Crescent Capital BDC, Inc. (Form: 10-Q, Received: 11/07/2019 16:51:32)

Large accelerated filer

Accelerated filer

Non-Accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2019

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

For the transition period from to

Commission file number 814-01132

Crescent Capital BDC, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		47-3162282
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA		90025
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 235-5900

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

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.

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 Securities Exchange Act of 1934). Yes ☐ No ☒

The number of shares of the Registrant’s common stock, $.001 par value per share, outstanding at November 7, 2019 was 19,549,661.

CRESCENT CAPITAL BDC, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2019

Table of Contents


	INDEX	PAGE NO.
PART I.	FINANCIAL INFORMATION		2
Item 1.	Financial Statements		2
	Consolidated Statements of Assets and Liabilities as of September 30, 2019 (Unaudited) and December 31, 2018		2
	Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018 (Unaudited)		3
	Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2019 and 2018 (Unaudited)		4
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018 (Unaudited)		6
	Consolidated Schedule of Investments as of September 30, 2019 (Unaudited)		7
	Consolidated Schedule of Investments as of December 31, 2018		17
	Notes to Consolidated Financial Statements (Unaudited)		25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		56
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		82
Item 4.	Controls and Procedures		83
PART II.	OTHER INFORMATION		84
Item 1.	Legal Proceedings		84
Item 1A	Risk Factors		84
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		84
Item 3.	Defaults Upon Senior Securities		84
Item 4.	[Reserved]		84
Item 5.	Other Information		84
Item 6.	Exhibits		85

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current or prospective portfolio investments, our industry, our beliefs, and our assumptions. We believe that it is important to communicate our future expectations to our investors. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” 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 are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

The following factors and factors listed under “Risk Factors” in this report and other documents Crescent Capital BDC, Inc. has filed with the Securities and Exchange Commission, or SEC, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operation and financial position. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

•

Potential fluctuation in quarterly operating results;

•

Potential impact of economic recessions or downturns;

•

Adverse developments in the credit markets;

•

Operation in a highly competitive market for investment opportunities;

•

Regulations governing our operation as a business development company;

•

Financing investments with borrowed money;

•

Lack of liquidity in investments;

•

Defaults by portfolio companies;

•

Uncertainty as to the value of certain portfolio investments;

•

Potential resignation of the Advisor and or the Administrator;

•

Changes in interest rates may affect our cost of capital and net investment income;

•

Potential adverse effects of price declines and illiquidity in the corporate debt markets;

•

Risks associated with original issue discount (“OID”) and payment-in-kind (“PIK”) interest income;

•

Risks regarding distributions;

•

Potential adverse effects of new or modified laws and regulations;

•

the acquisition (the “Alcentra Acquisition”) of Alcentra Capital Corporation (“Alcentra Capital”);

•

the outcome and impact of any litigation relating to the Alcentra Acquisition;

•

the likelihood that the Alcentra Acquisition is completed and the anticipated timing of its completion;

•

the ability of our business and Alcentra Capital’s business to successfully integrate if the Alcentra Acquisition is completed; and

•

the impact to the periods following the completion of the Alcentra Acquisition.

Although we believe that the assumptions on which these forward-looking statements are based upon are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the 1934 Act, which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are an investment company.

Crescent Capital BDC, Inc.

Consolidated Statements of Assets and Liabilities


	As of September 30, 2019 (Unaudited)			As of December 31, 2018
Assets
Investments, non-controlled and non-affiliated, at fair value (cost of $668,897,266 and $500,680,681, respectively)	$	658,949,946		$	493,341,724
Investments, controlled and affiliated, at fair value (cost of $34,000,000 and $0, respectively)		33,332,800			—
Cash and cash equivalents		17,580,262			9,809,812
Cash denominated in foreign currency (cost of $512,135 and $580,874, respectively)		502,837			559,011
Receivable for investments sold		260,222			37,427
Interest receivable		3,614,100			1,334,535
Unrealized appreciation on foreign currency forward contracts		1,504,258			17,406
Prepaid expenses and other assets		1,205,302			20,041

Total assets	$	716,949,727		$	505,119,956


Liabilities
Debt (net of deferred financing costs of $3,755,009 and $1,695,193, respectively)	$	319,486,427		$	235,707,992
Payable for investments purchased		9,677			299,570
Distributions payable		8,015,361			5,343,316
Management fees payable - affiliate		1,249,656			963,009
Due to Advisor - affiliate		108,988			136,235
Due to Administrator - affiliate		269,162			178,461
Professional fees payable		555,723			254,929
Directors’ fees payable		141,482			62,063
Interest and other debt financing costs payable		2,986,210			1,849,983
Deferred tax liability		810,206			304,928
Accrued expenses and other liabilities		2,493,655			440,630

Total liabilities	$	336,126,547		$	245,541,116


Commitments and Contingencies (Note 8)

Net Assets
Preferred stock, par value $0.001 per share (10,000 shares authorized, zero outstanding, respectively)	$	—		$	—
Common stock, par value $0.001 per share (200,000,000 shares authorized, 19,549,661 and 13,358,289 shares issued and outstanding, respectively)		19,550			13,358
Paid-in capital in excess of par value		387,865,842			266,023,849
Distributable earnings (accumulated loss)		(7,062,212	)		(6,458,367	)

Total Net Assets	$	380,823,180		$	259,578,840

Total Liabilities and Net Assets	$	715,949,727		$	505,119,956

Net asset value per share	$	19.48		$	19.43

See accompanying notes

Crescent Capital BDC, Inc.

Consolidated Statements of Operations

(Unaudited)


	For the three months ended September 30,				For the nine months ended September 30,
	2019		2018		2019		2018
Investment Income:
From non-controlled and non-affiliated investments:
Interest income	$	12,721,753	$	8,363,489	$	34,278,091	$	22,372,435
Paid-in-kind interest		111,893		157,455		448,521		210,442
Dividend income		1,014,732		202,803		1,946,013		202,803
Other income		87,429		—		687,268		—
From controlled and affiliated investments:
Interest income		—		—		—		—
Dividend income		900,000		—		1,450,000		—
Other income		—		—		—		—

Total investment income		14,835,807		8,723,747		38,809,893		22,785,680


Expenses:
Interest and other debt financing costs		3,523,741		2,175,202		9,505,979		5,783,370
Management fees		2,517,196		1,613,388		6,567,361		4,190,174
Income incentive fees		1,375,235		731,150		3,505,968		1,847,033
Directors’ fees		72,500		72,500		217,500		217,500
Professional fees		202,297		200,097		586,702		575,177
Organization expenses		45,432		40,564		136,295		97,354
Other general and administrative expenses		565,534		471,191		1,623,451		1,369,047

Total expenses		8,301,935		5,304,092		22,143,256		14,079,655
Management and income incentive fees waived		(2,642,775)		(1,455,565)		(6,720,578)		(3,060,259)

Net expenses		5,659,160		3,848,527		15,422,678		11,019,396

Net investment income before taxes		9,176,647		4,875,220		23,387,215		11,766,284
Income and excise taxes		8,417		880		14,096		7,701

Net investment income after taxes		9,168,230		4,874,340		23,373,119		11,758,583


Net realized and unrealized gains (losses) on investments:
Net realized gain/(loss) on:
Non-controlled and non-affiliated investments		(66,039)		—		(986,615)		(219,319)
Foreign currency transactions		41,784		32,697		530,655		37,857
Net change in unrealized appreciation (depreciation) on:
Non-controlled and non-affiliated investments and foreign currency translation		(7,640,913)		(114,625)		(3,130,779)		(1,673,273)
Controlled and affiliated investments		45,360		—		(667,200)		—
Foreign currency forward contracts		1,204,871		—		1,486,852		—

Net realized and unrealized gains (losses) on investments		(6,414,937)		(81,928)		(2,767,087)		(1,854,735)
Benefit/(Provision) for taxes on unrealized appreciation (depreciation) on investments		(25,563)		11,775		(505,278)		17,274

Net increase (decrease) in net assets resulting from operations	$	2,727,730	$	4,804,187	$	20,100,754	$	9,921,122


Per Common Share Data:
Net increase in net assets resulting from operations per share (basic and diluted):	$	0.15	$	0.42	$	1.23	$	0.99
Net investment income per share (basic and diluted):	$	0.49	$	0.43	$	1.43	$	1.17
Weighted average shares outstanding (basic and diluted):		18,810,099		11,394,307		16,341,911		10,043,636

See accompanying notes

Crescent Capital BDC, Inc.

Consolidated Statements of Changes in Net Assets

(Unaudited)


	Common Stock
	Shares		Par Amount		Paid in Capital in Excess of Par		Distributable Earnings		Total Net Assets
Balance at June 30, 2018		10,341,086	$	10,341	$	205,880,161	$	239,948	$	206,130,450
Net increase (decrease) in net assets resulting from operations:
Net investment income		—		—		—		4,874,340		4,874,340
Net realized gain (loss) on investments and foreign currency transactions		—		—		—		32,697		32,697
Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation		—		—		—		(114,625)		(114,625)
Benefit/(Provision) for taxes on unrealized appreciation/(depreciation) on investments		—		—		—		11,775		11,775
Shareholder distributions:
Issuance of common stock		1,249,626		1,249		24,998,751		—		25,000,000
Issuance of common shares pursuant to dividend reinvestment plan		8,768		9		175,408		—		175,417
Equity offering costs		—		—		(56,747)		—		(56,747)
Distributions to shareholders		—		—		—		(4,464,639)		(4,464,639)

Total increase (decrease) for the three months ended September 30, 2018		1,258,394		1,258		25,117,412		339,548		25,458,218

Balance at September 30, 2018		11,599,480	$	11,599	$	230,997,573	$	579,496	$	231,588,668

Distributions to shareholder per share for the three months ended September 30, 2018		—	$	—	$	—	$	0.38	$	0.38


Balance at December 31, 2017		8,597,116	$	8,597	$	170,755,891	$	2,035,501	$	172,799,989
Net increase (decrease) in net assets resulting from operations:
Net investment income		—		—		—		11,758,583		11,758,583
Net realized gain (loss) on investments and foreign currency transactions		—		—		—		(181,462)		(181,462)
Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation		—		—		—		(1,673,273)		(1,673,273)
Benefit/(Provision) for taxes on unrealized appreciation/(depreciation) on investments		—		—		—		17,274		17,274
Shareholder distributions:
Issuance of common stock		2,983,418		2,983		59,997,017		—		60,000,000
Issuance of common shares pursuant to dividend reinvestment plan		18,946		19		380,856		—		380,875
Equity offering costs		—		—		(136,191)		—		(136,191)
Distributions to shareholders		—		—		—		(11,377,127)		(11,377,127)

Total increase (decrease) for the nine months ended September 30, 2018		3,002,364		3,002		60,241,682		(1,456,005)		58,788,679

Balance at September 30, 2018		11,599,480	$	11,599	$	230,997,573	$	579,496	$	231,588,668

Distributions to shareholders per share for nine months ended September 30, 2018		—	$	—	$	—	$	1.08	$	1.08

See accompanying notes

Crescent Capital BDC, Inc.

Consolidated Statements of Changes in Net Assets

(Unaudited)


	Common Stock
	Shares		Par Amount		Paid in Capital in Excess of Par		Distributable Earnings		Total Net Assets
Balance at June 30, 2019		16,245,796	$	16,246	$	322,542,604	$	(1,774,581)	$	320,784,269
Net increase (decrease) in net assets resulting from operations:
Net investment income		—		—		—		9,168,230		9,168,230
Net realized gain (loss) on investments and foreign currency transactions		—		—		—		(24,255)		(24,255)
Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation		—		—		—		(6,390,682)		(6,390,682)
Benefit/(Provision) for taxes on unrealized appreciation/(depreciation) on investments		—		—		—		(25,563)		(25,563)
Shareholder distributions:
Issuance of common stock		3,284,155		3,284		64,996,716		—		65,000,000
Issuance of common shares pursuant to dividend reinvestment plan		19,710		20		390,078		—		390,098
Equity offering costs		—		—		(63,556)		—		(63,556)
Distributions to shareholders		—		—		—		(8,015,361)		(8,015,361)

Total increase (decrease) for the three months ended September 30, 2019		3,303,865		3,304		65,323,238		(5,287,631)		60,038,911

Balance at September 30, 2019		19,549,661	$	19,550	$	387,865,842	$	(7,062,212)	$	380,823,180

Distributions to shareholder per share for the three months ended September 30, 2019		—	$	—	$	—	$	0.41	$	0.41


Balance at December 31, 2018		13,358,289	$	13,358	$	266,023,849	$	(6,458,367)	$	259,578,840
Net increase (decrease) in net assets resulting from operations:
Net investment income		—		—		—		23,373,119		23,373,119
Net realized gain (loss) on investments and foreign currency transactions		—		—		—		(455,960)		(455,960)
Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation		—		—		—		(2,311,127)		(2,311,127)
Benefit/(Provision) for taxes on unrealized appreciation/(depreciation) on investments		—		—		—		(505,278)		(505,278)
Shareholder distributions:
Issuance of common stock		6,138,595		6,139		120,993,861		—		121,000,000
Issuance of common shares pursuant to dividend reinvestment plan		52,777		53		1,038,800		—		1,038,853
Equity offering costs		—		—		(190,668)		—		(190,668)
Distributions to shareholders		—		—		—		(20,704,599)		(20,704,599)

Total increase (decrease) for the nine months ended September 30, 2019		6,191,372		6,192		121,841,993		(603,845)		121,244,340

Balance at September 30, 2019		19,549,661	$	19,550	$	387,865,842	$	(7,062,212)	$	380,823,180

Distributions to shareholders per share for nine months ended September 30, 2019		—	$	—	$	—	$	1.23	$	1.23

See accompanying notes

Crescent Capital BDC, Inc.

Consolidated Statements of Cash Flows

(Unaudited)


	For the nine months ended September 30, 2019			For the nine months ended September 30, 2018
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	20,100,754		$	9,921,122

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:
Purchases of investments		(297,518,899	)		(211,921,254	)
Paid-in-kind interest income		(448,521	)		(210,442	)
Proceeds from sales of investments and principal repayments		97,137,734			80,725,817
Net realized (gain) loss on investments		986,615			219,319
Net change in unrealized (appreciation) depreciation on investments and foreign currency translation		3,797,979			1,673,273
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts		(1,486,852	)		—
Amortization of premium and accretion of discount, net		(2,373,514	)		(1,295,478	)
Amortization of deferred financing costs		690,685			584,661
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		(222,795	)		(39,836	)
(Increase) decrease in interest receivable		(2,279,565	)		(115,008	)
(Increase) decrease in prepaid expenses and other assets		(1,185,261	)		18,683
Increase (decrease) in payable for investments purchased		(289,893	)		21,455,133
Increase (decrease) in management fees payable - affiliate		286,647			154,469
Increase (decrease) in income incentive fees payable - affiliate		—			(504,295	)
Increase (decrease) in due to Advisor - affiliate		(27,247	)		58,386
Increase (decrease) in due to Administrator - affiliate		90,701			(10,699	)
Increase (decrease) in professional fees payable		300,794			101,762
Increase (decrease) in directors’ fees payable		79,419			4,750
Increase (decrease) in interest and credit facility fees and expenses payable		1,136,227			348,539
Increase (decrease) in deferred tax liability		505,278			(17,274	)
Increase (decrease) in accrued expenses and other liabilities		2,053,025			(80,271	)

Net cash provided by (used for) operating activities		(178,666,689	)		(98,928,643	)


Cash flows from financing activities:
Issuance of common stock		121,000,000			60,000,000
Financing costs paid related to revolving credit facilities		(2,750,501	)		(1,602,598	)
Distributions paid		(16,993,701	)		(9,238,844	)
Equity offering costs		(190,668	)		(136,191	)
Borrowings on debt		248,249,514			148,000,000
Repayments on debt		(162,946,244	)		(95,000,000	)

Net cash provided by (used for) financing activities		186,368,400			102,022,367

Effect of exchange rate changes on cash denominated in foreign currency		12,565			(35,983	)
Net increase (decrease) in cash, cash equivalents and foreign currency		7,714,276			3,057,741
Cash, cash equivalents and foreign currency, beginning of period		10,368,823			9,270,912

Cash, cash equivalents and foreign currency, end of period	$	18,083,099		$	12,328,653


Supplemental and non-cash financing activities:
Cash paid during the period for interest	$	7,679,067		$	4,686,246
Issuance of common stock pursuant to distribution reinvestment plan	$	1,038,853		$	380,875
Accrued but unpaid equity offering costs	$	63,556		$	56,747
Accrued but unpaid distributions	$	8,015,361		$	4,464,640

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
Investments⁽¹⁾
United States
Debt Investments
Automobiles & Components
AP Exhaust Acquisition, LLC^(2) (3)	Senior Secured Second Lien								05/2025	$	9,072,563	$	8,819,160			0.5	%	$	1,868,948
Auto-Vehicle Parts, LLC^{(2) (4) (5)}	Senior Secured First Lien								01/2023		—		(5,865	)		—			(580	)
Auto-Vehicle Parts, LLC⁽²⁾	Senior Secured First Lien		L + 450	⁽⁶⁾		6.52	%		01/2023		4,732,136		4,682,228			1.2			4,727,565
Continental Battery Company^(2) (4)	Senior Secured First Lien		L + 550	⁽⁶⁾		7.54	%		12/2022		510,000		500,469			0.1			510,000
Continental Battery Company⁽²⁾	Senior Secured First Lien		L + 550	⁽⁶⁾		7.54	%		12/2022		10,645,515		10,503,025			2.8			10,645,515
Empire Auto Parts, LLC^{(2) (4) (5)}	Senior Secured First Lien								09/2024		—		(6,573	)		—			2,494
Empire Auto Parts, LLC⁽²⁾	Senior Secured First Lien		L + 550	⁽⁷⁾		7.63	%		09/2024		4,875,000		4,785,724			1.3			4,905,400
POC Investors, LLC^{(2) (4) (5)}	Senior Secured First Lien								11/2021		—		(7,650	)		—			—
POC Investors, LLC⁽²⁾	Senior Secured First Lien		L + 550	⁽⁷⁾		7.60	%		11/2021		9,469,845		9,383,344			2.5			9,469,845

											39,305,059		38,653,862			8.4			32,129,187

Capital Goods
Alion Science and Technology Corporation	Senior Secured First Lien		L + 450	⁽⁶⁾		6.54	%		08/2021		2,984,079		2,984,079			0.8			2,993,405
Alion Science and Technology Corporation⁽²⁾	Unsecured Debt					11.00	%		08/2022		6,542,905		6,431,170			1.7			6,542,905
Midwest Industrial Rubber^{(2) (4)}	Senior Secured First Lien		L + 525	⁽⁷⁾		7.35	%		12/2021		131,250		126,961			—			131,250
Midwest Industrial Rubber⁽²⁾	Senior Secured First Lien		L + 525	⁽⁷⁾		7.35	%		12/2021		6,599,027		6,540,799			1.7			6,599,027
Potter Electric Signal Company^(2) (4)	Senior Secured First Lien		P + 325	⁽⁸⁾		8.25	%		12/2022		130,725		127,105			—			128,475
Potter Electric Signal Company^(2) (4)	Senior Secured First Lien		L + 425	⁽⁷⁾		6.83	%		12/2023		192,252		186,625			0.1			188,754
Potter Electric Signal Company⁽²⁾	Senior Secured First Lien		L + 425	⁽⁹⁾		6.32	%		12/2023		2,511,750		2,488,441			0.7			2,499,191

											19,091,988		18,885,180			5.0			19,083,007

Commercial & Professional Services
Allied Universal Holdco LLC⁽⁴⁾	Senior Secured First Lien								07/2026		—		—			—			3,588
Allied Universal Holdco LLC	Senior Secured First Lien		L + 425	⁽⁷⁾		6.51	%		07/2026		13,648,649		13,515,025			3.6			13,684,886
ASP MCS Acquisition Corp.	Senior Secured First Lien		L + 475	⁽⁶⁾		6.79	%		05/2024		5,254,063		5,235,345			0.6			2,381,851
BFC Solmetex LLC & Bonded Filter Co. LLC^{(2) (4)}	Senior Secured First Lien		L + 625	⁽⁷⁾		8.36	%		04/2023		720,000		708,156			0.2			725,143
BFC Solmetex LLC & Bonded Filter Co. LLC⁽²⁾	Senior Secured First Lien		L + 625	⁽⁷⁾		8.36	%		09/2023		625,059		614,794			0.2			629,345
BFC Solmetex LLC & Bonded Filter Co. LLC⁽²⁾	Senior Secured First Lien		L + 625	⁽⁷⁾		8.36	%		09/2023		5,996,192		5,894,824			1.6			6,037,309
BFC Solmetex LLC & Bonded Filter Co. LLC^{(2) (4) (5)}	Senior Secured First Lien								09/2023		—		(6,778	)		—			5,829
CHA Holdings, Inc⁽²⁾	Senior Secured First Lien		L + 450	⁽⁷⁾		6.60	%		04/2025		4,866,964		4,846,807			1.3			4,859,975
CHA Holdings, Inc^{(2) (4)}	Senior Secured First Lien		L + 450	⁽⁷⁾		6.60	%		04/2025		1,026,000		1,021,771			0.3			1,024,465
DFS Intermediate Holdings, LLC^(2) (4)	Senior Secured First Lien		L + 525	⁽⁶⁾		7.29	%		03/2022		3,481,359		3,435,452			0.9			3,481,359
DFS Intermediate Holdings, LLC⁽²⁾	Senior Secured First Lien		L + 525	⁽⁶⁾		7.34	%		03/2022		8,815,375		8,720,790			2.3			8,815,375
DFS Intermediate Holdings, LLC^(2) (4)	Senior Secured First Lien		L + 525	⁽⁶⁾		7.29	%		03/2022		1,643,697		1,617,070			0.4			1,643,697
GH Holding Company⁽²⁾	Senior Secured First Lien		L + 450	⁽⁶⁾		6.54	%		02/2023		1,477,500		1,472,195			0.4			1,477,500

