MIDDLE MARKET CREDIT FUND II, LLC |
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| Investment Company [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| MIDDLE MARKET CREDIT FUND II, LLC | 5. MIDDLE MARKET CREDIT FUND, LLC Overview On February 29, 2016, the Company and Credit Partners entered into an amended and restated limited liability company agreement, which was most recently amended on February 11, 2026 to co-manage Credit Fund, a Delaware limited liability company that is not consolidated in the Company’s unaudited consolidated financial statements. Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. Establishing a quorum for Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of the Company’s representatives and two of Credit Partners’ representatives. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $250,000 each as of March 31, 2026, increased from $175,000 each on February 11, 2026. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by the Company. By virtue of its membership interest, the Company and Credit Partners each indirectly bear an allocable share of all expenses and other obligations of Credit Fund. Together with Credit Partners, the Company co-invests through Credit Fund. Investment opportunities for Credit Fund are sourced primarily by the Company and its affiliates. Portfolio and investment decisions with respect to Credit Fund must be unanimously approved by a quorum of Credit Fund’s investment committee consisting of an equal number of representatives of the Company and Credit Partners. Therefore, although the Company owns more than 25% of the voting securities of Credit Fund, the Company does not believe that it has control over Credit Fund (other than for purposes of the Investment Company Act). Middle Market Credit Fund SPV, LLC (the “Credit Fund Sub”), a Delaware limited liability company, was formed on April 5, 2016. Credit Fund Sub is a wholly owned subsidiary of Credit Fund and is consolidated in Credit Fund’s consolidated financial statements commencing from the date of its formation. Credit Fund Sub primarily invests in first lien loans of middle market companies. Credit Fund and its wholly owned subsidiary follow the same Internal Risk Rating System as the Company. Refer to “Debt” below in this Note 5 for discussions regarding the credit facility entered into and the notes issued by such wholly owned subsidiaries. Credit Fund, the Company, and Credit Partners entered into an administration agreement with Carlyle Global Credit Administration L.L.C., the administrative agent of Credit Fund (in such capacity, the “Credit Fund Administrative Agent”), pursuant to which the Credit Fund Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at the expense of Credit Fund with the approval of the board of managers of Credit Fund, and is reimbursed by Credit Fund for its costs and expenses and Credit Fund’s allocable portion of overhead incurred by the Credit Fund Administrative Agent in performing its obligations thereunder. Selected Financial Data Since inception of Credit Fund and through March 31, 2026 and December 31, 2025, the Company and Credit Partners each made capital contributions of $1 in members’ equity and $216,000 in subordinated loans to Credit Fund. On March 24, 2025, the Company and Credit Partners each received an aggregate return of capital on subordinated loans of $62,500. Since inception, the Company and Credit Partners each have received an aggregate return of capital on subordinated loans of $85,500. Below is certain summarized consolidated financial information for Credit Fund as of March 31, 2026 and December 31, 2025.
(1)As of March 31, 2026 and December 31, 2025, $61,931 and $88,417, respectively, of Credit Fund’s cash and cash equivalents was restricted. (2)As of December 31, 2025, the fair value of the Company’s ownership interest in the mezzanine loan was $40,500. There was no ownership interest in the mezzanine loans as of March 31, 2026. (3)As of March 31, 2026 and December 31, 2025, the fair value of the Company's ownership interest in the subordinated loans and members' equity was $122,983 and $123,114, respectively.
Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund’s portfolio as of March 31, 2026 and December 31, 2025:
(1)At par/principal amount. (2)Floating rate debt investments are generally subject to interest rate floors. (3)Percentages based on fair value.
