10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2023

OR

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

Commission file number: 814-01175

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	81-2878769
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
200 Clarendon Street, 37th Floor
---	---
Boston, MA	02116
(Address of Principal Executive Office)	(Zip Code)

(617) 516-2000

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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

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

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

As of August 8, 2023 the registrant had 64,562,265.27 shares of common stock outstanding.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	3
	Consolidated Statements of Assets and Liabilities as of June 30, 2023 (unaudited) and December 31, 2022	3
	Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited)	4
	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2023 and 2022 (unaudited)	5
	Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)	6
	Consolidated Schedules of Investments as of June 30, 2023 (unaudited) and December 31, 2022	7
	Notes to Consolidated Financial Statements (unaudited)	43
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	113
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	134
Item 4.	Controls and Procedures	134
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	135
Item 1A.	Risk Factors	135
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	135
Item 3.	Defaults Upon Senior Securities	135
Item 4.	Mine Safety Disclosures	135
Item 5.	Other Information	135
Item 6.	Exhibits, Financial Statement Schedules	136
Signatures		140

i

FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2022 and in our filings with the Securities and Exchange Commission (the “SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.

ii

Item 1. Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

			As of
			December 31, 2022
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of 1,745,841 and 1,846,172, respectively)	1,669,079		$	1,774,947
Non-controlled/affiliate investment (amortized cost of 149,376 and 133,808, respectively)	191,995			173,400
Controlled affiliate investment (amortized cost of 520,410 and 439,958, respectively)	524,198			438,630
Cash and cash equivalents	87,727			30,205
Foreign cash (cost of 5,203 and 34,528, respectively)	4,612			29,575
Restricted cash and cash equivalents	36,243			65,950
Collateral on forward currency exchange contracts	7,545			9,612
Deferred financing costs	3,276			3,742
Interest receivable on investments	40,342			34,270
Receivable for sales and paydowns of investments	95,893			18,166
Prepaid Insurance	605			194
Unrealized appreciation on forward currency exchange contracts	55			62
Dividend receivable	13,818			13,681
Total Assets	2,675,388		$	2,592,434
Liabilities
Debt (net of unamortized debt issuance costs of 8,893 and 10,197, respectively)	1,489,607		$	1,385,303
Interest payable	15,897			12,130
Payable for investments purchased	233			34,292
Base management fee payable	9,116			8,906
Incentive fee payable	4,008			9,216
Unrealized depreciation on forward currency exchange contracts	1,308			—
Accounts payable and accrued expenses	4,906			2,954
Distributions payable	24,534			23,242
Total Liabilities	1,549,609			1,476,043
Commitments and Contingencies (See Note 10)
Net Assets
Common stock, par value 0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,562,265 and 64,562,265 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	65			65
Paid in capital in excess of par value	1,168,384			1,168,384
Total distributable loss	(42,670	)		(52,058	)
Total Net Assets	1,125,779			1,116,391
Total Liabilities and Total Net Assets	2,675,388		$	2,592,434
Net asset value per share	17.44		$	17.29

All values are in US Dollars.

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended June 30			For the Three Months Ended June 30			For the Six Months Ended June 30			For the Six Months Ended June 30
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments		47,101			29,769			95,170			64,056
Dividend income		61			—			62			108
PIK income		6,249			2,375			10,089			4,883
Other income		1,922			7,690			7,170			8,155
Total investment income from non-controlled/non-affiliate investments		55,333			39,834			112,491			77,202
Investment income from non-controlled/affiliate investments:
Interest from investments		2,525			1,901			4,963			2,225
Dividend income		1,630			1,851			3,005			1,851
PIK income		628			45			1,022			1,449
Total investment income from non-controlled/affiliate investments		4,783			3,797			8,990			5,525
Investment income from controlled affiliate investments:
Interest from investments		8,562			4,214			14,917			7,636
Dividend income		7,037			4,519			14,054			8,012
Total investment income from controlled affiliate investments		15,599			8,733			28,971			15,648
Total investment income		75,715			52,364			150,452			98,375
Expenses
Interest and debt financing expenses		20,459			11,027			40,009			21,670
Base management fee		9,116			8,451			18,026			16,820
Incentive fee		4,008			4,069			15,118			7,380
Professional fees		451			446			1,032			836
Directors fees		179			179			353			354
Other general and administrative expenses		1,493			1,477			3,152			2,897
Total expenses, net of fee waivers		35,706			25,649			77,690			49,957
Net investment income before taxes		40,009			26,715			72,762			48,418
Income tax expense, including excise tax		1,097			—			1,692			—
Net investment income		38,912			26,715			71,070			48,418
Net realized and unrealized gains (losses)
Net realized loss on non-controlled/non-affiliate investments		(229	)		(2,576	)		(10,880	)		(1,159	)
Net realized gain (loss) on foreign currency transactions		(321	)		3,166			(4,534	)		2,678
Net realized gain (loss) on forward currency exchange contracts		—			2,018			(2,385	)		3,261
Net change in unrealized appreciation on foreign currency translation		127			(2,051	)		3,894			(1,705	)
Net change in unrealized appreciation on forward currency exchange contracts		(1,476	)		8,124			(1,315	)		9,775
Net change in unrealized appreciation on non-controlled/non-affiliate investments		(6,925	)		(27,206	)		(5,537	)		(32,314	)
Net change in unrealized appreciation on non-controlled/affiliate investments		(432	)		9,102			3,027			14,769
Net change in unrealized appreciation on controlled affiliate investments		(485	)		(63	)		5,116			7,187
Total net gains (losses)		(9,741	)		(9,486	)		(12,614	)		2,492
Net increase in net assets resulting from operations		29,171			17,229			58,456			50,910
Basic and diluted net investment income per common share		0.60			0.41			1.10			0.75
Basic and diluted increase in net assets resulting from operations per common share		0.45			0.27			0.91			0.79
Basic and diluted weighted average common shares outstanding		64,562,265			64,562,265			64,562,265			64,562,265

All values are in US Dollars.

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended June 30			For the Three Months Ended June 30			For the Six Months Ended June 30			For the Six Months Ended June 30
Operations:
Net investment income		38,912			26,715			71,070			48,418
Net realized gain (loss)		(550	)		2,608			(17,799	)		4,780
Net change in unrealized appreciation		(9,191	)		(12,094	)		5,185			(2,288	)
Net increase in net assets resulting from operations		29,171			17,229			58,456			50,910
Stockholder distributions:
Distributions from distributable earnings		(24,534	)		(21,951	)		(49,068	)		(43,902	)
Net decrease in net assets resulting from stockholder distributions		(24,534	)		(21,951	)		(49,068	)		(43,902	)
Total increase (decrease) in net assets		4,637			(4,722	)		9,388			7,008
Net assets at beginning of period		1,121,142			1,111,736			1,116,391			1,100,006
Net assets at end of period		1,125,779			1,107,014			1,125,779			1,107,014
Net asset value per common share		17.44			17.15			17.44			17.15
Common stock outstanding at end of period		64,562,265			64,562,265			64,562,265			64,562,265

All values are in US Dollars.

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share and per share data)

(Unaudited)

	For the Six Months Ended June 30			For the Six Months Ended June 30
Cash flows from operating activities
Net increase in net assets resulting from operations		58,456			50,910
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities:
Purchases of investments		(539,565	)		(761,843	)
Proceeds from principal payments and sales of investments		435,472			434,198
Net realized loss from investments		10,880			1,159
Net realized (gain) loss on foreign currency transactions		4,534			(2,678	)
Net change in unrealized appreciation on forward currency exchange contracts		1,315			(9,775	)
Net change in unrealized appreciation on investments		(2,606	)		10,358
Net change in unrealized appreciation on foreign currency translation		(3,894	)		1,705
Increase in investments due to PIK		(11,111	)		(6,314	)
Accretion of discounts and amortization of premiums		(3,151	)		(2,694	)
Amortization of deferred financing costs and debt issuance costs		1,770			2,001
Changes in operating assets and liabilities:
Collateral on forward currency exchange contracts		2,067			5,558
Interest receivable on investments		(6,072	)		(8,507	)
Prepaid Insurance		(411	)		(366	)
Dividend receivable		(137	)		7,571
Interest payable		3,767			106
Base management fee payable		210			(341	)
Incentive fee payable		(5,208	)		(658	)
Accounts payable and accrued expenses		1,952			(579	)
Net cash used in operating activities		(51,732	)		(280,189	)
Cash flows from financing activities
Borrowings on debt		308,000			349,747
Repayments on debt		(205,000	)		(157,000	)
Payments of financing costs		—			(2,186	)
Stockholder distributions paid		(47,776	)		(43,902	)
Net cash provided by financing activities		55,224			146,659
Net increase (decrease) in cash, foreign cash, restricted cash and cash equivalents		3,492			(133,530	)
Effect of foreign currency exchange rates		(640	)		(1,125	)
Cash, foreign cash, restricted cash and cash equivalents, beginning of period		125,730			203,581
Cash, foreign cash, restricted cash and cash equivalents, end of period		128,582			68,926
Supplemental disclosure of cash flow information:
Cash interest paid during the period		34,472			19,562
Cash paid for income taxes, including excise taxes during the period		1,209			—
Supplemental disclosure of non-cash information:
Company investment into Bain Capital Senior Loan Program, LLC		—			5,584
Deconsolidation of BCC Middle Market CLO 2018-1 LLC
Disposition of assets		—			470,616
Reduction of liabilities		—			(390,448	)

All values are in US Dollars.

	2023
Cash	$	87,727		38,013
Restricted cash		36,243		25,910
Foreign cash		4,612		5,003
Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows	$	128,582		68,926

All values are in US Dollars.

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of June 30, 2023

(In thousands)

(Unaudited)

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Aerospace & Defense
Forming Machining Industries Holdings, LLC (18)(19)	First Lien Senior Secured Loan	SOFR	4.25%		9.66	%	10/9/2025	$	16,185		16,136			13,676
Forming Machining Industries Holdings, LLC (18)(19)	Second Lien Senior Secured Loan	SOFR	8.25%		13.66	%	10/9/2026	$	6,540		6,509			5,330
GSP Holdings, LLC (15)(19)(26)(29)	First Lien Senior Secured Loan	SOFR	5.75% (0.25% PIK)		11.14	%	11/6/2025	$	35,388		35,530			33,088
GSP Holdings, LLC (3)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	5.75% (0.25% PIK)		11.14	%	11/6/2025	$	2,283		2,265			1,987
Kellstrom Aerospace Group, Inc (14)(19)(25)	Equity Interest	—	—	—			—		1		1,963			968
Kellstrom Commercial Aerospace, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	6.50%		11.72	%	7/1/2025	$	29,724		29,327			28,684
Kellstrom Commercial Aerospace, Inc. (3)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	6.50% (0.50% PIK)		12.03	%	7/1/2025	$	1,112		1,105			961
Mach Acquisition R/C (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.65%		12.90	%	10/18/2026	$	7,532		7,399			6,930
Mach Acquisition T/L (15)(19)(26)	First Lien Senior Secured Loan	L	4.50% (4.00% PIK)		13.77	%	10/18/2026	$	33,826		33,390			31,796
Precision Ultimate Holdings, LLC (14)(19)(25)	Equity Interest	—	—	—			—		1,417		1,417			1,192
Robinson Helicopter (14)(19)(25)	Equity Interest	—	—	—			—		1,592		1,592			1,706
Robinson Helicopter (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.50%		11.70	%	6/30/2028	$	15,736		15,427			15,736
Saturn Purchaser Corp. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.60%		10.69	%	7/23/2029	$	46,032		45,589			46,032
Saturn Purchaser Corp. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			7/22/2029	$	—		(42	)		—
Whitcraft-Paradigm (18)(19)(29)	First Lien Senior Secured Loan	SOFR	7.00%		12.34	%	2/28/2029	$	12,424		12,309			12,300
Whitcraft-Paradigm (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			2/28/2029	$	—		(21	)		(22	)
WP CPP Holdings, LLC. (15)(19)	Second Lien Senior Secured Loan	L	7.75%		13.03	%	4/30/2026	$	11,724		11,671			9,380
Aerospace & Defense Total										$	221,566		$	209,744			18.6	%
Automotive
American Trailer Rental Group (19)(26)	Subordinated Debt	—	9.00% (2.00% PIK)		11.00	%	12/1/2027	$	5,050		4,994			4,973
American Trailer Rental Group (19)(26)	Subordinated Debt	—	9.00% (2.00% PIK)		11.00	%	12/1/2027	$	15,580		15,324			15,347
American Trailer Rental Group (19)(26)	Subordinated Debt	—	9.00% (2.00% PIK)		11.00	%	12/1/2027	$	19,456		19,120			19,164
Cardo (6)(17)(19)	First Lien Senior Secured Loan	L	5.50%		11.08	%	5/12/2028	$	98		97			98
Gills Point S (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.00%		12.09	%	5/15/2029	$	12,695		12,695			12,695
Gills Point S (3)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			5/15/2029	$	—		—			—
Gills Point S (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			5/15/2029	$	—		—			—
Gills Point S (14)(19)(25)	Equity Interest	—	—	—			—		2		184			184
Intoxalock (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.75%		12.00	%	11/1/2028	$	12,189		12,080			12,128
Intoxalock (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			11/1/2028	$	—		(31	)		(17	)
JHCC Holdings, LLC (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.66	%	9/9/2025	$	—		19			3
JHCC Holdings, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		10.89	%	9/9/2025	$	12,104		12,032			12,104
JHCC Holdings, LLC (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			9/9/2025	$	—		(25	)		—
Automotive Total										$	76,489		$	76,679			6.8	%
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost		Market Value		% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Non-Affiliate Investments
Banking, Finance, Insurance & Real Estate
Morrow Sodali (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.00%		10.20	%	4/25/2028	$	762		736		741
Morrow Sodali (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		10.20	%	4/25/2028	$	2,639		2,623		2,613
Morrow Sodali (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.25%		10.45	%	4/25/2028	$	1,960		1,902		1,938
Banking, Finance, Insurance & Real Estate Total										$	5,261	$	5,292		0.5	%
Beverage, Food & Tobacco
Arctic Glacier U.S.A., Inc. (19)(31)	First Lien Senior Secured Loan	SOFR	6.50%		11.65	%	5/24/2028	$	13,073		12,814		12,812
Arctic Glacier U.S.A., Inc. (3)(19)(26)(31)	First Lien Senior Secured Loan - Revolver	P	4.25% (4.00% PIK)		13.86	%	5/24/2028	$	1,085		1,047		1,046
NPC International, Inc. (14)(19)(25)(27)	Equity Interest	—	—	—			—		342		512		41
PPX (14)(19)(25)	Preferred Equity	—	—	—			—		33		—		187
PPX (14)(19)(25)	Preferred Equity	—	—	—			—		33		5,000		6,159
Beverage, Food & Tobacco Total										$	19,373	$	20,245		1.8	%
Capital Equipment
ClockSpring (15)(19)(26)	Second Lien Senior Secured Loan	SOFR	6.50% (5.00% PIK)		16.74	%	8/1/2025	$	5,436		5,368		5,436
East BCC Coinvest II, LLC (14)(19)(25)	Equity Interest	—	—	—			—		1,419		1,419		608
Ergotron Acquisition LLC (18)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		10.96	%	7/6/2028	$	12,158		11,946		12,037
FCG Acquisitions, Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		4		—		—
Jonathan Acquisition Company (15)(19)	Second Lien Senior Secured Loan	SOFR	9.10%		14.32	%	12/22/2027	$	8,000		7,855		7,880
TCFIII Owl Finance, LLC (19)	Subordinated Debt	—	12.00%		12.00	%	1/30/2027	$	5,142		5,090		4,962
Capital Equipment Total										$	31,678	$	30,923		2.7	%
Chemicals, Plastics & Rubber
AP Plastics Group, LLC (18)(19)(29)	First Lien Senior Secured Loan	SOFR	4.75%		9.99	%	8/10/2028	$	7,212		7,020		6,960
Hultec (14)(19)(25)	Equity Interest	—	—	—			—		1		651		651
V Global Holdings LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		10.87	%	12/22/2027	$	5,832		5,741		5,745
V Global Holdings LLC (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		10.99	%	12/22/2025	$	2,397		2,275		2,252
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	EURIBOR	5.75%		9.41	%	12/22/2027	€	99		103		107
Chemicals, Plastics & Rubber Total										$	15,790	$	15,715		1.4	%
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost		Market Value		% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Non-Affiliate Investments
Construction & Building
Chase Industries, Inc. (15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	L	7.00% PIK		12.54	%	5/12/2025	$	1,403		1,402		1,305
Chase Industries, Inc. (15)(19)(26)	First Lien Senior Secured Loan	L	7.00% PIK		12.54	%	5/12/2025	$	14,833		14,815		13,795
Elk Parent Holdings, LP (14)(19)(25)	Equity Interest	—	—	—			—		1		12		796
Elk Parent Holdings, LP (14)(19)(25)	Preferred Equity	—	—	—			—		120		1,202		1,607
Regan Development Holdings Limited (6)(17)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		9.78	%	10/29/2023	€	2,087		2,274		2,186
Regan Development Holdings Limited (6)(17)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		9.78	%	10/29/2023	€	677		768		709
Regan Development Holdings Limited (6)(17)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		9.78	%	10/29/2023	€	6,335		6,902		6,617
Service Master (3)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	7.50% (1.00% PIK)		14.01	%	8/16/2027	$	4,872		4,778		4,872
Service Master (15)(19)(26)	First Lien Senior Secured Loan	SOFR	7.50% (1.00% PIK)		13.77	%	8/16/2027	$	915		902		915
Service Master (14)(19)(25)	Equity Interest	—	—	—			—		350		356		404
Service Master (15)(19)(26)	First Lien Senior Secured Loan	SOFR	7.50% (1.00% PIK)		13.77	%	8/16/2027	$	21,807		21,807		21,807
YLG Holdings, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.00%		10.18	%	10/31/2025	$	17,050		16,990		17,050
YLG Holdings, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		10.15	%	10/31/2025	$	4,996		4,993		4,996
YLG Holdings, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.00%		10.35	%	10/31/2025	$	598		565		598
Construction & Building Total										$	77,766	$	77,657		6.9	%
Consumer Goods: Durable
New Milani Group LLC (15)(19)	First Lien Senior Secured Loan	SOFR	5.50%		10.70	%	6/6/2024	$	11,389		11,205		11,389
Stanton Carpet (15)(19)	Second Lien Senior Secured Loan	SOFR	9.00%		14.42	%	3/31/2028	$	11,434		11,250		11,434
Tangent Technologies Acquisition, LLC (15)(19)	Second Lien Senior Secured Loan	SOFR	8.75%		13.74	%	5/30/2028	$	8,915		8,769		8,804
TLC Holdco LP (14)(19)(25)	Equity Interest	—	—	—			—		1,281		1,221		—
TLC Purchaser, Inc. (15)(19)(26)	First Lien Senior Secured Loan	SOFR	2.26% (6.25% PIK)		13.77	%	10/13/2025	$	36,570		36,066		28,616
TLC Purchaser, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.25%		11.75	%	10/13/2025	$	5,408		5,290		3,337
Consumer Goods: Durable Total										$	73,801	$	63,580		5.6	%
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Non-Affiliate Investments
Consumer Goods: Non-Durable
Fineline Technologies, Inc. (14)(19)(25)	Equity Interest	—	—	—			—		939		939			902
FL Hawk Intermediate Holdings, Inc. (15)(19)	Second Lien Senior Secured Loan	SOFR	9.00%		14.50	%	8/22/2028	$	15,125		14,783			15,125
RoC Opco LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.60%		12.84	%	2/25/2025	$	14,964		14,847			14,964
RoC Opco LLC (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			2/25/2025	$	—		(60	)		—
Solaray, LLC (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.25%		11.59	%	9/9/2023	$	14,053		14,053			13,807
Solaray, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.61	%	9/9/2023	$	30,517		30,517			29,983
Solaray, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	4.50%		9.84	%	9/9/2023	$	7,367		7,364			7,367
WU Holdco, Inc. (15)(19)(28)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.89	%	3/26/2026	$	1,687		1,664			1,603
WU Holdco, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		10.89	%	3/26/2026	$	37,482		37,136			35,608
WU Holdco, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.50%		10.89	%	3/26/2025	$	3,268		3,250			2,986
Consumer Goods: Non-Durable Total										$	124,493		$	122,345			10.9	%
Consumer Goods: Wholesale
WSP (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.45	%	4/27/2027	$	5,527		5,447			4,864
WSP (14)(19)(25)	Equity Interest	—	—	—			—		2,898		2,898			452
WSP (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			4/27/2027	$	—		(6	)		(54	)
WSP (14)(19)(25)	Preferred Equity	—	—	—			—		—		216			758
Consumer Goods: Wholesale Total										$	8,555		$	6,020			0.5	%
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (16)(19)(29)	First Lien Senior Secured Loan	L	6.00%		11.31	%	12/29/2027	$	4,063		3,998			3,961
ASP-r-pac Acquisition Co LLC (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/29/2027	$	—		(49	)		(81	)
Iris Holding, Inc. (17)(29)	First Lien Senior Secured Loan	SOFR	4.75%		9.90	%	6/28/2028	$	12,952		12,363			11,030
Containers, Packaging & Glass Total										$	16,312		$	14,910			1.3	%
Energy: Oil & Gas
AmSpec Group, Inc (18)(19)	First Lien Senior Secured Loan	SOFR	5.75%		10.87	%	7/2/2024	$	5,076		4,994			5,076
Amspec Services, Inc. (15)(19)	First Lien Senior Secured Loan	L	5.75%		10.96	%	7/2/2024	$	2,755		2,744			2,755
Amspec Services, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L	5.75%		10.96	%	7/2/2024	$	22,870		22,811			22,870
Amspec Services, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	P	3.75%		12.00	%	7/2/2024	$	2,911		2,899			2,911
Energy: Oil & Gas Total										$	33,448		$	33,612			3.0	%
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Non-Affiliate Investments
Environmental Industries
Reconomy (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.25%		11.18	%	6/24/2029	£	68		82			86
Reconomy (6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR	6.00%		9.60	%	6/24/2029	£	7,187		7,947			8,213
Reconomy (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.00%		9.60	%	6/24/2029	€	27		28			29
Reconomy (3)(5)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			6/24/2029	£	—		(69	)		—
Titan Cloud Software, Inc (14)(19)(25)	Equity Interest	—	—	—			—		3,226		3,226			3,926
Titan Cloud Software, Inc (15)(19)	First Lien Senior Secured Loan	SOFR	6.00%		11.13	%	9/7/2029	$	25,714		25,482			25,521
Titan Cloud Software, Inc (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00%		11.35	%	9/7/2029	$	857		758			771
Titan Cloud Software, Inc (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			9/7/2028	$	—		(49	)		(43	)
Environmental Industries Total										$	37,405		$	38,503			3.4	%
FIRE: Finance
Allworth Financial Group, L.P. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.00%		10.20	%	12/23/2026	$	1,497		1,484			1,467
Allworth Financial Group, L.P. (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		10.20	%	12/23/2026	$	870		858			852
Allworth Financial Group, L.P. (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/23/2026	$	—		(11	)		(49	)
Congress Buyer DD T/L (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			6/30/2029	$	—		—			—
Congress Buyer R/C (3)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/30/2029	$	—		—			—
Congress Buyer T/L A (18)(19)	First Lien Senior Secured Loan	SOFR	6.85%		12.09	%	6/30/2029	$	4,743		4,743			4,743
Congress Wealth (14)(19)(25)	Equity Interest	—	—	—			—		15		294			294
FNZ UK Finco Limited (6)(18)(19)	First Lien Senior Secured Loan	L	5.50%		9.37	%	9/30/2026	AUD	81		55			54
Insigneo Financial Group LLC (15)(19)	First Lien Senior Secured Loan	SOFR	6.25%		11.08	%	8/1/2028	$	3,825		3,740			3,749
Insigneo Financial Group LLC (14)(19)(25)	Equity Interest	—	—	—			—		2,252		2,263			2,142
Parmenion (6)(15)(19)	First Lien Senior Secured Loan	SONIA	5.75%		10.68	%	5/11/2029	£	328		409			417
TA/Weg Holdings (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.25%		11.63	%	10/2/2025	$	2,361		2,354			2,343
TA/Weg Holdings (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.25%		11.63	%	10/2/2025	$	9,352		9,352			9,281
FIRE: Finance Total										$	25,541		$	25,293			2.2	%
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Non-Affiliate Investments
FIRE: Insurance
Margaux Acquisition Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.15	%	12/19/2024	$	16,584		16,480			16,584
Margaux Acquisition Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		11.02	%	12/19/2025	$	2,138		2,124			2,138
Margaux UK Finance Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Revolver	SONIA	5.75%		10.80	%	12/19/2024	£	422		515			536
Margaux UK Finance Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.75%		10.80	%	12/19/2024	£	7,434		9,636			9,444
MRHT (6)(15)(19)	First Lien Senior Secured Loan	EURIBOR	6.75%		10.03	%	2/1/2029	€	956		1,025			1,033
MRHT (2)(3)(5)(6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/1/2029	€	—		(25	)		(55	)
Paisley Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan - Revolver	SONIA	5.25%		9.54	%	11/26/2028	£	6,373		7,561			8,152
Paisley Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan - Revolver	EURIBOR	5.00%		8.24	%	11/26/2028	€	32		36			35
Simplicity (18)(19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.64	%	12/2/2026	$	16,683		16,220			16,183
Simplicity (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/2/2026	$	—		(154	)		(164	)
Simplicity (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/2/2026	$	—		(41	)		(44	)
World Insurance (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75%		10.99	%	4/1/2026	$	8,233		8,186			8,150
World Insurance (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.09	%	4/1/2026	$	3,098		3,061			3,067
World Insurance (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			4/1/2026	$	—		(10	)		(9	)
FIRE: Insurance Total										$	64,614		$	65,050			5.8	%
Healthcare & Pharmaceuticals
Apollo Intelligence (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		10.91	%	6/1/2028	$	15,309		15,182			15,309
Apollo Intelligence (3)(5)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			6/1/2028	$	—		(79	)		—
Apollo Intelligence (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		10.91	%	6/1/2028	$	1,201		1,142			1,201
Apollo Intelligence (14)(19)(25)	Equity Interest	—	—	—			—		32		3,162			3,183
CB Titan Holdings, Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		1,953		1,953			1,036
CB Titan Holdings, Inc. (15)(19)	Second Lien Senior Secured Loan	—	—	—			11/1/2024	$	—		186			—
CPS Group Holdings, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.25%		10.64	%	3/3/2025	$	34,504		34,391			34,504
CPS Group Holdings, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.25%		10.46	%	3/3/2025	$	1,776		1,756			1,776
Datix Bidco Limited (3)(6)(19)	First Lien Senior Secured Loan - Revolver	SONIA	4.50%		8.68	%	10/28/2024	£	8		10			10
Datix Bidco Limited (6)(18)(19)	Second Lien Senior Secured Loan	SONIA	7.75%		11.93	%	4/27/2026	£	121		164			154
Datix Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	BBSW	4.50%		8.41	%	4/28/2025	AUD	42		32			28
Great Expressions Dental Center PC (15)(19)	First Lien Senior Secured Loan	P	4.75%		11.75	%	9/28/2023	$	8,114		8,166			6,572
Great Expressions Dental Center PC (15)(19)	First Lien Senior Secured Loan - Revolver	P	7.50%		13.25	%	9/28/2023	$	1,266		1,265			1,025
Mertus 522. GmbH (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.25%		10.03	%	5/28/2026	€	131		143			139
Mertus 522. GmbH (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.25%		10.03	%	5/28/2026	€	225		248			238
Premier Imaging, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.00%		11.22	%	1/2/2025	$	7,105		7,048			7,105
Premier Imaging, LLC (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00%		11.22	%	1/2/2025	$	1,926		1,874			1,926
SunMed Group Holdings, LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.09	%	6/16/2028	$	8,650		8,535			8,347
Sunmed Group Holdings, LLC (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/16/2027	$	—		(14	)		(43	)
Healthcare & Pharmaceuticals Total										$	85,164		$	82,510			7.3	%
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Non-Affiliate Investments
High Tech Industries
Access (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.25%		9.68	%	6/4/2029	£	80		98			102
Access (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	5.25%		9.68	%	6/4/2029	£	8,577		9,818			10,896
AMI US Holdings Inc. (6)(15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.25%		10.50	%	4/1/2025	$	3,836		3,811			3,836
Applitools (6)(19)(32)	First Lien Senior Secured Loan	SOFR	6.25%		11.35	%	5/25/2029	$	16,381		16,253			15,971
Applitools (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			5/25/2028	$	—		(28	)		(86	)
Appriss Holdings, Inc. (14)(19)(25)	Equity Interest	—	—	—			—		2,136		1,606			1,546
Appriss Holdings, Inc. (15)(19)	First Lien Senior Secured Loan	L	6.75%		11.90	%	5/6/2027	$	11,236		11,077			11,039
Appriss Holdings, Inc. (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			5/6/2027	$	—		(10	)		(13	)
AQ Software Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		1		1,107			1,129
AQ Software Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		2		1,844			1,881
AQ Software Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		1		507			517
CB Nike IntermediateCo Ltd (3)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			10/31/2025	$	—		—			—
CB Nike IntermediateCo Ltd (6)(15)(19)	First Lien Senior Secured Loan	L	4.75%		10.02	%	10/31/2025	$	120		119			120
Cloud Technology Solutions (CTS) (6)(14)(19)(25)	Preferred Equity	—	—	—			—		4,408		5,360			5,674
Cloud Technology Solutions (CTS) (6)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	4.00% (3.50% PIK)		12.43	%	1/3/2030	£	8,112		9,825			10,304
Drilling Info Holdings, Inc (18)	First Lien Senior Secured Loan	SOFR	4.25%		9.50	%	7/30/2025	$	1,493		1,491			1,428
Eagle Rock Capital Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		3,345		3,345			3,989
Element Buyer, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.70	%	7/19/2025	$	10,908		10,920			10,908
Element Buyer, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		10.70	%	7/19/2025	$	36,434		36,557			36,434
Element Buyer, Inc. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			7/19/2024	$	—		(11	)		—
Eleven Software (15)(19)	First Lien Senior Secured Loan	SOFR	8.25%		13.49	%	4/25/2027	$	7,439		7,380			7,439
Eleven Software (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	8.10%		13.26	%	9/25/2026	$	1,091		1,080			1,091
Eleven Software (14)(19)(25)	Preferred Equity	—	—	—			—		896		896			863
Gluware (19)(26)	First Lien Senior Secured Loan	—	9.00% (5.50% PIK)		14.50	%	10/15/2025	$	25,466		24,819			24,409
Gluware (14)(19)(25)	Warrants	—	—	—			—		4,307		478			457
MRI Software LLC (15)(28)	First Lien Senior Secured Loan	SOFR	5.50%		10.84	%	2/10/2026	$	25,530		25,488			24,828
MRI Software LLC (2)(3)(15)	First Lien Senior Secured Loan - Revolver	—	—	—			2/10/2026	$	—		55			(49	)
NearMap (6)(18)(19)	First Lien Senior Secured Loan	SOFR	7.25%		12.45	%	12/9/2029	$	17,848		17,516			17,670
NearMap (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/9/2029	$	—		(85	)		(47	)
Onventis (6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR	7.50%		10.76	%	1/12/2030	€	8,919		9,588			9,729
Revalize, Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		1		1,431			1,475
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Non-Affiliate Investments
High Tech Industries, Continued
Revalize, Inc. (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75%		10.95	%	4/15/2027	$	5,331		5,292			5,118
Revalize, Inc. (18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75%		10.95	%	4/15/2027	$	2,009		1,995			1,929
Revalize, Inc. (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			4/15/2027	$	—		(10	)		(54	)
SAM (19)(26)	First Lien Senior Secured Loan	—	11.25% PIK		11.25	%	5/9/2028	$	36,195		35,948			34,747
Superna Inc. (2)(3)(5)(6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/6/2028	$	—		(21	)		(86	)
Superna Inc. (2)(3)(5)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			3/6/2028	$	—		(21	)		(86	)
Superna Inc. (6)(15)(19)	First Lien Senior Secured Loan	SOFR	6.50%		11.74	%	3/6/2028	$	2,748		2,702			2,659
Superna Inc. (6)(14)(19)(25)	Equity Interest	—	—	—			—		1,463		1,463			1,213
Swoogo LLC (15)(19)	First Lien Senior Secured Loan	L	8.00%		13.19	%	12/9/2026	$	2,330		2,296			2,318
Swoogo LLC (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/9/2026	$	—		(17	)		(6	)
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.25%		9.71	%	5/13/2029	€	92		98			99
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	SOFR	6.25%		11.56	%	5/13/2029	$	128		127			125
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	SOFR	6.25%		11.56	%	5/13/2029	$	262		260			257
Utimaco (6)(14)(19)(25)	Equity Interest	—	—	—			—		1		2,123			2,120
Utimaco (6)(14)(19)(25)	Preferred Equity	—	—	—			—		1		2,123			2,120
Ventiv Holdco, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		10.84	%	9/3/2025	$	13,866		13,781			13,658
Ventiv Holdco, Inc. (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			9/3/2025	$	—		(20	)		(25	)
Ventiv Topco, Inc. (14)(19)(25)	Equity Interest	—	—	—			—		28		2,833			1,978
VPARK BIDCO AB (6)(16)(19)	First Lien Senior Secured Loan	CIBOR	4.00%		7.42	%	3/10/2025	DKK	570		93			84
VPARK BIDCO AB (6)(16)(19)	First Lien Senior Secured Loan	NIBOR	4.00%		8.06	%	3/10/2025	NOK	740		93			69
High Tech Industries Total										$	273,473		$	271,777			24.1	%
Hotel, Gaming & Leisure
Aimbridge Acquisition Co., Inc. (18)(19)	Second Lien Senior Secured Loan	L	7.50%		12.67	%	2/1/2027	$	14,193		13,950			13,484
Concert Golf Partners Holdco (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		10.93	%	3/30/2029	$	6,795		6,677			6,795
Concert Golf Partners Holdco LLC (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.63	%	4/2/2029	$	2,297		2,223			2,297
Concert Golf Partners Holdco LLC (3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			3/31/2028	$	—		(39	)		—
Pyramid Global Hospitality (15)(19)(29)	First Lien Senior Secured Loan	SOFR	8.00%		13.08	%	1/19/2027	$	9,975		9,708			9,776
Pyramid Global Hospitality (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			1/19/2027	$	—		(93	)		(70	)
Saltoun (18)(19)(29)	First Lien Senior Secured Loan	—	11.00%		11.00	%	4/11/2028	$	4,715		4,715			4,244
Saltoun (19)	First Lien Senior Secured Loan - Delayed Draw	—	11.00%		11.00	%	4/11/2028	$	1,346		1,346			1,211
Hotel, Gaming & Leisure Total										$	38,487		$	37,737			3.4	%
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value		% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Non-Affiliate Investments
Media: Advertising, Printing & Publishing
Ansira Holdings, Inc. (7)(14)(19)	First Lien Senior Secured Loan	—	—	—			12/20/2024	$	44,754		40,589			—
Ansira Holdings, Inc. (7)(14)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/20/2024	$	5,123		4,992			—
Ansira Holdings, Inc. (7)(14)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/20/2024	$	5,383		5,125			—
Ansira Holdings, Inc. (14)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/20/2024	$	—		—			—
Kpler (6)(15)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		9.71	%	3/3/2030	€	15,081		15,655			16,287
Kpler (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		9.71	%	3/3/2030	€	3,346		3,542			3,614
Kpler (6)(15)(19)	First Lien Senior Secured Loan	SONIA	6.50%		11.43	%	3/3/2030	£	4,412		5,263			5,549
TGI Sport Bidco Pty Ltd (6)(18)(19)	First Lien Senior Secured Loan	SOFR	7.11%		12.20	%	4/30/2026	AUD	4,187		2,866			2,866
TGI Sport Bidco Pty Ltd (6)(17)(19)	First Lien Senior Secured Loan	SOFR	7.00%		11.19	%	4/30/2026	AUD	98		76			65
Media: Advertising, Printing & Publishing Total										$	78,108		$	28,381		2.5	%
Media: Broadcasting & Subscription
Lightning Finco Limited (6)(16)(19)	First Lien Senior Secured Loan	L	5.75%		11.23	%	8/31/2028	$	1,443		1,432			1,443
Lightning Finco Limited (6)(16)(19)	First Lien Senior Secured Loan	EURIBOR	5.75%		9.23	%	8/31/2028	€	1,300		1,421			1,418
Media: Broadcasting & Subscription Total										$	2,853		$	2,861		0.3	%
Media: Diversified & Production
9 Story Media Group Inc. (3)(5)(6)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			4/30/2026	CAD	—		(1	)		—
9 Story Media Group Inc. (6)(16)(19)	First Lien Senior Secured Loan	CDOR	5.25%		10.32	%	4/30/2026	CAD	1,285		997			970
9 Story Media Group Inc. (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	5.25%		8.73	%	4/30/2026	€	582		616			634
Aptus 1724 Gmbh (6)(19)(21)	First Lien Senior Secured Loan	L	6.25%		11.76	%	2/23/2028	$	4,971		4,971			4,884
Efficient Collaborative Retail Marketing Company, LLC (15)(19)	First Lien Senior Secured Loan	SOFR	7.50%		13.00	%	6/30/2024	$	14,967		14,967			12,123
Efficient Collaborative Retail Marketing Company, LLC (15)(19)	First Lien Senior Secured Loan	SOFR	7.50%		13.00	%	6/30/2024	$	9,720		9,736			7,873
Efficient Collaborative Retail Marketing Company, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.50%		11.98	%	6/30/2024	$	1,275		1,275			1,275
Music Creation Group Bidco GmbH (6)(19)(21)	First Lien Senior Secured Loan	L	6.25%		11.76	%	2/23/2028	$	4,065		3,984			3,994
Media: Diversified & Production Total										$	36,545		$	31,753		2.8	%
Media: Publishing
OGH Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.25%		11.18	%	6/29/2029	£	139		164			175
OGH Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.25%		11.18	%	6/29/2029	£	1,231		1,413			1,486
Media: Publishing Total										$	1,577		$	1,661		0.2	%
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Non-Affiliate Investments
Retail
New Look (Delaware) Corporation (3)(6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.89	%	5/26/2028	$	383		375			291
New Look Vision Group (6)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.50%		10.88	%	5/26/2028	CAD	55		44			40
New Look Vision Group (6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.50%		10.88	%	5/26/2028	CAD	29		22			21
New Look Vision Group (3)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.50%		10.89	%	5/26/2026	CAD	2,180		1,625			1,572
Thrasio, LLC (15)(29)	First Lien Senior Secured Loan	SOFR	7.00%		12.50	%	12/18/2026	$	8,441		8,285			6,584
Retail Total										$	10,351		$	8,508			0.8	%
Services: Business
ACAMS (14)(19)(25)	Equity Interest	—	—	—			—		3,337		3,337			3,090
AMCP Clean Acquisition Company, LLC (18)	First Lien Senior Secured Loan	SOFR	4.40%		9.66	%	7/10/2025	$	6,196		6,118			5,576
AMCP Clean Acquisition Company, LLC (18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.40%		9.66	%	7/10/2025	$	3,913		3,891			3,522
Avalon Acquiror, Inc. (18)(19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.49	%	3/10/2028	$	14,500		14,381			14,137
Avalon Acquiror, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.25%		11.49	%	3/10/2028	$	3,361		3,213			3,151
Brook Bidco (6)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	6.87% (0.50% PIK)		11.05	%	7/7/2028	£	748		1,015			950
Brook Bidco (6)(14)(19)(25)	Preferred Equity	—	—	—			—		5,675		7,783			8,207
Caribou Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.00%		9.43	%	1/29/2029	£	8,070		10,810			10,251
Caribou Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.00%		9.43	%	1/29/2029	£	16		20			20
Chamber Bidco Limited (6)(17)(19)	First Lien Senior Secured Loan	L	5.50%		10.71	%	6/7/2028	$	237		235			237
Darcy Partners (19)(32)	First Lien Senior Secured Loan	SOFR	7.75%		13.07	%	6/1/2028	$	1,519		1,504			1,503
Darcy Partners (14)(19)(25)	Equity Interest	—	—	—			—		359		360			351
Darcy Partners (2)(3)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/1/2028	$	—		—			(3	)
Elevator Holdco Inc. (14)(19)(25)	Equity Interest	—	—	—			—		2		2,448			3,502
iBanFirst (6)(19)(26)(32)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK		13.59	%	7/13/2028	€	2,988		3,074			3,260
iBanFirst (6)(19)(26)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK		13.59	%	7/13/2028	€	86		90			94
iBanFirst (6)(19)(26)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK		13.59	%	7/13/2028	€	3,141		3,176			3,426
iBanFirst Facility (6)(14)(19)(25)	Preferred Equity	—	—	—			—		7,112		8,136			20,090
ImageTrend (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	7.75%		12.80	%	1/31/2029	$	20,000		19,725			19,700
ImageTrend (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			1/31/2029	$	—		(56	)		(60	)
Learning Pool (6)(16)(19)(26)	First Lien Senior Secured Loan	SOFR	7.01% (0.50% PIK)		12.31	%	7/7/2028	£	298		383			378
Learning Pool (6)(16)(19)(26)	First Lien Senior Secured Loan	SOFR	7.01% (0.50% PIK)		12.31	%	7/7/2028	£	106		137			135
masLabor (14)(19)(25)	Equity Interest	—	—	—			—		345		345			1,214
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Non-Affiliate Investments
Services: Business, Continued
masLabor (15)(19)	First Lien Senior Secured Loan	L	7.50%		13.03	%	7/1/2027	$	8,449		8,255			8,449
Opus2 (6)(14)(19)(25)	Equity Interest	—	—	—			—		2,272		2,900			3,345
Opus2 (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.03%		9.96	%	5/5/2028	£	123		167			156
Parcel2Go (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.00%		10.93	%	7/15/2028	£	39		50			47
Parcel2Go (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.00%		10.93	%	7/15/2028	£	125		170			155
Parcel2Go (6)(14)(19)(25)	Equity Interest	—	—	—			—		3,605		4,237			2,506
Refine Intermediate, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	4.50%		9.74	%	3/3/2027	$	1,037		1,022			1,037
Refine Intermediate, Inc. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			9/3/2026	$	—		(65	)		—
Smartronix (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			11/23/2027	$	—		(97	)		(79	)
Smartronix (15)(19)(29)	First Lien Senior Secured Loan	L	6.00%		11.21	%	11/23/2028	$	12,572		12,379			12,415
Spring Finco BV (6)(18)(19)	First Lien Senior Secured Loan	NIBOR	6.00%		9.99	%	7/15/2029	NOK	125,520		11,857			11,690
Spring Finco BV (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			7/15/2029	NOK	—		—			—
SumUp Holdings Luxembourg S.à.r.l. (6)(19)(32)	First Lien Senior Secured Loan	EURIBOR	8.50%		11.97	%	2/17/2026	€	6,805		8,138			7,424
TEI Holdings Inc. (15)(19)(29)	First Lien Senior Secured Loan	L	5.25%		10.64	%	12/23/2026	$	25,935		25,865			25,935
TEI Holdings Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.25%		10.45	%	12/23/2025	$	302		261			302
WCI Gigawatt Purchaser (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L	5.75%		11.13	%	11/19/2027	$	—		32			—
WCI Gigawatt Purchaser (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L	5.75%		10.90	%	11/19/2027	$	1,287		1,234			1,223
WCI Gigawatt Purchaser (15)(19)(29)	First Lien Senior Secured Loan	L	5.75%		11.13	%	11/19/2027	$	1,432		1,408			1,403
Services: Business Total										$	167,938		$	178,739			15.9	%
Services: Consumer
MZR Aggregator (14)(19)(25)	Equity Interest	—	—	—			—		1		798			662
MZR Buyer, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.75%		11.93	%	12/21/2026	$	11,964		11,815			11,665
MZR Buyer, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.75%		12.09	%	12/21/2026	$	1,737		1,676			1,606
Surrey Bidco Limited (5)(6)(7)(14)(17)(19)(26)	First Lien Senior Secured Loan	SONIA	6.28% (1.00% PIK)		10.20	%	5/11/2026	£	57		(1	)		51
Zeppelin BidCo Pty Limited (6)(18)(19)	First Lien Senior Secured Loan	BBSY	5.00%		8.61	%	6/28/2024	AUD	206		143			137
Services: Consumer Total										$	14,431		$	14,121			1.3	%
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Non-Affiliate Investments
Telecommunications
DC Blox Inc. (14)(19)(25)	Equity Interest	—	—	—			—		124		1			—
DC Blox Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		3,822		3,851			4,793
DC Blox Inc. (15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	L	4.00% (4.00% PIK)		13.53	%	3/22/2026	$	31,994		31,821			31,994
DC Blox Inc. (14)(19)(25)	Warrants	—	—	—			—		177		2			—
Meriplex Communications, Ltd. (16)(19)(29)	First Lien Senior Secured Loan	SOFR	4.75%		9.93	%	7/17/2028	$	12,185		11,972			12,185
Meriplex Communications, Ltd. (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.75%		9.93	%	7/17/2028	$	5,182		5,060			5,182
Meriplex Communications, Ltd. (3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	P	4.00%		12.00	%	7/17/2028	$	—		(47	)		—
Taoglas (14)(19)(25)	Equity Interest	—	—	—			—		2,259		2,259			2,259
Taoglas (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.00%		12.24	%	2/28/2029	$	18,903		18,717			18,714
Taoglas (6)(18)(19)	First Lien Senior Secured Loan	SOFR	7.00%		12.24	%	2/28/2029	$	455		442			451
Taoglas (2)(3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/28/2029	$	—		—			(36	)
Taoglas (3)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.00%		12.27	%	2/28/2029	$	477		477			463
Telecommunications Total										$	74,555		$	76,005			6.8	%
Transportation: Cargo
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	5.75%		11.15	%	5/5/2025	$	5,882		5,849			5,882
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	5.75%		11.15	%	5/5/2025	$	2,386		2,368			2,386
A&R Logistics, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.15	%	5/5/2025	$	21,842		21,678			21,842
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	6.25%		11.65	%	5/5/2025	$	2,674		2,663			2,674
A&R Logistics, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		11.01	%	5/5/2025	$	245		150			245
ARL Holdings, LLC (14)(19)(25)	Equity Interest	—	—	—			—		—		445			667
ARL Holdings, LLC (14)(19)(25)	Equity Interest	—	—	—			—		9		9			1,113
Grammer Investment Holdings LLC (14)(19)(25)	Equity Interest	—	—	—			—		1,011		1,019			961
Grammer Investment Holdings LLC (14)(19)(25)	Warrants	—	—	—			—		122		—			—
Grammer Investment Holdings LLC (19)(25)	Preferred Equity	—	10.00%		10.00	%	—		9		791			962
Grammer Purchaser, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	4.50%		9.99	%	9/30/2024	$	3,790		3,730			3,790
Grammer Purchaser, Inc. (3)(15)(19)(29)	First Lien Senior Secured Loan - Revolver	SOFR	4.50%		9.70	%	9/30/2024	$	516		516			516
Gulf Winds International (18)(19)(29)	First Lien Senior Secured Loan	SOFR	7.10%		12.19	%	12/16/2028	$	12,189		11,849			12,128
Gulf Winds International (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/16/2028	$	—		(144	)		(26	)
Omni Intermediate (15)(19)	First Lien Senior Secured Loan	SOFR	5.00%		10.39	%	11/23/2026	$	1,671		1,656			1,664
Omni Intermediate (3)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			11/30/2026	$	—		—			—
Omni Logistics, LLC (15)(19)	Second Lien Senior Secured Loan	SOFR	9.15%		14.39	%	12/30/2027	$	8,770		8,729			8,770
REP Coinvest III- A Omni, L.P. (14)(19)(25)	Equity Interest	—	—	—			—		1,377		1,377			1,868
RoadOne (19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.11	%	12/29/2028	$	12,189		11,848			11,945
RoadOne (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.25%		11.11	%	12/29/2028	$	1,731		1,627			1,618
RoadOne (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.25%		11.11	%	12/29/2028	$	267		146			179
Transportation: Cargo Total										$	76,306		$	79,184			7.0	%
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Non-Affiliate Investments
Transportation: Consumer
PrimeFlight Acquisition LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.85%		11.94	%	5/1/2029	$	17,250		16,915			16,733
Toro Private Investments II, L.P. (14)(19)(25)	Equity Interest	—	—	—			—		3,090		3,090			—
Toro Private Investments II, L.P. (6)(18)	First Lien Senior Secured Loan	SOFR	8.50%		13.36	%	5/29/2026	$	7,084		5,835			4,497
Toro Private Investments ll, L.P. (15)(26)	First Lien Senior Secured Loan	SOFR	1.10% (7.25% PIK)		13.45	%	2/28/2025	$	416		414			410
Transportation: Consumer Total										$	26,254		$	21,640			1.9	%
Wholesale
Abracon Group Holding, LLC. (18)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		10.89	%	7/6/2028	$	11,461		11,260			11,002
Abracon Group Holding, LLC. (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			7/6/2028	$	—		(34	)		(81	)
Abracon Group Holding, LLC. (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75%		10.95	%	7/6/2028	$	1,494		1,436			1,292
Aramsco, Inc. (18)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		10.95	%	8/28/2024	$	13,993		13,918			13,993
Aramsco, Inc. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			8/28/2024	$	—		(20	)		—
Armor Group, LP (14)(19)(25)	Equity Interest	—	—	—			—		10		1,012			2,263
SureWerx (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/28/2029	$	—		(28	)		(15	)
SureWerx (3)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.75%		11.99	%	12/29/2028	$	188		163			180
Wholesale Total										$	27,707		$	28,634			2.6	%
Non-Controlled/Non-Affiliate Investments Total										$	1,745,841		$	1,669,079			148.3	%
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost		Market Value		% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Non-Controlled/Affiliate Investments
Aerospace & Defense
Ansett Aviation Training (6)(10)(18)(19)	First Lien Senior Secured Loan	BBSY	4.69%		9.04	%	9/24/2031	AUD	7,072		5,308		4,713
Ansett Aviation Training (6)(10)(14)(19)(25)	Equity Interest	—	—	—			—		5,119		3,842		6,768
Aerospace & Defense Total										$	9,150	$	11,481		1.0	%
Beverage, Food & Tobacco
ADT Pizza, LLC (10)(14)(19)(25)	Equity Interest	—	—	—			—		6,720		6,732		14,581
Beverage, Food & Tobacco Total										$	6,732	$	14,581		1.3	%
Consumer Goods: Durable
Walker Edison (10)(14)(19)(25)	Equity Interest	—	—	—			—		60		5,592		4,634
Walker Edison (10)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.75% PIK		11.99	%	3/31/2027	$	5,419		5,419		5,418
Walker Edison (3)(10)(18)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.75% PIK		11.94	%	3/31/2027	$	161		161		161
Walker Edison (10)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	6.25% PIK		11.49	%	3/31/2027	$	3,182		3,182		3,182
Consumer Goods: Durable Total										$	14,354	$	13,395		1.2	%
Energy: Oil & Gas
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25)	Equity Interest	—	—	—			—		1,198		1		—
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25)	Preferred Equity	—	—	—			—		38,505		11,777		33,028
Blackbrush Oil & Gas, L.P. (10)(15)(19)(26)(29)	First Lien Senior Secured Loan	L	5.00% (2.00% PIK)		12.65	%	9/3/2025	$	9,132		9,131		9,131
Energy: Oil & Gas Total										$	20,909	$	42,159		3.8	%
FIRE: Finance
BCC Middle Market CLO 2018-1, LLC (6)(10)(19)(25)	Structured Product	—	—	—			10/20/2030		25,635		24,050		23,159
FIRE: Finance Total										$	24,050	$	23,159		2.1	%
Transportation: Consumer
Direct Travel, Inc. (10)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00%		11.39	%	10/2/2025	$	3,457		3,457		3,457
Direct Travel, Inc. (10)(18)(19)	First Lien Senior Secured Loan	SOFR	6.50%		11.89	%	10/2/2025	$	59,342		59,342		59,342
Direct Travel, Inc. (10)(18)(19)(28)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.50%		11.89	%	10/2/2025	$	1,764		1,764		1,764
Direct Travel, Inc. (10)(18)(19)	First Lien Senior Secured Loan	SOFR	6.50%		11.89	%	10/2/2025	$	4,841		4,841		4,841
Direct Travel, Inc. (10)(18)(19)(28)	First Lien Senior Secured Loan	SOFR	6.00%		11.39	%	10/2/2025	$	202		202		202
Direct Travel, Inc. (3)(10)(18)(19)(28)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00%		11.39	%	10/2/2025	$	4,575		4,575		4,575
Direct Travel, Inc. (10)(14)(19)(25)	Equity Interest	—	—	—			—		68		—		13,039
Transportation: Consumer Total										$	74,181	$	87,220		7.7	%
Non-Controlled/Affiliate Investments Total										$	149,376	$	191,995		17.1	%
Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost		Market Value			% of NAV (4)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Controlled Affiliate Investments
Aerospace & Defense
BCC Jetstream Holdings Aviation (Off I), LLC (6)(10)(11)(14)(19)(20)(25)	Equity Interest	—	—	—			—		11,863		11,863		10,863
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(19)(20)	First Lien Senior Secured Loan	—	10.00%	10.00%			6/2/2024	$	8,013		8,013		6,811
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(19)(20)(25)	Equity Interest	—	—	—			—		1,116		1,116		—
Gale Aviation (Offshore) Co (6)(10)(11)(19)(25)	Equity Interest	—	—	—			—		90,450		90,450		89,672
Aerospace & Defense Total										$	111,442	$	107,346			9.5	%
FIRE: Finance
Legacy Corporate Lending HoldCo, LLC (10)(11)(19)(25)	Equity Interest	—	—	—			—		1		641		641
Legacy Corporate Lending HoldCo, LLC (10)(11)(19)(25)	Preferred Equity	—	—	—			—		5		5,175		5,175
FIRE: Finance Total										$	5,816	$	5,816			0.5	%
Investment Vehicles
Bain Capital Senior Loan Program, LLC (6)(10)(11)(19)	Subordinated Note Investment Vehicles	—	10.00%		10.00	%	12/27/2033	$	115,995		115,995		115,995
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)	Preferred Equity Interest Investment Vehicles	—	—	—			—		10		10		(1,080	)
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)	Equity Interest Investment Vehicles	—	—	—			—		10		5,594		1,879
International Senior Loan Program, LLC (6)(10)(11)(15)(19)	Subordinated Note Investment Vehicles	SOFR	8.00%		13.55	%	2/22/2028	$	186,979		186,979		186,979
International Senior Loan Program, LLC (6)(10)(11)(25)	Equity Interest Investment Vehicles	—	—	—			—		62,337		59,365		65,831
Investment Vehicles Total										$	367,943	$	369,604			32.8	%
Transportation: Cargo
Lightning Holdings B, LLC (6)(10)(11)(14)(19)(25)	Equity Interest	—	—	—			—		34,899		35,209		41,432
Transportation: Cargo Total										$	35,209	$	41,432			3.7	%
Controlled Affiliate Investments Total										$	520,410	$	524,198			46.5	%
Investments Total										$	2,415,627	$	2,385,272			211.9	%
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class (30)	Cash Equivalents	—	—		5.02	%	—	$	106,722		106,722		106,722
Cash Equivalents Total										$	106,722	$	106,722			9.5	%
Investments and Cash Equivalents Total										$	2,522,349	$	2,491,994			221.4	%

Forward Foreign Currency Exchange Contracts

Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation(8)
US DOLLARS 100	NORWEGIAN KRONE 1,240	Bank of New York Mellon	7/26/2023	$	(16	)
US DOLLARS 11,934	NORWEGIAN KRONE 122,500	Citibank	7/26/2023		488
US DOLLARS 6,138	POUND STERLING 5,000	Bank of New York Mellon	8/4/2023		(219	)
US DOLLARS 448	AUSTRALIAN DOLLARS 240	Bank of New York Mellon	8/15/2023		289
US DOLLARS 121	EURO 000	Bank of New York Mellon	11/15/2023		(121	)
US DOLLARS 6,092	POUND STERLING 3,125	Bank of New York Mellon	11/17/2023		2,121
US DOLLARS 3,578	EURO 3,260	Bank of New York Mellon	1/18/2024		(16	)
US DOLLARS 15,431	EURO 14,000	Bank of New York Mellon	1/24/2024		(7	)
US DOLLARS 5,068	EURO 4,610	Bank of New York Mellon	2/7/2024		(19	)
US DOLLARS 10,027	AUSTRALIAN DOLLARS 14,470	Bank of New York Mellon	3/5/2024		335
US DOLLARS 11,436	POUND STERLING 9,440	Bank of New York Mellon	3/5/2024		(541	)
US DOLLARS 54,490	EURO 50,480	Bank of New York Mellon	3/5/2024		(1,282	)
US DOLLARS 4,896	CANADIAN DOLLAR 6,610	Bank of New York Mellon	3/5/2024		(119	)
US DOLLARS 2,054	POUND STERLING 1,710	Bank of New York Mellon	3/15/2024		(115	)
US DOLLARS 10,773	EURO 9,890	Bank of New York Mellon	5/17/2024		(187	)
US DOLLARS 3,951	POUND STERLING 3,150	Bank of New York Mellon	6/21/2024		(34	)
US DOLLARS 4,704	POUND STERLING 3,570	Bank of New York Mellon	6/24/2024		142
US DOLLARS 10,866	POUND STERLING 8,950	Citibank	6/24/2024		(456	)
US DOLLARS 33,662	POUND STERLING 27,860	Citibank	1/9/2025		(1,340	)
US DOLLARS 098	EURO 090	Bank of New York Mellon	1/9/2025		(2	)
US DOLLARS 4,186	POUND STERLING 3,430	Bank of New York Mellon	6/10/2025		(99	)
US DOLLARS 5,309	EURO 4,800	Bank of New York Mellon	6/10/2025		(76	)
US DOLLARS 5,371	EURO 5,000	Bank of New York Mellon	6/13/2025		(240	)
US DOLLARS 2,762	AUSTRALIAN DOLLARS 3,739	Bank of New York Mellon	7/28/2025		261
				$	(1,253	)

(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate ("BBSW"), the Bank Bill Swap Bid Rate ("BBSY"), or the Prime Rate (“Prime” or "P"), the Sterling Overnight Index Average ("SONIA") and Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SOFR, or Prime and the current weighted average interest rate in effect at June 30, 2023. Certain investments are subject to a LIBOR, EURIBOR, NIBOR, CIBOR, CDOR, BBSW, SOFR, or Prime interest rate floor.