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
GI Revelation Acquisition LLC	Senior Secured First Lien		L + 500	⁽⁶⁾		7.04	%		04/2025	$	7,414,913	$	7,383,032			1.9	%	$	7,130,662
Hepaco, LLC^{(2) (4)}	Senior Secured First Lien		L + 475	⁽⁶⁾		6.81	%		08/2023		583,333		580,982			0.1			583,333
Hepaco, LLC⁽²⁾	Senior Secured First Lien		L + 475	⁽⁶⁾		6.79	%		08/2024		5,164,500		5,123,061			1.4			5,164,500
Hepaco, LLC^{(2) (4)}	Senior Secured First Lien		L + 475	⁽⁶⁾		6.79	%		08/2024		3,988,122		3,953,020			1.0			3,988,122
Jordan Healthcare, Inc.^{(2) (4)}	Senior Secured First Lien		L + 550	⁽⁷⁾		7.60	%		07/2022		294,000		291,410			0.1			295,621
Jordan Healthcare, Inc.⁽²⁾	Senior Secured First Lien		L + 550	⁽⁷⁾		7.60	%		07/2022		4,731,531		4,701,265			1.3			4,748,572
MHS Acquisition Holdings, LLC⁽²⁾	Senior Secured Second Lien		L + 875	⁽⁷⁾		10.85	%		03/2025		8,101,633		7,922,418			2.1			7,979,736
MHS Acquisition Holdings, LLC^(2) (4)	Senior Secured Second Lien		L + 875	⁽⁷⁾		10.85	%		03/2025		466,576		450,900			0.1			450,750
MHS Acquisition Holdings, LLC⁽²⁾	Unsecured Debt		L + 1350 PIK	⁽⁷⁾		13.50	%		03/2026		920,442		909,890			0.2			860,142
Miraclon Corporation⁽²⁾	Senior Secured First Lien		L + 625	⁽⁷⁾		8.54	%		03/2026		4,161,529		4,042,953			1.1			4,161,529
SavATree, LLC^{(2) (4) (5)}	Senior Secured First Lien								06/2022		—		(5,873	)		—			1,766
SavATree, LLC^{(2) (4)}	Senior Secured First Lien		L + 525	⁽⁷⁾		7.35	%		06/2022		36,000		28,671			—			38,890
SavATree, LLC⁽²⁾	Senior Secured First Lien		L + 525	⁽⁷⁾		7.35	%		06/2022		3,965,796		3,922,207			1.0			3,978,531
TecoStar Holdings, Inc.⁽²⁾	Senior Secured Second Lien		L + 850	⁽⁶⁾		10.53	%		11/2024		5,000,000		4,905,523			1.3			5,000,000
UP Acquisition Corp^{(2) (4) (5)}	Senior Secured First Lien								05/2024		—		(23,207	)		—			—
UP Acquisition Corp⁽²⁾	Senior Secured First Lien		L + 575	⁽⁶⁾		7.79	%		05/2024		4,389,000		4,306,413			1.1			4,389,000
Valet Waste Holdings, Inc.	Senior Secured First Lien		L + 400	⁽⁶⁾		6.04	%		09/2025		14,850,000		14,817,254			3.9			14,775,750
Xcentric Mold and Engineering Acquisition Company, LLC⁽²⁾	Senior Secured First Lien		L + 700 (including 100 PIK	)⁽⁶⁾		9.07	%		01/2022		5,634,223		5,579,257			1.4			5,247,220

											117,256,456		115,964,627			29.8			113,564,446

Consumer Durables & Apparel
EiKo Global, LLC^{(2) (4) (5)}	Senior Secured First Lien								06/2023		—		(11,963	)		—			—
EiKo Global, LLC⁽²⁾	Senior Secured First Lien		L + 600	⁽⁷⁾		8.10	%		06/2023		3,264,750		3,212,173			0.9			3,264,750

											3,264,750		3,200,210			0.9			3,264,750

Consumer Services
Colibri Group LLC^{(2) (4) (5)}	Senior Secured First Lien								05/2025		—		(31,459	)		—			—
Colibri Group LLC^{(2) (4)}	Senior Secured First Lien		L + 575	⁽⁷⁾		7.85	%		05/2025		66,667		43,364			—			66,667
Colibri Group LLC⁽²⁾	Senior Secured First Lien		L + 575	⁽⁶⁾		7.86	%		05/2025		8,229,375		8,034,509			2.2			8,229,375
COP Home Services Holdings, Inc.^{(2) (4) (5)}	Senior Secured First Lien								05/2025		—		(8,690	)		—			(2,322	)
COP Home Services Holdings, Inc.^{(2) (4) (5)}	Senior Secured First Lien								05/2025		—		(9,777	)		—			(3,483	)
COP Home Services Holdings, Inc.⁽²⁾	Senior Secured First Lien		L + 450	⁽⁷⁾		6.68	%		05/2025		3,482,879		3,416,865			0.9			3,465,465
Counsel On Call, LLC^{(2) (4)}	Senior Secured First Lien		L + 550	⁽⁶⁾		7.55	%		09/2022		114,286		111,791			—			114,968
Counsel On Call, LLC⁽²⁾	Senior Secured First Lien		L + 550	⁽⁶⁾		7.54	%		09/2022		3,007,485		2,985,926			0.8			3,012,612
JLL XDD, Inc.⁽²⁾	Senior Secured First Lien		L + 475	⁽⁷⁾		6.85	%		12/2023		2,139,263		2,088,491			0.6			2,139,263
Learn-It Systems, LLC^{(2) (4)}	Senior Secured First Lien		L + 450	⁽⁷⁾		6.60	%		03/2025		62,400		1,837			—			62,400
Learn-It Systems, LLC⁽²⁾	Senior Secured First Lien		L + 450	⁽⁷⁾		6.65	%		03/2025		4,378,000		4,275,639			1.2			4,378,000

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
Learn-It Systems, LLC^{(2) (4)}	Senior Secured First Lien		L + 450	⁽⁷⁾		6.65	%		03/2025	$	390,000	$	375,687			0.1	%	$	390,000
New Mountain Learning^{(2) (4)}	Senior Secured First Lien		L + 600	⁽⁷⁾		8.10	%		03/2024		575,000		566,088			0.1			508,360
New Mountain Learning⁽²⁾	Senior Secured First Lien		L + 600	⁽⁷⁾		8.10	%		03/2024		2,210,167		2,175,690			0.5			1,964,690
Pre-Paid Legal Services, Inc.	Senior Secured First Lien		L + 325	⁽⁶⁾		5.29	%		05/2025		3,522,557		3,508,016			0.9			3,522,997
Pre-Paid Legal Services, Inc.	Senior Secured Second Lien		L + 750	⁽⁶⁾		9.54	%		05/2026		9,333,333		9,246,592			2.5			9,329,413
Teaching Strategies LLC⁽²⁾	Senior Secured First Lien		L + 600	⁽⁷⁾		8.10	%		05/2024		9,257,813		9,069,878			2.5			9,350,391
Teaching Strategies LLC^{(2) (4)}	Senior Secured First Lien		L + 600	⁽⁷⁾		8.10	%		05/2024		182,466		170,360			—			188,758
United Language Group, Inc.⁽²⁾	Senior Secured First Lien		L + 600	⁽⁶⁾		8.04	%		12/2021		4,700,850		4,643,459			1.2			4,548,267
United Language Group, Inc.⁽²⁾	Senior Secured First Lien		L + 600	⁽⁶⁾		8.13	%		12/2021		400,000		394,344			0.1			387,017
Vistage Worldwide, Inc.	Senior Secured First Lien		L + 400	⁽⁷⁾		6.13	%		02/2025		8,489,715		8,496,387			2.2			8,454,355
Wrench Group LLC^{(2) (4)}	Senior Secured First Lien								04/2026		—		—			—			1,920
Wrench Group LLC⁽²⁾	Senior Secured First Lien		L + 425	⁽⁷⁾		6.36	%		04/2026		4,595,961		4,552,040			1.2			4,601,706
Wrench Group LLC⁽²⁾	Senior Secured Second Lien		L + 787	⁽¹⁰⁾		10.07	%		04/2027		2,500,000		2,427,638			0.7			2,500,000

											67,638,217		66,534,675			17.7			67,210,819

Diversified Financials
CC SAG Acquisition Corp.^{(2) (4) (5)}	Senior Secured First Lien								09/2025		—		(24,254	)		—			(10,399	)
CC SAG Acquisition Corp.^{(2) (4) (5)}	Senior Secured First Lien								09/2025		—		(30,359	)		—			(22,780	)
CC SAG Acquisition Corp.⁽²⁾	Senior Secured First Lien		L + 525	⁽⁷⁾		7.35	%		09/2025		7,200,000		7,033,358			1.9			7,128,690

											7,200,000		6,978,745			1.9			7,095,511

Energy
BJ Services, LLC⁽²⁾	Senior Secured First Lien		L + 700	⁽⁷⁾		9.32	%		01/2023		4,937,500		4,895,378			1.3			4,937,500
BJ Services, LLC^{(2) (11)}	Senior Secured First Lien		L + 1033	⁽⁷⁾		12.65	%		01/2023		8,393,750		8,321,063			2.2			8,393,750

											13,331,250		13,216,441			3.5			13,331,250

Food & Staples Retailing
BJH Holdings III Corp.⁽²⁾	Senior Secured First Lien		L + 575	⁽⁶⁾		7.79	%		08/2025		13,750,000		13,546,720			3.6			13,681,250
Isagenix International, LLC	Senior Secured First Lien		L + 575	⁽⁷⁾		7.85	%		04/2025		6,560,630		6,530,297			1.3			5,068,087
PetIQ, LLC^{(2) (12)}	Senior Secured First Lien		L + 450	⁽⁶⁾		6.54	%		01/2023		15,000,000		14,857,922			3.9			14,850,000

											35,310,630		34,934,939			8.8			33,599,337

Food, Beverage & Tobacco
Mann Lake Ltd.⁽²⁾	Senior Secured First Lien		L + 500	⁽⁷⁾		7.10	%		10/2024		3,275,250		3,218,589			0.8			3,274,790
Mann Lake Ltd.^{(2) (4)}	Senior Secured First Lien		L + 500	⁽⁷⁾		7.10	%		10/2024		672,000		656,972			0.2			671,873

											3,947,250		3,875,561			1.0			3,946,663

Health Care Equipment & Services
Abode Healthcare, Inc.⁽²⁾	Senior Secured First Lien		L + 425	⁽⁷⁾		6.39	%		08/2025		4,800,000		4,705,222			1.2			4,728,000
Abode Healthcare, Inc.^{(2) (4)}	Senior Secured First Lien		L + 425	⁽⁷⁾		6.39	%		08/2025		287,500		264,857			0.1			270,250
Ameda, Inc.⁽²⁾	Senior Secured First Lien		L + 700	⁽⁶⁾		9.02	%		09/2022		2,558,497		2,528,102			0.7			2,497,640
Ameda, Inc.^{(2) (4)}	Senior Secured First Lien		L + 700	⁽⁶⁾		9.04	%		09/2022		187,500		184,189			0.1			180,364
Avalign Technologies, Inc.⁽²⁾	Senior Secured First Lien		L + 450	⁽⁷⁾		6.60	%		12/2025		17,051,598		16,894,983			4.5			16,966,340

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
Carestream Health, Inc.⁽¹²⁾	Senior Secured Second Lien		L + 950	⁽⁶⁾		11.54	%		06/2021	$	154,612	$	154,612			—	%	$	148,427
Centauri Health Solutions, Inc.	Senior Secured First Lien		L + 475	^(2) (6)		6.79	%		01/2022		893,250		882,496			0.2			902,182
Centauri Health Solutions, Inc.^{(2) (4) (5)}	Senior Secured First Lien								01/2022		—		(9,810	)		—			15,750
Centauri Health Solutions, Inc.⁽²⁾	Senior Secured First Lien		L + 475	⁽⁶⁾		6.79	%		01/2022		14,581,926		14,404,865			3.9			14,727,746
Clarkson Eyecare, LLC⁽²⁾	Senior Secured First Lien		L + 625	⁽⁷⁾		8.37	%		04/2021		9,035,294		8,864,002			2.3			8,899,765
Clarkson Eyecare, LLC⁽²⁾	Senior Secured First Lien		L + 625	⁽⁷⁾		8.39	%		04/2021		5,964,706		5,849,193			1.5			5,875,235
CRA MSO, LLC^{(2) (4) (5)}	Senior Secured First Lien								12/2023		—		(9,632	)		—			—
CRA MSO, LLC⁽²⁾	Senior Secured First Lien		L + 475	⁽⁶⁾		6.80	%		12/2023		1,240,625		1,219,528			0.3			1,240,625
ExamWorks Group, Inc.⁽²⁾	Senior Secured Second Lien		L + 725	⁽⁶⁾		9.29	%		07/2024		5,735,294		5,615,593			1.5			5,762,789
GrapeTree Medical Staffing, LLC^{(2) (4) (5)}	Senior Secured First Lien								10/2022		—		(4,804	)		—			—
GrapeTree Medical Staffing, LLC⁽²⁾	Senior Secured First Lien		L + 500	⁽⁶⁾		7.04	%		10/2022		1,666,000		1,647,091			0.4			1,666,000
MDVIP, Inc.	Senior Secured First Lien		L + 425	⁽⁶⁾		6.29	%		11/2024		9,683,757		9,683,757			2.5			9,623,234
NMN Holdings III Corp.^{(2) (4) (5)}	Senior Secured Second Lien								11/2026		—		(22,245	)		—			—
NMN Holdings III Corp.⁽²⁾	Senior Secured Second Lien		L + 775	⁽⁶⁾		9.78	%		11/2026		7,222,222		7,021,932			1.9			7,222,222
NMSC Holdings, Inc.⁽²⁾	Senior Secured Second Lien		L + 1000	⁽⁷⁾		12.26	%		10/2023		4,307,480		4,195,965			1.1			4,268,000
Omni Ophthalmic Management Consultants, LLC^{(2) (4) (5)}	Senior Secured First Lien								09/2021		—		(11,334	)		—			—
Omni Ophthalmic Management Consultants, LLC^{(2) (4) (5)}	Senior Secured First Lien								09/2021		—		(9,779	)		—			—
Omni Ophthalmic Management Consultants, LLC⁽²⁾	Senior Secured First Lien		L + 525	⁽⁶⁾		7.30	%		09/2021		6,965,000		6,874,611			1.8			6,965,000
Professional Physical Therapy⁽²⁾	Senior Secured First Lien		L + 675 (including 75 PIK	)⁽⁷⁾		8.85	%		12/2022		8,908,688		8,549,213			1.9			7,369,267
PT Network, LLC^{(2) (4) (5)}	Senior Secured First Lien								11/2021		—		(866	)		—			(13,567	)
PT Network, LLC⁽²⁾	Senior Secured First Lien		L + 750 (including 200 PIK	)⁽⁷⁾		9.80	%		11/2021		4,703,265		4,692,787			1.2			4,543,747
Safco Dental Supply, LLC^{(2) (4) (5)}	Senior Secured First Lien								06/2025		—		(9,978	)		—			—
Safco Dental Supply, LLC⁽²⁾	Senior Secured First Lien		L + 550	⁽⁶⁾		7.53	%		06/2025		5,397,446		5,306,750			1.4			5,397,446
Smile Brands, Inc.^{(2) (4)}	Senior Secured First Lien		L + 450	⁽⁷⁾		4.50	%		10/2023		45,000		42,600			—			43,500
Smile Brands, Inc.^{(2) (4)}	Senior Secured First Lien		L + 450	⁽¹⁰⁾		6.70	%		10/2024		379,115		372,454			0.1			375,123
Smile Brands, Inc.⁽²⁾	Senior Secured First Lien		L + 450	⁽¹⁰⁾		6.70	%		10/2024		2,084,250		2,066,237			0.6			2,073,829
Smile Doctors LLC^{(2) (4)}	Senior Secured First Lien		L + 600	⁽⁷⁾		8.10	%		10/2022		77,083		76,418			—			80,167
Smile Doctors LLC^{(2) (4)}	Senior Secured First Lien		L + 600	⁽⁷⁾		6.00	%		10/2022		1,379,416		1,376,698			0.4			1,398,280
Smile Doctors LLC⁽²⁾	Senior Secured First Lien		L + 600	⁽⁷⁾		8.10	%		10/2022		3,181,092		3,152,016			0.9			3,212,903
Unifeye Vision Partners^{(2) (4) (5)}	Senior Secured First Lien								09/2025		—		(30,250	)		—			(30,263	)
Unifeye Vision Partners⁽²⁾	Senior Secured First Lien		L + 500	⁽⁷⁾		7.13	%		09/2025		5,400,000		5,292,720			1.4			5,346,419
Unifeye Vision Partners^{(2) (4)}	Senior Secured First Lien		L + 500	⁽⁷⁾		7.13	%		09/2025		226,667		192,946			0.1			209,798

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
Upstream Rehabilition, Inc.^{(2) (4) (5)}	Senior Secured First Lien								01/2024	$	—	$	(710	)		—	%	$	(291	)
Upstream Rehabilition, Inc.⁽²⁾	Senior Secured First Lien		L + 400	⁽⁶⁾		6.04	%		01/2024		2,107,722		2,099,857			0.6			2,104,652
Zest Acquisition Corp.	Senior Secured First Lien		L + 350	⁽⁷⁾		5.68	%		03/2025		8,852,195		8,852,916			2.2			8,372,672

											135,077,200		132,955,202			34.8			132,443,251

Household & Personal Products
Tranzonic^{(2) (4) (5)}	Senior Secured First Lien								03/2023		—		(3,834	)		—			483
Tranzonic⁽²⁾	Senior Secured First Lien		L + 475	⁽⁶⁾		6.86	%		03/2023		3,917,289		3,887,496			1.0			3,920,731

											3,917,289		3,883,662			1.0			3,921,214

Insurance
Comet Acquisition, Inc.	Senior Secured Second Lien		L + 750	⁽⁷⁾		9.62	%		10/2026		4,632,123		4,621,453			1.2			4,608,962
Integrity Marketing Acquisition, LLC^{(2) (4) (5)}	Senior Secured First Lien								08/2025		—		(49,754	)		—			(7,047	)
Integrity Marketing Acquisition, LLC^{(2) (4) (5)}	Senior Secured First Lien								08/2025		—		(101,039	)		—			(41,072	)
Integrity Marketing Acquisition, LLC⁽²⁾	Senior Secured First Lien		L + 575	⁽⁷⁾		7.88	%		08/2025		13,009,031		12,687,873			3.4			12,943,986
Integro Parent Inc.^{(2) (12)}	Senior Secured First Lien		L + 575	⁽⁷⁾		7.87	%		10/2022		481,392		476,766			0.1			468,154
Integro Parent Inc.^{(2) (12)}	Senior Secured Second Lien		L + 925	⁽⁶⁾		11.29	%		10/2023		380,282		376,404			0.1			380,282
Integro Parent Inc.^{(2) (12)}	Senior Secured Second Lien		L + 925	⁽⁷⁾		11.37	%		10/2023		2,915,493		2,879,839			0.8			2,915,493

											21,418,321		20,891,542			5.6			21,268,758

Materials
Kestrel Parent, LLC^{(2) (4) (5)}	Senior Secured First Lien								11/2023		—		(17,928	)		—			—
Kestrel Parent, LLC⁽²⁾	Senior Secured First Lien		L + 600	⁽⁶⁾		8.04	%		11/2025		6,757,090		6,604,531			1.8			6,757,090
Maroon Group, LLC ^{(2) (4)}	Senior Secured First Lien		L + 675	⁽⁶⁾		8.86	%		08/2022		98,000		95,630			—			98,000
Maroon Group, LLC ⁽²⁾	Senior Secured First Lien		L + 675	⁽¹³⁾		8.85	%		08/2022		1,250,000		1,241,537			0.3			1,250,000
Maroon Group, LLC ⁽²⁾	Senior Secured First Lien		L + 675	⁽⁷⁾		8.85	%		08/2022		2,718,691		2,698,448			0.7			2,718,691

											10,823,781		10,622,218			2.8			10,823,781

Media
Hoya Midco, LLC⁽²⁾	Senior Secured Second Lien		L + 875	⁽⁶⁾		10.79	%		06/2025		540,540		515,244			0.1			545,946

Pharmaceuticals, Biotechnology & Life Sciences
Trinity Partners, LLC^{(2) (4) (5)}	Senior Secured First Lien								02/2023		—		(6,107	)		—			—
Trinity Partners, LLC⁽²⁾	Senior Secured First Lien		L + 500	⁽⁶⁾		7.05	%		02/2023		3,753,485		3,712,850			1.0			3,753,485

											3,753,485		3,706,743			1.0			3,753,485

Retailing
Slickdeals Holdings, LLC^{(2) (4) (5)}	Senior Secured First Lien								06/2023		—		(14,787	)		—			—
Slickdeals Holdings, LLC⁽²⁾	Senior Secured First Lien		L + 625	⁽⁷⁾		8.28	%		06/2024		14,762,746		14,360,086			3.9			14,762,746
Strategic Partners, Inc.⁽²⁾	Senior Secured First Lien		L + 375	⁽⁶⁾		5.79	%		06/2023		6,338,595		6,328,393			1.6			6,346,518

											21,101,341		20,673,692			5.5			21,109,264

Software & Services
Affinitiv, Inc.^{(2) (4) (5)}	Senior Secured First Lien								08/2024		—		(14,582	)		—			—
Affinitiv, Inc.⁽²⁾	Senior Secured First Lien		L + 525	⁽⁷⁾		7.38	%		08/2024		6,500,000		6,388,112			1.7			6,500,000
Ansira Partners, Inc.^{(2) (4)}	Senior Secured First Lien		L + 575	⁽⁶⁾		7.79	%		12/2022		627,832		623,739			0.2			625,458