(a) Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility with the Company (the "Credit Fund Facility"). On February 25, 2026, Credit Fund also entered into a revolving credit facility (the "Credit Fund Subscription Facility"), pursuant to which the lenders have a first priority lien on the unfunded capital commitments, the collateral accounts and other related assets. Accordingly, such assets are not available to creditors of Credit Fund Sub. (b) Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub 2025 Facility”). The lenders of the Credit Fund Sub 2025 Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund. (1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of March 31, 2026, the geographical composition of investments as a percentage of fair value was 2.4% in Australia, 1.0% in Ireland, 2.2% in Luxembourg, 0.8% in the Netherlands, 3.4% in Canada, 1.5% in United Kingdom and 88.7% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales. (2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either SOFR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of March 31, 2026. As of March 31, 2026, the reference rates for Credit Fund’s variable rate loans were the 30-day EURIBOR at 1.89%, the 90-day EURIBOR at 2.08%, the 180-day EURIBOR at 2.48%, 30-day SOFR at 3.69%, the 90-day SOFR at 3.65% and the 180-day SOFR at 3.57%. (3)Loan includes interest rate floor feature, which ranges from 0.50% to 1.00%. (4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method. (5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these unaudited consolidated financial statements. (6)Loans include a credit spread adjustment that typically ranges from 0.10% to 0.43%. (7)Represents an investment on non-accrual status as of March 31, 2026. (8)Represents a non-income producing security as of March 31, 2026. (9)As of March 31, 2026, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans. The unfunded debts’ fair value is included in investments, at fair value on the accompanying Selected Consolidated Balance Sheet Information:
^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility with the Company (the “Credit Fund Facility”). Accordingly, such assets are not available to creditors of Credit Fund Sub. + Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub 2025 Facility”). The lenders of the Credit Fund Sub 2025 Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund. (1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2025, the geographical composition of investments as a percentage of fair value was 2.5% in Australia, 1.1% in Ireland, 2.6% in Luxembourg, 0.8% in the Netherlands and 93.0% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales. (2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either SOFR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2025. As of December 31, 2025, the reference rates for Credit Fund's variable rate loans were the 30-day SOFR at 3.69%, the 90-day SOFR at 3.65% and the 180-day SOFR at 3.57%. (3)Loan includes interest rate floor feature, which ranges from 0.75% to 1.00%. (4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method. (5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these unaudited consolidated financial statements. (6)Loans include a credit spread adjustment that typically ranges from 0.10% to 0.43%. (7)Represents an investment on non-accrual status as of December 31, 2025. (8)Represents a non-income producing security as of December 31, 2025. (9)As of December 31, 2025, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans. The unfunded debts’ fair value is included in investments, at fair value on the accompanying Selected Consolidated Balance Sheet Information:
Debt The Credit Fund and Credit Fund Sub are party to separate credit facilities, as described below. As of March 31, 2026 and December 31, 2025, Credit Fund and Credit Fund Sub were in compliance with all covenants and other requirements of their respective credit facility agreements. Below is a summary of each facility and their borrowing and repayment activity for the respective periods. Credit Fund Facility. On June 24, 2016, Credit Fund closed on the Credit Fund Facility, which has been amended from time to time, most recently on February 24, 2026, pursuant to which Credit Fund may from time to time request mezzanine loans from the Company. The maximum principal amount of the Credit Fund Facility is $100,000, subject to availability under the Credit Fund Facility, which is based on certain advance rates multiplied by the value of Credit Fund’s portfolio investments net of certain other indebtedness that Credit Fund may incur in accordance with the terms of the Credit Fund Facility. Proceeds of the Credit Fund Facility may be used for general corporate purposes, including the funding of portfolio investments. Amounts drawn under the Credit Fund Facility bear interest at the greater of zero and SOFR plus an applicable spread of 6.50% (5.50% prior to the February 24, 2026 amendment) and such interest payments are made quarterly. The availability period under the Credit Fund Facility will terminate on May 21, 2028, (May 21, 2025 prior to the March 18, 2025 amendment), which is also its maturity date upon which Credit Fund is obligated to repay any outstanding borrowings.
Credit Fund Sub 2016 Facility. On June 24, 2016, Credit Fund Sub entered into a revolving credit facility (the “Credit Fund Sub 2016 Facility”), which had been amended from time to time, most recently on November 4, 2024. The Credit Fund Sub 2016 Facility provided up to an amount equal to $465,000 ($640,000 prior to the May 29, 2024 amendment) in secured borrowings during the applicable revolving period (the borrowing base as calculated pursuant to the terms of the Credit Fund Sub 2016 Facility). The aggregate maximum credit commitment could have been increased up to an amount not to exceed $1,400,000, subject to certain restrictions and conditions set forth in the Credit Fund Sub 2016 Facility, including adequate collateral to support such borrowings. The Credit Fund Sub 2016 Facility had a revolving period through May 23, 2025 and a maturity date of May 23, 2026, which could have been extended by mutual agreement of the parties to the Credit Fund Sub 2016 Facility. Borrowings under the Credit Fund Sub 2016 Facility bore interest initially at the applicable commercial paper rate (if the lender was a conduit lender) or SOFR plus 2.30% (2.70% prior to the November 4, 2024). The Credit Fund Sub was also required to pay an unused commitment fee of between 0.00% to 1.75% (0.50% and 0.75% prior to the November 4, 2024 amendment) per year depending on the usage of the Credit Fund Sub 2016 Facility. Payments under the Credit Fund Sub 2016 Facility were made quarterly. Subject to certain exceptions, the Facility was secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Sub. The outstanding borrowings on the Credit Fund Sub 2016 Facility were repaid in full on March 20, 2025.
