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 March 31, 2024

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

Commission file number: 814-01269

BC Partners Lending Corporation

(Exact Name of Registrant as Specified in its Charter)


Maryland	82-4654271
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

650 Madison Avenue New York, New York	10022
(Address of Principal Executive Offices)	(Zip Code)

(212) 891-2880

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

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


Title of each class	Trading Symbol(s).	Name of each exchange on which registered
None	N/A	N/A

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 Act). Yes ☐ No ☒

As of May 3, 2024, the registrant had 3,056,965 shares of common stock outstanding.

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION	3

Item 1.	Consolidated Financial Statements	3

	Consolidated Statements of Assets and Liabilities as of March 31, 2024 (Unaudited) and December 31, 2023	3

	Consolidated Statements of Operations for the Three Months ended March 31, 2024 and 2023 (Unaudited)	4

	Consolidated Statements of Changes in Net Assets for the Three Months ended March 31, 2024 and 2023 (Unaudited)	5

	Consolidated Statements of Cash Flows for the Three Months ended March 31, 2024 and 2023 (Unaudited)	6

	Consolidated Schedules of Investments as of March 31, 2024 (Unaudited) and December 31, 2023	7

	Notes to Consolidated Financial Statements (Unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	42

PART II	OTHER INFORMATION	42

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	42

Item 5.	Other Information	43

Item 6.	Exhibits	43

Signatures		45

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about BC Partners Lending Corporation (the “Company,” “we,” “us,” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify 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 difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•

an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•

such an economic downturn could disproportionately impact the companies which we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

•

such an economic downturn could also impact availability and pricing of our financing;

•

economic and political stability in the United States and international markets;

•

a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•

interest rate volatility could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy;

•

currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

our contractual arrangements and relationships with third parties;

•

the ability of our portfolio companies to achieve their objectives;

•

competition with other entities and our affiliates for investment opportunities;

•

the speculative and illiquid nature of our investments;

•

the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage;

•

the adequacy of our financing sources and working capital;

•

the loss of key personnel;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the ability of BC Partners Advisors L.P. (the “Adviser”) to locate suitable investments for us and to monitor and administer our investments;

•

the ability of the Adviser to attract and retain highly talented professionals;

•

actual and potential conflicts of interest with the Adviser and its affiliates;

•

our ability to qualify and maintain our qualification as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);

•

the effect of legal, tax and regulatory changes on us and our portfolio companies; and

•

other risks, uncertainties and other factors we identify elsewhere in this Quarterly Report and under “Item 1A. Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2024.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could 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 this Quarterly Report on Form 10-Q and our most recent Annual Report on Form 10-K. You should not place undue reliance on these forward-looking statements which apply only as of the date of this quarterly report. Moreover, we undertake no obligation to revise or to update any of the forward-looking statements whether as a result of new information, future events or otherwise, unless required by law or U.S. Securities Exchange Commission (the “SEC”) rule or regulation.

Part I - Financial Information

Item 1. Consolidated Financial Statements.

BC Partners Lending Corporation

Consolidated Statements of Assets and Liabilities

(dollars in thousands, except share and per share data)


	March 31, 2024			December 31, 2023
	(Unaudited)
Assets
Investments, at fair value:
Non-control/non-affiliate investments (amortized cost of $135,603 and $135,108, respectively)	$	133,869		$	133,449
Non-control affiliate investments (amortized cost of $224 and $224, respectively)		226			226
Total Investments at fair value (amortized cost of $135,827 and $135,332, respectively)	$	134,095		$	133,675
Cash and cash equivalents		2,610			1,268
Restricted cash		8,568			5,672
Receivable for unsettled trades		2,384			284
Interest and dividends receivable		2,034			1,630
Prepaid expenses		—			58
Total assets	$	149,691		$	142,587
Liabilities
Credit facility (net of deferred financing costs of $635 and $663, respectively)	$	72,365		$	70,337
Payable for unsettled trades		4,535			283
Due to affiliate		302			481
Management fees payable		342			344
Incentive fees payable		285			348
Interest expense payable		1,233			1,212
Directors’ fees payable		—			38
Accounts payable and other liabilities		555			308
Distribution payable		1,822			1,089
Total liabilities	$	81,439		$	74,440
Commitments and contingencies (Note 9)

Net Assets
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 3,036,712 and 3,024,976 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	$	3		$	3
Capital in excess of par		72,226			71,964
Total distributable (loss) earnings		(3,977	)		(3,820	)
Total net assets		68,252			68,147
Total liabilities and net assets	$	149,691		$	142,587
Net asset value per share	$	22.48		$	22.53

See notes to consolidated financial statements.

BC Partners Lending Corporation

Consolidated Statements of Operations

(dollars in thousands, except share and per share data)

(Unaudited)


	For the Three Months Ended March 31,
	2024			2023
Investment income:
Interest income:
Non-control/non-affiliate investments	$	4,547		$	3,265
Total interest income		4,547			3,265
Fee and other income
Non-control/non-affiliate investments		26			217
Non-control affiliate investments		15			—
Total fee and other income		41			217
Total investment income		4,588			3,482
Operating expenses:
Organization and offering costs		—			30
Management fees		342			267
Incentive fees		285			231
Administrative fees		142			134
Interest and debt expenses		1,519			1,097
Audit fees		55			65
Legal fees		82			117
Professional fees		69			108
Directors' fees		38			38
Other expenses		419			73
Total expenses before expense support		2,951			2,160
Expense support repayment to related parties		—			468
Total expenses		2,951			2,628
Net investment income		1,637			854
Realized and unrealized gain (loss):
Net realized gain (loss) on investment transactions
Non-control/non-affiliate investments		102			51
Net change in unrealized appreciation (depreciation) on
Non-control/non-affiliate investments		(74	)		(626	)
Derivatives		—			2
Net unrealized gain (loss) on investments		(74	)		(624	)
Net realized and unrealized gain (loss)		28			(573	)
Net increase (decrease) in net assets resulting from operations	$	1,665		$	281
Net investment income per share — basic and diluted	$	0.54		$	0.36
Net increase (decrease) in net assets resulting from operations per share — basic and diluted	$	0.55		$	0.12
Weighted average shares outstanding — basic and diluted		3,033,395			2,369,171

See notes to consolidated financial statements.

BC Partners Lending Corporation

Consolidated Statements of Changes in Net Assets

(dollars in thousands, except share and per share data)

(Unaudited)


	Common Stock
	Number of shares		Par Value		Capital in excess of par		Total distributable earnings			Total net assets
Balance as of December 31, 2023		3,024,976	$	3	$	71,964	$	(3,820	)	$	68,147
Net investment income		—		—		—		1,637			1,637
Net realized gain on investments		—		—		—		102			102
Net change in unrealized depreciation on investments and derivatives		—		—		—		(74	)		(74	)
Distributions declared and payable to stockholders		—		—		—		(1,822	)		(1,822	)
Stock issued in connection with dividend reinvestment plan		11,736		—		262		—			262
Balances as of March 31, 2024		3,036,712	$	3	$	72,226	$	(3,977	)	$	68,252


	Common Stock
	Number of shares		Par Value		Capital in excess of par		Total distributable earnings			Total net assets
Balance as of December 31, 2022		2,232,134	$	2		54,480	$	(5,710	)		48,772
Net investment income		—		—		—		854			854
Net realized loss on investments		—		—		—		51			51
Net change in unrealized depreciation on investments and derivatives		—		—		—		(624	)		(624	)
Issuance of common shares		519,186		1		11,499		—			11,500
Distributions declared and payable to stockholders		—		—		—		(853	)		(853	)
Stock issued in connection with dividend reinvestment plan		9,874		—		213		—			213
Balances as of March 31, 2023		2,761,194	$	3	$	66,192	$	(6,282	)	$	59,913

See notes to consolidated financial statements.

BC Partners Lending Corporation

Consolidated Statements of Cash Flows

(dollars in thousands, except share and per share data)

(Unaudited)


	For the Three Months Ended March 31,
	2024			2023
Operating activities:
Net increase (decrease) in net assets resulting from operations	$	1,665		$	281
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities:
Net realized (gain) loss from investments		(102	)		(51	)
Net change in unrealized (appreciation) depreciation on investments		74			626
Net change in unrealized (appreciation) depreciation on derivatives		—			(2	)
Net accretion of discount on investments		(213	)		(135	)
Amortization of deferred financing costs		28			27
Payment-in-kind interest income		(161	)		(191	)
Sales and repayments of investments		8,025			3,844
Purchases of investments		(8,043	)		(13,913	)
(Increase) decrease in operating assets:
Receivable for unsettled trades		(2,100	)		(89	)
Interest and dividends receivable		(404	)		(259	)
Prepaid expenses		58			19
Increase (decrease) in operating liabilities:
Payable for unsettled trades		4,252			2,244
Due to affiliate		(179	)		524
Management fees payable		(2	)		20
Incentive fees payable		(63	)		25
Interest expense payable		21			133
Directors’ fees payable		(38	)		(75	)
Accounts payable and accrued expenses		247			21
Net cash used in operating activities	$	3,065		$	(6,951	)
Financing activities:
Proceeds from issuance of shares of common stock		—			11,500
Stockholder distributions paid		(827	)		(640	)
Borrowings from credit facility		2,000			—
Net cash provided by financing activities		1,173			10,860
Net increase (decrease) in restricted and unrestricted cash		4,238			3,909
Cash and restricted cash at beginning of year		6,940			7,949
Cash and restricted cash at end of period	$	11,178		$	11,858
Reconciliation of cash and restricted cash
Cash		2,610			5,266
Restricted cash		8,568			6,592
Total cash and restricted cash	$	11,178		$	11,858
Supplemental information:
Interest paid during the period	$	1,512		$	1,203
Supplemental disclosure of non-cash information:
Reinvestment of dividends	$	262		$	213

See notes to consolidated financial statements.

BC Partners Lending Corporation
Consolidated Schedule of Investments
March 31, 2024

(dollars in thousands)

(Unaudited)


Investment (1) (2) (3) (18)	Industry	Interest Rate			Reference Rate and Spread (4)	Floor			Maturity	Par / Shares		Amortized Cost (11) (12)			Fair Value			Footnotes
Senior Secured Loan - 183.30%
Accordion Partners LLC	Financials		11.85	%	S + 6.50%		0.00	%	8/29/2029	$	1,588	$	1,545		$	1,588		(8)
Accordion Partners LLC	Financials		11.85	%	S + 6.50%		0.00	%	8/29/2029		1,864		1,802			1,864		(7) (8)
Accurate Background LLC	Information Technology		11.33	%	S + 6.00%		1.00	%	3/26/2027		2,924		2,762			2,857		(8)
Accurate Background LLC	Information Technology		11.33	%	S + 6.00%		0.00	%	3/26/2027		493		462			481		(8)
Advantage Capital Holdings LLC	Financials		13.00	%	NA		0.00	%	4/14/2027		4,400		4,400			4,268		(8) (15)
AG Parent Holdings	Information Technology		10.33	%	S + 5.00%		1.00	%	7/30/2026		1,000		979			979		(5) (8) (15)
ALCV Purchaser, Inc.	Consumer Discretionary		12.10	%	S + 6.75%		1.00	%	2/26/2026		2,104		2,091			2,082		(8)
AMCP PET HOLDINGS, INC.	Consumer Staples		11.58	%	S + 6.25%		1.00	%	10/5/2026		364		359			349		(7)
AMCP PET HOLDINGS, INC.	Consumer Staples		11.58	%	S + 6.25%		1.00	%	10/5/2026		1,946		1,927			1,890		(7) (8)
American Academy Holdings	Healthcare		16.33	%	S + 11.00%		1.00	%	3/1/2028		193		193			194		(8)
American Academy Holdings	Healthcare		16.33	%	S + 11.00%		1.00	%	3/1/2028		971		963			979		(8)
American Academy Holdings	Healthcare		14.50	%	NA		1.00	%	3/1/2028		1,879		1,851			1,684		(8)
Ancile Solutions, Inc.	Information Technology		12.33	%	S + 7.00%		1.00	%	6/11/2026		1,780		1,753			1,796		(8)
Astro Acquisition, LLC	Industrials		10.83	%	S + 5.50%		1.00	%	12/13/2027		2,000		1,981			1,980		(8)
Beta Plus Technologies, Inc	Information Technology		11.10	%	S + 5.75%		0.00	%	6/29/2029		210		210			188		(7) (8) (10)
Beta Plus Technologies, Inc	Information Technology		11.10	%	S + 5.75%		0.00	%	6/29/2029		2,736		2,593			2,618		(8)
C.P. Converters, Inc., 12th Amendment Acquisition Loan	Industrials		11.83	%	S + 6.50%		1.00	%	9/30/2024		365		363			365		(8)
C.P. Converters, Inc., Seventh Amendment Acquisition Loan	Industrials		11.83	%	S + 6.50%		1.00	%	9/30/2024		1,690		1,683			1,690		(8)
CenExcel Clinicial Research Holdings, Inc	Healthcare		11.83	%	S + 6.50%		0.00	%	11/10/2025		361		361			360		(8)
Critical Nurse Staffing LLC	Healthcare		11.33	%	S + 6.00%		1.00	%	10/30/2026		52		52			51		(8)
Critical Nurse Staffing LLC	Healthcare		11.33	%	S + 6.00%		1.00	%	10/30/2026		672		665			663		(8)
Critical Nurse Staffing LLC	Healthcare		11.83	%	S + 6.50%		1.00	%	10/30/2026		3,980		3,908			3,929		(8)
Datalink, LLC	Healthcare		11.60	%	S + 6.25%		1.00	%	11/23/2026		3,081		3,039			2,989		(8)
DRI Holdings Inc	Information Technology		10.60	%	S + 5.25%		0.50	%	12/21/2028		4,915		4,626			4,617		(5) (8)
Florida Foods Products, LLC	Consumer Staples		10.33	%	S + 5.00%		1.00	%	10/18/2028		988		941			877		(8)
Florida Foods Products, LLC	Consumer Staples		10.33	%	S + 5.00%		1.00	%	10/18/2028		1,960		1,933			1,741		(8)
Global IID Parent LLC	Consumer Staples		9.83	%	S + 4.50%		0.00	%	12/8/2028		1,985		1,878			1,917		(8)
H.W. Lochner T/L (Elysium Infrastructure)	Industrials		11.08	%	S + 5.75%		1.00	%	7/2/2027		2,925		2,890			2,860		(8)
H-CA II T/L	Financials		16.00	%	NA		0.00	%	6/30/2024		1,808		1,808			1,800		(8)
HW Lochner	Industrials		12.08	%	S + 6.75%		0.00	%	7/2/2027		1,396		1,362			1,374		(8)
Idera, Inc.	Information Technology		12.08	%	S + 6.75%		0.75	%	2/5/2029		4,000		3,977			3,916		(8)
Ivanti Software, Inc.	Information Technology		9.58	%	S + 4.25%		1.00	%	12/1/2028		4,000		3,918			3,475		(5) (8)
Ivanti Software, Inc.	Information Technology		12.58	%	S + 7.25%		0.75	%	12/1/2027		990		822			929		(5) (8)
KL Charlie Acquisition	Healthcare		12.10	%	S + 6.75%		1.00	%	12/30/2026		1,249		1,230			1,229		(8)
KL Charlie Acquisition	Healthcare		12.10	%	S + 6.75%		1.00	%	12/30/2026		1,603		1,579			1,577		(8)
Lucky Bucks	Gaming		12.98	%	S + 7.65%		1.00	%	10/2/2028		245		239			247		(8)
Lucky Bucks	Gaming		12.98	%	S + 7.65%		1.00	%	10/2/2029		486		486			466		(8)
MAG DS CORP.	Industrials		10.83	%	S + 5.50%		1.00	%	4/1/2027		2,740		2,667			2,644		(8)
Money Transfer Acquisition, Inc	Financials		13.60	%	S + 8.25%		1.00	%	12/14/2027		3,900		3,829			3,812		(8) (10)
Monroe Engineering Group	Industrials		12.10	%	S + 6.75%		0.00	%	12/20/2028		1,980		1,928			1,940		(5) (8)
Monroe Engineering Group	Industrials		12.08	%	S + 6.75%		0.00	%	12/20/2028		1,988		1,938			1,948		(5) (8)
Morae Global Inc	Financials		13.33	%	S + 8.00%		1.00	%	10/26/2026		—		(7	)		(12	)	(7) (8) (17)
Morae Global Inc	Financials		13.33	%	S + 8.00%		1.00	%	10/26/2026		3,168		2,978			3,034		(8)
MSM Acquisitions, Inc.	Information Technology		11.33	%	S + 6.00%		1.00	%	12/9/2026		1,169		1,169			1,110		(8)
MSM Acquisitions, Inc.	Information Technology		11.33	%	S + 6.00%		1.00	%	12/9/2026		2,802		2,785			2,662		(8)
NAVIGA INC.	Information Technology		12.33	%	S + 7.00%		1.00	%	4/27/2024		205		205			194		(8)
NAVIGA INC.	Information Technology		12.33	%	S + 7.00%		1.00	%	4/27/2024		1,965		1,965			1,865		(8)
NAVIGA INC.	Information Technology		12.33	%	S + 7.00%		1.00	%	4/27/2024		1,851		1,850			1,757		(8)
Neptune Bidco US Inc	Communication Services		10.35	%	S + 5.00%		0.00	%	4/11/2029		4,963		4,547			4,587		(5) (8)
PhyNet Dermatology LLC	Healthcare		11.83	%	S + 6.50%		0.75	%	8/16/2024		—		(5	)		(19	)	(7) (8) (17)
PhyNet Dermatology LLC	Healthcare		11.83	%	S + 6.50%		0.75	%	10/20/2029		2,281		2,236			2,255		(8)
Premier Imaging, LLC	Healthcare		11.10	%	S + 5.75%		1.00	%	1/2/2025		964		962			905		(8)
Premier Imaging, LLC	Healthcare		11.10	%	S + 5.75%		1.00	%	1/2/2025		26		25			24		(8)
Premier Imaging, LLC	Healthcare		11.10	%	S + 5.75%		1.00	%	1/2/2025		985		984			925		(8)
Premier Imaging, LLC	Healthcare		11.10	%	S + 5.75%		1.00	%	1/2/2025		1,801		1,797			1,690		(8)
Premier Imaging, LLC	Healthcare		11.10	%	S + 5.75%		0.00	%	12/29/2028		97		96			91		(8)
Priority Holdings, LLC	Information Technology		12.08	%	S + 6.75%		1.00	%	4/27/2027		—		2			—		(8)
Project Castle T/L	Information Technology		10.83	%	S + 5.50%		1.00	%	6/29/2029		4,476		4,082			4,077		(8)
Project Leopard Holdings Company Inc	Information Technology		10.70	%	S + 5.35%		1.00	%	7/20/2029		3,950		3,721			3,665		(5) (8)
Reception Purchaser, LLC	Transportation		11.35	%	S + 6.00%		1.50	%	5/31/2028		1,965		1,943			1,287		(8)
Riddell, Inc	Consumer Staples		11.35	%	S + 6.00%		1.00	%	4/1/2030		3,636		3,545			3,569		(8)
Riddell, Inc	Consumer Staples		11.35	%	S + 6.00%		1.00	%	4/1/2030		—		2			2		(8)
RN Enterprises, LLC	Healthcare		11.85	%	S + 6.50%		1.00	%	12/23/2025		990		978			954		(8)
RN Enterprises, LLC	Healthcare		11.85	%	S + 6.50%		1.00	%	12/23/2025		504		495			486		(8)
RSA Security, LLC	Information Technology		13.08	%	S + 7.75%		0.75	%	4/27/2029		4,000		3,950			2,407		(5) (8)
Symplr Software Inc	Information Technology		9.85	%	S + 4.50%		0.75	%	12/22/2027		1,111		1,109			1,048		(5) (8)
Synaemedia Americas Holdings, Inc	Information Technology		13.08	%	S + 7.75%		1.00	%	12/5/2028		2,714		2,623			2,639		(8) (13)
Tactical Air Support, Inc	Industrials		13.83	%	S + 8.50%		1.00	%	12/22/2028		3,429		3,346			3,347		(8) (13)
Tactical Air Support, Inc	Industrials		13.83	%	S + 8.50%		1.00	%	12/22/2028		—		0			(14	)	(7) (8) (13) (17)
Tank Holding Corp	Industrials		11.08	%	S + 5.75%		1.00	%	3/31/2028		3,912		3,750			3,874		(5) (8)
Tank Holding Corp	Industrials		11.33	%	S + 6.00%		0.75	%	3/31/2028		693		675			686		(8)
Tank Holding Corp DDTL	Industrials		11.33	%	S + 6.00%		0.75	%	3/31/2028		134		131			131		(7) (8)
Tank Holding Corp Revolver	Industrials		11.08	%	S + 5.75%		1.00	%	3/31/2028		17		14			16		(7) (8)
TLE Holdings, LLC	Consumer Discretionary		11.33	%	S + 6.00%		1.00	%	6/28/2024		954		954			952		(8)
VBC Spine Opco LLC	Healthcare		13.33	%	S + 8.00%		1.00	%	6/13/2030		—		(17	)		(17	)	(7) (17)
VBC Spine Opco LLC	Healthcare		13.33	%	S + 8.00%		1.00	%	6/13/2030		194		190			190		(7)
VBC Spine Opco LLC	Healthcare		13.33	%	S + 8.00%		1.00	%	6/13/2030		1,746		1,697			1,715		(8)
Wonder Love Inc	Communication Services		10.33	%	S + 5.00%		1.00	%	11/18/2024		250		249			250		(8)
Total Senior Secured Loan												$	129,019		$	125,545