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
Ansira Partners, Inc.⁽²⁾	Senior Secured First Lien		L + 575	⁽⁶⁾		7.79	%		12/2022	$	6,884,325	$	6,843,766			1.8	%	$	6,867,114
Avaap USA LLC⁽²⁾	Senior Secured First Lien		L + 525	⁽⁶⁾		7.29	%		03/2023		348,250		342,784			0.1			351,733
Avaap USA LLC^{(2) (4) (5)}	Senior Secured First Lien								03/2023		—		(4,861	)		—			3,500
Avaap USA LLC⁽²⁾	Senior Secured First Lien		L + 525	⁽⁶⁾		7.34	%		03/2023		3,817,250		3,753,310			1.0			3,855,422
Benesys, Inc.^{(2) (4) (5)}	Senior Secured First Lien								10/2024		—		(1,879	)		—			(1,690	)
Benesys, Inc.⁽²⁾	Senior Secured First Lien		L + 425	⁽⁶⁾		6.30	%		10/2024		1,435,750		1,417,153			0.4			1,419,571
C-4 Analytics, LLC^{(2) (4) (5)}	Senior Secured First Lien								08/2023		—		(6,810	)		—			—
C-4 Analytics, LLC⁽²⁾	Senior Secured First Lien		L + 450	⁽⁶⁾		6.54	%		08/2023		10,339,000		10,213,534			2.7			10,339,000
CAT Buyer, LLC^{(2) (4) (5)}	Senior Secured First Lien								04/2024		—		(7,041	)		—			(722	)
CAT Buyer, LLC⁽²⁾	Senior Secured First Lien		L + 550	⁽⁶⁾		7.55	%		04/2024		3,591,150		3,517,662			0.9			3,583,737
Claritas, LLC⁽²⁾	Senior Secured First Lien		L + 600	⁽⁷⁾		8.10	%		12/2023		1,128,438		1,118,219			0.3			1,128,438
Claritas, LLC^{(2) (4)}	Senior Secured First Lien		L + 600	⁽⁶⁾		8.04	%		12/2023		82,500		79,837			—			82,500
List Partners, Inc.^{(2) (4) (5)}	Senior Secured First Lien								01/2023		—		(8,976	)		—			13,496
List Partners, Inc.⁽²⁾	Senior Secured First Lien		L + 500	⁽⁶⁾		7.02	%		01/2023		4,634,625		4,570,387			1.2			4,679,303
Mediaocean LLC	Senior Secured First Lien		L + 425	⁽⁶⁾		6.30	%		08/2022		6,723,968		6,697,002			1.8			6,768,784
Ontario Systems, LLC^{(2) (4) (5)}	Senior Secured First Lien								08/2025		—		(4,941	)		—			(4,943	)
Ontario Systems, LLC^{(2) (4) (5)}	Senior Secured First Lien								08/2025		—		(5,435	)		—			(10,874	)
Ontario Systems, LLC⁽²⁾	Senior Secured First Lien		L + 550	⁽⁶⁾		7.62	%		08/2025		3,250,000		3,217,812			0.9			3,217,872
Perforce Software, Inc.	Senior Secured First Lien		L + 450	⁽⁶⁾		6.54	%		07/2026		12,500,000		12,438,988			3.3			12,513,000
Ruffalo Noel Levitz, LLC^{(2) (4) (5)}	Senior Secured First Lien								05/2022		—		(3,532	)		—			(1,500	)
Ruffalo Noel Levitz, LLC⁽²⁾	Senior Secured First Lien		L + 600	⁽¹⁰⁾		8.10	%		05/2022		2,537,250		2,506,486			0.7			2,524,564
SMS Systems Maintenance Services, Inc.^(2) (3)	Senior Secured Second Lien								10/2024		13,718,478		12,566,626			1.7			6,551,302
Transportation Insight, LLC^{(2) (4) (5)}	Senior Secured First Lien								12/2024		—		(6,292	)		—			(3,750	)
Transportation Insight, LLC^(2) (4)	Senior Secured First Lien		L + 450	⁽⁶⁾		6.54	%		12/2024		537,500		526,931			0.1			531,050
Transportation Insight, LLC⁽²⁾	Senior Secured First Lien		L + 450	⁽⁶⁾		6.54	%		12/2024		5,207,400		5,162,417			1.4			5,181,363
Winxnet Holdings LLC^{(2) (4) (5)}	Senior Secured First Lien								06/2023		—		(2,991	)		—			(8,923	)
Winxnet Holdings LLC^{(2) (4)}	Senior Secured First Lien		L + 600	⁽⁶⁾		8.02	%		06/2023		80,000		74,011			—			71,077
Winxnet Holdings LLC⁽²⁾	Senior Secured First Lien		L + 600	⁽⁶⁾		8.02	%		06/2023		1,975,000		1,944,020			0.5			1,930,944

											85,918,716		83,935,456			20.7			78,706,826

Technology Hardware & Equipment
Onvoy, LLC⁽²⁾	Senior Secured Second Lien		L + 1050	⁽⁶⁾		12.54	%		02/2025		2,635,052		2,538,017			0.6			2,171,316

Transportation
Pilot Air Freight, LLC⁽²⁾	Senior Secured First Lien		L + 525	⁽⁶⁾		7.29	%		10/2022		5,431,003		5,404,483			1.5			5,431,003
Pilot Air Freight, LLC^{(2) (4)}	Senior Secured First Lien		L + 525	⁽⁶⁾		7.29	%		10/2022		1,211,519		1,211,519			0.3			1,211,519
Pilot Air Freight, LLC^{(2) (4) (5)}	Senior Secured First Lien								07/2024		—		(4,815	)		—			—

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *	Interest Rate	Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
Pilot Air Freight, LLC^{(2) (4) (5)}	Senior Secured First Lien				07/2024	$	—	$	(401	)		—	%	$	—

							6,642,522		6,610,786			1.8			6,642,522

Total Debt Investments United States						$	598,173,847	$	588,576,802			150.9	%	$	574,611,333

Equity Investments
Automobiles & Components
AP Centric^{(2) (14)}	Common Stock						927		927,437			—			—

Capital Goods
Alion Science and Technology Corporation^(2) (14)	Common Stock						745,504		766,483			0.3			1,127,722

Commercial & Professional Services
MHS Acquisition Holdings, LLC^(2) (14)	Common Stock						913		912,639			0.2			667,345
MHS Acquisition Holdings, LLC^(2) (14)	Preferred Stock						20		19,794			—			—
TecoStar Holdings, Inc.^{(2) (14)}	Common Stock						500,000		500,000			0.2			800,795
Universal Services Equity Investments^(2) (14)	Common Stock						1,000,000		1,000,000			0.7			2,892,118
USAGM HoldCo LLC^{(2) (14)}	Common Stock						346,956		558,223			0.3			1,003,438

							1,847,889		2,990,656			1.4			5,363,696

Consumer Services
Green Wrench Acquisition, LLC^(2) (14)	Common Stock						3,906		390,602			0.1			390,602
Legalshield^{(2) (14)}	Common Stock						424		423,695			0.2			812,168
Wrench Group Holdings, LLC^(2) (14)	Common Stock, Class A						1,094		109,398			—			109,398

							5,424		923,695			0.3			1,312,168

Diversified Financials
CBDC Senior Loan Fund LLC^{(2) (4) (12) (15) (16)}	Partnership Interest						34,000,000		34,000,000			8.8			33,332,800
Gacp II LP^{(2) (12) (16)}	Partnership Interest						25,000,000		25,000,000			6.7			25,701,850

							59,000,000		59,000,000			15.5			59,034,650

Health Care Equipment & Services
ExamWorks Group, Inc.^{(2) (14)}	Common Stock						7,500		750,000			0.3			1,298,876
MDVIP, Inc.^{(2) (14)}	Common Stock						46,807		666,667			0.2			921,257
NMN Holdings LP^{(2) (14)}	Common Stock						11,111		1,111,111			0.3			1,074,715
PT Network, LLC^{(2) (14)}	Common Stock						1		—			—			—

							65,419		2,527,778			0.8			3,294,848

Insurance
Integrity Marketing Acquisition, LLC^(2) (14)	Common Stock						619,562		648,199			0.2			648,199
Integrity Marketing Acquisition, LLC^(2) (14)	Preferred Stock						1,247		1,212,258			0.3			1,226,828
Integro Parent Inc.^{(2) (12) (14)}	Common Stock						4,468		454,072			0.2			832,975

							625,277		2,314,529			0.7			2,708,002

Materials
Kestrel Upperco, LLC^{(2) (14)}	Common Stock, Class A						41,791		208,955			0.1			219,608

Media
Vivid Seats Ltd.^{(2) (14)}	Common Stock						608,108		608,108			0.2			825,343
Vivid Seats Ltd.^{(2) (14)}	Preferred Stock						1,891,892		1,891,892			0.7			2,487,047

							2,500,000		2,500,000			0.9			3,312,390

Retailing
Slickdeals Holdings, LLC^{(2) (14)}	Common Stock						109		1,090,911			0.3			1,243,129

Software & Services
SMS Systems Maintenance Services, Inc.^(2) (14)	Common Stock						1,142,789		1,144,520			—			—

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
Technology Hardware & Equipment
Onvoy, LLC^{(2) (14)}	Common Stock, Class A										3,649	$	364,948		0.1	%	$	254,126
Onvoy, LLC^{(2) (14)}	Common Stock, Class B										2,536		—		—			—

											6,185		364,948		0.1			254,126

Total Equity Investments United States										$	65,981,314	$	74,759,912		20.4	%	$	77,870,339

Total United States												$	663,336,714		171.3	%	$	652,481,672

Canada
Debt Investments
Software & Services
Corel Corp.⁽¹²⁾	Senior Secured First Lien		L + 500	⁽¹⁷⁾		7.09	%		06/2026	$	12,500,000		11,887,578		3.2			12,140,625

Total Debt Investments Canada										$	12,500,000	$	11,887,578		3.2	%	$	12,140,625

Total Canada												$	11,887,578		3.2	%	$	12,140,625

France
Debt Investments
Technology Hardware & Equipment
Parkeon, Inc.⁽¹²⁾	Senior Secured First Lien		E + 475	⁽¹⁸⁾		4.75	%		04/2023	€	1,994,499		2,127,290		0.6			2,182,557

Total Debt Investments France										€	1,994,499	$	2,127,290		0.6	%	$	2,182,557

Total France												$	2,127,290		0.6	%	$	2,182,557

United Kingdom
Debt Investments
Commercial & Professional Services
Crusoe Bidco Limited^{(2) (12)}	Senior Secured First Lien		L + 625	⁽¹⁹⁾		7.01	%		12/2025	£	6,067,416		7,395,426		2.0			7,476,874
Crusoe Bidco Limited^{(2) (4) (12)}	Senior Secured First Lien								12/2025		—		—		—			—

											6,067,416		7,395,426		2.0			7,476,874

Total Debt Investments United Kingdom										£	6,067,416	$	7,395,426		2.0	%	$	7,476,874

Total United Kingdom												$	7,395,426		2.0	%	$	7,476,874

Netherlands
Debt Investments
Pharmaceuticals, Biotechnology & Life Sciences
PharComp Parent B.V.^{(2) (4) (5) (12)}	Senior Secured First Lien								02/2025	€	—		—		—			—
PharComp Parent B.V.^{(2) (11) (12)}	Senior Secured First Lien		E + 650	⁽¹⁸⁾		6.50	%		02/2026		6,909,804		7,616,658		2.0			7,533,067

											6,909,804		7,616,658		2.0			7,533,067

Total Debt Investments Netherlands										€	6,909,804	$	7,616,658		2.0	%	$	7,533,067

Total Netherlands												$	7,616,658		2.0	%	$	7,533,067

Belgium
Debt Investments
Commercial & Professional Services
MIR Bidco SA^{(2) (12)}	Senior Secured First Lien		E + 625	⁽¹⁸⁾		6.25	%		03/2026	€	9,507,204		10,441,122		2.7			10,364,753

Total Debt Investments Belgium										€	9,507,204	$	10,441,122		2.7	%	$	10,364,753

Equity Investments
Commercial & Professional Services
MIR Bidco SA^{(2) (12) (14)}	Common Stock									€	921		1,035		—			1,129

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *	Interest Rate	Maturity Date	Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
MIR Bidco SA^{(2) (12) (14)}	Preferred Stock					81,384	$	91,443		—	%	$	102,069

						82,305		92,478		—			103,198

Total Equity Investments Belgium						82,305	$	92,478		—	%	$	103,198

Total Belgium							$	10,533,600		2.7	%	$	10,467,951

Total Investments							$	702,897,266		181.8	%	$	692,282,746

The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”), Prime (“P”) or EURIBOR (“E”) and which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR or Prime and the weighted average current interest rate in effect at September 30, 2019. Certain investments are subject to a LIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.

**	Percentage is based on net assets of $380,823,180 as of September 30, 2019.

(1)	All positions held are non-controlled/non-affiliated investments, unless otherwise denoted, as defined by the Investment Company Act of 1940, as amended (“1940 Act”). Non-controlled/non-affiliated investments are investments that are neither controlled investments nor affiliated investments.

(2)	The fair value of the investment was determined using significant unobservable inputs. See Note 2 “Summary of Significant Accounting Policies”.

(3)	The investment is on non-accrual status as of September 30, 2019.

(4)	Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. See Note 8 “Commitments and Contingencies”.

(5)	The negative cost, if applicable, is the result of the capitalized discount or unfunded commitment being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount or unfunded commitment on the loan.

(6)	The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of September 30, 2019 was 2.02%.

(7)	The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of September 30, 2019 was 2.09%.

(8)	The interest rate on these loans is subject to the U.S. Prime rate, which as of September 30, 2019 was 5.00%.

(9)	The interest rate on these loans is subject to the greater of a LIBOR floor or 12 month LIBOR plus a base rate. The 12 month LIBOR as of September 30, 2019 was 2.03%.

(10)	The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of September 30, 2019 was 2.06%.

(11)

These loans are first lien/last-out term loans. In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders whereby the loan has been allocated to “first-out” and “last-out” tranches, whereby the “first-out” tranche will have priority as to the “last-out” tranche with respect to payments of principal, interest and any amounts due thereunder. The Company holds the “last-out” tranche.

(12)

Investment is not a qualifying investment as defined under section 55 (a) of the Investment Company Act of 1940. Qualifying assets must represent at least 70% of total assets at the time of acquisition. The Company’s percentage of non-qualifying assets based on fair value was 12.29% as of September 30, 2019.

(13)	The interest rate on these loans is subject to the greater of a LIBOR floor or 1 week LIBOR plus a base rate. The 1 week LIBOR as of September 30, 2019 was 1.91%.

(14)	Non-income producing security.

(15)

As defined in the Investment Company Act of 1940, the portfolio company is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. See Note 3 “Agreements and Related Party Transactions”.

(16)	This investment was valued using net asset value as a practical expedient for fair value. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels.

(17)	The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of September 30, 2019 was 2.07%.

(18)	The interest rate on these loans is subject to the greater of a EURIBOR floor or 3 month EURIBOR plus a base rate. The 3 month EURIBOR as of September 30, 2019 was (0.42)%.

(19)	The interest rate on these loans is subject to the greater of a GBP LIBOR floor or 3 month GBP LIBOR plus a base rate. The 3 month GBP LIBOR as of September 30, 2019 was 0.76%.

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments (Unaudited)

September 30, 2019

Foreign Currency Exchange

Contracts

Counterparty

Currency
Purchased

Currency Sold

Settlement

Unrealized
Appreciation
(Depreciation)

Wells Fargo Bank, N.A.

USD 7,974,709

GBP 5,885,394

12/01/2023

424,506

Wells Fargo Bank, N.A.

USD 11,682,415

EUR 9,221,988

04/10/2024

551,231

Wells Fargo Bank, N.A.

USD 8,602,672

EUR 6,702,510

02/20/2024

528,521

1,504,258

EUR

Euro

GBP	Great British Pound

PIK	Payment In-Kind

USD	United States Dollar

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments

December 31, 2018


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
Investments⁽¹⁾
United States
Debt Investments
Automobiles & Components
AP Exhaust Acquisition, LLC⁽²⁾	Senior Secured Second Lien		L + 850	⁽³⁾		11.41	%		05/2025	$	9,072,563	$	8,800,463			2.9	%	$	7,607,476
Auto-Vehicle Parts, LLC⁽²⁾	Senior Secured First Lien		L + 450	⁽⁴⁾		7.01	%		01/2023		4,857,500		4,795,943			1.9			4,857,500
Auto-Vehicle Parts, LLC^{(2) (5) (6)}	Senior Secured First Lien								01/2023		—		(7,211	)		—			—
Continental Battery Company⁽²⁾	Senior Secured First Lien		L + 450	⁽⁴⁾		7.02	%		12/2022		4,013,625		3,954,779			1.5			4,013,625
Continental Battery Company^{(2) (5) (6)}	Senior Secured First Lien								12/2022		—		(11,755	)		—			—
Continental Battery Company^(2) (5)	Senior Secured First Lien		L + 450	⁽⁴⁾		7.02	%		12/2022		2,881,415		2,835,581			1.1			2,881,415
Empire Auto Parts, LLC⁽²⁾	Senior Secured First Lien		L + 550	⁽³⁾		8.25	%		09/2024		2,493,750		2,446,027			1.0			2,493,750
Empire Auto Parts, LLC^{(2) (5) (6)}	Senior Secured First Lien								09/2024		—		(7,569	)		—			—
POC Investors, LLC⁽²⁾	Senior Secured First Lien		L + 550	⁽³⁾		8.32	%		11/2021		6,000,204		5,939,037			2.3			6,000,204
POC Investors, LLC^{(2) (5) (6)}	Senior Secured First Lien								11/2021		—		(6,597	)		—			—

											29,319,057		28,738,698			10.7			27,853,970

Capital Goods
Alion Science and Technology Corporation	Senior Secured First Lien		L + 450	⁽⁴⁾		7.02	%		08/2021		3,000,000		3,000,000			1.2			2,998,605
Alion Science and Technology Corporation⁽²⁾	Unsecured Debt					11.00	%		08/2022		6,542,905		6,407,624			2.5			6,542,905
Midwest Industrial Rubber⁽²⁾	Senior Secured First Lien		L + 550	⁽³⁾		8.30	%		12/2021		5,467,312		5,404,426			2.1			5,467,312
Midwest Industrial Rubber^{(2) (5)}	Senior Secured First Lien		L + 550	⁽³⁾		8.32	%		12/2021		87,500		81,734			—			87,500
Potter Electric Signal Company^(2) (5)	Senior Secured First Lien		P + 350	⁽⁷⁾		9.00	%		12/2022		78,750		74,289			—			76,500
Potter Electric Signal Company⁽²⁾	Senior Secured First Lien		L + 450	⁽⁸⁾		7.27	%		12/2023		2,530,875		2,503,862			1.0			2,518,220
Potter Electric Signal Company^{(2) (5) (6)}	Senior Secured First Lien								12/2023		—		(6,939	)		—			(3,500	)

											17,707,342		17,464,996			6.8			17,687,542

Commercial & Professional Services
Advantage Sales & Marketing, Inc.	Senior Secured First Lien		L + 325	⁽⁴⁾		5.77	%		07/2021		820,025		820,221			0.3			728,453
Advantage Sales & Marketing, Inc.	Senior Secured Second Lien		L + 650	⁽⁴⁾		9.02	%		07/2022		500,000		501,967			0.1			396,043
Allied Universal Holdco, LLC⁽²⁾	Senior Secured Second Lien		L + 850	⁽⁴⁾		11.02	%		07/2023		750,000		717,248			0.3			723,460
ASP MCS Acquisition Corp.	Senior Secured First Lien		L + 475	⁽⁴⁾		7.27	%		05/2024		5,294,375		5,272,970			1.7			4,341,387
BFC Solmetex LLC & Bonded Filter Co. LLC^{(2) (5)}	Senior Secured First Lien		L + 625	⁽³⁾		9.05	%		04/2023		150,000		135,628			0.1			157,500
BFC Solmetex LLC & Bonded Filter Co. LLC⁽²⁾	Senior Secured First Lien		L + 625	⁽³⁾		9.05	%		09/2023		6,671,500		6,541,771			2.5			6,738,216
BFC Solmetex LLC & Bonded Filter Co. LLC^{(2) (5) (6)}	Senior Secured First Lien								09/2023		—		(8,049	)		—			8,500
CHA Holdings, Inc⁽²⁾	Senior Secured First Lien		L + 450	⁽³⁾		7.30	%		04/2025		4,903,929		4,881,407			1.9			4,897,799
CHA Holdings, Inc^{(2) (5) (6)}	Senior Secured First Lien								04/2025		—		(4,813	)		—			(1,339	)
DFS Intermediate Holdings, LLC⁽²⁾	Senior Secured First Lien		L + 525	⁽⁴⁾		7.77	%		03/2022		8,887,200		8,766,354			3.4			8,887,200
DFS Intermediate Holdings, LLC^(2) (5)	Senior Secured First Lien		L + 525	⁽⁴⁾		7.77	%		03/2022		3,618,977		3,529,500			1.4			3,618,977
GH Holding Company⁽²⁾	Senior Secured First Lien		L + 450	⁽⁴⁾		7.02	%		02/2023		1,488,750		1,482,380			0.6			1,488,750

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments

December 31, 2018


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
GI Revelation Acquisition LLC	Senior Secured First Lien		L + 500	⁽⁴⁾		7.52	%		04/2025	$	7,471,228	$	7,435,645			2.8	%	$	7,368,499
Hepaco, LLC^{(2) (5) (6)}	Senior Secured First Lien								08/2023		—		(3,286	)		—			—
Hepaco, LLC⁽²⁾	Senior Secured First Lien		L + 475	⁽⁴⁾		7.27	%		08/2024		5,204,250		5,157,182			2.0			5,204,250
Hepaco, LLC^{(2) (5)}	Senior Secured First Lien		L + 475	⁽⁴⁾		7.21	%		08/2024		3,433,020		3,392,304			1.3			3,433,020
Jordan Healthcare Inc.⁽²⁾	Senior Secured First Lien		L + 550	⁽³⁾		8.30	%		07/2022		4,062,476		4,030,903			1.6			4,062,476
Jordan Healthcare Inc.^{(2) (5)}	Senior Secured First Lien		L + 550	⁽³⁾		8.30	%		07/2022		705,218		694,965			0.3			705,218
Jordan Healthcare, Inc.^{(2) (5)}	Senior Secured First Lien		L + 550	⁽³⁾		8.30	%		07/2022		90,000		86,709			—			90,000
MHS Acquisition Holdings, LLC⁽²⁾	Senior Secured Second Lien		L + 875	⁽³⁾		11.55	%		03/2025		8,101,633		7,905,202			2.9			7,605,814
MHS Acquisition Holdings, LLC^(2) (5)	Senior Secured Second Lien		L + 875	⁽³⁾		11.55	%		03/2025		466,576		448,746			0.2			402,206
MHS Acquisition Holdings, LLC⁽²⁾	Unsecured Debt		L +1350 PIK	⁽³⁾		13.50	%		03/2026		624,285		615,675			0.2			540,006
MHS Acquisition Holdings, LLC⁽²⁾	Unsecured Debt		L + 1350 PIK	⁽³⁾		13.50	%		03/2026		208,011		205,222			0.1			179,930
SavATree, LLC^{(2) (5)}	Senior Secured First Lien		P + 425	⁽⁷⁾		9.75	%		06/2022		195,545		190,769			0.1			195,545
SavATree, LLC⁽²⁾	Senior Secured First Lien		L + 525	⁽³⁾		8.05	%		06/2022		3,646,625		3,596,594			1.4			3,646,625
SavATree, LLC^{(2) (5) (6)}	Senior Secured First Lien								06/2022		—		(7,518	)		—			—
TecoStar Holdings, Inc.⁽²⁾	Senior Secured Second Lien		L + 850	⁽⁴⁾		10.89	%		11/2024		5,000,000		4,895,359			1.9			5,032,782
USAGM HoldCo LLC	Senior Secured Second Lien		L + 850	⁽⁴⁾		11.02	%		07/2023		10,000,000		9,733,031			3.7			9,525,000
USAGM HoldCo LLC⁽²⁾	Senior Secured Second Lien					11.00	%		07/2023		2,380,952		2,342,426			0.9			2,296,699
Valet Waste Holdings, Inc.	Senior Secured First Lien		L + 400	⁽⁴⁾		6.52	%		09/2025		14,962,500		14,926,164			5.7			14,700,656
Xcentric Mold and Engineering Acquisition Company, LLC⁽²⁾	Senior Secured First Lien		L + 550	⁽⁴⁾		7.88	%		01/2022		4,961,625		4,897,993			1.9			4,986,433
Xcentric Mold and Engineering Acquisition Company, LLC^{(2) (5)}	Senior Secured First Lien		L + 550	⁽⁴⁾		7.88	%		01/2022		612,500		604,082			0.2			616,000

											105,211,200		103,784,751			39.5			102,576,105

Consumer Durables & Apparel
EiKo Global, LLC⁽²⁾	Senior Secured First Lien		L + 600	⁽³⁾		8.80	%		06/2023		2,487,500		2,442,612			0.9			2,487,500
EiKo Global, LLC^{(2) (5)}	Senior Secured First Lien		L + 600	⁽³⁾		8.80	%		06/2023		135,000		127,055			0.1			135,000