Credit Fund Sub 2025 Facility. On March 20, 2025, Credit Fund Sub closed on the Credit Fund Sub 2025 Facility. On October 28, 2025, the Company increased the total commitments under the Credit Sub 2025 Facility by $200,000 pursuant to the terms of the agreement, resulting in total commitments increasing to $800,000 ($600,000 prior to the October 28, 2025 amendment). The aggregate commitment may be increased up to an amount not to exceed $800,000, subject to certain conditions as set forth in the Credit Fund Sub 2025 Facility. The Credit Fund Sub 2025 Facility has a revolving period through March 20, 2028 and maturity date of March 20, 2035. Borrowings under the Credit Fund Sub 2025 Facility bear interest at either a SOFR or Eurocurrency rate, with an applicable margin of 1.60%. In addition, Credit Fund Sub is required to pay an unused commitment fee of 0.50% depending on the usage of the Credit Fund Sub 2025 Facility. Payments under the Credit Fund Sub 2025 Facility are made quarterly. Subject to certain exceptions, the Credit Fund Sub 2025 Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Sub. On May 6, 2026, Credit Fund Sub entered into an amendment to the Credit Fund Sub 2025 Facility. As a result of this amendment, total commitments increased from $800,000 to $1,200,000 and applicable margin rate increased from 1.60% to 1.70%.
Credit Fund Subscription Facility. On February 25, 2026, Credit Fund entered into a revolving credit facility (the “Credit Fund Subscription Facility”). The Credit Fund Subscription Facility provides for revolving borrowings and the issuance of letters of credit in an aggregate amount of up to $200,000, with an accordion feature allowing for increases up to $250,000, subject to certain conditions. Borrowings under the Credit Fund Subscription Facility bear interest at rates equal to SOFR plus 1.80%. The Credit Fund Subscription Facility also requires the payment of an unused commitment fee of 0.25% on undrawn amounts. The availability period extends through the maturity date of February 25, 2028, which may be extended once for up to 364 days at the election of Credit Fund, subject to certain conditions. The obligations under the Credit Fund Subscription Facility are secured by a first priority lien on the unfunded capital commitments of Credit Fund’s investors, the right to call capital from Credit Fund’s investors, the collateral accounts and other related assets.
6. MIDDLE MARKET CREDIT FUND II, LLC Overview On November 3, 2020, the Company and CCLF entered into a limited liability company agreement to co-manage Credit Fund II, a Delaware limited liability company. Prior to the completion of the Credit Fund II Purchase, the Company and CCLF had approximately 84.13% and 15.87% economic ownership of Credit Fund II, respectively, and Credit Fund II was managed by a four-member board of managers, on which the Company and CCLF each had equal representation. Prior to the Credit Fund II Purchase, the Company’s membership interest in Credit Fund II was included within Investments–Controlled/Affiliated within the accompanying Consolidated Statements of Assets and Liabilities and Consolidated Schedules of Investments. On February 10, 2025, the Company and CCLF entered into the Amended Credit Fund II LLCA. Pursuant to the terms of the Amended Credit Fund II LLCA, Credit Fund II distributed $2,667 to CCLF, and the Company contributed $140,000 in cash to Credit Fund II. Such distributions and contributions were accounted for as a reduction in CCLF's membership interest based on the net asset value of Credit Fund II as of December 31, 2024. On February 11, 2025, the Company completed the Credit Fund II Purchase, after which Credit Fund II became a wholly owned subsidiary of the Company and in connection therewith the CCLF board members resigned. Middle Market Credit Fund II SPV, LLC (“Credit Fund II Sub”), a Delaware limited liability company, was formed on September 4, 2020. Credit Fund II Sub is a wholly owned subsidiary of Credit Fund II and is consolidated in Credit Fund II’s consolidated financial statements commencing from the date of its formation. Credit Fund II Sub primarily holds investments in first lien loans of middle market companies, which were pledged as security for the Credit Fund II Senior Notes. On November 3, 2020, Credit Fund II Sub closed on the Credit Fund II Senior Notes (the “Credit Fund II Senior Notes”) with lenders, which has been amended from time to time, most recently on August 4, 2023. The Credit Fund II Senior Notes provided for secured borrowings totaling $157,500. On February 11, 2025, in connection with the Credit Fund II Purchase, Credit Fund II Sub repaid the remaining principal balance of the Credit Fund II Senior Notes in full. Credit Fund II, the Company and CCLF entered into an administration agreement with Carlyle Global Credit Administration L.L.C., the administrative agent of Credit Fund II (in such capacity, the “Credit Fund II Administrative Agent”), pursuant to which the Credit Fund II Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at the expense of Credit Fund II with the approval of the board of managers of Credit Fund II, and is reimbursed by Credit Fund II for its costs and expenses and Credit Fund II’s allocable portion of overhead incurred by the Credit Fund II Administrative Agent in performing its obligations thereunder. As of February 11, 2025, the Credit Fund II Administrative Agreement was effectively terminated. 