Investment (1) (2) (3) (18)	Industry	Interest Rate			Reference Rate and Spread (4)	Floor			Maturity	Par / Shares		Amortized Cost (11) (12)		Fair Value		Footnotes
Structured Note - 5.7%
Churchill Middle Market CLO IV Ltd., Class E-2 Notes	Collateralized Loan Obligation - Debt Class		14.33	%	S + 9.00%		0.00	%	1/23/2032	$	3,900	$	3,840	$	3,900	(8) (13)
Total Structured Note												$	3,840	$	3,900
Equity/Other - 6.80%
Advantage Capital Holdings LLC	Financials									$	—	$	—	$	1,348	(6) (9)
American Academy Holdings Common	Healthcare										—		—		156	(6) (9)
American Academy Holdings Preferred	Healthcare										45		—		62	(6) (9)
Aperture Dodge 18	Industrials										511		511		553	(6) (9)
Great Lakes II Funding LLC	Financials										89		89		92	(6)(9)(13)(19)
Great Lakes II Funding LLC - unfunded	Financials										9		—		—	(6)(7)(9)(19)
Green Park M-1 Series	Industrials										—		34		34	(6)(9)(19)
Green Park M-1 Series - unfunded	Industrials										366		—		—	(6)(7)(9)(19)
GreenPark Infrastructure A Series	Industrials										—		100		100	(6)(9)(19)
Lucky Bucks	Gaming										67		996		1,035	(6) (9)
Morae Global Inc	Financials										—		122		153	(6) (9)
Riddell, Inc	Consumer Staples										1		987		987	(6) (9)
VBC Spine Opco LLC	Healthcare										79		129		130	(6) (9)
Total Equity/Other												$	2,968	$	4,650
Total Investments (13) - 196.2%												$	135,827	$	134,095

(1)

All of the Company's investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940 (the “1940 Act”), unless otherwise noted. All of the Company's investments are issued by U.S. portfolio companies unless otherwise noted.

(2)

All investments are non-controlled/non-affiliated investments as defined by the 1940 Act. The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company unless otherwise noted.

(3)

Except as otherwise noted, certain of the Company’s portfolio company investments are subject to legal restrictions on sales.

(4)

Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor of the reference to Secured Overnight Financing Rate ("SOFR" or "S") or alternate base rate (commonly known as the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. As of March 31, 2024, rates for 3 months and 1 month S ("SOFR") are 5.33% and 5.35%.

(5)

Other than the investments noted by this footnote, the fair value of each of the Company’s investments is determined in good faith using significant unobservable inputs by the Adviser in its role as “valuation designee” in accordance with Rule 2a-5 under the 1940 Act, pursuant to valuation policies and procedures that have been approved by the Company’s board of directors (the "Board").

(6)

Ownership of equity investments may occur through a holding company.

(7)

All or a portion of this commitment was unfunded at March 31, 2024.

(8)

Security, or a portion thereof, is held through Great Lakes BCPL Funding Ltd., a wholly-owned subsidiary and a bankruptcy remote special purpose entity, and is pledged as collateral supporting the amounts outstanding under the debt financing facility at Great Lakes BCPL Funding Ltd. (See Note 5 in the accompanying consolidated unaudited financial statements).

(9)

Non-income producing investment.

(10)

The date disclosed represents the commitment period of the unfunded term loan.

(11)

The amortized cost represents the initial cost adjusted for the accretion of discount or amortization of premium, as applicable, on debt investments using the effective interest method.

(12)

As of March 31, 2024, the estimated cost basis of investments for U.S. federal tax purposes was $135,827, resulting in estimated gross unrealized appreciation and depreciation of $2,576 and $(4,308), respectively.

(13)

Investments the Company has determined are not qualifying assets under Section 55(a) of the 1940 Act. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. Non-qualifying assets represented 4.0% of total assets as of March 31, 2024.

(14)

This investment is in the subordinated note of the collateralized loan obligation security, which is entitled to recurring distributions that are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments in debt holders and fund expenses. The current estimated yield, calculated using amortized cost, is based on the current projections of this excess cash flow taking into account assumptions made regarding expected prepayments, losses and future reinvestment rates. These assumptions are periodically reviewed and adjusted. Ultimately, the actual yield may be higher or lower than the estimated yield if actual results differ from those used for the assumptions.

(15)

Investment bears interest at 12% per year with such interest to be paid, at the election of the borrower in cash or paid-in kind (“PIK”) interest. To the extent that any portion of interest is in the form of PIK interest, the interest rate is increased to 13% with a minimum of 5% of the total interest in the form of cash interest (i.e., 5% cash interest and 8% PIK interest).

(16)

The Company may sell any of the referenced securities in whole or in part to any third-party prior to the settlement date of the forward contracts without consent of the counterparty. Upon such sale to a third-party, the Company and counterparty shall have no further obligations in respect of that specific amount of referenced security sold.

(17)

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(18)

Percentages are based on the net assets.

(19)

Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, this portfolio company as the Company owns at least 5% of the portfolio company’s outstanding voting securities or is under common control with such portfolio company.

See notes to consolidated financial statements.

BC Partners Lending Corporation

Consolidated Schedule of Investments

December 31, 2023

(dollars in thousands)


Investment (1) (2) (3) (18)	Industry	Interest Rate			Reference Rate and Spread (4)	Floor			Maturity	Par / Shares		Amortized Cost (11) (12)			Fair Value			Footnotes
Senior Secured Loan - 185.0%
Accordion Partners LLC	Financials		11.85	%	S + 6.50%		0.00	%	8/29/2029	$	1,592	$	1,547		$	1,606		(8)
Accordion Partners LLC	Financials		11.85	%	S + 6.50%		0.00	%	9/30/2028		768		704			789		(7) (8)
Accurate Background LLC	Information Technology		11.33	%	S + 6.00%		1.00	%	3/26/2027		2,931		2,758			2,818		(8)
Accurate Background LLC	Information Technology		11.33	%	S + 6.00%		0.00	%	3/26/2027		494		462			475		(8)
Advantage Capital Holdings LLC	Financials		13.00	%	NA		0.00	%	4/14/2027		4,400		4,400			4,318		(8) (15)
AG Parent Holdings	Information Technology		10.33	%	S + 5.00%		1.00	%	7/30/2026		1,003		980			983		(5) (8) (15)
ALCV Purchaser, Inc.	Consumer Discretionary		12.10	%	S + 6.75%		1.00	%	2/26/2026		2,125		2,109			2,101		(8)
AMCP PET HOLDINGS, INC.	Consumer Staples		11.58	%	S + 6.25%		1.00	%	10/5/2026		326		321			315		(7)
AMCP PET HOLDINGS, INC.	Consumer Staples		11.58	%	S + 6.25%		1.00	%	10/5/2026		1,947		1,926			1,906		(7) (8)
American Academy Holdings	Healthcare		16.33	%	S + 11.00%		1.00	%	3/1/2028		190		190			191		(8)
American Academy Holdings	Healthcare		16.33	%	S + 11.00%		1.00	%	3/1/2028		959		951			965		(8)
American Academy Holdings	Healthcare		14.50	%	NA		0.00	%	3/1/2028		1,814		1,784			1,608		(8)
Ancile Solutions, Inc.	Information Technology		12.33	%	S + 7.00%		1.00	%	6/11/2026		1,793		1,763			1,802		(8)
Beta Plus Technologies, Inc	Information Technology		11.10	%	S + 5.75%		0.00	%	6/29/2029		53		53			32		(7) (8) (10)
Beta Plus Technologies, Inc	Information Technology		11.10	%	S + 5.75%		0.00	%	6/29/2029		2,742		2,595			2,633		(8)
C.P. Converters, Inc., Seventh Amendment Acquisition Loan	Industrials		11.83	%	S + 6.50%		1.00	%	9/30/2024		1,741		1,730			1,759		(8)
C.P. Converters, Inc., 12th Amendment Acquisition Loan	Industrials		11.83	%	S + 6.50%		1.00	%	9/30/2024		375		370			378		(8)
CenExcel Clinicial Research Holdings, Inc	Healthcare		11.83	%	S + 6.50%		0.00	%	11/10/2025		361		361			361		(8)
Critical Nurse Staffing LLC	Healthcare		11.33	%	S + 6.00%		1.00	%	10/30/2026		52		52			51		(8)
Critical Nurse Staffing LLC	Healthcare		11.33	%	S + 6.00%		1.00	%	10/30/2026		674		666			663		(8)
Critical Nurse Staffing LLC	Healthcare		11.83	%	S + 6.50%		1.00	%	10/30/2026		3,990		3,911			3,930		(8)
Datalink, LLC	Healthcare		11.60	%	S + 6.25%		1.00	%	11/23/2026		3,103		3,056			3,102		(8)
DRI Holdings Inc	Information Technology		10.60	%	S + 5.25%		0.50	%	12/21/2028		4,927		4,622			4,515		(5) (8)
Florida Foods Products, LLC	Consumer Staples		10.33	%	S + 5.00%		1.00	%	10/18/2028		990		941			869		(8)
Florida Foods Products, LLC	Consumer Staples		10.33	%	S + 5.00%		1.00	%	10/18/2028		1,965		1,936			1,724		(8)
Global IID Parent LLC	Consumer Staples		9.83	%	S + 4.50%		0.00	%	12/8/2028		1,990		1,879			1,907		(8)
H-CA II T/L	Financials		16.00	%	NA		0.00	%	2/16/2024		1,854		1,854			1,854		(8)
H.W. Lochner T/L (Elysium Infrastructure)	Industrials		11.08	%	S + 5.75%		1.00	%	7/2/2027		2,933		2,895			2,830		(8)
HW Lochner	Industrials		12.08	%	S + 6.75%		0.00	%	7/2/2027		1,400		1,363			1,377		(8)
Idera, Inc.	Information Technology		12.08	%	S + 6.75%		0.75	%	2/5/2029		4,000		3,975			3,874		(8)
Inmar, Inc.	Information Technology		10.83	%	S + 5.50%		1.00	%	5/1/2026		1,990		1,931			1,970		(8)
Ivanti Software, Inc.	Information Technology		9.58	%	S + 4.25%		1.00	%	12/1/2028		4,000		3,914			3,247		(5) (8)
Ivanti Software, Inc.	Information Technology		12.58	%	S + 7.25%		0.75	%	12/1/2027		992		816			945		(5) (8)
KL Charlie Acquisition	Healthcare		12.10	%	S + 6.75%		1.00	%	12/30/2026		1,252		1,232			1,235		(8)
KL Charlie Acquisition	Healthcare		12.10	%	S + 6.75%		1.00	%	12/30/2026		1,607		1,581			1,585		(8)
Lucky Bucks	Gaming		12.98	%	S + 7.65%		1.00	%	10/2/2028		245		239			248		(8)
Lucky Bucks	Gaming		12.98	%	S + 7.65%		1.00	%	10/2/2029		488		488			466		(8)
MAG DS CORP.	Industrials		10.83	%	S + 5.50%		1.00	%	4/1/2027		2,748		2,670			2,640		(8)
Money Transfer Acquisition, Inc	Financials		13.60	%	S + 8.25%		1.00	%	12/14/2027		3,900		3,824			3,803		(8) (10)
Monroe Engineering Group	Industrials		12.08	%	S + 6.75%		0.00	%	12/20/2026		1,993		1,941			1,993		(5) (8)
Monroe Engineering Group	Industrials		12.10	%	S + 6.75%		0.00	%	12/20/2028		1,985		1,931			1,985		(5) (8)
Morae Global Inc	Financials		13.33	%	S + 8.00%		1.00	%	10/24/2030		—		(8	)		(14	)	(7) (8) (17)
Morae Global Inc	Financials		13.33	%	S + 8.00%		1.00	%	10/24/2030		3,188		3,097			3,037		(8)
MSM Acquisitions, Inc.	Information Technology		11.33	%	S + 6.00%		1.00	%	12/9/2026		1,157		1,157			1,109		(8)
MSM Acquisitions, Inc.	Information Technology		11.33	%	S + 6.00%		1.00	%	12/9/2026		2,774		2,756			2,660		(8)
NAVIGA INC.	Information Technology		12.33	%	S + 7.00%		1.60	%	3/28/2024		205		205			204		(8)
Neptune Bidco US Inc	Communication Services		10.35	%	S + 5.00%		0.00	%	4/11/2029		4,975		4,544			4,557		(5) (8)
NAVIGA INC.	Information Technology		12.33	%	S + 7.00%		1.00	%	3/28/2024		1,970		1,969			1,957		(8)
NAVIGA INC.	Information Technology		12.33	%	S + 7.00%		1.00	%	3/28/2024		1,856		1,854			1,843		(8)
PhyNet Dermatology LLC	Healthcare		11.83	%	S + 6.50%		0.75	%	8/16/2024		—		(8	)		(17	)	(7) (8) (17)
PhyNet Dermatology LLC	Healthcare		11.83	%	S + 6.50%		0.00	%	10/20/2029		2,287		2,240			2,264		(8)
Premier Imaging, LLC	Healthcare		11.10	%	S + 5.75%		1.00	%	1/2/2025		937		935			901		(8)
Premier Imaging, LLC	Healthcare		11.10	%	S + 5.75%		1.00	%	1/2/2025		26		26			25		(8)
Premier Imaging, LLC	Healthcare		11.10	%	S + 5.75%		1.00	%	1/2/2025		957		955			920		(8)
Premier Imaging, LLC	Healthcare		11.10	%	S + 5.75%		1.00	%	1/2/2025		1,754		1,748			1,686		(8)
Premier Imaging, LLC	Healthcare		11.10	%	S + 5.75%		0.00	%	12/29/2028		94		94			91		(8)
Priority Holdings, LLC	Information Technology		12.08	%	S + 6.75%		1.00	%	4/27/2027		4,972		4,954			4,953		(8)
Project Castle T/L	Information Technology		10.83	%	S + 5.50%		1.00	%	6/29/2029		4,942		4,485			4,390		(8)
Project Leopard Holdings Company Inc	Information Technology		10.70	%	S + 5.35%		1.00	%	7/20/2029		3,960		3,722			3,600		(5) (8)
Reception Purchaser, LLC	Transportation		11.35	%	S + 6.00%		1.50	%	5/31/2028		1,970		1,946			1,458		(8)
RSA Security, LLC	Information Technology		13.08	%	S + 7.75%		0.75	%	4/27/2029		4,000		3,946			2,480		(5) (8)
RN Enterprises, LLC	Healthcare		11.85	%	S + 6.50%		1.00	%	12/23/2025		982		969			954		(8)
RN Enterprises, LLC	Healthcare		11.85	%	S + 6.50%		1.00	%	12/23/2025		500		490			486		(8)
Symplr Software Inc	Information Technology		9.85	%	S + 4.50%		0.75	%	12/22/2027		1,113		1,111			1,001		(5) (8)
Synaemedia Americas Holdings, Inc	Information Technology		13.08	%	S + 7.75%		1.00	%	12/5/2030		2,759		2,662			2,662		(8) (13)
Tactical Air Support, Inc	Industrials		13.83	%	S + 8.50%		1.00	%	12/22/2028		3,429		3,343			3,343		(8) (13)
Tactical Air Support, Inc	Industrials		13.83	%	S + 8.50%		0.00	%	12/22/2028		—		(14	)		—		(7) (8) (13) (17)
Tank Holding Corp DDTL	Industrials		11.33	%	S + 6.00%		0.75	%	3/31/2028		101		97			91		(7) (8)
Tank Holding Corp	Industrials		11.08	%	S + 5.75%		1.00	%	3/31/2028		18		15			16		(7) (8)
Tank Holding Corp	Industrials		11.08	%	S + 5.75%		1.00	%	3/31/2028		3,922		3,751			3,765		(5) (8)
Tank Holding Corp	Industrials		11.33	%	S + 6.00%		0.75	%	3/31/2028		695		676			667		(8)
TLE Holdings, LLC	Consumer Discretionary		11.33	%	S + 6.00%		1.00	%	6/28/2024		957		957			955		(8)
VBC Spine Opco LLC	Healthcare		13.33	%	S + 8.00%		1.00	%	6/13/2030		—		(18	)		(12	)	(7) (17)
VBC Spine Opco LLC	Healthcare		13.33	%	S + 8.00%		1.00	%	6/13/2030		65		61			62		(7)
VBC Spine Opco LLC	Healthcare		13.33	%	S + 8.00%		1.00	%	6/13/2030		1,750		1,700			1,728		(8)
Wonder Love Inc	Communication Services		10.33	%	S + 5.00%		1.00	%	11/18/2024		375		373			375		(8)
Total Senior Secured Loan												$	129,511		$	126,050
Structured Note - 5.7%
Churchill Middle Market CLO IV Ltd., Class E-2 Notes	Collateralized Loan Obligation - Debt Class		14.33	%	S + 9.00%		0.00	%	1/23/2032	$	3,900	$	3,840		$	3,860		(8) (13)
Total Structured Note												$	3,840		$	3,860