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

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

(4) Percentages are based on the Company’s net assets of $1,125,779 as of June 30, 2023.

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

(6) The investment or a portion of this investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2023, non-qualifying assets totaled 29.26% of the Company’s total assets.

(7) Loan was on non-accrual status as of June 30, 2023.

(8) Unrealized appreciation on forward currency exchange contracts.

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

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

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

(12) Tick mark not used

(13) Tick mark not used

(14) Non-income producing.

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

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

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

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

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

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

(21) Loan includes interest rate floor of 0.25%.

(22) Tick mark not used

(23) Tick mark not used

(24) Tick mark not used

(25) Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2023, the aggregate fair value of these securities is $419,633 or 37.27% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Investment	Acquisition Date
ACAMS	3/10/2022
ADT Pizza, LLC	10/29/2018
Ansett Aviation Training	3/24/2022
Apollo Intelligence	6/1/2022
Appriss Holdings, Inc.	5/3/2021
AQ Software Corporation	12/10/2021
AQ Software Corporation	4/14/2022
AQ Software Corporation	12/29/2022
ARL Holdings, LLC	5/3/2019
Armor Group, LP	8/28/2018
Bain Capital Senior Loan Program, LLC	12/27/2021
BCC Jetstream Holdings Aviation (Off I), LLC	6/1/2017
BCC Jetstream Holdings Aviation (On II), LLC	6/1/2017
BCC Middle Market CLO 2018-1, LLC	2/28/2022
Blackbrush Oil & Gas, L.P.	9/3/2020
Brook Bidco	7/8/2021
CB Titan Holdings, Inc.	5/1/2017
Cloud Technology Solutions (CTS)	12/15/2022
Congress Wealth	6/30/2023
Darcy Partners	6/1/2022
DC Blox Inc.	3/22/2021
DC Blox Inc.	3/23/2021
Direct Travel, Inc.	10/2/2020
Eagle Rock Capital Corporation	12/9/2021
East BCC Coinvest II, LLC	7/23/2019
Elevator Holdco Inc.	12/23/2019
Eleven Software	4/25/2022
Elk Parent Holdings, LP	11/1/2019
FCG Acquisitions, Inc.	1/24/2019
Fineline Technologies, Inc.	2/22/2021
Investment	Acquisition Date
---	---
Gale Aviation (Offshore) Co	1/2/2019
Gills Point S	5/17/2023
Gluware	10/15/2021
Grammer Investment Holdings LLC	10/1/2018
Hultec	3/31/2023
iBanFirst Facility	7/13/2021
Insigneo Financial Group LLC	8/1/2022
International Senior Loan Program, LLC	2/22/2021
Kellstrom Aerospace Group, Inc	7/1/2019
Legacy Corporate Lending HoldCo, LLC	4/21/2023
Lightning Holdings B, LLC	1/2/2020
masLabor	7/1/2021
MZR Aggregator	12/22/2020
NPC International, Inc.	4/1/2021
Opus2	6/16/2021
Parcel2Go	7/15/2021
PPX	7/29/2021
Precision Ultimate Holdings, LLC	11/6/2019
REP Coinvest III- A Omni, L.P.	2/5/2021
Revalize, Inc.	12/29/2022
Robinson Helicopter	6/30/2022
Service Master	8/16/2021
Superna Inc.	3/8/2022
Taoglas	2/28/2023
Titan Cloud Software, Inc	11/4/2022
TLC Holdco LP	10/11/2019
Toro Private Investments II, L.P.	4/2/2019
Utimaco	6/28/2022
Ventiv Topco, Inc.	9/3/2019
Walker Edison	3/1/2023
WSP	8/31/2021

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

(27) Asset is in an escrow liquidating trust.

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

(29) Assets or a portion thereof are pledged as collateral for the 2019-1 Issuer. See Note 6 "Debt".

(30) Cash equivalents include $36,243 of restricted cash.

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

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

(33) Tick mark not used

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of December 31, 2022

(In thousands)

						Interest			Maturity		Principal /					Market		% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost			Value		NAV (4)
Non-Controlled/Non-Affiliate Investments
Aerospace & Defense
Forming Machining Industries Holdings, LLC (18)(19)	First Lien Senior Secured Loan	L		4.25	%		8.98	%	10/9/2025		$	16,269		16,206			13,504
Forming Machining Industries Holdings, LLC (18)(19)	Second Lien Senior Secured Loan	L		8.25	%		12.98	%	10/9/2026		$	6,540		6,503			5,265
GSP Holdings, LLC (15)(19)(26)(29)	First Lien Senior Secured Loan	L	5.75% (0.25% PIK)				10.48	%	11/6/2025		$	35,352		35,459			33,054
GSP Holdings, LLC (15)(19)(26)	First Lien Senior Secured Loan - Revolver	L	5.75% (0.25% PIK)				10.24	%	11/6/2025		$	4,550		4,528			4,254
Kellstrom Aerospace Group, Inc (14)(19)(25)	Equity Interest		—			—			—			1		1,963			894
Kellstrom Commercial Aerospace, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		9.88	%	7/1/2025		$	29,898		29,611			28,403
Kellstrom Commercial Aerospace, Inc. (3)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	6.25% (0.5% PIK)				11.25	%	7/1/2025		$	1,173		1,136			960
Mach Acquisition R/C (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L		7.50	%		11.96	%	10/18/2026		$	4,017		3,864			3,465
Mach Acquisition T/L (15)(19)(26)	First Lien Senior Secured Loan	L	4.50% (4.00% PIK)				12.72	%	10/18/2026		$	33,012		32,502			31,197
Precision Ultimate Holdings, LLC (14)(19)(25)	Equity Interest		—			—				—		1,417		1,417			1,362
Robinson Helicopter (14)(19)(25)	Equity Interest		—			—			—			1,592		1,592			1,710
Robinson Helicopter (15)(19)(29)	First Lien Senior Secured Loan	SOFR		6.50	%		10.92	%	6/30/2028		$	26,272		25,716			25,878
Saturn Purchaser Corp. (15)(19)(29)	First Lien Senior Secured Loan	SOFR		5.60	%		8.54	%	7/22/2029		$	56,867		56,299			56,867
Saturn Purchaser Corp. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver		—			—			7/22/2029		$	—		(46	)		—
Whitcraft LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR		7.00	%		11.73	%	4/3/2023		$	28,686		28,651			28,686
Whitcraft LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	P		5.00	%		11.25	%	4/3/2023		$	1,450		1,448			1,450
WP CPP Holdings, LLC. (15)(19)	Second Lien Senior Secured Loan	L		7.75	%		12.17	%	4/30/2026		$	11,724		11,659			9,438
Aerospace & Defense Total													$	258,508		$	246,387		22.1	%
Automotive
American Trailer Rental Group (19)(26)	Subordinated Debt		9.00% (2.00% PIK)				11.00	%	12/1/2027		$	4,999		4,937			4,949
American Trailer Rental Group (19)(26)	Subordinated Debt		9.00% (2.00% PIK)				11.00	%	12/1/2027		$	15,424		15,144			15,270
American Trailer Rental Group (19)(26)	Subordinated Debt		9.00% (2.00% PIK)				11.00	%	12/1/2027		$	19,261		18,889			19,068
Cardo (6)(17)(19)	First Lien Senior Secured Loan	L		5.00	%		10.21	%	5/12/2028		$	98		97			98
Intoxalock (15)(19)(29)	First Lien Senior Secured Loan	SOFR		6.75	%		11.18	%	11/1/2028		$	19,522		19,327			19,327
Intoxalock (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		6.75	%		11.18	%	11/1/2028		$	343		310			309
JHCC Holdings, LLC (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L		5.75	%		10.48	%	9/9/2025		$	8,332		8,309			8,145
JHCC Holdings, LLC (15)(19)(29)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	9/9/2025		$	21,263		21,108			20,785
JHCC Holdings, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L		5.75	%		11.17	%	9/9/2025		$	1,746		1,719			1,682
Automotive Total													$	89,840		$	89,633		8.0	%
					Interest			Maturity		Principal /					Market			% of
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Portfolio Company	Investment Type	Index (1)			Rate			Date		Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Banking, Finance, Insurance & Real Estate
Morrow Sodali (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.00	%		9.42	%	4/25/2028		$	815		787			783
Morrow Sodali (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00	%		9.23	%	4/25/2028		$	2,659		2,641			2,619
Morrow Sodali (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00	%		9.48	%	4/25/2028		$	896		832			863
Banking, Finance, Insurance & Real Estate Total												$	4,260		$	4,265			0.4	%
Beverage, Food & Tobacco
NPC International, Inc. (14)(19)(25)(27)	Equity Interest				—				—		342		512			35
Beverage, Food & Tobacco Total												$	512		$	35			0.0	%
Capital Equipment
ClockSpring (15)(19)(26)	Second Lien Senior Secured Loan	SOFR				16.08	%	8/1/2025		$	5,301		5,217			5,248
East BCC Coinvest II, LLC (14)(19)(25)	Equity Interest		—			—			—		1,419		1,419			661
Ergotron Acquisition LLC (18)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75	%		10.18	%	7/6/2028		$	12,219		11,987			11,975
FCG Acquisitions, Inc. (14)(19)(25)	Preferred Equity		—			—			—		4		—			—
Jonathan Acquisition Company (15)(19)	Second Lien Senior Secured Loan	L	9.00	%		13.75	%	12/22/2027		$	8,000		7,843			7,860
TCFIII Owl Finance, LLC (19)	Subordinated Debt		12.00	%		12.00	%	1/30/2027		$	4,841		4,782			4,635
Capital Equipment Total												$	31,248		$	30,379			2.7	%
Chemicals, Plastics & Rubber
AP Plastics Group, LLC (18)(19)(29)	First Lien Senior Secured Loan	L	4.75	%		8.97	%	8/10/2028		$	7,287		7,076			7,069
V Global Holdings LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75	%		8.99	%	12/22/2027		$	5,862		5,761			5,642
V Global Holdings LLC (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver		—			—		12/22/2025		$	—		(147	)		(363	)
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	IBOR	5.75	%		8.04	%	12/22/2027		€	100		103			103
Chemicals, Plastics & Rubber Total												$	12,793		$	12,451			1.1	%

All values are in Euros.

					Interest			Maturity		Principal /					Market		% of
Portfolio Company	Investment Type	Index (1)			Rate			Date		Shares (9)		Cost			Value		NAV (4)
Non-Controlled/Non-Affiliate Investments
Construction & Building
Chase Industries, Inc. (15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	L				11.73	%	5/12/2025		$	1,335		1,334			1,114
Chase Industries, Inc. (15)(19)(26)	First Lien Senior Secured Loan	L				11.73	%	5/12/2025		$	14,122		14,095			11,792
Elk Parent Holdings, LP (14)(19)(25)	Equity Interest					—			—		1		12			630
Elk Parent Holdings, LP (14)(19)(25)	Preferred Equity					—			—		120		1,202			1,545
Regan Development Holdings Limited (6)(18)(19)	First Lien Senior Secured Loan	IBOR	6.50	%		8.29	%	4/18/2023		€	2,087		2,274			2,139
Regan Development Holdings Limited (6)(18)(19)	First Lien Senior Secured Loan	IBOR	6.50	%		8.29	%	4/18/2023		€	677		768			694
Regan Development Holdings Limited (6)(18)(19)	First Lien Senior Secured Loan	IBOR	6.50	%		8.29	%	4/18/2023		€	6,335		6,888			6,477
SAM (19)(26)	First Lien Senior Secured Loan					11.25	%	5/9/2028		$	34,277		34,002			32,392
Service Master (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	8.50	%		12.94	%	8/16/2027		$	7,030		6,677			6,746
Service Master (15)(19)	First Lien Senior Secured Loan	L	7.50	%		12.99	%	8/16/2027		$	926		911			926
Service Master (14)(19)(25)	Equity Interest					—			—		350		350			426
Service Master (15)(19)	First Lien Senior Secured Loan	SOFR	8.50	%		12.94	%	8/16/2027		$	21,923		21,923			21,923
YLG Holdings, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L	5.00	%		9.93	%	10/31/2025		$	27,151		27,067			27,151
YLG Holdings, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L	5.00	%		9.21	%	10/31/2025		$	5,022		5,017			5,022
YLG Holdings, Inc. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver		—			—		10/31/2025		$	—		(40	)		—
Construction & Building Total												$	122,480		$	118,977		10.7	%
Consumer Goods: Durable
New Milani Group LLC (15)(19)	First Lien Senior Secured Loan	L	6.00	%		10.73	%	6/6/2024		$	21,475		21,053			21,206
Stanton Carpet (15)(19)	Second Lien Senior Secured Loan	L	9.00	%		13.77	%	3/31/2028		$	11,434		11,232			11,434
Tangent Technologies Acquisition, LLC (15)(19)	Second Lien Senior Secured Loan	SOFR	8.75	%		12.95	%	5/30/2028		$	8,915		8,756			8,915
TLC Holdco LP (14)(19)(25)	Equity Interest					—			—		1,281		1,221			—
TLC Purchaser, Inc. (15)(19)(26)(29)	First Lien Senior Secured Loan	L				11.02	%	10/13/2025		$	35,621		35,007			27,874
TLC Purchaser, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L	6.25	%		10.77	%	10/13/2025		$	7,693		7,549			5,622
Consumer Goods: Durable Total												$	84,818		$	75,051		6.7	%

All values are in Euros.

						Interest			Maturity		Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Consumer Goods: Non-Durable
Fineline Technologies, Inc. (14)(19)(25)	Equity Interest		—				—			—		939		939			1,083
FL Hawk Intermediate Holdings, Inc. (15)(19)	Second Lien Senior Secured Loan	L		9.00	%		13.73	%	8/22/2028		$	15,125		14,753			15,125
RoC Opco LLC (15)(19)(29)	First Lien Senior Secured Loan	L		8.50	%		12.73	%	2/25/2025		$	15,041		14,882			15,041
RoC Opco LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L		8.50	%		12.45	%	2/25/2025		$	2,731		2,653			2,731
Solaray, LLC (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.75	%		10.43	%	9/9/2023		$	14,165		14,165			14,094
Solaray, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR		5.75	%		10.43	%	9/9/2023		$	30,762		30,762			30,608
Solaray, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		3.55	%		9.08	%	9/9/2023		$	5,950		5,941			5,950
WU Holdco, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L		5.50	%		10.23	%	3/26/2026		$	1,700		1,674			1,598
WU Holdco, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	3/26/2026		$	37,677		37,272			35,417
WU Holdco, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	L		5.50	%		10.23	%	3/26/2025		$	2,930		2,906			2,592
Consumer Goods: Non-Durable Total													$	125,947		$	124,239			11.1	%
Consumer Goods: Wholesale
WSP Initial Term Loan (15)(19)(29)	First Lien Senior Secured Loan	L		6.25	%		10.63	%	4/27/2027		$	6,002		5,905			5,477
WSP Initial Term Loan (2)(3)(5)(19)	First Lien Senior Secured Loan - Delayed Draw		—			—			4/27/2027		$	—		(8	)		(157	)
WSP LP Interest (14)(19)(25)	Equity Interest		—			—				—		2,898		2,898			1,506
WSP Revolving Loan (3)(18)(19)	First Lien Senior Secured Loan - Revolver	L		6.25	%		10.63	%	4/27/2027		$	47		40			8
Consumer Goods: Wholesale Total													$	8,835		$	6,834			0.6	%
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (16)(19)(29)	First Lien Senior Secured Loan	L		6.00	%		10.38	%	12/29/2027		$	4,083		4,013			4,032
ASP-r-pac Acquisition Co LLC (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver		—				—		12/29/2027		$	—		(54	)		(41	)
Iris Holding, Inc. (17)(29)	First Lien Senior Secured Loan	SOFR		4.75	%		8.94	%	6/28/2028		$	13,017		12,379			11,871
Containers, Packaging & Glass Total													$	16,338		$	15,862			1.4	%
Energy: Oil & Gas
Amspec Services, Inc. (15)(19)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	7/2/2024		$	2,770		2,751			2,770
Amspec Services, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	7/2/2024		$	32,990		32,858			32,990
Amspec Services, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	P		3.75	%		11.25	%	7/2/2024		$	1,204		1,186			1,204
Energy: Oil & Gas Total													$	36,795		$	36,964			3.3	%
					Interest			Maturity		Principal /					Market			% of
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Portfolio Company	Investment Type	Index (1)			Rate			Date		Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Environmental Industries
Reconomy (6)(15)(19)	First Lien Senior Secured Loan	SONIA	6.25	%		9.68	%	6/24/2029		£	68		82			82
Reconomy (6)(18)(19)	First Lien Senior Secured Loan	IBOR	6.00	%		8.20	%	6/24/2029		€	27		28			29
Reconomy (3)(5)(6)(19)	First Lien Senior Secured Loan - Delayed Draw					—		6/24/2029		£	—		(75	)		—
Reconomy (3)(5)(6)(19)	First Lien Senior Secured Loan - Delayed Draw					—		6/24/2029		£	—		(75	)		—
Titan Cloud Software, Inc (14)(19)(25)	Equity Interest					—			—		3,226		3,226			3,226
Titan Cloud Software, Inc (15)(19)	First Lien Senior Secured Loan	SOFR	6.60	%		11.05	%	9/7/2029		$	25,714		25,464			25,457
Titan Cloud Software, Inc (2)(3)(5)(19)	First Lien Senior Secured Loan - Delayed Draw					—		9/7/2029		$	—		(108	)		(114	)
Titan Cloud Software, Inc (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver					—		9/7/2028		$	—		(54	)		(57	)
Environmental Industries Total												$	28,488		$	28,623			2.6	%
FIRE: Finance
Allworth Financial Group, L.P. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	4.75	%		9.17	%	12/23/2026		$	1,505		1,490			1,460
Allworth Financial Group, L.P. (3)(15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.75	%		9.17	%	12/23/2026		$	874		861			848
Allworth Financial Group, L.P. (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver					—		12/23/2026		$	—		(12	)		(73	)
FNZ UK Finco Limited (6)(18)(19)	First Lien Senior Secured Loan	L	5.50	%		8.06	%	9/30/2026		AUD	81		55			55
Insigneo Financial Group LLC (15)(19)	First Lien Senior Secured Loan	SOFR	6.25	%		9.19	%	8/1/2028		$	3,825		3,733			3,729
Insigneo Financial Group LLC (14)(19)(25)	Equity Interest					—			—		2,190		2,191			2,190
Parmenion (6)(15)(19)	First Lien Senior Secured Loan	SONIA	5.75	%		8.68	%	5/11/2029		£	328		409			396
TA/Weg Holdings (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00	%		10.75	%	10/2/2025		$	2,373		2,364			2,373
TA/Weg Holdings (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00	%		9.41	%	10/2/2025		$	9,399		9,399			9,399
FIRE: Finance Total												$	20,490		$	20,377			1.8	%

All values are in Euros.

					Interest			Maturity		Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)			Rate			Date		Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
FIRE: Insurance
Margaux Acquisition Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L	5.75	%		9.49	%	12/19/2024		$	9,105		9,088			9,105
Margaux Acquisition Inc. (15)(19)(29)	First Lien Senior Secured Loan	L	5.75	%		9.49	%	12/19/2024		$	17,591		17,445			17,591
Margaux Acquisition Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75	%		9.98	%	12/19/2024		$	957		939			957
Margaux UK Finance Limited (3)(5)(6)(19)	First Lien Senior Secured Loan - Revolver					—		12/19/2024		£	—		(5	)		—
Margaux UK Finance Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.75	%		8.06	%	12/19/2024		£	7,493		9,689			9,053
MRHT (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	IBOR	6.50	%		8.41	%	7/26/2028		€	2,631		2,655			2,817
MRHT (6)(18)(19)	First Lien Senior Secured Loan	IBOR	5.50	%		6.90	%	7/26/2028		€	500		535			535
MRHT (6)(18)(19)	First Lien Senior Secured Loan	IBOR	5.50	%		7.06	%	7/26/2028		€	216		249			231
MRHT (6)(18)(19)	First Lien Senior Secured Loan	IBOR	5.50	%		7.41	%	7/26/2028		€	100		101			107
Paisley Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan- Revolver	IBOR	5.50	%		8.30	%	11/26/2028		£	5,165		6,128			6,257
Paisley Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan- Revolver	IBOR	5.50	%		7.11	%	11/26/2028		€	32		36			34
World Insurance (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75	%		10.33	%	4/1/2026		$	8,274		8,218			8,192
World Insurance (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75	%		10.33	%	4/1/2026		$	3,114		3,070			3,083
World Insurance (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75	%		10.07	%	4/1/2026		$	605		593			596
FIRE: Insurance Total												$	58,741		$	58,558			5.3	%
Healthcare & Pharmaceuticals
Apollo Intelligence (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75	%		9.93	%	6/1/2028		$	15,271		15,127			15,271
Apollo Intelligence (3)(5)(19)	First Lien Senior Secured Loan - Delayed Draw					—		6/1/2028		$	—		(87	)		—
Apollo Intelligence (3)(5)(19)	First Lien Senior Secured Loan - Revolver					—		6/1/2028		$	—		(65	)		—
Apollo Intelligence (14)(19)(25)	Equity Interest					—			—		32		3,197			3,164
CB Titan Holdings, Inc. (14)(19)(25)	Preferred Equity					—			—		1,953		1,953			612
CPS Group Holdings, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L	5.75	%		10.48	%	3/3/2025		$	44,790		44,606			44,566
CPS Group Holdings, Inc. (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver					—		3/3/2025		$	—		(27	)		(25	)
Datix Bidco Limited (6)(19)	First Lien Senior Secured Loan - Revolver	SONIA	4.50	%		6.69	%	10/28/2024		£	10		11			12
Datix Bidco Limited (6)(18)(19)	Second Lien Senior Secured Loan	SONIA	7.75	%		9.44	%	4/27/2026		£	121		164			147
Datix Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	BBSW	4.50	%		8.07	%	4/28/2025		AUD	42		32			29
Great Expressions Dental Center PC (15)(19)(26)	First Lien Senior Secured Loan	L				9.19	%	9/28/2023		$	7,730		7,768			7,285
Great Expressions Dental Center PC (3)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	L				9.19	%	9/28/2023		$	1,080		1,078			1,010
Mertus 522. GmbH (6)(18)(19)	First Lien Senior Secured Loan	IBOR	6.25	%		8.11	%	5/28/2026		€	131		142			138
Mertus 522. GmbH (6)(18)(19)	First Lien Senior Secured Loan	IBOR	6.25	%		8.69	%	5/28/2026		€	225		248			236
Premier Imaging, LLC (15)(19)(29)	First Lien Senior Secured Loan	L	5.75	%		10.13	%	1/2/2025		$	7,141		7,064			7,141
Premier Imaging, LLC (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	L	5.75	%		10.13	%	1/2/2025		$	1,936		1,866			1,936
SunMed Group Holdings, LLC (16)(19)(29)	First Lien Senior Secured Loan	L	5.75	%		10.48	%	6/16/2028		$	8,694		8,568			8,151
SunMed Group Holdings, LLC (3)(16)(19)	First Lien Senior Secured Loan - Revolver	L	5.75	%		10.48	%	6/16/2027		$	590		574			513
TecoStar Holdings, Inc. (15)(19)	Second Lien Senior Secured Loan	L	8.50	%		12.91	%	11/1/2024		$	9,472		9,390			8,264
Healthcare & Pharmaceuticals Total												$	101,609		$	98,450			8.8	%

All values are in Euros.

						Interest			Maturity		Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
High Tech Industries
Access (6)(18)(19)	First Lien Senior Secured Loan	SONIA		5.25	%		8.68	%	6/4/2029		£	80		98			97
Access (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		5.25	%		8.68	%	6/4/2029		£	7,578		8,549			9,156
AMI US Holdings Inc. (6)(15)(19)(29)	First Lien Senior Secured Loan	L		5.25	%		9.63	%	4/1/2025		$	3,856		3,822			3,856
Applitools (6)(19)(32)	First Lien Senior Secured Loan	SOFR		6.25	%		10.57	%	5/25/2029		$	25,316		25,085			25,063
Applitools (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver		—				—		5/25/2028		$	—		(31	)		(34	)
Appriss Holdings, Inc. (14)(19)(25)	Equity Interest		—				—		-			2,136		1,606			1,470
Appriss Holdings, Inc. (15)(19)	First Lien Senior Secured Loan	L		7.25	%		11.54	%	5/6/2027		$	11,264		11,084			10,926
Appriss Holdings, Inc. (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver		—				—		5/6/2027		$	—		(11	)		(23	)
AQ Software Corporation (14)(18)(19)(25)	Preferred Equity		—				—			—		1		1,107			1,095
AQ Software Corporation (14)(18)(19)(25)	Preferred Equity		—				—		—			2		1,844			1,825
AQ Software Corporation (14)(19)(25)	Preferred Equity		—				—		—			1		507			502
CB Nike IntermediateCo Ltd (3)(6)(19)	First Lien Senior Secured Loan - Revolver		—				—		10/31/2025		$	—		—			—
CB Nike IntermediateCo Ltd (6)(15)(19)	First Lien Senior Secured Loan	L		4.75	%		9.16	%	10/31/2025		$	344		340			344
Cloud Technology Solutions (CTS) (6)(14)(19)(25)	Preferred Equity		—				—		—			4,408		5,360			5,326
Cloud Technology Solutions (CTS) (6)(18)(19)	First Lien Senior Secured Loan	SONIA		7.50	%		11.93	%	1/3/2030		£	7,406		8,815			8,859
Cloud Technology Solutions (CTS) (2)(3)(5)(6)(19)	First Lien Senior Secured Loan - Revolver		—				—		—		£	—		(13	)		(17	)
Drilling Info Holdings, Inc (18)	First Lien Senior Secured Loan	L		4.25	%		8.63	%	7/30/2025		$	11,149		11,133			10,759
Eagle Rock Capital Corporation (14)(18)(19)(25)	Preferred Equity		—				—		—			3,345		3,345			3,575
Element Buyer, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L		5.50	%		9.89	%	7/19/2025		$	10,965		10,978			10,965
Element Buyer, Inc. (15)(19)	First Lien Senior Secured Loan	L		5.50	%		9.89	%	7/18/2025		$	36,625		36,767			36,625
Element Buyer, Inc. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver		—				—		7/19/2024		$	—		(16	)		—
Eleven Software (15)(19)	First Lien Senior Secured Loan	SOFR		8.00	%		11.55	%	4/25/2027		$	7,439		7,371			7,439
Eleven Software (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		8.25	%		12.77	%	9/25/2026		$	149		136			149
Eleven Software (14)(19)(25)	Preferred Equity		—				—		—			896		896			946
Gluware (19)(26)	First Lien Senior Secured Loan		9.00% (3.50% PIK)				12.50	%	10/15/2025		$	19,576		18,915			18,206
Gluware (14)(19)(25)	Warrants		—				—		—			3,328		478			399
MRI Software LLC (15)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	2/10/2026		$	25,662		25,602			24,732
MRI Software LLC (2)(3)	First Lien Senior Secured Loan - Revolver		—				—		2/10/2026		$	—		53			(65	)
NearMap (6)(18)(19)	First Lien Senior Secured Loan	SOFR		7.25	%		11.48	%	12/9/2029		$	39,648		38,855			38,855
NearMap (2)(3)(5)(6)(19)	First Lien Senior Secured Loan - Revolver		—				—		12/9/2029		$	—		(92	)		(93	)
Revalize, Inc. (14)(19)(25)	Preferred Equity		—				—		—			1		1,431			1,431
Revalize, Inc. (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.75	%		10.48	%	4/15/2027		$	5,358		5,313			5,077
Revalize, Inc. (18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.75	%		10.46	%	4/15/2027		$	2,009		1,993			1,904
Revalize, Inc. (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver		—				—		4/15/2027		$	—		(11	)		(70	)
					Interest			Maturity	Principal /					Market			% of
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Portfolio Company	Investment Type	Index (1)			Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
High Tech Industries Continued
Superna Inc. (2)(3)(5)(6)(19)	First Lien Senior Secured Loan - Delayed Draw					—		3/6/2028	$	—		(23	)		(53	)
Superna Inc. (2)(3)(5)(6)(19)	First Lien Senior Secured Loan - Revolver					—		3/6/2028	$	—		(23	)		(53	)
Superna Inc. (6)(15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.50	%		11.24	%	3/6/2028	$	14,920		14,652			14,622
Superna Inc. (6)(14)(19)(25)	Equity Interest					—		—		1,463		1,463			1,429
Swoogo LLC (15)(19)	First Lien Senior Secured Loan	L	8.00	%		12.24	%	12/9/2026	$	2,330		2,291			2,295
Swoogo LLC (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver					—		12/9/2026	$	—		(20	)		(19	)
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	IBOR	6.00	%		7.95	%	5/13/2029	€	92		98			99
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	SOFR	6.00	%		10.06	%	5/13/2029	$	128		127			128
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	SOFR	6.00	%		10.06	%	5/13/2029	$	262		259			262
Utimaco (6)(14)(19)(25)	Equity Interest					—		—		147		2,123			2,203
Utimaco (6)(14)(19)(25)	Preferred Equity					—		—		147		2,123			2,203
Ventiv Holdco, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50	%		10.18	%	9/3/2025	$	13,771		13,668			13,530
Ventiv Holdco, Inc. (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver					—		9/3/2025	$	—		(21	)		(30	)
Ventiv Topco, Inc. (14)(19)(25)	Equity Interest					—		—		28		2,833			2,230
VPARK BIDCO AB (6)(16)(19)	First Lien Senior Secured Loan	CIBOR	4.00	%		6.03	%	3/10/2025	DKK	570		92			82
VPARK BIDCO AB (6)(16)(19)	First Lien Senior Secured Loan	NIBOR	4.00	%		7.12	%	3/10/2025	NOK	740		93			76
High Tech Industries Total											$	271,044		$	268,283			24.0	%
Hospitality Holdings
PPX (14)(19)(25)	Preferred Equity	—			—			—		33		—			201
PPX (14)(19)(25)	Preferred Equity	—			—			—		33		5,000			5,836
Hospitality Holdings Total											$	5,000		$	6,037			0.6	%
Hotel, Gaming & Leisure
Aimbridge Acquisition Co., Inc. (18)(19)	Second Lien Senior Secured Loan	L	7.50	%		11.62	%	2/1/2027	$	14,193		13,917			13,483
Concert Golf Partners Holdco (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75	%		10.28	%	3/30/2029	$	6,816		6,690			6,816
Concert Golf Partners Holdco LLC (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75	%		10.28	%	4/2/2029	$	1,852		1,777			1,852
Concert Golf Partners Holdco LLC (3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver					—		3/31/2028	$	—		(44	)		—
Saltoun (19)(29)	First Lien Senior Secured Loan		11.00	%		11.00	%	4/11/2028	$	4,714		4,714			4,573
Saltoun (3)(19)	First Lien Senior Secured Loan - Delayed Draw		10.50	%		10.50	%	4/11/2028	$	1,352		1,352			881
Hotel, Gaming & Leisure Total											$	28,406		$	27,605			2.5	%

All values are in Euros.

					Interest			Maturity	Principal /					Market		% of
Portfolio Company	Investment Type	Index (1)			Rate			Date	Shares (9)		Cost			Value		NAV (4)
Non-Controlled/Non-Affiliate Investments
Media: Advertising, Printing & Publishing
Ansira Holdings, Inc. (7)(14)(15)(19)	First Lien Senior Secured Loan	L	6.50	%		10.91	%	12/20/2024	$	42,836		40,675			20,989
Ansira Holdings, Inc. (7)(14)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	L	6.50	%		11.23	%	12/20/2024	$	5,134		5,017			2,516
Ansira Holdings, Inc. (3)(7)(14)(15)(19)	First Lien Senior Secured Loan - Revolver	L	5.75	%		8.79	%	12/20/2024	$	5,383		5,099			1,771
Ansira Holdings, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw					—		12/20/2024	$	—		—			—
TGI Sport Bidco Pty Ltd (6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	L	7.00	%		11.39	%	4/30/2026	AUD	4,166		2,851			2,851
TGI Sport Bidco Pty Ltd (6)(17)(19)	First Lien Senior Secured Loan	BBSY	7.00	%		10.07	%	4/30/2026	AUD	97		75			66
Media: Advertising, Printing & Publishing Total											$	53,717		$	28,193		2.5	%
Media: Broadcasting & Subscription
Lightning Finco Limited (6)(16)(19)	First Lien Senior Secured Loan	L	5.50	%		10.23	%	8/31/2028	$	1,443		1,431			1,443
Lightning Finco Limited (6)(16)(19)	First Lien Senior Secured Loan	IBOR	5.50	%		7.45	%	8/31/2028	€	1,300		1,418			1,392
Media: Broadcasting & Subscription Total											$	2,849		$	2,835		0.3	%
Media: Diversified & Production
9 Story Media Group Inc. (3)(5)(6)(19)	First Lien Senior Secured Loan - Revolver		—			—		4/30/2026	CAD	—		(1	)		—
9 Story Media Group Inc. (6)(16)(19)	First Lien Senior Secured Loan	CDOR	5.25	%		9.98	%	4/30/2026	CAD	1,292		1,001			953
9 Story Media Group Inc. (6)(18)(19)	First Lien Senior Secured Loan	IBOR	5.25	%		7.20	%	4/30/2026	€	585		619			626
Aptus 1724 Gmbh (6)(19)(21)	First Lien Senior Secured Loan	L	6.25	%		10.97	%	2/23/2028	$	4,971		4,971			4,909
Efficient Collaborative Retail Marketing Company, LLC (15)(19)	First Lien Senior Secured Loan	L	6.75	%		11.13	%	6/30/2024	$	14,961		14,961			12,717
Efficient Collaborative Retail Marketing Company, LLC (15)(19)	First Lien Senior Secured Loan	L	6.75	%		11.13	%	6/30/2024	$	9,711		9,736			8,254
Efficient Collaborative Retail Marketing Company, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L	5.25	%		9.99	%	6/30/2024	$	1,275		1,275			1,275
International Entertainment Investments Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA	4.75	%		7.71	%	11/30/2025	£	87		107			106
Music Creation Group Bidco GmbH (6)(19)(21)	First Lien Senior Secured Loan	L	6.25	%		10.97	%	2/23/2028	$	4,065		3,977			4,014
Media: Diversified & Production Total											$	36,646		$	32,854		2.9	%
Media: Publishing
OGH Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.25	%		7.44	%	6/29/2029	£	139		164			168
OGH Bidco Limited (3)(5)(6)(19)	First Lien Senior Secured Loan - Delayed Draw		—			—		6/29/2029	£	—		(68	)		—
Media: Publishing Total											$	96		$	168		0.0	%

All values are in Euros.

						Interest			Maturity	Principal /				Market		% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		NAV (4)
Non-Controlled/Non-Affiliate Investments
Retail
Batteries Plus Holding Corporation (15)(19)(29)	First Lien Senior Secured Loan	L		6.75	%		11.13	%	6/30/2023	$	18,172		18,172		18,172
Batteries Plus Holding Corporation (3)(15)(19)	First Lien Senior Secured Loan - Revolver	P		5.75	%		11.13	%	6/30/2023	$	916		915		916
New Look (Delaware) Corporation (6)(15)(19)(29)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	5/26/2028	$	9,653		9,568		9,266
New Look (Delaware) Corporation (3)(6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR		5.50	%		10.38	%	5/26/2028	$	385		376		292
New Look Vision Group (6)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR		5.50	%		10.38	%	5/26/2028	CAD	55		44		39
New Look Vision Group (3)(6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR		5.50	%		10.38	%	5/26/2028	CAD	29		22		18
New Look Vision Group (3)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	CDOR		5.50	%		10.38	%	5/26/2026	CAD	1,688		1,250		1,173
Thrasio, LLC (15)(29)	First Lien Senior Secured Loan	L		7.00	%		11.17	%	12/18/2026	$	8,485		8,308		7,519
Walker Edison (7)(14)(15)(19)(26)(29)	First Lien Senior Secured Loan	L	5.75% (3.00% PIK)				13.48	%	8/5/2027	$	21,019		20,685		13,084
Retail Total												$	59,340	$	50,479		4.6	%
Services: Business
ACAMS (14)(19)(25)	Equity Interest			—			—		—		3,337		3,337		3,859
AMCP Clean Acquisition Company, LLC (18)	First Lien Senior Secured Loan	SOFR		4.35	%		8.67	%	7/10/2025	$	16,254		16,141		13,491
AMCP Clean Acquisition Company, LLC (18)	First Lien Senior Secured Loan - Delayed Draw	SOFR		4.35	%		8.67	%	7/10/2025	$	3,934		3,906		3,265
Avalon Acquiror, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR		6.25	%		10.83	%	3/10/2028	$	24,598		24,376		24,352
Avalon Acquiror, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		6.25	%		10.74	%	3/10/2028	$	1,050		886		966
Brook Bidco (6)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	3.00% (4.25% PIK)				10.16	%	7/7/2028	£	717		976		867
Brook Bidco (6)(14)(19)(25)	Preferred Equity			—			—		—		5,675		7,783		7,136
Caribou Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA		6.00	%		7.19	%	1/29/2029	£	8,070		10,801		9,751
Caribou Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		6.00	%		7.19	%	1/29/2029	£	16		20		19
Chamber Bidco Limited (6)(17)(19)	First Lien Senior Secured Loan	L		5.50	%		9.28	%	6/7/2028	$	237		235		237
Darcy Partners (19)(32)	First Lien Senior Secured Loan	SOFR		7.75	%		12.44	%	6/1/2028	$	1,526		1,511		1,526
Darcy Partners (19)(25)	Equity Interest			—			—		—		359		359		434
Darcy Partners (3)(19)	First Lien Senior Secured Loan - Revolver			—			—		6/1/2028	$	—		—		—
Elevator Holdco Inc. (14)(19)(25)	Equity Interest			—			—		—		2		2,448		3,241
iBanFirst (6)(19)(26)	First Lien Senior Secured Loan		10.00% PIK				10.00	%	7/13/2028	€	2,820		2,889		3,019
iBanFirst (6)(19)(26)	First Lien Senior Secured Loan		10.00% PIK				10.00	%	7/13/2028	€	80		83		85
iBanFirst (6)(19)(26)	First Lien Senior Secured Loan	EURIBOR	8.50% PIK				10.04	%	7/13/2028	€	3,000		3,018		3,212
iBanFirst Facility (6)(14)(19)(25)	Preferred Equity			—			—		—		7,112		8,136		12,463
Learning Pool (6)(16)(19)(26)	First Lien Senior Secured Loan	L	7.25% PIK				10.56	%	7/7/2028	£	284		366		343
Learning Pool (6)(16)(19)(26)	First Lien Senior Secured Loan	L	7.25% PIK				10.56	%	7/7/2028	£	102		131		123
masLabor (19)(25)	Equity Interest			—			—		—		345		345		968
masLabor (3)(15)(19)	First Lien Senior Secured Loan - Revolver	P		6.50	%		13.50	%	7/1/2027	$	689		672		689
masLabor (15)(19)	First Lien Senior Secured Loan	L		7.50	%		11.24	%	7/1/2027	$	8,492		8,275		8,492
					Interest			Maturity	Principal /					Market			% of
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Portfolio Company	Investment Type	Index (1)			Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Services: Business Continued
Opus2 (6)(14)(19)(25)	Equity Interest		—			—		—		2,272		2,900			2,958
Opus2 (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.00	%		7.96	%	5/5/2028	£	123		167			148
Parcel2Go (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.00	%		8.93	%	7/15/2028	£	39		50			45
Parcel2Go (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.00	%		9.43	%	7/15/2028	£	125		169			147
Parcel2Go (6)(14)(19)(25)	Equity Interest		—			—		—		3,605		4,237			3,247
Refine Intermediate, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L	4.50	%		9.23	%	3/3/2027	$	1,094		1,077			1,094
Refine Intermediate, Inc. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver		—			—		9/3/2026	$	—		(76	)		—
Smartronix (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver		—			—		11/23/2027	$	—		(106	)		(158	)
Smartronix (15)(19)(29)	First Lien Senior Secured Loan	L	6.00	%		10.17	%	11/23/2028	$	12,636		12,419			12,320
Spring Finco BV (6)(18)(19)	First Lien Senior Secured Loan	NIBOR	6.00	%		9.08	%	7/15/2029	NOK	503		51			51
Spring Finco BV (3)(6)(19)	First Lien Senior Secured Loan - Delayed Draw					—		7/15/2029	NOK	—		—			—
SumUp Holdings Luxembourg S.à.r.l. (6)(19)(32)	First Lien Senior Secured Loan	IBOR	8.50	%		10.48	%	2/17/2026	€	6,650		7,951			7,119
SumUp Holdings Luxembourg S.à.r.l. (6)(19)(32)	First Lien Senior Secured Loan	IBOR	8.50	%		10.48	%	2/17/2026	€	155		180			166
TEI Holdings Inc. (15)(19)(29)	First Lien Senior Secured Loan	L	5.75	%		10.48	%	12/23/2026	$	36,044		35,902			36,044
TEI Holdings Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L	5.75	%		10.47	%	12/23/2025	$	307		261			307
WCI Gigawatt Purchaser (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L	5.75	%		10.48	%	11/19/2027	$	4,804		4,714			4,708
WCI Gigawatt Purchaser (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L	5.75	%		10.04	%	11/19/2027	$	965		906			901
WCI Gigawatt Purchaser (15)(19)(29)	First Lien Senior Secured Loan	L	5.75	%		10.41	%	11/19/2027	$	1,447		1,420			1,418
Services: Business Total											$	168,916		$	169,053			15.1	%
Services: Consumer
MZR Aggregator (14)(19)(25)	Equity Interest		—			—		—		1		798			786
MZR Buyer, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.75	%		11.72	%	12/21/2026	$	16,806		16,570			16,806
MZR Buyer, LLC (3)(5)(19)	First Lien Senior Secured Loan - Revolver		—			—		12/21/2026	$	—		(69	)		—
Surrey Bidco Limited (6)(7)(14)(17)(19)(26)	First Lien Senior Secured Loan	SONIA				8.97	%	5/11/2026	£	54		67			46
Zeppelin BidCo Pty Limited (6)(18)(19)	First Lien Senior Secured Loan	BBSY	5.00	%		7.89	%	6/28/2024	AUD	206		142			140
Services: Consumer Total											$	17,508		$	17,778			1.6	%
Telecommunications
DC Blox Inc. (14)(19)(25)	Equity Interest		—			—		—		124		—			—
DC Blox Inc. (14)(19)(25)	Preferred Equity		—			—		—		3,822		3,851			4,548
DC Blox Inc. (3)(15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	L				11.74	%	3/22/2026	$	29,262		29,046			29,262
DC Blox Inc. (14)(19)(25)	Warrants		—			—		—		177		2			—
Meriplex Communications, Ltd. (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.00	%		9.42	%	7/17/2028	$	15,294		15,003			15,141
Meriplex Communications, Ltd. (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00	%		9.42	%	7/17/2028	$	3,304		3,189			3,181
Meriplex Communications, Ltd. (3)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.00	%		9.42	%	7/17/2028	$	282		230			254
Telecommunications Total											$	51,321		$	52,386			4.7	%

All values are in Euros.

						Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Transportation: Cargo
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		9.71	%	5/5/2025	$	5,913		5,869			5,913
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		9.71	%	5/5/2025	$	2,399		2,375			2,398
A&R Logistics, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR		6.00	%		9.71	%	5/5/2025	$	31,982		31,670			31,981
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR		6.50	%		10.21	%	5/5/2025	$	2,688		2,673			2,688
A&R Logistics, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		6.00	%		9.99	%	5/5/2025	$	361		255			361
ARL Holdings, LLC (14)(19)(25)	Equity Interest			—			—		—		—		445			635
ARL Holdings, LLC (14)(19)(25)	Equity Interest			—			—		—		9		9			1,045
Grammer Investment Holdings LLC (14)(19)(25)	Equity Interest			—			—		—		1,011		1,011			1,045
Grammer Investment Holdings LLC (14)(19)(25)	Warrants			—			—		—		122		—			125
Grammer Investment Holdings LLC (19)(25)	Preferred Equity			10.00	%		10.00	%	—		9		791			916
Grammer Purchaser, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L		4.50	%		9.72	%	9/30/2024	$	3,830		3,768			3,830
Grammer Purchaser, Inc. (3)(15)(19)(29)	First Lien Senior Secured Loan - Revolver	SOFR		4.50	%		8.79	%	9/30/2024	$	516		516			516
Gulf Winds International (18)(19)(29)	First Lien Senior Secured Loan	SOFR		7.00	%		11.33	%	12/16/2028	$	26,625		25,828			25,826
Gulf Winds International (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver			—			—		12/16/2028	$	—		(158	)		(159	)
Omni Intermediate (3)(5)(15)(19)	First Lien Senior Secured Loan - Delayed Draw			—			—		11/23/2026	$	—		(4	)		—
Omni Intermediate (15)(19)(29)	First Lien Senior Secured Loan	SOFR		5.00	%		9.73	%	11/23/2026	$	1,175		1,166			1,175
Omni Intermediate (3)(19)	First Lien Senior Secured Loan - Revolver						—		11/30/2026	$	—		—			—
Omni Logistics, LLC (15)(19)	Second Lien Senior Secured Loan	SOFR		9.00	%		13.69	%	12/30/2027	$	8,770		8,686			8,771
REP Coinvest III- A Omni, L.P. (14)(19)(25)	Equity Interest		—				—		—		1,377		1,377			3,387
RoadOne (18)(19)(29)	First Lien Senior Secured Loan	SOFR		6.25	%		10.81	%	12/29/2028	$	19,289		18,711			18,711
RoadOne (2)(3)(5)(19)	First Lien Senior Secured Loan - Delayed Draw			—			—		—	$	—		(85	)		(85	)
RoadOne (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR		6.25	%		10.81	%	12/29/2028	$	998		866			866
Transportation: Cargo Total												$	105,769		$	109,945			9.9	%
Transportation: Consumer
Toro Private Investments II, L.P. (6)(14)(19)(25)	Equity Interest			—			—		—		3,090		3,090			1,066
Toro Private Investments II, L.P. (18)(26)	First Lien Senior Secured Loan	L	5.00% (1.75% PIK)				11.48	%	5/29/2026	$	6,756		5,297			4,645
Toro Private Investments II, L.P. (15)(26)	First Lien Senior Secured Loan	L	1.50% (7.25% PIK)				13.48	%	2/28/2025	$	401		399			402
Transportation: Consumer Total												$	8,786		$	6,113			0.5	%
						Interest			Maturity	Principal /					Market			% of
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Wholesale
Abracon Group Holding, LLC. (18)(19)(29)	First Lien Senior Secured Loan	SOFR		5.90	%		10.48	%	7/6/2028	$	11,518		11,299			11,288
Abracon Group Holding, LLC. (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver			—			—		7/6/2028	$	—		(37	)		(40	)
Abracon Group Holding, LLC. (2)(3)(5)(19)	First Lien Senior Secured Loan - Delayed Draw		—				—		7/6/2028	$	—		(47	)		(101	)
Aramsco, Inc. (18)(19)(29)	First Lien Senior Secured Loan	L		5.25	%		9.63	%	8/28/2024	$	14,066		13,958			14,066
Aramsco, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	L		5.25	%		9.59	%	8/28/2024	$	677		654			677
Armor Group, LP (14)(19)(25)	Equity Interest		—				—		—		10		1,012			1,952
SureWerx (18)(19)	First Lien Senior Secured Loan	SOFR		6.75	%		11.30	%	12/28/2029	$	8,365		8,156			8,198
SureWerx (2)(3)(5)(19)	First Lien Senior Secured Loan - Delayed Draw		—				—		12/28/2029	$	—		(30	)		(20	)
SureWerx (3)(18)(19)	First Lien Senior Secured Loan - Revolver		—				—		12/28/2028	$	134		107			113
Wholesale Total												$	35,072		$	36,133			3.2	%
Non-Controlled/Non-Affiliate Investments Total												$	1,846,172		$	1,774,947			159.0	%
						Interest			Maturity		Principal /				Market		% of
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost		Value		NAV (4)
Non-Controlled/Affiliate Investments
Aerospace & Defense
Ansett Aviation Training (6)(10)(18)(19)	First Lien Senior Secured Loan	BBSY		4.69	%		8.00	%	9/24/2031		AUD	7,072		5,308		4,818
Ansett Aviation Training (6)(10)(14)(19)(25)	Equity Interest			—			—			—		5,119		3,842		5,310
Aerospace & Defense Total													$	9,150	$	10,128		0.9	%
Beverage, Food & Tobacco
ADT Pizza, LLC (10)(14)(19)(25)	Equity Interest			—			—			—		6,720		6,721		14,581
Beverage, Food & Tobacco Total													$	6,721	$	14,581		1.3	%
Energy: Oil & Gas
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25)	Equity Interest			—			—			—		1,198		1		—
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25)	Preferred Equity			—			—			—		38,505		11,777		30,785
Blackbrush Oil & Gas, L.P. (10)(15)(19)(26)(29)	First Lien Senior Secured Loan	L	5.00% (2.00% PIK)				10.18	%	9/3/2025		$	9,040		9,039		9,040
Energy: Oil & Gas Total													$	20,817	$	39,825		3.6	%
FIRE: Finance
BCC Middle Market CLO 2018-1, LLC (6)(10)(19)(25)	Structured Products			—			—		10/20/2030		$	25,635		24,050		22,763
Fire: Finance Total													$	24,050	$	22,763		2.0	%
Transportation: Consumer
Direct Travel, Inc. (10)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		8.50	%		13.23	%	10/2/2025		$	3,440		3,440		3,440
Direct Travel, Inc. (10)(15)(19)	First Lien Senior Secured Loan	SOFR		8.50	%		13.23	%	10/2/2025		$	58,721		58,721		58,721
Direct Travel, Inc. (10)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		8.50	%		13.23	%	10/2/2025		$	1,741		1,741		1,741
Direct Travel, Inc. (10)(18)(19)	First Lien Senior Secured Loan	SOFR		6.50	%		11.23	%	10/2/2025		$	4,841		4,841		4,841
Direct Travel, Inc. (10)(18)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		10.73	%	10/2/2025		$	202		202		202
Direct Travel, Inc. (3)(10)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		6.00	%		9.74	%	10/2/2025		$	4,125		4,125		4,125
Direct Travel, Inc. (10)(14)(19)(25)	Equity Interest			—			—		—			68		—		13,033
Transportation: Consumer Total													$	73,070	$	86,103		7.7	%
Non-Controlled/Affiliate Investments Total													$	133,808	$	173,400		15.5	%
						Interest			Maturity		Principal /				Market			% of
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost		Value			NAV (4)
Controlled Affiliate Investments
Aerospace & Defense
BCC Jetstream Holdings Aviation (Off I), LLC (6)(10)(11)(19)(20)(25)	Equity Interest			—			—			—		11,863		11,863		10,388
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(19)(20)	First Lien Senior Secured Loan			10.00	%		10.00	%	6/2/2023		$	8,013		8,013		6,400
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(19)(20)(25)	Equity Interest			—			—			—		1,116		1,116		—
Gale Aviation (Offshore) Co (6)(10)(11)(19)(25)	Equity Interest			—			—			—		90,450		90,450		91,326
Aerospace & Defense Total													$	111,442	$	108,114			9.7	%
Investment Vehicles
Bain Capital Senior Loan Program, LLC (6)(10)(11)(19)	Subordinated Note Investment Vehicles			10.00	%		10.00	%	12/27/2033		$	50,995		50,995		50,995
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)	Preferred Equity Interest Investment Vehicles			—			—			—		10		10		(644	)
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)	Equity Interest Investment Vehicles			—			—			—		10		5,594		3,347
International Senior Loan Program, LLC (6)(10)(11)(15)(19)	Subordinated Note Investment Vehicles	L		8.00	%		11.74	%	2/22/2028		$	186,979		186,979		186,979
International Senior Loan Program, LLC (6)(10)(11)(25)	Equity Interest Investment Vehicles			—			—			—		62,337		59,365		62,630
Investment Vehicles Total													$	302,943	$	303,307			27.2	%
Transportation: Cargo
Lightning Holdings B, LLC (6)(10)(11)(14)(19)(25)	Equity Interest			—			—			—		25,264		25,573		27,209
Transportation: Cargo Total													$	25,573	$	27,209			2.4	%
Controlled Affiliate Investments Total													$	439,958	$	438,630			39.3	%
Investments Total													$	2,419,938	$	2,386,977			213.8	%
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class (30)	Cash Equivalents			—			4.16	%		—	$	63,394		63,394		63,394
Cash Equivalents Total													$	63,394	$	63,394			5.7	%
Investments and Cash Equivalents Total													$	2,483,332	$	2,450,371			219.5	%

Forward Foreign Currency Exchange Contracts

				Unrealized
Currency Purchased		Counterparty	Settlement Date	Appreciation(8)
US DOLLARS 291	EURO 220	Bank of New York Mellon	1/9/2023	$	56
US DOLLARS 37,234	POUND STERLING 31,000	Citibank	1/9/2023		(66	)
O 4,000	US DOLLARS 4,023	Citibank	1/9/2023		249
US DOLLARS 4,122	EURO 4,000	Citibank	1/9/2023		(150	)
US DOLLARS 11,848	POUND STERLING 9,890	Bank of New York Mellon	2/17/2023		(65	)
US DOLLARS 7,894	AUSTRALIAN DOLLARS 11,440	Bank of New York Mellon	3/3/2023		112
US DOLLARS 10,917	POUND STERLING 9,440	Bank of New York Mellon	3/3/2023		(458	)
US DOLLARS 1,804	CANADIAN DOLLAR 2,360	Bank of New York Mellon	3/3/2023		61
US DOLLARS 41,180	EURO 40,810	Bank of New York Mellon	3/3/2023		(2,575	)
US DOLLARS 1,777	POUND STERLING 1,530	Bank of New York Mellon	3/16/2023		(67	)
US DOLLARS 100	NORWEGIAN KRONE 1,240	Bank of New York Mellon	7/26/2023		11
US DOLLARS 6,138	POUND STERLING 5,000	Bank of New York Mellon	8/4/2023		96
US DOLLARS 448	AUSTRALIAN DOLLARS 240	Bank of New York Mellon	8/15/2023		285
US DOLLARS 3,094	EURO 2,920	Bank of New York Mellon	11/15/2023		(79	)
US DOLLARS 6,092	POUND STERLING 3,125	Bank of New York Mellon	11/17/2023		2,312
US DOLLARS 10,773	EURO 9,890	Bank of New York Mellon	5/17/2024		(47	)
US DOLLARS 11,215	POUND STERLING 9,000	Bank of New York Mellon	6/24/2024		341
US DOLLARS 3,143	EURO 3,000	Bank of New York Mellon	6/13/2025		(168	)
US DOLLARS 2,762	AUSTRALIAN DOLLARS 3,739	Bank of New York Mellon	7/28/2025		214
				$	62

All values are in Euros.