											2,622,500		2,569,667			1.0			2,622,500

Consumer Services
Counsel On Call, LLC⁽²⁾	Senior Secured First Lien		L + 550	⁽⁴⁾		8.03	%		09/2022		2,731,125		2,706,868			1.1			2,758,436
Counsel On Call, LLC^{(2) (5) (6)}	Senior Secured First Lien								09/2022		—		(3,134	)		—			4,000
Counsel On Call, LLC^{(2) (5)}	Senior Secured First Lien		L + 550	⁽⁴⁾		8.03	%		09/2022		299,247		295,490			0.1			303,739
Iconic Group, Inc.⁽²⁾	Senior Secured First Lien		L + 500	⁽⁴⁾		7.51	%		05/2024		1,093,661		1,083,587			0.4			1,093,661
Iconic Group, Inc.^{(2) (5) (6)}	Senior Secured First Lien								05/2024		—		(2,261	)		—			—
Learn-It Systems, LLC⁽²⁾	Senior Secured First Lien		L + 525	⁽⁴⁾		7.78	%		07/2023		4,242,384		4,182,523			1.6			4,242,384
Learn-It Systems, LLC^{(2) (5)}	Senior Secured First Lien		L + 525	⁽⁴⁾		7.78	%		07/2023		120,000		115,889			—			120,000
New Mountain Learning⁽²⁾	Senior Secured First Lien		L + 550	⁽³⁾		8.30	%		03/2024		2,217,583		2,178,153			0.8			2,077,413
New Mountain Learning^{(2) (5) (6)}	Senior Secured First Lien								03/2024		—		(10,407	)		—			(37,925	)

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments

December 31, 2018


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
NS Intermediate Holdings, LLC⁽²⁾	Senior Secured First Lien		L + 500	⁽⁴⁾		7.52	%		09/2021	$	3,152,852	$	3,118,298			1.2	%	$	3,152,852
NS Intermediate Holdings, LLC^{(2) (5) (6)}	Senior Secured First Lien								09/2021		—		(2,398	)		—			—
Pre-Paid Legal Services, Inc.	Senior Secured First Lien		L + 300	⁽⁴⁾		5.52	%		05/2025		3,630,548		3,613,866			1.4			3,562,475
Pre-Paid Legal Services, Inc.	Senior Secured Second Lien		L + 750	⁽⁴⁾		10.02	%		05/2026		7,301,075		7,233,544			2.8			7,209,812
SkillSoft Corporation	Senior Secured First Lien		L + 475	⁽⁴⁾		7.27	%		04/2021		964,694		956,074			0.3			785,821
Teaching Strategies LLC⁽²⁾	Senior Secured First Lien		L + 600	⁽³⁾		8.80	%		05/2024		9,328,125		9,114,470			3.6			9,328,125
Teaching Strategies LLC^{(2) (5) (6)}	Senior Secured First Lien								05/2024		—		(14,065	)		—			—
United Language Group, Inc.⁽²⁾	Senior Secured First Lien		L + 500	⁽⁴⁾		7.52	%		12/2021		4,736,625		4,660,897			1.8			4,736,625
United Language Group, Inc.^(2) (5)	Senior Secured First Lien		L + 500	⁽⁴⁾		7.52	%		12/2021		360,000		352,400			0.1			360,000
Vistage Worldwide, Inc.⁽²⁾	Senior Secured First Lien		L + 400	⁽⁴⁾		6.46	%		02/2025		8,554,358		8,561,675			3.2			8,426,042
Wrench Group LLC^{(2) (5) (6)}	Senior Secured First Lien								12/2023		—		(4,397	)		—			—
Wrench Group LLC⁽²⁾	Senior Secured First Lien		L + 450	⁽⁹⁾		7.12	%		12/2024		4,715,055		4,671,635			1.9			4,715,055
Wrench Group LLC^{(2) (5) (6)}	Senior Secured First Lien								12/2024		—		(1,341	)		—			—

											53,447,332		52,807,366			20.3			52,838,515

Diversified Financials
Vanguard Holdings Corp.⁽²⁾	Senior Secured First Lien		L + 550	⁽⁴⁾		8.02	%		09/2023		11,820,375		11,595,080			4.5			11,820,375
Vanguard Holdings Corp.^{(2) (5) (6)}	Senior Secured First Lien								09/2023		—		(13,533	)		—			—
Vanguard Holdings Corp.^{(2) (5)}	Senior Secured First Lien		L + 550	⁽⁴⁾		8.02	%		09/2023		964,083		939,725			0.4			964,083

											12,784,458		12,521,272			4.9			12,784,458

Energy
Murray Energy Corporation	Senior Secured First Lien		L + 725	⁽³⁾		9.78	%		10/2022		347,952		339,353			0.1			296,629

Food & Staples Retailing
Isagenix International, LLC	Senior Secured First Lien		L + 575	⁽³⁾		8.55	%		06/2025		6,825,000		6,789,139			2.6			6,637,313

Food, Beverage & Tobacco
Mann Lake Ltd.⁽⁵⁾	Senior Secured First Lien		L + 500	⁽⁴⁾		7.52	%		10/2024		210,000		192,731			0.1			210,000
Mann Lake Ltd.⁽²⁾	Senior Secured First Lien		L + 500	⁽⁴⁾		7.52	%		10/2024		3,300,000		3,236,078			1.3			3,300,000

											3,510,000		3,428,809			1.4			3,510,000

Health Care Equipment & Services
Ameda, Inc.⁽²⁾	Senior Secured First Lien		L + 700	⁽⁴⁾		9.51	%		09/2022		2,616,875		2,579,200			1.0			2,555,418
Ameda, Inc.^{(2) (5)}	Senior Secured First Lien		L + 700	⁽⁴⁾		9.51	%		09/2022		187,500		183,363			0.1			180,455
Avalign Technologies, Inc.⁽²⁾	Senior Secured First Lien		L + 450	⁽⁴⁾		6.98	%		12/2025		15,000,000		14,850,281			5.7			14,887,500
Beaver-Visitec International, Inc.^(2) (10)	Senior Secured First Lien		L + 400	⁽⁹⁾		6.62	%		08/2023		11,360,792		11,299,272			4.3			11,289,787
Carestream Health, Inc.	Senior Secured First Lien		L + 575	⁽⁴⁾		8.27	%		02/2021		214,464		214,501			0.1			209,424
Carestream Health, Inc.	Senior Secured Second Lien		L + 950	⁽⁴⁾		12.02	%		06/2021		154,612		154,612			0.1			154,290
CDRH Parent, Inc.	Senior Secured First Lien		L + 425	⁽³⁾		7.01	%		07/2021		361,471		362,976			0.1			327,697
Centauri Health Solutions, Inc.⁽²⁾	Senior Secured First Lien		L + 575	⁽⁴⁾		8.27	%		01/2022		13,431,794		13,234,266			5.3			13,566,112
Centauri Health Solutions, Inc.^{(2) (5) (6)}	Senior Secured First Lien								01/2022		—		(12,950	)		—			15,750

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments

December 31, 2018


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
CRA MSO, LLC^{(2) (5) (6)}	Senior Secured First Lien								12/2023	$	—	$	(11,341	)		—	%	$	(11,908	)
CRA MSO, LLC⁽²⁾	Senior Secured First Lien		L + 475	⁽⁴⁾		7.21	%		12/2023		1,250,000		1,225,573			0.5			1,237,596
ExamWorks Group, Inc.⁽²⁾	Senior Secured Second Lien		L + 725	⁽⁴⁾		9.77	%		07/2024		5,735,294		5,601,303			2.2			5,735,294
GrapeTree Medical Staffing, LLC⁽²⁾	Senior Secured First Lien		L + 500	⁽⁴⁾		7.52	%		10/2022		1,678,750		1,655,597			0.7			1,690,022
GrapeTree Medical Staffing, LLC^{(2) (5) (6)}	Senior Secured First Lien								10/2022		—		(5,982	)		—			3,022
Ivory Merger Sub, Inc.	Senior Secured First Lien		L + 350	⁽⁴⁾		5.95	%		03/2025		8,919,598		8,920,109			3.3			8,562,814
MDVIP, Inc.⁽²⁾	Senior Secured First Lien		L + 425	⁽⁴⁾		6.75	%		11/2024		9,757,679		9,757,679			3.7			9,696,694
NMN Holdings III Corp.^{(2) (5) (6)}	Senior Secured Second Lien								11/2026		—		(24,581	)		—			—
NMN Holdings III Corp.⁽²⁾	Senior Secured Second Lien		L + 775	⁽⁴⁾		10.18	%		11/2026		7,222,222		7,007,975			2.8			7,222,222
NMSC Holdings, Inc.⁽²⁾	Senior Secured Second Lien		L + 1000	⁽⁸⁾		12.59	%		10/2023		4,307,480		4,180,873			1.6			4,199,793
Professional Physical Therapy⁽²⁾	Senior Secured First Lien		L + 750 PIK	⁽⁴⁾		9.85	%		12/2022		8,609,366		8,167,277			2.4			6,299,473
PT Network, LLC⁽²⁾	Senior Secured First Lien		L + 550	⁽³⁾		7.93	%		11/2021		4,698,827		4,685,091			1.7			4,513,844
PT Network, LLC^{(2) (5)}	Senior Secured First Lien		P + 450	⁽⁷⁾		10.00	%		11/2021		200,000		198,835			0.1			184,253
PT Network, LLC^{(2) (5) (6)}	Senior Secured First Lien								11/2021		—		(4,005	)		—			(72,831	)
Smile Brands, Inc.^{(2) (5)}	Senior Secured First Lien		P + 350	⁽⁷⁾		9.00	%		10/2023		50,000		47,137			—			48,500
Smile Brands, Inc.^{(2) (5)}	Senior Secured First Lien		L + 450	⁽⁴⁾		7.13	%		10/2024		200,533		192,837			0.1			196,533
Smile Brands, Inc.⁽²⁾	Senior Secured First Lien		L + 450	⁽³⁾		7.13	%		10/2024		2,100,000		2,079,639			0.8			2,089,500
Smile Doctors LLC^{(2) (5)}	Senior Secured First Lien		L + 575	⁽³⁾		8.56	%		10/2022		296,000		295,169			0.1			299,083
Smile Doctors LLC⁽²⁾	Senior Secured First Lien		L + 575	⁽³⁾		8.55	%		10/2022		3,205,253		3,169,711			1.2			3,237,305
Smile Doctors LLC^{(2) (5)}	Senior Secured First Lien		L + 575	⁽³⁾		8.54	%		10/2022		492,832		488,169			0.2			513,388
Upstream Rehabilition, Inc.⁽²⁾	Senior Secured First Lien		L + 425	⁽⁴⁾		6.77	%		01/2024		2,128,500		2,119,355			0.8			2,128,500
Upstream Rehabilition, Inc.^{(2) (5) (6)}	Senior Secured First Lien								01/2024		—		(834	)		—			—

											104,179,842		102,611,107			38.9			100,959,530

Household & Personal Products
Tranzonic⁽²⁾	Senior Secured First Lien		L + 475	⁽⁴⁾		7.26	%		03/2023		3,171,223		3,143,727			1.2			3,171,223
Tranzonic^{(2) (5)}	Senior Secured First Lien		P + 375	⁽⁷⁾		9.25	%		03/2023		121,000		116,343			0.1			121,000

											3,292,223		3,260,070			1.3			3,292,223

Insurance
Comet Acquisition, Inc.	Senior Secured Second Lien		L + 750	⁽³⁾		10.28	%		10/2026		4,632,123		4,620,692			1.8			4,655,283
Integro Parent Inc.⁽²⁾	Senior Secured First Lien		L + 575	⁽³⁾		8.46	%		10/2022		485,142		479,502			0.2			486,937
Integro Parent Inc.⁽²⁾	Senior Secured Second Lien		L + 925	⁽³⁾		11.96	%		10/2023		2,915,493		2,874,873			1.1			2,915,493
Integro Parent Inc.⁽²⁾	Senior Secured Second Lien		L + 925	⁽³⁾		12.05	%		10/2023		380,282		375,693			0.1			380,282

											8,413,040		8,350,760			3.2			8,437,995

Materials
Emerald Performance Materials, LLC	Senior Secured First Lien		L + 350	⁽⁴⁾		6.02	%		08/2021		957,596		959,572			0.4			932,062
Kestrel Parent, LLC^{(2) (5) (6)}	Senior Secured First Lien								11/2023		—		(21,182	)		—			—

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments

December 31, 2018


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
Kestrel Parent, LLC⁽²⁾	Senior Secured First Lien		L + 600	⁽³⁾		8.41	%		11/2025	$	6,791,045	$	6,623,713			2.6	%	$	6,791,045
Maroon Group, LLC ⁽²⁾	Senior Secured First Lien		L + 600	⁽³⁾		8.80	%		08/2022		2,437,736		2,416,508			0.9			2,437,736
Maroon Group, LLC ^{(2) (5)}	Senior Secured First Lien		L + 600	⁽³⁾		8.74	%		08/2022		42,000		39,023			—			42,000
Maroon Group, LLC ^{(2) (5) (6)}	Senior Secured First Lien								08/2022		—		(10,633	)		—			—

											10,228,377		10,007,001			3.9			10,202,843

Media
Tribune Media Company⁽¹⁰⁾	Senior Secured First Lien		L + 300	⁽⁴⁾		5.52	%		12/2020		155,650		155,962			0.1			154,969
Vivid Seats Ltd.⁽²⁾	Senior Secured Second Lien		L + 875	⁽⁴⁾		11.27	%		06/2025		540,541		512,994			0.2			551,351

											696,191		668,956			0.3			706,320

Pharmaceuticals, Biotechnology & Life Sciences
Amyris, Inc.^{(2) (10)}	Senior Secured First Lien		P + 900	⁽⁷⁾		14.25	%		07/2021		5,000,000		4,956,238			1.9			5,000,000
Trinity Partners, LLC⁽²⁾	Senior Secured First Lien		L + 525	⁽⁴⁾		7.78	%		02/2023		3,228,979		3,186,669			1.3			3,228,979
Trinity Partners, LLC^{(2) (5) (6)}	Senior Secured First Lien								02/2023		—		(7,452	)		—			—

											8,228,979		8,135,455			3.2			8,228,979

Retailing
Slickdeals Holdings, LLC^{(2) (5) (6)}	Senior Secured First Lien								06/2023		—		(17,777	)		—			—
Slickdeals Holdings, LLC⁽²⁾	Senior Secured First Lien		L + 625	⁽³⁾		9.03	%		06/2024		10,854,565		10,577,699			4.2			10,854,565
Strategic Partners, Inc.⁽²⁾	Senior Secured First Lien		L + 375	⁽⁴⁾		6.27	%		06/2023		6,386,858		6,375,082			2.4			6,354,924

											17,241,423		16,935,004			6.6			17,209,489

Software & Services
Ansira Partners, Inc.^{(2) (5)}	Senior Secured First Lien		L + 575	⁽⁴⁾		8.27	%		12/2022		236,455		231,384			0.1			234,070
Ansira Partners, Inc.⁽²⁾	Senior Secured First Lien		L + 575	⁽⁴⁾		8.27	%		12/2022		6,936,743		6,887,670			2.7			6,919,402
Avaap USA LLC⁽²⁾	Senior Secured First Lien		L + 475	⁽⁴⁾		7.26	%		03/2023		1,836,125		1,804,355			0.7			1,836,125
Avaap USA LLC^{(2) (5) (6)}	Senior Secured First Lien								03/2023		—		(2,954	)		—			—
Avaap USA LLC^{(2) (5)}	Senior Secured First Lien		L + 475	⁽⁴⁾		7.26	%		03/2023		61,250		55,343			—			61,250
Benesys, Inc.^{(2) (5)}	Senior Secured First Lien		L + 425	⁽⁴⁾		6.76	%		10/2024		39,000		36,840			—			37,931
Benesys, Inc.⁽²⁾	Senior Secured First Lien		L + 425	⁽⁴⁾		6.78	%		10/2024		1,346,625		1,327,100			0.5			1,337,023
C-4 Analytics, LLC⁽²⁾	Senior Secured First Lien		L + 525	⁽⁴⁾		7.77	%		08/2023		10,418,125		10,270,886			4.1			10,522,306
C-4 Analytics, LLC^{(2) (5) (6)}	Senior Secured First Lien								08/2023		—		(8,118	)		—			6,000
List Partners, Inc.⁽²⁾	Senior Secured First Lien		L + 500	⁽³⁾		7.80	%		01/2023		3,717,500		3,654,847			1.4			3,754,675
List Partners, Inc.^{(2) (5) (6)}	Senior Secured First Lien								01/2023		—		(11,032	)		—			14,000
Mediaocean LLC	Senior Secured First Lien		L + 425	⁽⁴⁾		6.78	%		08/2022		8,371,719		8,328,179			3.2			8,308,931
Merrill Communications, LLC⁽²⁾	Senior Secured First Lien		L + 525	⁽³⁾		7.78	%		06/2022		392,087		392,898			0.2			392,087
SMS Systems Maintenance Services, Inc.^(2) (11)	Senior Secured Second Lien		L + 850	⁽⁴⁾		10.85	%		10/2024		4,703,478		4,313,436			0.9			2,426,847
SMS Systems Maintenance Services, Inc.^(2) (11)	Senior Secured Second Lien					10.00	%		10/2024		9,015,000		8,304,363			1.7			4,462,504
Transportation Insight, LLC^(2) (5)	Senior Secured First Lien		L + 450	⁽⁴⁾		7.02	%		12/2024		107,143		99,920			—			103,393
Transportation Insight, LLC^{(2) (5) (6)}	Senior Secured First Lien								12/2024		—		(12,176	)		—			(6,450	)

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments

December 31, 2018


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
Transportation Insight, LLC⁽²⁾	Senior Secured First Lien		L + 450	⁽⁴⁾		7.02	%		12/2024	$	5,246,850	$	5,196,293			2.0	%	$	5,220,616
Winxnet Holdings LLC^{(2) (5) (6)}	Senior Secured First Lien								06/2023		—		(3,591	)		—			—
Winxnet Holdings LLC⁽²⁾	Senior Secured First Lien		L + 600	⁽⁴⁾		8.52	%		06/2023		1,990,000		1,953,574			0.8			1,990,000
Winxnet Holdings LLC^{(2) (5) (6)}	Senior Secured First Lien								06/2023		—		(7,185	)		—			—
Zoom Information, Inc.⁽²⁾	Senior Secured First Lien		L + 600	⁽³⁾⁽¹²⁾		8.81	%		08/2022		16,600,000		16,260,731			6.5			16,766,000

											71,018,100		69,072,763			24.8			64,386,710

Technology Hardware & Equipment
Onvoy, LLC⁽²⁾	Senior Secured Second Lien		L + 1050	⁽³⁾		13.30	%		02/2025		2,635,052		2,529,037			0.9			2,294,995

Transportation
Pilot Air Freight, LLC^{(2) (5)}	Senior Secured First Lien		L + 475	⁽⁴⁾		7.27	%		10/2022		1,220,722		1,220,722			0.5			1,220,722
Pilot Air Freight, LLC⁽²⁾	Senior Secured First Lien		L + 475	⁽⁴⁾		7.27	%		10/2022		5,472,251		5,439,753			2.1			5,472,251
Pilot Air Freight, LLC^{(2) (5) (6)}	Senior Secured First Lien								07/2024		—		(6,026	)		—			—

											6,692,973		6,654,449			2.6			6,692,973

Total Debt Investments United States										$	464,401,041	$	456,668,653			173.0	%	$	449,219,089

Equity Investments
Automobiles & Components
AP Centric^{(2) (13)}	Common Stock										927		927,437			0.2			476,394

Capital Goods
Alion Science and Technology Corporation⁽²⁾⁽¹³⁾	Common Stock										745,504		766,483			0.3			741,183

Commercial & Professional Services
MHS Acquisition Holdings, LLC⁽²⁾⁽¹³⁾	Common Stock										913		912,639			0.2			551,368
TecoStar Holdings, Inc.^{(2) (13)}	Common Stock										500,000		500,000			0.2			618,010
Universal Services Equity Investments⁽²⁾⁽¹³⁾	Common Stock										1,000,000		1,000,000			0.7			1,714,350
USAGM HoldCo LLC⁽²⁾⁽¹³⁾	Common Stock										346,956		558,223			0.4			956,990

											1,847,869		2,970,862			1.5			3,840,718

Consumer Services
Legalshield⁽²⁾⁽¹³⁾	Common Stock										527		526,882			0.2			684,610

Diversified Financials
Gacp II LP^{(5) (10) (14)}	Partnership Interest										16,861,308		16,861,308			6.6			17,178,308

Health Care Equipment & Services
ExamWorks Group, Inc.^{(2) (13)}	Common Stock										7,500		750,000			0.5			1,190,734
MDVIP, Inc.^{(2) (13)}	Common Stock										46,807		666,667			0.2			661,916
NMN Holdings LP^{(2) (13)}	Common Stock										11,111		1,111,111			0.4			1,111,111

											65,418		2,527,778			1.1			2,963,761

Insurance
Integro Equity^{(2) (13)}	Common Stock										4,468		454,072			0.2			597,124

Materials
Kestrel Upperco, LLC^{(2) (13)}	Common Stock, Class A										41,791		208,955			0.1			208,955

Media
Vivid Seats Ltd.^{(2) (13)}	Common Stock										608,108		608,108			0.2			567,468
Vivid Seats Ltd.^{(2) (13)}	Preferred Stock										1,891,892		1,891,892			0.9			2,270,352

											2,500,000		2,500,000			1.1			2,837,820

Retailing
Slickdeals Holdings, LLC^{(2) (13)}	Common Stock										109		1,090,911			0.5			1,241,478

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments

December 31, 2018


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
Software & Services
SMS Systems Maintenance Services, Inc.^{(2) (13)}	Common Stock										1,142,789	$	1,144,520		—	%	$	—

Technology Hardware & Equipment
Onvoy, LLC^{(2) (13)}	Common Stock, Class A										3,649		364,948		0.1			214,700
Onvoy, LLC^{(2) (13)}	Common Stock, Class B										2,536		—		—			—

											6,185		364,948		0.1			214,700

Total Equity Investments United States										$	23,216,895	$	30,344,156		11.9	%	$	30,985,051

Total United States												$	487,012,809		184.9	%	$	480,204,140

France
Debt Investments
Technology Hardware & Equipment
Parkeon, Inc.⁽¹⁰⁾	Senior Secured First Lien		L + 475	⁽¹⁵⁾		4.75	%		04/2023	€	1,994,499		2,102,500		0.9			2,275,736

Total Debt Investments France										€	1,994,499	$	2,102,500		0.9	%	$	2,275,736

Total France												$	2,102,500		0.9	%	$	2,275,736

United Kingdom
Debt Investments
Commercial & Professional Services
Crusoe Bidco Limited^{(2) (10)}	Senior Secured First Lien		L + 625	⁽¹⁶⁾		7.27	%		12/2025	£	6,067,416		7,375,927		2.9			7,495,636
Crusoe Bidco Limited^{(2) (5) (10)}	Senior Secured First Lien								12/2025		—		—		(0.1	)		(150,256	)

											6,067,416		7,375,927		2.8			7,345,380

Software & Services
CB-SDG Limited^{(2) (10)}	Senior Secured First Lien		L + 650,0.50	%⁽¹⁷⁾		7.30	%		07/2022	£	1,987,393		3,019,379		1.0			2,531,142
CB-SDG Limited^{(2) (5) (10)}	Senior Secured First Lien		L + 650,0.50	%⁽¹⁷⁾		7.30	%		07/2022		773,654		1,170,066		0.4			985,326

Total Debt Investments United Kingdom										£	8,828,463	$	11,565,372		4.2	%	$	10,861,848

Total United Kingdom												$	11,565,372		4.2	%	$	10,861,848

Total Investments												$	500,680,681		190.0	%	$	493,341,724

The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or Prime (“P”) and which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR or Prime and the weighted average current interest rate in effect at December 31, 2018. Certain investments are subject to a LIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.