Investment (1) (2) (3) (18)	Industry	Interest Rate	Reference Rate and Spread (4)	Floor	Maturity	Par / Shares		Amortized Cost (11) (12)		Fair Value		Footnotes
Equity/Other - 5.5%
Advantage Capital Holdings LLC	Financials					$	—	$	—	$	1,524	(6) (9)
American Academy Holdings Common	Healthcare						—		—		151	(6) (9)
American Academy Holdings Preferred	Healthcare						45		—		60	(6) (9)
Aperture Dodge 18	Industrials						511		511		540	(6) (9)
Great Lakes II Funding LLC	Financials						88		89		92	(6)(9)(13)(19)
Great Lakes II Funding LLC - unfunded	Financials						10		—		—	(6)(7)(9)(19)
Green Park M-1 Series	Industrials						—		34		34	(6)(9)(19)
Green Park M-1 Series - unfunded	Industrials						366		—		—	(6)(7)(9)(19)
GreenPark Infrastructure A Series	Industrials						—		100		100	(6)(9)(19)
Lucky Bucks	Gaming						67		996		996	(6) (9)
Morae Global Inc	Financials						—		122		139	(6) (9)
VBC Spine Opco LLC	Healthcare						79		129		129	(6) (9)
Total Equity/Other								$	1,981	$	3,765
Total Investments (13) - 196.2%								$	135,332	$	133,675

(1)

(2)

(3)

Except as otherwise noted, certain of the Company’s portfolio company investments are subject to legal restrictions on sales.

(4)

Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor of the reference to Secured Overnight Financing Rate ("SOFR" or "S") or alternate base rate (commonly known as the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. As of December 31, 2023, rates for 3 months and 1 month S ("SOFR") are 5.33% and 5.35%.

(5)

(6)

Ownership of equity investments may occur through a holding company.

(7)

All or a portion of this commitment was unfunded at December 31, 2023.

(8)

(9)

Non-income producing investment.

(10)

The date disclosed represents the commitment period of the unfunded term loan.

(11)

The amortized cost represents the initial cost adjusted for the accretion of discount or amortization of premium, as applicable, on debt investments using the effective interest method.

(12)

As of December 31, 2023, the estimated cost basis of investments for U.S. federal tax purposes was $135,332, resulting in estimated gross unrealized appreciation and depreciation of $2,652 and $(4,309), respectively.

(13)

(14)

(15)

(16)

(17)

(18)

Percentages are based on the net assets.

(19)

See notes to consolidated financial statements.

BC Partners Lending Corporation

Notes to Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share data, percentages and as otherwise indicated;

for example, with the word “million” or otherwise)

Note 1. Organization

BC Partners Lending Corporation (“BCPL” or the “Company”) is a Maryland corporation formed on December 22, 2017. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and the Company will take advantage of the extended transition period for complying with certain new or revised accounting standards provided for emerging growth companies in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”).

The Company’s investment objective is to make investments that generate current income and, to a lesser extent, capital appreciation. The Company intends to invest primarily in private middle-market companies in the form of secured debt, unsecured debt, other debt and/or equity securities. In addition, to a lesser extent, the Company may invest in securities of public companies and in structured products.

The Company was formed primarily to invest in the U.S. middle-market credit sector. On October 25, 2019, the Company formed a wholly-owned, special-purpose, bankruptcy-remote subsidiary, Great Lakes BCPL Funding Ltd. (“BCPL Funding”), a Cayman Islands exempted company, which holds certain of the Company’s portfolio loan investments that are used as collateral for the debt financing facility at BCPL Funding. On January 28, 2020, the Company formed a wholly-owned, bankruptcy-remote subsidiary, BCPL Sub Holdings LLC, a Delaware limited liability company, which holds the Company’s equity investment.

The Company is managed by BC Partners Advisors L.P. (the “Adviser”), an affiliate of BC Partners LLP (“BC Partners”). BC Partners Management LLC (the “Administrator”), also an affiliate of BC Partners, provides administrative services necessary for the Company to operate.

The Company conducts private offerings (each, a “Private Offering”) of its common stock to accredited investors in reliance on exemptions from the registration requirements of the Securities Act. At the closing of each Private Offering, each investor makes a capital commitment (a “Capital Commitment”) to purchase shares of the Company’s common stock pursuant to a subscription agreement entered into with the Company. Investors are required to fund drawdowns to purchase shares of the Company’s common stock up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors. The Company’s initial Private Offering closed on September 26, 2019 (the “Initial Closing Date”).

In April 2020 the Company submitted to the SEC an application for exemptive relief intended, if granted, to provide investors with liquidity options with respect to their investments in shares of the Company’s common stock. In August 2022, the SEC Staff informed the Company that it did not intend to grant the Company's application at the current time, and the Company withdrew its application. The Company's board of directors (the "Board") continues to consider alternative means of liquidity for the Company's stockholders, including potentially listing the shares of the Company on a national securities exchange or commencing periodic repurchase or tender offers in the future (a "Liquidity Action").

The Company will wind down its operations within ten years after the after the Initial Closing Date, unless the Board and/or stockholders determine to take a Liquidity Action.

The Company’s fiscal year ends on December 31.

Note 2. Significant Accounting Policies

Basis of Presentation

The unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2024.

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair presentation of the financial position and results of operations as of and for the periods presented herein. The Company is an investment company under U.S. GAAP and therefore applies the accounting and reporting guidance applicable to investment companies. The Company has evaluated subsequent events through the date of issuance of the consolidated financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management 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. Actual results could differ from those estimates, and such differences could be material.

Consolidation

In accordance with U.S. GAAP guidance on consolidation, the Company will generally not consolidate its investment in a portfolio company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly-owned subsidiaries in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.

Segments

In accordance with U.S. GAAP guidance on segment reporting, the Company has determined that its operations comprise a single reporting segment.

Cash and Restricted Cash

Cash consists of deposits held at a custodian bank. Restricted cash consists of deposits pledged as collateral. Cash and restricted cash are held at major financial institutions and, at times, may exceed the insured limits under applicable law.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses on investments are calculated using the specific identification method as the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment without regard to unrealized appreciation or depreciation previously recognized, and include investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation when gains or losses are recognized.

Investments for which market quotations are available are typically valued at those market quotations. To validate market quotations, the Company will utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations.

Debt that is not publicly traded but for which there are external pricing sources available as of the valuation date is valued using independent broker-dealer, market maker quotations or independent pricing services. The valuation committee, comprised of members of the Adviser, (the “Valuation Committee”) subjects these quotes to various criteria including, but not limited to, the number and quality of quotes, the deviation among the quotes and information derived from analyzing the Company's own transactions in such investments throughout the reporting period. Generally, such investments are categorized in level 2 of the fair value hierarchy, unless the Valuation Committee determines that the quality, quantity or deviation among quotes warrants significant adjustment to the inputs utilized.

The Board has designated the Adviser as its "valuation designee" pursuant to Rule 2a-5 under the 1940 Act, and in that role the Adviser is responsible for performing fair value determinations relating to all of the Company's investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Board. The Board remains ultimately responsible for fair value determinations under the 1940 Act and satisfies its responsibility through oversight of the valuation designee in accordance with Rule 2a-5.

Investments that are not publicly traded or whose market prices are not readily available, as is expected to be the case for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the Adviser, based on, among other things, input of independent third-party valuation firm(s).

The Adviser undertakes a multi-step valuation process, which includes, among other procedures, the following:

•

The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued using certain inputs, among others, provided by the investment professionals responsible for the portfolio investment in conjunction with the Company’s portfolio management team. The Company utilizes an independent valuation firm to provide valuation on each material illiquid security at least once every trailing 12-month period;

•

Preliminary valuations are reviewed and discussed with management of the Adviser and investment professionals; and

•

The Adviser will review the valuations and determine the fair value of each investment. Valuations that are not based on readily available market quotations will be valued in good faith based on, among other things, the input of, where applicable, third parties.

As part of the valuation process, the Adviser may consider other information and may use valuation methods including but not limited to (i) market quotes for similar investments, (ii) recent trading activity, (iii) discounting forecasted cash flows of the investment, (iv) models that consider the implied yields from comparable debt, (v) third party appraisal, (vi) sale negotiations and purchase offers received from independent parties and (vii) estimated value of underlying assets to be received in liquidation or restructuring.

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 fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Under existing accounting guidance, fair value is defined as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. This accounting guidance emphasizes valuation techniques that maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.

The Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible to the Company.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Significant inputs that are unobservable for an asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Investments for which no external pricing sources are available as of the valuation date are included in level 3 of the fair value hierarchy.

Forward Contracts

The Company may enter into forward purchase contracts primarily to manage credit risk. When entering into a forward purchase contract, the Company agrees to deliver a fixed quantity of securities for an agreed-upon price on an agreed future date. Forward contracts entered into by the Company are not designated as hedging instruments, and as a result, the Company presents changes in fair value through net change in unrealized appreciation (depreciation) on derivative instruments in the consolidated statements of operations. Realized and unrealized gains and losses of derivative instruments are included in the consolidated statements of operations. These instruments involve market risk, credit risk, or both kinds of risks. Risks arise from the possible inability of counterparties to meet the terms of their contracts and movements in fair value. The Company attempts to limit counterparty risk by only dealing with well-known counterparties.

Revenue Recognition

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

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. The Company considers many factors relevant to an investment when placing it on or removing it from non-accrual status including, but not limited to, the delinquency status of the investment, economic and business conditions, the overall financial condition of the underlying investment, the value of the underlying collateral, bankruptcy status, if any, and any other facts or circumstances relevant to the investment. Accrued interest is generally reversed when a loan is placed on non-accrual status. Payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability of the outstanding principal and interest. Non-accrual loans may be restored to accrual status when past due principal and interest is paid current and are likely to remain current based on management’s judgment.

Dividend income on preferred equity securities is recorded on the 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 securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Loan origination fees, original issue discount and market discount are capitalized, and the Company amortizes such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.

Payment-in-Kind Interest

Payment-in-kind (“PIK”) interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income and generally becomes due at maturity. To maintain the Company’s tax treatment as a RIC, this non-cash source of income may be required to be paid out to stockholders in the form of distributions, even though the Company has not yet collected the cash.

Deferred Financing Costs

Origination and other expenses related to the Company’s borrowings are recorded as deferred financing costs and amortized as part of interest expense using the straight-line method over the stated life of the debt instrument. Unamortized deferred financing costs are presented as a direct deduction to the respective debt instrument. There were no new financing costs related to the Company's borrowings during the three months ended March 31, 2024.

Organization and Offering Costs

Organization costs include, among other things, the cost of incorporating, including the cost of legal services and other fees pertaining to the Company’s organization. Costs associated with the organization of the Company are expensed as incurred. Offering costs include, among other things, marketing expenses and printing, legal fees, due diligence fees, and other costs in connection with the Company’s offering of shares of its common stock, including the preparation of the Company’s registration statement, and salaries and direct expenses of the Adviser’s personnel, employees of its affiliates and others while engaged in such activities. Offering costs are capitalized as deferred offering expenses and are amortized over twelve months from incurrence. There were no new organization and offering costs during the three months ended March 31, 2024.

Earnings per Share

Basic earnings per share is calculated by dividing net income or loss attributable to common stockholders by the weighted average number of common stock outstanding during the period.