(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate (“BBSW”), the Bank Bill Swap Bid Rate (“BBSY”), Sterling Overnight Interbank Average Rate (“SONIA”), or the Prime Rate (“Prime” or “P”) and which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, or Prime and the current weighted average interest rate in effect at December 31, 2022. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, SONIA, or Prime interest rate floor.

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

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

(4) Percentages are based on the Company’s net assets of $1,116,391 as of December 31, 2022.

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

(6) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2022, non-qualifying assets totaled 26.01% of the Company’s total assets.

(7) Loan was on non-accrual status as of December 31, 2022.

(8) Unrealized appreciation on forward currency exchange contracts.

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

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

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

(12) Tick mark not used

(13) Tick mark not used

(14) Non-income producing.

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

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

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

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

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

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

(21) Loan includes interest rate floor of 0.25%.

(22) Tick mark not used

(23) Tick mark not used

(24) Tick mark not used

(25) Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2022, the aggregate fair value of these securities is $370,957 or 34.06% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

	Acquisition
Investment	Date
ACAMS	3/10/2022
ADT Pizza, LLC	10/29/2018
Ansett Aviation Training	3/24/2022
Apollo Intelligence	6/1/2022
Appriss Holdings, Inc.	5/3/2021
AQ Software Corporation	12/10/2021
AQ Software Corporation	4/14/2022
AQ Software Corporation	12/29/2022
ARL Holdings, LLC	5/3/2019
Armor Group, LP	8/28/2018
Bain Capital Senior Loan Program, LLC	12/27/2021
BCC Jetstream Holdings Aviation (Off I), LLC	6/1/2017
BCC Jetstream Holdings Aviation (On II), LLC	6/1/2017
BCC Middle Market CLO 2018-1, LLC	2/28/2022
Blackbrush Oil & Gas, L.P.	9/3/2020
Brook Bidco	7/8/2021
CB Titan Holdings, Inc.	5/1/2017
Marlin-Cobalt Aggregator, L.P.	12/15/2022
Darcy Partners	6/1/2022
BCC BCSF DCB Blocker LP Interest	5/16/2022
DC Blox Inc.	3/22/2021
DC Blox Inc.	3/23/2021
Direct Travel, Inc.	10/2/2020
Eagle Rock Capital Corporation	12/9/2021
East BCC Coinvest II, LLC	7/23/2019
Elevator Holdco Inc.	12/23/2019
Eleven Software	4/25/2022
Elk Parent Holdings, LP	11/1/2019
FCG Acquisitions, Inc.	1/24/2019
Fineline Technologies, Inc.	2/22/2021
	Acquisition
---	---
Investment	Date
Gale Aviation (Offshore) Co	1/2/2019
Gluware	10/15/2021
Grammer Investment Holdings LLC	10/1/2018
iBanFirst Facility	7/13/2021
Insigneo Financial Group LLC	8/1/2022
Insigneo Financial Group LLC	8/1/2022
International Senior Loan Program, LLC	2/22/2021
Kellstrom Aerospace Group, Inc	7/1/2019
Lightning Holdings B, LLC	1/2/2020
masLabor	7/1/2021
MZR Aggregator	12/22/2020
NPC International, Inc.	4/1/2021
Opus2	6/16/2021
Parcel2Go	7/15/2021
PPX	7/29/2021
Precision Ultimate Holdings, LLC	11/6/2019
REP Coinvest III- A Omni, L.P.	2/5/2021
Robinson Helicopter	6/30/2022
Service Master	8/16/2021
Superna Inc.	3/8/2022
Titan Cloud Software, Inc	11/4/2022
TLC Holdco LP	10/11/2019
Toro Private Investments II, L.P.	4/2/2019
Utimaco	6/28/2022
Ventiv Topco, Inc.	9/3/2019
WSP LP Interest	8/31/2021

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

(27) Asset is in an escrow liquidating trust.

(28) Tick mark not used

(29) Assets or a portion thereof are pledged as collateral for the 2019‑1 Issuer. See Note 6 “Debt”.

(30) Cash equivalents include $55,950 of restricted cash.

(31) Tick mark not used

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

(33) Tick mark not used

See Notes to Consolidated Financial Statements

BAIN CAPITAL SPECIALTY FINANCE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

Note 1. Organization

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) was formed on October 5, 2015 and commenced investment operations on October 13, 2016. The Company has elected to be treated and is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes the Company has elected to be treated and intends to operate in a manner so as to continuously qualify as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by BCSF Advisors, LP (the “Advisor” or “BCSF Advisors”), our investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator” or “BCSF Advisors”).

On November 19, 2018, the Company closed its initial public offering (the “IPO”), which was a Qualified IPO, issuing 7,500,000 shares of its common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.

The Company’s primary focus is capitalizing on opportunities within its Advisor’s Senior Direct Lending Strategy, which seeks to provide risk-adjusted returns and current income to its stockholders by investing primarily in middle-market companies with between $10.0 million and $150.0 million in EBITDA. The Company focuses on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. The Company generally seeks to retain voting control in respect of the loans or particular classes of securities in which the Company invests through maintaining affirmative voting positions or negotiating consent rights that allow the Company to retain a blocking position. The Company may also invest in mezzanine debt and other junior securities and in secondary purchases of assets or portfolios, as described below. Investments are likely to include, among other things, (i) senior first lien, stretch senior, senior second lien, unitranche, (ii) mezzanine debt and other junior investments and (iii) secondary purchases of assets or portfolios that primarily consist of middle-market corporate debt. The Company may also invest, from time to time, in equity securities, distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.

Our operations comprise only a single reportable segment.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies. The functional currency of the Company is U.S. dollars and these consolidated financial statements have been prepared in that currency. Certain prior period information has been reclassified to conform to the current period presentation and this had no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.

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Basis of Consolidation

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

Use of Estimates

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

Valuation of Portfolio Investments

The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Board. The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.

Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board designates the Advisor as Valuation Designee to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value.

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

With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:

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

• Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor;

• Generally investments that constitute a material portion of the Company’s portfolio are periodically reviewed by an independent valuation firm; and

• The Board and Audit Committee provide oversight with respect to the valuation process, including requesting such materials as they deem appropriate.

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In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value in accordance with US GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:

• Level 1 — Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.

• Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

• Level 3 — Valuations based on inputs that are unobservable and significant to the fair value measurement.

A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.

Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.

The fair value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.

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Securities Transactions, Revenue Recognition and Expenses

The Company records its investment transactions on a trade date basis. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specified identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Commitment fees are recorded on an accrual basis and recognized as interest income. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized against or accreted into interest income using the effective interest method or straight-line method, as applicable. For the Company’s investments in revolving bank loans, the cost basis of the investment purchased is adjusted for the cash received for the discount on the total balance committed. The fair value is also adjusted for price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative value until it is offset by the future amounts called and funded. Upon prepayment of a loan or debt security, any prepayment premium, unamortized upfront loan origination fees and unamortized discount are recorded as interest income.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Distributions received from an equity interest, limited liability company or a limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.

Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.

Expenses are recorded on an accrual basis.

Non-Accrual Loans

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of June 30, 2023, there were four loans from two issuers on non-accrual. As of December 31, 2022, there were five loans from three issuers placed on non-accrual status.

Distributions

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

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The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax and pay a 4% tax on such income, as required. To the extent that we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax, if any, on estimated excess taxable income as such taxable income is earned. For the three months ended June 30, 2023 and 2022 we recorded an expense of $0.8 million and $0.0 million, respectively for U.S. federal excise tax. For the six months ended June 30, 2023 and 2022 we recorded an expense of $1.3 million and $0.0 million, respectively for U.S. federal excise tax.

The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

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

Dividend Reinvestment Plan

The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.

Offering Costs

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

Cash, Restricted Cash, and Cash Equivalents

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

Foreign Currency Translation

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

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Forward Currency Exchange Contracts

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

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

Deferred Financing Costs and Debt Issuance Costs

The Company records costs related to issuance of revolving debt obligations as deferred financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligation. The Company records costs related to the issuance of term debt obligations as debt issuance costs. These costs are deferred and amortized using the effective interest method. These costs are presented as a reduction to the outstanding principal amount of the term debt obligations on the consolidated statements of assets and liabilities. In the event that we modify or extinguish our debt before maturity, the Company follows the guidance in ASC Topic 470‑50, Modification and Extinguishments. For modifications to or exchanges of our revolving debt obligations, any unamortized deferred financing costs related to lenders who are not part of the new lending group are expensed. For extinguishments of our term debt obligations, any unamortized debt issuance costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.

Income Taxes

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

The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for federal income taxes is required in the consolidated financial statements. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through June 30, 2023 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until the Company files our tax return for the tax year ending December 31, 2023. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from GAAP. BCSF CFSH, LLC, BCSF CFS, LLC, and BCC Middle Market CLO 2019‑1, LLC are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of June 30, 2023, the tax years that remain subject to examination are from 2019 forward.

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Recent Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. In December 2022, the FASB issued an ASU, ASU 2022-06, which includes amendments to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the reference rate reform relief in Topic 848. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and 2021-01 on its financial statements.

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual periods beginning after December 15, 2022. The adoption of ASU 2022-02 did not have a material impact on the consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820), which affects all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value. The amendments also require additional disclosures for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The effective date for the amendments in ASU 2022-03 are for fiscal years beginning after December 15, 2024 and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU 2022-03 on its financial statements.

Note 3. Investments

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of June 30, 2023 (with corresponding percentage of total portfolio investments):

	As of June 30, 2023
			Percentage of Total Portfolio						Percentage of Total Portfolio
First Lien Senior Secured Loan		1,617,678		67.0	%		1,532,422			64.2	%
Second Lien Senior Secured Loan		89,234		3.7			85,797			3.6
Subordinated Debt		44,528		1.8			44,446			1.9
Structured Products		24,050		1.0			23,159			1.0
Preferred Equity		62,497		2.6			99,650			4.2
Equity Interest		209,217		8.7			229,737			9.6
Warrants		480		0.0			457			0.0
Subordinated Note Investment Vehicles (1)		302,974		12.5			302,974			12.7
Preferred Equity Interest Investment Vehicles (1)		10		0.0			(1,080	)		0.0
Equity Interest Investment Vehicles (1)		64,959		2.7			67,710			2.8
Total		2,415,627		100.0	%		2,385,272			100.0	%

All values are in US Dollars.

(1) Represents debt and equity investment in ISLP and SLP (each as defined later).

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2022 (with corresponding percentage of total portfolio investments):

	As of December 31, 2022
	Amortized Cost		Percentage of Total Portfolio			Fair Value			Percentage of Total Portfolio
First Lien Senior Secured Loans	$	1,703,591		70.4	%	$	1,630,877			68.3	%
Second Lien Senior Secured Loans		98,120		4.1			93,950			3.9
Subordinated Debt		43,752		1.8			43,922			1.8
Structured Products		24,050		1.0			22,763			1.0
Preferred Equity		57,106		2.4			80,945			3.4
Equity Interests		189,896		7.8			210,689			8.8
Warrants		480		0.0			524			0.0
Subordinated Notes in Investment Vehicles (1)		237,974		9.8			237,974			10.0
Preferred Equity Interests in Investment Vehicles (1)		10		0.0			(644	)		0.0
Equity Interests in Investment Vehicles (1)		64,959		2.7			65,977			2.8
Total	$	2,419,938		100.0	%	$	2,386,977			100.0	%

(1) Represents debt and equity investment in ISLP and SLP

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The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of June 30, 2023 (with corresponding percentage of total portfolio investments):

	As of June 30, 2023
			Percentage of Total Portfolio					Percentage of Total Portfolio
USA		2,069,256		85.7	%		2,019,468		84.7	%
Cayman Islands		125,659		5.2			131,104		5.5
United Kingdom		66,616		2.8			66,918		2.8
Belgium		38,936		1.6			52,320		2.2
Australia		29,666		1.2			32,172		1.3
Germany		24,665		1.0			24,683		1.0
Ireland		19,262		0.8			19,182		0.8
Luxembourg		13,973		0.6			11,921		0.5
Netherlands		11,857		0.5			11,690		0.5
Guernsey		8,006		0.3			8,604		0.4
Canada		7,426		0.3			6,937		0.3
Sweden		186		0.0			153		0.0
Israel		119		0.0			120		0.0
Total		2,415,627		100.0	%		2,385,272		100.0	%

All values are in US Dollars.

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of December 31, 2022 (with corresponding percentage of total portfolio investments):

	As of December 31, 2022
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
USA	$	2,113,220		87.3	%	$	2,076,143		87.0	%
Cayman Islands		116,023		4.8			118,535		5.0
United Kingdom		54,510		2.3			52,633		2.2
Australia		50,981		2.1			51,947		2.2
Belgium		14,126		0.6			18,779		0.8
Canada		19,004		0.8			18,754		0.8
Germany		17,608		0.7			17,882		0.7
Ireland		19,186		0.8			17,779		0.7
Luxembourg		8,131		0.3			7,285		0.3
Guernsey		6,573		0.3			6,687		0.3
Israel		340		0.0			344		0.0
Sweden		185		0.0			158		0.0
Netherlands		51		0.0			51		0.0
Total	$	2,419,938		100.0	%	$	2,386,977		100.0	%

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The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of June 30, 2023 (with corresponding percentage of total portfolio investments):

	As of June 30, 2023
			Percentage of Total Portfolio					Percentage of Total Portfolio
Investment Vehicles (2)		367,943		15.1	%		369,604		15.4	%
Aerospace & Defense		342,158		14.2			328,571		13.7
High Tech Industries		273,473		11.3			271,777		11.3
Services: Business		167,938		7.0			178,739		7.5
Consumer Goods: Non-Durable		124,493		5.2			122,345		5.1
Transportation: Cargo		111,515		4.6			120,616		5.1
Transportation: Consumer		100,435		4.2			108,860		4.6
Healthcare & Pharmaceuticals		85,164		3.5			82,510		3.5
Construction & Building		77,766		3.2			77,657		3.3
Consumer Goods: Durable		88,155		3.6			76,975		3.2
Automotive		76,489		3.2			76,679		3.2
Telecommunications		74,555		3.1			76,005		3.2
Energy: Oil & Gas		54,357		2.3			75,771		3.2
FIRE: Insurance (1)		64,614		2.7			65,050		2.7
FIRE: Finance (1)		55,407		2.3			54,268		2.3
Environmental Industries		37,405		1.5			38,503		1.6
Hotel, Gaming & Leisure		38,487		1.6			37,737		1.6
Beverage, Food & Tobacco		26,105		1.1			34,826		1.5
Media: Diversified & Production		36,545		1.5			31,753		1.3
Capital Equipment		31,678		1.3			30,923		1.3
Wholesale		27,707		1.1			28,634		1.2
Media: Advertising, Printing & Publishing		78,108		3.2			28,381		1.2
Chemicals, Plastics & Rubber		15,790		0.7			15,715		0.7
Containers, Packaging & Glass		16,312		0.7			14,910		0.6
Services: Consumer		14,431		0.6			14,121		0.6
Retail		10,351		0.4			8,508		0.4
Consumer goods: Wholesale		8,555		0.4			6,020		0.3
Banking, Finance, Insurance & Real Estate		5,261		0.2			5,292		0.2
Media: Broadcasting & Subscription		2,853		0.1			2,861		0.1
Media: Publishing		1,577		0.1			1,661		0.1
Total		2,415,627		100.0	%		2,385,272		100.0	%

All values are in US Dollars.

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

(2) Represents debt and equity investment in ISLP and SLP.

52

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The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2022 (with corresponding percentage of total portfolio investments):

	As of December 31, 2022
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
Aerospace & Defense	$	379,100		15.7	%	$	364,629		15.2	%
Investment Vehicles (2)		302,943		12.5			303,307		12.7
High Tech Industries		271,044		11.2			268,283		11.2
Services: Business		168,916		7.0			169,053		7.1
Transportation: Cargo		131,342		5.4			137,154		5.7
Consumer Goods: Non-Durable		125,947		5.2			124,239		5.2
Construction & Building		122,480		5.1			118,977		5.0
Healthcare & Pharmaceuticals		101,609		4.2			98,450		4.1
Transportation: Consumer		81,856		3.4			92,216		3.9
Automotive		89,840		3.7			89,633		3.8
Energy: Oil & Gas		57,612		2.4			76,789		3.2
Consumer Goods: Durable		84,818		3.5			75,051		3.1
FIRE: Insurance (1)		58,741		2.4			58,558		2.5
Telecommunications		51,321		2.1			52,386		2.2
Retail		59,340		2.5			50,479		2.1
FIRE: Finance (1)		44,540		1.8			43,140		1.8
Wholesale		35,072		1.4			36,133		1.5
Media: Diversified & Production		36,646		1.5			32,854		1.4
Capital Equipment		31,248		1.3			30,379		1.3
Environmental Industries		28,488		1.2			28,623		1.2
Media: Advertising, Printing & Publishing		53,717		2.2			28,193		1.2
Hotel, Gaming & Leisure		28,406		1.2			27,605		1.2
Services: Consumer		17,508		0.7			17,778		0.7
Containers, Packaging & Glass		16,338		0.7			15,862		0.7
Beverage, Food & Tobacco		7,233		0.3			14,616		0.6
Chemicals, Plastics & Rubber		12,793		0.5			12,451		0.5
Consumer Goods: Wholesale		8,835		0.4			6,834		0.3
Hospitality Holdings		5,000		0.2			6,037		0.3
Banking, Finance, Insurance & Real Estate		4,260		0.2			4,265		0.2
Media: Broadcasting & Subscription		2,849		0.1			2,835		0.1
Media: Publishing		96		0.0			168		0.0
Total	$	2,419,938		100.0	%	$	2,386,977		100.0	%

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

(2) Represents debt and equity investment in ISLP.

International Senior Loan Program, LLC

On February 9, 2021, the Company and Pantheon ("Pantheon"), a leading global alternative private markets manager, formed the International Senior Loan Program, LLC (“ISLP”), an unconsolidated joint venture. ISLP invests primarily in non-US first lien senior secured loans. ISLP was formed as a Delaware limited liability company. The Company and Pantheon committed to initially provide $138.3 million of debt and $46.1 million of equity capital, to ISLP. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments. Pursuant to the terms of the transaction, Pantheon invested $50.0 million to acquire a 29.5% stake in ISLP. The Company contributed debt investments of $317.1 million for a 70.5% stake in ISLP, and received a one-time gross distribution of $190.2 million in cash in consideration of contributing such investments. As of June 30, 2023, the Company’s investment in ISLP consisted of subordinated notes of $187.0 million, and equity interests of $65.8 million. As of December 31, 2022, the Company’s investment in ISLP consisted of subordinated notes of $187.0 million, and equity interests of $62.6 million.

53

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As of June 30, 2023, the Company had commitments with respect to their equity and subordinated note interests of ISLP in the aggregate amount of $249.3 million. The Company has contributed $249.3 million in capital and has $0.0 million in unfunded capital contributions. As of June 30, 2023, Pantheon had commitments with respect to their equity and subordinated note interests of ISLP in the aggregate amount of $103.9 million. Pantheon has contributed $103.9 million in capital and has $0.0 million in unfunded capital contributions.

As of December 31, 2022, the Company had commitments with respect to their equity and subordinated note interests of ISLP in the aggregate amount of $249.3 million. The Company has contributed $249.3 million in capital and has $0.0 million in unfunded capital contributions. As of December 31, 2022, Pantheon had commitments with respect to their equity and subordinated note interests of ISLP in the aggregate amount of $103.9 million. Pantheon has contributed $103.9 million in capital and has $0.0 million in unfunded capital contributions.

In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to ISLP. Since inception, the Company has sold $883.2 million of its investments to ISLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.

The Company has determined that ISLP is an investment company under ASC, Topic 946, Financial Services—Investment Companies; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in ISLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control ISLP due to the allocation of voting rights among ISLP members. The Company measures the fair value of ISLP in accordance with ASC Subtopic 820, Fair Value Measurements and Disclosures, using the net asset value (or its equivalent) as a practical expedient. The Company and Pantheon each appointed two members to ISLP’s four-person Member Designees’ Committee. All material decisions with respect to ISLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.

As of June 30, 2023, ISLP had $686.6 million in debt and equity investments, at fair value. As of December 31, 2022, ISLP had $707.7 million in debt and equity investments, at fair value.

Additionally, ISLP, through a wholly-owned subsidiary, entered into a $300.0 million senior secured revolving credit facility which bears interest at LIBOR (or an alternative risk-free interest rate index) plus 225 basis points with JP Morgan (“ISLP Credit Facility Tranche A”). On February 4, 2022, ISLP entered into the second amended and restated credit agreement, which among other things formed an additional tranche (“ISLP Credit Facility Tranche B” and collectively with ISLP Credit Facility Tranche A, the “ISLP Credit Facilities”) with an initial financing limit of $50.0 million on May 31, 2022, and $200.0 million on August 31, 2022, bringing the total facility size to $500.0 million. As of June 30, 2023, the ISLP Credit Facility had $350.7 million of outstanding debt under the credit facility. As of December 31, 2022 the ISLP Credit Facility had $375.3 million of outstanding debt under the credit facility. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2023 was 5.8%. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the year ended December 31, 2022 was 3.3%.

Below is a summary of ISLP’s portfolio at fair value:

	As of			As of
	June 30, 2023			December 31, 2022
Total investments	$	686,583		$	707,683
Weighted average yield on investments		10.9	%		9.3	%
Number of borrowers in ISLP		39			38
Largest portfolio company investment	$	47,147		$	46,687
Total of five largest portfolio company investments	$	203,765		$	197,270
Unfunded commitments	$	10,326		$	14,212

Below is a listing of ISLP’s individual investments as of June 30, 2023:

International Senior Loan Program, LLC

Consolidated Schedule of Investments

As of June 30, 2023

						Interest			Maturity		Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost		Value		Equity (4)
Australian Dollar
Aerospace & Defense
Ansett Aviation Training (18)(19)	First Lien Senior Secured Loan	BBSY		4.69	%		9.04	%	9/24/2031		AUD	14,144		9,830		9,425
Ansett Aviation Training (14)(19)	Equity Interest			—			—			—	AUD	10,238		7,115		13,536
Aerospace & Defense Total													$	16,945	$	22,961		24.6	%
FIRE: Finance
FNZ UK Finco Limited (18)(19)	First Lien Senior Secured Loan	L		5.50	%		9.37	%	9/30/2026		AUD	7,660		4,926		5,105
FIRE: Finance Total													$	4,926	$	5,105		5.5	%
Healthcare & Pharmaceuticals
Datix Bidco Limited (18)(19)	First Lien Senior Secured Loan	BBSW		4.50	%		8.41	%	4/28/2025		AUD	4,169		3,294		2,779
Healthcare & Pharmaceuticals Total													$	3,294	$	2,779		3.0	%
Media: Advertising, Printing & Publishing
TGI Sport Bidco Pty Ltd (17)(19)	First Lien Senior Secured Loan	SOFR		7.00	%		11.19	%	4/30/2026		AUD	9,730		7,032		6,484
Media: Advertising, Printing & Publishing Total													$	7,032	$	6,484		6.9	%
Services: Consumer
Zeppelin BidCo Pty Limited (18)(19)	First Lien Senior Secured Loan	BBSY		5.00	%		8.61	%	6/28/2024		AUD	20,415		16,103		13,604
Services: Consumer Total													$	16,103	$	13,604		14.6	%
Australian Dollar Total													$	48,300	$	50,933		54.6	%
British Pound
Environmental Industries
Reconomy (18)(19)	First Lien Senior Secured Loan	SONIA		6.25	%		11.18	%	6/24/2029		£	6,050		7,045		7,685
Environmental Industries Total													$	7,045	$	7,685		8.2	%
FIRE: Finance
Parmenion (15)(19)	First Lien Senior Secured Loan	SONIA		5.75	%		10.68	%	5/11/2029		£	32,300		39,129		41,031
FIRE: Finance Total													$	39,129	$	41,031		44.0	%
Healthcare & Pharmaceuticals
Datix Bidco Limited (3)(19)	First Lien Senior Secured Loan - Revolver	SONIA		4.50	%		8.68	%	10/28/2024		£	788		943		1,000
Datix Bidco Limited (18)(19)	Second Lien Senior Secured Loan	SONIA		7.75	%		11.93	%	4/27/2026		£	12,013		16,916		15,260
Healthcare & Pharmaceuticals Total													$	17,859	$	16,260		17.4	%

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						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
British Pound
High Tech Industries
Access (18)(19)	First Lien Senior Secured Loan	SONIA		5.25	%		9.68	%	6/4/2029	£	7,880		9,092		10,010
High Tech Industries Total												$	9,092	$	10,010		10.7	%
Media: Publishing
OGH Bidco Limited (18)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		10.80	%	6/29/2029	£	5,172		6,073		6,007
OGH Bidco Limited (18)(19)	First Lien Senior Secured Loan	SONIA		6.25	%		11.18	%	6/29/2029	£	13,160		15,183		16,550
Media: Publishing Total												$	21,256	$	22,557		24.2	%
Services: Business
Caribou Bidco Limited (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		6.00	%		9.43	%	1/29/2029	£	1,576		1,953		2,002
Caribou Bidco Limited (18)(19)	First Lien Senior Secured Loan	SONIA		6.00	%		9.43	%	1/29/2029	£	19,500		24,171		24,771
Comet Bidco Limited (18)	First Lien Senior Secured Loan	SONIA		5.25	%		10.22	%	9/30/2024	£	7,434		9,975		8,920
Brook Bidco (18)(19)(26)	First Lien Senior Secured Loan	SONIA	6.87% (0.50% PIK)				11.05	%	7/7/2028	£	23,009		31,119		29,228
Learning Pool (16)(19)(26)	First Lien Senior Secured Loan	SOFR	7.01% (0.50% PIK)				12.31	%	7/7/2028	£	5,051		6,720		6,417
Learning Pool (16)(19)(26)	First Lien Senior Secured Loan	SOFR	7.01% (0.50% PIK)				12.31	%	7/7/2028	£	7,037		9,356		8,939
Opus2 (18)(19)	First Lien Senior Secured Loan	SONIA		5.03	%		9.96	%	5/5/2028	£	12,151		16,412		15,436
Parcel2Go (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		6.00	%		10.93	%	7/15/2028	£	3,825		5,093		4,629
Parcel2Go (18)(19)	First Lien Senior Secured Loan	SONIA		6.00	%		10.93	%	7/15/2028	£	12,395		16,707		15,312
Services: Business Total												$	121,506	$	115,654		123.9	%
Services: Consumer
Surrey Bidco Limited (7)(14)(17)(19)(26)	First Lien Senior Secured Loan	SONIA	6.28% (1.00% PIK)				10.20	%	5/11/2026	£	5,660		7,200		5,033
Services: Consumer Total												$	7,200	$	5,033		5.4	%
British Pound Total												$	223,087	$	218,230		233.8	%

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					Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
Canadian Dollar
Media: Diversified & Production
9 Story Media Group Inc. (3)(19)	First Lien Senior Secured Loan - Revolver		—			—		4/30/2026	CAD	—		—		—
9 Story Media Group Inc. (16)(19)	First Lien Senior Secured Loan	CDOR	5.25	%		10.32	%	4/30/2026	CAD	6,764		5,370		5,108
Media: Diversified & Production Total											$	5,370	$	5,108		5.5	%
Retail
New Look Vision Group (19)	First Lien Senior Secured Loan	SOFR	5.50	%		10.89	%	5/26/2028	CAD	17,784		14,571		12,893
New Look Vision Group (19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.50	%		10.88	%	5/26/2028	CAD	2,295		1,644		1,663
New Look Vision Group (15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.50	%		10.88	%	5/26/2028	CAD	1,195		929		864
Retail Total											$	17,144	$	15,420		16.5	%
Canadian Dollar Total											$	22,514	$	20,528		22.0	%
Danish Krone
High Tech Industries
VPARK BIDCO AB (16)(19)	First Lien Senior Secured Loan	CIBOR	4.00	%		7.42	%	3/10/2025	DKK	56,429		9,231		8,269
High Tech Industries Total											$	9,231	$	8,269		8.9	%
Danish Krone Total											$	9,231	$	8,269		8.9	%
European Currency
Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	IBOR	5.75	%		9.41	%	12/22/2027	€	9,330		9,414		10,025
Chemicals, Plastics & Rubber Total											$	9,414	$	10,025		10.7	%
Environmental Industries
Reconomy (18)(19)	First Lien Senior Secured Loan	IBOR	6.00	%		9.60	%	6/24/2029	€	2,440		2,475		2,662
Environmental Industries Total											$	2,475	$	2,662		2.9	%
FIRE: Insurance
MRHT (15)(19)	First Lien Senior Secured Loan	IBOR	6.75	%		10.03	%	2/1/2029	€	12,000		12,962		12,960
Paisley Bidco Limited (18)(19)	First Lien Senior Secured Loan- Revolver	IBOR	5.00	%		8.24	%	11/26/2028	€	3,178		3,367		3,467
FIRE: Insurance Total											$	16,329	$	16,427		17.6	%

All values are in Euros.

57

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					Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
European Currency
Healthcare & Pharmaceuticals
Mertus 522. GmbH (18)(19)	First Lien Senior Secured Loan	IBOR	6.25	%		10.03	%	5/28/2026	€	12,999		15,720		13,756
Mertus 522. GmbH (18)(19)	First Lien Senior Secured Loan	IBOR	6.25	%		10.03	%	5/28/2026	€	22,244		26,898		23,538
Pharmathen (18)(19)	First Lien Senior Secured Loan- Revolver	IBOR	5.73	%		9.66	%	10/25/2028	€	13,492		15,000		14,718
Pharmathen (3)(18)(19)	First Lien Senior Secured Loan- Revolver	IBOR	5.73	%		9.66	%	10/25/2028	€	1,266		1,329		1,381
Healthcare & Pharmaceuticals Total											$	58,947	$	53,393		57.2	%
High Tech Industries
Utimaco (18)(19)	First Lien Senior Secured Loan	IBOR	6.25	%		9.71	%	5/13/2029	€	8,250		8,337		8,820
Onventis (15)(19)	First Lien Senior Secured Loan - Delayed Draw	IBOR	7.50	%		10.76	%	1/12/2030	€	5,000		5,317		5,455
High Tech Industries Total											$	13,654	$	14,275		15.3	%
Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)	First Lien Senior Secured Loan	IBOR	5.75	%		9.23	%	8/31/2028	€	2,619		2,951		2,857
Media: Broadcasting & Subscription Total											$	2,951	$	2,857		3.1	%
Media: Diversified & Production
9 Story Media Group Inc. (18)(19)	First Lien Senior Secured Loan	IBOR	5.25	%		8.73	%	4/30/2026	€	3,646		4,435		3,977
Aptus 1724 Gmbh (18)(19)	First Lien Senior Secured Loan	IBOR	6.00	%		9.49	%	2/23/2028	€	35,000		41,245		37,322
Media: Diversified & Production Total											$	45,680	$	41,299		44.2	%
Services: Business
iBanFirst (19)(26)(32)	First Lien Senior Secured Loan	IBOR				13.59	%	7/13/2028	€	11,505		12,975		12,550
SumUp Holdings Luxembourg S.à.r.l. (19)(32)	First Lien Senior Secured Loan	IBOR	8.50	%		11.97	%	2/17/2026	€	30,900		35,457		33,709
Services: Business Total											$	48,432	$	46,259		49.5	%
European Currency Total											$	197,882	$	187,197		200.5	%
Norwegian Krone
High Tech Industries
VPARK BIDCO AB (16)(19)	First Lien Senior Secured Loan	NIBOR	4.00	%		8.06	%	3/10/2025	NOK	73,280		8,651		6,825
High Tech Industries Total											$	8,651	$	6,825		7.3	%
Services: Business
Spring Finco BV (18)(19)	First Lien Senior Secured Loan	NIBOR	6.00	%		9.99	%	7/15/2029	NOK	48,840		4,810		4,549
Services: Business Total											$	4,810	$	4,549		4.9	%
Norwegian Krone Total											$	13,461	$	11,374		12.2	%

All values are in Euros.

58

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						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
U.S. Dollar
Automotive
Cardo (17)(19)	First Lien Senior Secured Loan	L		5.50	%		11.08	%	5/12/2028	$	9,653		9,582		9,653
Automotive Total												$	9,582	$	9,653		10.3	%
Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		10.87	%	12/22/2027	$	23,398		23,398		23,047
Chemicals, Plastics & Rubber Total												$	23,398	$	23,047		24.7	%
Consumer Goods: Non-durable
RoC Opco LLC (15)(19)	First Lien Senior Secured Loan	SOFR		7.60	%		12.84	%	2/25/2025	$	15,796		15,796		15,796
Consumer Goods: Non-durable Total												$	15,796	$	15,796		16.9	%
Consumer Goods: Durable
Stanton Carpet (15)(19)	Second Lien Senior Secured Loan	SOFR		9.00	%		14.42	%	3/31/2028	$	5,000		4,938		5,000
Consumer Goods: Durable Total												$	4,938	$	5,000		5.4	%
Healthcare & Pharmaceuticals
Golden State Buyer, Inc. (16)(19)	First Lien Senior Secured Loan	SOFR		4.75	%		9.95	%	6/21/2026	$	9,536		9,506		8,987
Healthcare & Pharmaceuticals Total												$	9,506	$	8,987		9.6	%
High Tech Industries
CB Nike IntermediateCo Ltd (3)(19)	First Lien Senior Secured Loan - Revolver			—			—		10/31/2025	$	—		—		—
CB Nike IntermediateCo Ltd (15)(19)	First Lien Senior Secured Loan	L		4.75	%		10.02	%	10/31/2025	$	11,923		11,923		11,923
NearMap (18)(19)	First Lien Senior Secured Loan	SOFR		7.25	%		12.45	%	12/9/2029	$	11,800		11,576		11,682
Utimaco (18)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.56	%	5/13/2029	$	16,450		16,304		16,121
Utimaco (18)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.56	%	5/13/2029	$	8,550		8,474		8,379
High Tech Industries Total												$	48,277	$	48,105		51.5	%
Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)	First Lien Senior Secured Loan	L		5.75	%		11.23	%	8/31/2028	$	23,907		23,745		23,907
Media: Broadcasting and Subscription Total												$	23,745	$	23,907		25.6	%
Media: Diversified & Production
Aptus 1724 Gmbh (19)(21)	First Lien Senior Secured Loan	L		6.25	%		11.76	%	2/23/2028	$	10,000		9,947		9,825
Media: Diversified & Production Total												$	9,947	$	9,825		10.5	%

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						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
U.S. Dollar
Services: Business
Avalon Acquiror, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.49	%	3/10/2028	$	11,880		11,784		11,583
Chamber Bidco Limited (17)(19)	First Lien Senior Secured Loan	L		5.50	%		10.71	%	6/7/2028	$	23,423		23,251		23,423
Smartronix (15)(19)	First Lien Senior Secured Loan	L		6.00	%		11.21	%	11/23/2028	$	10,862		10,749		10,726
Services: Business Total												$	45,784	$	45,732		49.0	%
U.S. Dollar Total												$	190,973	$	190,052		203.5	%
Total												$	705,448	$	686,583		735.5	%

Forward Foreign Currency Exchange Contracts

			Settlement	Unrealized
Currency Purchased	Currency Sold	Counterparty	Date	Appreciation(8)
EURO 477	AUSTRALIAN DOLLARS 785	Morgan Stanley	01/17/2024	$	-
EURO 3,061	AUSTRALIAN DOLLARS 4,980	Morgan Stanley	06/10/2025		101
EURO 889	AUSTRALIAN DOLLARS 1,400	Standard Chartered	01/17/2024		43
EURO 1,819	AUSTRALIAN DOLLARS 2,872	Standard Chartered	07/18/2023		73
EURO 402	CANADIAN DOLLARS 599	Morgan Stanley	09/27/2023		(13	)
EURO 325	CANADIAN DOLLARS 480	Standard Chartered	07/18/2023		(8	)
EURO 918	DANISH KRONE 6,844	Standard Chartered	07/18/2023		(1	)
EURO 3,118	BRITISH POUNDS 2,840	Morgan Stanley	06/12/2025		(49	)
EURO 4,705	BRITISH POUNDS 4,130	Standard Chartered	07/18/2023		(113	)
EURO 818	BRITISH POUNDS 710	Standard Chartered	12/19/2023		(1	)
EURO 706	BRITISH POUNDS 610	Morgan Stanley	11/28/2023		1
EURO 835	NORWEGIAN KRONE 9,517	Standard Chartered	07/18/2023		23
EURO 1,614	US DOLLARS 1,790	Morgan Stanley	01/09/2025		13
EURO 666	US DOLLARS 740	Morgan Stanley	06/18/2025		8
EURO 18,365	US DOLLARS 20,330	Standard Chartered	07/18/2023		(280	)
EURO 940	US DOLLARS 1,042	Morgan Stanley	07/18/2023		(16	)
EURO 16,565	US DOLLARS 18,170	Standard Chartered	01/09/2025		342
EURO 1,305	US DOLLARS 1,417	Morgan Stanley	07/18/2023		8
EURO 940	US DOLLARS 1,026	Standard Chartered	07/18/2023		-
BRITISH POUNDS 2,050	US DOLLARS 2,560	Goldman Sachs	07/18/2023		46
BRITISH POUNDS 13,990	US DOLLARS 17,417	Goldman Sachs	07/22/2024		268
US DOLLARS 7,046	AUSTRALIAN DOLLARS 11,118	Standard Chartered	07/18/2023		(359	)
US DOLLARS 1,837	AUSTRALIAN DOLLARS 2,735	Morgan Stanley	01/17/2024		7
US DOLLARS 3,774	AUSTRALIAN DOLLARS 5,435	Standard Chartered	01/17/2024		137
US DOLLARS 13,555	AUSTRALIAN DOLLARS 19,560	Morgan Stanley	06/10/2025		460
US DOLLARS 1,689	CANADIAN DOLLARS 2,321	Morgan Stanley	09/27/2023		(67	)
US DOLLARS 1,390	CANADIAN DOLLARS 1,860	Standard Chartered	07/18/2023		(15	)
US DOLLARS 3,921	DANISH KRONE 26,496	Standard Chartered	07/18/2023		35
US DOLLARS 29,728	EURO 29,700	Standard Chartered	07/18/2023		(2,698	)
US DOLLARS 960	EURO 890	Morgan Stanley	01/17/2024		(22	)
US DOLLARS 24,515	EURO 22,640	Standard Chartered	01/17/2024		(443	)
US DOLLARS 1,616	EURO 1,470	Morgan Stanley	11/15/2023		1
US DOLLARS 4,132	EURO 3,730	Standard Chartered	01/17/2024		20
US DOLLARS 1,000	BRITISH POUNDS 840	Standard Chartered	06/10/2025		(49	)
US DOLLARS 13,374	BRITISH POUNDS 10,983	Morgan Stanley	06/10/2025		(344	)
US DOLLARS 17,258	BRITISH POUNDS 13,990	Goldman Sachs	07/20/2023		(526	)
US DOLLARS 19,976	BRITISH POUNDS 16,040	Goldman Sachs	07/18/2023		(415	)
US DOLLARS 3,187	BRITISH POUNDS 2,540	Morgan Stanley	11/28/2023		(40	)
US DOLLARS 4,601	BRITISH POUNDS 3,690	Standard Chartered	12/19/2023		(87	)
US DOLLARS 3,558	NORWEGIAN KRONE 36,843	Standard Chartered	07/18/2023		117
				$	(3,843	)

(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR

61

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Rate (“CDOR”), the Bank Bill Swap Rate ("BBSW"), the Bank Bill Swap Bid Rate ("BBSY"), or the Prime Rate (“Prime” or "P"), the Sterling Overnight Index Average ("SONIA") and Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SOFR, or Prime and the current weighted average interest rate in effect at June 30, 2023. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, SOFR, or Prime interest rate floor.

(2) Tick mark not used

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

(4) Percentages are based on the Company’s net assets of $93,345 as of June 30, 2023.

(5) Tick mark not used

(6) Tick mark not used

(7) Loan was on non-accrual status as of June 30, 2023.

(8) Unrealized appreciation on forward currency exchange contracts.

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

(10) Tick mark not used

(11) Tick mark not used

(12) Tick mark not used

(13) Tick mark not used

(14) Tick mark not used

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

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

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

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

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

(20) Tick mark not used

(21) Loan includes interest rate floor of 0.25%.

(22) Tick mark not used

(23) Tick mark not used

(24) Tick mark not used

(25) Tick mark not used

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

(27) Tick mark not used

(28) Tick mark not used

(29) Tick mark not used

(30) Tick mark not used

(31) Tick mark not used

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

(33) Tick mark not used

(34) Tick mark not used

Below is a listing of ISLP’s individual investments as of December 31, 2022:

International Senior Loan Program, LLC

Consolidated Schedule of Investments

As of December 31, 2022

(in thousands)

						Interest			Maturity		Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost		Value		Equity (4)
Australian Dollar
Aerospace & Defense
Ansett Aviation Training (18)(19)	First Lien Senior Secured Loan	BBSY		4.69	%		8.00	%	9/24/2031		AUD	14,144		9,830		9,636
Ansett Aviation Training (14)(19)	Equity Interest			—			—			—		10,238		7,115		10,620
Aerospace & Defense Total													$	16,945	$	20,256		23.2	%
FIRE: Finance
FNZ UK Finco Limited (18)(19)	First Lien Senior Secured Loan	L		5.00	%		8.06	%	9/30/2026		AUD	7,660		4,902		5,219
FIRE: Finance Total													$	4,902	$	5,219		6.0	%
Healthcare & Pharmaceuticals
Datix Bidco Limited (18)(19)	First Lien Senior Secured Loan	BBSW		4.50	%		8.07	%	4/28/2025		AUD	4,169		3,292		2,841
Healthcare & Pharmaceuticals Total													$	3,292	$	2,841		3.3	%
Media: Advertising, Printing & Publishing
TGI Sport Bidco Pty Ltd (17)(19)	First Lien Senior Secured Loan	BBSW		7.00	%		10.07	%	4/30/2026		AUD	9,658		6,963		6,580
Media: Advertising, Printing & Publishing Total													$	6,963	$	6,580		7.6	%
Services: Consumer
Zeppelin BidCo Pty Limited (18)(19)	First Lien Senior Secured Loan	BBSY		5.00	%		7.89	%	6/28/2024		AUD	20,415		16,084		13,909
Services: Consumer Total													$	16,084	$	13,909		16.0	%
Australian Dollar Total													$	48,186	$	48,805		56.1	%
British Pound
Environmental Industries
Reconomy (15)(19)	First Lien Senior Secured Loan	SONIA		6.25	%		9.68	%	6/24/2029		£	6,050		7,045		7,310
Environmental Industries Total													$	7,045	$	7,310		8.4	%
FIRE: Finance
Parmenion (15)(19)	First Lien Senior Secured Loan	SONIA		5.75	%		8.68	%	5/11/2029		£	32,300		39,084		39,028
FIRE: Finance Total													$	39,084	$	39,028		44.8	%
Healthcare & Pharmaceuticals
Datix Bidco Limited (19)	First Lien Senior Secured Loan - Revolver	SONIA		4.50	%		6.69	%	10/28/2024		£	963		1,086		1,163
Datix Bidco Limited (18)(19)	Second Lien Senior Secured Loan	SONIA		7.75	%		9.94	%	4/27/2026		£	12,013		16,916		14,515
Healthcare & Pharmaceuticals Total													$	18,002	$	15,678		18.0	%
						Interest			Maturity	Principal /				Market		% of Members
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
British Pound
High Tech Industries
Access (18)(19)	First Lien Senior Secured Loan	SONIA		5.25	%		8.68	%	6/4/2029	£	7,880		9,084		9,521
High Tech Industries Total												$	9,084	$	9,521		10.9	%
Media: Diversified & Production
International Entertainment Investments Limited (18)(19)	First Lien Senior Secured Loan	SONIA		4.75	%		7.71	%	11/30/2025	£	8,753		12,316		10,576
Media: Diversified & Production Total												$	12,316	$	10,576		12.2	%
Media: Publishing
OGH Bidco Limited (18)(19)	First Lien Senior Secured Loan	SONIA		6.25	%		7.44	%	6/29/2029	£	5,172		6,022		6,249
OGH Bidco Limited (18)(19)	First Lien Senior Secured Loan	SOFR+		6.25	%		8.53	%	6/29/2029	£	13,160		15,170		15,901
Media: Publishing Total												$	21,192	$	22,150		25.5	%
Services: Business
Caribou Bidco Limited (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		6.00	%		7.19	%	1/29/2029	£	1,576		1,952		1,905
Caribou Bidco Limited (18)(19)	First Lien Senior Secured Loan	SONIA		6.00	%		7.19	%	1/29/2029	£	19,500		24,151		23,562
Comet Bidco Limited (18)	First Lien Senior Secured Loan	SONIA		5.25	%		5.29	%	9/30/2024	£	7,362		9,711		6,173
Brook Bidco (18)(19)(26)	First Lien Senior Secured Loan	SONIA	3.00% (4.25% PIK)				10.16	%	7/7/2028	£	22,066		29,929		26,661
Learning Pool (16)(19)(26)	First Lien Senior Secured Loan	L	7.25% PIK				10.56	%	7/7/2028	£	4,812		6,424		5,815
Learning Pool (16)(19)(26)	First Lien Senior Secured Loan	L	7.25% PIK				10.56	%	7/7/2028	£	6,695		8,934		8,090
Opus2 (18)(19)	First Lien Senior Secured Loan	SONIA		5.00	%		7.96	%	5/5/2028	£	12,151		16,379		14,682
Parcel2Go (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		6.00	%		8.93	%	7/15/2028	£	3,825		5,089		4,423
Parcel2Go (18)(19)	First Lien Senior Secured Loan	SONIA		6.00	%		9.43	%	7/15/2028	£	12,395		16,675		14,602
Services: Business Total												$	119,244	$	105,913		121.7	%
Services: Consumer
Surrey Bidco Limited (7)(14)(17)(19)(26)	First Lien Senior Secured Loan	SONIA	7.00% PIK				8.97	%	5/11/2026	£	5,353		7,215		4,527
Services: Consumer Total												$	7,215	$	4,527		5.2	%
British Pound Total												$	233,182	$	214,703		246.7	%
					Interest			Maturity	Principal /				Market		% of Members
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Portfolio Company	Investment Type	Index (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
Canadian Dollar
Media: Diversified & Production
9 Story Media Group Inc. (3)(19)	First Lien Senior Secured Loan - Revolver		—			—		4/30/2026	CAD	—		—		—
9 Story Media Group Inc. (16)(19)	First Lien Senior Secured Loan	CDOR	5.25	%		9.98	%	4/30/2026	CAD	6,798		5,397		5,016
Media: Diversified & Production Total											$	5,397	$	5,016		5.8	%
Retail
New Look Vision Group (19)	First Lien Senior Secured Loan	CDOR	5.50	%		10.38	%	5/26/2028	CAD	17,875		14,631		12,660
New Look Vision Group (19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.50	%		10.38	%	5/26/2028	CAD	2,306		1,650		1,633
New Look Vision Group (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.50	%		10.38	%	5/26/2028	CAD	1,198		934		746
Retail Total											$	17,215	$	15,039		17.3	%
Canadian Dollar Total											$	22,612	$	20,055		23.1	%
Danish Krone
High Tech Industries
VPARK BIDCO AB (16)(19)	First Lien Senior Secured Loan	CIBOR	4.00	%		6.03	%	3/10/2025	DKK	56,429		9,231		8,122
High Tech Industries Total											$	9,231	$	8,122		9.3	%
Danish Krone Total											$	9,231	$	8,122		9.3	%
European Currency
Chemicals, Plastics, & Rubber
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	IBOR	5.75	%		8.04	%	12/22/2027	€	9,353		9,425		9,637
Chemicals, Plastics, & Rubber Total											$	9,425	$	9,637		11.1	%
Environmental Industries
Reconomy (18)(19)	First Lien Senior Secured Loan	IBOR	6.00	%		8.20	%	6/24/2029	€	2,440		2,475		2,612
Environmental Industries Total											$	2,475	$	2,612		3.0	%
FIRE: Insurance
MRHT (18)(19)	First Lien Senior Secured Loan	IBOR	5.50	%		7.06	%	7/26/2028	€	21,335		24,551		22,839
MRHT (18)(19)	First Lien Senior Secured Loan	IBOR	5.50	%		7.41	%	7/26/2028	€	9,900		9,941		10,598
Paisley Bidco Limited (18)(19)	First Lien Senior Secured Loan- Revolver	IBOR	5.50	%		7.11	%	11/26/2028	€	3,178		3,367		3,402
FIRE: Insurance Total											$	37,859	$	36,839		42.3	%

All values are in Euros.

					Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
European Currency
Healthcare & Pharmaceuticals
Mertus 522. GmbH (18)(19)	First Lien Senior Secured Loan	IBOR	6.25	%		8.11	%	5/28/2026	€	12,999		15,705		13,638
Mertus 522. GmbH (18)(19)	First Lien Senior Secured Loan	IBOR	6.25	%		8.69	%	5/28/2026	€	22,244		26,873		23,335
Pharmathen (19)	First Lien Senior Secured Loan- Revolver	IBOR	5.75	%		8.48	%	10/25/2028	€	13,492		14,973		14,299
Pharmathen (3)(19)	First Lien Senior Secured Loan- Revolver	IBOR	5.73	%		8.48	%	10/25/2028	€	778		791		806
Healthcare & Pharmaceuticals Total											$	58,342	$	52,078		59.8	%
High Tech Industries
Utimaco (18)(19)	First Lien Senior Secured Loan	IBOR	6.00	%		7.95	%	5/13/2029	€	8,250		8,330		8,832
High Tech Industries Total											$	8,330	$	8,832		10.1	%
Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)	First Lien Senior Secured Loan	IBOR	5.50	%		7.45	%	8/31/2028	€	2,619		2,951		2,804
Media: Broadcasting & Subscription Total											$	2,951	$	2,804		3.2	%
Media: Diversified & Production
9 Story Media Group Inc. (18)(19)	First Lien Senior Secured Loan	IBOR	5.25	%		7.20	%	4/30/2026	€	3,665		4,458		3,923
Aptus 1724 Gmbh (19)(21)	First Lien Senior Secured Loan	IBOR	6.00	%		7.98	%	2/23/2028	€	35,000		41,137		36,812
Media: Diversified & Production Total											$	45,595	$	40,735		46.9	%
Services: Business
iBanFirst (19)(26)(32)	First Lien Senior Secured Loan					10.00	%	7/13/2028	€	10,856		12,258		11,622
SumUp Holdings Luxembourg S.à.r.l. (19)(32)	First Lien Senior Secured Loan	IBOR	8.50	%		10.48	%	2/17/2026	€	30,900		35,419		33,078
Services: Business Total											$	47,677	$	44,700		51.4	%
European Currency Total											$	212,654	$	198,237		227.8	%
Norwegian Krone
High Tech Industries
VPARK BIDCO AB (16)(19)	First Lien Senior Secured Loan	NIBOR	4.00	%		7.12	%	3/10/2025	NOK	73,280		8,651		7,475
High Tech Industries Total											$	8,651	$	7,475		8.6	%
Services: Business
Spring Finco BV (18)(19)	First Lien Senior Secured Loan	NIBOR	6.00	%		9.08	%	7/15/2029	NOK	48,840		4,810		4,982
Services: Business Total											$	4,810	$	4,982		5.7	%
Norwegian Krone Total											$	13,461	$	12,457		14.3	%

All values are in Euros.