**	Percentage is based on net assets of $259,578,840 as of December 31, 2018.

(1)	All positions held are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940, as amended (“1940 Act”). Non-controlled/non-affiliated investments are investments that are neither controlled investments nor affiliated investments.

(2)	The fair value of the investment was determined using significant unobservable inputs. See Note 2 “Summary of Significant Accounting Policies”.

(3)	The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of December 31, 2018 was 2.81%.

(4)	The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of December 31, 2018 was 2.50%.

(5)	Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. See Note 8 “Commitments and Contingencies”.

(6)	The negative cost, if applicable, is the result of the capitalized discount or unfunded commitment being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount or unfunded commitment on the loan.

See accompanying notes

CRESCENT CAPITAL BDC, INC.

Consolidated Schedule of Investments

December 31, 2018

(7)	The interest rate on these loans is subject to the U.S. Prime rate, which as of December 31, 2018 was 5.50%.

(8)	The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of December 31, 2018 was 2.88%.

(9)	The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of December 31, 2018 was 2.61%.

(10)	Investment is not a qualifying investment as defined under section 55 (a) of the Investment Company Act of 1940. Qualifying assets must represent at least 70% of total assets at the time of acquisition.

(11)	The investment is on non-accrual status as of December 31, 2018.

(12)

(13)	Non-income producing securities.

(14)	This investment was valued using net asset value as a practical expedient for fair value. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels.

(15)	The interest rate on these loans is subject to the greater of a EURIBOR floor or 3 month EURIBOR plus a base rate. The 3 month EURIBOR as of December 31, 2018 was (0.31)%.

(16)	The interest rate on these loans is subject to the greater of a GBP LIBOR floor or 6 month GBP LIBOR plus a base rate. The 6 month GBP LIBOR as of December 31, 2018 was 1.03%.

(17)	The interest rate on these loans is subject to the greater of a GBP LIBOR floor or 3 month GBP LIBOR plus a base rate. The 3 month GBP LIBOR as of December 31, 2018 was 0.91%.

Foreign Currency Exchange Contracts

Counterparty

Currency Purchased

Currency Sold

Settlement

Unrealized
Appreciation
(Depreciation)

Wells Fargo Bank, N.A.

USD

7,974,709

GBP

5,885,394

12/01/2023

17,406

GBP	Great British Pound

PIK	Payment In-Kind

USD	United States Dollar

See accompanying notes

CRESCENT CAPITAL BDC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019 (Unaudited)

Note 1. Organization and Basis of Presentation

Crescent Capital BDC, Inc. (the “Company”) was formed on February 5, 2015 (“Inception”) as a Delaware corporation structured as an externally managed, closed-end, non-diversified management investment company. The Company commenced investment operations on June 26, 2015 (“Commencement”). The Company has elected to be treated 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 as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.

The Company is managed by Crescent Cap Advisors, LLC (the “Advisor” and formerly called CBDC Advisors, LLC through August 2019 when the legal entity name change occurred in preparation for the pending acquisition further discussed below), an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. CCAP Administration LLC (the “Administrator” and formerly called CBDC Administration, LLC through August 2019 when the legal entity name change occurred in preparation for the pending acquisition further discussed below) provides the administrative services necessary for the Company to operate. Company management consists of investment and administrative professionals from the Advisor and Administrator along with the Company’s Board of Directors (the “Board”). The Advisor directs and executes the investment operations and capital raising activities of the Company subject to oversight from the Board, which sets the broad policies of the Company. The Board has delegated investment management of the Company’s investment assets to the Advisor. The Board consists of five directors, three of whom are independent.

On July 23, 2015, the Company formed CBDC Universal Equity, Inc. (the “Taxable Subsidiary”), a wholly-owned subsidiary. This subsidiary allows the Company to hold equity securities of portfolio companies organized as a pass-through entity while continuing to satisfy the requirements of a RIC under the Code. On February 25, 2016, the Company formed Crescent Capital BDC Funding, LLC (“CCAP SPV”), a Delaware limited liability company and wholly owned subsidiary. The financial statements of these two entities are consolidated into the financial statements of the Company. All intercompany balances and transactions have been eliminated.

On August 12, 2019, the Company entered into a definitive agreement to acquire Alcentra Capital Corporation in a cash and stock transaction. See Note 13. Alcentra Corporation Acquisition for more information.

The Company’s primary investment objective is to maximize the total return to the Company’s stockholders in the form of current income and capital appreciation through debt and related equity investments. The Company will seek to achieve its investment objectives by investing primarily in secured debt (including senior secured, unitranche and second lien debt) and unsecured debt (including senior unsecured, mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market companies. The Company may purchase interests in loans or make debt investments, either (i) directly from its target companies as primary market or private credit investments (i.e., private credit transactions), or (ii) primary or secondary market bank loan or high yield transactions in the broadly syndicated “over-the-counter” market (i.e., broadly syndicated loans and bonds). Although the Company’s focus is to invest in private credit transactions, in certain circumstances it will also invest in broadly syndicated loans and bonds.

Basis of Presentation

The Company’s functional currency is the United States dollar and these consolidated financial statements have been prepared in that currency. The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X.

Additionally, the accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with GAAP are omitted. In the opinion of management, the unaudited interim financial results included herein contain all adjustments and reclassifications that are necessary for the fair presentation of consolidated financial statements for the periods included herein. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ended December 31, 2019.

The Company does not consolidate its equity interest in CBDC Senior Loan Fund, LLC (the “Senior Loan Fund”). For further description of the Company’s investment in the Senior Loan Fund see Note 4. Investments.

The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect adjustments that in the opinion of management are necessary for the fair statement of the results for the periods presented. Although management believes that the estimates and assumptions are reasonable, changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. Treasury notes, and similar type instruments) with original maturities of three months or less. Cash and cash equivalents other than money market mutual funds, are carried at cost plus accrued interest, which approximates fair value. Money market mutual funds are carried at their net asset value, which approximates fair value. The Company deposits its cash and cash equivalents with highly-rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law.

Investment Transactions

Investments purchased on a secondary market are recorded on the trade date. Loan originations are recorded on the date of the binding commitment. Realized gains or losses are recorded 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 gains or losses previously recognized, and include investments written off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment fair values as of the last business day of the reporting period and also includes the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Investment Valuation

Investments for which market quotations are readily available are typically valued at those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Advisor, the Company’s Audit Committee and, with certain de minimis exceptions, independent third-party valuation firms engaged at the direction of the Board.

The Board oversees and supervises a multi-step valuation process, which includes, among other procedures, the following:

•

The valuation process begins with each investment being initially valued by the investment professionals responsible for the portfolio investment in conjunction with the portfolio management team.

•

The Advisor’s management reviews the preliminary valuations with the investment professionals. Agreed upon valuation recommendations are presented to the Audit Committee.

•

The Audit Committee reviews the valuations presented and recommends values for each investment to the Board.

•

The Board reviews the recommended valuations and determines the fair value of each investment; valuations that are not based on readily available market quotations are valued in good faith based on, among other things, the input of the Advisor, Audit Committee and, where applicable, other third parties.

The Company applies Financial Accounting Standards Board ASC 820, Fair Value Measurement (ASC 820), as amended, which establishes a framework for measuring fair value in accordance with GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

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

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

Investments in investment companies are valued at fair value. Fair values are generally determined utilizing the net asset value (“NAV”) supplied by, or on behalf of, management of each investment company, which is net of management and incentive fees or allocations charged by the investment company and is in accordance with the “practical expedient”, as defined by ASC 820. NAVs received by, or on behalf of, management of each investment company are based on the fair value of the investment company’s underlying investments in accordance with policies established by management of each investment company, as described in each of their financial statements and offering memorandum. Investments which are valued using NAV as a practical expedient are excluded from the above hierarchy.

The Company has invested in Great American Capital Partners II LP (“GACP II”) which is an investment company and measured using the net asset value per share as a practical expedient for fair value. The investment in GACP II is not redeemable. As of September 30, 2019 and December 31, 2018, the Company had an unfunded commitment to GACP II of $0 and $8,138,692, respectively.

In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for classification as a Level 2 or Level 3 investment. For example, the Company reviews pricing methodologies provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained as well as an assessment as to their quality. Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. During the nine months ended September 30, 2019, the Company recorded $18,122,736 in transfers from Level 3 to Level 2 and $0 in transfers from Level 2 to Level 3 due to an increase and a decrease in observable inputs in market data. During the nine months ended September 30, 2018, the Company recorded $0 in transfers from Level 3 to Level 2 and $27,967,138 in transfers from Level 2 to Level 3 due to an increase and a decrease in observable inputs in market data, respectively.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. 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. See Note 4. Investments and Note 5. Fair Value of Financial Instruments for additional information on the Company’s investment portfolio.

Foreign Currency

Foreign currency amounts are translated into U.S. dollars on the following basis:

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cash and cash equivalents, fair value of investments, outstanding debt on revolving credit facilities, other assets and liabilities: at the spot exchange rate on the last business day of the period; and

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purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.

Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Gains or losses on foreign currency transactions are included with net realized gain (loss) on foreign currency transactions on the Consolidated Statements of Operations. Fluctuations arising from the translation of foreign currency on cash, investments and borrowings are included with net change in unrealized appreciation (depreciation) on investments and foreign currency translation on the Consolidated Statements of Operations.

The Company’s approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is to borrow local currency under the Company’s revolving credit facility to partially or fully fund the investment or by entering into foreign currency forward contracts.

Foreign currency forward contracts

The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts and the gross fair value of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments. Purchases and sales of foreign currency forward contracts having the same notional value, settlement date and counterparty are generally settled net (which results in a net foreign currency position of zero with the counterparty) and any realized gains or losses are recognized on the settlement date.

The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts recorded on the Consolidated Statements of Operations.

Equity Offering and Organization Expenses

The Company has agreed to repay the Advisor for initial organization costs and equity offering costs incurred prior to the commencement of its operations up to a maximum of $1.5 million on a pro rata basis over the first $350 million of invested capital not to exceed 3 years from the initial capital commitment on June 26, 2015. To the extent such costs relate to equity offerings, these costs are charged as a reduction of capital upon the issuance of common shares. To the extent such costs relate to organization costs, these costs are expensed in the Consolidated Statements of Operations upon the issuance of common shares. The Advisor is responsible for organization and private equity offerings costs in excess of $1.5 million. At the 2018 Annual Meeting of Stockholders, the Company received shareholder approval to extend the period during which capital may be called from stockholders (the “Commitment Period”). The Commitment Period was extended to the earlier of (i) a Qualified IPO and (ii) June 30, 2020. With the approval of the Commitment Period extension, the Advisor agreed to extend the reimbursement period for the initial organization costs and equity offering costs to June 30, 2019. See Note 8. Commitments, Contingencies and Indemnifications for additional discussion of certain related party transactions with the Advisor.

Debt Issuance Costs

The Company records costs related to issuance of debt obligations as deferred financing costs. These costs are deferred and amortized using the effective yield method for revolving credit facilities, over the stated maturity life of the obligation. As of September 30, 2019 and December 31, 2018, there were $3,755,009 and $1,695,193, respectively, of deferred financing costs netted against debt balances on the Company’s Consolidated Statements of Assets and Liabilities.

Interest and Dividend Income Recognition

Interest income is recorded on an accrual basis and includes the amortization of purchase discounts and premiums. Discounts and premiums to par value on securities purchased are accreted or amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion and amortization of discounts and premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.

Dividend income from preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income from common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies. Each distribution received from an equity investment is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments as dividend income unless there is sufficient current or accumulated earnings prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment. To date, all distributions have been classified as dividend income.

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

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of September 30, 2019, the Company had two portfolio companies with four investment positions on non-accrual status, which represented 3.4% and 1.4% of the total debt investments at cost and fair value, respectively. As of December 31, 2018, the Company had one portfolio company with two investment positions on non-accrual status, which represented 2.5% and 1.4% of the total investments at cost and fair value, respectively.

Other Income

From time to time, the Company may receive fees for services provided to portfolio companies by the Advisor under the Investment Advisory Agreement. The fees for services that the Advisor provides vary by investment, but generally include syndication, structuring or diligence fees, and fees for providing managerial assistance to the portfolio companies. The Company may also generate revenue in the form of commitment or origination fees. Loan origination fees, original issue discount, loan administrative fees and market discount or premium are capitalized; such amounts are accreted or amortized into income over the life of the loan. Fees for providing managerial assistance to the portfolio companies are generally non-recurring and are recognized as revenue when services are provided.

In certain instances where the Company is invited to participate as a co-lender in a transaction and does not provide significant services in connection with the investment, all or a portion of any loan fees received by the Company in such situations will be deferred and amortized over the investment’s life using the effective yield method.

Income Taxes

The Company has elected to be treated as a BDC under the 1940 Act. The Company also has elected to be treated as a RIC under the Internal Revenue 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 dividends. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes 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 accounts for income taxes in conformity with ASC Topic 740 — Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements.

The Company intends to comply with the applicable provisions of the Code, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. As of September 30, 2019, all tax filings of the Company since the inception on February 5, 2015 remain subject to examination by federal tax authorities. No such examinations are currently pending.

In order for the Company not to be subject to 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), (ii) 98.2% of its net capital gains from the current year and (iii) any undistributed ordinary income and net capital gains from preceding years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required on an annual basis. For the three and nine months ended September 30, 2019, the Company expensed an excise tax of $8,417 and $8,417, respectively, of which $0 remained payable. For the three and nine months ended September 30, 2018, the Company expensed an excise tax of $80 and $80, respectively, of which $0 remained payable.

CBDC Universal Equity, Inc. is a taxable entity. The Taxable Subsidiary permits the Company to hold equity investments in portfolio companies which are “pass through” entities for tax purposes and continue to comply with the “source income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiary is not consolidated with the Company for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of its ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in the Company’s consolidated financial statements. For the nine months ended September 30, 2019, the Company recognized a benefit/(provision) for taxes of $(505,278) on net unrealized depreciation/(appreciation) on investments and net operating losses and federal tax credits related to the Taxable Subsidiary. As of September 30, 2019 there is a corresponding net deferred tax liability of $810,206 related to the Taxable Subsidiary, which was the net effect of (i) a deferred tax liability of $1,082,764 resulting from unrealized appreciation on investments held by Taxable Subsidiary and (ii) a deferred tax asset of $272,558 resulting from unrealized depreciation on investments and net operating losses and federal tax credits from the Tax Subsidiary.

For the nine months ended September 30, 2018, the Company recognized a benefit/(provision) for taxes of $17,274 on unrealized appreciation/(depreciation) on investments related to the Taxable Subsidiary. As of September 30, 2018 there is a corresponding net deferred tax liability of $199,875 related to the Taxable Subsidiary, which was the net effect of (i) a deferred tax liability of $327,358 resulting from unrealized appreciation on investments held by Taxable Subsidiary and (ii) a deferred tax asset of $127,483 resulting from unrealized depreciation on investments from the Tax Subsidiary.

Dividends and Distributions

Dividends and distributions to common stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Board each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any distributions the Company declares in cash on behalf of the Company’s stockholders for those stockholders electing not to receive cash. As a result, if the Board authorizes, and the Company declares, a cash dividend, then the Company’s stockholders who have “opted in” to the Company’s dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash dividend.

New Accounting Standards

In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities, or ASU 2017-08, which shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. ASU 2017-08 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption during an interim period. If the Company early adopts the amendments during an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes such interim period. The Company is in the process of evaluating the impact that this guidance will have on its Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-13 “Changes to the Disclosure for Fair Value Measurement” which modifies disclosure requirements for fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. The adoption of this guidance is not expected to have a material effect on the Company’s Consolidated Financial Statements.

Note 3. Agreements and Related Party Transactions

Administration Agreement

On June 2, 2015, the Company entered into the Administration Agreement with the Administrator. Under the terms of the Administration Agreement, the Administrator provides administrative services to the Company. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to stockholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to the Administrator under the terms of the Administration Agreement. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis, without incremental profit to the Administrator. The Administration Agreement may be terminated by either party without penalty on 60 days’ written notice to the other party.

For the three and nine months ended September 30, 2019, the Company incurred administrative services expenses of $179,178 and $537,534, respectively, which are included in other general and administrative expenses on the Consolidated Statements of Operations, under the terms of the Administration Agreement, of which $269,162 was payable at September 30, 2019. For the three and nine months ended September 30, 2018, the Company incurred administrative services expenses of $161,148 and $491,240, respectively, which are included in other general and administrative expenses on the Consolidated Statements of Operations, under the terms of the Administration Agreement, of which $222,080 was payable at September 30, 2018.

No person who is an officer, director or employee of the Administrator 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, Chief Financial Officer, and other professionals who spend time on such related activities (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). The allocable portion of the compensation for these officers and other professionals are included in the administration expenses paid to Administrator. Directors who are not affiliated with the Administrator or its affiliates receive compensation for their services and reimbursement of expenses incurred to attend meetings, which are included as Directors’ fees on the Consolidated Statements of Operations.

On June 5, 2015, the Company entered into sub-administration, accounting, transfer agent, and custodian agreements with State Street Bank and Trust Company (“SSB”) to perform certain administrative, custodian, transfer agent and other services on behalf of the Company. The sub-administration agreements with SSB had an initial term of three years ending June 5, 2018 and shall automatically renew for 1-year terms unless a written notice of non-renewal is delivered by the Company or SSB. The Company does not reimburse the Administrator for any services for which it pays a separate sub-administrator and custodian fee to SSB. For the three and nine months ended September 30, 2019, the Company incurred expenses of $257,353 and $709,978, respectively, which are included in other general and administrative expenses on the Consolidated Statements of Operations, under the terms of the sub-administration agreements, of which $490,575 was payable at September 30, 2019. For the three and nine months ended September 30, 2018, the Company incurred expenses of $205,547 and $573,160, respectively, which are included in other general and administrative expenses on the Consolidated Statements of Operations, under the terms of the sub-administration agreements, of which $205,535 was payable at September 30, 2018.

Investment Advisory Agreement

On June 2, 2015, the Company entered into the Investment Advisory Agreement with the Advisor. Under the terms of the Investment Advisory Agreement, the Advisor will provide investment advisory services to the Company and its portfolio investments. The Advisor’s services under the Investment Advisory Agreement are not exclusive, and the Advisor is free to furnish similar or other services to others so long as its services to the Company are not impaired. Under the terms of the Investment Advisory Agreement, the Company will pay the Advisor the Base Management Fee, as discussed below, and may also pay certain Incentive Fees, as discussed below.

The Base Management Fee is calculated and payable quarterly in arrears at an annual rate of 1.5% of the Company’s gross assets, including assets acquired through the incurrence of debt but excluding any cash and cash equivalents. The Base Management Fee is calculated based on the average value of gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.

The Advisor, however, has agreed to waive its right to receive management fees in excess of the sum of (i) 0.25% of the aggregate committed but undrawn capital and (ii) 0.75% of the aggregate gross assets excluding cash and cash equivalents (including capital drawn to pay the Company’s expenses) during any period prior to a qualified initial public offering, as defined by the Investment Advisory Agreement (“Qualified IPO”). The Advisor will not be permitted to recoup any waived amounts at any time and the waiver agreement may only be modified or terminated prior to a Qualified IPO with the approval of the Board. For purposes of the Investment Advisory Agreement, cash equivalents means U.S. government securities and commercial paper maturing within one year of purchase.

For the three and nine months ended September 30, 2019, the Company incurred management fees, which are net of waived amounts, of $1,249,656 and $3,352,751, respectively, of which $1,249,656 was payable at September 30, 2019. For the three and nine months ended September 30, 2018, the Company incurred management fees, which are net of waived amounts, of $888,973 and $2,421,971, respectively, of which $888,973 was payable at September 30, 2018.

The Advisor has voluntarily waived its right to receive management fees on the investment in GACP II for any period in which GACP II remains in the investment portfolio. For the three and nine months ended September 30, 2019, management fees of $41,175 and $106,892, respectively, were waived attributable to the Company’s investment in GACP II.

The Incentive Fees consists of two parts. The first part, the income incentive fee, is calculated and payable quarterly in arrears and (a) equals 100% of the excess of the pre-incentive fee net investment income for the immediately preceding calendar quarter, over a preferred return of 1.5% per quarter (6% annualized) (the “Hurdle”), and a catch-up feature until the Advisor has received, (i) prior to a Qualified IPO, 15%, or (ii) after a Qualified IPO, 17.5%, of the pre-incentive fee net investment income for the current quarter up to, (i) prior to a Qualified IPO, 1.7647%, or (ii) after a Qualified IPO, 1.8182% (the “Catch-up”), and (b) (i) prior to a Qualified IPO, 15% or (ii) after a Qualified IPO, 17.5%, of all remaining pre-incentive fee net investment income above the “Catch-up.”

Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during each calendar quarter, minus operating expenses for such quarter (including the base management fee, expenses payable under the Administration Agreement and any interest expense and distributions paid on any issued and outstanding debt or preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, OID, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income will be compared to a “Hurdle Amount” equal to the product of (i) the Hurdle rate of 1.50% per quarter (6.00% annualized) and (ii) our net assets (defined as total assets less indebtedness, before taking into account any incentive fees payable during the period), at the end of the immediately preceding calendar quarter, subject to a “catch-up” provision incurred at the end of each calendar quarter.

At the 2018 Annual Meeting of Stockholders, the Company received shareholder approval to extend the end of the Commitment Period to the earlier of (i) a Qualified IPO and (ii) June 30, 2020. In exchange for the Commitment Period extension, the Advisor agreed to waive its rights under the Investment Advisory Agreement to the income incentive fee for the period from April 1, 2018 through the earlier of (i) the date of a Qualified IPO or (ii) the dissolution and wind down of the Company.

Upon a Qualified IPO and the Advisor begins to earn income incentive fees, the Advisor will voluntarily waive the income incentive fees attributable to the investment income accrued by the Company as a result of its investment in GACP II.