Income Taxes

The Company has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it will generally not pay corporate-level U.S. federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as distributions. 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.

To qualify for and maintain status as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its stockholders, for each taxable year, at least 90% of its “investment company taxable income” (which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses) and net tax-exempt income for that year. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year, and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which the Company paid no U.S. federal income tax. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% nondeductible U.S. federal excise tax on this income.

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 reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes 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.

The Company has analyzed the tax positions taken on federal and state income tax returns for all open tax years and has concluded that no provision for income tax for uncertain tax positions is required in the Company’s consolidated financial statements. The Company’s major tax jurisdictions are U.S. federal, New York State, and foreign jurisdictions where the Company makes significant investments. The Company’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

Distributions to Common Stockholders

Distributions to the Company’s stockholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board and is generally based upon earnings estimated by the Adviser. Net realized capital gains, if any, would generally be distributed at least annually, although the Company may decide to retain such capital gains.

The Company has adopted an “opt out” dividend reinvestment plan (“DRP”) for its stockholders. As a result, if the Company makes a cash distribution, its stockholders will have their cash distributions reinvested in additional shares of the Company’s common stock, including fractional shares as necessary, unless they specifically “opt out” of the DRP to receive the distribution in cash. Under the DRP, cash distributions to participating stockholders will be reinvested in additional shares of the Company’s common stock at a purchase price equal to the net asset value per share as of the last day of the calendar quarter immediately preceding the date such distribution was declared.

The Company may distribute taxable distributions that are payable in cash or part in its common stock. In accordance with certain applicable U.S. Treasury regulations and published guidance issued by the Internal Revenue Service, a publicly offered RIC may treat a distribution of its own stock as fulfilling the RIC distribution requirements if each shareholder may elect to receive his or her entire distribution in either cash or stock of the RIC subject to a limitation that the aggregate amount of cash available to be distributed to all shareholders must be at least 20% of the aggregate declared distribution. If too many shareholders elect to receive cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). In no event will any shareholder electing to receive cash receive less than 20.0% of its entire distribution in cash. If these and certain other requirements are met for U.S. federal income tax purposes, the amount of the distribution paid in stock will be equal to the amount of cash that could have been received instead of stock. Taxable shareholders receiving such distributions will be required to include the amount of the distribution as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain distribution) to the extent of the Company’s current or accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. shareholder may be required to pay tax with respect to such distributions in excess of any cash received. If a U.S. shareholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of the Company’s stock at the time of the sale. Furthermore, with respect to non-U.S. shareholders, the Company may be required to withhold U.S. tax with respect to such distributions, including in respect of all or a portion of such distribution that is payable in common stock. The current published guidance that allows certain stock distributions of a RIC to fulfill the RIC’s own distribution requirements applies only to publicly offered RICs. The Company believes that it currently does not qualify as a publicly offered RIC, although the Company may qualify as a publicly offered RIC for future years.

Recent Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update 2022-03, Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (ASU 2022-03). The accounting standard update clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions and measured at fair value in accordance with Topic 820. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Adopting this new accounting standard will have no material impact on the Company's consolidated financial statements.

Note 3. Related Party Transactions

Administration Agreement

On April 23, 2018, the Company entered into an Administration Agreement (the “Administration Agreement”) with the Administrator. Under the terms of the Administration Agreement, the Administrator will perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operation of the Company, which includes office facilities, equipment, bookkeeping and recordkeeping services and such other services as the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Administration Agreement.

The Company will reimburse the Administrator for services performed under the terms of the Administration Agreement. In addition, pursuant to the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to affiliates or third-parties and the Company pays or reimburses the Administrator for certain expenses incurred by any such affiliates or third-parties for work done on its behalf.

The Administration Agreement had an initial term of two years from its effective date and will remain in effect from year-to-year thereafter if approved annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company, and (ii) the vote of a majority of the Company’s Board who are not parties to the Administration Agreement or “interested persons” of the Company, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act. The Administration Agreement was most recently approved on August 8, 2023. The Administration Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting shares of the Company or by the vote of the Board or by the Administrator.

No person who is an officer, director or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company).

For the three months ended March 31, 2024 and 2023 the Company incurred administrative fees of $0.1 million and $0.1 million, respectively.

Investment Advisory Agreement

On April 23, 2018, the Company entered into an Investment Advisory Agreement with the Adviser which was amended and restated on November 7, 2018 and further amended on July 9, 2019 (as amended, the “Investment Advisory Agreement”). On August 8, 2023, the Board unanimously approved the renewal of the Investment Advisory Agreement for a period of twelve months commencing on November 7, 2023. The amendments were each approved at the time by the Company’s sole stockholder. Under the terms of the Investment Advisory Agreement, the Adviser will be responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing due diligence on potential investments, structuring its investments, monitoring its portfolio companies and providing managerial assistance to portfolio companies.

Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser a base management fee and may also pay to it certain incentive fees.

The base management fee is payable quarterly in arrears at an annual rate of 1.00% (1.50% if an exchange listing occurs) of the Company’s average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the two most recently completed calendar quarters. The management fee for any partial month or quarter will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant month or quarter.

For the three months ended March 31, 2024 and 2023 the Company incurred management fees of $0.3 million and $0.3 million, respectively.

The incentive fee consists of two parts, as follows:

(i)

The first component, the income incentive fee, payable at the end of each quarter in arrears, equals 100% of the pre-incentive fee net investment income in excess of a 1.50% quarterly preferred return but less than 1.76% (1.818% if an exchange listing occurs), the upper level breakpoint, and 15% (17.50% if an exchange listing occurs) of the amount of pre-incentive fee net investment income that exceeds 1.76% (1.818% if an exchange listing occurs) in any calendar quarter. For purposes of determining whether pre-incentive fee net investment income exceeds the hurdle rate, pre-incentive fee net investment income is expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter.

(ii)

The second component, the capital gains incentive fee, payable at the end of each calendar year in arrears, equals 15.0% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. The Company accrues, but does not pay, a capital gains incentive fee with respect to unrealized capital appreciation because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain.

For the three months ended March 31, 2024 and 2023, the Company incurred incentive fees of $0.3 million and $0.2 million, respectively.

The Investment Advisory Agreement was initially in effect for a period of two years from its effective date and will remain in effect from year-to-year thereafter if approved annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company, and (ii) the vote of a majority of the Company’s Board who are not parties to the Investment Advisory Agreement or “interested persons” of the Company, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act. The Investment Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice and, in certain circumstances, upon 120 days’ written notice, by the vote of a majority of the outstanding voting shares of the Company or by the vote of the Board or by the Adviser.

The Adviser may, from time to time, pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms. Prior to the Company’s commencement of operations, the Adviser and its affiliates have incurred operating expenses on behalf of the Company in the amount of $1.2 million, including audit fees of $0.2 million, legal fees of $0.5 million, professional fees of $22.3 thousand, directors’ fees of $0.2 million, insurance of $0.2 million and other expenses of $62.4 thousand. The Company will have no responsibility for such costs until the Adviser submits such costs, or a portion thereof, for reimbursement.

Amounts incurred by the Adviser subsequent to the Company’s commencement of operations were offset against amounts due from the Adviser in connection with the Expense Support Agreement, as described below. For the three months ended March 31, 2024 and 2023, the Adviser paid operating expenses on behalf of the Company in the amount of $0.3 million and $0.4 million, respectively.

Co-investment Exemptive Relief

As a BDC, the Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are not permitted to co-invest with certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, and may, simultaneously co-invest in transactions where price is the only negotiated term. On April 10, 2023, superseding a prior exemptive order granted on October 23, 2018, the SEC issued an order granting an application for exemptive relief to us and certain of our affiliates to co-invest, subject to the satisfaction of certain conditions, in certain private placement transactions, with other funds managed by the Adviser or its affiliates, including business development companies, registered closed-end funds, private funds, certain proprietary accounts of the Investment Adviser or its affiliates, and any future funds that are advised by the Adviser or its affiliated investment advisers. Under the terms of the exemptive order, in order for the Company to participate in a co-investment transaction a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s independent directors must conclude that (i) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching with respect of the Company or its stockholders on the part of any person concerned, and (ii) the proposed transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s investment objectives and strategies and certain criteria established by the Board.

Organization and Offering Costs

Under the Investment Advisory Agreement and the Administrative Agreement, the Company, either directly or through reimbursements to the Adviser or its affiliates, is responsible for its organization and portfolio offering costs in an amount up to 1.50% of total capital commitments. Prior to the Company’s commencement of operations, the Adviser funded the Company’s organization and offering costs in the amount of $1.4 million. The Company will have no responsibility for such costs until the Adviser submits such costs, or a portion thereof, for reimbursement, subject to a cap of 1.50% of the Company’s total commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. For the three months ended March 31, 2024 and 2023, the Company accrued organization and offering costs of $0 and $30 thousand, respectively.

Amounts due to the Adviser for the expected recoveries of organization, offering and operating expenses incurred on behalf of the Company, and amounts due from the Adviser under the Expense Support Agreement for such amounts are reflected on a net basis in amounts due to/from affiliates on the consolidated statements of assets and liabilities.

Expense Support Agreement

On August 22, 2019, the Company entered into the Expense Support Agreement with the Adviser, the purpose of which was to ensure that no portion of distributions made to the Company’s stockholders was paid from the Company’s offering proceeds or borrowings (the “Distribution Objective”). The Expense Support Agreement expired pursuant to its terms on September 26, 2022, other than with respect to reimbursement payments that the Adviser may be entitled to from the Company pursuant to the Expense Support Agreement, for a period of three years following the last business day of the calendar quarter in which the Adviser reimbursed the Company.

Commencing with the fourth quarter of 2019 and on a quarterly basis thereafter, the Adviser would reimburse the Company for operating expenses in an amount sufficient to meet the Distribution Objective. Any payment so required to be made by the Adviser is referred to herein as an “Expense Payment.”

The Adviser’s obligation to make an Expense Payment becomes a liability of the Adviser, and the right to such Expense Payment becomes an asset of the Company, no later than the last business day of the applicable calendar quarter. The Expense Payment for any calendar quarter shall, as promptly as possible, be: (i) paid by the Adviser to the Company in any combination of cash or other immediately available funds, and/or (ii) offset against amounts due from the Company to the Adviser.

Pursuant to the Expense Support Agreement, “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses), and (iii) distributions paid to or otherwise earned by the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above.)

Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions paid to the Company’s stockholders in such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating funds”), the Company shall pay such Excess Operating Funds, or a portion thereof in accordance with the stipulation below, as applicable, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar quarter have been reimbursed or waived. Any payments required to be made by the Company pursuant to the preceding sentence are referred to herein as a “Reimbursement Payment.”

The amount of the Reimbursement Payment for any calendar quarter is equal to the lesser of (i) the Excess Operating Funds in such calendar quarter, and (ii) the aggregate amount of all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the Adviser.

The Company’s obligation to make a Reimbursement Payment becomes a liability to the Company, and the right to such Reimbursement Payment becomes an asset of the Adviser, no later than the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall, as promptly as possible, be paid by the Company to the Adviser in any combination of cash or other immediately available funds. Any Reimbursement Payments shall be deemed to have reimbursed the Adviser for Expense Payments in chronological order beginning with the oldest Expense Payment eligible for reimbursement.

For the three months ended March 31, 2024 and 2023, the gross Expense Reimbursement recovered by the Adviser from the Company was zero and $0.5 million, respectively. The Expense Support Agreement expired pursuant to its terms on September 26, 2022, other than with respect to reimbursement payments that the Adviser may be entitled to from the Company pursuant to the Expense Support Agreement, for a period of three years following the last business day of the calendar quarter in which the Adviser reimbursed the Company. As of December 31, 2023, all reimbursable expenses have been paid back to the Adviser and the Company no longer has any obligations under the Expense Support Agreement.


Quarter Ended	Expense Payment Received from Adviser (1)		Reimbursement Payment made to Adviser		Unreimbursed Expense Payment (1)		Eligible for Reimbursement through (1)
March 31, 2020		346		346		—	March 31, 2023
June 30, 2020		752		752		—	June 30, 2023
September 30, 2020		68		68		—	September 30, 2023
March 31, 2021		217		217		—	March 31, 2024
	$	1,383	$	1,383	$	-

(1)

The actual date that the estimated Expense Payment is eligible for reimbursement will be determined when such Expense Payment is actually made by the Adviser.

As of December31, 2023, all reimbursable expenses have been paid back to the Adviser and the Company no longer has any obligations under the Expense Support Agreement.

Potential Conflicts of Interest

The members of the senior management and investment teams of the Adviser serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company does, or of investment vehicles managed by the same personnel. In serving in these multiple and other capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may or may not be in the Company’s best interests or in the best interest of the Company’s stockholders. The Company’s investment objectives may overlap with the investment objectives of such investment funds, accounts or other investment vehicles.

Note 4. Investments and Fair Value Measurements

The following table summarizes the composition of the Company’s investment portfolio at amortized cost and fair value as of March 31, 2024:


	March 31, 2024
	Amortized		Percentage of			Fair		Percentage of
	Cost		Portfolio			Value		Portfolio
Senior Secured Loan	$	129,019		95.0	%	$	125,545		93.6	%
Structured Note		3,840		2.8	%		3,900		2.9	%
Equity/Other		2,968		2.2	%		4,650		3.5	%
Total	$	135,827		100.0	%	$	134,095		100.0	%

The following table summarizes the composition of the Company’s investment portfolio at amortized cost and fair value as of December 31, 2023:


	December 31, 2023
	Amortized		Percentage of			Fair		Percentage of
	Cost		Portfolio			Value		Portfolio
Senior Secured Loan	$	129,511		95.7	%	$	126,050		94.3	%
Structured Note		3,840		2.8	%		3,860		2.9	%
Equity/Other		1,981		1.5	%		3,765		2.8	%
Total	$	135,332		100.0	%	$	133,675		100.0	%

Generally, under the 1940 Act, the Company would be presumed to “control” a portfolio company if it owned more than 25% of its voting securities or it had the power to exercise control over the management or policies of such portfolio company, and would be an “affiliated person” of a portfolio company if it owned 5% or more of its voting securities. As of March 31, 2024 and December 31, 2023, the Company did not control any of its portfolio companies, each as defined in the 1940 Act.

The following tables summarize the industry and geographic composition of the Company’s investment portfolio based on amortized cost and fair value as of March 31, 2024:


	March 31, 2024
	Amortized		Percentage of			Fair		Percentage of
	Cost		Portfolio			Value		Portfolio
Information Technology	$	45,563		33.5	%	$	43,279		32.3	%
Industrials		23,373		17.2	%		23,530		17.5	%
Financials		16,566		12.2	%		17,947		13.4	%
Healthcare		23,408		17.3	%		23,202		17.3	%
Consumer Staples		11,572		8.5	%		11,331		8.4	%
Consumer Discretionary		3,045		2.2	%		3,034		2.3	%
Collateralized Loan Obligation - Debt Class		3,840		2.8	%		3,900		2.9	%
Gaming		1,721		1.3	%		1,748		1.3	%
Communication Services		4,796		3.5	%		4,837		3.6	%
Transportation		1,943		1.4	%		1,287		1.0	%
Total	$	135,827		100	%	$	134,095		100	%


	March 31, 2024
	Amortized		Percentage of			Fair		Percentage of
	Cost		Portfolio			Value		Portfolio
United States	$	129,364		95.2	%	$	127,556		95.1	%
International		6,463		4.8	%		6,539		4.9	%
Total	$	135,827		100.0	%	$	134,095		100.0	%

The following tables summarize the industry and geographic composition of the Company’s investment portfolio based on amortized cost and fair value as of December 31, 2023:


	December 31, 2023
	Amortized		Percentage of			Fair		Percentage of
	Cost		Portfolio			Value		Portfolio
Information Technology	$	52,690		38.9	%	$	50,152		37.5	%
Industrials		21,413		15.8	%		21,520		16.1	%
Financials		15,629		11.5	%		17,148		12.8	%
Healthcare		23,105		17.2	%		23,119		17.3	%
Consumer Staples		7,003		5.2	%		6,720		5.0	%
Consumer Discretionary		3,066		2.3	%		3,056		2.3	%
Collateralized Loan Obligation - Debt Class		3,840		2.8	%		3,860		2.9	%
Gaming		1,723		1.3	%		1,710		1.3	%
Communication Services		4,917		3.6	%		4,932		3.7	%
Transportation		1,946		1.4	%		1,458		1.1	%
Total	$	135,332		100	%	$	133,675		100	%


	December 31, 2023
	Amortized		Percentage of			Fair		Percentage of
	Cost		Portfolio			Value		Portfolio
United States	$	128,830		95.2	%	$	127,153		95.1	%
International		6,502		4.8	%		6,522		4.9	%
Total	$	135,332		100.0	%	$	133,675		100.0	%

The following table details investments in affiliates at March 31, 2024:


($ in thousands)	Industry	Affiliate Fair Value as of December 31, 2023		Transfers In/Out of Affiliates		Purchases(sales) of or Advances/ Distributions		Net Change in Unrealized Gain/(Loss)		Affiliate Fair Value as of March 31, 2024		Affiliate Investment Income
Great Lakes II Funding LLC (1)(3)(4)	Financial Services	$	92	$	—	$	—	$	—	$	92	$	15
Green Park M-1 Series (1)(2)(3)(4)	Industrials		34		—		—		—		34		—
GreenPark Infrastructure A Series (1)(2)(3)	Industrials		100		—		—		—		100		—
Total Non-controlled affiliates		$	226	$	—	$	—	$	—	$	226	$	15

(1)

Fair value of this investment was determined using significant unobservable inputs

(2)

Qualified asset for purposes of section 55(a) of the Investment Company Act of 1940

(3)

(4)

Security has an unfunded commitment in addition to the amounts shown in the Consolidated Schedule of Investments. See Note 8 for additional information on the Company’s commitments and contingencies.