66

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						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
U.S. Dollar
Automotive
Cardo (17)(19)	First Lien Senior Secured Loan	L		5.00	%		10.21	%	5/12/2028	$	9,653		9,575		9,653
Automotive Total												$	9,575	$	9,653		11.1	%
Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		8.99	%	12/22/2027	$	23,516		23,516		22,634
Chemicals, Plastics & Rubber Total												$	23,516	$	22,634		26.0	%
Consumer goods: Non-durable
RoC Opco LLC (15)(19)	First Lien Senior Secured Loan	L		8.00	%		12.73	%	2/25/2025	$	15,878		15,878		15,878
Consumer goods: Non-durable Total												$	15,878	$	15,878		18.2	%
Consumer goods: Durable
Stanton Carpet (15)(19)	Second Lien Senior Secured Loan	L		9.00	%		13.77	%	3/31/2028	$	5,000		4,932		5,000
Consumer goods: Durable Total												$	4,932	$	5,000		5.7	%
Healthcare & Pharmaceuticals
Golden State Buyer, Inc. (16)(19)	First Lien Senior Secured Loan	L		4.75	%		8.92	%	6/21/2026	$	14,086		14,035		13,453
Healthcare & Pharmaceuticals Total												$	14,035	$	13,453		15.5	%
High Tech Industries
CB Nike IntermediateCo Ltd (3)(19)	First Lien Senior Secured Loan - Revolver			—			—		10/31/2025	$	—		—		—
CB Nike IntermediateCo Ltd (15)(19)	First Lien Senior Secured Loan	L		4.75	%		9.16	%	10/31/2025	$	34,016		34,016		34,016
Utimaco (18)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		10.06	%	5/13/2029	$	16,450		16,292		16,450
Utimaco (18)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		10.06	%	5/13/2029	$	8,550		8,468		8,550
High Tech Industries Total												$	58,776	$	59,016		67.9	%
Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	8/31/2028	$	23,907		23,729		23,907
Media: Broadcasting and Subscription Total												$	23,729	$	23,907		27.5	%
Media: Diversified & Production
Aptus 1724 Gmbh (19)(21)	First Lien Senior Secured Loan	L		6.25	%		10.97	%	2/23/2028	$	10,000		9,941		9,875
Media: Diversified & Production Total												$	9,941	$	9,875		11.3	%

67

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						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
U.S. Dollar
Services: Business
Avalon Acquiror, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		10.83	%	3/10/2028	$	11,940		11,833		11,821
Chamber Bidco Limited (17)(19)	First Lien Senior Secured Loan	L		5.50	%		9.28	%	6/7/2028	$	23,423		23,234		23,423
Smartronix (15)(19)	First Lien Senior Secured Loan	L		6.00	%		10.17	%	11/23/2028	$	10,917		10,795		10,644
Services: Business Total												$	45,862	$	45,888		52.7	%
U.S. Dollar Total												$	206,244	$	205,304		235.9	%
Total												$	745,570	$	707,683		813.2	%

Forward Foreign Currency Exchange Contracts

				Unrealized
Currency Purchased	Currency Sold	Counterparty	Settlement Date	Appreciation(8)
EURO 1,827	AUSTRALIAN DOLLARS 2,872	Morgan Stanley	1/18/2023	$	3
EURO 3,201	AUSTRALIAN DOLLARS 4,980	Morgan Stanley	3/15/2023		45
EURO 756	CANADIAN DOLLARS 1,029	Standard Chartered	1/18/2023		49
EURO 479	CANADIAN DOLLARS 640	Morgan Stanley	3/27/2023		41
EURO 889	DANISH KRONE 6,612	Standard Chartered	1/18/2023		—
EURO 796	BRITISH POUNDS 710	Standard Chartered	6/14/2023		2
EURO 2,045	BRITISH POUNDS 1,800	Morgan Stanley	2/17/2023		22
EURO 4,740	BRITISH POUNDS 4,130	Morgan Stanley	1/18/2023		95
EURO 1,099	BRITISH POUNDS 940	Morgan Stanley	2/17/2023		41
EURO 823	NORWEGIAN KRONE 8,589	Standard Chartered	1/18/2023		7
EURO 2,530	US DOLLARS 2,610	Morgan Stanley	1/9/2023		98
EURO 2,009	US DOLLARS 2,035	Morgan Stanley	1/18/2023		111
EURO 940	US DOLLARS 952	Morgan Stanley	1/18/2023		52
EURO 24,252	US DOLLARS 24,060	Standard Chartered	1/18/2023		1,856
EURO 8,460	US DOLLARS 8,330	Morgan Stanley	1/9/2023		706
AUSTRALIAN DOLLARS 4,980	US DOLLARS 3,394	Morgan Stanley	2/17/2023		(5	)
CANADIAN DOLLARS 2,610	US DOLLARS 1,923	Standard Chartered	1/18/2023		5
US DOLLARS 7,014	AUSTRALIAN DOLLARS 11,118	Morgan Stanley	1/18/2023		(533	)
US DOLLARS 16,512	AUSTRALIAN DOLLARS 24,280	Morgan Stanley	2/17/2023		4
US DOLLARS 1,801	CANADIAN DOLLARS 2,456	Morgan Stanley	3/27/2023		(14	)
US DOLLARS 2,902	CANADIAN DOLLARS 3,981	Standard Chartered	1/18/2023		(38	)
US DOLLARS 3,412	DANISH KRONE 25,600	Standard Chartered	1/18/2023		(267	)
US DOLLARS 5,084	EURO 5,150	Morgan Stanley	1/9/2023		(416	)
US DOLLARS 29,446	EURO 29,700	Morgan Stanley	1/18/2023		(2,291	)
US DOLLARS 940	EURO 954	Standard Chartered	1/18/2023		(80	)
US DOLLARS 21,972	EURO 20,740	Standard Chartered	3/9/2023		(274	)
US DOLLARS 1,585	EURO 1,488	Standard Chartered	1/18/2023		(5	)
US DOLLARS 1,194	EURO 1,120	Standard Chartered	3/9/2023		(7	)
US DOLLARS 6,411	BRITISH POUNDS 5,650	Morgan Stanley	2/17/2023		(393	)
US DOLLARS 18,142	BRITISH POUNDS 15,997	Goldman Sachs	1/18/2023		(1,111	)
US DOLLARS 5,938	BRITISH POUNDS 4,970	Morgan Stanley	2/17/2023		(68	)
US DOLLARS 2,418	BRITISH POUNDS 2,000	Standard Chartered	6/14/2023		4
US DOLLARS 885	BRITISH POUNDS 720	Standard Chartered	3/15/2023		18
US DOLLARS 3,160	NORWEGIAN KRONE 33,250	Standard Chartered	1/18/2023		(217	)
				$	(2,560	)

(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate (“BBSW”), the Bank Bill Swap Bid Rate (“BBSY”), or the Prime Rate (“Prime” or “P”), the Sterling Overnight Index Average (“SONIA”) and Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SOFR, or Prime and the current weighted average interest rate in effect at December 31, 2022. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, SOFR, or Prime interest rate floor.

(2) Tick mark not used

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

(4) Percentages are based on the Company’s net assets of $87,029 as of December 31, 2022.

(5) Tick mark not used

(6) Tick mark not used

(7) Tick mark not used

69

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(8) Unrealized appreciation on forward currency exchange contracts.

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

(10) Tick mark not used

(11) Tick mark not used

(12) Tick mark not used

(13) Tick mark not used

(14) Tick mark not used

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

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

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

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

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

(20) Tick mark not used

(21) Loan includes interest rate floor of 0.25%.

(22) Tick mark not used

(23) Tick mark not used

(24) Tick mark not used

(25) Tick mark not used

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

(27) Tick mark not used

(28) Tick mark not used

(29) Tick mark not used

(30) Tick mark not used

(31) Tick mark not used

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

(33) Tick mark not used

(34) Tick mark not used

Below is the financial information for ISLP:

Selected Balance Sheet Information

		As of
		December 31, 2022
Investments at fair value (amortized cost of 705,448 and 745,570, respectively)	686,583	$	707,683
Cash and cash equivalents	18,093		12,242
Foreign cash (cost of 29,131 and 10,274, respectively)	29,581		10,279
Collateral on foreign currency exchange contracts	4,601		2,624
Capital contributions receivable	—		13,162
Deferred financing costs (net of accumulated amortization of 1,589 and 1,150, respectively)	2,320		2,759
Interest receivable on investments	9,547		7,617
Unrealized appreciation on forward currency contracts	48		1,053
Other receivable	—		59
Total assets	750,773	$	757,478
Debt	350,691	$	375,260
Subordinated notes payable to members	262,998		262,022
Payable for investments purchased	13,015		10,456
Interest payable on debt	7,107		3,785
Interest payable on subordinated notes	17,157		13,118
Unrealized depreciation on forward currency exchange contracts	3,891		3,613
Dividend payable	2,296		2,195
Accounts payable and accrued expenses	273		—
Total liabilities	657,428	$	670,449
Members’ equity	93,345		87,029
Total liabilities and members’ equity	750,773	$	757,478

All values are in US Dollars.

Selected Statements of Operations Information

	For the Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Investment Income
Interest Income	$	17,980		$	9,394		$	35,349		$	17,637
Total investment income		17,980			9,394			35,349			17,637
Expenses
Interest and debt financing expenses		6,028			1,873			11,689			3,764
Interest expense on members subordinated notes		8,771			4,325			17,157			8,327
General and administrative expenses		762			595			1,562			1,162
Total expenses		15,561			6,793			30,408			13,253
Net investment income		2,419			2,601			4,941			4,384
Net realized and unrealized gain (losses)
Net realized loss on investments		(1,125	)		(1,219	)		(3,157	)		(1,895	)
Net realized gain (loss) on foreign currency transactions		(374	)		2,173			(1,567	)		2,808
Net realized gain on forward contracts		145			723			18			2,136
Net unrealized gain (loss) on foreign contracts		(5,178	)		15,641			(7,585	)		19,497
Net change in unrealized appreciation on forward contracts		(429	)		3,210			(1,282	)		2,755
Net change in unrealized appreciation on investments		8,886			(26,547	)		19,021			(32,970	)
Net gain (loss) on investments		1,925			(6,019	)		5,448			(7,669	)
Net increase (decrease) in members’ equity resulting from operations	$	4,344		$	(3,418	)	$	10,389		$	(3,285	)

71

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Bain Capital Senior Loan Program, LLC

On February 9, 2022, the Company, and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program, LLC ("SLP"), an unconsolidated joint venture. Pursuant to an amended and restated limited liability company agreement (the “LLC Agreement”) between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP. Amberstone’s initial capital commitments to SLP are $179.0 million, with each party expected to maintain their pro rata proportionate share for each capital contribution. SLP will seek to invest primarily in senior secured first lien loans of U.S. borrowers. Through these capital contributions, SLP acquired 70% of the membership equity interests of the Company’s 2018‑1 portfolio (“2018‑1”). The Company retained 30% of the 2018‑1 membership equity interests as a non-controlling equity interest. As of June 30, 2023, the Company’s investment in SLP consisted of subordinated notes of $116.0 million, preferred equity interests of ($1.1) million and equity interests of $1.9 million. As of December 31, 2022, the Company’s investment in SLP consisted of subordinated notes of $51.0 million, preferred equity interests of ($0.6) million and equity interests of $3.3 million.

In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to SLP. Since inception, the Company has sold $917.6 million of its investments to SLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.

The Company has determined that SLP is an investment company under ASC, Topic 946, Financial Services—Investment Companies; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members. The Company measures the fair value of SLP in accordance with ASC Subtopic 820, Fair Value Measurements and Disclosures, using the net asset value (or its equivalent) as a practical expedient. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.

On March 7, 2022, SLP acquired 70% of the Company’s Membership Interests of BCC Middle Market CLO 2018‑1 LLC (the “2018‑1 Issuer”). The Company received $56.1 million in proceeds resulting in a realized gain of $1.2 million, which is included in net realized gain in non-controlled/non-affiliate investments. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale. Through this acquisition, the 2018‑1 Issuer became a consolidated subsidiary of SLP and was deconsolidated from the Company’s consolidated financial statements. The Company retained the remaining 30% of the 2018‑1 membership interests as a non-controlling equity interest. Please see Note 6 for additional details on the formation of the 2018‑1 Issuer and the related CLO Transaction.

On June 15, 2023, the Company entered into a First Supplemental Indenture (“2018-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2018-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26161%, effective July 1, 2023.

The Class A‑1 A, A‑1 B, A‑2, B and C 2018‑1 Notes (the “2018‑1 Notes”) are scheduled to mature on October 20, 2030 and are included in SLP’s consolidated financial statements. The Membership Interests are eliminated in consolidation on SLP’s consolidated financial statements. Below is a table summary of the 2018‑1 Notes as of June 30, 2023:

						Interest rate at
2018-1 Debt	Principal Amount		Spread above Index			June 30, 2023
Class A-1 A	$	158,762		1.55	% + 3 Month LIBOR		6.80	%
Class A-1 B		34,698		1.80	% + 3 Month LIBOR		7.05	%
Class A-2		55,100		2.15	% + 3 Month LIBOR		7.40	%
Class B		29,300		3.00	% + 3 Month LIBOR		8.25	%
Class C		30,400		4.00	% + 3 Month LIBOR		9.25	%
Total 2018-1 Notes	$	308,260

Additionally, SLP, through a wholly-owned subsidiary, has entered into a $225.0 million senior secured revolving credit facility which bears interest at SOFR plus 210 basis points with Wells Fargo, subject to leverage and borrowing base restrictions (the “MM_22_2 Credit Facility”). The maturity date of the MM_22_2 Credit Facility is August 24, 2025. As of June 30, 2023 the MM_22_2 Credit Facility had $219.8 million of outstanding debt under the credit facility. As of June 30, 2023, the effective rate on the MM_22_2 Credit Facility was 7.2% per annum. As of December 31, 2022 the MM_22_2 Credit Facility had $113.7 million of outstanding debt under the credit facility. As of December 31, 2022, the effective rate on the MM_22_2 Credit Facility was 6.4% per annum.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding as of June 30, 2023 was 6.9%. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the year ended December 31, 2022 was 4.3%.

Below is a summary of SLP’s portfolio at fair value:

	As of			As of
	June 30, 2023			December 31, 2022
Total investments	$	830,104		$	546,654
Weighted average yield on investments		11.5	%		10.6	%
Number of borrowers in SLP		60			48
Largest portfolio company investment	$	32,532		$	23,016
Total of five largest portfolio company investments	$	147,880		$	111,597
Unfunded commitments	$	1,628		$	1,838

Below is a listing of SLP’s individual investments as of June 30, 2023:

Senior Loan Program, LLC

Consolidated Schedule of Investments

As of June 30, 2023

						Interest			Maturity					Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Aerospace & Defense
Robinson Helicopter (12)(15)(19)(34)	First Lien Senior Secured Loan - Revolver	SOFR		6.50	%		11.70	%	6/30/2028	$	31,817		31,413		31,817
Saturn Purchaser Corp. (15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.60	%		10.69	%	7/23/2029	$	21,644		21,541		21,644
Whitcraft-Paradigm (18)(19)(34)	First Lien Senior Secured Loan	SOFR		7.00	%		12.34	%	2/28/2029	$	9,975		9,877		9,875
Aerospace & Defense Total													62,831		63,336		327.0	%
Automotive
Cardo (12)(17)(19)	First Lien Senior Secured Loan	L		5.50	%		11.08	%	5/12/2028	$	10,800		10,800		10,800
Gills Point S (15)(19)(34)	First Lien Senior Secured Loan	SOFR		7.00	%		12.09	%	5/15/2029	$	10,000		10,000		10,000
Intoxalock (15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.75	%		12.00	%	11/1/2028	$	17,186		17,018		17,100
JHCC Holdings, LLC (15)(19)(34)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.50	%		10.89	%	9/9/2025	$	8,290		8,198		8,290
JHCC Holdings, LLC (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.50	%		10.89	%	9/9/2025	$	16,531		16,353		16,531
Automotive Total													62,369		62,721		323.8	%
Banking, Finance, Insurance & Real Estate
Morrow Sodali Global LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.00	%		10.20	%	4/25/2028	$	7,879		7,781		7,801
Banking, Finance, Insurance & Real Estate Total													7,781		7,801		40.3	%
Chemicals, Plastics & Rubber
Hultec(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.25	%		11.64	%	3/31/2029	$	6,546		6,351		6,349
V Global Holdings LLC (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		10.87	%	12/22/2027	$	20,217		20,111		19,914
Chemicals, Plastics & Rubber Total													26,462		26,263		135.6	%
Construction & Building
YLG Holdings, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.00	%		10.18	%	10/31/2025	$	20,454		20,454		20,454
Construction & Building Total													20,454		20,454		105.6	%
Consumer Goods: Durable
New Milani Group LLC (15)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		10.70	%	6/6/2024	$	9,974		9,974		9,974
Stanton Carpet (12)(15)(19)	Second Lien Senior Secured Loan	SOFR		9.00	%		14.42	%	3/31/2028	$	5,000		4,920		5,000
TLC Purchaser, Inc. (12)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	2.26% (6.25% PIK)				13.77	%	10/13/2025	$	10,243		9,525		8,015
Consumer Goods: Durable Total													24,419		22,989		118.7	%
Consumer Goods: Non-Durable
FL Hawk Intermediate Holdings, Inc. (12)(15)(19)	Second Lien Senior Secured Loan	SOFR		9.00	%		14.50	%	8/22/2028	$	6,000		6,000		6,000
RoC Opco LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		7.60	%		12.84	%	2/25/2025	$	8,708		8,708		8,708
Solaray, LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.61	%	9/9/2023	$	10,552		10,552		10,367
WU Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		10.89	%	3/26/2026	$	6,494		6,494		6,169
WU Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		10.89	%	3/26/2026	$	6,286		6,286		5,972
Consumer Goods: Non-Durable Total													38,040		37,216		192.1	%

74

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						Interest			Maturity					Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Consumer Goods: Wholesale
WSP Initial Term Loan (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.45	%	4/27/2027	$	5,640		5,567		4,964
Consumer Goods: Wholesale Total													5,567		4,964		25.6	%
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (12)(16)(19)(34)	First Lien Senior Secured Loan	L		6.00	%		11.31	%	12/29/2027	$	22,935		22,734		22,361
Iris Holding, Inc. (17)(34)	First Lien Senior Secured Loan	SOFR		4.75	%		9.90	%	6/28/2028	$	9,925		9,512		8,452
Containers, Packaging & Glass Total													32,246		30,813		159.1	%
Energy: Oil & Gas
Amspec Services, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	L		5.75	%		10.96	%	7/2/2024	$	19,667		19,667		19,667
Blackbrush Oil & Gas, L.P. (12)(15)(19)(26)	First Lien Senior Secured Loan	L	5.00% (2.00% PIK)				12.65	%	9/3/2025	$	4,460		4,460		4,460
Energy: Oil & Gas Total													24,127		24,127		124.6	%
FIRE: Finance
Allworth Financial Group, L.P. (12)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.00	%		10.20	%	12/23/2026	$	2,122		2,122		2,080
Allworth Financial Group, L.P. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.00	%		10.20	%	12/23/2026	$	8,388		8,388		8,220
FIRE: Finance Total													10,510		10,300		53.2	%
FIRE: Insurance
Margaux Acquisition Inc. (15)(19)(34)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.75	%		11.15	%	12/19/2024	$	9,058		9,058		9,058
Margaux Acquisition Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		11.15	%	12/19/2024	$	11,313		11,313		11,313
Simplicity (18)(19)(34)	First Lien Senior Secured Loan	SOFR		6.25	%		11.64	%	12/2/2026	$	19,950		19,357		19,352
FIRE: Insurance Total													39,728		39,723		205.1	%
Healthcare & Pharmaceuticals
Apollo Intelligence (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		10.91	%	6/1/2028	$	10,719		10,629		10,719
CPS Group Holdings, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.25	%		10.64	%	3/3/2025	$	19,653		19,611		19,653
SunMed Group Holdings, LLC (12)(16)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		11.09	%	6/16/2028	$	9,581		9,581		9,246
Healthcare & Pharmaceuticals Total													39,821		39,618		204.5	%
High Tech Industries
AMI US Holdings Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		5.25	%		10.45	%	4/1/2024	$	66		66		66
AMI US Holdings Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.25	%		10.50	%	4/1/2025	$	2,799		2,799		2,799
AMI US Holdings Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		5.25	%		10.45	%	4/1/2024	$	143		143		143
AMI US Holdings Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.25	%		10.45	%	4/1/2025	$	6,058		6,058		6,058
Applitools (19)(32)	First Lien Senior Secured Loan	SOFR		6.25	%		11.35	%	5/25/2029	$	10,383		10,287		10,123
Drilling Info Holdings, Inc (12)(18)(34)	First Lien Senior Secured Loan	SOFR		4.25	%		9.50	%	7/30/2025	$	20,315		19,934		19,414
NearMap (18)(19)	First Lien Senior Secured Loan	SOFR		7.25	%		12.45	%	12/9/2029	$	10,000		9,809		9,900
Superna Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.50	%		11.74	%	3/6/2028	$	33,624		33,226		32,532
Ventiv Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		10.84	%	9/3/2025	$	9,865		9,865		9,717
High Tech Industries Total													92,187		90,752		468.5	%

75

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						Interest			Maturity					Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Hotel, Gaming & Leisure
Aimbridge Acquisition Co., Inc. (12)(18)(19)	Second Lien Senior Secured Loan	L		7.50	%		12.67	%	2/1/2027	$	6,000		5,653		5,700
Concert Golf Partners Holdco (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.50	%		10.93	%	3/30/2029	$	20,592		20,238		20,592
Pyramid Global Hospitality (15)(19)(34)	First Lien Senior Secured Loan	SOFR		8.00	%		13.08	%	1/19/2027	$	15,960		15,510		15,641
Saltoun (12)(18)(19)	First Lien Senior Secured Loan			11.00	%		11.00	%	4/11/2028	$	10,421		10,397		9,379
Hotel, Gaming & Leisure Total													51,798		51,312		264.9	%
Retail
New Look (Delaware) Corporation (15)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		10.89	%	5/26/2028	$	9,604		9,236		9,220
Thrasio, LLC (12)(15)	First Lien Senior Secured Loan	SOFR		7.00	%		12.50	%	12/18/2026	$	12,979		12,979		10,124
Retail Total													22,215		19,344		99.9	%
Services: Business
AMCP Clean Acquisition Company, LLC (18)	First Lien Senior Secured Loan	SOFR		4.40	%		9.66	%	7/10/2025	$	8,319		7,617		7,487
AMCP Clean Acquisition Company, LLC (18)	First Lien Senior Secured Loan-Delayed Draw	SOFR		4.40	%		9.66	%	7/10/2025	$	1,655		1,515		1,490
Avalon Acquiror, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.25	%		11.49	%	3/10/2028	$	32,547		32,265		31,733
Refine Intermediate, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		4.50	%		9.74	%	3/3/2027	$	19,712		19,712		19,712
Smartronix (12)(15)(19)	First Lien Senior Secured Loan	L		6.00	%		11.21	%	11/23/2028	$	13,002		12,794		12,839
TEI Holdings Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	L		5.25	%		10.64	%	12/23/2026	$	19,134		19,134		19,134
WCI Gigawatt Purchaser (12)(15)(19)(34)	First Lien Senior Secured Loan	L		5.75	%		11.13	%	11/19/2027	$	20,538		20,269		20,127
WCI Gigawatt Purchaser (15)(19)	First Lien Senior Secured Loan-Delayed Draw	L		5.75	%		11.13	%	11/19/2027	$	4,804		4,708		4,708
Services: Business Total													118,014		117,230		605.2	%
Services: Consumer
Eagle Parent Corp (12)(16)	First Lien Senior Secured Loan	SOFR		4.25	%		9.49	%	4/2/2029	$	3,326		3,317		3,253
MZR Buyer, LLC (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.75	%		11.93	%	12/21/2026	$	27,654		27,584		26,963
Services: Consumer Total													30,901		30,216		156.0	%
Telecommunications
Meriplex Communications, Ltd. (16)(19)(34)	First Lien Senior Secured Loan	SOFR		4.75	%		9.93	%	7/17/2028	$	14,964		14,759		14,964
Taoglas (15)(19)(34)	First Lien Senior Secured Loan	SOFR		7.00	%		12.24	%	2/28/2029	$	10,000		9,902		9,900
Telecommunications Total													24,661		24,864		128.4	%
Transportation: Cargo
A&R Logistics, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		11.15	%	5/5/2025	$	20,587		20,587		20,587
Grammer Purchaser, Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		4.50	%		9.70	%	9/30/2024	$	207		207		207
Grammer Purchaser, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		4.50	%		9.99	%	9/30/2024	$	3,428		3,428		3,428
Gulf Winds International (18)(19)(34)	First Lien Senior Secured Loan	SOFR		7.10	%		12.19	%	12/16/2028	$	14,303		13,979		14,231
Omni Intermediate (15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.00	%		10.39	%	11/23/2026	$	7,196		7,196		7,196
Omni Logistics, LLC (12)(15)(19)	Second Lien Senior Secured Loan	SOFR		9.15	%		14.39	%	12/30/2027	$	5,000		5,000		5,000
RoadOne (19)(34)	First Lien Senior Secured Loan	SOFR		6.25	%		11.11	%	12/29/2028	$	7,004		6,807		6,863
Transportation: Cargo Total													57,204		57,512		296.8	%
Transportation: Consumer
PrimeFlight Acquisition LLC (15)(19)(34)	First Lien Senior Secured Loan - Revolver	SOFR		6.85	%		11.94	%	5/1/2029	$	20,000		19,400		19,400
Transportation: Consumer Total													19,400		19,400		100.1	%
Wholesale
Abracon Group Holding, LLC. (18)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		10.89	%	7/6/2028	$	11,910		11,707		11,433
Aramsco, Inc. (12)(18)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		10.95	%	8/28/2024	$	9,435		9,435		9,435
SureWerx (18)(19)(34)	First Lien Senior Secured Loan	SOFR		6.75	%		11.99	%	12/14/2029	$	8,344		8,147		8,281
Wholesale Total													29,289		29,149		150.5	%
Total													840,024		830,104		4285.5	%

76

---

(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate ("BBSW"), the Bank Bill Swap Bid Rate ("BBSY"), or the Prime Rate (“Prime” or "P"), the Sterling Overnight Index Average ("SONIA") and Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SOFR, or Prime and the current weighted average interest rate in effect at June 30, 2023. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, SOFR, or Prime interest rate floor.

(2) Tick mark not used

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

(4) Percentages are based on the Company’s net assets of $19,370 as of June 30, 2023.

(5) Tick mark not used

(6) Tick mark not used

(7) Tick mark not used

(8) Tick mark not used

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

(10) Tick mark not used

(11) Tick mark not used

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

(13) Tick mark not used

(14) Tick mark not used

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

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

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

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

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

(20) Tick mark not used

(21) Tick mark not used

(22) Tick mark not used

(23) Tick mark not used

(24) Tick mark not used

(25) Tick mark not used

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

(27) Tick mark not used

(28) Tick mark not used

(29) Tick mark not used

(30) Tick mark not used

(31) Tick mark not used

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

(33) Tick mark not used

(34) Assets or a portion thereof are pledged as collateral for the 2022-1 Issuer. See Note 6 “Debt”.

Below is a listing of SLP’s individual investments as of December 31, 2022:

Senior Loan Program, LLC

Consolidated Schedule of Investments

As of December 31, 2022

						Interest			Maturity					Market		% of<br>Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Aerospace & Defense
Robinson Helicopter (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.50	%		10.92	%	6/30/2028	$	22,515		22,059		22,177
Saturn Purchaser Corp. (15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.60	%		8.54	%	7/23/2029	$	12,000		11,886		12,000
Whitcraft LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		7.00	%		11.73	%	4/3/2023	$	10,683		10,603		10,683
Aerospace & Defense Total												$	44,548	$	44,860		194.7	%
Automotive
Cardo (12)(17)(19)	First Lien Senior Secured Loan	L		5.00	%		10.21	%	5/12/2028	$	10,800		10,800		10,800
Intoxalock (15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.75	%		11.18	%	11/1/2028	$	10,000		9,901		9,900
JHCC Holdings, LLC (12)(15)(19)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	9/9/2025	$	7,521		7,521		7,351
Automotive Total												$	28,222	$	28,051		121.7	%
Banking, Finance, Insurance & Real Estate
Morrow Sodali Global LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.00	%		9.21	%	4/25/2028	$	7,939		7,830		7,820
Banking, Finance, Insurance & Real Estate Total												$	7,830	$	7,820		33.9	%
Chemicals, Plastics & Rubber
V Global Holdings LLC (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		8.99	%	12/22/2027	$	20,319		20,201		19,557
Chemicals, Plastics & Rubber Total												$	20,201	$	19,557		84.9	%
Construction & Building
YLG Holdings, Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.00	%		9.93	%	10/31/2025	$	10,534		10,534		10,534
Construction & Building Total												$	10,534	$	10,534		45.7	%
Consumer Goods: Durable
Stanton Carpet (12)(15)(19)	Second Lien Senior Secured Loan	L		9.00	%		13.77	%	3/31/2028	$	5,000		4,913		5,000
TLC Purchaser, Inc. (12)(15)(19)(26)	First Lien Senior Secured Loan	L	6.25% (2.00% PIK)				11.02	%	10/13/2025	$	9,976		9,097		7,806
Consumer Goods: Durable Total												$	14,010	$	12,806		55.6	%
Consumer Goods: Non-Durable
FL Hawk Intermediate Holdings, Inc. (12)(15)(19)	Second Lien Senior Secured Loan	L		9.00	%		13.73	%	8/22/2028	$	6,000		6,000		6,000
RoC Opco LLC (12)(15)(19)	First Lien Senior Secured Loan	L		8.00	%		12.73	%	2/25/2025	$	8,753		8,753		8,753
Solaray, LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		10.43	%	9/9/2023	$	10,637		10,637		10,584
WU Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	3/26/2026	$	6,527		6,526		6,136
WU Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	3/26/2026	$	6,319		6,319		5,940
Consumer Goods: Non-Durable Total												$	38,235	$	37,413		162.3	%
						Interest			Maturity					Market		% of<br>Members
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Consumer Goods: Wholesale
WSP Initial Term Loan (12)(15)(19)	First Lien Senior Secured Loan	L		6.25	%		10.63	%	4/27/2027	$	6,125		6,036		5,589
Consumer Goods: Wholesale Total												$	6,036	$	5,589		24.3	%
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (12)(16)(19)(34)	First Lien Senior Secured Loan	L		6.00	%		10.38	%	12/29/2027	$	23,051		22,827		22,763
Iris Holding, Inc. (17)(34)	First Lien Senior Secured Loan	SOFR		4.75	%		8.94	%	6/28/2028	$	9,975		9,519		9,097
Containers, Packaging & Glass Total												$	32,346	$	31,860		138.2	%
Energy: Oil & Gas
Amspec Services, Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	7/2/2024	$	9,771		9,771		9,771
Blackbrush Oil & Gas, L.P. (12)(15)(19)(26)	First Lien Senior Secured Loan	L	5.00% (2.00% PIK)				10.18	%	9/3/2025	$	4,416		4,416		4,416
Energy: Oil & Gas Total												$	14,187	$	14,187		61.6	%
FIRE: Finance
Allworth Financial Group, L.P. (12)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		4.75	%		9.17	%	12/23/2026	$	2,133		2,133		2,069
Allworth Financial Group, L.P. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		4.75	%		9.17	%	12/23/2026	$	8,431		8,431		8,178
FIRE: Finance Total												$	10,564	$	10,247		44.5	%
FIRE: Insurance
Margaux Acquisition Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.75	%		9.49	%	12/19/2024	$	10,451		10,451		10,451
FIRE: Insurance Total												$	10,451	$	10,451		45.4	%
Healthcare & Pharmaceuticals
Apollo Intelligence (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		9.93	%	6/1/2028	$	10,692		10,594		10,692
CPS Group Holdings, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		10.48	%	3/3/2025	$	9,776		9,776		9,728
SunMed Group Holdings, LLC (12)(16)(19)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	6/16/2028	$	9,630		9,630		9,028
Healthcare & Pharmaceuticals Total												$	30,000	$	29,448		127.8	%
High Tech Industries
AMI US Holdings Inc. (3)(12)(19)	First Lien Senior Secured Loan - Revolver								4/1/2024		—		—		—
AMI US Holdings Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.25	%		9.63	%	4/1/2025	$	8,903		8,903		8,903
Drilling Info Holdings, Inc (12)(18)	First Lien Senior Secured Loan	L		4.25	%		8.63	%	7/30/2025	$	10,774		10,693		10,397
Superna Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.50	%		11.24	%	3/6/2028	$	21,614		21,423		21,182
Ventiv Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		10.18	%	9/3/2025	$	9,797		9,797		9,626
High Tech Industries Total												$	50,816	$	50,108		217.5	%
						Interest			Maturity					Market		% of<br>Members
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Hotel, Gaming & Leisure
Aimbridge Acquisition Co., Inc. (12)(18)(19)	Second Lien Senior Secured Loan	L		7.50	%		11.62	%	2/1/2027	$	6,000		5,605		5,700
Concert Golf Partners Holdco (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.50	%		10.28	%	3/30/2029	$	20,696		20,309		20,696
Saltoun (12)(18)(19)	First Lien Senior Secured Loan			11.00	%		11.00	%	4/11/2028	$	10,419		10,393		10,106
Hotel, Gaming & Leisure Total												$	36,307	$	36,502		158.4	%
Retail
Batteries Plus Holding Corporation (12)(15)(19)	First Lien Senior Secured Loan	L		6.75	%		11.13	%	6/30/2023	$	10,500		10,500		10,500
Thrasio, LLC (12)(15)	First Lien Senior Secured Loan	L		7.00	%		11.17	%	12/18/2026	$	13,046		13,046		11,562
Retail Total												$	23,546	$	22,062		95.7	%
Services: Business
Avalon Acquiror, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.25	%		10.83	%	3/10/2028	$	22,686		22,482		22,459
Refine Intermediate, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	L		4.50	%		9.23	%	3/3/2027	$	20,800		20,800		20,800
Smartronix (12)(15)(19)	First Lien Senior Secured Loan	L		6.00	%		10.17	%	11/23/2028	$	13,068		12,839		12,742
TEI Holdings Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	12/23/2026	$	9,238		9,238		9,238
WCI Gigawatt Purchaser (12)(15)(19)(34)	First Lien Senior Secured Loan	L		5.75	%		10.41	%	11/19/2027	$	20,694		20,393		20,280
Services: Business Total												$	85,752	$	85,519		371.1	%
Services: Consumer
Eagle Parent Corp (12)(16)	First Lien Senior Secured Loan	SOFR		4.25	%		8.83	%	4/2/2029	$	3,344		3,334		3,291
MZR Buyer, LLC (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.75	%		11.72	%	12/21/2026	$	23,016		23,016		23,016
Services: Consumer Total												$	26,350	$	26,307		114.2	%
Telecommunications
Conterra Ultra Broadband Holdings, Inc. (15)(34)	First Lien Senior Secured Loan	SOFR		4.75	%		9.18	%	4/27/2027	$	3,802		3,691		3,668
Meriplex Communications, Ltd. (16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.00	%		9.42	%	7/17/2028	$	12,000		11,774		11,880
Telecommunications Total												$	15,465	$	15,548		67.5	%
Transportation: Cargo
A&R Logistics, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		9.71	%	5/5/2025	$	10,668		10,668		10,668
Grammer Purchaser, Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		4.50	%		8.79	%	9/30/2024	$	207		207		207
Grammer Purchaser, Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		4.50	%		9.72	%	9/30/2024	$	3,463		3,463		3,463
Omni Intermediate (15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.00	%		9.73	%	11/23/2026	$	7,232		7,232		7,232
Omni Logistics, LLC (12)(15)(19)	Second Lien Senior Secured Loan	SOFR		9.00	%		13.69	%	12/30/2027	$	5,000		5,000		5,000
Transportation: Cargo Total												$	26,570	$	26,570		115.3	%
Wholesale
Abracon Group Holding, LLC. (18)(19)(34)	First Lien Senior Secured Loan	SOFR		5.90	%		10.48	%	7/6/2028	$	11,970		11,745		11,731
Aramsco, Inc. (12)(18)(19)	First Lien Senior Secured Loan	L		5.25	%		9.63	%	8/28/2024	$	9,484		9,484		9,484
Wholesale Total												$	21,229	$	21,215		92.1	%
Total												$	553,199	$	546,654		2372.4	%

(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate ("BBSW"), the Bank Bill Swap Bid Rate ("BBSY"), or the Prime Rate (“Prime” or "P"), the Sterling Overnight Index Average ("SONIA") and Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SOFR, or Prime and the current weighted average interest rate in effect at December 31, 2022. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, SOFR, or Prime interest rate floor.

(2) Tick mark not used

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

(4) Percentages are based on the Company’s net assets of $23,042 as of December 31, 2022.

(5) Tick mark not used

(6) Tick mark not used

(7) Tick mark not used

(8) Unrealized appreciation on forward currency exchange contracts.

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

(10) Tick mark not used

(11) Tick mark not used

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

(13) Tick mark not used

(14) Tick mark not used

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

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

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

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

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

(20) Tick mark not used

(21) Tick mark not used

(22) Tick mark not used

(23) Tick mark not used

(24) Tick mark not used

(25) Tick mark not used

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

(27) Tick mark not used

(28) Tick mark not used

(29) Tick mark not used

(30) Tick mark not used

(31) Tick mark not used

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

(33) Tick mark not used

(34) Assets or a portion thereof are pledged as collateral for the 2022-1 Issuer. See Note 6 “Debt”.

Below is the financial information for SLP:

Selected Balance Sheet Information

			As of
			December 31, 2022
Investments at fair value (amortized cost of 840,024 and 553,199, respectively)	830,104		$	546,654
Cash	555			4,590
Restricted cash and cash equivalents	33,539			56,013
Prepaid expenses	4,956			5,190
Interest receivable on investments	4,584			3,380
Total assets	873,738		$	615,827
Interest payable on debt	8,012		$	6,118
Interest payable on subordinated notes	4,681			2,607
Payable for investments purchased	77,384			—
Debt (net of unamortized debt issuance costs of 1,264 and 1,349, respectively)	526,796			478,051
Subordinated notes payable to members	232,000			102,000
Distributions payable	4,722			3,631
Accounts payable and accrued expenses	773			378
Total liabilities	854,368		$	592,785
Members’ equity (deficit)	(2,278	)		860
Noncontrolling interests	21,648			22,182
Total members' equity	19,370		$	23,042
Total liabilities and members’ equity	873,738		$	615,827

All values are in US Dollars.

Selected Statement of Operations Information

	For the Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Investment Income
Interest Income	$	21,132		$	7,295		$	37,656		$	9,811
Total investment income		21,132			7,295			37,656			9,811
Expenses
Interest and debt financing expenses		9,264			2,710			16,856			3,454
Interest expense on members subordinated notes		4,681			1,809			7,467			2,445
Professional fees and other expenses		971			358			1,732			470
Total expenses		14,916			4,877			26,055			6,369
Net investment income		6,216			2,418			11,601			3,442
Net realized and unrealized gain (losses)
Net realized gain on investments		26			5			73			11
Net change in unrealized appreciation on investments		(2,976	)		(3,896	)		(3,375	)		(4,042	)
Net loss on investments		(2,950	)		(3,891	)		(3,302	)		(4,031	)
Net increase (decrease) from operations		3,266			(1,473	)		8,299			(589	)
Less: net decrease attributable to noncontrolling interests		(933	)		—			(2,462	)		—
Net increase (decrease) in partners' capital from operations	$	2,333		$	(1,473	)	$	5,837		$	(589	)

Note 4. Fair Value Measurements

Fair Value Disclosures

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of June 30, 2023, according to the fair value hierarchy:

	Fair Value Measurements
Investments:
First Lien Senior Secured Loan				57,826			1,474,596					1,532,422
Second Lien Senior Secured Loan							85,797					85,797
Subordinated Debt							44,446					44,446
Structured Products							23,159					23,159
Preferred Equity							99,650					99,650
Equity Interest							229,737					229,737
Warrants							457					457
Subordinated Note Investment Vehicles (1)							302,974					302,974
Preferred Equity Interest Investment Vehicles (1)									(1,080	)		(1,080	)
Equity Interest Investment Vehicles (1)									67,710			67,710
Total Investments				57,826			2,260,816		66,630			2,385,272
Cash equivalents		106,722										106,722
Forward currency exchange contracts (asset)				55								55
Forward currency exchange contracts (liability)				(1,308	)							(1,308	)

All values are in US Dollars.

(1) Includes debt and equity investment in ISLP and SLP.

(2) In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our preferred equity and equity investments in ISLP and SLP are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value, and have not been classified in the fair value hierarchy.

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2022, according to the fair value hierarchy:

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	Fair Value Measurements
							Measured at
							Net Asset
	Level 1		Level 2		Level 3		Value (2)			Total
Investments:
First Lien Senior Secured Loans	$	—	$	76,619	$	1,554,258	$	—		$	1,630,877
Second Lien Senior Secured Loans		—		—		93,950		—			93,950
Subordinated Debt		—		—		43,922		—			43,922
Structured Products		—		—		22,763		—			22,763
Preferred Equity		—		—		80,945		—			80,945
Equity Interests		—		—		210,689		—			210,689
Warrants		—		—		524					524
Subordinated Notes in Investment Vehicles (1)		—		—		237,974		—			237,974
Preferred Equity Interests in Investment Vehicles (1)		—		—		—		(644	)		(644	)
Equity Interests in Investment Vehicles (1)		—		—		—		65,977			65,977
Total Investments	$	—	$	76,619	$	2,245,025	$	65,333		$	2,386,977
Cash equivalents	$	63,394	$	—	$	—	$	—		$	63,394
Forward currency exchange contracts (asset)	$	—	$	62	$	—	$	—		$	62

(1) Includes debt and equity investments in ISLP and SLP.

(2) In accordance with ASC Subtopic 820‑10, Fair Value Measurements and Disclosures, or ASC 820‑10, our equity investment in ISLP is measured using the net asset value per share (or its equivalent) as a practical expedient for fair value, and have not been classified in the fair value hierarchy.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2023:

	First Lien						Second Lien			Subordinated
	Senior						Senior			Notes in
	Secured			Equity			Secured			Investment		Structured		Preferred		Subordinated						Total
	Loans			Interests			Loans			Vehicles (2)		Products		Equity		Debt			Warrants			Investments
Balance as of January 1, 2023	$	1,554,258		$	210,689		$	93,950		$	237,974	$	22,763	$	80,945	$	43,922		$	524		$	2,245,025
Purchases of investments and other adjustments to cost (1)		415,793			19,322			-			65,000		-		5,391		-			-			505,506
Paid-in-kind interest income		9,896			-			135			-		-		-		703			-			10,734
Net accretion of discounts (amortization of premiums)		2,549			-			213			-		-		-		72			-			2,834
Principal repayments and sales of investments (1)		(485,969	)		-			(8,430	)		-		-		-		-			-			(494,399	)
Net change in unrealized appreciation on investments		(13,026	)		(274	)		731			-		396		13,314		(251	)		(67	)		823
Net realized gains (losses) on investments		(8,905	)		-			(802	)		-		-		-		-			-			(9,707	)
Balance as of June 30, 2023	$	1,474,596		$	229,737		$	85,797		$	302,974	$	23,159	$	99,650	$	44,446		$	457		$	2,260,816
Change in unrealized appreciation attributable to investments still held at June 30, 2023	$	(21,070	)	$	(274	)	$	731		$	-	$	396	$	13,314	$	(251	)	$	(67	)	$	(7,221	)

(1) Includes reorganizations and restructuring of investments and the impact of the SLP transaction.

(2) Represents debt investment in ISLP and SLP.

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the six months ended June 30, 2023, transfers from Level 2 to Level 3, if any, were primarily due to decreased price transparency. For the six months ended June 30, 2023, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.

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The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2022:

	First Lien						Second Lien			Subordinated
	Senior						Senior			Notes in
	Secured			Equity			Secured			Investment		Preferred		Subordinated					Total
	Loans			Interests			Loans			Vehicles (2)		Equity		Debt		Warrants			Investments
Balance as of January 1, 2022	$	1,674,890		$	151,844		$	107,066		$	125,437	$	53,991	$	20,027	$	126		$	2,133,381
Purchases of investments and other adjustments to cost (1)		658,706			53,929			15,477			52,700		8,537		18,573		478			808,400
Paid-in-kind interest		6,002			—			—			—		—		253		—			6,255
Net accretion of discounts (amortization of premiums)		2,127			—			221			—		—		53		—			2,401
Principal repayments and sales of investments (1)		(753,527	)		(136	)		(37,844	)		—		—		—		—			(791,507	)
Net change in unrealized appreciation on investments		(24,109	)		10,450			(953	)		—		13,422		374		(98	)		(914	)
Net realized gains (losses) on investments		(984	)		(67	)		(122	)		—		—		—		—			(1,173	)
Transfers out of Level 3		(47,672	)		—			—			—		—		—		—			(47,672	)
Transfers to Level 3		15,288			—			11,495			—		—		—		—			26,783
Balance as of June 30, 2022	$	1,530,721		$	216,020		$	95,340		$	178,137	$	75,950	$	39,280	$	506		$	2,135,954
Change in unrealized appreciation attributable to investments still held at June 30, 2022	$	(22,995	)	$	10,450		$	(1,128	)	$	—	$	13,422	$	374	$	(98	)	$	25

(1) Includes reorganizations and restructuring of investments and the impact of the SLP transaction.

(2) Represents debt investment in ISLP and SLP.

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the six months ended June 30, 2022, transfers from Level 2 to Level 3, if any, were primarily due to decreased price transparency. For the six months ended June 30, 2022, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.

Significant Unobservable Inputs

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

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The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of June 30, 2023 were as follows:

	As of June 30, 2023
				Significant	Range of Significant
	Fair Value of			Unobservable	Unobservable Inputs
	Level 3 Assets (1)		Valuation Technique	Inputs	(Weighted Average (2))
First Lien Senior Secured Loans	$	1,196,348	Discounted cash flows	Comparative Yields	5.9	%	—	26.8	%	(12.0%)
First Lien Senior Secured Loans		112,938	Comparable company multiple	EBITDA Multiple	0.5	x	—	10.1	x	(8.3x)
First Lien Senior Secured Loans		74,181	Comparable company multiple	EBITDA Multiple				8.2	x
				Probably weighting of alternative outcomes	25.0	%	—	75.0	%
First Lien Senior Secured Loans		8,761	Discounted cash flows	Discount Rate				15.2	%
First Lien Senior Secured Loans		11,553	Collateral coverage	Recovery Rate				100.0	%
Second Lien Senior Secured Loans		85,797	Discounted cash flows	Comparative Yields	13.8	%	—	23.9	%	(15.7%)
Subordinated Notes in Investment Vehicles		302,974	Collateral coverage	Recovery Rate				100.0	%
Subordinated Debt		44,446	Discounted cash flows	Comparative Yields	12.1	%	—	13.3	%	(12.2%)
Structured Products		23,159	Discounted cash flows	Comparative Yields				14.6	%
Equity Interests		135,738	Discounted cash flows	Discount Rate	13.4	%	—	16.4	%	(15.4%)
Equity Interests		68,937	Comparable company multiple	EBITDA Multiple	1.7	x	—	24.8	x	(11.7x)
Equity Interests		13,039	Comparable company multiple	EBITDA Multiple				8.2	x
				Probably weighting of alternative outcomes	25.0	%	—	75.0	%
Preferred equity		89,473	Comparable company multiple	EBITDA Multiple	1.7	x	—	15.3	x	(7.1x)
Preferred equity		5,002	Discounted cash flows	Comparative Yields				11.5	%
Warrants		457	Comparable company multiple	EBITDA Multiple	7.8	x	—	10.3	x	(10.3x)
Total investments	$	2,172,803

(1) Included within the Level 3 assets of $2,260,816 is an amount of $88,013 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions such as investments originated in the quarter or imminent payoffs).

(2) Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of June 30, 2023. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/ decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.

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The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2022 were as follows:

	As of December 31, 2022
				Significant	Range of Significant
	Fair Value of			Unobservable	Unobservable Inputs
	Level 3 Assets (1)		Valuation Technique	Inputs	(Weighted Average (2))
First Lien Senior Secured Loans	$	1,196,770	Discounted cash flows	Comparative Yields	5.9	%	—	20.4	%	(11.6%)
First Lien Senior Secured Loans		139,041	Comparable company multiple	EBITDA Multiple	2.0	x	—	11.8	x	(8.6x)
First Lien Senior Secured Loans		73,070	Comparable company multiple	EBITDA Multiple				8.3	x
				Probably weighting of alternative outcomes	25.0	%	—	75.0	%
First Lien Senior Secured Loans		19,484	Discounted cash flows	Discount Rate	10.0	%	—	14.8	%	(13.2%)
First Lien Senior Secured Loans		8,429	Collateral coverage	Recovery Rate				100.0	%
Second Lien Senior Secured Loans		93,950	Discounted cash flows	Comparative Yields	12.7	%	—	21.8	%	(15.7%)
Subordinated Notes in Investment Vehicles		237,974	Collateral coverage	Recovery Rate				100.0	%
Subordinated Debt		43,922	Discounted cash flows	Comparative Yields	11.9	%	—	13.5	%	(12.0%)
Structured Products		22,763	Discounted cash flows	Comparative Yields				15.0	%
Equity Interests		128,923	Discounted cash flows	Discount Rate	10.0	%	—	16.4	%	(15.2%)
Equity Interests		65,472	Comparable company multiple	EBITDA Multiple	2.0	x	—	22.8	x	(12.0x)
Equity Interests		13,033	Comparable company multiple	EBITDA Multiple				8.3	x
				Probably weighting of alternative outcomes	25.0	%	—	75.0	%
Preferred equity		75,619	Comparable company multiple	EBITDA Multiple	2.0	x	—	23.0	x	(7.2x)
Warrants		524	Comparable company multiple	EBITDA Multiple	7.5	x	—	11.8	x	(8.9x)
Total investments	$	2,118,974

(1) Included within the Level 3 assets of $2,245,025 is an amount of $126,051 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions such as investments originated in the quarter or imminent payoffs).

(2) Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2022. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/ decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.

Debt Not Carried at Fair Value

Fair value is estimated by using market quotations or discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. If the Company’s debt obligations were carried at fair value, the fair value and level would have been as follows:

		As of
	Level	June 30, 2023		December 31, 2022
2019-1 Debt	2		339,837		330,634
March 2026 Notes	2		266,260		259,769
October 2026 Notes	2		257,468		247,873
Sumitomo Credit Facility	3		546,000		443,000
Total Debt		$	1,409,565	$	1,281,276

Note 5. Related Party Transactions

Investment Advisory Agreement

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

Base Management Fee

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

For the three months ended June 30, 2023 and 2022, management fees were $9.1 million and $8.5 million, respectively. For the six months ended June 30, 2023 and 2022, management fees were $18.0 million and $16.8 million, respectively. For the three months ended June 30, 2023, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the six months ended June 30, 2023, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the three months ended June 30, 2022, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the six months ended June 30, 2022, $0.0 million was contractually waived and $0.0 million was voluntarily waived.

As of June 30, 2023, and December 31, 2022, $9.1 million and $8.9 million, respectively, remained payable related to the base management fee accrued in base management fee payable on the consolidated statements of assets and liabilities.

Incentive Fee

The incentive fee consists of two parts that are determined independently of each other such that one component may be payable even if the other is not.

The first part, the Incentive Fee based on income is calculated and payable quarterly in arrears as detailed below.

The second part, the capital gains incentive fee, is determined and payable in arrears as detailed below.

Incentive Fee on Pre-Incentive Fee Net Investment Income

Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.

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

The incentive fee based on income is calculated and payable quarterly in arrears based on the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters (the “Trailing Twelve Quarters”). This calculation is referred to as the “Three-Year Lookback.”

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

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

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

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

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

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

Incentive Fee Cap

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

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

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

For the three months ended June 30, 2023 and 2022, the Company incurred $4.0 million and $4.1 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations. The Advisor has voluntarily waived $0.0 million and $0.0 million, respectively, of the income incentive fees earned by the Advisor during the three months ended June 30, 2023 and 2022. Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods. This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

For the six months ended June 30, 2023 and 2022, the Company incurred $15.1 million and $7.4 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations. The Advisor has voluntarily waived $0.0 million and $0.0 million, respectively, of the income incentive fees earned by the Advisor during the six months ended June 30, 2023 and 2022. Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods. This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

As of June 30, 2023 and December 31, 2022, there was $4.0 million and $9.2 million, respectively, related to the income incentive fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.

The Amended Advisory Agreement approved by Stockholders on February 1, 2019 incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.

Annual Incentive Fee Based on Capital Gains

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

There was no capital gains incentive fee payable to the Advisor under the Amended Advisory Agreement as of June 30, 2023 and December 31, 2022.

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

For the three months ended June 30, 2023 and 2022, the Company accrued $0.0 million and $0.0 million of incentive fees related to the GAAP Incentive Fee which is included in incentive fee on the consolidated statements of operations. For the six months ended June 30, 2023 and 2022, the Company accrued $0.0 million and $0.0 million of incentive fees related to the GAAP Incentive Fee which is included in incentive fee on the consolidated statements of operations. As of June 30, 2023 and December 31, 2022 there was $0.0 million and $0.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the consolidated statements of assets and liabilities, respectively.

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Administration Agreement

The Company has entered into an administration agreement (the “Administration Agreement”) with the advisor, pursuant to which the Administrator will provide the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company will reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board. The Company incurred expenses related to the Administrator of $0.2 million and $0.0 million for the three months ended June 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Company incurred expenses related to the Administrator of $0.4 million and $0.0 million for the six months ended June 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. As of June 30, 2023 and December 31, 2022 there were $0.2 million and $0.1 million in expenses related to the Administrator that were payable and included in “accounts payable and accrued expenses” in the consolidated statements of assets and liabilities, respectively. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.2 million and $0.1 million for the three months ended June 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Company incurred expenses related to the sub-administrator of $0.3 million and $0.3 million for the six months ended June 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Administrator will not seek reimbursement in the event that any such reimbursements would cause any distributions to our stockholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.

Resource Sharing Agreement

The Company’s investment activities are managed by the Advisor, an investment adviser that is registered with the SEC under the Advisers Act. The Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis.

The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Bain Capital Credit, LP (“Bain Capital Credit”), pursuant to which Bain Capital Credit provides the Advisor with experienced investment professionals (including the members of the Advisor’s Credit Committee) and access to the resources of Bain Capital Credit so as to enable the Advisor to fulfill its obligations under the Amended Advisory Agreement. Through the Resource Sharing Agreement, the Advisor intends to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Bain Capital Credit’s investment professionals. There can be no assurance that Bain Capital Credit will perform its obligations under the Resource Sharing Agreement. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which if terminated may have a material adverse consequence on the Company’s operations.

Co-investments

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

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determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.

Revolving Advisor Loan

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

Related Party Commitments

As of June 30, 2023 and December 31, 2022, the Advisor held 449,699.30 and 476,679.81 shares of the Company’s common stock, respectively. An affiliate of the Advisor is the investment manager to certain pooled investment vehicles which are investors in the Company. These investors held 12,875,920.66 and 12,875,920.66 shares of the Company at June 30, 2023 and December 31, 2022, respectively.

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Non-Controlled/Affiliate and Controlled Affiliate Investments

Investments during the six months ended June 30, 2023 in which the portfolio company was an "affiliated person" (as defined in the 1940 Act) and/or an "affiliated person" that the Company is deemed to "control" (as defined in the 1940 Act) are as follows:

Portfolio Company
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest (1)		14,581			11		—		(11	)		—		14,581			—			—
Ansett Aviation Training First Lien Senior Secured Loan		4,818			—		—		(105	)		—		4,713			195			—
Ansett Aviation Training Equity Interest (1)		5,310			—		—		1,458			—		6,768			—			—
BCC Middle Market CLO 2018-1, LLC. Equity Interest		22,763			—		—		396			—		23,159			3,005			—
Blackbrush Oil & Gas, L.P. First Lien Senior Secured Loan		9,040			92		—		(1	)		—		9,131			558			—
Blackbrush Oil & Gas, L.P. Equity Interest (1)		—			—		—		—			—		—			—			—
Blackbrush Oil & Gas, L.P. Preferred Equity (1)		30,785			—		—		2,243			—		33,028			—			—
Direct Travel, Inc. First Lien Senior Secured Loan		4,841			—		—		—			—		4,841			274			—
Direct Travel, Inc. First Lien Senior Secured Loan - Delayed Draw		3,440			17		—		—			—		3,457			228			—
Direct Travel, Inc. First Lien Senior Secured Loan - Delayed Draw		1,741			23		—		—			—		1,764			88			—
Direct Travel, Inc. First Lien Senior Secured Loan		58,721			621		—		—			—		59,342			4,004			—
Direct Travel, Inc. First Lien Senior Secured Loan - Delayed Draw		4,125			450		—		—			—		4,575			278			—
Direct Travel, Inc. First Lien Senior Secured Loan		202			—		—		—			—		202			12			—
Direct Travel, Inc. Equity Interest (1)		13,033			—		—		6			—		13,039			—			—
Walker Edison First Furniture Company LLC Equity Interest (1)		—			5,593		—		(959	)		—		4,634			—			—
Walker Edison First Furniture Company LLC First Lien Senior Secured Loan		—			5,418		—		—			—		5,418			205			—
Walker Edison First Furniture Company LLC First Lien Senior Secured Loan - Revolver		—			3,182		—		—			—		3,182			141			—
Walker Edison First Furniture Company LLC First Lien Senior Secured Loan - Delayed Draw		—			161		—		—			—		161			2			—
Total Non-Controlled/affiliate investment		173,400			15,568		—		3,027			—		191,995			8,990			—
Controlled affiliate investment
Bain Capital Senior Loan Program, LLC Subordinated Note Investment Vehicles		50,995			65,000		—		—			—		115,995			3,719			—
Bain Capital Senior Loan Program, LLC Class A Preferred Equity Interests Investment Vehicles		(644	)		—		—		(436	)		—		(1,080	)		1,346			—
Bain Capital Senior Loan Program, LLC Class B Equity Interests Investment Vehicles		3,347			—		—		(1,468	)		—		1,879			3,815			—
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan		6,400			—		—		411			—		6,811			(1,010	)		—
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest (1)		—			—		—		—			—		—			—			—
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest (1)		10,388			—		—		475			—		10,863			—			—
Gale Aviation (Offshore) Co, Equity Interest		91,326			—		—		(1,654	)		—		89,672			6,022			—
International Senior Loan Program, LLC, Equity Interest Investment Vehicle		62,630			—		—		3,201			—		65,831			2,871			—
International Senior Loan Program, LLC, Subordinated Note Investment Vehicle		186,979			—		—		—			—		186,979			12,208			—
Legacy Corporate Lending HoldCo, LLC Equity Interest		—			641		—		—			—		641			—			—
Legacy Corporate Lending HoldCo, LLC Preferred Equity		—			5,175		—		—			—		5,175			—			—
Lightning Holdings Equity Interest (1)		27,209			9,636		—		4,587			—		41,432			—			—
Total Controlled affiliate investment		438,630			80,452		—		5,116			—		524,198			28,971			—
Total		612,030			96,020		—		8,143			—		716,193			37,961			—

All values are in US Dollars.