For the three and nine months ended September 30, 2019, the Company incurred income incentive fees, which are net of waived amounts, of $0 and $0, respectively, of which $0 was payable at September 30, 2019. For the three and nine months ended September 30, 2018, the Company incurred income incentive fees of $0 and $554,977, respectively, of which $0 was payable at September 30, 2018.

The second part, the capital gains incentive fee, is determined and payable in arrears as of the end of each fiscal year (or upon a Qualified IPO or termination of the Investment Advisory Agreement), (i) prior to a Qualified IPO, 15.0%, or (ii) after a Qualified IPO, 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of the fiscal 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 gain incentive fees. If a Qualified IPO occurs on a date other than the first day of a calendar quarter, the income incentive fee shall be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after a Qualified IPO based on the number of days in such calendar quarter before and after a Qualified IPO. If a Qualified IPO occurs on a date other than the first day of a fiscal year, a capital gains incentive fee shall be calculated as of the day before the Qualified IPO, with such capital gains incentive fee paid to the Advisor following the end of the fiscal year in which the Qualified IPO occurred. For the avoidance of doubt, such capital gains incentive fee shall be equal to 15.0% of the Company’s realized capital gains on a cumulative basis from inception through the day before the Qualified IPO, 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 fees. Following a Qualified IPO, solely for the purposes of calculating the capital gains incentive fee, the Company will be deemed to have previously paid capital gains incentive fees prior to a Qualified IPO equal to the product obtained by multiplying (a) the actual aggregate amount of previously paid capital gains incentive fees for all periods prior to a Qualified IPO by (b) the percentage obtained by dividing (x) 17.5% by (y) 15.0%. In the event that the Investment Advisory Agreement shall terminate as of a date that is not a fiscal year end, the termination date shall be treated as though it were a fiscal year end for purposes of calculating and paying a capital gains incentive fee.

At the 2018 Annual Meeting of Stockholders, the Company received shareholder approval to extend the deadline to consummate a Qualified IPO (the “Qualified IPO Deadline”). The Qualified IPO Deadline was extended to June 30, 2022. In exchange for the Qualified IPO Deadline extension, the Advisor agreed to waive its rights under the Investment Advisory Agreement to the capital gain incentive fee for the period from April 1, 2018 through the earlier of (i) the date of a Qualified IPO or (ii) the dissolution and wind down of the Company.

No capital gains incentive fees were incurred for the nine months ended September 30, 2019 and 2018.

From time to time, the Advisor may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Advisor for such amounts paid on its behalf. Amounts payable to the Advisor are settled in the normal course of business without formal payment terms. See Note 8. Commitments, Contingencies and Indemnifications for additional discussion of certain related party transactions with the Advisor.

A portion of the outstanding shares of the Company’s common stock are owned by Crescent Capital Group LP (“CCG LP”). CCG LP is also the majority member of the Advisor and sole member of the Administrator. The Company has entered into a license agreement with CCG LP under which CCG LP granted the Company a non-exclusive, royalty-free license to use the name “Crescent Capital”. The Advisor has entered into a resource sharing agreement with CCG LP. CCG LP will provide the Advisor with the resources necessary for the Advisor to fulfill its obligations under the Investment Advisory Agreement.

Directors Fees

Each of the Company’s independent directors receive (i) an annual fee of $75,000, and (ii) $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each regular Board meeting and $500 each special meeting. The Company’s independent directors also receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with each committee meeting attended. The Chairman of the Audit Committee receives an additional annual fee of $7,500. The Chairperson of the Nominating and Corporate Governance Committee and the Compensation Committee receive an additional annual fee of $2,500 and $2,500, respectively. The Company has obtained directors’ and officers’ liability insurance on behalf of the Company’s directors and officers. For the three and nine months ended September 30, 2019, the Company recorded directors’ fees of $72,500 and $217,500, respectively, of which $141,482 was payable at September 30, 2019. For the three and nine months ended September 30, 2018, the Company recorded directors’ fees of $72,500 and $217,500, respectively, of which $61,813 was payable at September 30, 2018.

Investments in and Advances to Affiliates

The company’s investments in affiliates for the nine months ended September 30, 2019 were as follows:


	Fair Value as of December 31, 2018		Gross Additions⁽²⁾		Gross Reductions⁽³⁾		Net Realized Gains/ (Losses)		Change in Unrealized Gains/ (Losses)			Fair Value as of September 30, 2019		Dividend, Interest, PIK and Other Income
Controlled Affiliates
CBDC Senior Loan Fund LLC⁽¹⁾	$	—	$	34,000,000	$	—	$	—	$	(667,200	)	$	33,332,800	$	1,450,000
Total Controlled Affiliates	$	—	$	34,000,000	$	—	$	—	$	(667,200	)	$	33,332,800	$	1,450,000

(1) Together with Masterland Enterprise Holdings, Ltd. (“Masterland”, and collectively with the Company, the “Members”), the Company invests through the Senior Loan Fund. Although the Company owns more than 25% of the voting securities of the Senior Loan Fund, the Company does have control over the Senior Loan Fund (other than for purposes of the Investment Company Act). See Note 4 “Investments”.

(2) Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(3) Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

The Company did not hold any investments in affiliates for the nine months ended September 30, 2018.

Note 4. Investments

The Company’s investments at any time may include securities and other financial instruments or other assets of any sort, including, without limitation, corporate and government bonds, convertible securities, collateralized loan obligations, term loans, trade claims, equity securities, privately negotiated securities, direct placements, working interests, warrants and investment derivatives (including, but not limited to credit default swaps, recovery swaps, total return swaps, options, forward contracts, and futures) (all of the foregoing collectively referred to in these consolidated financial statements as “investments”).

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the Consolidated Schedule of Investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments. As of September 30, 2019, all investments, except for Senior Loan Fund, are non-controlled/non-affiliated investments. As of December 31, 2018, all investments held are non-controlled/non-affiliated investments.

Certain Risk Factors

In the ordinary course of business, the Company manages a variety of risks including market risk and liquidity risk. The Company identifies, measures and monitors risk through various control mechanisms, including trading limits and diversifying exposures and activities across a variety of instruments, markets and counterparties.

Market risk is the risk of potential adverse changes to the value of financial instruments because of changes in market conditions, including as a result of changes in the credit quality of a particular issuer, credit spreads, interest rates, and other movements and volatility in security prices or commodities. In particular, the Company may invest in issuers that are experiencing or have experienced financial or business difficulties (including difficulties resulting from the initiation or prospect of significant litigation or bankruptcy proceedings), which involves significant risks. The Company manages its exposure to market risk through the use of risk management strategies and various analytical monitoring techniques.

The Company’s investments may, at any time, include securities and other financial instruments or obligations that are illiquid or thinly traded, making purchase or sale of such securities and financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Investments at fair value consisted of the following at September 30, 2019 and December 31, 2018:


Investment Type	Cost		Fair Value		Unrealized Appreciation/ (Depreciation)			Cost		Fair Value		Unrealized Appreciation/ (Depreciation)
Senior Secured First Lien	$	546,468,145	$	545,202,576	$	(1,265,569	)	$	380,078,748	$	379,296,186	$	(782,562	)
Senior Secured Second Lien		74,235,671		61,703,586		(12,532,085	)		83,029,256		75,797,646		(7,231,610	)
Unsecured Debt		7,341,060		7,403,047		61,987			7,228,521		7,262,841		34,320
Preferred Stock		3,215,387		3,815,944		600,557			1,891,892		2,270,352		378,460
Common Stock and Other		71,637,003		74,157,593		2,520,590			28,452,264		28,714,699		262,435

Total Investments	$	702,897,266	$	692,282,746	$	(10,614,520	)	$	500,680,681	$	493,341,724	$	(7,338,957	)

The industry composition of investments at fair value at September 30, 2019 and December 31, 2018 is as follows:


Industry	Fair Value September 30, 2019		Percentage of Fair Value			Fair Value December 31, 2018		Percentage of Fair Value
Automobiles & Components	$	32,129,187		4.64	%	$	28,330,364		5.74	%
Capital Goods		20,210,729		2.92			18,428,725		3.74
Commercial & Professional Services		136,872,967		19.77			113,762,203		23.06
Consumer Durables & Apparel		3,264,750		0.47			2,622,500		0.53
Consumer Services		68,522,987		9.90			53,523,125		10.85
Diversified Financials		66,130,161		9.55			29,962,766		6.07
Energy		13,331,250		1.93			296,629		0.06
Food & Staples Retailing		33,599,337		4.85			6,637,313		1.35
Food, Beverage & Tobacco		3,946,663		0.57			3,510,000		0.71
Health Care Equipment & Services		135,738,099		19.61			103,923,291		21.06
Household & Personal Products		3,921,214		0.57			3,292,223		0.67
Insurance		23,976,760		3.46			9,035,119		1.83
Materials		11,043,389		1.59			10,411,798		2.11
Media		3,858,336		0.56			3,544,140		0.72
Pharmaceuticals, Biotechnology & Life Sciences		11,286,552		1.63			8,228,979		1.67
Retailing		22,352,393		3.23			18,450,967		3.74
Software & Services		90,847,451		13.12			67,903,178		13.76
Technology Hardware & Equipment		4,607,999		0.67			4,785,431		0.97
Transportation		6,642,522		0.96			6,692,973		1.36

Total Investments	$	692,282,746		100.00	%	$	493,341,724		100.00	%

The geographic composition of investments at fair value at September 30, 2019 and December 31, 2018 is as follows:


Geographic Region	Fair Value September 30, 2019		Percentage of Fair Value
United States	$	652,481,672		94.25	%
Canada		12,140,625		1.75
Belgium		10,467,951		1.51
Netherlands		7,533,067		1.09
United Kingdom		7,476,874		1.08
France		2,182,557		0.32

Total Investments	$	692,282,746		100.00	%


Geographic Region	Fair Value December 31, 2018		Percentage of Fair Value
United States	$	480,204,140		97.34	%
United Kingdom		10,861,848		2.20
France		2,275,736		0.46

Total Investments	$	493,341,724		100.00	%

Senior Loan Fund

The Senior Loan Fund, an unconsolidated limited liability company, was formed on September 26, 2018 and commenced operations in February 2019. The Company invests together with Masterland through the Senior Loan Fund. Masterland is a wholly owned subsidiary of China Orient Asset Management (International) Holding Limited (HK). The Senior Loan Fund’s principal purpose is to make investments, either directly or indirectly through its wholly owned subsidiary, CBDC Senior Loan Sub LLC. Each of the Company and Masterland have subscribed to fund $40 million. Except under certain circumstances, contributions to the Senior Loan Fund cannot be redeemed. The Senior Loan Fund is managed by a four member board of managers, on which the Company and Masterland have equal representation. Investment decisions generally must be unanimously approved by a quorum of the board of managers. Since the Company does not have a controlling financial interest in the Senior Loan Fund, the Company does not consolidate. The Senior Loan Fund is an investment company and measured using the net asset value per share as a practical expedient for fair value.

As of September 30, 2019, the Company and Masterland had subscribed to fund and contributed the following to the Senior Loan Fund:


	September 30, 2019
Member	Subscribed to fund		Contributed
Company	$	40,000,000	$	34,000,000
Masterland		40,000,000		34,000,000

Total	$	80,000,000	$	68,000,000

The Senior Loan Fund is capitalized pro rata with LLC equity interest as transactions are completed. The Senior Loan Fund has a revolving credit facility with Royal Bank of Canada (the “RBC Facility”), which permitted up to $300.0 million of borrowings as of September 30, 2019. Borrowings under the RBC Facility are secured by all assets of CBDC Senior Loan Sub LLC.

As of September 30, 2019, the Senior Loan Fund had total investments in senior secured debt at fair value of $283,069,106.

Below is a summary of the Senior Loan Fund’s portfolio, followed by a listing of the individual loans in the Senior Loan Fund’s portfolio as of September 30, 2019:


	As of September 30, 2019 (Unaudited)
Total senior secured debt⁽¹⁾	$	285,900,862
Weighted average current interest rate on senior secured debt⁽²⁾		5.1	%
Number of borrowers in the Senior Loan Fund’s portfolio		169
Largest loan to a single borrower	$	3,585,296

⁽¹⁾	At par amount, including unfunded commitments.

⁽²⁾	Computed as (a) the annual stated interest rate on accruing senior secured debt, divided by (b) total senior secured debt at par amount, excluding fully unfunded commitments.

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
Investments
United States
Debt Investments
Aerospace & Defense
Dynasty Acquisition Co., Inc.	Senior Secured First Lien		L + 400	⁽¹⁾		6.10	%		04/2026	$	487,762	$	490,157		0.7	%	$	490,657
TransDigm, Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		06/2023		744,333		736,946		1.1			743,503
TransDigm, Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		08/2024		249,366		247,849		0.4			248,630
TransDigm, Inc.	Senior Secured First Lien		L + 250	⁽¹⁾		4.54	%		05/2025		1,989,272		1,966,514		3.0			1,983,961

											3,470,733		3,441,466		5.2			3,466,751

Air Transport
American Airlines, Inc.⁽³⁾	Senior Secured First Lien		L + 175	⁽²⁾		3.80	%		06/2025		3,500,000		3,442,208		5.2			3,469,130

Automotive
Mister Car Wash Holdings, Inc.	Senior Secured First Lien		L + 350	⁽¹⁾		5.66	%		05/2026		1,432,454		1,431,940		2.1			1,432,841
Mister Car Wash Holdings, Inc.⁽⁴⁾	Senior Secured First Lien		L + 350	⁽¹⁾		3.50	%		05/2026		—		49		—			20
Wand NewCo 3, Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		02/2026		1,496,250		1,502,308		2.3			1,505,602

											2,928,704		2,934,297		4.4			2,938,463

Building & Development
Capital Automotive L.P.⁽³⁾	Senior Secured First Lien		L + 250	⁽²⁾		4.55	%		03/2024		742,359		744,215		1.1			743,870
DTZ U.S. Borrower LLC	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		08/2025		2,983,672		2,988,355		4.5			2,992,995
Forest City Enterprises, L.P.	Senior Secured First Lien		L + 400	⁽²⁾		6.04	%		12/2025		994,987		1,002,179		1.5			1,003,539
Realogy Group LLC	Senior Secured First Lien		L + 225	⁽²⁾		4.30	%		02/2025		2,997,407		2,932,998		4.3			2,860,666

											7,718,425		7,667,747		11.4			7,601,070

Business Equipment & Services
Almonde, Inc.	Senior Secured First Lien		L + 350	⁽⁵⁾		5.70	%		06/2024		2,486,646		2,463,013		3.6			2,424,604
Belfor Holdings Inc.	Senior Secured First Lien		L + 400	⁽²⁾		6.04	%		04/2026		638,400		638,400		1.0			642,390
Brand Energy & Infrastructure Services, Inc.	Senior Secured First Lien		L + 425	⁽⁶⁾		6.52	%		06/2024		1,741,729		1,708,910		2.6			1,706,894
EAB Global, Inc.	Senior Secured First Lien		L + 375	⁽¹⁾		6.38	%		11/2024		1,492,424		1,486,560		2.2			1,476,873
Financial & Risk US Holdings, Inc.	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		10/2025		1,492,481		1,472,423		2.3			1,502,123
IG Investment Holdings, LLC	Senior Secured First Lien		L + 400	⁽²⁾		6.04	%		05/2025		2,205,826		2,204,321		3.3			2,199,209
IRI Holdings, Inc.	Senior Secured First Lien		L + 450	⁽¹⁾		6.62	%		12/2025		2,332,628		2,321,593		3.4			2,250,263
Iron Mountain, Inc.	Senior Secured First Lien		L + 175	⁽²⁾		3.79	%		01/2026		1,488,665		1,467,936		2.2			1,478,118
Jane Street Group, LLC	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		08/2022		2,266,098		2,262,688		3.4			2,263,265
MA FinanceCo., LLC	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		06/2024		193,467		191,367		0.3			191,371
Netsmart, Inc.	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		04/2023		1,571,976		1,566,594		2.3			1,559,212
OEConnection LLC⁽³⁾	Senior Secured First Lien		L + 400	⁽¹⁾		6.02	%		09/2026		1,096,104		1,090,712		1.7			1,094,049
OEConnection LLC^{(4) (7)}	Senior Secured First Lien								09/2026		—		3		—			(195	)
Prime Security Services Borrower, LLC	Senior Secured First Lien		L + 325	⁽⁸⁾		5.21	%		09/2026		2,500,051		2,494,108		3.7			2,476,226
PSAV Holdings LLC	Senior Secured First Lien		L + 325	⁽⁸⁾		5.29	%		03/2025		1,493,684		1,460,386		2.2			1,448,873

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
PSAV Holdings LLC⁽³⁾	Senior Secured First Lien		L + 450	⁽¹⁾		6.55	%		09/2026	$	250,000	$	245,000		0.4	%	$	246,094
Seattle Spinco, Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		06/2024		1,306,533		1,292,346		1.9			1,292,376
Spin Holdco Inc.	Senior Secured First Lien		L + 325	⁽¹⁾		5.57	%		11/2022		1,990,456		1,971,545		2.9			1,960,599
TruGreen Limited Partnership	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		03/2026		1,415,188		1,417,122		2.1			1,422,270
USIC Holdings, Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		12/2023		1,489,818		1,477,439		2.2			1,480,507

											29,452,174		29,232,466		43.7			29,115,121

Cable & Satellite Television
Charter Communications Operating, LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.05	%		04/2025		2,234,839		2,234,028		3.4			2,250,907
CSC Holdings, LLC	Senior Secured First Lien		L + 225	⁽²⁾		4.28	%		01/2026		1,496,241		1,491,434		2.2			1,497,737
CSC Holdings, LLC	Senior Secured First Lien		L + 250	⁽²⁾		4.53	%		01/2026		1,989,924		1,989,925		3.0			1,995,059
CSC Holdings, LLC⁽⁴⁾	Senior Secured First Lien								04/2027		—		—		—			1,219
Radiate Holdco, LLC	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		02/2024		1,739,799		1,726,342		2.6			1,735,745
Virgin Media Bristol LLC	Senior Secured First Lien		L + 250	⁽²⁾		4.53	%		01/2026		1,500,000		1,494,100		2.3			1,502,093

											8,960,803		8,935,829		13.5			8,982,760

Chemicals & Plastics
H.B. Fuller Company	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		10/2024		2,559,452		2,543,692		3.8			2,552,656
Ineos US Finance LLC	Senior Secured First Lien		L + 200	⁽⁶⁾		4.04	%		03/2024		2,981,041		2,958,150		4.4			2,950,694
Messer Industries GmbH	Senior Secured First Lien		L + 250	⁽¹⁾		4.60	%		03/2026		2,243,447		2,226,189		3.4			2,241,911
PMHC II, Inc.	Senior Secured First Lien		L + 350	⁽¹⁾		5.60	%		03/2025		749,338		738,479		0.9			610,711
PQ Corporation	Senior Secured First Lien		L + 250	⁽¹⁾		4.76	%		02/2025		913,607		912,486		1.4			916,462
Univar Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		07/2024		1,500,000		1,498,239		2.3			1,506,090

											10,946,885		10,877,235		16.2			10,778,524

Consumer Services
MHI Holdings, LLC⁽³⁾	Senior Secured First Lien		L + 500	⁽²⁾		7.04	%		09/2026		1,250,000		1,237,500		1.9			1,251,563
Pre-Paid Legal Services, Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		05/2025		1,699,935		1,686,560		2.5			1,700,147

											2,949,935		2,924,060		4.4			2,951,710

Containers & Glass Products
Anchor Packaging Inc.	Senior Secured First Lien		L + 400	⁽²⁾		6.04	%		07/2026		826,257		823,712		1.3			823,158
Anchor Packaging Inc.^{(4) (7)}	Senior Secured First Lien								07/2026		—		110		—			(678	)
Berlin Packaging LLC	Senior Secured First Lien		L + 300	⁽²⁾		5.11	%		11/2025		1,241,190		1,221,934		1.8			1,221,567
Berry Global, Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.55	%		07/2026		2,992,500		2,985,211		4.5			3,010,410
BWAY Holding Company	Senior Secured First Lien		L + 325	⁽¹⁾		5.59	%		04/2024		1,244,908		1,213,306		1.8			1,221,049
Consolidated Container Company LLC	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		05/2024		1,492,405		1,486,005		2.2			1,486,809
Plaze, Inc.	Senior Secured First Lien		L + 350	⁽¹⁾		5.63	%		08/2026		1,681,000		1,672,723		2.5			1,678,899
Pro Mach Group, Inc.	Senior Secured First Lien		L + 275	⁽²⁾		4.81	%		03/2025		1,741,791		1,707,718		2.6			1,699,884
Reynolds Group Holdings Inc.	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		02/2023		2,984,655		2,966,335		4.5			2,993,549

											14,204,706		14,077,054		21.2			14,134,647

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
Diversified Insurance
Acrisure, LLC	Senior Secured First Lien		L + 425	⁽¹⁾		6.35	%		11/2023	$	2,984,772	$	2,989,302		4.5	%	$	2,973,579

Drugs
Albany Molecular Research, Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		08/2024		1,741,117		1,730,465		2.6			1,720,807
Amneal Pharmaceuticals LLC	Senior Secured First Lien		L + 350	⁽²⁾		5.56	%		05/2025		3,234,880		3,210,008		4.1			2,777,953

											4,975,997		4,940,473		6.7			4,498,760

Electronics/Electrical
Blackhawk Network Holdings, Inc.	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		06/2025		1,989,924		1,982,338		3.0			1,986,601
Camelot UK Holdco Limited	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		10/2023		1,741,251		1,744,714		2.6			1,754,136
CommScope, Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		04/2026		1,500,000		1,504,511		2.2			1,497,323
Compuware Corporation	Senior Secured First Lien		L + 400	⁽²⁾		6.04	%		08/2025		1,991,635		1,998,729		3.0			2,002,430
Dell International LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.05	%		09/2025		2,888,511		2,882,991		4.4			2,905,539
ON Semiconductor Corporation⁽³⁾	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		09/2026		772,000		770,070		1.2			776,346
Sabre GLBL Inc.	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		02/2024		1,493,956		1,491,949		2.2			1,501,934
SS&C Technologies Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		04/2025		2,012,291		2,013,588		3.0			2,021,547
Verifone Systems, Inc.	Senior Secured First Lien		L + 400	⁽¹⁾		6.14	%		08/2025		2,147,207		2,125,261		3.1			2,057,293
Western Digital Corporation	Senior Secured First Lien		L + 175	⁽¹⁾		3.86	%		04/2023		1,993,700		1,977,308		3.0			1,992,035
WEX Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		05/2026		3,233,750		3,233,151		4.9			3,256,548