The following table summarizes the fair value hierarchy of the Company’s investment portfolio as of March 31, 2024:


	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Senior Secured Loan	$	—	$	36,313	$	89,232	$	125,545
Structured Note		—		—		3,900		3,900
Equity/Other		—		—		4,650		4,650
Total	$	—	$	36,313	$	97,782	$	134,095
Forward contracts		—		—		—		—
Total	$	—	$	36,313	$	97,782	$	134,095

The following table summarizes the fair value hierarchy of the Company’s investment portfolio as of December 31, 2023:


	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Senior Secured Loan	$	—	$	34,203	$	91,847	$	126,050
Structured Note		—		—		3,860		3,860
Equity/Other		—		—		3,765		3,765
Total	$	—	$	34,203	$	99,472	$	133,675
Forward contracts		—		—		—		—
Total	$	—	$	34,203	$	99,472	$	133,675

The following is a reconciliation of the Company’s investment portfolio for which level 3 inputs were used in determining fair value for the three months ended March 31, 2024.


	Senior Secured Loan			Structured Note		Subordinated Structured Note		Equity/other			Total Investments			Forward Contracts
Balance as of January 1, 2024	$	91,847		$	3,860	$	—	$	3,765		$	99,472		$	—
Purchases of investments		6,981			—		—		987			7,968			—
Proceeds from principal repayments and sales of investments		(5,484	)		—		—		—			(5,484	)		—
Payment in-kind interest income		161			—		—		—			161			—
Net accretion of discounts		119			—		—		—			119			—
Net change in unrealized appreciation (depreciation) on investments		(430	)		40		—		(102	)		(492	)
Net realized gain on investments		27			—		—		—			27			—
Transfers into level 3		2,637			—		—		—			2,637			—
Transfers out of level 3		(6,626	)		—		—		—			(6,626	)		—
Balance as of March 31, 2024	$	89,232		$	3,900	$	—	$	4,650		$	97,782		$	—
Net change in unrealized appreciation (depreciation) on Level 3 investments still held	$	(351	)	$	40	$	—	$	67		$	(244	)	$	—

The following is a reconciliation of the Company’s investment portfolio for which level 3 inputs were used in determining fair value for the three months ended March 31, 2023:


	Senior Secured Loan			Structured Note		Subordinated Structured Note		Equity/other			Total Investments			Forward Contracts
Balance as of January 1, 2023	$	76,242		$	4,053	$	281	$	2,036		$	82,612		$	55
Purchases of investments		8,962			—		—		11			8,973			—
Proceeds from principal repayments and sales of investments		(3,744	)		—		—		—			(3,744	)		—
Payment in-kind interest income		191			—		—		—			191			—
Net accretion of discounts (amortization of premiums)		100			—		—		—			100			—
Net change in unrealized appreciation (depreciation) on investments		(141	)		14		6		(45	)		(166	)		3
Net realized loss on investments		49			—		—		—			49			—
Transfers into level 3		3,138			—		—		—			3,138			—
Transfers out of level 3		(4,220	)		—		—		—			(4,220	)		—
Balance as of March 31, 2023	$	80,577		$	4,067	$	287	$	2,002		$	86,933		$	58
Net change in unrealized appreciation (depreciation) on Level 3 investments still held	$	(132	)	$	15	$	5	$	(45	)	$	(157	)	$	2

The valuation techniques and significant unobservable inputs used in the valuation of level 3 investments as of March 31, 2024 were as follows:


			Quantitative Information About Level 3 Fair Value Measurements
Asset Category	Fair Value		Valuation Technique/ Methodology	Unobservable Input	Range (Weighted Average)
Equity/Other	$	3,437	Enterprise Valuation	Average EBITDA Multiple	6.8x - 13x (10.0x)
Equity/Other	$	226	Enterprise Valuation	Net Asset Value	100-101 (100)
Equity/Other	$	987	Recent Transaction	Transaction Price	987 (987)
Senior Secured Loan	$	83,681	Discounted Cash Flows	Market Yield	5.8% - 19.2% (11.3%)
Senior Secured Loan	$	5,551	Recent Transaction	Transaction Price	98-99 (98.4)
Structured Note	$	3,900	Recent Transaction	Market Yield	100 (100)
	$	97,782

The valuation techniques and significant unobservable inputs used in the valuation of level 3 investments as of December 31, 2023 were as follows:


			Quantitative Information About Level 3 Fair Value Measurements
Asset Category	Fair Value		Valuation Technique/ Methodology	Unobservable Input	Range (Weighted Average)
Equity/Other	$	2,543	Enterprise Valuation	Average EBITDA Multiple	1.6x - 18x (4.7x)
Equity/Other		226	Enterprise Valuation	Net Asset Value	100-103 (101)
Equity/Other		996	Recent Transaction	Transaction Price	14.9 - 14.9 (14.9)
Senior Secured Loan		81,864	Discounted Cash Flows	Market Yield	6.1% - 19.3% (11.1%)
Senior Secured Loan		9,983	Recent Transaction	Transaction Price	96.5-100 (98.2)
Structured Note		3,860	Discounted Cash Flows	Market Yield	11.9%-11.9% (11.9%)
	$	99,472

Note 5. Borrowings

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% (or 150% if certain conditions are met) after such borrowing. Our Board and initial stockholder have approved our ability to utilize the increased leverage limit, which requires asset coverage of at least 150%. As of March 31, 2024 and December 31, 2023, the Company’s asset coverage was 193.6% and 196.0%, respectively.

On December 16, 2019, the Company, through BCPL Funding, entered into a debt financing facility with UBS AG, London Branch (“UBS”), pursuant to which up to $50.0 million will be made available to the Company (the “Facility”). On March 12, 2021, the Facility was amended (the “Second A&R Facility”), pursuant to which the amount made available to the Company was increased from $50.0 million to $75.0 million.

Pursuant to the Facility, the Company sold certain loans in its portfolio to BCPL Funding (the “Initial Loans”), in consideration for certain Class A Notes (the “Class A Notes”) issued by BCPL Funding. The Initial Loans secure the obligations of BCPL Funding under the Class A Notes, issued pursuant to an indenture between BCPL Funding and U.S. Bank National Association, as trustee (the “Indenture”). On March 12, 2021, in connection with the Second A&R Facility, BCPL Funding entered into a Supplemental Indenture with the trustee (the “Second A&R Indenture”). The Second A&R Indenture expands the asset eligibility criteria and allows for the issuance of additional Class A Notes. Pursuant to the Second A&R Indenture, BCPL Funding issued additional Class A Notes which were purchased by the Company pursuant to a Subscription Agreement between the Company and BCPL Funding, dated as of March 12, 2021. The obligations of BCPL Funding under the additional Class A Notes are secured by the Portfolio Assets to be sold by the Company to BCPL Funding from time to time pursuant to the A&R Issuer Sale and Contribution Agreement. Principal on the Class A Notes will be due and payable at maturity on December 18, 2029. The Class A Notes do not provide for interest payments. The Indenture contains events of default customary for similar transactions, including: (a) the failure to make principal payments on the Class A Notes at their stated maturity or redemption date or to make payments with respect to expenses due under the Indenture within three business days of when due; (b) an event of default occurs under the Repurchase Agreement (defined below); and (c) BCPL Funding is required to register as an investment company under the 1940 Act.

In connection with the Second A&R Facility, the Company has entered into a Fifth Amended and Restated Confirmation with UBS, dated as of August 25, 2023 (the Fifth A&R Confirmation”). The Fifth A&R Confirmation is in respect of a repurchase transaction with UBS, which supplements, forms part of, and is subject to the SIFMA/ICMA Global Master Repurchase Agreement (2011 version), dated as of December 12, 2019 and amended on August 14, 2020 (including any annexes thereto, the “GMRA,” and such GMRA, as supplemented and evidenced by the Fifth A&R Confirmation, the “Repurchase Agreement”). Pursuant to the Repurchase Agreement, UBS purchased the Class A Notes held by the Company for an aggregate purchase price not to exceed $110.0 million, in connection with the purchase by UBS of the increased funded outstanding principal amount of the Class A Notes held by the Company. Such increases in the purchase price under the Repurchase Agreement are conditioned upon the satisfaction of certain criteria with respect to the characteristics and total value of the Portfolio Assets held by BCPL Funding, and composition of the Portfolio Assets, in each case as set forth in the Second A&R Indenture, among others, which criteria are customary for similar transactions. The scheduled Repurchase Date under the Fifth A&R Confirmation is December 19, 2024. The financing fee under the Facility is equal to Term SOFR plus a spread of 2.91161% per year for the relevant period. Pursuant to the Repurchase Agreement, the Company has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other requirements customary for similar transactions. In addition to customary events of default included in similar transactions, the Repurchase Agreement also contains the following events of default, among others: (a) the failure to pay the repurchase price upon the applicable payment dates; (b) the failure to make a voluntary contribution of cash to BCPL Funding if the settlement for the commitment the Company made for the voluntary contribution of Portfolio Assets under the Contribution Agreement does not occur, each within the periods as set forth in the Repurchase Agreement, caused by negative changes in the value or composition of the Portfolio Assets that result in a failure to satisfy the criteria with respect thereto set forth in the Indenture; (c) the occurrence of an act by the Company that constitutes fraud or criminal negligence in respect of its investment activity pursuant to the Collateral Management Agreement; and (d) any officer or employee of the Company who has direct responsibility for the management of the Portfolio Assets is indicted for any act constituting fraud or criminal negligence in respect of investment activity and such person fails to be removed from such person’s managing the Portfolio Assets within the period as set forth in the Collateral Management Agreement.

The Company had provided a make-whole guarantee to the lender in the event that the pledged assets were insufficient to satisfy the repayment of the Facility.

Debt obligations consisted of the following as of March 31, 2024:


	March 31, 2024
	Total Aggregate Borrowing Capacity		Total Principal Outstanding		Less Deferred Financing Costs			Amount per Consolidated Statements of Assets and Liabilities
Credit Facility	$	110,000	$	73,000	$	(635	)	$	72,365
Total Debt	$	110,000	$	73,000	$	(635	)	$	72,365

Debt obligations consisted of the following as of December 31, 2023:


	December 31, 2023
	Total Aggregate Borrowing Capacity		Total Principal Outstanding		Less Deferred Financing Costs			Amount per Consolidated Statements of Assets and Liabilities
Credit Facility	$	110,000	$	71,000	$	(663	)	$	70,337
Total Debt	$	110,000	$	71,000	$	(663	)	$	70,337

Due to the short-term nature of the Facility, the outstanding principal balance approximates fair value. The fair value of the Facility would be categorized as Level 3.

For the three months ended March 31, 2024 and 2023 the components of interest expense were as follows:


	Three Months Ended March 31,
	2024			2023
Interest expense	$	1,491		$	1,070
Amortization of deferred financing and debt issuance costs		28			27
Total Interest Expense	$	1,519		$	1,097
Average debt outstanding		71,571			58,000
Weighted average interest rate		8.5	%		7.6	%

Note 6. Share Transactions

The Company is authorized to issue 1,000,000,000 shares of common stock at $0.001 par value per share.

On April 10, 2018, the Company issued 4,000 shares of common stock to an affiliate of the Adviser for aggregate proceeds of $100,000.

The Company has entered into subscription agreements (the “Subscription Agreements”) with investors, including the Adviser and its affiliates, providing for the private placement of shares of the Company’s common stock. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase shares of the Company’s common stock up to the amount of their respective capital commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors with a minimum of 10 business days prior notice. As of March 31, 2024 and December 31, 2023, the Company had received capital commitments totaling $68.5 million and $68.5 million, respectively.

There were no capital drawdowns during the three months ended March 31, 2024.

The following tables summarizes the total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements during the three months ended March 31, 2023.


Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued		Aggregate Offering Price
March 3, 2023	March 8, 2023		519,186	$	11,500
Total			519,186	$	11,500

Distributions

The Company may fund its cash distributions to stockholders from any sources of funds available to it, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, distributions paid to the Company on account of preferred and common equity investments in portfolio companies and expense reimbursements from the Adviser, which are subject to recoupment. The Company has not established limits on the amount of funds it may use from available sources to make distributions. During certain periods, the Company’s distributions may exceed its taxable earnings. As a result, it is possible that a portion of the distributions the Company makes may represent a return of capital. A return of capital generally is a return of a stockholder’s investment rather than a return of earnings or gains derived from the Company’s investment activities.

The following tables summarizes the distribution declarations for the three months ended March 31, 2024 and 2023:


Date Declared	Record Date	Payment Date	Amount Per Share		Distributions Declared
March 11, 2024	March 22, 2024	April 2, 2024	$	0.60	$	1,822
Total distributions declared			$	0.60	$	1,822


Date Declared	Record Date	Payment Date	Amount Per Share		Distributions Declared
March 6, 2023	March 20, 2023	March 31, 2023	$	0.31	$	853
Total distributions declared			$	0.31	$	853

With respect to distributions, we have adopted an “opt out” dividend reinvestment plan (“DRP”) for common stockholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the DRP will have their distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

The following tables reflect the common stock issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2024 and 2023:


Date Declared	Record Date	Payment Date	Shares
December 21, 2023	December 31, 2023	January 26, 2024		11,736
Total shares issued				11,736


Date Declared	Record Date	Payment Date	Shares
March 6, 2023	March 20, 2023	March 31, 2023		9,874
Total shares issued				9,874

Note 7. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common stock for the three months ended March 31, 2024 and 2023:


	For the Three Months Ended March 31,
	2024		2023
Increase in net assets resulting from operations per share - basic and diluted	$	1,665	$	281
Weighted average shares of common stock outstanding - basic and diluted		3,033,395		2,369,171
Net increase (decrease) in net assets resulting from operations per share - basic and diluted	$	0.55	$	0.12

Note 8. Financial Highlights

The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023:


	For the Three Months Ended March 31,
	2024			2023
Per share data:
Net asset value, beginning of period	$	22.53		$	21.85
Results of operations:
Net investment income(1)		0.54			0.36
Net realized and unrealized gain (loss) (6)		0.01			(0.20	)
Net increase (decrease) in net assets resulting from operations (1)		0.55			0.16
Stockholder distributions: (2)
Distributions from net investment income		(0.60	)		(0.31	)
Net decrease in net assets resulting from stockholder distributions		(0.60	)		(0.31	)
Net asset value, end of period (8)	$	22.48		$	21.70
Shares outstanding, end of period		3,036,712			2,761,194
Total return based on net asset value (3)		2.5	%		-0.7	%
Ratio/Supplemental Data:
Net assets, end of period	$	68,252		$	59,913
Ratio of net investment income to average net assets (5)		10.9	%		7.6	%
Ratio of total expenses to average net assets, excluding Expense Support Agreements (5)		16.1	%		14.4	%
Ratio of net expenses to average net assets, including Expense Support Agreements (4)		16.1	%		18.0	%
Average debt outstanding	$	71,571		$	58,000
Portfolio turnover		5.9	%		3.6	%
Total amount of senior securities outstanding	$	73,000		$	58,000
Asset coverage per unit (7)	$	1,935		$	2,033
Total committed capital, end of period	$	68,490		$	58,890
Ratio of total contributed capital to total committed capital, end of period		100.0	%		100.0	%

(1)

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

(2)

The per share data for distributions reflects the actual amount of distributions paid during the period.

(3)

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, if any, are reinvested in accordance with the Company’s dividend reinvestment plan divided by the beginning net asset value per share. Total return is not annualized.