(1) Non-income producing

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Transactions during the year ended December 31, 2022 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to Control are as follows:

	Fair Value													Fair Value
	as of							Change in			Realized			as of			Dividend,
	December 31,		Gross		Gross			Unrealized			Gains			December 31,			Interest, and		Other
Portfolio Company	2021		Additions		Reductions			Appreciation			(Losses)			2022			PIK Income		Income
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest (1)	$	19,527	$	1	$	—		$	(4,947	)	$	—		$	14,581		$	—
Ansett Aviation Training First Lien Senior Secured Loan		—		15,924		(9,830	)		(490	)		(786	)		4,818			486
Ansett Aviation Training Equity Interest		—		11,526		(7,115	)		1,468			(569	)		5,310			160
BCC Middle Market CLO 2018-1, LLC. Equity Interest		—		24,051		—			(1,288	)		—			22,763			4,109		—
Blackbrush Oil & Gas, L.P. First Lien Senior Secured Loan		12,336		1,029		(4,327	)		2			—			9,040			842		—
Blackbrush Oil & Gas, L.P. Equity Interest (1)		—		1		—			(1	)		—			—			—		—
Blackbrush Oil & Gas, L.P. Preferred Equity (1)		19,720		1,674		—			9,391			—			30,785			—		—
Direct Travel, Inc. First Lien Senior Secured Loan		4,766		75		—			—			—			4,841			416		—
Direct Travel, Inc. First Lien Senior Secured Loan – Delayed Draw		2,831		70		—			539			—			3,440			365		—
Direct Travel, Inc. First Lien Senior Secured Loan – Delayed Draw		1,436		31		—			274			—			1,741			170		—
Direct Travel, Inc. First Lien Senior Secured Loan		48,347		1,165		—			9,209			—			58,721			6,196		—
Direct Travel, Inc. First Lien Senior Secured Loan – Delayed Draw		4,125		—		—			—			—			4,125			359		—
Direct Travel, Inc. First Lien Senior Secured Loan		202		—		—			—			—			202			18		—
Direct Travel, Inc. Equity Interest (1)		—		—		—			13,033			—			13,033			—		—
Total Non-Controlled/affiliate investment	$	113,290	$	55,547	$	(21,272	)	$	27,190		$	(1,355	)	$	173,400		$	13,121		—
Controlled affiliate investment
Bain Capital Senior Loan Program, LLC Subordinated Note Investment Vehicles	$	—	$	50,995	$	—		$	—		$	—		$	50,995		$	3,509		—
Bain Capital Senior Loan Program, LLC Class A Preferred Equity Interests Investment Vehicles		—		10		—			(654	)		—			(644	)		851		—
Bain Capital Senior Loan Program, LLC Class B Equity Interests Investment Vehicles		—		5,594		—			(2,247	)		—			3,347			2,413		—
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan		6,627		636		—			(863	)		—			6,400			800		—
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest		—		—		—			—			—			—			100		—
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest		10,563		—		—			(175	)		—			10,388			1,068		—
Gale Aviation (Offshore) Co, Equity Interest		72,839		1,465		—			17,022			—			91,326			8,804		—
International Senior Loan Program, LLC, Equity Interest Investment Vehicle		44,444		19,769		—			(1,583	)		—			62,630			5,165		—
International Senior Loan Program, LLC, Subordinated Note Investment Vehicle		125,437		61,542		—			—			—			186,979			15,510		—
Lightning Holdings B, LLC- Equity Interest (1)		14,851		11,421		—			937			—			27,209			—		—
Total Controlled affiliate investment	$	274,761	$	151,432	$	—		$	12,437		$	—		$	438,630		$	38,220		—
Total	$	388,051	$	206,979	$	(21,272	)	$	39,627		$	(1,355	)	$	612,030		$	51,341		—

All values are in US Dollars.

(1) Non-income producing

Note 6. Debt

In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, effective February 2, 2019, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of June 30, 2023 and December 31, 2022, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 175.1% and 180.0%, respectively.

The Company’s outstanding borrowings as of June 30, 2023 and December 31, 2022 were as follows:

	As of June 30, 2023						As of December 31, 2022
2019-1 Debt		352,500		352,500		351,163		352,500		352,500		351,099
Revolving Advisor Loan		—		—		—		50,000		—		—
March 2026 Notes		300,000		300,000		296,952		300,000		300,000		296,392
October 2026 Notes		300,000		300,000		295,492		300,000		300,000		294,812
Sumitomo Credit Facility (2)		665,000		546,000		546,000		665,000		443,000		443,000
Total Debt		1,617,500		1,498,500		1,489,607		1,667,500		1,395,500		1,385,303

All values are in US Dollars.

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

(2) On January 26, 2022, Gale Aviation (Offshore) Co investment, a controlled affiliate investment of the Company, entered into a letter of credit agreement with Sumitomo Mitsui Banking Corporation for $14.7 million. As of June 30, 2023, $14.7 million is outstanding on the letter of credit and the amount has been drawn against the total aggregate principal amount committed of the Sumitomo Credit Facility.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2023 and year ended December 31, 2022 were 5.1% and 3.5%, respectively.

The following table shows the contractual maturities of our debt obligations as of June 30, 2023:

	Payments Due by Period
			Less than						More than
									5 years
2019-1 Debt		352,500		—		—		—	$	352,500
March 2026 Notes		300,000		—		300,000		—		—
October 2026 Notes		300,000		—		—		300,000		—
Sumitomo Credit Facility		546,000		—		—		546,000		—
Total Debt Obligations		1,498,500		—		300,000		846,000	$	352,500

All values are in US Dollars.

2018‑1 Notes

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

The CLO Transaction was executed through a private placement of the following 2018‑1 Notes. The Class A‑1 A, A‑1 B, A‑2, B and C 2018‑1 Notes were issued at par and are scheduled to mature on October 20, 2030. The Company received 100% of the membership interests (the “Membership Interests”) in the 2018‑1 Issuer in exchange for its sale to the 2018‑1 Issuer of the initial closing date loan portfolio. The Membership Interests do not bear interest. At the time of the transaction, the Class A‑1 A, A‑1 B, A‑2, B and C 2018‑1 Notes were included in the consolidated financial statements and the Membership Interests were eliminated in consolidation. On March 7, 2022, the Company sold 70% of the membership equity interests of the Company’s 2018-1 Notes to SLP, which resulted in the deconsolidation of the 2018-1 Notes from the Company’s consolidated financial statements as further discussed in Note 3.

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For the three months ended June 30, 2023 and 2022, the components of interest expense related to the 2018-1 Issuer were as follows:

	For the Three Months Ended June 30,
	2023		2022
Borrowing interest expense	$	—	$	—
Amortization of deferred financing costs and upfront commitment fees		—		—
Total interest and debt financing expenses	$	—	$	—

For the six months ended June 30, 2023 and 2022, the components of interest expense related to the 2018-1 Issuer were as follows:

	For the Six Months Ended June 30,
	2023		2022
Borrowing interest expense	$	—	$	1,299
Amortization of deferred financing costs and upfront commitment fees		—		28
Total interest and debt financing expenses	$	—	$	1,327

2019‑1 Debt

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

On November 30, 2021, the Co-Issuers refinanced the 2019‑1 CLO Transaction through a private placement of $410 million of senior secured and senior deferrable notes consisting of: (i) $282.5 million of Class A‑1‑R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 1.50% per annum; (ii) $55 million of Class A‑2‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.00% per annum; (iii) $47.5 million of Class B-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 2.60% per annum; and (iv) $25.0 million of Class C-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.75% per annum (collectively, the “2019‑1 CLO Reset Notes”). As part of the transactions, the 2019-1 Issuer was redomiciled from Cayman to Jersey. The 2019‑1 CLO Reset Notes are scheduled to mature on October 15, 2033 and the reinvestment period ends October 15, 2025. The Company retained $32.5 million of the Class B-R Notes and $25.0 million of the Class C-R Notes. The retained notes by the Company are eliminated in consolidation. The transaction resulted in a realized loss on the extinguishment of debt of $2.3 million from the acceleration of unamortized debt issuance costs of. The obligations of the Issuer under the CLO Transaction are non-recourse to the Company.

On June 15, 2023, the Company entered into a Second Supplemental Indenture (“2019-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of November 30, 2021, between BCC Middle Market CLO 2019-1, LTD, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2019-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26161%, effective July 1, 2023.

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The 2019‑1 CLO Reset Notes was executed through a private placement of the following 2019‑1 Debt:

						Interest rate at
2019-1 Debt	Principal Amount		Spread above Index			June 30, 2023
Class A-1-R	$	282,500		1.50	% + 3 Month LIBOR		6.76	%
Class A-2-R		55,000		2.00	% + 3 Month LIBOR		7.26	%
Class B-R		15,000		2.60	% + 3 Month LIBOR		7.86	%
Total 2019-1 Debt		352,500
Membership Interests		102,250	Non-interest bearing			Not applicable
Total	$	454,750

The Loans and Class A‑1‑R, A‑2‑R, and B-R Notes are included in the consolidated financial statements of the Company. The $32.5 million of the Class B-R Notes, $25.0 million of the Class C-R Notes and Membership Interests retained by the Company are eliminated in consolidation.

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

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

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

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

As of June 30, 2023, there were 52 first lien and second lien senior secured loans with a total fair value of approximately $479.9 million and cash of $26.2 million securing the 2019-1 Debt. As of December 31, 2022, there were 49 first lien and second lien senior secured loans with a total fair value of approximately $447.4 million and cash of $56.0 million securing the 2019-1 Debt. Assets that are pledged as collateral for the 2019-1 Debt are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture and loan agreement governing the 2019-1 Debt. The creditors of the 2019-1 Co-Issuers have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2019-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture and loan agreement governing the 2019-1 Debt. As of June 30, 2023, the Company was in compliance with its covenants related to the 2019-1 Debt.

Costs of the offering of $1.5 million were incurred in connection with the 2019‑1 CLO Reset Notes which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2019‑1 Debt on the consolidated statements of assets and liabilities and are being amortized over the life using the effective interest method. The balance of the unamortized debt issuance costs was $1.3 million and $1.4 million as of June 30, 2023 and December 31, 2022, respectively.

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For the three months ended June 30, 2023 and 2022, the components of interest expense related to the 2019‑1 Co-Issuers were as follows:

	For the Three Months Ended June 30,
	2023		2022
Borrowing interest expense	$	6,062	$	2,268
Amortization of deferred financing costs and upfront commitment fees		32		32
Total interest and debt financing expenses	$	6,094	$	2,300

For the six months ended June 30, 2023 and 2022, the components of interest expense related to the 2019‑1 Co-Issuers were as follows:

	For the Six Months Ended June 30,
	2023		2022
Borrowing interest expense	$	11,605	$	3,892
Amortization of deferred financing costs and upfront commitment fees		64		64
Total interest and debt financing expenses	$	11,669	$	3,956

Revolving Advisor Loan

On March 27, 2020, the Company entered into an unsecured revolving loan agreement (the “Revolving Advisor Loan”) with BCSF Advisors, LP, the investment adviser of the Company. The Revolving Advisor Loan had a maximum credit limit of $50.0 million and matured on March 27, 2023. The Revolving Advisor Loan accrued interest at the Applicable Federal Rate from the date of such loan until the loan was repaid in full.

For the three and six months ended June 30, 2023 and 2022, the Revolving Advisor Loan did not incur any interest expense.

2023 Notes

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

The 2023 Notes were scheduled to mature on June 10, 2023 and could be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Note Purchase Agreement. The 2023 Notes bore interest at a rate of 8.50% per year payable semi-annually on June 10 and December 10 of each year, commencing on December 10, 2020.

On July 16, 2021 the Company repurchased $37.5 million of the 2023 Notes at a total cost of $39.5 million. This resulted in a realized loss on the extinguishment of debt of $2.5 million, which included a premium paid of $2.0 million and acceleration of unamortized debt issuance costs and original issue discount of $0.5 million.

On August 24, 2022, the Company issued a notice to the noteholders of the 2023 Notes, indicating its intention to prepay the total aggregate principal amount committed of $150,000,000, including the principal amount outstanding of $112,500,000, under the 2023 Notes pursuant to the terms of the Note Purchase Agreement governing the 2023 Notes. The Notes were prepaid at 100% of their principal amount, plus accrued and unpaid interest thereon, on September 6, 2022. This resulted in a realized loss on the extinguishment of debt of $0.7 million, which included acceleration of unamortized debt issuance costs and original issue discount of $0.7 million.

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For the three months ended June 30, 2023 and 2022, the components of interest expense related to the 2023 Notes were as follows:

	For the Three Months Ended June 30,
	2023		2022
Borrowing interest expense	$	—	$	2,344
Amortization of debt issuance cost		—		137
Accretion of original issue discount		—		91
Total interest and debt financing expenses	$	—	$	2,572

For the six months ended June 30, 2023 and 2022, the components of interest expense related to the 2023 Notes were as follows:

	2023		2022
Borrowing interest expense		—	$	4,594
Amortization of debt issuance cost		—		272
Accretion of original issue discount		—		181
Total interest and debt financing expenses		—	$	5,047

All values are in US Dollars.

March 2026 Notes

On March 10, 2021, the Company and U.S. Bank National Association (the “Trustee”), entered into an Indenture (the “Base Indenture”) and First Supplemental Indenture (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee. The First Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.95% notes due 2026 (the “March 2026 Notes”).

The March 2026 Notes will mature on March 10, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The March 2026 Notes bear interest at a rate of 2.95% per year payable semi-annually on March 10th and September 10th of each year, commencing on September 10, 2021. The March 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The net proceeds to the Company were approximately $294.3 million, after deducting the underwriting discounts and commissions of $4.4 million and offering expenses of $1.3 million.

As of June 30, 2023 and December 31, 2022 the components of the carrying value of the March 2026 Notes were as follows:

	June 30,			December 31,
	2023			2022
Principal amount of debt	$	300,000		$	300,000
Unamortized debt issuance cost		(1,748	)		(2,069	)
Original issue discount, net of accretion		(1,300	)		(1,539	)
Carrying value of 2026 Notes	$	296,952		$	296,392

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For the three months ended June 30, 2023 and 2022, the components of interest expense related to the March 2026 Notes were as follows:

	For the Three Months Ended June 30,
	2023		2022
Borrowing interest expense	$	2,212	$	2,213
Amortization of debt issuance cost		162		162
Accretion of original issue discount		120		120
Total interest and debt financing expenses	$	2,494	$	2,495

For the six months ended June 30, 2023 and 2022, the components of interest expense related to the March 2026 Notes were as follows:

	2023		2022
Borrowing interest expense		4,425	$	4,426
Amortization of debt issuance cost		322		321
Accretion of original issue discount		239		239
Total interest and debt financing expenses		4,986	$	4,986

All values are in US Dollars.

October 2026 Notes

On October 13, 2021, the Company and the Trustee entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture between the Company and the Trustee. The Second Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.55% notes due 2026 (the “October 2026 Notes,” and together with the March 2026 Notes, the “2026 Notes”).

The October 2026 Notes will mature on October 13, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The October 2026 Notes bear interest at a rate of 2.55% per year payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. The October 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the October 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The net proceeds to the Company were approximately $293.1 million, after deducting the underwriting discounts and commissions of $6.2 million and offering expenses of $0.7 million.

As of June 30, 2023 and December 31, 2022 the components of the carrying value of the October 2026 Notes were as follows:

	June 30,			December 31,
	2023			2022
Principal amount of debt	$	300,000		$	300,000
Unamortized debt issuance cost		(2,403	)		(2,765	)
Original issue discount, net of accretion		(2,105	)		(2,423	)
Carrying value of 2026 Notes	$	295,492		$	294,812

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For the three months ended June 30, 2023 and 2022, the components of interest expense related to the October 2026 Notes were as follows:

	For the Three Months Ended June 30,
	2023		2022
Borrowing interest expense	$	1,912	$	1,913
Amortization of debt issuance cost		182		182
Accretion of original issue discount		159		159
Total interest and debt financing expenses	$	2,253	$	2,254

For the six months ended June 30, 2023 and 2022, the components of interest expense related to the October 2026 Notes were as follows:

	2023		2022
Borrowing interest expense		3,825	$	3,825
Amortization of debt issuance cost		362		362
Accretion of original issue discount		317		317
Total interest and debt financing expenses		4,504	$	4,504

All values are in US Dollars.

Sumitomo Credit Facility

On December 24, 2021, the Company entered into a senior secured revolving credit agreement (the “Sumitomo Credit Agreement” or the “Sumitomo Credit Facility”) as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. The Credit Agreement is effective as of December 24, 2021.

The facility amount under the Sumitomo Credit Agreement is $300.0 million with an accordion provision to permit increases to the total facility amount up to $1.0 billion. Proceeds of the loans under the Sumitomo Credit Agreement may be used for general corporate purposes of the Company, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the Sumitomo Credit Agreement. The maturity date is December 24, 2026.

On July 6, 2022, the Company entered into the First Amendment to the Sumitomo Credit Agreement. The First Amendment provides for an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $300.0 million to $385.0 million. The First Amendment also replaced the LIBOR benchmark provisions under the Sumitomo Credit Agreement with SOFR benchmark provisions, including applicable credit spread adjustments.

On July 22, 2022, the Company entered into the Increasing Lender/Joinder Lender Agreement (the “Joinder Agreement”), dated as of July 22, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $385.0 million to $485.0 million.

On August 24, 2022, the Company entered into the Second Amendment, which provides for, among other things, an upsize in the total commitments from lenders under the Sumitomo Credit Agreement from $485.0 million to $635.0 million.

On December 14, 2022, the Company entered into a second Increasing Lender/Joinder Lender Agreement (the “Second Joinder Agreement”), dated as of December 14, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Second Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $635.0 million to $665.0 million.

Interest under the Sumitomo Credit Agreement for (i) loans for which the Company elects the base rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at an “alternate base rate” (which is the greater of zero and the highest of (a) the prime rate as published in the print edition of The Wall Street Journal, Money

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Rates Section, (b) the federal funds effective rate plus 0.5% and (c) the one-month Eurocurrency rate plus 1% per annum) plus 0.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, the alternate base rate plus 0.875% per annum; (ii) loans for which the Company elects the Eurocurrency option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.875% per annum; and (iii) loans for which the Company elects the risk-free-rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.8693% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.9943% per annum. The Company pays a used commitment fee of 37.5 basis points (0.375%) on the average daily unused amount of the dollar commitment.

The Sumitomo Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of June 30, 2023, the Company was in compliance with its covenants related to the Sumitomo Credit Facility.

As of June 30, 2023 and December 31, 2022, there were $546.0 million and $443.0 million of borrowings under the Sumitomo Credit Facility.

For the three months ended June 30, 2023 and 2022, the components of interest expense related to the Sumitomo Credit Facility were as follows:

	For the Three Months Ended June 30,
	2023		2022
Borrowing interest expense	$	9,244	$	1,160
Unused facility fee		140		137
Accretion of original issue discount		234		109
Total interest and debt financing expenses	$	9,618	$	1,406

For the six months ended June 30, 2023 and 2022, the components of interest expense related to the Sumitomo Credit Facility were as follows:

	2023		2022
Borrowing interest expense		18,119	$	1,204
Unused facility fee		265		429
Accretion of original issue discount		466		217
Total interest and debt financing expenses		18,850	$	1,850

All values are in US Dollars.

Note 7. Derivatives

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

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies, as described in Note 2. The fair value of derivative contracts open as of June 30, 2023 and December 31, 2022 is included on the consolidated schedules of investments by contract. The Company had collateral receivable of $7.5 million for June 30, 2023 and collateral receivable of $9.6 million for December 31, 2022 with the counterparties on foreign currency exchange contracts. Collateral amounts posted are included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Collateral payable is included in collateral payable on forward currency exchange contracts on the consolidated statements of assets and liabilities.

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For the three and six months ended June 30, 2023, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts were $213.6 million and $194.7 million, respectively. For the three and six months ended June 30, 2022, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts were $130.1 million and $116.9 million, respectively.

By using derivative instruments, the Company is exposed to the counterparty’s credit risk—the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the consolidated statements of assets and liabilities. The Company minimizes counterparty credit risk through credit monitoring procedures, executing master netting arrangements and managing margin and collateral requirements, as appropriate.

The Company presents forward currency exchange contracts on a net basis by counterparty on the consolidated statements of assets and liabilities. The Company has elected not to offset assets and liabilities in the consolidated statements of assets and liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other arrangement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of June 30, 2023:

							Net amount of
				Gross amount of			assets or
		Gross amount of		(liabilities)			(liabilities)
		assets on the		on the			presented on the
	Account in the	consolidated		consolidated			consolidated
	consolidated	statements of		statements of			statements of			Cash Collateral
	statements of assets	assets and		assets and			assets and			paid		Net
Counterparty	and liabilities	liabilities		liabilities			liabilities			(received) (1)		Amounts (2)
Bank of New York	Unrealized appreciation on forward currency contracts	$	3,148	$	(3,093	)	$	55		$	—	$	55
Citibank	Unrealized depreciation on forward currency contracts	$	488	$	(1,796	)	$	(1,308	)	$	—	$	(1,308	)

(1) Amount excludes excess cash collateral paid.

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

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of December 31, 2022:

							Net amount of
				Gross amount of			assets or
		Gross amount of		(liabilities)			(liabilities)
		assets on the		on the			presented on the
	Account in the	consolidated		consolidated			consolidated
	consolidated	statements of		statements of			statements of		Cash Collateral
	statements of assets	assets and		assets and			assets and		paid		Net
Counterparty	and liabilities	liabilities		liabilities			liabilities		(received) (1)		Amounts (2)
Bank of New York	Unrealized appreciation on forward currency contracts	$	3,488	$	(3,459	)	$	29	$	—	$	29
Citibank	Unrealized appreciation on forward currency contracts	$	249	$	(216	)	$	33	$	—	$	33

(1) Amount excludes excess cash collateral paid.

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

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The effect of transactions in derivative instruments to the consolidated statements of operations during the three months ended June 30, 2023 and 2022 was as follows:

	For the Three Months Ended June 30
	2023			2022
Net realized gain on forward currency exchange contracts	$	—		$	2,018
Net change in unrealized appreciation on forward currency exchange contracts		(1,476	)		8,124
Total net realized and unrealized gains (losses) on forward currency exchange contracts	$	(1,476	)	$	10,142

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of $2.6 million and ($9.0) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2023 and 2022, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of ($1.5) million and $10.1 million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $1.1 million and $1.1 million for the three months ended June 30, 2023 and 2022, respectively.

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The effect of transactions in derivative instruments to the consolidated statements of operations during the six months ended June 30, 2023 and 2022 was as follows:

	For the Six Months Ended June 30
	2023			2022
Net realized gain (loss) on forward currency exchange contracts	$	(2,385	)	$	3,261
Net change in unrealized appreciation on forward currency exchange contracts		(1,315	)		9,775
Total net realized and unrealized gains (losses) on forward currency exchange contracts	$	(3,700	)	$	13,036

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of $4.7 million and ($12.2) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2023 and 2022, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of ($3.7) million and $13.0 million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $1.0 million and $0.9 million for the six months ended June 30, 2023 and 2022, respectively.

Note 8. Distributions

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2023:

			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
February 28, 2023	March 31, 2023	April 28, 2023	$	0.38	$	24,534
May 9, 2023	June 30, 2023	July 31, 2023	$	0.38	$	24,534
Total distributions declared			$	0.76	$	49,068

The distributions declared during the six months ended June 30, 2023 were derived from investment company taxable income and net capital gain, if any.

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2022:

			Amount Per		Total
Date Declared	Record Date	Payment Date	Share		Distributions
February 23, 2022	March 31, 2022	April 29, 2022	$	0.34	$	21,951
May 5, 2022	June 30, 2022	July 29, 2022	$	0.34	$	21,951
Total distributions declared			$	0.68	$	43,902

The distributions declared during the six months ended June 30, 2022 were derived from investment company taxable income and net capital gain, if any.

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

Note 9. Common Stock/Capital

The Company has authorized 100,000,000,000 shares of its common stock with a par value of $0.001 per share. The Company has authorized 10,000,000,000 shares of its preferred stock with a par value of $0.001 per share. Shares of preferred stock have not been issued.

Prior to the IPO, the Company had issued 43,982,137.46 shares in the private placement of the Company’s common shares (the “Private Offering”). Each investor had entered into a separate subscription agreement relating to the Company’s common stock (the “Subscription Agreements”). Each investor had made a capital commitment to purchase shares of the Company’s common stock pursuant to the Subscription Agreements. Investors were required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivered a drawdown notice, which were delivered at least 10 business days prior to the required funding date in an aggregate amount not to exceed their respective capital commitments. The number of shares to be issued to a

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stockholder was determined by dividing the total dollar amount of the contribution by a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board in accordance with the requirements of the 1940 Act. As of December 31, 2018, aggregate commitments relating to the Private Offering were $1.3 billion. All outstanding commitments related to these Subscription Agreements were cancelled due to the completion of the IPO on November 15, 2018. As of June 30, 2023 and December 31, 2022, BCSF Advisors, LP contributed in aggregate $8.9 million and $8.9 million to the Company and received 488,212.35 and 488,212.35 shares of the Company, respectively. At June 30, 2023 and December 31, 2022, BCSF Advisors, LP owned 0.70% and 0.74%, respectively, of the outstanding common stock of the Company.

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

For the three months ended June 30, 2023 and 2022, there were no shares issued pursuant to the dividend reinvestment plan. For the six months ended June 30, 2023 and 2022, there were no shares issued pursuant to the dividend reinvestment plan.

BCSF Investments, LLC and certain individuals, including Michael A. Ewald, the Company’s Chief Executive Officer and a Managing Director of Bain Capital Credit; Jonathan S. Lavine, Co-Managing Partner of Bain Capital, LP and Founder and Chief Investment Officer of Bain Capital Credit; John Connaughton, Co-Managing Partner of Bain Capital, LP; Jeffrey B. Hawkins, Chairman of the Company’s Board of Directors and a Managing Director of Bain Capital Credit; and Michael J. Boyle, the Company’s President and a Managing Director of Bain Capital Credit, adopted the 10b5‑1 Plan in accordance with Rules 10b5‑1 and 10b‑18 under the Exchange Act, under which such parties would buy up to $20 million in the aggregate of the Company’s common stock in the open market during the period beginning after four full calendar weeks after the closing of the IPO and ending on the earlier of the date on which the capital committed to the 10b5‑1 has been exhausted or one year after the closing of the IPO.

On May 7, 2019, the Company’s Board of Directors authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Securities Exchange Act of 1934. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of June 30, 2023, there have been no repurchases of common stock.

On May 4, 2020, the Company’s Board of Directors approved a transferable subscription rights offering to our stockholders of record as of May 13, 2020. The rights entitled record stockholders to subscribe for up to an aggregate of 12,912,453 shares of our common stock. Record stockholders received one right for each share of common stock owned on the record date. The rights entitled the holders to purchase one new share of common stock for every four rights held, and record stockholders who fully exercised their rights were entitled to subscribe, subject to certain limitations and allotment rules, for additional shares that remain unsubscribed as a result of any unexercised rights. The rights were transferable and on the New York Stock Exchange under the symbol “BCSF RT”. The rights offering expired June 5, 2020. Based on the terms of the offering and the market price of the stock during the applicable period, holders of rights participating in the offering were entitled to purchase one new share of common stock for every four rights held at a subscription price of $10.2163 per share. On June 16, 2020, the Company closed its transferrable rights offering and issued 12,912,453 shares. The offering generated net proceeds, before expenses, of $129.6 million, including the underwriting discount and commissions of $2.3 million.

Note 10. Commitments and Contingencies

Commitments

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

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As of June 30, 2023, the Company had $276.0 million of unfunded commitments under loan and financing agreements as follows:

Portfolio Company & Investment	Expiration Date(1)
9 Story Media Group Inc. - Revolver	4/30/2026		508
A&R Logistics, Inc. - Revolver	5/5/2025		5,851
Abracon Group Holding, LLC. - Delayed Draw	7/6/2028		3,552
Abracon Group Holding, LLC. - Revolver	7/6/2028		2,018
Access - Delayed Draw	6/4/2029		1,507
Allworth Financial Group, L.P. - Revolver	12/23/2026		2,440
Amspec Services, Inc. - Revolver	7/2/2024		2,756
Apollo Intelligence - Delayed Draw	6/1/2028		9,611
Apollo Intelligence - Revolver	6/1/2028		6,007
Applitools - Revolver	5/25/2028		3,430
Appriss Holdings, Inc. - Revolver	5/6/2027		753
Aramsco, Inc. - Revolver	8/28/2024		3,387
Arctic Glacier U.S.A., Inc. - Revolver	5/24/2028		829
ASP-r-pac Acquisition Co LLC - Revolver	12/29/2027		3,253
Avalon Acquiror, Inc. - Revolver	3/10/2028		5,042
Caribou Bidco Limited - Delayed Draw	1/29/2029		22
CB Nike IntermediateCo Ltd - Revolver	10/31/2025		44
Concert Golf Partners Holdco LLC - Delayed Draw	4/2/2029		1,884
Concert Golf Partners Holdco LLC - Revolver	3/31/2028		2,492
Congress Buyer DD T/L - Delayed Draw	6/30/2029		1,654
Congress Buyer R/C - Revolver	6/30/2029		1,102
CPS Group Holdings, Inc. - Revolver	3/3/2025		3,157
Darcy Partners - Revolver	6/1/2028		349
Datix Bidco Limited - Revolver	10/28/2024		2
Direct Travel, Inc. - Delayed Draw	10/2/2025		2,175
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/30/2024		992
Element Buyer, Inc. - Revolver	7/19/2024		4,250
Eleven Software - Revolver	9/25/2026		397
Gills Point S - Delayed Draw	5/15/2029		1,262
Gills Point S - Revolver	5/15/2029		518
Grammer Purchaser, Inc. - Revolver	9/30/2024		234
GSP Holdings, LLC - Revolver	11/6/2025		2,267
Gulf Winds International - Revolver	12/16/2028		5,292
ImageTrend - Revolver	1/31/2029		4,000
Intoxalock - Revolver	11/1/2028		3,430
JHCC Holdings, LLC - Revolver	9/9/2025		2,833
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025		3,196
Mach Acquisition R/C - Revolver	10/18/2026		2,511
Margaux Acquisition Inc. - Revolver	12/19/2025		735

All values are in US Dollars.

107

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Portfolio Company & Investment	Expiration Date(1)
Margaux UK Finance Limited - Revolver	12/19/2024		98
Meriplex Communications, Ltd. - Delayed Draw	7/17/2028		7,030
Meriplex Communications, Ltd. - Revolver	7/17/2028		2,824
Morrow Sodali - Delayed Draw	4/25/2028		269
Morrow Sodali - Revolver	4/25/2028		1,365
MRHT - Delayed Draw	2/1/2029		5,529
MRI Software LLC - Revolver	2/10/2026		1,782
MZR Buyer, LLC - Revolver	12/21/2026		3,473
NearMap - Revolver	12/9/2029		4,652
New Look (Delaware) Corporation - Delayed Draw	5/26/2028		1,938
New Look Vision Group - Revolver	5/26/2026		213
OGH Bidco Limited - Delayed Draw	6/29/2029		6,257
Omni Intermediate - Revolver	11/30/2026		732
Parcel2Go - Delayed Draw	7/15/2028		35
Premier Imaging, LLC - Delayed Draw	1/2/2025		4,816
Pyramid Global Hospitality - Revolver	1/19/2027		3,482
Reconomy - Delayed Draw	6/24/2029		8,357
Refine Intermediate, Inc. - Revolver	9/3/2026		5,340
Revalize, Inc. - Revolver	4/15/2027		1,340
RoadOne - Delayed Draw	12/29/2028		3,931
RoadOne - Revolver	12/29/2028		4,119
RoC Opco LLC - Revolver	2/25/2025		10,241
Saturn Purchaser Corp. - Revolver	7/22/2029		4,883
Service Master - Revolver	8/16/2027		9,628
Simplicity - Delayed Draw	12/2/2026		5,470
Simplicity - Revolver	12/2/2026		1,454
Smartronix - Revolver	11/23/2027		6,321
Solaray, LLC - Delayed Draw	9/9/2023		37
Solaray, LLC - Revolver	9/9/2023		5,383
Spring Finco BV - Delayed Draw	7/15/2029		4,060
Sunmed Group Holdings, LLC - Revolver	6/16/2027		1,229
Superna Inc. - Delayed Draw	3/6/2028		2,631
Superna Inc. - Revolver	3/6/2028		2,631
SureWerx - Delayed Draw	12/28/2029		2,013
SureWerx - Revolver	12/29/2028		885
Swoogo LLC - Revolver	12/9/2026		1,243
Taoglas - Delayed Draw	2/28/2029		3,636
Taoglas - Revolver	2/28/2029		881
TEI Holdings Inc. - Revolver	12/23/2025		4,226
Titan Cloud Software, Inc - Delayed Draw	9/7/2029		10,572
Titan Cloud Software, Inc - Revolver	9/7/2028		5,714
TLC Purchaser, Inc. - Revolver	10/13/2025		4,113
V Global Holdings LLC - Revolver	12/22/2025		7,293
Ventiv Holdco, Inc. - Revolver	9/3/2025		1,686
Walker Edison - Delayed Draw	3/31/2027		635
WCI Gigawatt Purchaser - Revolver	11/19/2027		1,931
Whitcraft-Paradigm - Revolver	2/28/2029		2,194
World Insurance - Revolver	4/1/2026		931
WSP - Revolver	4/27/2027		449
WU Holdco, Inc. - Revolver	3/26/2025		2,367
YLG Holdings, Inc. - Revolver	10/31/2025		7,947
Total			276,008

All values are in US Dollars.

(1) Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2) Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of June 30, 2023.

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As of December 31, 2022, the Company had $303.7 million of unfunded commitments under loan and financing agreements as follows:

Portfolio Company & Investment	Expiration Date (1)	Unfunded Commitments (2)
9 Story Media Group Inc. - Revolver	4/30/2026	$	497
A&R Logistics, Inc. - Revolver	5/5/2025		5,735
Abracon Group Holding, LLC. - Delayed Draw	7/6/2028		5,046
Abracon Group Holding, LLC. - Revolver	7/6/2028		2,018
Access - First Lien Senior Secured Loan	6/4/2029		2,642
Allworth Financial Group, L.P. - Delayed Draw	12/23/2026		7
Allworth Financial Group, L.P. - Revolver	12/23/2026		2,440
Amspec Services, Inc. - Revolver	7/2/2024		4,463
Ansira Holdings New DD T/L(2) - First Lien Senior Secured Loan	12/20/2024		1,508
Ansira Holdings, Inc. - Revolver	12/20/2024		1,700
Apollo Intelligence - Delayed Draw	6/1/2028		9,611
Apollo Intelligence - Revolver	6/1/2028		7,208
Applitools - Revolver	5/25/2028		3,430
Appriss Holdings, Inc. - Revolver	5/6/2027		753
Aramsco, Inc. - Revolver	8/28/2024		2,709
ASP-r-pac Acquisition Co LLC - Revolver	12/29/2027		3,253
Avalon Acquiror, Inc. - Revolver	3/10/2028		7,353
Batteries Plus Holding Corporation - Revolver	6/30/2023		3,334
Caribou Bidco Limited - First Lien Senior Secured Loan	1/29/2029		21
CB Nike IntermediateCo Ltd - Revolver	10/31/2025		44
Cloud Technology Solutions (CTS) - Revolver	7/3/2029		1,705
Concert Golf Partners Holdco LLC - Delayed Draw	4/2/2029		2,340
Concert Golf Partners Holdco LLC - Revolver	3/31/2028		2,492
CPS Group Holdings, Inc. - Revolver	3/3/2025		4,933
Darcy Partners R/C - First Lien Senior Secured Loan	6/1/2028		349
DC Blox Inc. - First Lien Senior Secured Loan	3/22/2026		1,915
Direct Travel, Inc. - Delayed Draw	10/2/2025		2,625
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/30/2024		2,267
Element Buyer, Inc. - Revolver	7/19/2024		4,250
Eleven Software - Revolver	9/25/2026		1,339
Grammer Purchaser, Inc. - Revolver	9/30/2024		234
Great Expressions Dental Center PC - Revolver	9/28/2023		127
Gulf Winds International - Revolver	12/16/2028		5,292
Intoxalock - Revolver	11/1/2028		3,087
JHCC Holdings, LLC - Delayed Draw	9/9/2025		31
JHCC Holdings, LLC - Revolver	9/9/2025		1,088
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025		3,092
Mach Acquisition R/C - Revolver	10/18/2026		6,026

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Portfolio Company & Investment	Expiration Date (1)	Unfunded Commitments (2)
Margaux Acquisition Inc. - Revolver	12/19/2025		1,915
Margaux UK Finance Limited - Revolver	12/19/2024		603
masLabor - Revolver	7/1/2027		345
Meriplex Communications, Ltd. - Delayed Draw	7/17/2028		8,931
Meriplex Communications, Ltd. - Revolver	7/17/2028		2,542
Morrow Sodali - Delayed Draw	4/25/2028		1,345
Morrow Sodali - Revolver	4/25/2028		1,312
MRH Trowe Beteiligungsgesellschaft MBH - First Lien Senior Secured Loan	7/26/2028		7,888
MRI Software LLC - Revolver	2/10/2026		1,782
MZR Buyer, LLC - Revolver	12/21/2026		5,210
NearMap - Revolver	12/9/2029		4,652
New Look (Delaware) Corporation - Delayed Draw	5/26/2028		1,938
New Look Vision Group - Delayed Draw	5/26/2028		62
New Look Vision Group - Revolver	5/26/2026		571
OGH Bidco Limited - Delayed Draw	6/29/2029		7,440
Omni Intermediate - Delayed Draw	11/23/2026		504
Omni Intermediate R/C - First Lien Senior Secured Loan	11/30/2026		732
Paisley Bidco Limited - Revolver	11/26/2028		1,460
Parcel2Go - First Lien Senior Secured Loan	7/15/2028		33
Premier Imaging, LLC - Delayed Draw	1/2/2025		4,816
Reconomy - First Lien Senior Secured Loan	6/24/2029		7,949
Reconomy - First Lien Senior Secured Loan	6/24/2029		7,949
Refine Intermediate, Inc. - Revolver	9/3/2026		5,340
Revalize, Inc. - Revolver	4/15/2027		1,340
RoadOne - Delayed Draw	12/29/2028		5,666
RoadOne - Revolver	12/29/2028		3,388
RoC Opco LLC - Revolver	2/25/2025		7,510
Saltoun - Delayed Draw	4/11/2028		14,358
Saturn Purchaser Corp. - Revolver	7/22/2029		4,883
Service Master - Revolver	8/16/2027		7,470
Smartronix - Revolver	11/23/2027		6,321
Solaray, LLC - Revolver	9/9/2023		6,800
Spring Finco DD T/L - First Lien Senior Secured Loan	7/15/2029		1,259
SunMed Group Holdings, LLC - Revolver	6/16/2027		639
Superna Inc. - Delayed Draw	3/6/2028		2,631
Superna Inc. - Revolver	3/6/2028		2,631
SureWerx - Delayed Draw	12/28/2029		2,013
SureWerx - Revolver	12/28/2028		939
Swoogo LLC - Revolver	12/9/2026		1,243
TEI Holdings Inc. - Revolver	12/23/2025		4,221
Titan Cloud Software, Inc - Delayed Draw	9/7/2029		11,429
Titan Cloud Software, Inc - Revolver	9/7/2028		5,714
TGI Sport Bidco Pty Ltd - Delayed Draw	4/30/2026		1,315
TLC Purchaser, Inc. - Revolver	10/13/2025		1,828
V Global Holdings LLC - Revolver	12/22/2025		9,690
Ventiv Holdco, Inc. - Revolver	9/3/2025		1,704
WCI Gigawatt Purchaser - Revolver	11/19/2027		2,253
Whitcraft LLC - Revolver	4/3/2023		362
World Insurance - Revolver	4/1/2026		326
WSP Initial Term Loan - Delayed Draw	4/27/2027		1,797
WSP Revolving Loan - Revolver	4/27/2027		402
WU Holdco, Inc. - Revolver	3/26/2025		2,705
YLG Holdings, Inc. - Revolver	10/31/2025		8,545
Total		$	303,665

(1) Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2) Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2022.

Contingencies

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

Note 11. Financial Highlights

The following is a schedule of financial highlights for the six months ended June 30, 2023 and 2022:

	For the Six Months Ended June 30,
	2023				2022
Per share data:
Net asset value at beginning of period	$	17.29			$	17.04
Net investment income (1)		1.10				0.75
Net realized gain (loss) (1)(7)		(0.27	)			0.08
Net change in unrealized appreciation (1)(2)(8)		0.08				(0.04	)
Net increase in net assets resulting from operations (1)(9)(10)		0.91				0.79
Shareholder distributions from income (3)		(0.76	)			(0.68	)
Net asset value at end of period	$	17.44			$	17.15
Net assets at end of period	$	1,125,779			$	1,107,014
Shares outstanding at end of period		64,562,265.27				64,562,265.27
Per share market value at end of period	$	13.51			$	13.61
Total return based on market value (12)		20.44		%		(6.28	)	%
Total return based on net asset value (4)		5.29		%		4.65		%
Ratios:
Ratio of net investment income to average net assets (5)(11)(13)		14.34		%		9.51		%
Ratio of total expenses to average net assets (5)(11)(13)		12.78		%		8.43		%
Supplemental data:
Ratio of interest and debt financing expenses to average net assets (5)(13)		7.21		%		3.95		%
Ratio of expenses (without incentive fees) to average net assets (5)(11)(13)		11.43		%		7.76		%
Ratio of incentive fees and management fees, net of contractual and voluntary waivers, to average net assets (5)(11)(13)		4.60		%		3.73		%
Average principal debt outstanding	$	1,476,709			$	1,267,665
Portfolio turnover (6)		21.10		%		18.66		%

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

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

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

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

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

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

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

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

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

(10) Net increase in net assets resulting from operations per share in these financial highlights may be different from the net increase (decrease) in net assets per share on the consolidated statements of operations due to changes in the number of weighted average shares outstanding and the effects of rounding.

(11) The ratio of voluntary incentive fee waiver to average net assets was 0.00% and 0.00% for the six months ended June 30, 2023 and 2022, respectively (Note 5). The ratio of voluntary management fee waiver to average net assets was 0.00% and 0.00% for the six months ended June 30, 2023 and 2022, respectively (Note 5). The ratio of net investment income without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the six months ended June 30, 2023 would be 14.34%. The ratio of net investment income without the voluntary incentive fee waiver to average net assets for the six months ended June 30, 2022 would be 9.51%. The ratio of total expenses without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the six months ended June 30, 2023 would be 12.78%. The ratio of total expenses without the voluntary incentive fee waiver to average net assets for the six months ended June 30, 2022 would be 8.43%.

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

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

Note 12. Subsequent Events

The Company’s management has evaluated the events and transactions that have occurred through August 8, 2023, the issuance date of the consolidated financial statements, and noted no items requiring disclosure in this Form 10-Q or adjustment of the consolidated financial statements.

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

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Forward-Looking Statements” appearing elsewhere in this report.

Overview

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by BCSF Advisors, LP (our “Advisor” or “BCSF Advisors”), a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator” or “BCSF Advisors”). Since we commenced operations on October 13, 2016 through June 30, 2023, we have invested approximately $6,794.3 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.

On November 19, 2018, we closed our initial public offering (the “IPO”) issuing 7,500,000 shares of our common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.

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

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

Investments

Our level of investment activity may vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

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

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

Revenues

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

Our debt investment portfolio consists of primarily floating rate loans. As of June 30, 2023 and December 31, 2022, 94.1% and 94.5%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.

Expenses

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

• our operational and organizational cost;

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

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

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

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

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

• distributions on our common stock;

• transfer agent and custody fees and expenses;

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

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

• brokerage fees and commissions;

• federal and state registration fees;

• U.S. federal, state and local taxes;

• Independent Director fees and expenses;

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

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

• costs of holding stockholder meetings;

• our fidelity bond;

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

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

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

• fees and expenses associated with marketing efforts;

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

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

To the extent that expenses to be borne by us are paid by BCSF Advisors, we will generally reimburse BCSF Advisors for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board of Directors (our “Board”). We incurred expenses related to the Administrator of $0.2 million and $0.0 million for the three months ended June 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. We incurred expenses related to the Administrator of $0.4 million and $0.0 million for the six months ended June 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.2 million and $0.1 million for the three months ended June 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.3 million and $0.3 million for the six months ended June 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. BCSF Advisors will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.

Leverage

We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of June 30, 2023, the Company’s asset coverage was 175.1%.

Investment Decision Process

The Advisor’s investment process can be broken into four processes: (1) Sourcing and Idea Generation, (2) Investment Diligence & Recommendation, (3) Credit Committee Approval and Portfolio Construction and (4) Portfolio & Risk Management.

Sourcing and Idea Generation

The investment decision-making process begins with sourcing ideas. Bain Capital Credit’s Private Credit Group interacts with a broad and deep set of global contacts, enabling the group to generate middle market investment opportunities. Our Advisor also seeks to leverage the contacts of Bain Capital Credit’s industry groups, Trading Desk, and Special Situations team, including private equity firms, banks and a variety of advisors and other intermediaries.

Investment Diligence & Recommendation

Our Advisor utilizes Bain Capital Credit’s bottom-up approach to investing, and it starts with the due diligence performed by its Private Credit Group. The group works with the close support of Bain Capital Credit’s industry groups. This diligence process typically begins with a detailed review of an offering memorandum as well as Bain Capital Credit’s own independent diligence efforts, including in-house materials and expertise, third-party independent research and interviews, and hands-on field checks where appropriate. For deals that progress beyond an initial stage, the team will usually schedule one or more meetings with company management, facilities visits and also meetings with the sponsor in order to ask more detailed questions and to better understand the sponsor’s view of the business and plans for it going forward. The team’s diligence work is summarized in investment memoranda and accompanying credit packs. Work product also includes full models and covenant analysis.

Credit Committee Approval and Portfolio Construction

If the reviewing team deems an investment worthy of serious consideration, it generally must be presented to the credit committee, which is comprised of at least three experienced credit professionals, who are selected based on strategy and geography. A portfolio manager leads the decision making process for each investment and engages the credit committee throughout the investment process in order to prioritize and direct the underwriting of each potential investment opportunity. For middle market holdings, the path to exit an investment is often discussed at credit committee meetings, including restructurings, acquisitions and sale to strategic buyers. Since most middle market investments are illiquid, exits are driven by a sale of the portfolio company or a refinancing of the portfolio company’s debt.

Portfolio & Risk Management

Our Advisor utilizes Bain Capital Credit’s Private Credit Group for the daily monitoring of its respective credits after an investment has been made. Our Advisor believes that the ongoing monitoring of financial performance and market developments of portfolio investments is critical to successful investment management. Accordingly, our Advisor is actively involved in an on-going portfolio review process and attends board meetings. To the extent a portfolio investment is not meeting our Advisor’s expectations, our Advisor takes corrective action when it deems appropriate, which may include raising interest rates, gaining a more influential role on its board, taking warrants and, where appropriate, restructuring the balance sheet to take control of the company. Our Advisor will utilize the Bain Capital Credit Risk and Oversight Committee. The Risk and Oversight Committee is responsible for monitoring and reviewing risk management, including portfolio risk, counterparty risk and firm-wide risk issues. In addition to the methods noted above, there are a number of proprietary methods and tools used through all levels of Bain Capital Credit to manage portfolio risk.

Environmental, Social and Governance

Our Advisor believes that environmental, social, and governance ("ESG") management helps to create lasting impact for all of its stakeholder groups, including investors, portfolio companies, employees and communities. ESG risks can have a negative impact on

an issuer’s ability to meet its financial obligations. Therefore, strong ESG management aligns with our Advisor’s goal to seek and generate attractive risk-adjusted returns with the capital it invests. Our Advisor considers ESG factors throughout its investment decision-making process. These factors include, but are not limited to, applying a negative screen to avoid investing in companies with outsized ESG risks; examining the impact a company has on society and the environment during the diligence process; seeking to consider ESG factors from a company-specific and sector-wide perspective; and engaging companies via corporate actions and board seats, where applicable.

Portfolio and Investment Activity

During the three months ended June 30, 2023, we invested $204.4 million, including PIK, in 60 portfolio companies, and had $227.9 million in aggregate amount of principal repayments and sales, resulting in a net decrease in investments of $23.5 million for the period. Of the $204.4 million invested during the three months ended June 30, 2023, $35.4 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the three months ended June 30, 2022, we invested $484.3 million, including PIK, in 59 portfolio companies, and had $332.4 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $151.9 million for the period. Of the $484.3 million invested during the three months ended June 30, 2022, $44.1 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the six months ended June 30, 2023, we invested $516.6 million, including PIK, in 85 portfolio companies, and had $513.4 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $3.2 million for the period. Of the $516.6 million invested during the six months ended June 30, 2023, $112.9 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the six months ended June 30, 2022, we invested $859.2 million, including PIK, in 79 portfolio companies, and had $853.4 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $5.8 million for the period. Of the $859.2 million invested during the six months ended June 30, 2022, $69.9 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

The following table shows the composition of the investment portfolio and associated yield data as of June 30, 2023 (dollars in thousands):

	As of June 30, 2023
												Weighted Average
												Yield (1)
												at
			Percentage of						Percentage of			Amortized			Market
	Amortized Cost		Total Portfolio			Fair Value			Total Portfolio			Cost			Value
First Lien Senior Secured Loans	$	1,617,678		67.0	%	$	1,532,422			64.2	%		12.0	%		12.2	%
Second Lien Senior Secured Loans		89,234		3.7			85,797			3.6			14.5			15.1
Subordinated Debt		44,528		1.8			44,446			1.9			11.5			11.6
Structured Products		24,050		1.0			23,159			1.0			27.1			28.2
Preferred Equity		62,497		2.6			99,650			4.2			10.0			8.2
Equity Interests		209,217		8.7			229,737			9.6			13.4			13.5
Warrants		480		0.0			457			0.0		N/A			N/A
Subordinated Notes in Investment Vehicles (2)		302,974		12.5			302,974			12.7			12.2			12.2
Preferred Equity Interests in Investment Vehicles (2)		10		0.0			(1,080	)		0.0		N/A			N/A
Equity Interests in Investment Vehicles (2)		64,959		2.7			67,710			2.8			27.2			26.1
Total	$	2,415,627		100.0	%	$	2,385,272			100.0	%		12.8	%		13.0	%

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

(2) Represents debt and equity investment in ISLP and SLP.

The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2022 (dollars in thousands):

	As of December 31, 2022
												Weighted Average
												Yield (1)
												at
			Percentage of						Percentage of			Amortized			Market
	Amortized Cost		Total Portfolio			Fair Value			Total Portfolio			Cost			Value
First Lien Senior Secured Loans	$	1,703,591		70.4	%	$	1,630,877			68.3	%		10.9	%		11.2	%
Second Lien Senior Secured Loans		98,120		4.1			93,950			3.9			13.7			14.3
Subordinated Debt		43,752		1.8			43,922			1.8			11.6			11.6
Structured Products		24,050		1.0			22,763			1.0			19.8			20.9
Preferred Equity		57,106		2.4			80,945			3.4			10.0			8.6
Equity Interests		189,896		7.8			210,689			8.8			10.6			10.7
Warrants		480		0.0			524			0.0		N/A			N/A
Subordinated Notes in Investment Vehicles (2)		237,974		9.8			237,974			10.0			11.4			11.4
Preferred Equity Interests in Investment Vehicles (2)		10		0.0			(644	)		0.0		N/A			N/A
Equity Interests in Investment Vehicles (2)		64,959		2.7			65,977			2.8			17.9			17.6
Total	$	2,419,938		100.0	%	$	2,386,977			100.0	%		11.4	%		11.6	%

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

(2) Represents debt and equity investment in ISLP and SLP.

The following table presents certain selected information regarding our investment portfolio as of June 30, 2023:

	As of
	June 30, 2023
Number of portfolio companies		142
Percentage of debt bearing a floating rate (1)		94.1	%
Percentage of debt bearing a fixed rate (1)		5.9	%

(1) Measured on a fair value basis. Subordinated Notes in Investment Vehicles are included in floating rate.

The following table presents certain selected information regarding our investment portfolio as of December 31, 2022:

	As of
	December 31, 2022
Number of portfolio companies		132
Percentage of debt bearing a floating rate (1)		94.5	%
Percentage of debt bearing a fixed rate (1)		5.5	%

(1) Measured on a fair value basis. Subordinated Notes in Investment Vehicles are included in floating rate.

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of June 30, 2023 (dollars in thousands):

	As of June 30, 2023
			Percentage at Amortized Cost					Percentage at Fair Value
Performing		2,364,922		97.9	%		2,385,221		100.0	%
Non-accrual		50,705		2.1			51		-
Total		2,415,627		100.0	%		2,385,272		100.0	%

All values are in US Dollars.

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2022 (dollars in thousands):

	As of December 31, 2022
			Percentage at
			Amortized					Percentage at
	Amortized Cost		Cost			Fair Value		Fair Value
Performing	$	2,348,395		97.0	%	$	2,348,571		98.4	%
Non-accrual		71,543		3.0			38,406		1.6
Total	$	2,419,938		100.0	%	$	2,386,977		100.0	%

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2023, there were four loans from two issuers placed on non-accrual in the Company’s portfolio. As of December 31, 2022, there were five loans from three issuers placed on non-accrual in the Company’s portfolio.

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of June 30, 2023 (dollars in thousands):

	As of June 30, 2023
			Percentage of Total						Percentage of Total
First Lien Senior Secured Loan		1,617,678		63.7	%		1,532,422			61.0	%
Second Lien Senior Secured Loan		89,234		3.5			85,797			3.3
Subordinated Debt		44,528		1.7			44,446			1.8
Structured Products		24,050		0.9			23,159			0.9
Preferred Equity		62,497		2.5			99,650			4.0
Equity Interest		209,217		8.2			229,737			9.1
Warrants		480		0.0			457			0.0
Subordinated Notes in Investment Vehicles (1)		302,974		11.9			302,974			12.1
Preferred Equity Interest Investment Vehicles (1)		10		0.0			(1,080	)		0.0
Equity Interest in Investment Vehicles (1)		64,959		2.6			67,710			2.7
Cash and cash equivalents		87,727		3.4			87,727			3.5
Foreign Cash		5,203		0.2			4,612			0.2
Restricted cash and cash equivalents		36,243		1.4			36,243			1.4
Total		2,544,800		100.0	%		2,513,854			100.0	%

All values are in US Dollars.

(1) Represents debt and equity investment in ISLP and SLP

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2022 (dollars in thousands):

	As of December 31, 2022
	Amortized Cost		Percentage of Total			Fair Value			Percentage of Total
First Lien Senior Secured Loans	$	1,703,591		66.9	%	$	1,630,877			65.0	%
Second Lien Senior Secured Loans		98,120		3.9			93,950			3.7
Subordinated Debt		43,752		1.7			43,922			1.7
Structured Products		24,050		0.9			22,763			0.9
Preferred Equity		57,106		2.2			80,945			3.2
Equity Interests		189,896		7.4			210,689			8.4
Warrants		480		0.0			524			0.0
Subordinated Notes in Investment Vehicles (1)		237,974		9.3			237,974			9.5
Preferred Equity Interests in Investment Vehicles (1)		10		0.0			(644	)		0.0
Equity Interests in Investment Vehicles (1)		64,959		2.5			65,977			2.6
Cash and cash equivalents		30,205		1.2			30,205			1.2
Foreign cash		34,528		1.4			29,575			1.2
Restricted cash and cash equivalents		65,950		2.6			65,950			2.6
Total	$	2,550,621		100.0	%	$	2,512,707			100.0	%

(1) Represents debt and equity investment in ISLP and SLP

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

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

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

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

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

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

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

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

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

• An investment is rated 3 if, in the opinion of our Advisor, the investment is performing below underwriting expectations and there may be concerns about the portfolio company’s performance or trends in the industry, including as a result of

factors such as declining performance, non-compliance with debt covenants or delinquency in loan payments (but generally not more than 180 days past due).