											21,764,225		21,724,610		32.6			21,751,732

Financial Intermediaries
Apollo Commercial Real Estate Finance, Inc	Senior Secured First Lien		L + 275	⁽²⁾		4.78	%		05/2026		1,745,601		1,741,333		2.6			1,743,419
AqGen Ascensus, Inc.	Senior Secured First Lien		L + 400	⁽⁵⁾		6.20	%		12/2022		751,451		752,305		1.1			754,742
Avolon TLB Borrower 1 (US) LLC	Senior Secured First Lien		L + 175	⁽²⁾		3.79	%		01/2025		3,000,000		2,997,692		4.5			3,015,780
Citadel Securities LP	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		02/2026		1,536,430		1,534,572		2.3			1,543,152
Edelman Financial Center, LLC	Senior Secured First Lien		L + 325	⁽²⁾		5.31	%		07/2025		745,619		746,527		1.1			747,680
FinCo I LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		12/2022		1,500,000		1,497,733		2.3			1,505,910
Focus Financial Partners, LLC	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		07/2024		997,475		996,627		1.5			1,003,260
Jefferies Finance LLC	Senior Secured First Lien		L + 375	⁽²⁾		5.88	%		06/2026		1,827,025		1,828,287		2.8			1,829,026
Kestra Advisor Services Holdings A, Inc.	Senior Secured First Lien		L + 425	⁽²⁾		6.36	%		06/2026		783,988		776,449		1.2			767,328
RPI Finance Trust	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		03/2023		2,936,508		2,933,851		4.4			2,955,317
Sedgwick Claims Management Services, Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		12/2025		2,106,468		2,091,146		3.1			2,074,703
Starwood Property Trust, Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		07/2026		756,000		755,986		1.2			757,417
VFH Parent LLC	Senior Secured First Lien		L + 350	⁽⁵⁾		6.04	%		03/2026		1,749,333		1,752,697		2.6			1,754,433
Victory Capital Holdings, Inc.	Senior Secured First Lien		L + 325	⁽¹⁾		5.57	%		07/2026		938,403		936,636		1.4			943,681

											21,374,301		21,341,841		32.1			21,395,848

Food products
Dole Food Company Inc.	Senior Secured First Lien		L + 275	⁽²⁾		4.80	%		04/2024		1,728,748		1,720,028		2.5			1,709,610

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
Hearthside Food Solutions, LLC	Senior Secured First Lien		L + 369	⁽²⁾		5.73	%		05/2025	$	1,743,696	$	1,713,608			2.5	%	$	1,646,049

											3,472,444		3,433,636			5.0			3,355,659

Food Service
IRB Holding Corp	Senior Secured First Lien		L + 325	⁽¹⁾		5.55	%		02/2025		2,239,266		2,234,443			3.4			2,232,425
Whatabrands LLC	Senior Secured First Lien		L + 325	⁽¹⁾		5.52	%		08/2026		736,000		736,406			1.1			740,236

											2,975,266		2,970,849			4.5			2,972,661

Food/Drug Retailers
Albertsons, LLC	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		11/2025		1,239,910		1,235,213			1.9			1,248,911
BJ’s Wholesale Club, Inc.	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		02/2024		2,238,693		2,244,646			3.3			2,248,208

											3,478,603		3,479,859			5.2			3,497,119

Health Care
ADMI Corp.	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		04/2025		1,989,931		1,969,149			3.0			1,974,758
ATI Holdings Acquisition, Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.55	%		05/2023		1,737,176		1,713,400			2.6			1,721,976
Avantor, Inc.	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		11/2024		1,375,679		1,381,391			2.1			1,388,149
CHG Healthcare Services Inc.	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		06/2023		2,010,308		2,007,754			3.0			2,012,198
Comet Acquisition, Inc.	Senior Secured First Lien		L + 350	⁽¹⁾		5.62	%		10/2025		1,492,481		1,491,298			2.2			1,477,556
DaVita, Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		08/2026		1,430,000		1,426,438			2.2			1,439,753
Emerald TopCo Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		07/2026		1,739,000		1,736,296			2.6			1,736,826
Envision Healthcare Corporation	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		10/2025		1,490,616		1,428,337			1.8			1,220,904
Gentiva Health Services, Inc.	Senior Secured First Lien		L + 375	⁽²⁾		5.81	%		07/2025		2,209,471		2,212,170			3.3			2,224,661
HCA Inc.	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		03/2025		743,076		743,940			1.1			746,468
Heartland Dental, LLC	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		04/2025		1,211,333		1,191,006			1.8			1,188,051
Heartland Dental, LLC^{(4) (7)}	Senior Secured First Lien								04/2025		1		(454	)		—			(526	)
IQVIA Inc.	Senior Secured First Lien		L + 175	⁽¹⁾		3.85	%		06/2025		1,489,943		1,486,375			2.3			1,493,907
NVA Holdings, Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		02/2025		748,125		748,125			1.1			749,060
RegionalCare Hospital Partners Holdings, Inc.	Senior Secured First Lien		L + 450	⁽²⁾		6.55	%		11/2025		1,488,750		1,483,549			2.2			1,492,360
Sound Inpatient Physicians	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		06/2025		746,222		746,831			1.1			746,595
Surgery Center Holdings, Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.30	%		09/2024		1,489,237		1,469,567			2.2			1,462,245
Syneos Health, Inc.	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		08/2024		1,271,763		1,272,019			1.9			1,278,389
Tecomet Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.28	%		05/2024		746,183		746,183			1.1			742,919
U.S. Renal Care, Inc.	Senior Secured First Lien		L + 500	⁽²⁾		7.06	%		06/2026		1,242,150		1,217,994			1.8			1,179,421
Verscend Holding Corp.	Senior Secured First Lien		L + 450	⁽²⁾		6.54	%		08/2025		2,238,694		2,248,427			3.4			2,250,357
Viant Medical Holdings, Inc.	Senior Secured First Lien		L + 375	⁽¹⁾		5.85	%		07/2025		745,296		747,507			1.1			698,715
VVC Holding Corp.	Senior Secured First Lien		L + 450	⁽¹⁾		6.68	%		02/2026		1,492,500		1,480,787			2.2			1,491,105

											31,127,935		30,948,089			46.1			30,715,847

Industrial Equipment
Clark Equipment Company	Senior Secured First Lien		L + 200	⁽¹⁾		4.10	%		05/2024		1,469,631		1,466,169			2.2			1,474,841

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
LTI Holdings, Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		09/2025	$	994,975	$	965,711		1.4	%	$	943,982
Playpower, Inc.	Senior Secured First Lien		L + 550	⁽¹⁾		7.60	%		05/2026		218,253		216,153		0.3			218,526
Sabre Industries, Inc.	Senior Secured First Lien		L + 425	⁽²⁾		6.31	%		04/2026		748,750		745,171		1.2			753,198

											3,431,609		3,393,204		5.1			3,390,547

Leisure Goods/Activities/Movies
Crown Finance US, Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		02/2025		2,011,564		1,989,448		3.0			2,000,762
Crown Finance US, Inc.⁽³⁾	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		09/2026		1,000,000		995,000		1.5			999,375
Hoya Midco, LLC	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		06/2024		1,491,338		1,482,592		2.2			1,474,561
Six Flags Theme Parks, Inc.	Senior Secured First Lien		L + 200	⁽²⁾		4.05	%		04/2026		1,516,587		1,512,989		2.3			1,520,378
SP PF Buyer LLC	Senior Secured First Lien		L + 450	⁽¹⁾		6.54	%		12/2025		746,250		745,685		1.0			666,651
UFC Holdings, LLC	Senior Secured First Lien		L + 325	⁽²⁾		5.30	%		04/2026		1,743,309		1,744,814		2.6			1,749,969
Varsity Brands, Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		12/2024		1,741,779		1,730,810		2.5			1,689,961

											10,250,827		10,201,338		15.1			10,101,657

Lodging & Casinos
Golden Nugget, Inc.	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		10/2023		2,485,191		2,482,627		3.7			2,486,147
MGM Growth Properties Operating Partnership LP	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		03/2025		2,484,556		2,481,437		3.7			2,493,699
Scientific Games International, Inc.	Senior Secured First Lien		L + 275	⁽⁶⁾		4.90	%		08/2024		2,483,614		2,456,580		3.7			2,466,242
Seminole Tribe of Florida	Senior Secured First Lien		L + 175	⁽²⁾		3.79	%		07/2024		903,905		902,641		1.4			909,934
VICI Properties 1 LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.05	%		12/2024		2,000,000		1,991,633		3.0			2,008,330
Wyndham Hotels & Resorts, Inc.	Senior Secured First Lien		L + 175	⁽²⁾		3.79	%		05/2025		2,244,429		2,243,176		3.4			2,257,682

											12,601,695		12,558,094		18.9			12,622,034

Nonferrous Metals/Minerals
Dynacast International LLC	Senior Secured First Lien		L + 325	⁽¹⁾		5.35	%		01/2022		746,094		727,052		1.1			719,048

Oil & Gas
Blackstone CQP Holdco LP	Senior Secured First Lien		L + 350	⁽¹⁾		5.66	%		09/2024		1,422,352		1,420,939		2.1			1,430,225
Delek US Holdings, Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		03/2025		1,196,432		1,191,057		1.8			1,195,684
Prairie ECI Acquiror LP	Senior Secured First Lien		L + 475	⁽¹⁾		6.85	%		03/2026		1,130,659		1,137,850		1.7			1,108,402

											3,749,443		3,749,846		5.6			3,734,311

Property & Casualty Insurance
AssuredPartners, Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		10/2024		2,982,740		2,972,152		4.5			2,974,821
Asurion LLC	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		11/2023		1,739,579		1,741,333		2.6			1,748,277
Asurion LLC	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		11/2024		1,243,703		1,243,703		1.9			1,249,318

											5,966,022		5,957,188		9.0			5,972,416

Publishing
Meredith Corporation	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		01/2025		2,487,917		2,487,727		3.7			2,493,676
Merrill Communications, LLC⁽³⁾	Senior Secured First Lien		L + 500	⁽²⁾		7.05	%		09/2026		1,250,000		1,237,500		1.9			1,246,875
Nielsen Finance LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		10/2023		2,990,066		2,980,479		4.5			2,991,935

											6,727,983		6,705,706		10.1			6,732,486

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
Radio & Television
Diamond Sports Group, LLC	Senior Secured First Lien		L + 325	⁽²⁾		5.30	%		08/2026	$	1,971,000	$	1,964,169		3.0	%	$	1,985,171
Gray Television, Inc.	Senior Secured First Lien		L + 250	⁽¹⁾		4.83	%		01/2026		1,490,616		1,488,853		2.2			1,497,964
Nexstar Broadcasting, Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.35	%		01/2024		268,618		267,208		0.4			269,290
Nexstar Broadcasting, Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		01/2024		1,348,436		1,341,512		2.0			1,351,807
Nexstar Broadcasting, Inc.	Senior Secured First Lien		L + 275	⁽¹⁾		4.81	%		09/2026		1,968,242		1,966,184		3.0			1,979,461
Sinclair Television Group Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		09/2026		925,000		920,407		1.4			929,912

											7,971,912		7,948,333		12.0			8,013,605

Retailers (except Food & Drug)
Bass Pro Group, LLC	Senior Secured First Lien		L + 500	⁽²⁾		7.04	%		09/2024		1,490,497		1,469,484		2.2			1,438,329
Men’s Wearhouse, Inc. (The)	Senior Secured First Lien		L + 325	⁽²⁾		5.35	%		04/2025		1,488,013		1,448,310		1.9			1,264,812
Staples, Inc.	Senior Secured First Lien		L + 500	⁽¹⁾		7.12	%		04/2026		1,015,862		1,002,451		1.5			1,003,270

											3,994,372		3,920,245		5.6			3,706,411

Software & Services
DCert Buyer, Inc.⁽³⁾	Senior Secured First Lien		L + 400	⁽²⁾		6.05	%		08/2026		2,000,000		1,995,000		3.0			1,996,250

Surface Transport
Avis Budget Car Rental, LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.05	%		02/2025		1,490,521		1,480,190		2.2			1,492,615
XPO Logistics, Inc.	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		02/2025		500,000		493,663		0.8			503,040
XPO Logistics, Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		02/2025		1,220,477		1,218,311		1.8			1,230,204

											3,210,998		3,192,164		4.8			3,225,859

Telecommunications
Avaya, Inc.	Senior Secured First Lien		L + 425	⁽²⁾		6.28	%		12/2024		2,736,076		2,740,564		3.9			2,606,974
CenturyLink, Inc.	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		01/2025		2,824,466		2,789,534		4.2			2,809,962
Level 3 Financing Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		02/2024		3,000,000		2,999,829		4.5			3,010,320
Sprint Communications, Inc.	Senior Secured First Lien		L + 300	⁽²⁾		5.06	%		02/2024		1,985,000		1,985,000		3.0			1,982,519

											10,545,542		10,514,927		15.6			10,409,775

Utilities
Brookfield WEC Holdings Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		08/2025		1,604,458		1,607,146		2.4			1,611,485
Calpine Corporation	Senior Secured First Lien		L + 250	⁽¹⁾		4.61	%		01/2024		1,340,410		1,332,732		2.0			1,345,564
Calpine Corporation	Senior Secured First Lien		L + 275	⁽¹⁾		4.86	%		04/2026		1,650,862		1,641,164		2.5			1,657,160
Eastern Power, LLC	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		10/2023		1,618,565		1,617,898		2.5			1,626,091
Nautilus Power, LLC	Senior Secured First Lien		L + 425	⁽²⁾		6.29	%		05/2024		1,082,656		1,082,816		1.6			1,080,626
Talen Energy Supply, LLC	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		07/2026		1,753,000		1,738,255		2.6			1,753,000
TEX Operations Co. LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		08/2023		337,003		337,559		0.5			338,478
Vistra Operations Company LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		12/2025		466,080		462,785		0.7			467,991

											9,853,034		9,820,355		14.8			9,880,395

Total Debt Investments United States										$	257,335,439	$	256,044,473		382.6	%	$	255,104,175

Total United States												$	256,044,473		382.6	%	$	255,104,175

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
Canada
Debt Investments
Aerospace & Defense
1199169 B.C. Unlimited Liability Company	Senior Secured First Lien		L + 400	⁽¹⁾		6.10	%		04/2026	$	262,238	$	263,525		0.4	%	$	263,794

Air Transport
Air Canada	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		10/2023		1,734,933		1,739,526		2.6			1,743,877
WestJet Airlines Ltd.⁽³⁾	Senior Secured First Lien		L + 300	⁽²⁾		5.05	%		08/2026		1,263,000		1,261,997		1.9			1,273,956

											2,997,933		3,001,523		4.5			3,017,833

Automotive
Panther BF Aggregator 2 LP	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		04/2026		1,991,800		1,977,652		3.0			1,980,845

Food Service
1011778 B.C. Unlimited Liability Company	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		02/2024		3,357,295		3,343,498		5.1			3,372,403

Health Care
DentalCorp Perfect Smile ULC	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		06/2025		746,438		736,919		1.1			735,085

Oil & Gas
NorthRiver Midstream Finance LP	Senior Secured First Lien		L + 325	⁽¹⁾		5.60	%		10/2025		1,243,722		1,244,538		1.8			1,235,688

Total Debt Investments Canada										$	10,599,426	$	10,567,655		15.9	%	$	10,605,648

Total Canada												$	10,567,655		15.9	%	$	10,605,648

Luxembourg
Debt Investments
Automotive
Belron Finance US LLC	Senior Secured First Lien		L + 225	⁽¹⁾		4.46	%		11/2024		943,934		944,467		1.4			948,063
Belron Finance US LLC	Senior Secured First Lien		L + 225	⁽¹⁾		4.43	%		11/2025		298,496		298,496		0.5			300,175

											1,242,430		1,242,963		1.9			1,248,238

Drugs
Endo Luxembourg Finance Company I S.a r.l.	Senior Secured First Lien		L + 425	⁽²⁾		6.31	%		04/2024		993,017		988,163		1.3			906,908
Mallinckrodt International Finance S.A.	Senior Secured First Lien		L + 300	⁽¹⁾		5.18	%		02/2025		959,777		935,149		1.1			721,752

											1,952,794		1,923,312		2.4			1,628,660

Electronics/Electrical
SS&C Technologies Holdings Europe S.A.R.L.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		04/2025		1,327,641		1,328,777		2.0			1,333,749

Real Estate
Sunshine Luxembourg VII S.a r.l.⁽³⁾	Senior Secured First Lien		L + 425	⁽²⁾		6.30	%		10/2026		2,250,000		2,245,995		3.4			2,263,365

Total Debt Investments Luxembourg										$	6,772,865	$	6,741,047		9.7	%	$	6,474,012

Total Luxembourg												$	6,741,047		9.7	%	$	6,474,012

New Zealand
Debt Investments
Business Equipment & Services
Capri Finance LLC	Senior Secured First Lien		L + 300	⁽¹⁾		5.26	%		11/2024		1,742,427		1,724,705		2.6			1,724,454

Retailers (except Food & Drug)
Titan AcquisitionCo New Zealand Limited	Senior Secured First Lien		L + 425	⁽¹⁾		6.35	%		05/2026		997,500		992,715		1.5			1,002,487

Total Debt Investments New Zealand										$	2,739,927	$	2,717,420		4.1	%	$	2,726,941

Total New Zealand												$	2,717,420		4.1	%	$	2,726,941

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
United Kingdom
Debt Investments
Automotive
Boing US Holdco Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		10/2024	$	995,579	$	994,635		1.5	%	$	977,330

Total Debt Investments United Kingdom										$	995,579	$	994,635		1.5	%	$	977,330

Total United Kingdom												$	994,635		1.5	%	$	977,330

Netherlands
Debt Investments
Chemicals & Plastics
Starfruit Finco B.V	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		10/2025		3,582,000		3,589,066		5.3			3,516,628

Electronics/Electrical
Avast Software B.V.	Senior Secured First Lien		L + 225	⁽¹⁾		4.35	%		09/2023		1,358,069		1,358,655		2.0			1,367,596

Food products
Jacobs Douwe Egberts International B.V.	Senior Secured First Lien		L + 200	⁽²⁾		4.13	%		11/2025		652,926		652,926		1.0			654,559

Total Debt Investments Netherlands										$	5,592,995	$	5,600,647		8.3	%	$	5,538,783

Total Netherlands												$	5,600,647		8.3	%	$	5,538,783

Australia
Debt Investments
Electronics/Electrical
Eta Australia Holdings III Pty Ltd	Senior Secured First Lien		L + 400	⁽²⁾		6.04	%		05/2026		374,063		375,862		0.6			375,234

Telecommunications
Speedcast International Limited	Senior Secured First Lien		L + 275	⁽¹⁾		4.85	%		05/2025		1,490,568		1,470,071		1.9			1,266,983

Total Debt Investments Australia										$	1,864,631	$	1,845,933		2.5	%	$	1,642,217

Total Australia												$	1,845,933		2.5	%	$	1,642,217

Total Investments												$	284,511,810		424.6	%	$	283,069,106

**	Percentage is based on net assets of $66,665,579 as of September 30, 2019.

(1)	The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of September 30, 2019 was 2.09%.

(2)	The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of September 30, 2019 was 2.02%.

(3)	Position or portion thereof unsettled as of September 30, 2019.

(4)	Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. See Note 8 “Commitments and Contingencies”.

(5)	The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of September 30, 2019 was 2.06%.

(6)	The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of September 30, 2019 was 2.07%.

(7)	The negative cost, if applicable, is the result of the capitalized discount or unfunded commitment being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount or unfunded commitment on the loan.

(8)	The interest rate on these loans is subject to the greater of a LIBOR floor or 1 week LIBOR plus a base rate. The 1 week LIBOR as of September 30, 2019 was 1.91%.

Below is selected balance sheet information for the Senior Loan Fund as of September 30, 2019:


	As of September 30, 2019 (Unaudited)
Selected Balance Sheet Information:
Total investments, at fair value	$	283,069,106
Cash		7,892,000
Other assets		13,765,525

Total assets	$	304,726,631


Debt	$	211,764,271
Other liabilities		26,296,781

Total liabilities	$	238,061,052

Members’ equity		66,665,579

Total liabilities and members’ equity	$	304,726,631

Below is selected statements of operations information for the Senior Loan Fund for the three and nine months ended September 30, 2019:


	For the three months ended September 30, 2019		For the nine months ended September 30, 2019
Selected Statements of Operations Information:
Total investment income	$	3,748,721	$	5,915,971

Expenses
Interest and other debt financing costs		1,858,722		2,696,444
Professional fees		13,902		118,902
Other general and administrative expenses		81,154		178,255

Total expenses		1,953,778		2,993,601

Net investment income (loss)		1,794,943		2,922,370

Net realized gain (loss) on investments		42,305		85,913
Net change in unrealized appreciation (depreciation) on investments		53,431		(1,442,704	)

Net increase (decrease) in members’ equity	$	1,890,679	$	1,565,579

Note 5. Fair Value of Financial Instruments

Investments

The following table presents fair value measurements of investments as of September 30, 2019:


Fair Value Hierarchy
	Level 1		Level 2		Level 3		Total
Senior Secured First Lien	$	—	$	109,616,453	$	435,586,123	$	545,202,576
Senior Secured Second Lien		—		14,086,802		47,616,784		61,703,586
Unsecured Debt		—		—		7,403,047		7,403,047
Preferred Stock		—		—		3,815,944		3,815,944
Common Stock and Other		—		—		15,122,943		15,122,943
Subtotal	$	—	$	123,703,255	$	509,544,841	$	633,248,096
Investments Measured at NAV⁽¹⁾								59,034,650
Total Investments							$	692,282,746

(1) In accordance with ASC 820-10, certain investments that are measured using the net asset value per shares (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. These investments are generally not redeemable. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

The following table presents fair value measurements of investments as of December 31, 2018:


Fair Value Hierarchy
	Level 1		Level 2		Level 3		Total
Senior Secured First Lien	$	—	$	62,191,471	$	317,104,715	$	379,296,186
Senior Secured Second Lien		—		21,940,428		53,857,218		75,797,646
Unsecured Debt		—		—		7,262,841		7,262,841
Preferred Stock		—		—		2,270,352		2,270,352
Common Stock and Other		—		—		11,536,391		11,536,391
Subtotal	$	—	$	84,131,899	$	392,031,517	$	476,163,416
Investments Measured at NAV⁽¹⁾								17,178,308
Total							$	493,341,724

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the nine months ended September 30, 2019, based off of the fair value hierarchy at September 30, 2019:


	Senior			Senior
	Secured			Secured			Unsecured			Preferred		Common
	First Lien			Second Lien			Debt			Stock		Stock			Total
Balance as of January 1, 2019	$	317,104,715		$	53,857,218		$	7,262,841		$	2,270,352	$	11,536,391		$	392,031,517
Amortized discounts/premiums		1,715,528			211,946			24,392			-		-			1,951,866
Paid in-kind interest		360,342			-			88,147			-		-			448,489
Net realized gain (loss)		(601,536	)		-			-			-		96,449			(505,087	)
Net change in unrealized appreciation (depreciation)		1,840,667			(5,668,038	)		27,667			222,098		2,540,505			(1,037,101	)
Purchases		204,861,465			2,425,001			-			1,323,494		1,149,234			209,759,194
Sales/return of capital/principal repayments/paydowns		(71,572,322	)		(3,209,343	)		-			-		(199,636	)		(74,981,301	)
Transfers in		-			-			-			-		-			-
Transfers out		(18,122,736	)		-			-			-		-			(18,122,736	)

Balance as of September 30, 2019	$	435,586,123		$	47,616,784		$	7,403,047		$	3,815,944	$	15,122,943		$	509,544,841


Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2019	$	2,206,473		$	(6,926,004	)	$	(282,350	)	$	222,098	$	2,571,395		$	(2,208,388	)

During the nine months ended September 30, 2019, the Company recorded $18,122,736 in transfers from Level 3 to Level 2 and $0 in transfers from Level 2 to Level 3 due to an increase and a decrease in observable inputs in market data.