(4)

The computation of average net assets during the period is based on averaging net assets for the period reported. Ratio includes the net expense support agreement amounts provided to or reimbursed by the Company during the period

(5)

The computation of average net assets during the period is based on averaging net assets for the period reported. Ratio excludes the net expense support agreement amounts provided to or reimbursed by the Company during the period

(6)

The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption is derived from total change in net asset value during the period and differs from the amount calculated using average shares because of the timing of issuances of the Company’s shares in relation to changes in net asset value during the period.

(7)

Asset coverage per unit is the ratio of the carrying value of the Company’s consolidated total assets, less liabilities and indebtedness not represented by senior
securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of
indebtedness and is calculated on a consolidated basis.

(8)

Represents the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the year or period and certain per share data on shares outstanding as of a year or period end or transaction date.

Note 9. Commitments and Contingencies

The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. The Adviser has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.

From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. As of March 31, 2024, the Company is not aware of any pending or threatened litigation.

The Adviser and its affiliates have incurred organization and offering costs and operating expenses on behalf of the Company in the amount of approximately $1.4 million and $1.2 million, respectively, from December 22, 2017 (inception) to October 2, 2019 (commencement of operations). The Company will have no responsibility for any organization and offering costs, nor operating expenses funded by the Adviser prior to the commencement of operations until the Adviser submits such costs, or a portion thereof, for reimbursement, subject to a cap of 1.50% of the Company’s total commitments for organization and offering costs and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. For the period from October 2, 2019 (commencement of operations) through March 31, 2024, the Company accrued organization and offering costs of $0.8 million and recognized operating expenses funded by the Advisor prior to the Company’s commencement of operations of $1.2 million. As of December 31, 2023, the Company's unexpensed organization and offering costs associated with the commencement of operations have expired and are no longer reimbursable by the Company.

See Note 3 for a discussion of the Company’s conditional reimbursement to the Adviser under the Expense Support Agreement.

The Company may, from time to time, enter into commitments to fund investments. As of March 31, 2024 and December 31, 2023, the Company had the following outstanding commitments to fund investments in current portfolio companies:


Portfolio Company	Investment	March 31, 2024		December 31, 2023
Accordion Partners LLC	Senior Secured Loan	$	536	$	1,632
AMCP PET HOLDINGS, INC.	Senior Secured Loan		138		175
Beta Plus Technologies R/C	Senior Secured Loan		315		473
Great Lakes II Funding LLC	Equity/Other		—		11
Green Park M-1 Series	Equity/Other		—		366
Morae Global Inc	Senior Secured Loan		292		292
PhyNet Dermatology LLC	Senior Secured Loan		1,713		1,713
Riddell, Inc	Senior Secured Loan		364		—
Tactical Air Support, Inc	Senior Secured Loan		571		571
Tank Holding Corp	Senior Secured Loan		216		249
VBC Spine Opco LLC	Senior Secured Loan		951		1,080
TA/WEG Holdings, LLC	Senior Secured Loan		111		—
Total Unfunded Portfolio Company Commitments		$	5,207	$	6,562

The Company maintains sufficient capacity to cover outstanding unfunded portfolio company commitments that the Company may be required to fund.

Note 10. Subsequent Events

On May 7, 2024, the Board declared a quarterly distribution of $0.60 per share payable on May 31, 2024 to stockholders of record as of May 22, 2024.

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

(amounts in thousands, except share and per share data, percentages and as otherwise indicated; for example, with the word “million” or otherwise)

The information contained in this section should be read in conjunction with the consolidated financial statements and related notes thereto appearing elsewhere in this Quarterly Report. This discussion includes forward-looking statements that involve substantial risks and uncertainties and should be read in conjunction with the “Cautionary Statement Regarding Forward-Looking Statements” set forth on page 2 of this Quarterly Report on Form 10-Q for further information regarding forward-looking statements. Except as otherwise indicated, the terms “we,” “us,” “our,” the “Company” and “BCPL” refer to BC Partners Lending Corporation.

Overview

The Company was incorporated under the laws of the State of Maryland on December 22, 2017. We have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and as a regulated investment company (“RIC”) for U.S. federal income tax purposes, and we intend to qualify annually as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a BDC and a RIC, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our investment company taxable income and net tax-exempt income. Qualifying assets include investments in “eligible portfolio companies.” Under the relevant Securities and Exchange Commission (“SEC”) rules, the term “eligible portfolio company” includes most private companies, whose principal place of business is the United States, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million. These rules also permit us to include as qualifying assets certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. In addition, we will not invest more than 30% of our total assets in companies whose principal place of business is outside the United States. The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and the Company is taking advantage of the extended transition period for complying with certain new or revised accounting standards provided for emerging growth companies in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”).

Our investment objective is to make investments that generate current income and, to a lesser extent, capital appreciation. We intend for our investments primarily to take the form of debt investments, which may include secured debt, unsecured debt, other debt and/or equity in private middle-market companies (we define “middle-market companies” as those with annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) between $10 million and $50 million). In addition, to a lesser extent, we may invest in the securities of public companies and in structured products. While our primary focus will be on investments within the United States, we may, on occasion, invest in securities of non-U.S. entities. The first lien term loans may include traditional first lien senior secured loans or unitranche loans. Unitranche loans combine characteristics of traditional first lien senior secured loans as well as second lien and/or mezzanine debt (“Junior Debt”). Unitranche loans will expose us to the risks associated with first lien loans and Junior Debt. While there is no specific collateral associated with senior unsecured debt, such positions are senior in payment priority over subordinated debt investments.

Our portfolio may include “covenant-lite” loans which generally refer to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

We are managed by BC Partners Advisors L.P. (the “Adviser”) and supervised by our board of directors (the “Board”), a majority of whom are not “interested persons” of the Company or the Adviser as defined in the 1940 Act. On April 23, 2018, we entered into an Investment Advisory Agreement which was amended and restated on November 7, 2018 and further amended on July 9, 2019 (the “Investment Advisory Agreement”) with the Adviser. On August 8, 2023, the Board unanimously approved the renewal of the Investment Advisory Agreement for a period of twelve months, commencing on November 7, 2023. Under the Investment Advisory Agreement, we have agreed to pay the Adviser a base management fee based on average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the two most recently completed calendar quarters and an incentive fee based on our performance. We engaged BC Partners Management LLC (the “Administrator”) to act as our administrator. On April 23, 2018, we entered into an Administration Agreement (the “Administration Agreement”) with the Administrator. Under the Administration Agreement, we have agreed to reimburse the Administrator for certain services performed to enable us to operate.

On October 25, 2019, we formed a wholly-owned subsidiary, Great Lakes BCPL Funding Ltd. (“BCPL Funding”), a Cayman Islands exempted company, which holds certain of our portfolio loan investments. On December 16, 2019, and amended on March 12, 2021, we, through BCPL Funding, entered into a debt financing facility, as amended on March 12, 2021, pursuant to which up to $75 million is available to us to fund investments and for other general corporate purposes (the “Facility”). See “Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources-Debt” below. On January 28, 2020, we formed a wholly-owned subsidiary, BCPL Sub Holdings LLC, a Delaware limited liability company, which holds our equity investment.

Business Environment and Developments/Outlook

Inflation has accelerated in the U.S. and globally, resulting in a tightening of monetary policy in the United States. Inflation is likely to continue in the near to medium-term. Certain of our portfolio companies may be impacted by inflation and elevated interest rates and persistent inflationary pressures could negatively affect our portfolio companies’ profit margins. Elevated interest rates may have a negative impact on us and BDCs generally. For example, high interest rates may make it more difficult for our portfolio companies to service their obligations under the debt investments that we hold, and could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. Further, to the extent we borrow money to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, high market interest rates may have a material adverse effect on our net investment income in the event we use debt to finance our investments. In periods of rising interest rates, our cost of funds would increase, which could also reduce our net investment income. The year ended December 31, 2023 was characterized by continued volatility in global markets, driven by investor concerns over inflation, rising interest rates, slowing economic growth, political and regulatory uncertainty and geopolitical conditions. Recent events affecting financial institutions have also contributed to volatility in global markets and diminished liquidity and credit availability in the market broadly. Significant market dislocation, particularly in the financial sector, could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner.

Geopolitical instability also continues to pose risk. In particular, the current U.S. political environment and the resulting uncertainties regarding actual and potential shifts in U.S. foreign investment, trade, taxation, economic, environmental and other policies under the current administration, as well as the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the U.S. and China or the conflicts in Eastern Europe or the Middle East, could lead to disruption, instability and volatility in the global markets. Unfavorable economic conditions would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events may limit our investment originations, and limit our ability to grow and could have a material negative impact on our operating results, financial condition, results of operations and cash flows and the fair values of our debt and equity investments.

Certain of our portfolio companies may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the U.S. government, foreign governments, or the United Nations or other international organizations. In particular, on February 24, 2022, Russian troops began a full-scale invasion of Ukraine and, as of the date hereof, the countries remain in active armed conflict. Around the same time, the U.S., the U.K., the E.U., and several other nations announced a broad array of new or expanded sanctions, export controls, and other measures against Russia, Russian-backed separatist regions in Ukraine, and certain banks, companies, government officials, and other individuals in Russia and Belarus, as well as a number of Russian Oligarchs. The U.S. or other countries could also institute broader sanctions on Russia and others supporting Russia’s economy or military efforts. The ongoing conflict and the rapidly evolving measures in response could be expected to have a negative impact on the economy and business activity globally (including in the countries in which the Company invests), and therefore could adversely affect the performance of the Company’s portfolio companies. The severity and duration of the conflict and its impact on global economic and market conditions are impossible to predict, and as a result, could present material uncertainty and risk with respect to the Company and its portfolio companies and operations, and the ability of the Company to achieve its investment objectives. Similar risks will exist to the extent that any portfolio companies, service providers, vendors or certain other parties have material operations or assets in Russia, Ukraine, Belarus, or the immediate surrounding areas. Sanctions could also result in Russia taking counter measures or retaliatory actions which could adversely impact our business or the business of our portfolio companies, including, but not limited to, cyberattacks targeting private companies, individuals or other infrastructure upon which our business and the business of our portfolio companies rely.

We are required to carry our investments at fair value as determined in good faith by the Adviser in its role as “valuation designee” of the Company. Decreases in fair values of our investments are recorded as unrealized depreciation. Depending on market conditions, we could incur substantial losses in future periods, which could have a material adverse impact on our business, financial condition and results of operations.

We have had an increase in our net asset value per share since December 31, 2023 which is primarily the result of an increase in the mark to market of our investment portfolio driven by a recovery in our liquid portfolio during the year.

We are permitted under the 1940 Act, as a BDC, to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowing. In addition, our outstanding borrowings contain affirmative and negative covenants and events of default relating to minimum stockholders’ equity, minimum obligors’ net worth, minimum asset coverage, minimum liquidity and maintenance of RIC and BDC status, as well as cross-default provisions relating to other indebtedness.

As of March 31, 2024, we are in compliance with our asset coverage requirements under the 1940 Act and we are in compliance with all of the covenants pertaining to all of our borrowings. However, any continued increase in unrealized depreciation of our investment portfolio or further significant reductions in our net asset value increases the risk of breaching the relevant covenants, including those relating to minimum stockholders’ equity, minimum obligor net worth, and minimum asset coverage. If we fail to satisfy the respective covenants in our borrowings, or are unable to cure any event of default or obtain a waiver from the lender, it could result in foreclosure by the lenders under the credit facility, which would accelerate our repayment obligations under the facility and thereby have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders.

As of March 31, 2024, our Adviser approved the fair value of our investment portfolio in good faith in accordance with our valuation procedures, with input from third-party valuation firms based on information available at the time of approval.

Subscription Agreement

We are authorized to issue 1,000,000,000 shares of common stock at $0.001 par value per share.

We have entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of shares of our common stock. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase shares of our common stock up to the amount of their respective capital commitment on an as-needed basis each time we deliver a drawdown notice to our investors with a minimum of 10 business days prior notice. Our initial private offering closed on September 26, 2019 (the “Initial Closing Date”).

As of March 31, 2024 and December 31, 2023, we had received capital commitments totaling $68.5 million and $68.5 million, respectively.

There were no capital drawdowns during the three months ended March 31, 2024.

The following tables summarizes the total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 2023:


Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued		Aggregate Offering Price
March 3, 2023	March 8, 2023		519,186	$	11,500
Total			519,186	$	11,500

Liquidity

In April 2020, the Company submitted to the SEC an application for exemptive relief intended, if granted, to provide investors with liquidity options with respect to their investments in shares of the Company’s common stock. In August 2022, the SEC Staff informed the Company that it did not intend to grant the Company's application at the current time, and the Company withdrew its application. The Board continues to consider alternative means of liquidity for the Company's stockholders, including potentially listing the shares of the Company on a national securities exchange or commencing periodic repurchase or tender offers in the future (a "Liquidity Action").

The Company will wind down its operations within ten years after the Initial Closing Date, unless the Board and/or stockholders determine to take a Liquidity Action.

Our Investment Framework

We are a Maryland corporation organized to invest primarily in private middle-market companies in the form of secured debt, unsecured debt, other debt and/or equity securities. Our investment objective is to make investments that generate current income and, to a lesser extent, capital appreciation. We define “middle-market companies” as those with EBITDA between $10 million and $50 million.

As of March 31, 2024 and December 31, 2023, the average investment size in each of our portfolio companies was approximately $2.8 million and $2.7 million, respectively, based on fair value.

Key Components of Our Results of Operations

Investments

We focus primarily on the direct origination and syndication of loans to middle-market companies domiciled in the United States.

Our level of investment activity (both the number of investments and the size of each investment) can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital generally available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

In addition, as part of our risk strategy on investments, we may reduce certain levels of investments through partial sales or syndication to additional investors.

We may invest up to 30% of the investment portfolio in “non-qualifying” opportunistic investments, including investments in high-yield bonds, debt and equity securities of collateralized loan obligation funds, foreign investments, joint ventures, managed funds, partnerships and distressed debt or debt and equity securities of large cap public companies. At March 31, 2024 and December 31, 2023, the total amount of non-qualifying assets as a percentage of total assets was approximately 4.0% and 4.2%, respectively.

Revenues

The principal measure of our financial performance is net increase or decrease in net assets resulting from operations, which includes net investment income or loss, net realized gain or loss on investments, net realized gain or loss on foreign currency, net change in unrealized appreciation or depreciation on investments, and net change in unrealized appreciation or depreciation on foreign currency. Net investment income or loss is the difference between our income from interest, distributions, fees and other investment income and our operating and other expenses. Net realized gain or loss on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost, including the respective realized gain or loss on foreign currency for any non-U.S. dollar denominated investment transactions. Net realized gain or loss on foreign currency is the portion of realized gain or loss attributable to foreign currency fluctuations. Net change in unrealized appreciation or depreciation on investments is the net change in the fair value of our investment portfolio, including the respective unrealized appreciation or depreciation on foreign currency for any non-U.S. dollar denominated investments. Net change in unrealized appreciation or depreciation on foreign currency is the net change in the value of receivables or accruals due to the impact of foreign currency fluctuations.

We principally generate revenues in the form of interest income on the debt investments we hold. Our debt investments typically have a term of three to ten years, and bear interest at a floating rate usually determined on the basis of a benchmark, such as the Secured Overnight Financing Rate (“SOFR”), or an alternate base rate, such as the Prime Rate. Interest on debt securities is generally payable quarterly or semi-annually. In addition, some of our investments may provide for PIK interest. Such amounts of accrued PIK interest are added to the cost of the investment on the respective capitalization dates and generally become due at maturity of the investment or upon the investment being called by the issuer. To a lesser extent, we may also generate revenues in the form of distributions and other distributions on the equity or other securities we anticipate holding. In addition, we may generate revenues in the form of non-recurring commitment, closing, origination, structuring or diligence fees, fees for providing managerial assistance, consulting fees, prepayment fees and performance-based fees. Any such fees generated in connection with our investments will be recognized when earned.

Expenses

Our primary operating expenses include the payment of management and incentive fees, if any, and other expenses under the Investment Advisory Agreement, interest expense from financing arrangements, and other expenses necessary for our operations. The management and incentive fees will compensate the Adviser for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments. On August 20, 2019, the Company entered into a letter agreement (the “Letter Agreement”) with the Adviser pursuant to which, for the period ending December 31, 2019, the Adviser waived 50% of the base management fee to be paid by the Company under the Investment Advisory Agreement. The waiver was prorated for any partial month or quarter. Management fees waived are not subject to recoupment by the Adviser.