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

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of June 30, 2023 (dollars in thousands):

	As of June 30, 2023
Investment Performance Rating			Percentage of Total			Number of Companies (1)		Percentage of Total
1		2,423		0.1	%		2		1.4	%
2		2,180,766		91.4			126		88.7
3		202,032		8.5			12		8.5
4		51		-			2		1.4
Total		2,385,272		100.0	%		142		100.0	%

All values are in US Dollars.

(1) Number of investment rated companies may not agree to total portfolio companies due to investments across investment types and structures.

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2022 (dollars in thousands):

	As of December 31, 2022
			Percentage of			Number of		Percentage of
Investment Performance Rating	Fair Value		Total			Companies(1)		Total
1	$	2,499		0.1	%		3		2.3	%
2		2,163,990		90.7			117		88.6
3		182,082		7.6			9		6.8
4		38,406		1.6			3		2.3
Total	$	2,386,977		100.0	%		132		100.0	%

(1) Number of investment rated companies may not agree to total portfolio companies due to investments across investment types and structures.

Results of Operations

Our operating results for the three months ended June 30, 2023 and 2022 were as follows (dollars in thousands):

	For the Three Months Ended
	June 30,
	2023			2022
Total investment income	$	75,715		$	52,364
Total expenses, net of fee waivers		35,706			25,649
Net investment income before taxes		40,009			26,715
Less: Income taxes, including excise tax		1,097			—
Net investment income		38,912			26,715
Net realized gain (loss)		(550	)		2,608
Net change in unrealized appreciation		(9,191	)		(12,094	)
Net increase in net assets resulting from operations	$	29,171		$	17,229

Our operating results for the six months ended June 30, 2023 and 2022 were as follows (dollars in thousands):

	For the Six Months Ended
	June 30,
	2023			2022
Total investment income	$	150,452		$	98,375
Total expenses, net of fee waivers		77,690			49,957
Net investment income before taxes		72,762			48,418
Less: Income taxes, including excise tax		1,692			—
Net investment income		71,070			48,418
Net realized gain (loss)		(17,799	)		4,780
Net change in unrealized appreciation		5,185			(2,288	)
Net increase in net assets resulting from operations	$	58,456		$	50,910

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

Investment Income

The composition of our investment income for the three months ended June 30, 2023 and 2022 was as follows (dollars in thousands):

	For the Three Months Ended
	June 30,
	2023		2022
Interest income	$	58,188	$	35,884
Dividend income		8,728		6,370
PIK income		6,877		2,420
Other income		1,922		7,690
Total investment income	$	75,715	$	52,364

Interest income from investments, which includes interest and accretion of discounts and fees, increased to $58.2 million for the three months ended June 30, 2023 from $35.9 million for the three months ended June 30, 2022, primarily due to the increase in portfolio size and rising interest rates. Our investment portfolio at amortized cost increased to $2,415.6 million as of June 30, 2023 compared to $2,319.7 million as of June 30, 2022. Dividend income increased to $8.7 million for the three months ended June 30, 2023 from $6.4 million for the three months ended June 30, 2022, primarily due to an increase in dividend income from our equity interests in ISLP, SLP, and 2018-1 Issuer. Other income decreased to approximately $1.9 million for the three months ended June 30, 2023 from $7.7 million for the three months ended June 30, 2022, primarily due to a decrease in commitment and syndication fees earned on certain investments. As of June 30, 2023, the weighted average yield of our investment portfolio increased to 12.8% from 8.4% as of June 30, 2022, at amortized cost.

The composition of our investment income for the six months ended June 30, 2023 and 2022 was as follows (dollars in thousands):

	For the Six Months Ended
	June 30,
	2023		2022
Interest income	$	115,050	$	73,917
Dividend income		17,121		9,971
PIK income		11,111		6,332
Other income		7,170		8,155
Total investment income	$	150,452	$	98,375

Interest income from investments, which includes interest and accretion of discounts and fees, increased to $115.1 million for the six months ended June 30, 2023 from $73.9 million for the six months ended June 30, 2022, primarily due to the increase in portfolio size and rising interest rates. Our investment portfolio at amortized cost increased to $2,415.6 million as of June 30, 2023 compared to $2,319.7 million as of June 30, 2022. Dividend income increased to $17.1 million for the six months ended June 30, 2023 from $10.0 million for the six months ended June 30, 2022, primarily due to an increase in dividend income from our equity interests in ISLP, SLP,

and 2018-1 Issuer. Other income decreased to approximately $7.2 million for the six months ended June 30, 2023 from $8.2 million for the six months ended June 30, 2022, primarily due to a decrease in commitment and syndication fees earned on certain investments.

Operating Expenses

The composition of our operating expenses for the three months ended June 30, 2023 and 2022 were as follows (dollars in thousands):

	For the Three Months Ended
	June 30,
	2023		2022
Interest and debt financing expenses	$	20,459	$	11,027
Base management fee		9,116		8,451
Incentive fee		4,008		4,069
Professional fees		451		446
Directors fees		179		179
Other general and administrative expenses		1,493		1,477
Total expenses, net of fee waivers	$	35,706	$	25,649

The composition of our operating expenses for the six months ended June 30, 2023 and 2022 were as follows (dollars in thousands):

	For the Six Months Ended
	June 30,
	2023		2022
Interest and debt financing expenses	$	40,009	$	21,670
Base management fee		18,026		16,820
Incentive fee		15,118		7,380
Professional fees		1,032		836
Directors fees		353		354
Other general and administrative expenses		3,152		2,897
Total expenses, net of fee waivers	$	77,690	$	49,957

Interest and Debt Financing Expenses

Interest and debt financing expenses on our borrowings totaled approximately $20.5 million and $11.0 million for the three months ended June 30, 2023 and 2022, respectively. Interest and debt financing expense for the three months ended June 30, 2023 as compared to June 30, 2022 increased primarily due to a rise in base rates of the variable rate debt and the increased usage of our Sumitomo Credit Facility. Interest and debt financing expenses on our borrowings totaled approximately $40.0 million and $21.7 million for the six months ended June 30, 2023 and 2022, respectively. Interest and debt financing expense for the six months ended June 30, 2023 as compared to June 30, 2022 increased primarily due to a increase in total principal debt outstanding, and a rise in base rates of the variable rate debt. The weighted average principal debt balance outstanding for the three months ended June 30, 2023 was $1,471.8 million compared to $1,220.9 million for the three months ended June 30, 2022. The weighted average principal debt balance outstanding for the six months ended June 30, 2023 was $1,477.2 million compared to $1,267.7 million for the six months ended June 30, 2022.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2023 and year ended December 31, 2022 were 5.1% and 3.5%, respectively.

Management Fee

Management fee (net of waivers) increased to $9.1 million for the three months ended June 30, 2023 from $8.5 million for the three months ended June 30, 2022. Management fee (gross of waivers) increased to $9.1 million for the three months ended June 30, 2023 from $8.5 million for the three months ended June 30, 2022, primarily due to an increase in total assets throughout the three months ended June 30, 2023 compared to the three months ended June 30, 2022. Management fee waived for the three months ended June 30, 2023 and 2022, were $0.0 million and $0.0 million, respectively.

Management fees (net of waivers) increased to $18.0 million for the six months ended June 30, 2023 from $16.8 million for the six months ended June 30, 2022. Management fees (gross of waivers) increased to $18.0 million for the six months ended June 30, 2023 compared to $16.8 million for the six months ended June 30, 2022. Management fees waived for the six months ended June 30, 2023 and 2022 were $0.0 million and $0.0 million, respectively.

Incentive Fee

Incentive fee (net of waivers) decreased to $4.0 million for the three months ended June 30, 2023 from $4.1 million for the three months ended June 30, 2022. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the three months ended June 30, 2023 and $0.0 million for the three months ended June 30, 2022. For the three months ended June 30, 2023 there were no incentive fees related to the GAAP Incentive Fee. Incentive fee (net of waivers) increased to $15.1 million for the six months ended June 30, 2023 from $7.4 million for the six months ended June 30, 2022. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the six months ended June 30, 2023 and $0.0 million for the six months ended June 30, 2022. For the six months ended June 30, 2023 there were no incentive fees related to the GAAP Incentive Fee.

Professional Fees and Other General and Administrative Expenses

Professional fees and other general and administrative expenses were $1.9 million for the three months ended June 30, 2023 compared to $1.9 million for the three months ended June 30, 2022.

Professional fees and other general and administrative expenses increased to $4.2 million for the six months ended June 30, 2023 from $3.7 million for the six months ended June 30, 2022, primarily due to an increase in costs associated with servicing our investment portfolio.

Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the three months ended June 30, 2023 and 2022 (dollars in thousands):

	For the Three Months Ended
	June 30,
	2023			2022
Net realized gain on investments	$	1,141		$	1,120
Net realized loss on investments		(1,370	)		(3,696	)
Net realized gain on foreign currency transactions		—			3,166
Net realized loss on foreign currency transactions		(321	)		—
Net realized gain on forward currency exchange contracts		—			2,018
Net realized gains (losses)	$	(550	)	$	2,608
Change in unrealized appreciation on investments	$	23,545		$	22,376
Change in unrealized depreciation on investments		(31,387	)		(40,543	)
Net change in unrealized appreciation on investments		(7,842	)		(18,167	)
Unrealized appreciation on foreign currency translation		127			(2,051	)
Unrealized appreciation on forward currency exchange contracts		(1,476	)		8,124
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts		(1,349	)		6,073
Net change in unrealized appreciation	$	(9,191	)	$	(12,094	)

For the three months ended June 30, 2023 and 2022, we had net realized losses on investments of ($0.2) million and ($2.6) million, respectively. For the three months ended June 30, 2023 and 2022, we had net realized gains (losses) on foreign currency transactions of ($0.3) million and $3.2 million, respectively. For the three months ended June 30, 2023 and 2022, we had net realized gains on forward currency contracts of $0.0 million and $2.0 million, respectively.

For the three months ended June 30, 2023, we had $23.5 million in unrealized appreciation on 58 portfolio company investments, which was offset by $31.4 million in unrealized depreciation on 83 portfolio company investments. Unrealized appreciation for the three months ended June 30, 2023 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation for the three months ended June 30, 2023 resulted from a decrease in fair value, primarily due to negative valuation adjustments and widening of credit spread.

For the three months ended June 30, 2022, we had $22.4 million in unrealized appreciation on 22 portfolio company investments, which was offset by $40.5 million in unrealized depreciation on 103 portfolio company investments. Unrealized depreciation for the three months ended June 30, 2022 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments. Unrealized appreciation was primarily due to positive valuation adjustments.

For the three months ended June 30, 2023 and 2022, we had unrealized appreciation on forward currency exchange contracts of ($1.5) million and $8.1 million, respectively. For the three months ended June 30, 2023, unrealized depreciation on forward currency exchange contracts was due to EUR, AUD, GBP, CAD and NOK forward contracts.

The following table summarizes our net realized and unrealized gains (losses) for the six months ended June 30, 2023 and 2022 (dollars in thousands):

	For the Six Months Ended
	June 30,
	2023			2022
Net realized gain on investments	$	2,043		$	4,723
Net realized loss on investments		(12,923	)		(5,882	)
Net realized gain on foreign currency transactions		—			3,166
Net realized loss on foreign currency transactions		(4,534	)		(488	)
Net realized gain on forward currency exchange contracts		119			3,301
Net realized loss on forward currency exchange contracts		(2,504	)		(40	)
Net realized gains (losses)	$	(17,799	)	$	4,780
Change in unrealized appreciation on investments	$	47,317		$	40,777
Change in unrealized depreciation on investments		(44,711	)		(51,135	)
Net change in unrealized appreciation on investments		2,606			(10,358	)
Unrealized appreciation on foreign currency translation		3,894			(1,705	)
Unrealized appreciation on forward currency exchange contracts		(1,315	)		9,775
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts		2,579			8,070
Net change in unrealized appreciation	$	5,185		$	(2,288	)

For the six months ended June 30, 2023 and 2022, we had net realized losses on investments of ($10.9) million and ($1.2) million, respectively. For the six months ended June 30, 2023 and 2022, we had net realized gains (losses) on foreign currency transactions of ($4.5) million and $2.7 million, respectively. For the six months ended June 30, 2023 and 2022, we had net realized gains (losses) on forward currency contracts of ($2.4) million and $3.3 million, respectively, primarily as a result of settling EUR and GBP forward contracts.

For the six months ended June 30, 2023, we had $47.3 million in unrealized appreciation on 77 portfolio company investments, which was offset by ($44.7) million in unrealized depreciation on 68 portfolio company investments. Unrealized appreciation for the six months ended June 30, 2023 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation for the six months ended June 30, 2023 resulted from a decrease in fair value, primarily due to negative valuation adjustments and widening of credit spread.

For the six months ended June 30, 2022, we had $40.8 million in unrealized appreciation on 31 portfolio company investments, which was offset by ($51.1) million in unrealized depreciation on 96 portfolio company investments. Unrealized depreciation for the six months ended June 30, 2022 resulted from an decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments. Unrealized appreciation was primarily due to positive valuation adjustments.

For the six months ended June 30, 2023 and 2022, we had unrealized appreciation on forward currency exchange contracts of ($1.3) million and $9.8 million, respectively. For the six months ended June 30, 2023, unrealized depreciation on forward currency exchange contracts was due to EUR, AUD, GBP, CAD and NOK forward contracts.

The following table summarizes the impact of foreign currency for the three months ended June 30, 2023 and 2022, (dollars in thousands):

	For the Three Months Ended
	June 30,
	2023			2022
Net change in unrealized appreciation on investments due to foreign currency	$	2,252		$	(7,731	)
Net realized gain (loss) on investments due to foreign currency		554			(2,393	)
Net change in unrealized appreciation on foreign currency translation		127			(2,053	)
Net realized gain (loss) on foreign currency transactions		(321	)		3,166
Net change in unrealized appreciation on forward currency exchange contracts		(1,476	)		8,124
Net realized gain on forward currency exchange contracts		—			2,018
Foreign currency impact to net increase in net assets resulting from operations	$	1,136		$	1,131

Included in total net losses on the consolidated statements of operations is gains (losses) of $2.6 million and ($9.0) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2023 and 2022, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of ($1.5) million and $10.1 million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $1.1 million and $1.1 million for the three months ended June 30, 2023 and 2022, respectively.

The following table summarizes the impact of foreign currency for the six months ended June 30, 2023 and 2022, (dollars in thousands):

	For the Six Months Ended
	June 30,
	2023			2022
Net change in unrealized appreciation on investments due to foreign currency	$	4,416		$	(10,607	)
Net realized gain (loss) on investments due to foreign currency		895			(2,546	)
Net change in unrealized appreciation on foreign currency translation		3,894			(1,707	)
Net realized gain (loss) on foreign currency transactions		(4,534	)		2,678
Net change in unrealized appreciation on forward currency exchange contracts		(1,315	)		9,775
Net realized gain (loss) on forward currency exchange contracts		(2,385	)		3,261
Foreign currency impact to net increase in net assets resulting from operations	$	971		$	854

Included in total net losses on the consolidated statements of operations is gains (losses) of $4.7 million and ($12.2) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2023 and 2022, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of ($3.7) million and $13.0 million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $1.0 million and $0.9 million for the six months ended June 30, 2023 and 2022, respectively.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended June 30, 2023 and 2022, the net increase in net assets resulting from operations was $29.2 million million and $17.2 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended June 30, 2023 and 2022, our per share net increase in net assets resulting from operations was $0.45 and $0.27, respectively.

For the six months ended June 30, 2023 and 2022, the net increase in net assets resulting from operations was $58.5 million and $50.9 million, respectively. Based on the weighted average shares of common stock outstanding for the six months ended June 30, 2023 and 2022, our per share net increase in net assets resulting from operations was $0.91 and $0.79, respectively.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities, 2019‑1 Debt, March 2026 Notes, October 2026 Notes, the Sumitomo Credit Facility and cash flows from operations. The

primary uses of our cash are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) the cost of operations (including payments to the Advisor under the Investment Advisory and Administration Agreements); (3) debt service, repayment, and other financing costs; and, (4) cash distributions to the holders of our common shares.

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of June 30, 2023 and December 31, 2022, our asset coverage ratio was 175.1% and 180.0%, respectively.

At June 30, 2023 and December 31, 2022, we had $128.6 million and $125.7 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

At June 30, 2023, we had approximately $104.3 million of availability on our Sumitomo Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2022, we had approximately $222.0 million of availability on our Sumitomo Credit Facility and $50.0 million of availability on our Revolving Advisor Loan, subject to existing terms and regulatory requirements.

For the six months ended June 30, 2023, cash, foreign cash, restricted cash, and cash equivalents increased by $2.9 million. During the six months ended June 30, 2023, we used $51.7 million in cash for operating activities. The increase in cash used for operating activities was primarily related to the purchases of investments of $539.6 million, which was offset by proceeds from principal payments and sales of investments of $435.5 million and a net increase in assets resulting from operations of $58.5 million.

During the six months ended June 30, 2023, we provided $55.2 million for financing activities, primarily due to borrowings and repayments on our Sumitomo Credit Facility and paying our quarterly dividend to shareholders.

For the six months ended June 30, 2022, cash, foreign cash, restricted cash, and cash equivalents decreased by $133.5 million. During the six months ended June 30, 2022, we used $280.2 million in cash for operating activities. The decrease in cash used for operating activities was primarily related to the purchases of investments of $761.8 million, which was offset by proceeds from principal payments and sales of investments of $434.2 million and a net increase in assets resulting from operations of $50.9 million.

During the six months ended June 30, 2022, we provided $146.7 million for financing activities, primarily due to borrowings and repayments on our Sumitomo Credit Facility.

Equity

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

During the six months ended June 30, 2023, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan. During the six months ended June 30, 2022, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan.

On May 7, 2019, the Company’s Board of Directors authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act of 1934. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of June 30, 2023, there have been no repurchases of common stock.

On May 4, 2020, the Company’s Board of Directors approved a transferable subscription rights offering to our stockholders of record as of May 13, 2020. The rights entitled record stockholders to subscribe for up to an aggregate of 12,912,453 shares of our common stock. Record stockholders received one right for each share of common stock owned on the record date. The rights entitled the holders to purchase one new share of common stock for every four rights held, and record stockholders who fully exercised their

rights were entitled to subscribe, subject to certain limitations and allotment rules, for additional shares that remain unsubscribed as a result of any unexercised rights. The rights were transferable and listed on the New York Stock Exchange under the symbol “BCSF RT”. The rights offering expired June 5, 2020. Based on the terms of the offering and the market price of the stock during the applicable period, holders of rights participating in the offering were entitled to purchase one new share of common stock for every four rights held at a subscription price of $10.2163 per share. On June 16, 2020, the Company closed its transferrable rights offering and issued 12,912,453 shares. The offering generated net proceeds, before expenses, of $129.6 million, including the underwriting discount and commissions of $2.3 million.

Debt

The Company’s outstanding borrowings as of June 30, 2023 and December 31, 2022 were as follows:

	As of June 30, 2023						As of December 31, 2022
2019-1 Debt		352,500		352,500		351,163		352,500		352,500		351,099
Revolving Advisor Loan		—		—		—		50,000		—		—
March 2026 Notes		300,000		300,000		296,952		300,000		300,000		296,392
October 2026 Notes		300,000		300,000		295,492		300,000		300,000		294,812
Sumitomo Credit Facility (2)		665,000		546,000		546,000		665,000		443,000		443,000
Total Debt		1,617,500		1,498,500		1,489,607		1,667,500		1,395,500		1,385,303

All values are in US Dollars.

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

(2) On January 26, 2022, Gale Aviation (Offshore) Co investment, a controlled affiliate investment of the Company, entered into a letter of credit agreement with Sumitomo Mitsui Banking Corporation for $14.7 million. As of June 30, 2023, $14.7 million is outstanding on the letter of credit and the amount has been drawn against the total aggregate principal amount committed of the Sumitomo Credit Facility.

Distribution Policy

The Company’s distributions are recorded on the record date. The following tables summarizes distributions declared during the six months ended June 30, 2023 (dollars in thousands, except per share):

			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
February 28, 2023	March 31, 2023	April 28, 2023	$	0.38	$	24,534
May 9, 2023	June 30, 2023	July 31, 2023	$	0.38	$	24,534
Total distributions declared			$	0.76	$	49,068

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2022 (dollars in thousands, except per share data):

			Amount Per		Total
Date Declared	Record Date	Payment Date	Share		Distributions
February 23, 2022	March 31, 2022	April 29, 2022	$	0.34	$	21,951
May 5, 2022	June 30, 2022	July 29, 2022	$	0.34	$	21,951
Total distributions declared			$	0.68	$	43,902

Distributions to common stockholders are recorded on the record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions to our stockholders will be declared out of assets legally available for distribution.

We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a regulated investment company (a “RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net

short-term capital gains in excess of our net long-term capital losses. In addition, we generally will be required to pay an excise tax equal to 4% on certain undistributed taxable income unless we distribute in a timely manner an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax. The taxable income on which we pay excise tax is generally distributed to our stockholders in the next tax year. Depending on the level of taxable income earned in a tax year, we may choose to carry forward such taxable income for distribution in the following year, and pay any applicable excise tax. For the three months ended June 30, 2023 and 2022 we recorded an expense of $0.8 million and $0.0 million, respectively for U.S. federal excise tax. For the six months ended June 30, 2023 and 2022 we recorded an expense of $1.3 million and $0.0 million, respectively for U.S. federal excise tax.

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

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

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

Commitments and Off-Balance Sheet Arrangements

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

Significant Accounting Estimates and Critical Accounting Policies

Basis of Presentation

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s unaudited consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Articles 1, 6, 10 and 12 of Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. We have determined we meet the definition of an investment company and follow the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). Our financial currency is U.S. dollars and these consolidated financial statements have been prepared in that currency.

Use of Estimates

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

Revenue Recognition

We record our investment transactions on a trade date basis. We record realized gains and losses based on the specific identification method. We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. We record any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts received upon prepayment of a loan or debt security as interest income.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for such distributions in the case of private portfolio companies, and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.

Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. We record PIK as interest or dividend income, as applicable. If at any point we believe PIK may not be realized, we place the investment generating PIK on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, as applicable.

Certain structuring fees and amendment fees are recorded as other income when earned. We record administrative agent fees received as other income when the services are rendered.

Valuation of Portfolio Investments

The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Board. The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.

Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board designates the Advisor as Valuation Designee to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value.

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

With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:

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

• Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor;

• Generally investments that constitute a material portion of the Company’s portfolio are periodically reviewed by an independent valuation firm; and

• The Board and Audit Committee provide oversight with respect to the valuation process, including requesting such materials as they deem appropriate.

In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.

Contractual Obligations

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

On November 28, 2018, our Board, including a majority of our Independent Directors, approved the Amended Advisory Agreement. On February 1, 2019 the Company’s stockholders approved the Amended Advisory Agreement. Pursuant to this Agreement, effective February 1, 2019, the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio of 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%. The Amended Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.

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

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

The following table shows the contractual maturities of our debt obligations as of June 30, 2023 (dollars in thousands):

	Payments Due by Period
			Less than						More than
									5 years
2019-1 Debt		352,500		—		—		—	$	352,500
March 2026 Notes		300,000		—		300,000		—		—
October 2026 Notes		300,000		—		—		300,000		—
Sumitomo Credit Facility		546,000		—		—		546,000		—
Total Debt Obligations		1,498,500		—		300,000		846,000	$	352,500

All values are in US Dollars.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Assuming that the statement of financial condition as of June 30, 2023 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (dollars in thousands):

							Net Increase
	Increase			Increase			(Decrease) in Net
	(Decrease) in			(Decrease) in			Investment
Change in Interest Rates	Interest Income			Interest Expense			Income
Down 100 basis points	$	(19,036	)	$	(8,985	)	$	(10,051	)
Down 200 basis points		(38,072	)		(17,970	)		(20,102	)
Down 300 basis points		(56,899	)		(26,955	)		(29,944	)
Up 100 basis points		19,036			8,985			10,051
Up 200 basis points		38,072			17,970			20,102
Up 300 basis points		57,107			26,955			30,152

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2023 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a‑15 and 15d‑15(e) under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors described below and discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results. The risks described below and in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.

The financial markets recently have encountered volatility associated with concerns about the banking industry, especially small and regional banks who may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted, including suffering bank failures, and others may be materially and adversely impacted. Our business is dependent on bank relationships and we are proactively monitoring the financial health of such bank relationships. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.

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

None.

Item 3. Default Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits, Financial Statement Schedules

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three months ended June 30, 2023 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).

Exhibit<br>Number	Description of Document
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
3.2	Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
4.1	Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
10.1	Second Amended and Restated Investment Advisory Agreement, dated November 28, 2018, by and between the Company and the Advisor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (File No. 814‑01175), filed on February 1, 2019).
10.2	Administration Agreement, dated October 6, 2016, by and between the Company and the Administrator (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
10.3	Form of Advisory Fee Waiver Agreement by and between the Company and the Advisor (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
10.4	Form of Custodian Agreement by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
10.5	Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.6	Portfolio Management Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.7	Loan Sale Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.8	Collateral Administration Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.9	Master Participation Agreement, dated as of September 28, 2018, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2018‑1, LLC, as issuer (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.10	Amended and Restated Indenture, dated as of November 30, 2021, between BCC Middle Market CLO 2019-1, LLC, as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 5, 2022).
Exhibit<br>Number	Description of Document
---	---
10.11	First Supplemental Indenture, dated as of August 2, 2022, between BCC Middle Market CLO 2019-1, LTD. (f/k/a BCC Middle Market CLO 2019-1, LLC), as Issuer, and Bain Capital Specialty Finance, in its capacity as Portfolio Manager under the Agreement on behalf of the Issuer, and together with its successors in such capacity, the “Portfolio Manager”. (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
10.12	Amended and Restated Portfolio Management Agreement, dated as of November 30, 2021, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager. (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 5, 2022).
10.13	First Amendment to Amended and Restated Portfolio Management Agreement, dated as of August 2, 2022, between BCC Middle Market CLO 2019-1, LTD. (f/k/a BCC Middle Market CLO 2019-1, LLC), as Issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as Co-Issuer, and Wells Fargo Bank, National Association, as Trustee. (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
10.14	Loan Sale Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
10.15	Collateral Administration Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019‑1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
10.16	Master Participation Agreement, dated as of August 28, 2019, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2019‑1, LLC, as issuer (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
10.17	Master Participation Agreement, dated as of August 28, 2019, by and between BCSF II-C, LLC, as financing subsidiary, and BCC Middle Market CLO 2019‑1, LLC, as issuer (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
10.18	Revolving Loan Agreement, dated March 27, 2020, by and between the Company, as Borrower, and BCSF Advisors, LP, as Lender (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on May 4, 2020).
10.19	Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp and Solutio Premium Private Debt II Master SCSp (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 24, 2021).
10.20	Underwriting Agreement, dated March 3, 2021, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP and Goldman Sachs & Co. LLC, as the representative of the underwriters (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 5, 2021).
10.21	Indenture, dated as of March 10, 2021, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
Exhibit<br>Number	Description of Document
---	---
10.22	First Supplemental Indenture, dated as of March 10, 2021, relating to the 2.950% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
10.23	Form of 2.950% Notes due 2026 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
10.24	Underwriting Agreement, dated October 5, 2021, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP, and Goldman Sachs & Co. LLC and SMBC Nikko Securities America Inc., as the representative of the underwriters (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 6, 2021).
10.25	Second Supplemental Indenture, dated as of October 13, 2021, relating to the 2.550% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 13, 2021).
10.26	Form of 2.550% Notes due 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 13, 2021).
10.27	Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 23, 2022).
10.28	First Amendment dated as of July 6, 2022 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 9, 2022).
10.29	Increasing Lender/Joinder Lender Agreement, dated as of December 14, 2022, between the Company, the Lenders and Issuing Banks from time to time party thereto and Sumitomo Mitsui Banking Corporation, as Administrative Agent (in such capacity, the “Administrative Agent”); and (b) the Notice of Commitment Increase Request, dated as of December 14, 2022, provided by the Company to the Administrative Agent (the “Notice”). (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
10.30	Increasing Lender/Joinder Lender Agreement dated as of July 22, 2022, pursuant to Section 2.08(e) of the Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (Incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10 Q (File No. 814 01175), filed on August 3, 2022).
10.31	Second Amendment dated as of August 24, 2022 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 9, 2022).
10.32	Amended and Restated Limited Liability Company Agreement, dated December 27, 2021, of Bain Capital Senior Loan Program, LLC. (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 23, 2022).
Exhibit<br>Number	Description of Document
---	---
10.33*	First Supplemental Indenture dated as of June 15, 2023 among BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee.
10.34*	Second Supplemental Indenture dated as of June 15, 2023 among BCC Middle Market CLO 2019-1, Ltd., as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer, and Wells Fargo Bank, National Association, as trustee.
23.1	Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
24.1*	Powers of Attorney
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a‑14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a‑14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Defition Linkbase Document
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101.PRE*	Inline XBRL Taxonomy Presentation Label Linkbase Document
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* Filed herewith.

SIGNATURES

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

	Bain Capital Specialty Finance, Inc.
Date: August 8, 2023	By:	/s/ Michael A. Ewald
	Name:	Michael A. Ewald
	Title:	Chief Executive Officer
Date: August 8, 2023	By:	/s/ Sally F. Dornaus
---	---	---
	Name:	Sally F. Dornaus
	Title:	Chief Financial Officer

EX-10.33

Exhibit 10.33

Execution Version

FIRST SUPPLEMENTAL INDENTURE

dated as of June 15, 2023

among

BCC MIDDLE MARKET CLO 2018-1, LLC as Issuer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee

to

the Indenture, dated as of September 28, 2018, between the Issuer and the Trustee

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 15, 2023, between BCC Middle Market CLO 2018-1, LLC, a limited liability company formed under the laws of the State of Delaware (the “Issuer) and Wells Fargo Bank, National Association, a national banking association with trust powers organized under the laws of the United States, as trustee (in such capacity, the “Trustee”), hereby amends the Indenture, dated as of September 28, 2018 (the “Indenture”), between the Issuer and the Trustee. Capitalized terms used in this Supplemental Indenture that are not otherwise defined herein have the meanings assigned thereto in the Indenture.

W I T N E S S E T H

WHEREAS, if at any time while any Notes are Outstanding, (i) a material disruption to Libor occurs, (ii) a change in the methodology of calculating the Libor occurs, (iii) Libor ceases to exist or be reported, or (iv) greater than 50% of the par amount of (A) quarterly pay floating rate Collateral Obligations or (B) floating rate notes issued in the preceding three months in new issue CLO transactions rely on reference rates other than Libor, the Portfolio Manager may select, with notice to the Trustee, the Calculation Agent and the Collateral Administrator, an Alternative Rate to replace Libor;

WHEREAS, the Portfolio Manager expects a material disruption to Libor or a change in the methodology of calculating Libor to occur on or after June 30, 2023 and the Portfolio Manager expects the Alternative Rate to be the sum of Term SOFR and the applicable spread adjustment commencing as of the Interest Determination Date relating to the Interest Accrual Period commencing in July 2023;

WHEREAS, the Alternative Reference Rates Committee has recognized Term SOFR as a replacement reference rate for Libor and has recommended that the spread adjustment for three-month Term SOFR is 0.26161%;

WHEREAS, pursuant to Section 8.1(xxxi) of the Indenture, without the consent of the Holders of any Notes or any Hedge Counterparty, the Issuer, when authorized by Resolutions, and with the prior written consent of the Portfolio Manager and the Retention Holder, at any time and from time to time subject to the requirements provided in Section 8.1 of the Indenture, may make any necessary or advisable changes to this Indenture in connection with the adoption of an Alternative Rate duly adopted in accordance with the definition of “LIBOR”;

WHEREAS, the Issuer has determined that the conditions set forth in Article VIII of the Indenture for entry into this Supplemental Indenture have been satisfied as of the date hereof;

WHEREAS, pursuant to Section 8.1 of the Indenture, the Trustee has delivered a copy of this Supplemental Indenture to the Portfolio Manager, the Collateral Administrator, each Hedge Counterparty, and the holders of the Notes and each Rating Agency not later than ten Business Days prior to the execution hereof; and

WHEREAS, the parties hereto intend for the amendments set forth herein to take effect on June 30, 2023 or on such earlier date that the Portfolio Manager notifies the Trustee (which may be via email) (the “Amendment Effective Date”);

NOW, THEREFORE, based upon the above recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

SECTION 1. Amendments. The Indenture and the Exhibits thereto are hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Indenture and the Exhibits thereto attached as Exhibit A hereto, effective as of the Amendment Effective Date. For the avoidance of doubt, the Floating Rate Notes will continue to accrue interest using LIBOR for the remainder of the Interest Accrual Period following the Amendment Effective Date.

SECTION 2. Effect of Supplemental Indenture.

(a) Upon execution of this Supplemental Indenture, the Indenture shall be, and be deemed to be, modified and amended, effective as of the Amendment Effective Date, in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the Issuer shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Supplemental Indenture shall be deemed to be part of the terms and conditions of the Indenture for any and all purposes. Except as modified and expressly amended by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

(b) Except as expressly modified herein, the Indenture shall continue in full force and effect in accordance with its terms. All references in the Indenture to the Indenture or to “this Indenture” shall apply mutatis mutandis to the Indenture as modified by this Supplemental Indenture. The Trustee shall be entitled to all rights, protections, immunities and indemnities set forth in the Indenture as fully as if set forth in this Supplemental Indenture.

SECTION 3. Binding Effect.

The provisions of this Supplemental Indenture shall be binding upon and inure to the benefit of the Issuer, the Trustee, the Portfolio Manager, the Collateral Administrator, the Holders and each of their respective successors and assigns.

SECTION 4. Acceptance by the Trustee.

The Trustee accepts the amendments to the Indenture as set forth in this Supplemental Indenture and agrees to perform the duties of the Trustee upon the terms and

-2-

conditions set forth herein and in the Indenture, subject to its protections, immunities and indemnitees set forth therein and herein. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Issuer and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto.

SECTION 5. Execution, Delivery and Validity.

The Issuer represents and warrants to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by the Issuer and constitutes its legal, valid and binding obligation, enforceable against the Issuer in accordance with its terms. If the Portfolio ‎Manager provides written notice to the Trustee (which may be via email) that the Amendment ‎Effective Date has occurred prior ‎to June 30, 2023, the Trustee shall forward such notice to the Holders by posting it to its ‎Website.

SECTION 6. GOVERNING LAW.

THIS SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Counterparts.

This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. This Supplemental Indenture (and each related document, modification and waiver in respect of this Supplemental Indenture) may be executed and delivered in counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg file or any electronic signature complying with the U.S. federal ESIGN Act of 2000, including Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Issuer and reasonably available at no undue burden or expense to the Trustee), each of which shall be deemed an original, and all of which together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Supplemental Indenture by facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture and shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person. The Trustee shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.

SECTION 8. Limited Recourse; Non-Petition.

Notwithstanding any other provision of this Supplemental Indenture, Sections 2.8(i) and 5.4(d) of the Indenture are incorporated herein by reference thereto, mutatis mutandis.

-3-

SECTION 9. Direction.

By their signatures hereto, the Issuer hereby directs the Trustee to execute this Supplemental Indenture and acknowledge and agree that the Trustee shall be fully protected in relying upon the foregoing consent and direction and hereby release the Trustee and its respective officers, directors, agents, employees and shareholders, as applicable, from any liability for complying with such direction.

SECTION 10. Portfolio Manager Notice.

The Portfolio Manager, by its execution of this Supplemental Indenture, hereby notifies the Issuer, Collateral Administrator, the Calculation Agent, the Trustee and the Holders that expects a material disruption to Libor or a change in the methodology of calculating Libor to occur on June 30, 2023 (unless otherwise notified by the Portfolio Manager prior to such date) and that the Alternative Rate will be Term SOFR plus 0.26161%, and in doing so the Portfolio Manager hereby states that the notice required by the definition of “LIBOR” has been provided.

-4-

IN WITNESS WHEREOF, we have set our hands as of the day and year first written above.

Executed by:

	BCC MIDDLE MARKET CLO 2018-1, LLC, as Issuer
By:	Bain Capital Specialty Finance, Inc., its Portfolio Manager
By:	BCSF Advisors, LP., its Advisor
By:	/s/ Sally Fassler Dornaus
Name:<br><br>Title:	Sally Fassler Dornaus<br><br>Partner/CFO-Bain Capital Credit, LP
	Wells Fargo Bank, National Association, as Trustee
---	---
By:	Computershare Trust Company, N.A., as its attorney-in-fact
By:	/s/ Thomas J Gateau
Name:<br><br>Title:	Thomas J. Gateau<br><br>Vice President

EXECUTION VERSION

CONFORMED THROUGH FIRST SUPPLEMENTAL INDENTURE

CONSENTED TO BY:

BAIN CAPITAL SPECIALTY FINANCE, INC., as Portfolio Manager
By: BCSF Advisors, LP., its Advisor
By: /s/ Sally Fassler Dornaus
Name: Sally Fassler Dornaus
Title: Partner/CFO-Bain Capital Credit, LP

EXECUTION VERSION

CONFORMED THROUGH FIRST SUPPLEMENTAL INDENTURE

CONSENTED TO BY:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Administrator and Calculation Agent
By: Computershare Trust Company, N.A., as its attorney-in-fact
By: /s/ Thomas J. Gateau
Name: Thomas J. Gateau
Title: Vice President

EXECUTION VERSION

CONFORMED THROUGH FIRST SUPPLEMENTAL INDENTURE

Exhibit A

[Attached]

EXECUTION VERSION

CONFORMED THROUGH FIRST SUPPLEMENTAL INDENTURE

BCC MIDDLE MARKET CLO 2018-1, LLC Issuer

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee

INDENTURE

Dated as of September 28, 2018

Notes

Class Designation	Class A-1A<br><br>Notes	Class A-1B<br><br>Notes	Class A-2<br><br>Notes	Class B<br><br>Notes	Class C<br><br>Notes
Type	Senior Secured Floating Rate	Senior Secured Floating Rate	Senior Secured Floating Rate	Secured Deferrable Floating Rate	Mezzanine Secured Deferrable Floating Rate
Initial Principal Amount /Face Amount (U.S.$)	U.S. $205,900,000	U.S. $45,000,000	U.S.$55,100,000	U.S.$29,300,000	U.S.$30,400,000
S&P <br>Initial Rating	“AAA (sf)”	“AAA (sf)”	“AA (sf)”	“A (sf)”	“BBB- (sf)”
Fitch Initial Rating	“AAAsf”	“AAAsf”	N/A	N/A	N/A
Interest Rate*	LIBORReference Rate** + 1.55%	LIBORReference Rate** + ***1.80%	LIBORReference Rate** + 2.15%	LIBORReference Rate** + 3.00%	LIBORReference Rate** + 4.00%
Stated Maturity	Distribution Date in October 2030	Distribution Date in October 2030	Distribution Date in October 2030	Distribution Date in October 2030	Distribution Date in October 2030
Minimum Denominations**** (U.S.$) (Integral Multiples)	U.S.$250,000<br>(U.S.$1.00)	U.S.$250,000<br>(U.S.$1.00)	U.S.$250,000<br>(U.S.$1.00)	U.S.$250,000<br>(U.S.$1.00)	U.S.$250,000<br>(U.S.$1.00)
Ranking of the Notes:
Pari Passu Class(es)	A-1B	A-1A	None	None	None
Priority Class(es)	None	None	A-1A, A-1B	A-1A, A-1B, A-2	A-1A, A-1B, A-2, B
Junior Class(es)	A-2, B, C, Interests	A-2, B, C, Interests	B, C, Interests	C, Interests	Interests
Deferred Interest Notes	No	No	No	Yes	Yes
Re-Pricing Eligible Notes	No	No	No	Yes	Yes
Form	Book‑Entry (Physical for AIs)	Book‑Entry (Physical for AIs)	Book‑Entry (Physical for AIs)	Book‑Entry (Physical for AIs)	Book‑Entry (Physical for AIs)
Non-U.S. Holders Permitted	Yes	Yes	Yes	Yes	Yes

________

* The spread over LIBORthe Reference Rate applicable to any Class of Re-Pricing Eligible Notes may be reduced in connection with a Re‑Pricing of such Class of Re-Pricing Eligible Notes, subject to the conditions set forth in Section 9.8.

** Reference Rate will be Term SOFR plus 0.26161%. Term SOFR is calculated as set forth in the definition thereof.

** LIBOR is calculated as set forth in Exhibit C hereto. LIBOR for the first Interest Accrual Period will be set on two different Notional Determination Dates and, therefore, two different rates may apply during that period.

*** The Class A-1B Notes shall accrue interest at an interest rate equal to (i) during the period from the Closing Date to but excluding the Distribution Date in October 2020, LIBOR + 1.50% and (ii) thereafter, LIBOR + 1.80%.

**** An exception to the minimum denominations may be granted by the Issuer in accordance with Article VIII hereof.

The Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the “Authorized Denominations”); provided that an exception to the minimum denominations may be granted by the Issuer solely to allow for compliance with applicable Risk Retention Regulations.

Section 2.4 Additional Notes. (a) At any time during the Reinvestment Period or, solely in the case of a Risk Retention Issuance, during and after the Reinvestment Period, subject to (x) the written approval of the Portfolio Manager, the Retention Holder and the Issuer and (y) solely in the case of an additional issuance of any Class A-1 Notes (other than any such additional issuance that is a Risk Retention Issuance or that is being made contemporaneously with a Refinancing or Partial Redemption by Refinancing of the Class A-1A Notes or the Class A-1B Notes, as applicable), a Majority of the Class A-1 Notes, the Issuer may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue and sell Additional Notes (including a Risk Retention Issuance) of (i) each Class and/or (ii) with notice to S&P, additional secured or unsecured notes of one or more new classes that are junior in right of payment to the Notes (such Additional Notes, “Junior Mezzanine Notes”) up to, in the case of an additional issuance of a Class of Notes (other than a Risk Retention Issuance), an aggregate maximum amount of Additional Notes equal to 100% of the original principal amount of each such Class of Notes; provided that (i) the Issuer shall comply with the requirements of Sections 2.6, 3.2, 7.9 and 8.1, (ii) solely with respect to an additional issuance of such Notes, the Issuer provides notice of such issuance to each

Rating Agency then rating a Class of Notes, (iii) solely with respect to an additional issuance of Notes (other than a Risk Retention Issuance), immediately after giving effect to such issuance and the application of the net proceeds thereof, each Overcollateralization Ratio Test is maintained or improved, (iv) the issuance of such Notes shall be proportional across all Classes of Notes that are rated by a Rating Agency (including additional Notes of any Class of Notes issued on the Closing Date); provided, that a larger proportion of Junior Mezzanine Notes may be issued, (v) the proceeds of any Additional Notes (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds, used to purchase additional Collateral Obligations or, solely with the proceeds of an issuance of additional Junior Mezzanine Notes, applied as otherwise permitted under this Indenture (including being designated as Interest Proceeds); provided that the Issuer has consented to treating as Principal Proceeds any proceeds of an additional issuance in excess of the Reinvestment Target Par Balance, (vi) for any issuance other than a Risk Retention Issuance, Tax Advice shall be delivered to the Trustee to the effect that (A) such additional issuance shall not result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income or to any withholding tax liability under Section 1446 of the Code and (B) any additional Class A-1 Notes, Class A-2 Notes, Class B Notes or Class C Notes will be treated as debt for U.S. federal income tax purposes; provided, however, that the Tax Advice described in clause (vi)(B) will not be required with respect to any additional Notes that bear a different CUSIP number (or equivalent identifier) from the Notes of the same Class that are Outstanding at the time of the additional issuance, (vii) the Additional Notes will be issued in a manner that allows the Issuer to accurately provide the tax information that this Indenture requires the Issuer to provide to Holders and beneficial owners of Notes, (viii) the terms and conditions of the Additional Notes of each Class issued pursuant to this Section 2.4 shall be identical to those of the initial Notes of that Class (except that any interest due on the Additional Notes shall accrue from the issue date of such Additional Notes and the interest rate and price of such Additional Notes do not have to be identical to those of the initial Notes of that Class; provided, that the spread above LIBORthe Reference Rate on such notes may not exceed the spread above LIBORthe Reference Rate applicable to the initial Notes of that Class), (ix) in the case of any issuance of Junior Mezzanine Notes, either (A) Tax Advice is delivered to the Trustee to the effect that such Junior Mezzanine Notes will be treated as debt for U.S. federal income tax purposes, or (B) (1) unless otherwise specified in a signed investor representation letter in connection with the date such Junior Mezzanine Notes are issued, each purchaser or transferee of any such note or any beneficial interest therein shall be deemed to represent that it is not a Benefit Plan Investor or a Controlling Person, that for so long as it holds such notes, it will not be a Benefit Plan Investor or a Controlling Person and, if it is subject to Similar Law, its acquisition and holding of such notes will not cause the Issuer to be subject to any Similar Law, (2) any such Junior Mezzanine Notes sold to Persons that have represented (or deemed to have represented) that they are Benefit Plan Investors or Controlling Persons shall be issued in the form of Certificated Notes and (3) no transfer of an interest in any such Junior Mezzanine Note to a proposed transferee that has It acknowledges and agrees that the failure to provide the Issuer and the Trustee (and any of their agents) with the properly completed and signed tax certifications (generally, in the case of U.S. federal income tax, an IRS Form W-9 (or applicable successor form) in the case of a person that is a U.S. Tax Person or the appropriate IRS Form W-8 (or applicable successor form) in the case of a person that is not a U.S. Tax Person) may result in withholding from payments in respect of the Note, including U.S. federal withholding or back-up withholding.

Section 7.12. No Other Business. From and after the Closing Date, the Issuer shall not engage in any business or activity other than issuing and selling the Notes and any Additional Notes pursuant to this Indenture and acquiring, owning, holding, selling, lending, exchanging, redeeming, pledging, contracting for the management of and otherwise dealing with Collateral Obligations and the other Assets in connection therewith, and entering into Hedge Agreements, the Collateral Administration Agreement, the Securities Account Control Agreement, the Portfolio Management Agreement and other agreements specifically contemplated by this Indenture, and such other activities which are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith or ancillary thereto. The Issuer may amend, or permit the amendment of, the provisions of the Issuer Limited Liability Company Agreement which related to its bankruptcy remote nature or separateness covenants only if such amendment would satisfy the Global Rating Agency Condition.

Section 7.13. Annual Rating Review. So long as any of the Notes of any Class remain Outstanding, on or before September 1 in each year, commencing in 2019, the Issuer shall obtain and pay for an annual review of the rating of each such Class of Notes from each Rating Agency, as applicable. The Issuer shall promptly notify the Trustee and the Portfolio Manager in writing (and the Trustee shall promptly provide the Holders with a copy of such notice upon request) if at any time the rating of any such Class of Notes has been, or is known shall be, changed or withdrawn.

Section 7.14. Reporting. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder or beneficial owner of a Note, the Issuer shall promptly furnish or cause to be furnished “Rule 144A Information” to such Holder or beneficial owner, to a prospective purchaser of such Note designated by such Holder or beneficial owner, or to the Trustee for delivery upon an Issuer Order to such Holder or beneficial owner or a prospective purchaser designated by such Holder or beneficial owner, as the case may be, in order to permit compliance by such Holder or beneficial owner of such Note with Rule 144A under the Securities Act in connection with the resale of such Note by such Holder or beneficial owner of such Note, respectively. “Rule 144A Information” shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

Section 7.15. Calculation Agent. (a) The Issuer hereby agrees that for so long as any Note remains Outstanding there shall at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Portfolio Manager or its Affiliates) to calculate LIBORthe Reference Rate in respect of each Interest Accrual Period (or, for the first Interest Accrual Period, each portion thereof) in accordance with the terms of Exhibit C hereto (the “Calculation Agent”). The Issuer hereby appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuer or the Portfolio Manager, on behalf of the Issuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Portfolio Manager, on behalf of the Issuer, shall promptly appoint a replacement Calculation Agent which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Portfolio Manager or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed.

(b) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, as soon as possible after 11:00 a.m. London5:00 a.m. Chicago time on each Interest Determination Date but in no event later than 11:00 a.m. New York time on the London BankingU.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent shall calculate the Interest Rate for each Class of Notes for the next Interest Accrual Period (or, with respect to each Interest Determination Date during the first Interest Accrual Period, the related portion of such period) and the Note Interest Amount for each Class of Notes (in each case, rounded to the nearest cent, with half a cent being rounded upward) for the next Interest Accrual Period (or, with respect to each Interest Determination Date during the first Interest Accrual Period, the related portion of such period), on the related Distribution Date. At such time the Calculation Agent shall communicate such rates and amounts to the Issuer, the Trustee, each Paying Agent, the Portfolio Manager, Euroclear and Clearstream. The Calculation Agent shall also specify to the Issuer the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Issuer before 5:00 p.m. (New York time) on every Interest Determination Date (or, in the case of the first Interest Accrual Period, on each Notional Determination Date) if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period shall (in the absence of manifest error) be final and binding upon all parties.

Section 7.16. Certain Tax Matters. Each Holder of the Notes (and any interest therein) will be deemed to have represented and agreed to treat the Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes, except as otherwise required by law.

(a) The Issuer has not and will not elect or take any other action that would cause it to be treated as an association taxable as a corporation for U.S. federal, state or local income or franchise tax purposes and shall make any election necessary to avoid classification as an association taxable as a corporation for U.S. federal, state or local income or franchise tax purpose.

(b) The Issuer will treat each purchase of Collateral Obligations as a “purchase” for tax accounting and reporting purposes; provided that a purchase by the Issuer of a Collateral Obligation from a person whom the Issuer is disregarded as a separate entity will not be recognized.

(c) The Issuer shall file, or cause to be filed, any tax returns, including information tax returns, required by any Governmental Authority.

(d) Notwithstanding anything herein to the contrary, the Portfolio Manager, the Issuer, the Trustee, the Collateral Administrator, the Initial Purchaser, the Holders and beneficial owners of the Notes and each employee, representative or other agent of those Persons, may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and tax structure of the transactions contemplated by this Indenture and all materials of any kind, including opinions or other tax analyses, that are provided to those Persons. This authorization to disclose the U.S. tax treatment and tax structure does not permit disclosure of information

identifying the Portfolio Manager, the Issuer, the Trustee, the Collateral Administrator, the Initial Purchaser or any other

to the Bankruptcy Subordination Agreement will receive an interest in such new certificate or sub-class;

(i) to make any necessary or advisable changes to this Indenture in connection with the adoption of an Alternative Rate duly adopted in accordance with the definition of LIBOR“Reference Rate”; provided that, for the avoidance of doubt, no supplemental indenture shall be entered into pursuant to this clause (xxxi) for purposes of adopting a new Alternative Rate itself or otherwise to modify the definition of LIBOR“Reference Rate” or the procedures for adopting an Alternative Rate provided therein;

(ii) subject to the approval of a Majority of the Interests, in connection with a Refinancing of all Classes of Notes in full, to (a) effect an extension of the end of the Reinvestment Period, (b) establish a non-call period for the replacement notes or loans or other financial arrangements issued or entered into in connection with such Refinancing, (c) modify the Weighted Average Life Test, (d) provide for a stated maturity of the replacement notes or loans or other financial arrangements issued or entered into in connection with such Refinancing that is later than the Stated Maturity of the Notes or (e) make any other amendments that would otherwise be subject to the consent rights of the Notes pursuant to this Article VIII; or

(iii) to change the date within the month on which reports are required to be delivered hereunder.

Not later than ten (10) Business Days (or five (5) Business Days if in connection with an additional issuance, Refinancing or Re-Pricing) prior to the execution of any proposed supplemental indenture pursuant to clauses (i) to (xxxiii) above, the Trustee, at the expense of the Issuer shall mail to the Holders of the Notes, the Portfolio Manager, the Collateral Administrator, any Hedge Counterparty and each Rating Agency (so long as any Notes are outstanding and are rated by such Rating Agency) a copy of such proposed supplemental indenture and shall request any required consent from the applicable Holders of Notes to be given within five (5) Business Days. Any consent given to a proposed supplemental indenture by the Holder of any Notes will be irrevocable and binding on all future Holders or beneficial owners of that Note, irrespective of the execution date of the supplemental indenture. If the Holders of less than the required percentage of the Aggregate Outstanding Amount of the relevant Notes consent to a proposed supplemental indenture within five (5) Business Days, on the first Business Day following such five (5) Business Day period, as applicable, the Trustee shall provide consents received to the Issuer and the Portfolio Manager so that they may determine which Holders of Notes have consented to the proposed supplemental indenture and which Holders of Notes (and, to the extent such information is available to the Trustee, which beneficial owners) have not consented to the proposed supplemental indenture.

Following delivery to the holders of the Notes of a copy of the proposed supplemental indenture by the Trustee, if any material changes are made to such supplemental indenture (excluding, for the avoidance of doubt, changes of a technical nature or to correct typographical errors or to adjust formatting), as determined by the Issuer or the Portfolio Manager, then at the cost of the Issuer, for so long as any Notes remain outstanding, not later than three (3) Business Days prior to the execution of such proposed supplemental indenture (provided, that the execution

Section 8.6. Re-Pricing Amendment. For the avoidance of doubt, the Issuer and the Trustee may, without regard for the provisions of this Article VIII, enter into a supplemental indenture pursuant to Section 9.8(d) solely to modify the spread over LIBORthe Reference Rate applicable to the Re-Priced Class, and, to the extent applicable, to extend the Non-Call Period applicable to such Re-Priced Class or make changes to the definition of “Redemption Price” (any such amendment, a “Re-Pricing Amendment”).

Article ix

REDEMPTION OF NOTES

Section 9.1. Mandatory Redemption. If a Coverage Test is not met on any Determination Date on which such Coverage Test is applicable, the Issuer shall apply available amounts in the Payment Account on the related Distribution Date to make payments as required pursuant to the Priority of Distributions to achieve compliance with such Coverage Test.

Section 9.2. Optional Redemption or Redemption Following a Tax Event. (a) The Notes shall be redeemed by the Issuer, in whole but not in part, on any Business Day (x) at the written direction of the Issuer on or after the occurrence of a Tax Event from the proceeds of the liquidation of the Assets or (y) on or after the end of the Non-Call Period, at the written direction of the Issuer, with the consent of the Portfolio Manager and the Retention Holder, in any case from the proceeds of the liquidation of the Assets or from Refinancing Proceeds. A written direction described in clause (y) above shall be delivered to the Issuer, the Trustee and the Portfolio Manager no less than 10 Business Days prior to the proposed Redemption Date (unless the Trustee and the Portfolio Manager agree to a shorter notice period not to be less than 5 Business Days) from the proceeds of the liquidation of the Assets and/or from Refinancing Proceeds. In connection with any such redemption, the Notes shall be redeemed at the applicable Redemption Price. For purposes of an Optional Redemption, the Class A-1A Notes, the Class A-1B Notes and the Class A-2 Notes shall each constitute a separate Class.

In connection with any Optional Redemption of all of the Notes, the Portfolio Manager shall (unless the Redemption Price on all of the Notes shall be paid with Refinancing Proceeds) direct the sale of all or part of the Collateral Obligations and other Assets in an amount sufficient such that the Disposition Proceeds from such sale in accordance with the procedures set forth in Section 9.2(d) and all other funds available for such purpose in the Collection Account and the Payment Account (including any Refinancing Proceeds, if applicable) shall be at least sufficient to pay the Redemption Price on all of the Notes and to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and other amounts, fees and expenses payable or distributable under the Priority of Distributions prior to any distributions to the Issuer (including,

without limitation, any amounts due to the Hedge Counterparties or the Portfolio Manager and the reasonable fees, costs, charges and expenses incurred by the Trustee and the Collateral Administrator (including reasonable attorneys’ fees and expenses)). If such Disposition Proceeds, Refinancing Proceeds, if applicable, and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to redeem the Notes subject to redemption and to pay such fees and expenses, the Notes may not be redeemed, except in the case of an Optional Redemption following the occurrence of a Tax Event with the consent of a Supermajority of each Class of Notes, in which case, such proceeds and other available funds shall

redeem the Notes in order to obtain Effective Date Ratings Confirmation or (3) Principal Proceeds necessary to reduce any outstanding Retention Deficiency to zero (such amount, the “Special Redemption Amount”), as the case may be, shall be applied in accordance with the Priority of Distributions under Section 11.1(a)(ii). Notice of payments pursuant to this Section 9.7 shall be given by the Trustee as soon as reasonably practicable, and in any case not less than three (3) Business Days prior to the applicable Special Redemption Date (provided, that such notice shall not be required in connection with a Special Redemption pursuant to clause (B) of the definition of such term if the Special Redemption Amount is not known on or prior to such date) to each Holder of Notes affected thereby at such Holder’s address in the Register and to the Rating Agencies.