7. STRUCTURED CREDIT PARTNERS JV, LLC Overview On December 23, 2025, the Company and CARS, an affiliated BDC of the Company, together with Sixth Street (collectively the “SCP Members”), entered into an amended and restated limited liability company agreement, as amended from time to time, to co-manage Structured Credit Partners, a Delaware limited liability company that is not consolidated in the Company’s unaudited consolidated financial statements. Structured Credit Partners primarily invests in broadly syndicated loans and is co-managed by Carlyle and Sixth Street. The broadly syndicated loans are financed by financing subsidiaries that include warehouses and collateralized loan obligations. It is the intention of the SCP Members that Structured Credit Partners’ capital be allocated over time approximately equally among financing subsidiaries managed by affiliates of the Company and affiliates of Sixth Street. Structured Credit Partners is managed by eight board members, with each SCP Member having equal representation. Establishing a quorum for Structured Credit Partners’ board of managers requires at least four members to be present, including at least one representative appointed by each SCP Member, and actions of the board generally require unanimous approval of all members present at a meeting at which a quorum is established. The SCP Members hold equal voting interests through non-economic Class A membership interests, and economic interests are held through Class B and Class C membership interests, with economic ownership determined based on funded capital contributions and capital commitments. Capital contributions are made pursuant to board-approved capital calls, and no SCP Member is required to fund capital in excess of its capital commitment. In accordance with their respective economic interests, the SCP Members indirectly bear their allocable share of all expenses and other obligations of Structured Credit Partners. Together with the other SCP Members, the Company co-invests through Structured Credit Partners. Investment opportunities for Structured Credit Partners are sourced primarily by affiliates of the SCP Members. Portfolio and investment decisions with respect to Structured Credit Partners must be unanimously approved by a quorum of Structured Credit Partners’ investment committee consisting of an equal number of representatives appointed by the Carlyle-affiliated SCP Members and the Sixth Street-affiliated SCP Members. Therefore, because the Company does not own more than 25% of the voting interests of Structured Credit Partners, the Company does not believe that it has control over Structured Credit Partners for accounting purposes or for purposes of the Investment Company Act. Structured Credit Partners entered into an administration agreement with Carlyle Global Credit Administration L.L.C., the administrative agent of Structured Credit Partners, pursuant to which the administrative agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at the expense of Structured Credit Partners with board approval, and is reimbursed by Structured Credit Partners for its costs, expenses, and allocable overhead incurred in performing its obligations thereunder. Economic interests are based on funded capital contributions and capital commitments through Class B and Class C membership. The Class A, Class B, and Class C memberships are as follows:
As of March 31, 2026, Structured Credit Partners had three wholly owned subsidiaries. Carlyle US CLO 2026-A, Ltd., a Cayman Islands Corporation, was formed on December 23, 2025, Carlyle US CLO 2026-B, Ltd., a Cayman Islands Corporation, was formed on January 2, 2026 and Sixth Street SCP Warehouse 2, Ltd., a Cayman Islands Corporation, was formed on January 14, 2026. Each subsidiary primarily invests in broadly syndicated loans. As the subsidiaries are wholly owned subsidiaries, they are consolidated in Structured Credit Partners’ unaudited consolidated financial statements commencing from the date of their respective formation. Below is certain summarized consolidated financial information for Structured Credit Partners as of March 31, 2026.
(1)As of March 31, 2026, none of Structured Credit Partners’ cash and cash equivalents was restricted. (2)As of March 31, 2026, the fair value of the Company's ownership interest in the members' equity was $19,799.
Below is a summary of Structured Credit Partners’ portfolio as of March 31, 2026:
(1)At par/principal amount. (2)Percent of total investments at fair value The industry and geography composition of investments as of March 31, 2026 was as follows:
Debt Structured Credit Partners and its subsidiaries are party to separate credit facilities, as listed below. On a weighted average basis, the credit facilities bear interest at a spread of SOFR + 1.05%. As of March 31, 2026, Structured Credit Partners and its subsidiaries were in compliance with all covenants and other requirements of their respective credit facility agreements. Below is a summary of the borrowings and repayments under the credit facilities for the respective periods.
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