We reimburse the Administrator for expenses necessary to perform services related to our administration and operations, including the Adviser’s portion of the compensation and related expenses for certain personnel who provide administrative services. Such services include, among other things, clerical, bookkeeping and recordkeeping services, investor relations, performing or overseeing the performance of our corporate operations (which includes being responsible for the financial records that we are required to maintain and preparing reports for our stockholders and reports filed with the SEC), assisting us in calculating the net asset value per share, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to our stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.

We will also bear all other costs and expenses of our operations, administration and transactions, including but not limited to:

•

the cost of our organization and the offering, subject to a cap of 1.50% of the Company’s total capital commitments, and further bound by a time limitation;

•

the cost of calculating our net asset value, including the cost of any third-party valuation services;

•

the cost of effecting any sales and repurchases of our common stock and other securities;

•

fees and expenses payable under any dealer manager or placement agent agreements, if any;

•

administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;

•

debt service and other costs of borrowings or other financing arrangements;

•

costs of hedging;

•

expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;

•

transfer agent and custodial fees;

•

fees and expenses associated with marketing efforts;

•

federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;

•

federal, state and local taxes;

•

independent directors’ fees and expenses including certain travel expenses;

•

costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing;

•

the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;

•

commissions and other compensation payable to brokers or dealers;

•

research and market data;

•

fidelity bond, directors’ and officers’ errors and omissions liability insurance and other insurance premiums;

•

direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;

•

fees and expenses associated with independent audits, outside legal and consulting costs;

•

costs of winding up our affairs;

•

costs incurred by either the Administrator or us in connection with administering our business, including payments under the Administration Agreement;

•

extraordinary expenses (such as litigation or indemnification); and

•

costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.

We are obligated to reimburse the Adviser for expense payments made by the Adviser to us in connection with the Expense Support Agreement following any calendar quarter in which we have available operating funds. The amount of the reimbursement payment for any calendar quarter will be equal to the lesser of (i) the excess operating funds in such calendar quarter, and (ii) the aggregate amount of all expense payments made by the Adviser to us within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by us to the Adviser.

In addition, we and our Administrator have contracted with U.S. Bank N.A. to provide custodial and various accounting and administrative services, including but not limited to, preparing preliminary financial information for review by the Adviser, maintaining accounting and corporate books and records, processing trade information provided by us and performing testing in respect to RIC compliance.

We expect that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.

Leverage

The amount of leverage we intend to use in any period depends on a number of factors, including cash on-hand available for investing, the cost of financing and general economic and market conditions. Prior to the Small Business Credit Availability Act being signed into law, a BDC generally was not permitted to incur indebtedness unless immediately after such borrowing it has an asset coverage for total borrowings of at least 200%. The Small Business Credit Availability Act, signed into law on March 23, 2018, contains a provision that grants a BDC the option, subject to certain conditions and disclosure obligations, to reduce the asset coverage requirement to 150%. Our Board and initial stockholder have approved the decreased asset coverage ratio.

Portfolio and Investment Activity

As of March 31, 2024 we had investments in 48 portfolio companies with an aggregate fair value of $134.1 million. For the three months ended March 31, 2024, we invested $8.0 million in 7 portfolio companies and received principal repayments of $8.0 million. As of March 31, 2024, our portfolio was invested 93.6% in first-lien investments and 6.4% in other investments. As of March 31, 2024, the average investment size in each of our portfolio companies was approximately $2.8 million based on fair value.

As of March 31, 2023 we had investments in 48 portfolio companies with an aggregate fair value of $110.2 million. For the three months ended March 31, 2023, we invested $13.9 million in 7 portfolio companies and received principal repayments of $3.8 million. As of March 31, 2023, our portfolio was invested 94.2% in first-lien investments and 5.8% in other investments. As of March 31, 2023, the average investment size in each of our portfolio companies was approximately $2.1 million based on fair value.

Our investment activity for the three months ended March 31, 2024 and 2023 was as follows (information presented herein is at par value unless otherwise indicated):


	For the Three Months Ended March 31,
	2024			2023
Investments made in portfolio companies	$	8,043		$	13,913
Investments sold		(7,388	)		(2,466	)
Net investment activity before investments repaid		655			11,447
Investments repaid		(637	)		(1,378	)
Net investment activity	$	18		$	10,069

Portfolio companies at beginning of period	49			45
New portfolio companies		6			5
Exited portfolio companies		(7	)		(2	)
Portfolio companies at end of period		48			48
Number of investments made in existing portfolio companies		1			2
Percentage of investment commitments at floating rates		94.0	%		93.0	%
Percentage of investment commitments at fixed rates		6.0	%		7.0	%
Weighted average contractual interest rate of investment commitments based on par		11.9	%		11.1	%

As of March 31, 2024 and December 31, 2023, our investments consisted of the following:


	March 31, 2024				December 31, 2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Senior Secured Loan	$	129,019	$	125,545	$	129,511	$	126,050
Structured Note		3,840		3,900		3,840		3,860
Equity/Other		2,968		4,650		1,981		3,765
Total	$	135,827	$	134,095	$	135,332	$	133,675

The following table shows the fair value of our performing and non-accrual investments as of March 31, 2024 and December 31, 2023:


	March 31, 2024					December 31, 2023
	Fair Value		Percentage			Fair Value		Percentage
Performing	$	134,095		100.0	%	$	133,675		100.0	%
Non-accrual		—		—			—		—
Total	$	134,095		100.0	%	$	133,675		100.0	%

Results of Operations

Our operating results for the three months ended March 31, 2024 and 2023, were as follows:


	For the Three Months Ended March 31,
	2024		2023
Investment income	$	4,588	$	3,482
Net expenses		2,951		2,628
Net investment income		1,637		854
Net realized and unrealized gain		28		(573	)
Net increase (decrease) in net assets resulting from operations	$	1,665	$	281
Net investment income per share — basic and diluted	$	0.54	$	0.36
Net increase (decrease) in net assets resulting from operations per share - basic and diluted	$	0.55	$	0.12

Investment Income

We generate revenue in the form of interest income on the debt securities that we own, distribution income on any common or preferred stock that we own, and fees generated from the structuring of new deals. Our investments in debt securities will typically have loan maturities of three to ten years and bear interest at a fixed or floating rate.

As of March 31, 2024, our portfolio, based on fair value, consisted of 93.6% first-lien debt investments and 6.4% other investments. As of December 31, 2023, our portfolio, based on fair value, consisted of 94.3% first-lien debt investments and 5.7% other investments. As of March 31, 2024, we had investments in 48 portfolio companies, with an average investment size of approximately $2.8 million based on fair value. As of December 31, 2023, we had investments in 49 portfolio companies, with an average investment size of approximately $2.7 million based on fair value. As of March 31, 2024 and December 31, 2023, the largest single investment in a single portfolio company based on fair value represented 4.2% and 4.4%, respectively, of our total investment portfolio. As of March 31, 2024 and December 31, 2023, 94.0% and 94.0%, respectively, of the debt investments based on fair value in our portfolio were at floating rate.

Investment income for the three months ended March 31, 2024 and 2023 were as follows:


	For the Three Months Ended March 31,
	2024			2023
Interest income	$	4,547		$	3,265
Fee and other income		41			217
Total investment income	$	4,588		$	3,482
Weighted average contractual interest rate on income producing debt investments at par		11.8	%		11.3	%
Weighted average contractual interest rate on income producing debt investments (adjusted for non-accrual and partial non-accrual) at par		11.8	%		11.3	%

For the three months ended March 31, 2024 and 2023, we have generated interest income of $4.5 million and $3.3 million respectively. Such revenues represent cash interest earned as well as non-cash portions relating to accretion of discounts. Cash flows related to such non-cash revenues may not occur for a number of reporting periods or years after such revenues are recognized.

The level of interest income we receive is generally related to the principal balance of income-producing investments, multiplied by the contractual interest rates of our investments. Fee income is transaction based, and typically consists of amendment and consent fees, prepayment fees, structuring fees and other non-recurring fees. As such, fee income is generally dependent on new direct origination investments and the occurrence of events at existing portfolio companies resulting in such fees. Any such fees generated will be recognized as earned. We expect the dollar amount of interest and any distribution income that we earn to increase as the size of our investment portfolio increases.

Expenses

Expenses for the three months ended March 31, 2024 and 2023 were as follows:


	For the Three Months Ended March 31,
	2024		2023
Organization and offering costs	$	—	$	30
Management fees		342		267
Incentive fees		285		231
Administrative fees		142		134
Interest and debt expenses		1,519		1,097
Audit fees		55		65
Legal fees		82		117
Professional fees		69		108
Directors' fees		38		38
Other expenses		419		73
Total expenses before expense support		2,951		2,160
Expense support repayment to related parties		-		468
Net expenses	$	2,951	$	2,628

Total expenses before expense support were $3.0 million and $2.2 million for the three months ended March 31, 2024 and 2023, respectively. Management fees were $0.3 million and $0.3 million, for the three months ended March 31, 2024 and 2023. All organization and offering costs since inception through March 31, 2024 were funded by the Adviser and we will have no responsibility for such costs until the Adviser submits such costs, or a portion thereof, for reimbursement, subject to a cap of 1.50% of our total commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. For the three months ended March 31, 2024 and 2023, we accrued organization and offering costs of zero and $30 thousand, respectively. During the three months ended

March 31, 2024 and 2023, we incurred $1.5 million and $1.1 million, respectively, of interest and debt expenses related to our facility. For the three months ended March 31, 2024 and 2023, legal fees were $0.1 million and $0.1 million, respectively.

We expect our operating expenses related to our ongoing operations to increase in the next several quarters because of the anticipated growth in the size of our asset base. We expect operating expenses as a percentage of our total assets to decrease during periods of asset growth.

On August 22, 2019, we entered into an Expense Support Agreement with the Adviser to ensure that no portion of distributions made to our stockholders would be paid from our offering proceeds or borrowings. Commencing with the fourth quarter 2019 and on a quarterly basis thereafter, pursuant to the Expense Support Agreement between us and the Adviser, the Adviser would reimburse us for operating expenses in an amount that is sufficient to ensure that our net investment income and net short-term capital gains are equal to or greater than the cumulative distributions paid to our stockholders in each quarter. The Expense Support Agreement expired pursuant to its terms on September 26, 2022, other than with respect to reimbursement payments that the Adviser may be entitled to from the Company pursuant to the Expense Support Agreement, for a period of three years following the last business day of the calendar quarter in which the Adviser reimbursed the Company. This arrangement is designed to ensure that no portion of distributions made to our shareholders would be paid from offering proceeds or borrowings. The specific amount of expenses reimbursed by the Adviser was determined at the end of each quarter. During the three months ended March 31, 2024 and 2023, reimbursements to (from) the Adviser totaled, zero and $0.5 million, respectively.

Amounts due to the Adviser for the expected recoveries of organization, offering and operating expenses incurred on behalf of the Company, and amounts due from the Adviser under the Expense Support Agreement for such amounts, are reflected on a net basis in amounts due to/from affiliates on the consolidated statements of assets and liabilities.

Net Realized and Unrealized Gains or Losses

Our investments are generally purchased at a discount to par. We sold and received principal repayments of $8.0 million during the three months ended March 31, 2024, from which we realized net gains totaling $0.1 million. We sold and received principal repayments of $3.8 million during the three months ended March 31, 2023, from which realized net gains totaling $51.0 thousand. We recognized gains on partial principal repayments we received at par value. For the three months ended March 31, 2024 and 2023, the net change in unrealized appreciation on investments totaled $0.1 million and $(0.6) million, respectively.

Net Increase in Net Assets Resulting from Operations

For the three months ended March 31, 2024 and 2023 the net increase (decrease) in net assets resulting from operations was $1.7 million and $0.3 million or $0.55 per share and $0.12 per share, respectively.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated from the net proceeds of capital drawdowns of our private placement offerings of shares of our common stock, as well as from proceeds from principal repayments, income earned on investments and cash equivalents, and borrowings from the Facility. We intend to continue to generate cash primarily from future offerings of shares of our common stock, future borrowings and cash flows from operations. We may from time to time enter into additional debt facilities or increase the size of existing facilities to borrow funds to make investments, including before we have fully invested the net proceeds from our private placement offering, to the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board determines that leveraging our portfolio would be in our best interests and the best interests of our stockholders. In accordance with the 1940 Act, with certain limited exceptions, we are allowed to incur borrowings, issue debt securities or issue preferred stock if immediately after the borrowing or issuance our ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of March 31, 2024, our asset coverage ratio was 193.6%. We seek to carefully consider our unfunded commitments for the purpose of planning our capital resources and ongoing liquidity including our financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation under the 1940 Act and the asset coverage limitation under our credit facility to cover any outstanding unfunded commitments we are required to fund.

The primary uses of cash, including the net proceeds from our issuance and sale of our common stock, are for investments in portfolio companies, repayment of indebtedness, if any, cash distributions to our stockholders, and the cost of operations. As of March 31, 2024, the Adviser and its affiliates have incurred organization and offering costs on our behalf in the amount of $1.4 million. All organization and offering costs, and operating expenses prior to our commencement of operations were funded by the Adviser and we will not have responsibility for such costs until the Adviser submits such costs or a portion thereof for reimbursement, subject to a cap of 1.50% of our total capital commitments for organization and offering costs and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. For the years ended March 31, 2024 and 2023, the Company accrued organization and offering costs of zero and $30.0 thousand, respectively.

As of March 31, 2024 we had $11.2 million in cash and cash equivalents on hand, plus $37.0 million available to us under our borrowing facility, which is expected to be sufficient for our investing activities and to conduct our operations in the foreseeable future. In the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions.

Equity

We are authorized to issue 1,000,000,000 shares of common stock at $0.001 par value per share. As of March 31, 2024, we had 3,036,712 shares outstanding.

As of March 31, 2024 we had received capital commitments totaling $68.5 million. On October 2, 2019, pursuant to the Subscription Agreements, we delivered our first capital drawdown notice to investors relating to the issuance of 842,554 common stock for an aggregate offering price of $21.1 million, of which $10.8 million is from the Adviser and its affiliates, executives and employees of the Adviser, and directors of the Company.

There were no capital drawdowns during the three months ended March 31, 2024.

The following tables summarizes the total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 2023:


Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued		Aggregate Offering Price
March 3, 2023	March 8, 2023		519,186	$	11,500
Total			519,186	$	11,500

Distributions and Distribution Reinvestment

We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC status, we must distribute on an annual basis at least 90% of our investment company taxable income (i.e. ordinary income plus realized net short-term capital gains in excess of realized net long-term capital losses) and net tax-exempt income out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum of (1) 98% of our ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions.

We may distribute taxable distributions that are payable in cash or shares of our common stock at the election of each stockholder. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable in cash or in shares of stock at the election of stockholders are treated as taxable distributions. The Internal Revenue Service has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under this guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions consistent with this guidance that are payable in part in our stock, taxable stockholders receiving such distributions will be required to include the full amount of the distribution (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain distribution) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such distributions in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such distributions, including in respect of all or a portion of such distribution that is payable in stock.

We may not be able to achieve operating results that will allow us to make distributions and distributions at a specific level or to increase the amount of these distributions and distributions from time to time. In addition, we may be limited in our ability to make distributions and distributions due to the asset coverage test for borrowings when applicable to us as a business development company under the 1940 Act and due to provisions in future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of our status as a regulated investment company. We cannot assure stockholders that they will receive any distributions and distributions or distributions and distributions at a particular level.

With respect to the distributions paid to stockholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies was treated as taxable income and accordingly, distributed to stockholders.

We declared our first distribution on December 19, 2019. Subject to the Board’s discretion and applicable legal restrictions, our Board intends to continue to authorize and declare a quarterly distribution amount per share of our common stock. On August 22, 2019, we entered into an Expense Support Agreement with the Adviser to ensure that no portion of distributions made to our stockholders will be paid from our offering proceeds or borrowings.

As described above, we may be prohibited by the 1940 Act from making distributions on our common stock if, at the time of declaration, our asset coverage, as defined in the 1940 Act, is below 150% (subject to any exemptive relief granted to us by the SEC or no-action relief granted by the SEC to another BDC (or to us if we determine to seek such similar no-action or other relief) permitting the BDC to declare any cash distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act in order to maintain its status as a RIC under the Code). In any such event, we would be prohibited from making distributions required in order to maintain our status as a RIC unless made in accordance with any such exemptive or no-action relief granted by the SEC.