Section 9.8. Re-Pricing of Notes. (a) The Issuer, with the consent of the Portfolio Manager and the Retention Holder, may reduce the spread over LIBORthe Reference Rate applicable with respect to any Class of Re-Pricing Eligible Notes (any such reduction with respect to any such Class of Notes, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “Re-Priced Class”) on any Business Day after the Non-Call Period; provided that, the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.8 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Re-Pricing Eligible Notes other than the Interest Rate applicable thereto may be modified or supplemented in connection with a Re-Pricing; provided that in connection with any Re-Pricing, (x) the Non-Call Period with respect to such Re-Priced Class may, with the consent of the Issuer, be extended and/or (y) the definition of “Redemption Price” may be revised, with the written consent of the Issuer, to reflect any agreed upon make-whole payments for the applicable Re-Priced Class. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of the Issuer and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

(b) At least fourteen (14) days prior to the Business Day fixed for any proposed Re-Pricing (the “Re-Pricing Date”) (unless the Trustee and the Portfolio Manager agree to a shorter period), the Issuer or the Re-Pricing Intermediary on behalf of the Issuer, shall deliver a notice in writing (with a copy to the Portfolio Manager, the Trustee and each Rating Agency) to each Holder of the proposed Re-Priced Class, which notice shall (i) specify the proposed Re-Pricing Date and the revised spread (or range of spreads from which a single spread will be chosen prior to the Re-Pricing Date) over LIBORthe Reference Rate to be applied with respect to such Class (such spread, the “Re-Pricing Rate”), (ii) request that each Holder of the Re-Priced Class approve the proposed Re-Pricing or provide a proposed Re-Pricing Rate at which it would consent to such Re-Pricing that is within the range provided, if any, in clause (i) above (such proposal, a “Holder Proposed Re-Pricing Rate”), (iii) request that each consenting Holder of the

Re-Priced Class deliver a response in writing to the Issuer, or to the Re-Pricing Intermediary on behalf of the Issuer, which response (the “Holder Purchase Request”) shall indicate the aggregate principal amount of the Re-Priced Class that such Holder is willing to purchase (or retain) at such Re-Pricing Rate (including within any range provided) specified in such notice, and (iv) state that the Issuer (or in the case of the following clause (a), the Re-Pricing Intermediary on behalf of the Issuer) will have the right to (a) cause all such Holders that did not deliver an Accepted Purchase Request (each, a “Non-Consenting Holder”) to sell their Notes of the Re-Priced Class on the Re-Pricing Date to one or more transferees at a sale price equal to the applicable Redemption Price, (b) redeem such Notes at the applicable Redemption Price with the proceeds of an issuance of Re-Pricing Replacement

Re-Pricing Replacement Notes, without further notice to the Non-Consenting Holders thereof, on the Re-Pricing Date to the Consenting Holders delivering Accepted Purchase Requests, with respect thereto, pro rata (subject to the applicable minimum denominations) based on the Aggregate Outstanding Amount of the Notes such Consenting Holders indicated an interest in purchasing pursuant to their Holder Purchase Requests. In the event that the Issuer receives Accepted Purchase Requests with respect to less than the Aggregate Outstanding Amount of the Notes of the Re-Priced Class held by Non-Consenting Holders, the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall cause the sale and transfer of such Notes of the Re-Priced Class or will sell Re-Pricing Replacement Notes to such Consenting Holders at the applicable Redemption Prices and, if applicable, conduct a redemption of Non-Consenting Holders’ Notes of the Re-Priced Class with the sale of Re-Pricing Replacement Notes, without further notice to the Non-Consenting Holders thereof, on the Re-Pricing Date to the Consenting Holders delivering Accepted Purchase Requests with respect thereto, and any excess Notes of the Re-Priced Class held by Non-Consenting Holders shall be sold to one or more purchasers designated by the Issuer (or the Re-Pricing Intermediary on behalf of the Issuer) or redeemed with proceeds from the sale of Re-Pricing Replacement Notes. All sales of Non-Consenting Holders’ Notes or Re-Pricing Replacement Notes to be effectuated pursuant to this clause (c) shall be made at the applicable Redemption Price, and shall be effectuated only if the related Re-Pricing is effectuated in accordance with the provisions hereof.

(c) The Issuer shall not effect any proposed Re-Pricing unless:

(i) the Issuer and the Trustee shall have entered into a supplemental indenture dated as of the Re-Pricing Date, which can be executed and delivered without regard to the provisions of Article VIII hereof, solely to modify the spread over LIBORthe Reference Rate applicable to the Re-Priced Class and, to the extent applicable, (with the consent of the Issuer) to extend the Non-Call Period applicable to such Re-Priced Class or make changes to the definition of “Redemption Price”;

(ii) confirmation has been received that all Notes of the Re-Priced Class held by Non-Consenting Holders have been sold and transferred pursuant to clause (c) above;

(iii) each Rating Agency shall have been notified of such Re-Pricing;

(iv) all expenses of the Issuer and the Trustee (including the fees of the Re-Pricing Intermediary and fees of counsel) incurred in connection with the Re-Pricing do not exceed

the amount of Interest Proceeds available after taking into account all amounts required to be paid pursuant to Section 11.1(a)(i) on the subsequent Distribution Date prior to the distribution of any remaining Interest Proceeds to the Issuer, unless such expenses have been paid or shall be adequately provided for (including without limitation, with Contributions) by an entity other than the Issuer;

(v) the Issuer shall have obtained Tax Advice to the effect that such Re-Pricing will not result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income or to any withholding tax liability under Section 1446 of the Code.

Section 10.7 Accountings.

(d) Monthly. Not later than the 20th day (or, if such day is not a Business Day, the next succeeding Business Day) of each calendar month, excluding each month in which a Distribution Date occurs, commencing in December 2018, the Issuer shall compile and make available (or cause to be compiled and made available) (including, at the election of the Issuer, via appropriate electronic means acceptable to each recipient) to each Rating Agency, the Trustee, the Portfolio Manager, the Initial Purchaser and, upon written request therefor, to any Holder shown on the Register and, upon written notice to the Trustee in the form of Exhibit D, any beneficial owner of a Note, a monthly report (each a “Monthly Report”) determined as of the ninth Business Day preceding the applicable delivery date. The Monthly Report shall contain the following information with respect to the Collateral Obligations and Eligible Investments included in the Assets (based, in part, on information provided by the Portfolio Manager):

(i) Aggregate Principal Balance of Collateral Obligations and Eligible Investments representing Principal Proceeds.

(ii) Adjusted Collateral Principal Amount of Collateral Obligations.

(iii) Collateral Principal Amount of Collateral Obligations.

(iv) A list of Collateral Obligations, including, with respect to each such Collateral Obligation, the following detailed information:

(A) The obligor thereon (including the issuer ticker, if any);

(B) The LoanX ID, CUSIP or security identifier thereof;

(C) The Principal Balance thereof (other than any accrued interest that was purchased with Principal Proceeds (but noting any capitalized interest));

(D) The percentage of the aggregate Collateral Principal Amount represented by such Collateral Obligation;

(E) The related interest rate or spread (excluding, in the case where such Collateral Obligation is a LiborReference Rate Floor Obligation, the effect of any specified “floor” rate per annum related thereto);

(F) The stated maturity thereof;

(G) The related S&P Industry Classification;

(H) The related Fitch Industry Classification;

(I) The S&P Rating, unless such rating is based on a credit estimate unpublished by S&P or such rating is a confidential rating or a private rating by S&P;

(J) The Fitch Rating, unless such rating is based on a credit opinion unpublished by Fitch or such rating is a confidential rating or a private rating by Fitch;

(K) The country of Domicile;

(L) An indication as to whether each such Collateral Obligation is (1) a Defaulted Obligation, (2) a Delayed Drawdown Collateral Obligation, (3) a Revolving Collateral Obligation, (4) a Senior Secured Loan, Second Lien Loan or Senior Unsecured Loan, (5) a floating rate Collateral Obligation, (6) a Participation Interest (indicating the related Selling Institution and its ratings by each Rating Agency), (7) a Deferrable Security, (8) a Partial Deferrable Security (9) a Current Pay Obligation, (10) a DIP Collateral Obligation, (11) convertible into or exchangeable for equity securities, (12) a Discount Obligation (including its purchase price and purchase yield in the case of a fixed rate Collateral Obligation), (13) a Cov-Lite Loan, (14) a Swapped Non-Discount Obligation, (15) a First-Lien Last-Out Loan, (16) a Long-Dated Obligation or (17) a Purchased Defaulted Obligation;

(M) Based solely on information provided by the Portfolio Manager, with respect to each Collateral Obligation that is a Discount Obligation purchased in the manner described in the last paragraph of the definition of “Discount Obligation”:

(1) the identity of the Collateral Obligation (including whether such Collateral Obligation was classified as a Discount Obligation at the time of its original purchase) the proceeds of whose sale are used to purchase the purchased Collateral Obligation;

(2) the purchase price (as a percentage of par) of the purchased Collateral Obligation and the sale price (as a percentage of par) of the Collateral Obligation the proceeds of whose sale are used to purchase the purchased Collateral Obligation; and

(3) the Aggregate Principal Balance of Collateral Obligations that have been excluded from the definition of “Discount Obligation” and relevant calculations indicating whether such amount is in compliance with

the limitations described in the first proviso in the last paragraph of the definition of “Discount Obligation”;

(N) The S&P Recovery Rate;

(O) Whether such Collateral Obligation is a LiborReference Rate Floor Obligation and the specified “floor” rate per annum related thereto as specified by the Portfolio Manager;

(P) The purchase price and the Market Value of such Collateral Obligation, if such Market Value was calculated based on a bid price determined by a loan pricing service, and the name of such loan pricing service (including such disclaimer language as a loan pricing service may from time to time require, as provided by the Portfolio Manager to the Trustee and the Collateral Administrator); and

(Q) Whether such Collateral Obligation is settled or unsettled.

(v) For each of the limitations and tests specified in the definitions of Concentration Limitations and Collateral Quality Test, (1) the result, (2) the related minimum or maximum test level, (3) a determination as to whether such result satisfies the related test and (4) an indication whether the result of the Minimum Floating Spread Test was inclusive or exclusive of the “floor” rate of any LiborReference Rate Floor Obligations.

(vi) The S&P Weighted Average Recovery Rate.

(vii) The Fitch Rating Factor, if publicly available.

(viii) The Fitch Recovery Rate, if publicly available (including the applicable Fitch recovery rating and Fitch recovery rate in accordance with the definition of “Fitch Recovery Rate”).

(ix) As provided by the Portfolio Manager, the total number of (and related dates of) any Aggregated Reinvestments occurring since the date of determination of the immediately preceding Monthly Report, the identity of each Collateral Obligation that was subject to Aggregated Reinvestments and the percentage of the Collateral Principal Amount consisting of such Collateral Obligations that were subject to Aggregated Reinvestments.

(x) The calculation of each of the following:

(A) From and after the Determination Date immediately preceding the second Distribution Date, each Interest Coverage Ratio (and setting forth each related Required Coverage Ratio);

(B) Each Overcollateralization Ratio (and setting forth each related Required Coverage Ratio);

(C) The Reinvestment Overcollateralization Test (and setting forth the required test level); and

(D) The ratio set forth in Section 5.1(g).

(xi) For each Account, a schedule showing the beginning balance, each credit or debit specifying the nature, source and amount, and the ending balance.

Aggregate Outstanding Amount of the Notes of each Class after giving effect to the principal payments, if any, on the next Distribution Date and such amount as a percentage of the original Aggregate Outstanding Amount of the Notes of such Class;

(xii) the Interest Rate and accrued interest for each applicable Class of Notes for such Distribution Date;

(xiii) the amounts payable pursuant to each clause of Section 11.1(a)(i) and each clause of Section 11.1(a)(ii) and each clause of Section 11.1(a)(iii) on the related Distribution Date;

(xiv) for the Collection Account:

(A) the Balance on deposit in the Collection Account at the end of the related Collection Period (or, with respect to the Interest Collection Account, the next Business Day);

(B) the amounts payable from the Collection Account to the Payment Account, in order to make payments pursuant to Section 11.1(a)(i) and Section 11.1(a)(ii) and Section 11.1(a)(iii) on the next Distribution Date (net of amounts which the Portfolio Manager intends to re‑invest in additional Collateral Obligations pursuant to Article XII); and

(C) the Balance remaining in the Collection Account immediately after all payments and deposits to be made on such Distribution Date; and

(xv) such other information as the Trustee, any Hedge Counterparty or the Portfolio Manager may reasonably request.

Each Distribution Report shall constitute instructions to the Trustee to withdraw funds from the Payment Account and pay or transfer such amounts set forth in Distribution Report in the manner specified and in accordance with the priorities established in Section 11.1 and Article XIII. Each Distribution Report prepared by or on behalf of the Issuer following the filing of a petition in bankruptcy against the Issuer will distinguish between payments to Holders or beneficial owners whose payments are and are not subordinated pursuant to the Bankruptcy Subordination Agreement.

(e) Notice of Aggregated Reinvestment. The Issuer (or the Portfolio Manager on behalf of the Issuer) shall notify the Trustee of the commencement of each Aggregated Reinvestment and, upon receipt thereof, the Trustee shall make a copy of such notice available to Holders and each Rating Agency.

(f) Interest Rate Notice. The Trustee shall make available to each Holder of Notes on each Distribution Report, a notice setting forth (x) the Interest Rate for such Notes for the next Interest Accrual Period and (y) a notice setting forth LIBORthe Reference Rate for the next Interest Accrual Period.

policies of such Person whether by contract or otherwise; provided that no special purpose company to which the Portfolio Manager provides investment advisory services shall be considered an Affiliate of the Portfolio Manager. For the avoidance of doubt, (A) for the purposes of calculating compliance with clause (ix) of the Concentration Limitations, an Obligor will not be considered an “Affiliate” of any other Obligor solely due to the fact that each such Obligor is under the control of the same financial sponsor and (B) Obligors in respect of Collateral Obligations shall be deemed not to be Affiliates if they have distinct corporate family ratings and/or distinct issuer credit ratings.

“Agent Members”: Members of, or participants in, DTC, Euroclear or Clearstream.

“Aggregate Excess Funded Spread”: As of any Measurement Date, the amount obtained by multiplying:

(a) the amount equal to LIBORthe Reference Rate applicable to the Notes during the Interest Accrual Period (or portion thereof, in the case of the first Interest Accrual Period) in which such Measurement Date occurs; by

(b) the amount (not less than zero) equal to (i) the Aggregate Principal Balance (including for this purpose any capitalized interest) of the Collateral Obligations (excluding any Defaulted Obligations) as of such Measurement Date minus (ii) the Reinvestment Target Par Balance.

“Aggregate Funded Spread”: As of any Measurement Date, the sum of:

(c) in the case of each floating rate Collateral Obligation (excluding any Defaulted Obligation) that bears interest at a spread over a London interbank offered rate-basedTerm SOFR Reference Rate based index, (i) the stated interest rate spread (excluding any Deferrable Security to the extent of any non-cash interest and the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation) on such Collateral Obligation above such index multiplied by (ii) the Principal Balance (including for this purpose any capitalized interest but excluding the unfunded portion of any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation) of such Collateral Obligation; and

(d) in the case of each floating rate Collateral Obligation (excluding any Defaulted Obligation) that bears interest at a spread over an index other than a London interbank offered rate-basedTerm SOFR Reference Rate based index, (i) the excess of the sum of such spread and such

index (excluding any Deferrable Security to the extent of any non-cash interest and the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation) over LIBORthe Reference Rate as of the immediately preceding Interest Determination Date (which spread or excess may be expressed as a negative percentage) multiplied by (ii) the Principal Balance (including for this purpose any capitalized interest but excluding the unfunded portion of any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation) of each such Collateral Obligation; provided that, for purposes of both clauses (a) and (b) of this definition, the interest rate spread with respect to any floating rate Collateral Obligation that has a floor based on the London interbank offer ratefloating rate index floor will be deemed to be the stated interest rate spread plus, if positive, (x) the value of such floor minus (y) LIBORthe Reference Rate as of the immediately preceding Interest Determination Date.

“Aggregate Outstanding Amount”: With respect to any of the Notes as of any date, the aggregate unpaid principal amount of such Notes Outstanding on such date.

“Aggregate Principal Balance”: When used with respect to all or a portion of the Collateral Obligations or the Pledged Obligations, the sum of the Principal Balances of all or of such portion of the Collateral Obligations or Pledged Obligations, respectively.

“Aggregate Ramp-Up Par Amount”: An amount equal to U.S.$450,000,000.

“Aggregate Ramp-Up Par Condition”: A condition satisfied as of the end of the Ramp-Up Period if the Issuer has purchased, or entered into binding commitments to purchase, Collateral Obligations, including Collateral Obligations acquired by the Issuer on or prior to the Closing Date and together with the amount of any proceeds of prepayments, maturities or redemptions of Collateral Obligations purchased by the Issuer prior to such date, having an Aggregate Principal Balance (provided that the Principal Balance of any Defaulted Obligation shall be its S&P Collateral Value) that in the aggregate equals or exceeds the Aggregate Ramp-Up Par Amount, without duplication and without regard to sales; provided, further, that sales may only be disregarded to the extent that such sales account for less than or equal to (i) the product of 5.0% multiplied by the Aggregate Ramp-Up Par Amount (the “ARUP Sale Amount”) less (ii) the positive difference, if any, between the Issuer’s purchase price of the Collateral Obligations sold as part of the ARUP Sale Amount and the sales price thereof.

“Aggregate Unfunded Spread”: As of any Measurement Date, the sum of the products obtained by multiplying (i) for each Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation, the related commitment fee then in effect as of such date and (ii) the undrawn commitments of each such Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation as of such date.

“Aggregated Reinvestment”: A series of reinvestments occurring within an up to ten (10) Business Day period including the date of such reinvestment and ending no later than the end of the current Collection Period with respect to which (x) the Portfolio Manager notes in its records that the sales and purchases constituting such series are subject to the terms of this Indenture with respect to Aggregated Reinvestments, and (y) the Portfolio Manager reasonably believes that the criteria specified in this Indenture applicable to each reinvestment in such series will be satisfied on an aggregate basis for such series of reinvestments; provided that (i) the aggregate principal

amount of any one Aggregated Reinvestment may not exceed 5.0% of the Collateral Principal Amount; (ii) if the criteria specified in this Indenture applicable to each reinvestment in an Aggregated Reinvestment are not satisfied on an aggregate basis within such ten (10) Business Day period, the Portfolio Manager will provide notice to each Rating Agency; (iii) with respect to Discount Obligations, no calculation or evaluation may be made using the weighted average price of any Collateral Obligation or any group of Collateral Obligations; and (iv) in no event may there be more than one outstanding Aggregated Reinvestment at any time; provided, further, that (i) in connection with calculating the compliance with the Investment Criteria in connection with any Aggregated Reinvestment, the Portfolio Manager, at its discretion, may exclude any Credit Risk Obligations sold during the Aggregated Reinvestment period from such calculations, (ii) in the event that any Aggregated Reinvestment fails to comply with the Investment Criteria, the Issuer may not enter into a subsequent Aggregated Reinvestment without satisfying the S&P Rating Condition and (iii) the Portfolio Manager may modify any Aggregated Reinvestment during any such ten Business Day period if it determines that, but for the occurrence of an Intervening Event, the Investment Criteria would have been satisfied by the original Aggregated Reinvestment.

“AI”: An Accredited Investor meeting the requirements of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D under the Securities Act.

“AIFMD Level 2 Regulation”: The meaning specified in the definition of “EU Retention Requirements”.

“AI/QP”: Any Person that, at the time of its acquisition, purported acquisition or proposed acquisition of Notes is both an AI and a Qualified Purchaser.

“Alternative Rate”: The meaning specified in the definition of “LIBORReference Rate.”

“Assets”: The meaning assigned in the Granting Clause hereof.

“Assumed Reinvestment Rate”: The then-current rate of interest being paid by the Bank on time deposits in the Bank having a scheduled maturity of the date prior to the next Distribution Date (as determined on the most recent Interest Determination Date relating to an Interest Accrual Period beginning on a Distribution Date or the Closing Date, as applicable).

“Authenticating Agent”: With respect to the Notes, the Person designated by the Trustee to authenticate such Notes on behalf of the Trustee pursuant to Section 6.14.

“Authorized Denominations”: The meaning specified in Section 2.3.

“Authorized Officer”: With respect to the Issuer, any Officer or any other Person who is authorized to act for the Issuer, in matters relating to, and binding upon, the Issuer and, for the avoidance of doubt, shall include any duly appointed attorney-in-fact of the Issuer. With respect to the Portfolio Manager, any Officer, employee, member or agent of the Portfolio Manager who is authorized to act for the Portfolio Manager in matters relating to, and binding upon, the Portfolio Manager with respect to the subject matter of the request, certificate or order in question. With respect to the Collateral Administrator, any Officer, employee or agent of the Collateral Administrator who is authorized to act for the Collateral Administrator in matters relating to, and binding upon, the Collateral Administrator with respect to the subject matter of the request or

certificate in question. With respect to the Trustee (or any other bank or trust company acting as trustee of an express trust or as custodian), a Trust Officer. Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary.

“Average Life”: On any date of determination with respect to any Collateral Obligation, the quotient obtained by dividing (i) the sum of the products of (a) the number of years (rounded to the nearest one hundredth thereof) from such date of determination to the respective dates of

(e) in the case of each general intangible (including any participation interest in a loan that is not, or the debt underlying which is not, evidenced by a Certificated Security or an Instrument), notifying the obligor thereunder, if any, of the Grant to the Trustee (unless no applicable law requires such notice);

(f) in the case of each participation interest in a loan as to which the underlying debt is represented by a Certificated Security or an Instrument, obtaining the acknowledgement of the Person in possession of such Certificated Security or Instrument (which may not be the Issuer) that it holds the Issuer’s interest in such Certificated Security or Instrument solely on behalf and for the benefit of the Trustee; and

(g) in all cases, filing an appropriate Financing Statement in the appropriate filing office in accordance with the Uniform Commercial Code as in effect in any relevant jurisdiction.

“Designated Amounts”: An amount equal to the sum of (a) all amounts distributed to the Issuer from the Ramp-Up Account pursuant to Section 10.3(c), (b) all amounts deposited into the Interest Collection Account from the Ramp-Up Account pursuant to Section 10.2(a), (c) all amounts deposited into the Interest Collection Account from the Principal Collection Account pursuant to Section 10.2(a), and (d) all amounts distributed to the Issuer from the Principal Collection Account pursuant to Section 10.2(a).

“Designated Excess Par”: The meaning specified in Section 9.4(g).

“Designated Maturity” means, with respect to the Notes, three months.

“Determination Date”: The last day of each Collection Period.

“Diminished Distressed Exchange Obligation”: A Collateral Obligation received in connection with a Distressed Exchange, which has a principal amount that is less than the principal amount of the obligation for which it was exchanged.

“DIP Collateral Obligation”: Any interest in a loan or financing facility that has a public or private facility rating from S&P and is purchased directly or by way of assignment (a) which is an obligation of (i) a debtor‑in‑possession as described in §1107 of the Bankruptcy Code or (ii) a trustee if appointment of such trustee has been ordered pursuant to §1104 of the Bankruptcy Code (in either such case, a “Debtor”) organized under the laws of the United States or any state therein, or (b) on which the related obligor is required to pay interest on a current basis and, with respect to either clause (a) or (b) above, the terms of which have been approved by an order of the United

States Bankruptcy Court, the United States District Court, or any other court of competent jurisdiction, the enforceability of which order is not subject to any pending contested matter or proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) and which order provides that: (i) (A) such DIP Collateral Obligation is fully secured by liens on the Debtor’s otherwise unencumbered assets pursuant to §364(c)(2) of the Bankruptcy Code or (B) such DIP Collateral Obligation is secured by liens of equal or senior priority on property of the Debtor’s estate that is otherwise subject to a lien pursuant to §364(d) of the Bankruptcy Code and (ii) such DIP Collateral Obligation is fully secured based upon a current valuation or appraisal report. Notwithstanding the foregoing, such a loan will not be deemed to be a DIP Collateral Obligation

“Domicile” or “Domiciled”: With respect to any issuer of or obligor with respect to a Collateral Obligation: (a) except as provided in clause (b) and (c) below, its country of organization; or (b) if it is organized in a Tax Advantaged Jurisdiction, each of such jurisdiction and the country in which a substantial portion of its operations are located or from which a substantial portion of its revenue is derived, in each case directly or through subsidiaries; or (c) if its payment obligations in respect of such Collateral Obligation are guaranteed by a person or entity that is organized in the United States, then the United States.

“DTC”: The Depository Trust Company, its nominees, and their respective successors.

“Due Date”: Each date on which any payment is due on a Pledged Obligation in accordance with its terms.

“Effective Date”: The earlier to occur of (i) the Determination Date relating to the first Distribution Date and (ii) the first date on which the Portfolio Manager certifies to the Trustee and the Collateral Administrator that the Aggregate Ramp-Up Par Condition has been satisfied.

“Effective Date Rating Failure”: The meaning specified in Section 7.17(d).

“Effective Date Ratings Confirmation”: The Issuer has (x) provided, or caused the Collateral Administrator to provide, to each Rating Agency the reports required to be delivered under this Indenture in connection with the end of the Ramp-Up Period and (y) received confirmation (deemed or otherwise) from S&P of its initial ratings of each Class of Notes.

“Effective Date Report”: The meaning specified in Section 7.17(c).

“Effective Date Requirements”: The requirements set forth in Section 7.17(c).

“Effective Spread”: With respect to any floating rate Collateral Obligation, the current per annum rate at which it pays interest minus LIBORthe Reference Rate or, if such floating rate Collateral Obligation bears interest based on a floating rate index other than a London interbank offered rate-basedTerm SOFR Reference Rate based index, the Effective Spread shall be the then-current base rate applicable to such floating rate Collateral Obligation plus the rate at which such floating rate Collateral Obligation pays interest in excess of such base rate minus three-month LIBORthe Reference Rate; provided, that (i) with respect to any unfunded commitment of any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, the Effective Spread means the commitment fee payable with respect to such unfunded commitment, (ii) with respect to the funded portion of any commitment under any Revolving Collateral Obligation or

Delayed Drawdown Collateral Obligation, the Effective Spread means the current per annum rate at which it pays interest minus LIBORthe Reference Rate or, if such funded portion bears interest based on a floating rate index other than a London interbank offered rate-basedTerm SOFR Reference Rate based index, the Effective Spread will be the then-current base rate applicable to such funded portion plus the rate at which such funded portion pays interest in excess of such base rate minus three-month LIBORthe Reference Rate; (iii) with respect to any LiborReference Rate Floor Obligation, the Effective Spread for such Collateral Obligation shall be equal to the sum of (a) the applicable spread over LIBORthe Reference Rate and (b) the excess, if any, of the specified “floor” rate relating to such Collateral Obligation over LIBORthe Reference Rate calculated for the Notes for the immediately preceding Interest Determination Date; and (iv) the Effective Spread of any floating rate Collateral Obligation shall (x) be deemed to be zero, to the extent that the Issuer or the Portfolio Manager has actual knowledge that no payment of cash interest on such floating rate Collateral Obligation will be made by the obligor thereof during the applicable due period, and (y) not include any non-cash interest or, with respect to any Partial Deferrable Security, any interest in excess of the portion of the interest due thereon that is required to be paid in cash on each payment date and is not permitted to be deferred or capitalized. For purposes of this definition, “LIBOR” shall have the meaning specified in clause (i) of the definition thereof.

“Eligible Investment Required Ratings”: (a) “A-1” or higher (or, in the absence of a short-term credit rating, “A+” or higher) from S&P and (b) for securities with maturities up to 365 days, a long-term credit rating not less than “AA-” from Fitch and a short-term rating not less than “F1+” from Fitch.

“Eligible Investments”: (a) Cash or (b) any United States dollar investment that, at the time it is Delivered to the Trustee (directly or through an intermediary or bailee), is one or more of the following obligations or securities:

(i) direct obligations of, and obligations the timely payment of principal and interest on which is fully and expressly guaranteed by (x) the United States of America or (y) any agency or instrumentality of the United States of America the obligations of which agency or instrumentality have the Eligible Investment Required Rating and are expressly backed by the full faith and credit of the United States of America;

(ii) demand and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances issued by, or federal funds sold by any depository institution or trust company incorporated under the laws of the United States of America (including the Bank) or any state thereof and subject to supervision and examination by federal and/or state banking authorities, in each case payable within 60 days of issuance, so long as the commercial paper and/or the debt obligations of such depository institution or trust company at the time of such investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings or such demand or time deposits are covered by an extended Federal Deposit Insurance Corporation (the “FDIC”) insurance program where 100% of the deposits are insured by the FDIC, which is backed by the full faith and credit of the United States (and, if a Class of Notes then outstanding is rated by S&P, the United States meets the Eligible Investment Required Ratings);

(iii) commercial paper or other short-term obligations with the Eligible Investment Required Ratings and that either bear interest or are sold at a discount from the face amount thereof and have a maturity of not more than 60 days from their date of issuance; provided that this clause (iii) will not include extendible commercial paper or asset backed commercial paper; and

(iv) money market funds domiciled outside of the United States which funds have, at all times, credit ratings of (a) “AAAm” by S&P and (b) either the highest credit rating assigned by Fitch (“AAAmmf”) to the extent rated by Fitch or otherwise the highest credit rating assigned by another NRSRO (excluding S&P);

“Financial Asset”: The meaning specified in Article 8 of the UCC.

“Financing Statements”: The meaning specified in Article 9 of the UCC.

“Financing Subsidiary”: BCSF I, LLC, in its capacity as financing subsidiary under the Master Participation Agreement.

“First LIBOR Period End Date”: October 20, 2018.

“First-Lien Last-Out Loan”: A loan that would be a Senior Secured Loan, except that, prior to a default with respect such loan, is entitled to receive payments pari passu with other Senior Secured Loans of the same obligor, but following a default becomes fully subordinated to other Senior Secured Loans of the same obligor and is not entitled to any payments until such other Senior Secured Loans are paid in full.

“Fitch”: Fitch Ratings, Inc. and any successor thereto.

“Fitch Rating”: With respect to any Collateral Obligation, the rating determined pursuant to Schedule 5.

“Fitch Rating Factor”: In respect of any Collateral Obligation, the number set forth in the table below opposite the Fitch Rating in respect of such Collateral Obligation:

Fitch Rating	Fitch Rating Factor
AAA	0.19
AA+	0.35
AA	0.64
AA-	0.86
A+	1.17
A	1.58
A-	2.25
BBB+	3.19
BBB	4.54
BBB-	7.13
BB+	12.19
Fitch Rating	Fitch Rating Factor
---	---
BB	17.43
BB-	22.80
B+	27.80
B	32.18
B-	40.60
CCC+	62.80
CCC	62.80
CCC-	62.80
CC	100.00
C	100.00
D	100.00

“Interest Coverage Ratio”: With respect to any designated Class or Classes of Notes, as of any date of determination on or after the Determination Date immediately preceding the second Distribution Date, the percentage derived from dividing:

(h) the sum of (i) the Collateral Interest Amount as of such date of determination minus (ii) amounts payable (or expected as of the date of determination to be payable) on the following Distribution Date as set forth in clauses (A), (B) and (C) of Section 11.1(a)(i); by

(i) interest due and payable on the Notes of such Class or Classes, each Priority Class of Notes and each pari passu Class of Notes (excluding Deferred Interest but including any interest on Deferred Interest with respect to any such Class or Classes) on such Distribution Date.

For the avoidance of doubt, deferred Base Management Fees will be included in clause (a)(ii) as an amount payable pursuant to Section 11.1(a)(i)(B) only to the extent such amount (or portion thereof) may be payable on such Distribution Date pursuant to the Priority of Distributions.

“Interest Coverage Effective Date”: The Determination Date immediately preceding the second Distribution Date.

“Interest Coverage Test”: A test that is satisfied with respect to any Class or Classes of the Notes if, as of the Interest Coverage Effective Date, and at any date of determination occurring thereafter, (i) the Interest Coverage Ratio for such Class or Classes is at least equal to the applicable Required Coverage Ratio for such Class or Classes or (ii) such Class of Notes is no longer Outstanding.

“Interest Determination Date”: With respect to (a) the first Interest Accrual Period, each Notional Determination Date and (b) each Interest Accrual Period thereafter, the second London BankingThe second U.S. Government Securities Business Day preceding the first day of such Interest Accrual Period.

“Interest Proceeds”: With respect to any Collection Period or Determination Date, without duplication, the sum of:

(i) all payments of interest and other income received (other than any interest due on any Partial Deferrable Security that has been deferred or capitalized at the time of acquisition) by the Issuer during the related Collection Period on the Collateral Obligations and Eligible Investments, including the accrued interest received in connection with a sale thereof during the related Collection Period, less any such amount that represents Principal Financed Accrued Interest (other than any Principal Financed Accrued Interest described in clause (i) of the definition thereof that the Portfolio Manager elects to treat as Interest Proceeds as long as, after giving effect to such treatment, the Aggregate Principal Balance of the (a) Collateral Obligations and (b) Eligible Investments representing Principal Proceeds equals or exceeds the Aggregate Ramp-Up Par Amount);

(ii) all principal and interest payments received by the Issuer during the related Collection Period on Eligible Investments purchased with Interest Proceeds;

until the aggregate of all collections in respect of such Diminished Distressed Exchange Obligation since it was received in connection with a Distressed Exchange equals the principal amount of the obligation for which it was exchanged and such Diminished Distressed Exchange Obligation no longer constitutes a diminished financial obligation; provided, further, that amounts that would otherwise constitute Interest Proceeds may be designated as Principal Proceeds pursuant to Section 7.17(d) with notice to the Collateral Administrator. Notwithstanding the foregoing, in the Portfolio Manager’s sole discretion (to be exercised on or before the related Determination Date), on any date after the first Distribution Date, Interest Proceeds in any Collection Period may be deemed to be Principal Proceeds; provided that such designation would not result in an interest deferral on any Class of Notes. Under no circumstances shall Interest Proceeds include the Excepted Property or any interest earned thereon.

“Interest Rate”: With respect to any specified Class of Notes, (i) unless a Re-Pricing has occurred with respect to such Class of Notes, the per annum stated interest rate payable on the Notes of such Class with respect to each Interest Accrual Period equal to LIBORthe Reference Rate for such Interest Accrual Period plus the spread specified in Section 2.3 with respect to such Notes and (ii) upon the occurrence of a Re-Pricing with respect to such Class of Notes, a per annum stated interest rate equal to (x) the applicable Re-Pricing Rate plus (y) in the case of a floating rate of interest, LIBORthe Reference Rate.

“Intervening Event”: With respect to any Aggregated Reinvestment, the prepayment of any Collateral Obligation included in such Aggregated Reinvestment or any change in any characteristic of any Collateral Obligation (or the obligor thereof) relevant to any Investment Criteria, in each case to the extent beyond the Issuer’s or the Portfolio Manager’s control, so long as no other Collateral Obligation (or obligor thereof) included in such Aggregated Reinvestment had any change in any characteristic relevant to any Investment Criteria since the first day of the related ten Business Day period.

“Interests”: The Interests issued by the Issuer on or prior to the Closing Date and any additional Interests issued pursuant to the Issuer Limited Liability Company Agreement and in compliance with the terms of this Indenture.

“Investment Advisers Act”: The Investment Advisers Act of 1940, as amended from time to time.

“Investment Company Act”: The Investment Company Act of 1940, as amended.

“Investment Criteria”: The criteria specified in Section 12.2.

“IRS”: The United States Internal Revenue Service

“Issuer”: BCC Middle Market CLO 2018-1, LLC, until a successor Person shall have become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person.

“Issuer Limited Liability Company Agreement”: The Amended and Restated Limited Liability Company Agreement of the Issuer, dated as of the Closing Date.

“Issuer Order”: A written order dated and signed in the name of the Issuer (which written order may be a standing order) by an Authorized Officer of the Issuer or, to the extent permitted herein, by the Portfolio Manager by an Authorized Officer thereof, on behalf of the Issuer.

“Junior Class”: With respect to a particular Class of Notes, each Class of Notes that is subordinated to such Class, as indicated in Section 2.3.

“Junior Mezzanine Notes”: The meaning specified in Section 2.4.

“Letter of Credit”: A facility whereby (i) a fronting bank (“LOC Agent Bank”) issues or will issue a letter of credit (“LC”) for or on behalf of a borrower pursuant to an Underlying Instrument, (ii) in the event that the LC is drawn upon and the borrower does not reimburse the LOC Agent Bank, the lender/participant is obligated to fund its portion of the facility and (iii) the LOC Agent Bank passes on (in whole or in part) the fees it receives for providing the LC to the lender/participant. The lender/participant may or may not be obligated to collateralize its funding obligations to the LOC Agent Bank.

“LIBOR”: (i) With respect to the Notes, the meaning set forth in Exhibit C and (ii) with respect to a Collateral Obligation, the “libor” rate determined in accordance with the terms of such Collateral Obligation.

“Libor Floor Obligation”: As of any date, a floating rate Collateral Obligation (a) for which the related Underlying Instruments allow a libor rate option, (b) that provides that such libor rate is (in effect) calculated as the greater of (i) a specified “floor” rate per annum and (ii) the London interbank offered rate for the applicable interest period for such Collateral Obligation and (c) that, as of such date, bears interest based on such libor rate option, but only if as of such date the London interbank offered rate for the applicable interest period is less than such floor rate.

“Loan”: Any obligation for the payment or repayment of borrowed money that is documented by a term loan agreement, revolving loan agreement or similar credit agreement.

“Loan Sale Agreement”: The loan sale agreement, dated as of the Closing Date, as amended from time to time in accordance with the terms thereof, by and between the Transferor and the Issuer.

“London Banking Day”: A day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London, England.

“Long-Dated Obligation”: An obligation that has a scheduled maturity later than the earliest Stated Maturity of the Notes.

“Maintenance Covenant”: A covenant by any borrower to comply with one or more financial covenants during each reporting period, whether or not such borrower has taken any specified action; provided that a covenant that otherwise satisfies the definition hereof and only applies to a related loan when specified amounts are outstanding under such loan shall be a Maintenance Covenant.

(iii) to the payment of principal of the Class A-1A Notes and the Class A-1B Notes, pro rata, based on their respective Aggregate Outstanding Amounts, until the Class A-1A Notes and the Class A-1B Notes have been paid in full;

(iv) to the payment of accrued and unpaid interest on the Class A-2 Notes until such amount has been paid in full;

(v) to the payment of principal of the Class A-2 Notes until such amount has been paid in full;

(vi) to the payment of, first, accrued and unpaid interest and then any Deferred Interest on the Class B Notes until such amounts have been paid in full;

(vii) to the payment of principal of the Class B Notes until such amount has been paid in full;

(viii) to the payment of, first, accrued and unpaid interest and then any Deferred Interest on the Class C Notes until such amounts have been paid in full; and

(ix) to the payment of principal of the Class C Notes until such amounts have been paid in full.

“Notes”: The Class A-1A Notes, the Class A-1B Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes.

“Notional Accrual Period”: Each of (i) the period from and including the Closing Date to but excluding the First LIBOR Period End Date and (ii) thereafter, the period from and including the First LIBOR Period End Date to but excluding the first Distribution Date.

“Notional Determination Date”: The second London Banking Day preceding the first day of each Notional Accrual Period.

“NRSRO”: Any nationally recognized statistical rating organization, other than any Rating Agency.

“Obligor”: The obligor or guarantor under a loan, as the case may be.

“Offer”: The meaning specified in Section 10.8(c).

“Offering”: The offering of the Notes pursuant to the Offering Circular.

“Offering Circular”: The offering circular, dated September 26, 2018 relating to the Notes, including any supplements thereto.

“Officer”: (a) With respect to the Issuer and any limited liability company, any managing member or manager thereof or any Person to whom the rights and powers of management thereof are delegated in accordance with the limited liability company agreement of such limited liability company; (b) with respect to any corporation, any director, the chairman of the board of directors,

Aggregate Outstanding Amounts (including the aggregate outstanding and unpaid Deferred Interest (if any) with respect to such Class or Classes and each Priority Class of Notes) of the Notes of such Class or Classes, each Priority Class of Notes and each pari passu Class of Notes.

“Overcollateralization Ratio Test”: A test that is satisfied with respect to any Class or Classes of Notes as of any date of determination at, or subsequent to, the last day of the Ramp-Up Period, if (i) the Overcollateralization Ratio for such Class or Classes is at least equal to the applicable Required Coverage Ratio for such Class or Classes or (ii) such Class or Classes of Notes is no longer Outstanding.

“Partial Deferrable Security”: Any Collateral Obligation with respect to which under the related Underlying Instruments (i) a portion of the interest due thereon is required to be paid in Cash on each payment date therefor and is not permitted to be deferred or capitalized (which portion shall at least be equal to LIBORthe Reference Rate or the applicable index with respect to which interest on such Collateral Obligation is calculated (or, in the case of a fixed rate Collateral Obligation, at least equal to the forward swap rate for a designated maturity equal to the scheduled maturity of such Collateral Obligation)) and (ii) the issuer thereof or obligor thereon may defer or capitalize the remaining portion of the interest due thereon.

“Partial Redemption by Refinancing”: The meaning specified in Section 9.3.

“Partial Redemption Interest Proceeds”: XE “Partial Redemption Interest Proceeds” In connection with a Partial Redemption by Refinancing, Interest Proceeds in an amount equal to the sum of (i) the lesser of (a) the amount of accrued interest on the Classes being refinanced (after giving effect to payments under Section 11.1(a)(i) if the Redemption Date would have been a Distribution Date without regard to the Partial Redemption by Refinancing) and (b) the amount the Portfolio Manager reasonably determines would have been available for distribution under the

Priority of Distributions for the payment of accrued interest on the Classes being refinanced on the next subsequent Distribution Date (or, if the Redemption Date is otherwise a Distribution Date, such Distribution Date) if such Notes had not been refinanced plus (ii) if the Redemption Date is not otherwise a Distribution Date, an amount equal to (a) the amount the Portfolio Manager reasonably determines would have been available for distribution under the Priority of Distributions for the payment of Administrative Expenses with respect to such Partial Redemption by Refinancing on the next subsequent Distribution Date plus (b) the amount of any reserve established by the Issuer with respect to such Partial Redemption by Refinancing.

“Participation Interest”: An interest in a loan acquired indirectly from a Selling Institution by way of participation that, at the time of acquisition, or the Issuer’s commitment to acquire the same, satisfies each of the following criteria:

(x) the loan underlying such participation would constitute a Collateral Obligation were it acquired directly;

(xi) the Selling Institution is a lender on the loan;

(xii) the aggregate participation in the loan granted by such Selling Institution to any one or more participants does not exceed the principal amount or commitment with respect to which the Selling Institution is a lender under such loan;

“Record Date”: As to any applicable Distribution Date, the day which is (x) with respect to Certificated Notes, fifteen (15) days prior to such Distribution Date and (y) with respect to Global Notes, the Business Day prior to the next scheduled payment date.

“Redemption Date”: Any date specified for a redemption of Notes pursuant to Sections 9.2 (Optional Redemption or Redemption Following a Tax Event), 9.3 (Partial Redemption by Refinancing), 9.4 (Redemption Procedures), 9.5 (Notes Payable on Redemption Date) or 9.6 (Clean-Up Call Redemption).

“Redemption Price”: When used with respect to (i) any Class of Notes, (a) an amount equal to 100% of the Aggregate Outstanding Amount thereof (including any Deferred Interest previously added to the principal amount of any Class of Deferred Interest Notes that remains unpaid) plus (b) accrued and unpaid interest thereon, to the Redemption Date; provided that any Holder of a Note may in its sole discretion elect, by written notice to the Issuer, the Trustee, the Paying Agent and the Portfolio Manager, to receive in full payment for the redemption of its Note an amount equal to less than 100% of the Outstanding principal amount of such Note plus accrued and unpaid interest thereon, which lesser amount shall be deemed to be the “Redemption Price” of such Note.

“Reference Banks”: The meaning specified in Exhibit CRate”: With respect to Floating Rate Notes, Term SOFR plus 0.26161%.

Notwithstanding anything in the Indenture to the contrary, if at any time while any Notes are Outstanding, (i) a material disruption to the Term SOFR Reference Rate occurs, (ii) a change in the methodology of calculating the Term SOFR Reference Rate occurs, (iii) the Term SOFR Reference Rate ceases to exist or be reported, or (iv) greater than 50% of the par amount of (A)

quarterly pay floating rate Collateral Obligations or (B) floating rate notes issued in the preceding three months in new issue CLO transactions rely on reference rates other than Term SOFR, (x) the Portfolio Manager (on behalf of the Issuer) shall select, with notice to the Trustee, the Calculation Agent and the Collateral Administrator, an alternative base rate (the “Alternative Rate XE “Alternative Rate” ”) that, in its commercially reasonable judgment, is (a) an industry benchmark rate that is generally accepted in the financial markets as a replacement benchmark for the then-current Reference Rate, (b) a benchmark rate that is used to determine interest payable on at least 50% of all quarterly-pay floating rate Collateral Obligations, (c) the reference rate recognized or acknowledged (whether by letter, protocol, publication of standard terms or otherwise) as a replacement reference rate for the then-current Reference Rate by the Loan Syndications and Trading Association® (“LSTA” XE "LSTA" ) or the Alternative Reference Rates Committee convened by the Federal Reserve (“ARRC” XE "ARRC" ) or similar association or committee or successor thereto, (d) the single quarterly-pay reference rate that is used in calculating the interest rate of at least 50% of the par amount of floating rate notes priced or issued in the preceding three months in new issue collateralized loan obligation transactions or amendments of existing collateralized loan obligation transactions subject to reference rate-related supplemental indentures, (e) the single quarterly-pay reference rate that is used in calculating the interest rate of floating rate notes priced or issued in the preceding six months in at least ten new issue collateralized loan obligation transactions or amendments of existing collateralized loan obligation transactions subject to reference rate-related supplemental indentures and/or (f) with prior written notice to the Controlling Class, any other alternative base rate chosen by the Portfolio Manager unless a Majority of the Controlling Class objects in writing thereto within five Business Days of receipt of written notice thereof; provided that, such Alternative Rate shall be equal to or greater than 0.0%; and (y) all references herein to “Term SOFR” will mean such Alternative Rate selected by the Portfolio Manager.

“Reference Rate Floor Obligation” As of any date, a floating rate Collateral Obligation (a) for which the related Underlying Instruments allow a benchmark rate option, (b) that provides that such benchmark rate is (in effect) calculated as the greater of (i) a specified “floor” rate per annum and (ii) the benchmark rate for the applicable interest period for such Collateral Obligation and (c) that, as of such date, bears interest based on such benchmark rate option, but only if as of such date the benchmark rate for the applicable interest period is less than such floor rate.

“Refinancing”: The meaning specified in Section 9.2(b).

“Refinancing Proceeds”: With respect to any Refinancing, the Cash proceeds received by the Issuer therefrom.

“Register” and “Registrar”: The respective meanings specified in Section 2.6(a).

“Regulation D”: Regulation D, as amended, under the Securities Act.

“Regulation S”: Regulation S, as amended, under the Securities Act.

“Regulation S Global Note”: Any Note sold to a non-“U.S. person” that is a Qualified Purchaser in an “offshore transaction” (each as defined in Regulation S) in reliance on Regulation S and issued in the form of (i) a permanent global note or (ii) a Temporary Global Note.

“Reinvestment Overcollateralization Test”: A test that applies only on or after the last day of the Ramp-Up Period and during the Reinvestment Period, which test will be satisfied as of any Measurement Date if the Overcollateralization Ratio with respect to the Class C Notes as of such Measurement Date is at least equal to 118.1%.

“Reinvestment Period”: The period from and including the Closing Date to and including the earliest of (i) the October 20, 2022, (ii) the date of the acceleration of the Maturity of the Notes pursuant to Section 5.2, provided that, if any such acceleration is rescinded in accordance with the terms of this Indenture and notice is provided to the Rating Agencies, the Reinvestment Period may be reinstated by the Issuer (as directed by the Portfolio Manager), (iii) the end of the Collection Period related to a Redemption Date in connection with an Optional Redemption (other than in connection with a Refinancing or Partial Redemption by Refinancing) and (iv) the date on which the Portfolio Manager reasonably determines and notifies the Issuer, the Rating Agencies, the Trustee and the Collateral Administrator that it can no longer reinvest in additional Collateral Obligations in accordance with Section 12.2 or the Portfolio Management Agreement for a period of not less than 30 days.

“Reinvestment Target Par Balance”: As of any date of determination, an amount equal to the Aggregate Ramp-Up Par Amount minus (x) the amount of any reduction in the Aggregate Outstanding Amount of the Notes through the Priority of Distributions plus (y) the aggregate amount of Principal Proceeds that result from the issuance of any Additional Notes (after giving effect to such issuance of any Additional Notes).

“Securities Account Control Agreement”: The Securities Account Control Agreement dated as of the Closing Date among the Issuer, the Trustee and Wells Fargo Bank, National Association, as Custodian.

“Securities Act”: The United States Securities Act of 1933, as amended from time to time.

“Securities Intermediary”: The meaning specified in Article 8 of the UCC.

“Security Entitlement”: The meaning specified in Article 8 of the UCC.

“Selling Institution”: The entity obligated to make payments to the Issuer under the terms of a Participation Interest (other than a Closing Date Participation Interest).

“Senior Secured Loan”: Any assignment of, Participation Interest in or other interest in a Loan (other than a First-Lien Last-Out Loan) that (i) is secured by a first priority perfected security interest or lien on specified collateral (subject to customary exemptions for permitted liens, including, without limitation, any tax liens), (ii) has the most senior pre‑petition priority (including pari passu with other obligations of the obligor) in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings and (iii) by its terms is not permitted to become subordinate in right of payment to any other obligation of the obligor thereof.

“Senior Unsecured Loan”: Any assignment of or Participation Interest in or other interest in an unsecured Loan that is not subordinated to any other unsecured indebtedness of the obligor.

“SIFMA Website”: The internet website of the Securities Industry and Financial Markets Association, currently located at https://www.sifma.org/resources/general/holidayschedule, or such successor website as identified by the Portfolio Manager to the Trustee and the Calculation Agent.

“Similar Law”: Any local, state, federal or non-U.S. laws that are substantially similar to Section 406 of ERISA or Section 4975 of the Code.

“SOFR”: With respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s website.

“Solvency II Level 2 Regulation”: The meaning specified in the definition of “EU Retention Requirements”.

“Special Redemption”: The meaning specified in Section 9.7.

“Special Redemption Amount”: The meaning specified in Section 9.7.

“Special Redemption Date”: The meaning specified in Section 9.7.

“Specified DIP Amendment”: The meaning specified in Schedule 3.

“Specified Test Items”: The meaning specified in Section 7.17(c).

“Standby Directed Investment”: Wells Fargo Institutional Money Market Account (IMMA) (CUSIP 992925917).

“Stated Maturity”: With respect to any security, the maturity date specified in such security or applicable Underlying Instrument and, with respect to the Notes of any Class, the date specified as such in Section 2.3.

“Step-Down Obligation”: Any obligation (other than a LiborReference Rate Floor Obligation) the Underlying Instruments of which contractually mandate decreases in coupon payments or spread over time (in each case other than decreases that are conditioned upon an improvement in the creditworthiness of the obligor or changes in a pricing grid or based on improvements in financial ratios or other similar coupon or spread‑reset features).

“Step-Up Obligation”: Any obligation which provides for an increase, in the case of an obligation which bears interest at a fixed rate, in the per annum interest rate on such obligation or, in the case of an obligation which bears interest at a floating rate, in the spread over that applicable index or benchmark rate, solely as a function of the passage of time.

“Structured Finance Obligation”: Any obligation of a special purpose vehicle (other than the Notes or any other security or obligation issued by the Issuer) secured directly by, referenced to, or representing ownership of, a pool of receivables or other assets.

“Subordinated Interest”: An economic interest in the Issuer held by the Portfolio Manager, with respect to which interest amounts shall be distributed on each Distribution Date commencing with the second Distribution Date in arrears pursuant to Section 7 of the Portfolio Management Agreement and the Priority of Distributions, in an amount equal to 0.35% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed during the applicable Collection Period) of the Basis Amount at the beginning of the Collection Period relating to such Distribution Date.

“Successor Entity”: The meaning specified in Section 7.10(a).

“Supermajority”: With respect to any Class of Notes, the Holders of at least 66⅔% of the Aggregate Outstanding Amount of the Notes of such Class.

“Surrendered Notes”: Any Notes or beneficial interests in Notes tendered by any Holder or beneficial owner, respectively, for cancellation by the Trustee in accordance with Section 2.10 without receiving any payment.

“Swapped Non-Discount Obligation”: Any Collateral Obligation that would otherwise be considered a Discount Obligation, but that is purchased with the proceeds of a sale of a Collateral Obligation that was not a Discount Obligation at the time of its purchase, will not be considered a Discount Obligation so long as such purchased Collateral Obligation (a) is purchased or committed to be purchased within fifteen (15) days of such sale, (b) is purchased at a purchase price (expressed as a percentage of the par amount of such Collateral Obligation) not less than 65.0% of its principal balance, (c) has an S&P Rating equal to or greater than the S&P Rating of the sold Collateral Obligation and (d) has a stated maturity equal to or shorter than the stated maturity of the sold Collateral Obligation; provided that, the Aggregate Principal Balance of all Collateral

withholding tax liability imposed under Section 1446 of the Code) in an aggregate amount in any Collection Period in excess of U.S.$1,000,000.

“Temporary Global Note”: Any Note sold outside the United States to a non-“U.S. person” (as defined in Regulation S) that is a Qualified Purchaser in reliance on Regulation S and issued in the form of a temporary global security in definitive, fully registered form without interest coupons.

“Term SOFR”: The Term SOFR Reference Rate for the Designated Maturity on the applicable Interest Determination Date, as such rate is published by the Term SOFR Administrator; provided, that if as of 5:00 p.m. (New York time) on any Interest Determination Date the Term SOFR Reference Rate for the Designated Maturity has not been published by the Term SOFR Administrator and an Alternative Rate has not been selected pursuant to the terms thereof, then Term SOFR will be (x) the Term SOFR Reference Rate for the Designated Maturity as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for the Designated Maturity was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than five (5) Business Days prior to such Interest Determination Date or (y) if the Term SOFR Reference Rate cannot be determined in accordance with clause (x) of this proviso,

Term SOFR shall be the Term SOFR Reference Rate as determined on the previous Interest Determination Date.

“Term SOFR Administrator”: CME Group Benchmark Administration Limited, or a successor administrator of the Term SOFR Reference Rate selected by the Portfolio Manager with notice to the Trustee and the Collateral Administrator.

“Term SOFR Reference Rate”: The forward-looking term rate based on SOFR.

“Transaction Documents”: Collectively, this Indenture, the Portfolio Management Agreement, the Collateral Administration Agreement, the Placement Agreement, the Loan Sale Agreement, the Master Participation Agreement, the Retention Undertaking Letter and the Securities Account Control Agreement.

“Transaction Parties”: The Issuer, the Portfolio Manager, the Initial Purchaser, the Retention Holder, the Transferor, the Trustee and the Collateral Administrator.

“Transfer Agent”: The Person or Persons, which may be the Issuer, authorized by the Issuer to exchange or register the transfer of Notes.

“Transfer Certificate”: A duly executed certificate substantially in the form of the applicable Exhibit B.

“Trust Officer”: When used with respect to the Trustee or the Collateral Administrator, as applicable, any officer within the Corporate Trust Office (or any successor group of the Trustee or the Collateral Administrator) authorized to act for and on behalf of the Trustee or the Collateral Administrator, including any vice president, assistant vice president or officer of the Trustee or the Collateral Administrator customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Corporate Trust Office because of such person’s knowledge of and familiarity with the particular subject and in each case having direct responsibility for the administration of this Indenture.

“Trustee”: As defined in the first sentence of this Indenture.

“UCC”: The Uniform Commercial Code as in effect from time to time in the State of New York.

“Uncertificated Security”: The meaning specified in Article 8 of the UCC.

“Underlying Instrument”: The credit agreement or other agreement pursuant to which a Collateral Obligation has been created and each other agreement that governs the terms of or secures the obligations represented by such Collateral Obligation or of which the holders of such Collateral Obligation are the beneficiaries.

“Unregistered Securities”: The meaning specified in Section 5.17(c).

“Unsalable Asset”: (a) (i) A Defaulted Obligation, (ii) an Equity Security, (iii) an obligation received in connection with an Offer, in a restructuring or plan of reorganization with respect to the obligor, or (iv) any other exchange or any other security or debt obligation that is part of the Assets, in the case of (i), (ii) or (iii) in respect of which the Issuer has not received a payment in Cash during the preceding 12 months or (b) any Pledged Obligation identified in the certificate of the Portfolio Manager as having a Market Value of less than $1,000, in each case of (a) and (b) with respect to which the Portfolio Manager certifies to the Trustee that (x) it has made commercially reasonable efforts to dispose of such Pledged Obligation for at least 90 days and (y) in its commercially reasonable judgment such Pledged Obligation is not expected to be saleable for the foreseeable future.

“Unscheduled Principal Payments”: Any principal payments received with respect to a Collateral Obligation during and after the Reinvestment Period as a result of optional redemptions, exchange offers, tender offers, consents or other payments or prepayments made at the option of the issuer thereof.

“U.S. Dollar” or “$”: A dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for all debts, public and private.

“U.S. Government Securities Business Day”: Any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities as indicated on the SIFMA Website.

calculated by assuming that any LiborReference Rate Floor Obligation bears interest at a rate equal to the stated interest rate spread over the Libor interbank offered rateTerm SOFR Reference Rate based index for such LiborReference Rate Floor Obligation and (ii) in calculating the S&P CDO Monitor Adjusted BDR, the Collateral Principal Amount will exclude Principal Proceeds on deposit in the Ramp-Up Account permitted to be designated as Interest Proceeds prior to the first Distribution Date.

“S&P Expected Portfolio Default Rate” means, with respect to all Collateral Obligations with an S&P Rating of “CCC-” or higher, (i) the sum of the product of (x) the Principal Balance of each such Collateral Obligation and (y) the S&P Default Rate divided by (ii) the aggregate principal balance for all such Collateral Obligations.

“S&P Industry Diversity Measure” means a measure calculated by determining the aggregate principal balance of the Collateral Obligations (with an S&P Rating of “CCC-” or higher) within each S&P Industry Classification in the portfolio, then dividing each of these amounts by the aggregate principal balance of the Collateral Obligations (with an S&P Rating of “CCC-” or higher) from all the S&P Industry Classifications in the portfolio, squaring the result for each industry, then taking the reciprocal of the sum of these squares.

“S&P Obligor Diversity Measure” means a measure calculated by determining the aggregate principal balance of the Collateral Obligations (with an S&P Rating of “CCC-” or higher) from each obligor and its affiliates, then dividing each such aggregate principal balance by the aggregate principal balance of Collateral Obligations (with an S&P Rating of “CCC-” or

higher) from all the obligors in the portfolio, then squaring the result for each obligor, then taking the reciprocal of the sum of these squares.

“S&P Regional Diversity Measure” means a measure calculated by determining the aggregate principal balance of the Collateral Obligations (with an S&P Rating of “CCC-” or higher) within each S&P region set forth in S&P’s regions and associated countries table (see “CDO Evaluator 7.2 Parameters Required to Calculate S&P Global Ratings Portfolio Benchmarks,” or such other published table by S&P that the Portfolio Manager provides to the Collateral Administrator), then dividing each of these amounts by the aggregate principal balance of the Collateral Obligations (with an S&P Rating of “CCC-” or higher) from all S&P regions in the portfolio, squaring the result for each region, then taking the reciprocal of the sum of these squares.

“S&P Weighted Average Life” means, on any date of determination, a number calculated by determining the number of years between the current date and the maturity date of each Collateral Obligation (with an S&P Rating of “CCC-”or higher), multiplying each Collateral Obligation’s Principal Balance by its number of years, summing the results of all Collateral Obligations in the portfolio, and dividing such amount by the aggregate principal balance of all Collateral Obligations (with an S&P Rating of “CCC-” or higher).

“S&P Weighted Average Recovery Rate” means, as of any date of determination, the number, expressed as a percentage and determined for the Class A-1 Notes, obtained by summing the products obtained by multiplying the outstanding Principal Balance of each Collateral Obligation (excluding any Defaulted Obligation) by its corresponding recovery rate as determined in accordance with Part I of Schedule 3 hereto, dividing such sum by the aggregate principal

EX-10.34

Exhibit 10.34

Execution Version

SECOND SUPPLEMENTAL INDENTURE

dated as of June 15, 2023 among

ARTICLE I BCC MIDDLE MARKET CLO 2019-1, LTD.

as Issuer

ARTICLE II BCC MIDDLE MARKET CLO 2019-1 CO-ISSUER, LLC

as Co-Issuer and

ARTICLE III WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee to

the Amended and Restated Indenture, dated as of November 30, 2021, among the Co- Issuers and the Trustee

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 15, 2023, among BCC Middle Market CLO 2019-1, Ltd., a private company incorporated with limited liability under the laws of Jersey (the “Issuer”), BCC Middle Market CLO 2019-1 Co-Issuer, LLC, a limited liability company formed under the laws of the State of Delaware (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and Wells Fargo Bank, National Association, a national banking association with trust powers organized under the laws of the United States, as trustee (in such capacity, the “Trustee”), hereby amends the Amended and Restated Indenture, dated as of November 30, 2021 (as amended by the First Supplemental Indenture, dated as of August 2, 2022, the “Indenture”), among the Issuer, the Co- Issuer and the Trustee. Capitalized terms used in this Supplemental Indenture that are not otherwise defined herein have the meanings assigned thereto in the Indenture.

W I T N E S S E T H

WHEREAS, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR, then the Reference Rate shall be the applicable Alternative Rate;

WHEREAS, the Portfolio Manager expects a Benchmark Transition Event and its related Benchmark Replacement Date to occur on or after June 30, 2023 and the Portfolio Manager expects the Benchmark Replacement Rate and Alternative Rate to be the sum of Term SOFR and the applicable Benchmark Replacement Rate Adjustment commencing as of the Interest Determination Date relating to the Interest Accrual Period commencing in July 2023;

WHEREAS, the Relevant Governmental Body has recommended that the spread adjustment for three-month Term SOFR is 0.26161%;

WHEREAS, the Portfolio Manager hereby provides notice to the Issuer, the Trustee (who shall forward such notice to the Holders of the Notes), the Collateral Administrator, the Calculation Agent and the Rating Agency that the Alternative Rate is the Benchmark Replacement Rate;

WHEREAS, pursuant to Section 8.1(xxxi) of the Indenture, without the consent of the Holders of any Notes or any Hedge Counterparty, the Co-Issuers, when authorized by Resolutions, and with the prior written consent of the Portfolio Manager and the Retention Provider, at any time and from time to time subject to the requirements provided in Section 8.1 of the Indenture, following the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, may make any changes determined by the Portfolio Manager in its reasonable judgment to be necessary or advisable to facilitate a change from the Reference Rate to an Alternative Rate;

WHEREAS, the Issuer has determined that the conditions set forth in Article VIII of the Indenture for entry into this Supplemental Indenture have been satisfied as of the date hereof;

WHEREAS, pursuant to Section 8.1 of the Indenture, the Trustee has delivered a copy of this Supplemental Indenture to the Portfolio Manager, the Collateral Administrator, each

Hedge Counterparty, and the holders of the Notes and the Rating Agency not later than ten Business Days prior to the execution hereof; and

WHEREAS, the parties hereto intend for the amendments set forth herein to take effect on June 30, 2023 or on such earlier date that the Portfolio Manager notifies the Trustee (which may be via email) that a Benchmark Transition Event and its related Benchmark Replacement Date has occurred (the “Amendment Effective Date”);

NOW, THEREFORE, based upon the above recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

SECTION 1. Amendments. The Indenture is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Indenture attached as Exhibit A hereto, effective as of the Amendment Effective Date. For the avoidance of doubt, the Floating Rate Notes will continue to accrue interest using LIBOR as the Reference Rate for the remainder of the Interest Accrual Period following the Amendment Effective Date.

SECTION 2. Effect of Supplemental Indenture.

(a) Upon execution of this Supplemental Indenture, the Indenture shall be, and be deemed to be, modified and amended, effective as of the Amendment Effective Date, in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the Co-Issuers shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Supplemental Indenture shall be deemed to be part of the terms and conditions of the Indenture for any and all purposes. Except as modified and expressly amended by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

(b) Except as expressly modified herein, the Indenture shall continue in full force and effect in accordance with its terms. All references in the Indenture to the Indenture or to “this Indenture” shall apply mutatis mutandis to the Indenture as modified by this Supplemental Indenture. The Trustee shall be entitled to all rights, protections, immunities and indemnities set forth in the Indenture as fully as if set forth in this Supplemental Indenture.

SECTION 3. Binding Effect.

The provisions of this Supplemental Indenture shall be binding upon and inure to the benefit of the Co-Issuers, the Trustee, the Portfolio Manager, the Collateral Administrator, the Holders and each of their respective successors and assigns.

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SECTION 4. Acceptance by the Trustee.

The Trustee accepts the amendments to the Indenture as set forth in this Supplemental Indenture and agrees to perform the duties of the Trustee upon the terms and conditions set forth herein and in the Indenture, subject to its protections, immunities and indemnitees set forth therein and herein. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Co-Issuers and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto.

SECTION 5. Execution, Delivery and Validity.

The Issuer and the Co-Issuer each represents and warrants to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by the Issuer or the Co- Issuer, as applicable, and constitutes its legal, valid and binding obligation, enforceable against the Issuer and the Co-Issuer in accordance with its terms. If the Portfolio Manager provides written notice to the Trustee (which may be via email) that the Amendment Effective Date has occurred prior to June 30, 2023, the Trustee shall forward such notice to the Holders by posting it to its Website.

SECTION 6. GOVERNING LAW.

THIS SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Counterparts.

This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. This Supplemental Indenture (and each related document, modification and waiver in respect of this Supplemental Indenture) may be executed and delivered in counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg file or any electronic signature complying with the U.S. federal ESIGN Act of 2000, including Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Issuer and reasonably available at no undue burden or expense to the Trustee), each of which shall be deemed an original, and all of which together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Supplemental Indenture by facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture and shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person. The Trustee shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.

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SECTION 8. Limited Recourse; Non-Petition.

Notwithstanding any other provision of this Supplemental Indenture, Sections 2.8(i) and 5.4(d) of the Indenture are incorporated herein by reference thereto, mutatis mutandis.

SECTION 9. Direction.

By their signatures hereto, the Co-Issuers hereby direct the Trustee to execute this Supplemental Indenture and acknowledge and agree that the Trustee shall be fully protected in relying upon the foregoing consent and direction and hereby release the Trustee and its respective officers, directors, agents, employees and shareholders, as applicable, from any liability for complying with such direction.

SECTION 10. Portfolio Manager Notice.

The Portfolio Manager, by its execution of this Supplemental Indenture, hereby notifies the Issuer, Collateral Administrator, the Calculation Agent, the Trustee and the Holders that a Benchmark Transition Event and its related Benchmark Replacement Date will have occurred on June 30, 2023 in respect of LIBOR (unless otherwise notified by the Portfolio Manager prior to such date) and that the Alternative Rate is the Benchmark Replacement Rate. The Portfolio Manager hereby instructs and directs the Trustee to provide a copy of this Supplemental Indenture to each Holder and in doing so the Portfolio Manager hereby states that the notice required by the definition of “Alternative Rate” has been provided.

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IN WITNESS WHEREOF, we have set our hands as of the day and year first

written above.

	BCC MIDDLE MARKET CLO 2019-1, LTD., as Issuer
By:	/s/ Nicolas Rogivue
Name:	Nicolas Rogivue
Title:	Director

BCC MIDDLE MARKET CLO 2019-1 CO-

ISSUER, LLC, as Co-Issuer

By: /s/ Edward L. Truitt Jr. Name: Edward L. Truitt Jr.

Title: Independent Manager

Wells Fargo Bank, National

Association, as Trustee

By: /s/ Thomas J. Gateau Name: Thomas J. Gateau

Title: Vice President

CONSENTED TO BY:

BAIN CAPITAL SPECIALTY FINANCE, INC.,

as Portfolio Manager

By: BCSF Advisors, LP.,

its Advisor

By: /s/ Sally Fassler Dornaus Name: Sally Fassler Dornaus

Title: Partner/CFO-Bain Capital Credit, LP

CONSENTED TO BY:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Administrator and Calculation Agent

By: Computershare Trust Company, N.A., as its attorney in fact

By: /s/ Thomas J. Gateau Name: Thomas J. Gateau

Title: Vice President

Exhibit A

[Attached]

EXECUTION VERSION

Conformed through FirstSecond Supplemental Indenture dated as of August 2, 2022

BCC MIDDLE MARKET CLO 2019-1, LTD., Issuer,

BCC MIDDLE MARKET CLO 2019-1 CO-ISSUER, LLC, Co-Issuer,

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee

AMENDED AND RESTATED INDENTURE

Dated as of November 30, 2021

Re-Pricing Eligible Notes	No	No	Yes	Yes	N/A
Form	Book‑Entry (Physical for AIs)	Book‑Entry (Physical for AIs)	Book‑Entry (Physical for AIs)	Book‑Entry (Physical for AIs)	Physical
Non-U.S. Holders Permitted	Yes	Yes	Yes	Yes	No

________

* The spread over the Reference Rate (or, in the case of any Fixed Rate Notes, the Interest Rate) applicable to any Class of Re-Pricing Eligible Notes may be reduced in connection with a Re‑Pricing of such Class of Re-Pricing Eligible Notes, subject to the conditions set forth in Section 9.8.

** The initial Reference Rate with respect to the Floating Rate Notes will be LIBORTerm SOFR plus 0.26161%. The Reference Rate for calculating interest on the Notes may be replaced with an Alternative Rate as set forth herein.

*** An exception to the minimum denominations may be granted by the Issuer in accordance with Article VIII hereof.

The Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the “Authorized Denominations”); provided that an exception to the minimum denominations may be granted by the Issuer solely to allow for compliance with applicable Risk Retention Regulations.

Section 2.4. Additional Notes.At any time during the Reinvestment Period or, solely in the case of a Risk Retention Issuance, during and after the Reinvestment Period, subject to (x) the written approval of the Portfolio Manager, the Retention Holder and the Issuer and (y) solely in the case of an additional issuance of any Class A-1-R Notes (other than any such additional issuance that is a Risk Retention Issuance or that is being made contemporaneously with a Refinancing or Partial Redemption by Refinancing of the Class A-1-R Notes, as applicable), a Majority of the Class A-1-R Notes, the Applicable Issuers may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue and sell Additional Notes (including a Risk Retention Issuance) of (1) each Class and/or (2) with notice to the Rating Agency, additional secured or unsecured notes of one or more new classes that are junior in right of payment to the Notes (such Additional Notes, “Junior Mezzanine Notes”) up to, in the case of an additional issuance of a Class of Notes (other than a Risk Retention Issuance), an aggregate maximum amount of Additional Notes equal to 100% of the original principal amount of each such Class of Notes; provided that (i) the Applicable Issuers shall comply with the requirements of Sections 2.6, 3.2, 7.9 and 8.1, (ii) solely with respect to an additional issuance of such Notes, the Issuer provides notice of such issuance to each Rating Agency then rating a Class of Notes, (iii) solely with respect to an additional issuance of Notes (other than a Risk Retention Issuance), immediately after giving effect to such issuance and the application of the net proceeds thereof, each Overcollateralization Ratio Test is maintained or improved, (iv) the issuance of such Notes shall be proportional across all Classes of Notes that are rated by a Rating Agency (including additional Notes of any Class of Notes issued on the Refinancing Date); provided, that a larger proportion of Junior Mezzanine Notes may be issued, (v) the proceeds of any Additional Notes (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds, used to purchase additional Collateral Obligations or, solely with the proceeds of an issuance of additional Junior Mezzanine Notes, applied as otherwise permitted under this Indenture (including for application to any Permitted Use); provided that the Issuer has consented to treating as Principal Proceeds any proceeds of an additional issuance in excess of the Reinvestment Target Par Balance, (vi) for any issuance other than a Risk Retention Issuance, Tax Advice shall be delivered to the Trustee to the effect that (A) such additional issuance will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or to be subject to U.S. federal income tax on a net basis (including any withholding tax liability under Section 1446 of

observance by any other Person of any of the covenants, agreements or other terms or conditions set forth in the Transaction Documents or in any related document, (v) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of any Transaction Document, any related document or any other agreement, instrument or document, or (vi) the satisfaction of any condition set forth in any Transaction Document or any related document;

(x) the Trustee shall not be required to take any action under any Transaction Document or any related document if taking such action (A) would subject the Trustee to a tax in any jurisdiction where it is not then subject to a tax, or (B) would require the Trustee to qualify to do business in any jurisdiction where it is not then so qualified;

(y) the Trustee shall have no obligation to monitor or enforce compliance with the U.S. Risk Retention Rules or the Securitization Laws;

(z) neither the Trustee nor the Collateral Administrator shall have any responsibility or liability for electing, determining or verifying any non-LIBORnon-SOFR base rate (including, without limitation, whether such rate is an Alternative Rate or whether the conditions to the adoption of an Alternative Rate have been satisfied); and

(aa) in order to comply with its Customer Identification Program obligations under the USA PATRIOT Act and related regulations, the Trustee shall have the right to request from certain parties, including but not limited to the Issuer, the Co-Issuer, the Portfolio Manager and the Holders, such information as it deems necessary or appropriate to identify and verify each party’s identity, including without limitation, each party’s name, physical address, tax identification number, organizational documents, certificate of good standing, license to do business, or other pertinent identifying information.

Section 6.4. Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, other than the Certificate of Authentication thereon, shall be taken as the statements of the Applicable Issuers; and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Indenture (except as may be made with respect to the validity of the Trustee’s obligations hereunder), the Assets or the Notes. The Trustee shall not be accountable for the use or application by the Co-Issuers of the Notes or the proceeds thereof or any Money paid to the Co-Issuers pursuant to the provisions hereof.

Section 6.5. Trustee May Hold Notes. The Trustee, any Paying Agent, the Registrar or any other agent of the Co-Issuers, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Co-Issuers or any of their respective Affiliates with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.

Section 6.6. Money Held in Trust. Money held by the Trustee hereunder shall be held in trust to the extent required herein. The Trustee shall be under no liability for interest on any Money received by it hereunder, except in its capacity as the Bank to the extent of income or other gain on investments which are deposits in or certificates of deposit of the Bank in its commercial capacity and income or other gain actually received by the Trustee on Eligible Investments.

pledging, contracting for the management of and otherwise dealing with Collateral Obligations and the other Assets in connection therewith, and entering into Hedge Agreements, the Collateral Administration Agreement, the Securities Account Control Agreement, the Portfolio Management Agreement and other agreements specifically contemplated by this Indenture, and the Co-Issuer shall not engage in any business or activity other than issuing, selling, paying and redeeming the Notes and to be issued by it pursuant to this Indenture and, with respect to the Issuer and the Co-Issuer, such other activities which are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith or ancillary thereto. The Issuer and the Co-Issuer may amend, or permit the amendment of, the provisions of the certificate of incorporation and Memorandum and Articles, and the certificate of formation and limited liability company agreement of the Co-Issuer, respectively, which related to their bankruptcy remote nature or separateness covenants only if such amendment would satisfy the Fitch Rating Condition.

Section 7.13. Annual Rating Review. So long as any of the Notes of any Class remains Outstanding, on or before December 31st in each year, commencing in 2022, the Co-Issuers shall obtain and pay for an annual review of the rating of each such Class of Notes from each Rating Agency, as applicable. The Co-Issuers shall promptly notify the Trustee and the Portfolio Manager in writing (and the Trustee shall promptly provide the Holders with a copy of such notice upon request) if at any time the rating of any such Class of Notes has been, or is known shall be, changed or withdrawn.

Section 7.14. Reporting. At any time when the Co-Issuers are not subject to Section 13 or 15(d) of the Exchange Act and are not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder or beneficial owner of a Note, the Co-Issuers shall promptly furnish or cause to be furnished “Rule 144A Information” to such Holder or beneficial owner, to a prospective purchaser of such Notes designated by such Holder or beneficial owner, or to the Trustee for delivery upon an Issuer Order to such Holder or beneficial owner or a prospective purchaser designated by such Holder or beneficial owner, as the case may be, in order to permit compliance by such Holder or beneficial owner of such Notes with Rule 144A under the Securities Act in connection with the resale of such Notes by such Holder or beneficial owner of such Notes, respectively. “Rule 144A Information” shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

Section 7.1.5 Calculation Agent. (a) The Issuer hereby agrees that for so long as any Notes remain Outstanding there shall at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Portfolio Manager or its Affiliates) to calculate LIBORthe Reference Rate in respect of each Interest Accrual Period (or, for the first Interest Accrual Period after the Refinancing Date, each portion thereof) (the “Calculation Agent”). The Issuer hereby appoints the Collateral Administrator as Calculation Agent. The Calculation Agent may be removed by the Issuer or the Portfolio Manager, on behalf of the Issuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Portfolio Manager, on behalf of the Issuer, shall promptly appoint a replacement Calculation Agent which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Portfolio Manager or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed.

(bb) The Calculation Agent shall be required to agree (and the Collateral Administrator as Calculation Agent does hereby agree) that, as soon as possible after 11:00 a.m. London5:00 a.m. Chicago time on each Interest Determination Date but in no event later than 11:00 a.m. New York time on the London BankingU.S. Government Securities Business Day immediately following each Interest Determination Date, the Calculation Agent shall calculate the Interest Rate for each Class of Floating Rate Notes for the next Interest Accrual Period (or, with respect to each Interest Determination Date during the first Interest Accrual Period after the Refinancing Date, the related portion of such period) and the Notes Interest Amount for each Class of Floating Rate Notes (in each case, rounded to the nearest cent, with half a cent being rounded upward) for the next Interest Accrual Period (or, with respect to each Interest Determination Date during the first Interest Accrual Period, the related portion of such period), on the related Distribution Date. At such time the Calculation Agent shall communicate such rates and amounts to the Co-Issuers, the Trustee, each Paying Agent, the Portfolio Manager, Euroclear and Clearstream. The Calculation Agent shall also specify to the Co-Issuers the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Co-Issuers before 5:00 p.m. (New York time) on every Interest Determination Date if it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent’s determination of the foregoing rates and amounts for any Interest Accrual Period shall (in the absence of manifest error) be final and binding upon all parties.

(cc) The Calculation Agent and the Trustee shall have no (i) responsibility or liability ‎for the selection or determination of an Alternative Rate, a Benchmark Replacement ‎Rate or a Fallback Rate as a successor or replacement reference rate to LIBORthe then-current Reference Rate (including any ‎Benchmark Replacement Rate Adjustment or Reference Rate Modifier or whether the conditions ‎precedent to the selection of such rate have been satisfied or whether a Benchmark Replacement ‎Date or Benchmark Transition Event has occurred) and shall be entitled to rely upon any ‎designation of such a rate pursuant to the terms hereof and (ii) liability for any failure or delay in ‎performing its duties hereunder as a result of the unavailability of a “LIBOR” ratethe then-current Reference Rate as described in ‎the definition thereof‎.

Section 7.1.6 Certain Tax Matters. (a) The Issuer shall treat the Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes, except as otherwise required by law.

(b) The Issuer has not and will not elect or take any other action that would cause it to be treated as an association taxable as a corporation for U.S. federal, state or local income or franchise tax purposes and shall make any election necessary to avoid classification as an association taxable as a corporation for U.S. federal, state or local income or franchise tax purpose.

(c) The Issuer will treat each purchase of Collateral Obligations as a “purchase” for tax accounting and reporting purposes; provided that a purchase by the Issuer of a Collateral Obligation from a person whom the Issuer is disregarded as a separate entity will not be recognized.

(d) The Issuer shall file, or cause to be filed, any tax returns, including information tax returns, required by any Governmental Authority.

For the avoidance of doubt, (A) for the purposes of calculating compliance with clause (ix) of the Concentration Limitations, an Obligor will not be considered an “Affiliate” of any other Obligor solely due to the fact that each such Obligor is under the control of the same financial sponsor and (B) Obligors in respect of Collateral Obligations shall be deemed not to be Affiliates if they have distinct corporate family ratings and/or distinct issuer credit ratings.

“Agent Members”: Members of, or participants in, DTC, Euroclear or Clearstream.

“Aggregate Excess Funded Spread”: As of any Measurement Date, the amount obtained by multiplying:

(a) the amount equal to the Reference Rate applicable to the Floating Rate Notes during the Interest Accrual Period (or portion thereof, in the case of the first Interest Accrual Period) in which such Measurement Date occurs; by

(b) the amount (not less than zero) equal to (i) the Aggregate Principal Balance (including for this purpose any capitalized interest) of the Collateral Obligations (excluding any Defaulted Obligations) as of such Measurement Date minus (ii) the Reinvestment Target Par Balance.

“Aggregate Funded Spread”: As of any Measurement Date, the sum of:

(c) in the case of each floating rate Collateral Obligation (excluding any Defaulted Obligation) that bears interest at a spread over a London interbank offered rate-basedTerm SOFR Reference Rate based index, (i) the stated interest rate spread (excluding any Deferrable Security to the extent of any non-cash interest and the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation) on such Collateral Obligation above such index multiplied by (ii) the Principal Balance (including for this purpose any capitalized interest but excluding the unfunded portion of any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation) of such Collateral Obligation; and

(d) in the case of each floating rate Collateral Obligation (excluding any Defaulted Obligation) that bears interest at a spread over an index other than a London interbank offered rate-basedTerm SOFR Reference Rate based index, (i) the excess of the sum of such spread and such index (excluding any Deferrable Security to the extent of any non-cash interest and the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation) over the Reference Rate as of the immediately preceding Interest Determination Date (which spread or excess may be expressed as a negative percentage) multiplied by (ii) the Principal Balance (including for this purpose any capitalized interest but excluding the unfunded portion of any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation) of each such Collateral Obligation; provided that, for purposes of both clauses (a) and (b) of this definition, the interest rate spread with respect to any floating rate Collateral Obligation that has a floor based on the London interbank offer ratefloating rate index floor will be deemed to be the stated interest rate spread plus, if positive, (x) the value of such floor minus (y) the Reference Rate as of the immediately preceding Interest Determination Date.

(a) the first alternative set forth in the order below that can be determined by the Portfolio Manager as of the Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the applicable Benchmark Replacement Rate Adjustment;

(1) (2) the sum of: (a) Daily Simple SOFR and (b) the applicable Benchmark Replacement Rate Adjustment;

(2) (3) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for then-current three month LiborReference Rate and (b) the applicable Benchmark Replacement Rate Adjustment; or

(3) (4) if none of clauses (1) through (32) above applies, the rate selected by the Portfolio Manager, with the consent of a Majority of the Controlling Class, after giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Reference Rate; and

(b) the reference rate being used by at least 50% of the Aggregate Principal Balance of the floating rate Collateral Obligations included in the Assets.

All such determinations made by the Portfolio Manager as described above shall be conclusive and binding and, absent manifest error, may be made in the Portfolio Manager’s sole discretion, and shall become effective without consent from any other party.

“Benchmark Replacement Rate Adjustment”: With respect to any replacement of the then-current Reference Rate with an Unadjusted Benchmark Replacement Rate, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Portfolio Manager as of the Benchmark Replacement Date, giving due consideration to the first alternative set forth below:

(1) the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected, endorsed or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement Rate; and

(2) any industry-accepted spread adjustment or method for calculating or determining such spread adjustment for the replacement of the then-current Reference Rate with the applicable Unadjusted Benchmark Replacement Rate for Dollar-denominated collateralized loan obligation securitization transactions at such time.

“Benchmark Transition Event”: The occurrence of one or more of the following events with respect to the then-current Reference Rate: (a) public statement or publication of information by or on behalf of the administrator of the Reference Rate announcing that such administrator has ceased or will cease to provide the Reference Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to

members, independent directors or independent managers thereof before such trust, corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

“Information Agent”: The meaning specified in Section 14.16(a).

“Initial Rating”: With respect to any Class of Notes, the rating or ratings, if any, indicated in Section 2.3.

“Instrument”: The meaning specified in Article 9 of the UCC.

“Interest Accrual Period”: The period from and including the Refinancing Date to but excluding the first Distribution Date, and each succeeding period from and including each Distribution Date to but excluding the following Distribution Date until the principal of the Notes are paid or made available for payment.

“Interest Collection Account”: The account established pursuant to Section 10.2(a) and designated as the “Interest Collection Account”.

“Interest Coverage Ratio”: With respect to any designated Class or Classes of Notes, as of any date of determination on or after the Determination Date immediately preceding the second Distribution Date, the percentage derived from dividing:

(e) the sum of (i) the Collateral Interest Amount as of such date of determination minus (ii) amounts payable (or expected as of the date of determination to be payable) on the following Distribution Date as set forth in clauses (A), (B) and (C) of Section 11.1(a)(i); by

(f) interest due and payable on the Notes of such Class or Classes, each Priority Class of Notes and each pari passu Class of Notes (excluding Deferred Interest but including any interest on Deferred Interest with respect to any such Class or Classes) on such Distribution Date.

For the avoidance of doubt, deferred Base Management Fees will be included in clause (a)(ii) as an amount payable pursuant to Section 11.1(a)(i)(B) only to the extent such amount (or portion thereof) may be payable on such Distribution Date pursuant to the Priority of Distributions.

“Interest Coverage Test”: A test that is satisfied with respect to any Class or Classes of the Notes if, as of any date of determination, (i) the Interest Coverage Ratio for such Class or Classes is at least equal to the applicable Required Coverage Ratio for such Class or Classes or (ii) such Class or Classes of Notes is no longer Outstanding.

“Interest Determination Date”: With respect to each Interest Accrual Period, the second London BankingU.S. Government Securities Business Day preceding the first day of such Interest Accrual Period.

the lender/participant. The lender/participant may or may not be obligated to collateralize its funding obligations to the LOC Agent Bank.

“LIBOR”: With respect to the Floating Rate Notes, for any Interest Accrual Period (other than the first Interest Accrual Period), the greater of (i) 0.0% and (ii)(a) the rate appearing on the Reuters Screen (the “Screen Rate{xe "Screen Rate"}”) for deposits with a term of the Designated Maturity as of 11:00 a.m., London time, on the Interest Determination Date or (b) if such rate is unavailable at the time LIBOR is to be determined, LIBOR shall be determined on the basis of the rates at which deposits in U.S. Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the Interest Determination Date to prime banks in the London interbank market for a period approximately equal to such Interest Accrual Period and an amount approximately equal to the aggregate outstanding amount of the Notes. The Calculation Agent will request the principal London office of each Reference Bank to provide a quotation of its rate. If at least two such quotations are provided, LIBOR will be the arithmetic mean of such quotations (rounded upward to the next higher 1/100). If fewer than two quotations are provided as requested, LIBOR with respect to such Interest Accrual Period will be the arithmetic mean of the rates quoted (rounded upward to the next higher 1/100) by three major banks in New York, New York selected by the Portfolio Manager with notice to the Calculation Agent after consultation with the Portfolio Manager at approximately 11:00 a.m., New York time, on such Interest Determination Date for loans in U.S. Dollars to leading European banks for a term approximately equal to such Interest Accrual Period and an amount approximately equal to the aggregate outstanding principal amount of the Notes. If the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures described above, LIBOR will be LIBOR as determined on the previous Interest Determination Date. “LIBOR,” when used with respect to a Collateral Obligation, means the “Libor” rate determined in accordance with the terms of such Collateral Obligation.

“Loan”: Any obligation for the payment or repayment of borrowed money that is documented by a term loan agreement, revolving loan agreement or similar credit agreement.

“Loan Sale Agreement”: The loan sale agreement, dated as of the Closing Date, as amended from time to time in accordance with the terms thereof, by and between the Transferor and the Issuer.

“London Banking Day”: A day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London, England.

“Long-Dated Obligation”: An obligation that has a scheduled maturity later than the earliest Stated Maturity of the Notes.

“Maintenance Covenant”: A covenant by any borrower to comply with one or more financial covenants during each reporting period, whether or not such borrower has taken any specified action; provided that a covenant that otherwise satisfies the definition hereof and only applies to a related loan when specified amounts are outstanding under such loan shall be a Maintenance Covenant.

“Record Date”: As to any applicable Distribution Date, the day which is (x) with respect to the Certificated Notes, fifteen (15) days prior to such Distribution Date and (y) with respect to Global Notes, the Business Day prior to the next scheduled payment date.

“Redemption Date”: Any date specified for a redemption of Notes pursuant to Sections 9.2 (Optional Redemption or Redemption Following a Tax Event), 9.3 (Partial Redemption by Refinancing), 9.4 (Redemption Procedures), 9.5 (Notes Payable on Redemption Date) or 9.6 (Clean-Up Call Redemption).

“Redemption Price”: When used with respect to (i) any Class of Notes, (a) an amount equal to 100% of the Aggregate Outstanding Amount thereof (including any Deferred Interest previously added to the principal amount of any Class of Deferred Interest Notes that remains unpaid) plus (b) accrued and unpaid interest thereon, to the Redemption Date; provided that any Holder of Notes may in its sole discretion elect, by written notice to the Issuer, the Trustee, the Paying Agent and the Portfolio Manager, to receive in full payment for the redemption of its Notes an amount equal to less than 100% of the Outstanding principal amount of such Notes plus accrued and unpaid interest thereon, which lesser amount shall be deemed to be the “Redemption Price” of such Notes.

“Reference Banks”: With respect to calculating LIBOR, any four major banks in the London market selected by the Calculation Agent after consultation with the Portfolio Manager.

“Reference Rate”: The greater of (A) zero and (B)(i) LIBORTerm SOFR plus 0.26161% or (ii) the Alternative Rate adopted in accordance with this Indenture (as such rate may be modified in accordance with the terms thereof). For the avoidance of doubt, with respect to the adoption of an Alternative Rate, the Calculation Agent shall have no obligation other than to calculate the Interest Rates based upon such Alternative Rate.

“Reference Rate Floor Obligation”: As of any date, a floating rate Collateral Obligation (a) for which the related Underlying Instruments allow an interest rate option based on the then-current Reference Rate, (b) that provides that such interest rate is (in effect) calculated as the greater of (i) a specified “floor” rate per annum and (ii) the Reference Rate for the applicable interest period for such Collateral Obligation and (c) that, as of such date, bears interest based on such interest rate option, but only if as of such date the Reference Rate for the applicable interest period is less than such floor rate.

“Refinancing”: The meaning specified in Section 9.2(b).

“Refinancing Date”: November 30, 2021.

“Refinancing Date Certificate”: Any certificate of an Authorized Officer of the Issuer delivered under Section 3.1.

“Refinancing Date Par Amount”: U.S.$500,000,000.

“Refinancing Proceeds”: With respect to any Refinancing, the Cash proceeds received by the Issuer therefrom.

the Reinvestment Target Par Balance, (B) each test specified in the definition of Collateral Quality Test is satisfied and (C) each Overcollateralization Ratio Test is satisfied; (2) such period will not be a Restricted Trading Period (so long as such Fitch rating has not been further downgraded, withdrawn or put on watch for potential downgrade) upon the direction of the Majority of the Controlling Class, which direction shall remain in effect until the earlier of (i) a further downgrade or withdrawal of such Fitch rating that, disregarding such direction, would cause the conditions set forth above to be true and (ii) a subsequent direction to the Issuer (with a copy to the Trustee and the Collateral Administrator) by a Majority of the Controlling Class declaring the beginning of a Restricted Trading Period and (3) no Restricted Trading Period will restrict any sale of a Collateral Obligation entered into by the Issuer at a time when a Restricted Trading Period was not in effect, regardless of whether such sale has settled.

“Retention Basis Amount”: On any date of determination, an amount used for determining the amount of EU/UK Retained Interest and in determining compliance with the EU/UK Risk Retention Requirements and in determining whether a Retention Deficiency has occurred and equal to the Collateral Principal Amount on such date with the following adjustments: (i) Defaulted Obligations will be included in the Collateral Principal Amount and the Principal Balances thereof will be deemed to equal their respective outstanding principal amounts, and (ii) any security owned by the Issuer will be included in the Collateral Principal Amount with a Principal Balance determined as follows: (a) in the case of a debt obligation or other debt security, the principal amount outstanding of such obligation or security; (b) in the case of an equity security received upon a “debt for equity swap” in relation to a restructuring or other similar event, the principal amount outstanding of the debt which was swapped for the equity security; and (c) in the case of any other equity security, the nominal value thereof as determined by the Portfolio Manager.

“Retention Deficiency”: As of any date of determination (as reported by the Retention Holder to the Issuer and the Trustee), an event which occurs if the aggregate principal amount outstanding of Interests held by the Retention Holder is less than 5% of the Retention Basis Amount and as a result the EU/UK Risk Retention Requirements are not or would not be complied with.

“Retention Holder”: As of the Refinancing Date, Bain Capital Specialty Finance, Inc., in its respective capacities as EU/UK Retention Holder and U.S. Retention Holder, as applicable, together with its successors and assigns.

“Retention Undertaking Letter”: The amended and restated letter from the Portfolio Manager and the EU/UK Retention Holder, dated as of the Refinancing Date, and addressed to the Issuer, the Placement Agent and the Trustee pursuant to which the Portfolio Manager and the EU/UK Retention Holder, as applicable, will make certain undertakings and agreements in respect of the Securitization Laws, which shall replace and supersede the EU retention undertaking letter entered into on the Closing Date.

“Reuters Screen”: The rates for deposits in dollars which appear on the Reuters Screen LIBOR 01 Page (or such other page that may replace that page on such service for the purpose of displaying comparable rates) on the Bloomberg Financial Markets Commodities News as of 11:00 a.m., London time, on the Interest Determination Date.

“Selling Institution”: The entity obligated to make payments to the Issuer under the terms of a Participation Interest.

“Senior Secured Loan”: Any assignment of, Participation Interest in or other interest in a Loan (other than a First-Lien Last-Out Loan) that (i) is not (and cannot by its terms become) subordinate in right of payment to any other obligation of the Obligor of the Loan for borrowed money (other than with respect to liquidation preferences for trade claims, capitalized leases or similar obligations in respect of pledged collateral that collectively do not comprise a material portion of the collateral securing such Loan and Super Senior Revolvers), (ii) is secured by a valid first-priority perfected security interest or lien in, to or on specified collateral (subject to customary exceptions for permitted liens, including without limitation, tax liens) securing the Obligor’s obligations under the Loan and (iii) the value of the collateral securing the Loan at the time of purchase together with other attributes of the Obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Portfolio Manager, not to be called into question as a result of subsequent events) to repay the Loan in accordance with its terms and to repay all other Loans of equal seniority secured by a first lien or security interest in the same collateral.

“SIFMA Website”: The internet website of the Securities Industry and Financial Markets Association, currently located at https://www.sifma.org/resources/general/holidayschedule, or such successor website as identified by the Portfolio Manager to the Trustee and the Calculation Agent.

“Similar Law”: Any state, local, other federal or non-U.S. laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code.

“SOFR”: With respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s website.

“Special Redemption”: The meaning specified in Section 9.7.

“Special Redemption Amount”: The meaning specified in Section 9.7.

“Special Redemption Date”: The meaning specified in Section 9.7.

“Special Shareholder”: Maples Trustees (Jersey) Limited, a company incorporated in Jersey, being the holder of the Special Voting Share issued by the Issuer.

“Special Voting Share”: The meaning specified in the Memorandum and Articles.

“Specified DIP Amendment”: The meaning specified in Schedule 3.

“Standby Directed Investment”: Goldman Sachs Government Obligations MMF #465 (FGTXX).

5% or more of Scheduled Distributions for any Collection Period, or (ii) any jurisdiction imposing net income, profits or similar Tax on the Issuer (including, for this purpose, any withholding tax liability imposed under Section 1446 of the Code) in an aggregate amount in any Collection Period in excess of U.S.$1,000,000.

“Term SOFR”: The Term SOFR Reference Rate for the Designated Maturity on the applicable Interest Determination Date, as such rate is published by the Term SOFR Administrator; provided, that if as of 5:00 p.m. (New York time) on any Interest Determination Date the Term SOFR Reference Rate for the Designated Maturity has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be (x) the Term SOFR Reference Rate for the Designated Maturity as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for the Designated Maturity was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than five (5) Business Days prior to such Interest Determination Date or (y) if the Term SOFR Reference Rate cannot be determined in accordance with clause (x) of this proviso, Term SOFR shall be the Term SOFR Reference Rate as determined on the previous Interest Determination Date.

“Term SOFR Administrator”: CME Group Benchmark Administration Limited, or a successor administrator of the Term SOFR Reference Rate selected by the Portfolio Manager with notice to the Trustee and the Collateral Administrator.

“Term SOFR Reference Rate”: The forward-looking term rate for an index maturity of three months based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Transaction Documents”: Collectively, this Indenture, the Portfolio Management Agreement, the Collateral Administration Agreement, the Placement Agreement, the Loan Sale Agreement, the Master Participation Agreements, the Retention Undertaking Letter, the Administration Agreement and the Securities Account Control Agreement.

“Transaction Parties”: The Issuer, the Co-Issuer, the Portfolio Manager, the Placement Agent, the Retention Holder, the Transferor, the Trustee, the Collateral Administrator and the Administrator.

“Transfer Agent”: The Person or Persons, which may be the Issuer, authorized by the Issuer to exchange or register the transfer of Notes.

“Transfer Certificate”: A duly executed certificate substantially in the form of the applicable Exhibit B.

“Transferor”: Bain Capital Specialty Finance, Inc., in its capacity as transferor under the Loan Sale Agreement.

“Treasury”: The United States Department of the Treasury.

“Trust Officer”: When used with respect to the Trustee or the Collateral Administrator, as applicable, any officer within the Corporate Trust Office (or any successor group of the Trustee or the Collateral Administrator) authorized to act for and on behalf of the Trustee or the Collateral Administrator, including any vice president, assistant vice president or officer of the Trustee or the Collateral Administrator customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Corporate Trust Office because of such person’s knowledge of and familiarity with the particular subject and in each case having direct responsibility for the administration of this Indenture.

“Trustee”: As defined in the first sentence of this Indenture.

“UCC”: The Uniform Commercial Code as in effect from time to time in the State of New York.

“UK Securitization Regulation”: Regulation (EU) 2017/2402 as it forms part of domestic UK law by virtue of the EUWA, as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019 (SI 2019/660), as in effect on the Refinancing Date.

“Uncertificated Security”: The meaning specified in Article 8 of the UCC.

“Unadjusted Benchmark Replacement Rate”: The Benchmark Replacement Rate excluding the Benchmark Replacement Rate Adjustment.

“Underlying Instrument”: The credit agreement or other agreement pursuant to which a Collateral Obligation has been created and each other agreement that governs the terms of or secures the obligations represented by such Collateral Obligation or of which the holders of such Collateral Obligation are the beneficiaries.

“Unregistered Securities”: The meaning specified in Section 5.17(c).

“Unsalable Asset”: (a) (i) A Defaulted Obligation, (ii) an Equity Security, (iii) an obligation received in connection with an Offer, in a restructuring or plan of reorganization with respect to the obligor, or (iv) any other exchange or any other security or debt obligation that is part of the Assets, in the case of (i), (ii) or (iii) in respect of which the Issuer has not received a payment in Cash during the preceding 12 months or (b) any Pledged Obligation identified in the certificate of the Portfolio Manager as having a Market Value of less than $1,000, in each case of (a) and (b) with respect to which the Portfolio Manager certifies to the Trustee that (x) it has made commercially reasonable efforts to dispose of such Pledged Obligation for at least 90 days and (y) in its commercially reasonable judgment such Pledged Obligation is not expected to be saleable for the foreseeable future.

“U.S. Dollar” or “$”: A dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for all debts, public and private.

“U.S. Government Securities Business Day”: Any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association

recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities as indicated on the SIFMA Website.

“U.S. person”: The meaning specified in Regulation S.

“U.S. Retention Holder”: On the Refinancing Date, Bain Capital Specialty Finance, Inc., and thereafter any successor, assignee or transferee thereof permitted under the U.S. Risk Retention Rules.

“U.S. Risk Retention Rules”: The federal interagency credit risk retention rules, codified at 17 C.F.R. Part 246.

“U.S. Tax Person”: A “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Valuation”: With respect to any Collateral Obligation, a recent (as determined by the Portfolio Manager in its commercially reasonable business judgment in accordance with the Portfolio Manager Standard) valuation of the fair market value of such Collateral Obligation established by (a) reference to the “bid side” price listed on a third-party pricing service such as LoanX or LPC or other service selected by the Portfolio Manager in accordance with the Portfolio Manager Standard; provided that if a fair market value is available from more than one pricing service, the highest such “bid side” value so obtained shall be used, or (b) if data for such Collateral Obligation is not available from such a pricing service, an analysis performed by a nationally recognized valuation firm to establish a fair market value of such Collateral Obligation which reflects the “bid side” price that would be paid by a willing buyer to a willing seller of such Collateral Obligation in an expedited sale on an arm’s-length basis.

“Volcker Rule”: The final rules implementing Section 619 of the Dodd Frank Wall Street Reform and Consumer Protection Act, as such rules may be amended from time to time.

“Waived Interest”: The meaning specified in Section 11.1(g).

“Weighted Average Fitch Recovery Rate”: As of any date of determination, the rate (expressed as a percentage) determined by summing the products obtained by multiplying the Principal Balance of each Collateral Obligation by the Fitch Recovery Rate in relation thereto and dividing such sum by the aggregate principal balance of all Collateral Obligations and rounding up to the nearest 0.1 percent. For the purposes of determining the Principal Balance and aggregate Principal Balance of Collateral Obligations in this definition, the Principal Balance of each Defaulted Obligation shall be excluded.

“Weighted Average Fixed Coupon”: As of any Measurement Date, an amount equal to the number, expressed as a percentage, obtained by dividing:

(g) the sum of (i) in the case of each fixed rate Collateral Obligation (excluding any Deferrable Security and any Partial Deferrable Security to the extent of any non-cash interest), the stated annual interest coupon on such Collateral Obligation times the Principal Balance of such Collateral Obligation (excluding the unfunded portion of any Delayed Drawdown Collateral

EX-24.1

Exhibit 24.1

Power of Attorney

I, Amy Butte, of 200 Clarendon Street, 37th Floor, Boston, MA 02116, hereby appoint Michael Ewald, Michael Boyle, Jeffrey Hawkins, Michael Treisman, Sally Dornaus, James Goldman and Jessica Yeager as my recognized representatives and true and lawful attorneys-in-fact to sign any and all registration statements and other filings of Bain Capital Specialty Finance, Inc. (the “Company”), and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission (the “SEC”), granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

This is the only power granted by this Power of Attorney. This Power of Attorney applies to all future documents filed with the SEC relating to my service a Director of the Company and any amendments thereto. This Power of Attorney is revocable by me at any time. Third parties receiving a duly executed copy, a copy uploaded in text or html format or facsimile of this Power of Attorney may rely upon this Power of Attorney.

Signature:	/s/ Amy Butte
Name:	Amy Butte
Title:	Director
Date:	6/27/2023

Power of Attorney

I, Michael Boyle, of 200 Clarendon Street, 37th Floor, Boston, MA 02116, hereby appoint Michael Ewald, Jeffrey Hawkins, Michael Treisman, Sally Dornaus, James Goldman and Jessica Yeager as my recognized representatives and true and lawful attorneys-in-fact to sign any and all registration statements and other filings of Bain Capital Specialty Finance, Inc. (the “Company”), and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission (the “SEC”), granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

This is the only power granted by this Power of Attorney. This Power of Attorney applies to all future documents filed with the SEC relating to my service a Director of the Company and any amendments thereto. This Power of Attorney is revocable by me at any time. Third parties receiving a duly executed copy, a copy uploaded in text or html format or facsimile of this Power of Attorney may rely upon this Power of Attorney.

Signature:	/s/ Michael Boyle
Name:	Michael Boyle
Title:	Director and President
Date:	6/29/2023

Power of Attorney

I, Sally Dornaus, of 200 Clarendon Street, 37th Floor, Boston, MA 02116, hereby appoint Michael Ewald, Michael Boyle, Jeffrey Hawkins, Michael Treisman, James Goldman and Jessica Yeager as my recognized representatives and true and lawful attorneys-in-fact to sign any and all registration statements and other filings of Bain Capital Specialty Finance, Inc. (the “Company”), and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission (the “SEC”), granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

This is the only power granted by this Power of Attorney. This Power of Attorney applies to all future documents filed with the SEC relating to my service the Chief Financial Officer of the Company and any amendments thereto. This Power of Attorney is revocable by me at any time. Third parties receiving a duly executed copy, a copy uploaded in text or html format or facsimile of this Power of Attorney may rely upon this Power of Attorney.

Signature:	/s/ Sally Dornaus
Name:	Sally Dornaus
Title:	Chief Financial Officer
Date:	6/28/2023

Power of Attorney

I, Michael A. Ewald, of 200 Clarendon Street, 37th Floor, Boston, MA 02116, hereby appoint Michael Boyle, Jeffrey Hawkins, Michael Treisman, Sally Dornaus, James Goldman and Jessica Yeager as my recognized representatives and true and lawful attorneys-in-fact to sign any and all registration statements and other filings of Bain Capital Specialty Finance, Inc. (the “Company”), and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission (the “SEC”), granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

This is the only power granted by this Power of Attorney. This Power of Attorney applies to all future documents filed with the SEC relating to my service a Director of the Company and any amendments thereto. This Power of Attorney is revocable by me at any time. Third parties receiving a duly executed copy, a copy uploaded in text or html format or facsimile of this Power of Attorney may rely upon this Power of Attorney.

Signature:	/s/ Michael Ewald
Name:	Michael Ewald
Title:	Director and Chief Executive Officer
Date:	6/27/2023

Power of Attorney

I, David A. Fubini, of 200 Clarendon Street, 37th Floor, Boston, MA 02116, hereby appoint Michael Ewald, Michael Boyle, Jeffrey Hawkins, Michael Treisman, Sally Dornaus, James Goldman and Jessica Yeager as my recognized representatives and true and lawful attorneys-in-fact to sign any and all registration statements and other filings of Bain Capital Specialty Finance, Inc. (the “Company”), and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission (the “SEC”), granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

This is the only power granted by this Power of Attorney. This Power of Attorney applies to all future documents filed with the SEC relating to my service a Director of the Company and any amendments thereto. This Power of Attorney is revocable by me at any time. Third parties receiving a duly executed copy, a copy uploaded in text or html format or facsimile of this Power of Attorney may rely upon this Power of Attorney.

Signature:	/s/ David Fubini
Name:	David Fubini
Title:	Director
Date:	6/28/2023

Power of Attorney

I, Jeffrey B. Hawkins, of 200 Clarendon Street, 37th Floor, Boston, MA 02116, hereby appoint Michael Ewald, Michael Boyle, Michael Treisman, Sally Dornaus, James Goldman and Jessica Yeager as my recognized representatives and true and lawful attorneys-in-fact to sign any and all registration statements and other filings of Bain Capital Specialty Finance, Inc. (the “Company”), and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission (the “SEC”), granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

This is the only power granted by this Power of Attorney. This Power of Attorney applies to all future documents filed with the SEC relating to my service a Director of the Company and any amendments thereto. This Power of Attorney is revocable by me at any time. Third parties receiving a duly executed copy, a copy uploaded in text or html format or facsimile of this Power of Attorney may rely upon this Power of Attorney.

Signature:	/s/ Jeff Hawkins
Name:	Jeff Hawkins
Title:	Director
Date:	6/27/2023

Power of Attorney

I, Thomas A. Hough, of 200 Clarendon Street, 37th Floor, Boston, MA 02116, hereby appoint Michael Ewald, Michael Boyle, Jeffrey Hawkins, Michael Treisman, Sally Dornaus, James Goldman and Jessica Yeager as my recognized representatives and true and lawful attorneys-in-fact to sign any and all registration statements and other filings of Bain Capital Specialty Finance, Inc. (the “Company”), and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission (the “SEC”), granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

This is the only power granted by this Power of Attorney. This Power of Attorney applies to all future documents filed with the SEC relating to my service a Director of the Company and any amendments thereto. This Power of Attorney is revocable by me at any time. Third parties receiving a duly executed copy, a copy uploaded in text or html format or facsimile of this Power of Attorney may rely upon this Power of Attorney.

Signature:	/s/ Thomas Hough
Name:	Thomas Hough
Title:	Director
Date:	6/28/2023

Power of Attorney

I, Jay Margolis, of 200 Clarendon Street, 37th Floor, Boston, MA 02116, hereby appoint Michael Ewald, Michael Boyle, Jeffrey Hawkins, Michael Treisman, Sally Dornaus, James Goldman and Jessica Yeager as my recognized representatives and true and lawful attorneys-in-fact to sign any and all registration statements and other filings of Bain Capital Specialty Finance, Inc. (the “Company”), and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission (the “SEC”), granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

This is the only power granted by this Power of Attorney. This Power of Attorney applies to all future documents filed with the SEC relating to my service a Director of the Company and any amendments thereto. This Power of Attorney is revocable by me at any time. Third parties receiving a duly executed copy, a copy uploaded in text or html format or facsimile of this Power of Attorney may rely upon this Power of Attorney.

Signature:	/s/ Jay Margolis
Name:	Jay Margolis
Title:	Director
Date:	6/27/2023

Power of Attorney

I, Clare S. Richer, of 200 Clarendon Street, 37th Floor, Boston, MA 02116, hereby appoint Michael Ewald, Michael Boyle, Jeffrey Hawkins, Michael Treisman, Sally Dornaus, James Goldman and Jessica Yeager as my recognized representatives and true and lawful attorneys-in-fact to sign any and all registration statements and other filings of Bain Capital Specialty Finance, Inc. (the “Company”), and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission (the “SEC”), granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

This is the only power granted by this Power of Attorney. This Power of Attorney applies to all future documents filed with the SEC relating to my service a Director of the Company and any amendments thereto. This Power of Attorney is revocable by me at any time. Third parties receiving a duly executed copy, a copy uploaded in text or html format or facsimile of this Power of Attorney may rely upon this Power of Attorney.

Signature:	/s/ Clare Richer
Name:	Clare Richer
Title:	Director
Date:	6/27/2023

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael A. Ewald, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Bain Capital Specialty Finance, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused, such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---

Date: August 8, 2023

/s/ Michael A. Ewald
Michael A. Ewald
Chief Executive Officer
Bain Capital Specialty Finance, Inc.

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sally F. Dornaus, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Bain Capital Specialty Finance, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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(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;
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(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;
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(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
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(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
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5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
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(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
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(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.
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Date: August 8, 2023

/s/ Sally F. Dornaus
Sally F. Dornaus
Chief Financial Officer
Bain Capital Specialty Finance, Inc.

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Bain Capital Specialty Finance, Inc. (the “Company”) for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael A. Ewald, Chief Executive Officer of the Company, and I, Sally F. Dornaus, Chief Financial Officer of the Company, each certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2023

/s/ Michael A. Ewald
Michael A. Ewald
Chief Executive Officer
Bain Capital Specialty Finance, Inc.
/s/ Sally F. Dornaus
Sally F. Dornaus
Chief Financial Officer
Bain Capital Specialty Finance, Inc.