The following tables reflect the distributions declared on shares of our common stock during the three months ended March 31, 2024 and 2023:


Date Declared	Record Date	Payment Date	Distribution per Share
March 11, 2024	March 22, 2024	April 2, 2024	$	0.60
Total distributions per share			$	0.60


Date Declared	Record Date	Payment Date	Distribution per Share
March 6, 2023	March 20, 2023	March 31, 2023	$	0.31
Total distributions per share			$	0.31

The following tables reflect the common stock issued pursuant to the dividend reinvestment plan during the years ended March 31, 2024 and 2023:


Date Declared	Record Date	Payment Date	Shares
December 21, 2023	December 31, 2023	January 26, 2024		11,736
Total shares issued				11,736


Date Declared	Record Date	Payment Date	Shares
March 6, 2023	March 20, 2023	March 31, 2023		9,874
Total shares issued				9,874

Debt

On December 16, 2019, we, through BCPL Funding, entered into a debt financing facility with UBS AG, London Branch (“UBS”), as amended on March 12, 2021, pursuant to which the Facility was made available to us. The interest rate applicable to borrowings under the Facility is based on the one month SOFR plus a spread of 291 basis points. The Facility is secured by a security interest in virtually all of our portfolio investments (including cash), subject to certain exceptions. We have provided a make-whole guarantee to the lender in the event that the pledged assets were insufficient to satisfy the repayment of the Facility. The Facility contains covenants and events of default customary for financings of this type. See “Note 5. Borrowings.”

Contractual Obligations

The following table shows the contractual maturities of our debt obligations as of March 31, 2024:


	Payments Due by Period
Contractual Obligations	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
Credit Facility	$	73,000	$	—	$	—	$	73,000	$	—
Total debt obligations	$	73,000	$	—	$	—	$	73,000	$	—

Related-Party Transactions

We have entered into certain contracts under which we have future commitments with affiliated or related parties. We entered into an Investment Advisory Agreement with the Adviser to provide us with investment advisory services under which we will pay our Adviser an annual base management fee based on our average gross assets, excluding cash and cash equivalents, and an incentive fee based on our performance. We also entered into an administrative agreement with the Administrator to perform (or oversee, or arrange for, the performance of) the administrative services necessary to enable us to operate and under which we will reimburse the Administrator for administrative expenses incurred on our behalf. See “Note 3. Related Party Transactions – Administration Agreement” and “– Investment Advisory Agreement” for a description of our obligations under these agreements. We also entered into an Expense Support Agreement with the Adviser, the purpose of which is to ensure that no portion of distributions made to our stockholders will be paid from our offering proceeds or borrowings. We are obligated to reimburse the Adviser for expense payments made by the Adviser to us in connection with the Expense Support Agreement following any calendar quarter in which we have available operating funds. The amount of the reimbursement payment for any calendar quarter will be equal to the lesser of (i) the excess operating funds in such calendar quarter, and (ii) the aggregate amount of all expense payments made by the Adviser to us within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by us to the Adviser.

Off-Balance Sheet Arrangements

Portfolio Company Commitments

As of March 31, 2024 and December 31, 2023, we had the following outstanding commitments to fund investments in current portfolio companies:


Portfolio Company	Investment	March 31, 2024		December 31, 2023
Accordion Partners LLC	Senior Secured Loan	$	536	$	1,632
AMCP PET HOLDINGS, INC.	Senior Secured Loan		138		175
Beta Plus Technologies R/C	Senior Secured Loan		315		473
Great Lakes II Funding LLC	Equity/Other		—		11
Green Park M-1 Series	Equity/Other		—		366
Morae Global Inc	Senior Secured Loan		292		292
PhyNet Dermatology LLC	Senior Secured Loan		1,713		1,713
Riddell, Inc	Senior Secured Loan		364		—
Tactical Air Support, Inc	Senior Secured Loan		571		571
Tank Holding Corp	Senior Secured Loan		216		249
VBC Spine Opco LLC	Senior Secured Loan		951		1,080
TA/WEG Holdings, LLC	Senior Secured Loan		111		—
Total Unfunded Portfolio Company Commitments		$	5,207	$	6,562

We maintain sufficient borrowing capacity to cover outstanding unfunded portfolio company commitments that we may be required to fund. We seek to carefully consider our unfunded commitments for the purpose of planning our capital resources and ongoing liquidity including our financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation under the 1940 Act and the asset coverage limitation under our credit facility to cover any outstanding unfunded commitments we are required to fund.

Recent Developments

On May 7, 2024, the Board declared a quarterly distribution of $0.60 per share payable on May 31, 2024 to stockholders of record as of May 22, 2024.

Critical Accounting Estimates

The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 statements of assets and liabilities. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. For further discussion of our Significant Accounting Policies, see "Note 2. Significant Accounting Policies."

Investments at Fair Value

Investments for which market quotations are available are typically valued at those market quotations. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations.

Debt that is not publicly traded but for which there are external pricing sources available as of the valuation date is valued using independent broker-dealer, market maker quotations or independent pricing services. The valuation committee comprised of members of the Adviser, (the "Valuation Committee") subjects these quotes to various criteria including, but not limited to, the number and quality of quotes, the deviation among the quotes and information derived from analyzing the Company's transactions in such investments throughout the reporting period. Generally, such investments are categorized in level 2 of the fair value hierarchy, unless the Valuation Committee determines that the quality, quantity or deviation among quotes warrants significant adjustment to the inputs utilized.

The Board has designated the Adviser as its “valuation designee” pursuant to Rule 2a-5 under the 1940 Act, and in that role the Adviser is responsible for performing fair value determinations relating to all of the Company’s investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Board. The Board remains ultimately responsible for fair value determinations under the 1940 Act and satisfies its responsibility through oversight of the valuation designee in accordance with Rule 2a-5.

The Adviser undertakes a multi-step valuation process, which includes, among other procedures, the following:

•

The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued using certain inputs, among other, provided by the investment professionals responsible for the portfolio investment in conjunction with the Company’s portfolio management team. The Company utilizes an independent valuation firm to provide valuation on each material illiquid security at least once every trailing 12-month period;

•

Preliminary valuations are reviewed and discussed with management of the Adviser and investment professionals; and

•

The Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible to the Company.

Level 3: Significant inputs that are unobservable for an asset or liability.

Revenue Recognition

We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, we will not accrue PIK interest if management determines that the PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount, and market discount are capitalized and then we amortize such amounts as interest income. Upon the prepayment of a loan or debt security, any unamortized loan origination fees are recorded as interest income. We further record prepayment premiums on loans and debt securities as interest income when we receive such amounts.

Income Taxes

We have elected to be treated for U.S. federal income tax purposes, and intend to qualify annually, as a RIC under the Code. To qualify for and maintain qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements, and make minimum distributions to stockholders. We may be subject to a 4% nondeductible U.S. federal excise tax on undistributed income. See “Note 2. Significant Accounting Policies – Income Taxes.”

The tax years ended December 31, 2023, 2022, 2021 and 2020 remain subject to examination by U.S. federal, state, and local tax authorities. No material interest expense or penalties have been assessed for the periods ended March 31, 2024 and 2023. If the Company was required to recognize interest and penalties, if any, related to unrecognized tax benefits this would be recognized as income tax expense in the consolidated statements of operations.

The Company’s subsidiary, BCPL Sub Holdings LLC records deferred tax assets or liabilities related to temporary book versus tax differences on the income or loss generated by the underlying equity investments held. As of March 31, 2024 and December 31, 2023, the Company recorded a net deferred tax liability of $0.3 million and zero, respectively.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including valuation risk, interest rate risk, and currency risk. Changes in interest rate may affect both our cost of funding and our interest income from portfolio investments and cash and cash equivalents. Generally, a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to any variable rate investments we may hold and to declines in the value of any fixed rate investments we may hold. However, for those variable rate investments we may hold that provide for an interest rate floor, our interest income will not decrease below a threshold amount. To the extent that a substantial portion of our investments may be in variable rate investments, an increase in interest rates beyond this threshold would make it easier for us to meet or exceed the hurdle rate applicable to the upper level breakpoint of the pre-incentive fee net investment income incentive fee, and may result in a substantial increase in our net investment income and to the amount of incentive fees payable to the Adviser with respect to our increased pre-incentive fee net investment income. Conversely, a decline in the general level of interest rates, including the current environment, can be expected to lead to lower interest rates applicable to any variable rate investments we may hold and to increases in the value of any fixed rate investments we may hold. Such a decrease would make it more difficult for us to meet or exceed the hurdle rate applicable to the upper level breakpoint of the pre-incentive fee net investment income incentive fee, and may result in a substantial decrease in our net investment income and to the amount of incentive fees payable to the Adviser with respect to our decreased pre-incentive fee net investment income.

In addition, we borrow funds in order to make additional investments. Our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we will be subject to risks relating to changes in market interest rates. In periods of rising interest rates when we or any future subsidiaries have debt outstanding or financing arrangements in effect, our interest expense will increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments.

We expect that our long-term investments will be financed primarily with equity and debt. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.

We invest primarily in illiquid debt of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by our Adviser based on, among other things, input of independent third-party valuation firm(s) engaged by the Adviser, and in accordance with our valuation policy. There is no single technique for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If, in the future, we are required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments do not have a readily available market price, and we value these investments at fair value as determined in good faith by the Adviser as valuation designee, subject to the oversight of the Board in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of March 31, 2024, 94.0% of the debt investments based on fair value in our portfolio were at floating rates indexed to SOFR or Prime, as was our outstanding debt. As of March 31, 2024, none of our variable rate securities were yielding interest at a rate equal to the established interest rate floor.

The following table shows the estimated annualized impact on net investment income based on hypothetical base rate changes in interest rates on our loan portfolio and outstanding debt as of March 31, 2024, assuming there are no changes in our investment and borrowing structure.



Basis Point Change	Increase (Decrease) in Interest Income			(Increase) Decrease in Interest Expense			Increase (decrease) in Net Investment Income
Up 300 basis points	$	3,857		$	(1,740	)	$	2,117
Up 200 basis points		2,571			(1,160	)		1,411
Up 100 basis points		1,286			(580	)		706
Down 100 basis points		(1,286	)		580			(706	)
Down 200 basis points		(2,571	)		1,160			(1,411	)
Down 300 basis points		(3,857	)		1,740			(2,117	)

Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments that could affect our net income. Accordingly, we cannot assure you that actual results would not differ materially from the analysis above.

Currency Risk

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each 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. As of March 31, 2024, we had no assets or liabilities denominated in currencies other than U.S. dollars.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the 1934 Act, we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act) as of March 31, 2024. Based on the foregoing evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of March 31, 2024, our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level that we would meet our disclosure obligations.

Changes in internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the 1934 Act) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We and our subsidiaries are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or our subsidiaries. From time to time, we or our subsidiaries may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us.

Item 1A. Risk Factors.

There have been no material changes from the risk factors described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 12, 2024.

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

Refer to “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 6. Share Transactions” in this quarterly report on Form 10-Q for issuances of our shares during the quarter. Such issuances were part of a private offering pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Item 6. Exhibits.

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC (and are numbered in accordance with Item 601 of Regulation S-K):


Exhibit Number		Description of Document

3.1		Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form 10 filed on April 23, 2018)

3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to Form 10 filed on April 23, 2018)

4.1		Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 to the annual report on Form 10-K for the fiscal year ended December 31, 2019)

4.2		Description of Capital Stock (incorporated by reference to Exhibit 4.2 to the annual report on Form 10-K for the fiscal year ended December 31, 2019)

4.3		Indenture, dated as of December 16, 2019, by and between Great Lakes BCPL Funding Ltd. And U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the annual report on Form 10-K for the fiscal year ended December 31, 2019)

4.4		Rule 144A Global Class A Notes and Regulation S Global Class A Notes (incorporated by reference to Exhibit 4.4 to the annual report on Form 10-K for the fiscal year ended December 31, 2019)

4.5		Supplemental Indenture dated as of March 12, 2021, by and among Great Lakes BCPL Funding Ltd. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 the current report on Form 8-K filed on March 16, 2021)

4.6		Second Amended and Restated Indenture, dated as of March 12, 2021, between Great Lakes BCPL Funding Ltd. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 the current report on Form 8-K filed on March 16, 2021)

4.7		Exhibits to Second Amended and Restated Indenture, dated as of March 12, 2021, between Great Lakes BCPL Funding Ltd. and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 the current report on Form 8-K filed on March 16, 2021)

4.8		Rule 144A Global Note Representing Class A Notes Due 2029 (incorporated by reference to Exhibit 4.4 the current report on Form 8-K filed on March 16, 2021)

4.9		Regulation S Global Note Representing Class A Notes Due 2029 (incorporated by reference to Exhibit 4.5 the current report on Form 8-K filed on March 16, 2021)

10.1		Amended and Restated Investment Advisory Agreement by and between BC Partners Lending Corporation and BC Partners Advisors L.P., dated November 7, 2018 (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q for the quarterly period ended September 30, 2018)

10.1.1		First Amendment to Amended and Restated Investment Advisory Agreement dated as of July 9, 2019, by and between BC Partners Lending Corporation and BC Partners Advisors L.P. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on July 10, 2019)

10.2		Administration Agreement (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to Form 10 filed on April 23, 2018)

10.3		Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to Form 10 filed on April 23, 2018)

10.4		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to Form 10 filed on April 23, 2018)

10.5		Transfer Agency Agreement (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to Form 10 filed on April 23, 2018)


10.6		Letter Agreement by and between BC Partners Lending Corporation and BC Partners Advisers L.P., dated August 20, 2019 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on August 23, 2019)

10.7		Expense Support and Conditional Reimbursement Agreement by and between BC Partners Lending Corporation, a Maryland corporation, and BC Partners Advisers L.P., a Delaware limited partnership, dated August 20, 2019 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed on August 23, 2019)

10.8		Master Participation and Assignment Agreement, dated as of December 16, 2019, between Great Lakes BCPL Funding Ltd. and BC Partners Lending Corporation (incorporated by reference to Exhibit 10.8 to the annual report on Form 10-K for the fiscal year ended December 31, 2019)

10.9		Subscription Agreement, dated as of December 16, 2019, between Great Lakes BCPL Funding Ltd. and BC Partners Lending Corporation (incorporated by reference to Exhibit 10.9 to the annual report on Form 10-K for the fiscal year ended December 31, 2019)

10.10		SIFMA/ICMA Global Master Repurchase Agreement (2011 version), by and between UBS AG, London Branch and BC Partners Lending Corporation, dated December 12, 2019, together with the related Annexes thereto, and the Confirmation thereto, dated as of December 16, 2019 (incorporated by reference to Exhibit 10.10 to the annual report on Form 10-K for the fiscal year ended December 31, 2019)

10.11		Fifth Amended and Restated Confirmation in respect of the SIFMA/ICMA Global Master Repurchase Agreement, by and between UBS AG, London Branch and BC Partners Lending Corporation, dated August 25, 2023 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on August 30, 2023)

10.12		Collateral Management Agreement, dated as of December 16, 2019, between Great Lakes BCPL Funding Ltd. and BC Partners Lending Corporation (incorporated by reference to Exhibit 10.11 to the annual report on Form 10-K for the fiscal year ended December 31, 2019)

10.13		Collateral Administration Agreement, dated as of December 16, 2019, between Great Lakes BCPL Funding Ltd., BC Partners Lending Corporation and U.S. Bank National Association as administrator (incorporated by reference to Exhibit 10.12 to the annual report on Form 10-K for the fiscal year ended December 31, 2019)

10.14		Account Control Agreement dated as of December 16, 2019 between Great Lakes BCPL Funding Ltd. and U.S. Bank National Association as trustee and custodian (incorporated by reference to Exhibit 10.13 to the annual report on Form 10-K for the fiscal year ended December 31, 2019)

10.15		Issuer Sale and Contribution Agreement, dated as of December 16, 2019, between Great Lakes BCPL Funding Ltd., BC Partners Lending Corporation and U.S. Bank National Association as trustee (incorporated by reference to Exhibit 10.14 to the annual report on Form 10-K for the fiscal year ended December 31, 2019)

10.16		Letter Agreement regarding Appointment of Valuation Agent, dated as of December 16, 2019, between Great Lakes BCPL Funding Ltd., BC Partners Lending Corporation and UBS AG, London Branch (incorporated by reference to Exhibit 10.15 to the annual report on Form 10-K for the fiscal year ended December 31, 2019)

10.17		Fund of Funds Agreement, dated as of March 3, 2023, between First Trust Alternative Opportunities Fund and BC Partners Lending Corporation (incorporated by reference to Exhibit 10.17 to the annual report on Form 10-K for the fiscal year ended December 31, 2022).

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


	BC Partners Lending Corporation

Date: May 7, 2024	By:	/s/ Edward Goldthorpe
	Name:	Edward Goldthorpe
	Title:	Chief Executive Officer
Date: May 7, 2024	By:	/s/ James Piekarski
	Name:	James Piekarski
	Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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