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the nine months ended September 30, 2018, based off of the fair value hierarchy at September 30, 2018:


	Senior			Senior
	Secured			Secured			Unsecured			Preferred		Common
	First Lien			Second Lien			Debt			Stock		Stock			Total
Balance as of January 1, 2018	$	153,914,784		$	46,631,702		$	5,641,565		$	2,011,108	$	7,923,331		$	216,122,490
Amortized discounts/premiums		795,904			243,015			16,164			-		-			1,055,083
Paid in-kind interest		133,635			-			76,807			-		-			210,442
Net realized gain (loss)		(85,063	)		(6,245	)		-			-		-			(91,308	)
Net change in unrealized appreciation (depreciation)		1,043,369			(1,929,108	)		(31,533	)		191,951		(98,296	)		(823,617	)
Purchases		162,306,959			14,933,301			1,536,985			-		1,902,252			180,679,497
Sales/return of capital/principal repayments/paydowns		(51,508,793	)		(15,652,247	)		-			-		-			(67,161,040	)
Transfers in		16,479,157			11,487,981			-			-		-			27,967,138
Transfers out		-			-			-			-		-			-

Balance as of September 30, 2018	$	283,079,952		$	55,708,399		$	7,239,988		$	2,203,059	$	9,727,287		$	357,958,685


Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2018	$	1,899,971		$	(1,837,606	)	$	(31,533	)	$	191,951	$	(98,296	)	$	124,487

During the nine months ended September 30, 2018, the Company recorded $0 in transfers from Level 3 to Level 2 and $27,967,138 in transfers from Level 2 to Level 3 due to an increase and a decrease in observable inputs in market data.

The following tables present the fair value of Level 3 investments and the ranges of significant unobservable inputs used to value the Company’s Level 3 investments as of September 30, 2019 and December 31, 2018. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. For example, the highest market yield presented in the table for senior secured first lien investments is appropriate for valuing a specific investment but may not be appropriate for valuing any other investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 investments.


Quantitative information about Level 3 Fair Value Measurements

	Fair value as of September 30, 2019	Valuation Techniques	Unobservable Input	Range (Weighted Average)

Senior Secured First Lien	$340,998,698	Discounted Cash Flows	Discount Rate	6.1%-12.4%(7.7%)

	$7,369,267	Enterprise Value	Comparable EBITDA Multiple	9.6x

	$87,218,158	Broker Quoted	Broker Quote	N/A

Senior Secured Second Lien	$39,196,534	Discounted Cash Flows	Discount Rate	9.2%-17.7%(11.0%)

	$8,420,250	Enterprise Value	Comparable EBITDA Multiple	10.6x-10.8x(10.7x)

Unsecured Debt	$7,403,047	Discounted Cash Flows	Discount Rate	11.0%-15.1%(11.5%)

Preferred Stock	$3,815,944	Market Multiple	Comparable EBITDA Multiple	12.6x-18.2x(16.4x)

Common Stock	$15,122,943	Market Multiple	Comparable EBITDA Multiple	7.6x-18.2x(13.1x)

Quantitative information about Level 3 Fair Value Measurements
	Fair value as of December 31, 2018	Valuation Techniques	Unobservable Input	Range (Weighted Average)

Senior Secured First Lien	$237,842,174	Discounted Cash Flows	Discount Rate	6.8%-11.8%(8.4%)

	$6,299,473	Enterprise Value	Comparable EBITDA Multiple	9.1x

	$73,111,885	Broker Quoted	Broker Quote	N/A

Senior Secured Second Lien	$53,857,218	Discounted Cash Flows	Discount Rate	7.2%-28.6%(13.8%)

Unsecured Debt	$7,262,841	Discounted Cash Flows	Discount Rate	11.0%-16.8%(11.6%)

Preferred Stock	$2,270,352	Market Multiple	Comparable EBITDA Multiple	15.0x

Common Stock	$11,536,391	Market Multiple	Comparable EBITDA Multiple	7.2x-15.1x(12.4x)

As noted above, the discounted cash flows and market multiple approaches were used in the determination of fair value of certain Level 3 assets as of September 30, 2019 and December 31, 2018. The significant unobservable inputs used in the discounted cash flow approach is the discount rate used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate would result in a decrease in the fair value. Included in the consideration and selection of discount rates is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market multiple approach are the multiples of similar companies’ earnings before income taxes, depreciation and amortization (“EBITDA”) and comparable market transactions. Increases or decreases in market EBITDA multiples would result in an increase or decrease in the fair value.

Financial Instruments Not Carried at Fair Value

Debt

The carrying value of the Company’s debt, as of September 30, 2019 and December 31, 2018, approximates its fair value as the debt, issued at market terms, includes variable interest rates, as discussed in Note 6.

Note 6. Debt

Debt consisted of the following as of September 30, 2019 and December 31, 2018:


	September 30, 2019
	Aggregate Principal		Drawn		Amount		Carrying
($ in millions)	Amount Committed		Amount⁽⁴⁾		Available⁽¹⁾		Value
SPV Asset Facility	$	250.0	$	239.0	$	11.0	$	239.0
Corporate Revolving Facility		200.0		84.2		115.8		84.2

Total Debt	$	450.0	$	323.2	$	126.8	$	323.2


	December 31, 2018
	Aggregate Principal		Drawn		Amount		Carrying
($ in millions)	Amount Committed		Amount⁽⁴⁾		Available⁽¹⁾		Value⁽²⁾
SPV Asset Facility	$	175.0	$	159.6	$	15.4	$	159.6
Revolving Credit Facility II^(3)(5)(6)		85.0		78.3		7.2		77.8

Total Debt	$	260.0	$	237.9	$	22.6	$	237.4

(1)	The amount available is subject to any limitations related to the respective debt facilities’ borrowing bases and foreign currency translation adjustments.

(2)	The difference between the drawn amount and the carrying value is attributable to the effect of foreign currency rates as of the balance sheet dates versus foreign currency rates at the time of the respective non-USD borrowings. Carrying value excludes unamortized deferred financing costs.

(3)	The Company had outstanding debt denominated in Pound Sterling (GBP) of 2.5 million on its Revolving Credit Facility II.

(4)	For borrowings in non-USD, the drawn amount represents the USD equivalent at the time of borrowing (i.e. cost).

(5)	Total drawn amount payable after the effect of foreign currency translation as of December 31, 2018, was $77,751,742.

(6)	The Company had outstanding debt denominated in (EUR) of 1.8 million on its Revolving Credit Facility II.

As of September 30, 2019 and December 31, 2018, the Company was in compliance with the terms and covenants of its debt arrangements.

SPV Asset Facility

On March 28, 2016 CCAP SPV entered into a loan and security agreement (the “SPV Asset Facility”) with the Company as the collateral manager, seller and equityholder, CCAP SPV as the borrower, the banks and other financial institutions from time to time party thereto as lenders, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, collateral agent, and lender. The SPV Asset Facility is effective as of March 28, 2016. On February 8, 2017, the Company amended the SPV Asset Facility increasing the facility limit from $75 million to $125 million. On September 28, 2018, the Company further amended the SPV Asset Facility increasing the facility limit from $125 million to $175 million and extending the maturity date to September 28, 2023. On April 9, 2019 the Company further amended the SPV Asset Facility increasing the Facility limit from $175 million to $250 million.

The maximum commitment amount under the SPV Asset Facility is $250 million, and may be increased with the consent of Wells Fargo or reduced upon request of the Company. Proceeds of the advances under the SPV Asset Facility may be used to acquire portfolio investments, to make distributions to the Company in accordance with the SPV Asset Facility, and to pay related expenses. The maturity date is the earlier of: (a) the date the Borrower voluntarily reduces the commitments to zero, (b) the Facility Maturity Date (September 28, 2023) and (c) the date upon which Wells Fargo declares the obligations due and payable after the occurrence of an Event of Default. Borrowings under the SPV Asset Facility bear interest at London Interbank Offered Rate (“LIBOR”) plus a margin with no LIBOR floor. The Company pays unused facility fees of 0.50% per annum on committed but undrawn amounts under the SPV Asset Facility. The SPV Asset Facility includes customary covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

Also on March 28, 2016, the Company, as Seller, and CCAP SPV, as Purchaser, entered into a loan sale agreement whereby the Company will sell certain assets to CCAP SPV. CCAP SPV will be consolidated into the Company’s financial statements and no gain or loss is expected to result from the sale of assets to CCAP SPV. The Company retains a residual interest in assets contributed to or acquired by CCAP SPV through its 100% ownership of CCAP SPV. The facility size is subject to availability under the borrowing base, which is based on the amount of CCAP SPV’s assets from time to time, and satisfaction of certain conditions, including an asset coverage test and certain concentration limits.

Costs incurred in connection with obtaining the SPV Asset Facility have been recorded as deferred financing costs and are being amortized over the life of the SPV Asset Facility on an effective yield basis. As of September 30, 2019 and December 31, 2018, deferred financing costs related to the SPV Asset Facility were $1,707,039 and $1,636,402, respectively, and were included in debt on the Consolidated Statements of Assets and Liabilities.

Corporate Revolving Facility

On August 20, 2019, the Company entered into the “Corporate Revolving Facility” with Ally Bank (“Ally”), as Administrative Agent and Arranger. Proceeds of the advances under the Revolving Credit Agreement may be used to acquire portfolio investments, to make distributions to the Company in accordance with the Revolving Credit Agreement and to pay related expenses. The maximum principal amount of the Corporate Revolving Facility is $200 million, subject to availability under the borrowing base.

Borrowings under the Corporate Revolving Facility bear interest at LIBOR plus a margin. The Company pays unused facility fees of 0.50% per annum on committed but undrawn amounts under the Corporate Revolving Facility. Interest is payable monthly in arrears. Any amounts borrowed under the Corporate Revolving Facility, and all accrued and unpaid interest, will be due and payable, on August 20, 2024.

Costs incurred in connection with obtaining the SPV Asset Facility have been recorded as deferred financing costs and are being amortized over the life of the Corporate Revolving Facility on an effective yield basis. As of September 30, 2019 and December 31, 2018, deferred financing costs related to the Corporate Revolving Facility were $2,047,970 and $0, respectively, and were included in debt on the Consolidated Statements of Assets and Liabilities.

Revolving Credit Facility II

On June 29, 2017, the Company entered into the “Revolving Credit Facility II” with Capital One, National Association (“CONA”), as Administrative Agent, Lead Arranger, Managing Agent and Committed Lender. Proceeds from the Revolving Credit Facility II may be used for investment activities, expenses, working capital requirements and general corporate purposes. The Company’s obligations to the Committed Lender are secured by a first priority security interest in the unused capital commitments (See Note 8. Commitments, Contingencies and Indemnifications) and certain investments and cash held by the Company. The Revolving Credit Facility II contains certain covenants, including, but not limited to maintaining an asset coverage ratio of total assets to total borrowings of at least 2 to 1. The maximum principal amount of the Revolving Credit Facility II is $85 million, subject to availability under the borrowing base.

Borrowings under the Revolving Credit Facility II bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin with no LIBOR floor. The Company may elect either the LIBOR or prime rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company pays unused facility fees of 0.20% per annum on committed but undrawn amounts under the Revolving Credit Facility II. Interest is payable monthly in arrears. On June 28, 2018, the Company amended the Revolving Credit Facility II increasing the facility limit from $75 million to $85 million and extending the maturity date to June 29, 2019. On June 13, 2019, the Company further amended the Revolving Credit Facility II by extending the maturity date to September 29, 2019. The Company paid down in full and terminated the Revolving Credit Facility II on August 20, 2019.

Costs incurred in connection with obtaining the Revolving Credit Facility II have been recorded as deferred financing costs and are being amortized over the life of the Revolving Credit Facility II on an effective yield basis. As of September 30, 2019 and December 31, 2018, deferred financing costs related to the Revolving Credit Facility II were $0 and $58,791, respectively, and were included in debt on the Consolidated Statements of Assets and Liabilities.

The summary information regarding the SPV Asset Facility, Corporate Revolving Facility, and the Revolving Credit Facility II for the three and nine months ended September 30, 2019 and 2018 were as follows:


	For the three months ended September 30,						For the nine months ended September 30,
	2019			2018			2019			2018
Borrowing interest expense	$	3,187,485		$	1,958,201		$	8,653,822		$	5,065,592
Unused facility fees		59,619			24,401			161,472			133,117
Amortization of upfront commitment fees		254,700			161,944			642,921			477,338
Amortization of deferred financing costs		21,937			30,656			47,764			107,323

Total interest and credit facility expenses	$	3,523,741		$	2,175,202		$	9,505,979		$	5,783,370

Weighted average interest rate		4.34	%		4.08	%		4.46	%		3.99	%
Weighted average outstanding balance	$	291,527,885		$	190,528,564		$	259,586,871		$	169,851,030

Note 7. Derivatives

The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.

In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty, if any, is included in the Consolidated Statement of Assets and Liabilities as due to/due from broker. There has been no cash collateral received or paid from the counterparty. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that they believe to be of good standing and by monitoring the financial stability of those counterparties.

For the nine months ended September 30, 2019, the Company’s average USD notional exposure to foreign currency forward contracts was $21,866,295. The Company did not hold any derivative instruments prior to December 7, 2018.

The following table sets forth the Company’s net exposure to foreign currency forward contracts that are subject to ISDA Master Agreements or similar agreements as of September 30, 2019 and December 31, 2018.

As of September 30, 2019:


	Gross Amount		Gross Amount		Net Amount of Assets
	of Assets on		of (Liabilities) on		or (Liabilities)
	the Consolidated		the Consolidated		Presented on the
	Statements of		Statements of		Consolidated		Collateral
	Assets and		Assets and		Statements of		(Received)		Net
Counterparty	Liabilities		Liabilities		Assets and Liabilities		Pledged ⁽¹⁾		Amounts⁽²⁾
Wells Fargo Bank, N.A.	$	1,504,258	$	—	$	1,504,258	$	—	$	1,504,258

Total	$	1,504,258	$	—	$	1,504,258	$	—	$	1,504,258


As of December 31, 2018:

	Gross Amount		Gross Amount		Net Amount of Assets
	of Assets on		of (Liabilities) on		or (Liabilities)
	the Consolidated		the Consolidated		Presented on the
	Statements of		Statements of		Consolidated		Collateral
	Assets and		Assets and		Statements of		(Received)		Net
Counterparty	Liabilities		Liabilities		Assets and Liabilities		Pledged ⁽¹⁾		Amounts⁽²⁾
Wells Fargo Bank, N.A.	$	17,406	$	—	$	17,406	$	—	$	17,406

Total	$	17,406	$	—	$	17,406	$	—	$	17,406

(1)	Amount excludes excess cash collateral paid.

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

The effect of transactions in derivative instruments to the Consolidated Statements of Operations for the three and nine months ended September 30, 2019 was as follows:


	For the three months ended September 30, 2019		For the nine months ended September 30, 2019
Net realized gain (loss) on foreign currency forward contracts	$	—	$	—
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts		1,204,871		1,486,852

Total net realized and unrealized gains (losses) on foreign currency forward contracts	$	1,204,871	$	1,486,852

The Company did not hold any derivative instruments during the nine months ended September 30, 2018.

Note 8. Commitments, Contingencies and Indemnifications

The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of September 30, 2019 and December 31, 2018, the Company had unfunded commitments denominated in USD totaling $66,844,015 and $50,145,587, respectively, under loan and financing agreements. The Company had outstanding unfunded commitments denominated in GBP totaling £3,932,584 and £4,183,722 at September 30, 2019 and December 31, 2018, respectively. The Company also had outstanding unfunded commitments denominated in EUR total €1,867,515 and €0 at September 30, 2019 and December 31, 2018, respectively.

Other Commitments and Contingencies

As of September 30, 2019, the Company had $423.6 million in total capital commitments from investors. Of this amount, $10.0 million was from Crescent Capital Group LP (“CCG LP”) and its affiliates. The remaining unfunded capital commitments totaled $36.6 million as of September 30, 2019.

Up to June 25, 2015, the Company’s efforts had been limited to organizational activities, the cost of which has been borne by the Advisor. The Company has agreed to repay the Advisor for initial organization costs and equity offering costs incurred prior to the commencement of its operations up to a maximum of $1.5 million on a pro rata basis over the first $350 million of invested capital not to exceed 3 years from the initial capital commitment. The Advisor incurred costs on behalf of the Company of $794,450 of equity offering costs and $567,895 of organization costs through Commencement. For the nine months ended September 30, 2019, the Advisor allocated to the Company $190,668 of equity offering costs and $136,295 of organization costs, of which $108,988 was included in Due to Advisor on the Consolidated Statements of Assets and Liabilities at September 30, 2019. Since June 26, 2015 (Commencement) through September 30, 2019, the Advisor has allocated to the Company $794,450 of equity offering costs and $567,895 of organization costs.

In the normal course of business, the Company enters into contracts which provide a variety of representations and warranties, and that provide general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.

Note 9. Stockholders’ Equity

Since commencement, the Company has entered into subscription agreements (collectively, the “Subscription Agreements”) with several investors, including CCG LP and its affiliates, providing for the private placement of the Company’s common stock. Under the terms of the Subscription Agreements, investors are required to fund capital drawdowns to purchase the Company’s common stock up to the amount of their respective capital commitments on an as-needed basis as determined by the Company with a minimum of 10 business days’ prior notice. The remaining unfunded capital commitments related to these Subscription Agreements totaled $36.6 million and $139.6 million as of September 30, 2019 and December 31, 2018, respectively.

The following table summarizes the total shares issued and amount received related to capital drawdowns delivered pursuant to the Subscription Agreements during the nine months ended September 30, 2019 and 2018:


	For the nine months ended September 30, 2019
Quarter Ended	Shares		Amount
September 30, 2019		3,284,155	$	65,000,000
June 30, 2019		1,524,312		30,000,000
March 31, 2019		1,330,128		26,000,000

Total Capital Drawdowns		6,138,595	$	121,000,000


	For the nine months ended September 30, 2018
Quarter Ended	Shares		Amount
September 30, 2018		1,249,626	$	25,000,000
June 30, 2018		991,916		20,000,000
March 31, 2018		741,876		15,000,000

Total Capital Drawdowns		2,983,418	$	60,000,000

Prior to the listing of the Company’s shares on an exchange, stockholders who “opt in” to the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions. The number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the cash dividend or distribution payable to a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board preceding the date such dividend was declared.

The Company has authorized 200,000,000 shares of its common stock with a par value of $0.001 per share. The Company has authorized 10,000 shares of its preferred stock with a par value of $0.001 per share. Shares of preferred stock have not been issued. On February 5, 2015, the Company issued 1,000 common shares to CCG LP. On April 15, 2015, CCG LP contributed $499,000 of additional paid-in-capital to the Company. On June 29, 2015, CCG LP exchanged its 1,000 shares issued on February 5, 2015 for 25,000 common shares, which were subsequently redeemed on June 30, 2015.

At September 30, 2019 and December 31, 2018, CCG LP and its affiliates owned 2.35% and 2.50%, respectively, of the outstanding common shares of the Company.

For the nine months ended September 30, 2019, distributions made by the Company are as follows:


Quarter Ended	Total Amount		Per Share Amount
September 30, 2019	$	8,015,361	$	0.41
June 30, 2019	$	6,660,776	$	0.41
March 31, 2019	$	6,028,462	$	0.41

For the nine months ended September 30, 2018, distributions made by the Company are as follows:


Quarter Ended	Total Amount		Per Share Amount
September 30, 2018	$	4,464,639	$	0.38
June 30, 2018	$	3,876,874	$	0.37
March 31, 2018	$	3,035,614	$	0.32

Note 10. Earnings Per Share

In accordance with the provisions of ASC Topic 260 – Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of September 30, 2019 and December 31, 2018, there are no dilutive shares.

The following table sets forth the computation of the weighted average basic and diluted net increase in net assets per share from operations for the following periods:


	For the three months ended September 30,				For the nine months ended September 30,
	2019		2018		2019		2018
Net increase (decrease) in net assets resulting from operations	$	2,727,730	$	4,804,187	$	20,100,754	$	9,921,121
Weighted average common shares outstanding		18,810,099		11,394,307		16,341,911		10,043,636
Net increase (decrease) in net assets resulting from operations per common share-basic and diluted	$	0.15	$	0.42	$	1.23	$	0.99

Note 11. Income Taxes

As of September 30, 2019, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes was:


Tax cost	$	702,900,401


Gross unrealized appreciation	$	13,413,279
Gross unrealized depreciation		(24,030,934	)

Net unrealized investment depreciation	$	(10,617,655	)

As of December 31, 2018, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes was:


Tax cost	$	501,196,978


Gross unrealized appreciation	$	8,332,193
Gross unrealized depreciation		(16,187,447	)

Net unrealized investment depreciation	$	(7,855,254	)

Note 12. Financial Highlights

Below is the schedule of financial highlights of the Company for the nine months ended September 30, 2019 and 2018, relating to the common shares issued through September 30, 2019 pursuant to the Subscription Agreements:


	For the nine months ended September 30, 2019			For the nine months ended September 30, 2018
Per Share Data:⁽¹⁾
Net asset value, beginning of period	$	19.43		$	20.10

Net investment income after tax		1.43			1.17
Net realized and unrealized gains (losses) on investments⁽²⁾		(0.14	)		(0.20	)

Net increase (decrease) in net assets resulting from operations		1.29			0.97


Distributions declared from net investment income⁽³⁾		(1.23	)		(1.08	)
Offering costs		(0.01	)		(0.02	)

Total increase (decrease) in net assets		0.05			(0.13	)


Net asset value, end of period	$	19.48		$	19.97
Shares outstanding, end of period		19,549,661			11,599,480
Weighted average shares outstanding		16,341,911			10,043,636
Total return⁽⁴⁾⁽⁵⁾		8.79	%		6.32	%

Ratio/Supplemental Data:
Net assets, end of period	$	380,823,180		$	231,588,668
Ratio of total expenses to average net assets⁽⁶⁾⁽⁷⁾		6.63	%		7.39	%
Ratio of expenses (without incentive fees and interest and other debt expenses) to average net assets⁽⁶⁾		2.54	%		3.13	%
Ratio of net investment income to average net assets⁽⁶⁾		10.10	%		7.93	%
Ratio of interest and credit facility expenses to average net assets⁽⁵⁾		4.10	%		3.89	%
Ratio of incentive fees to average net assets⁽⁵⁾		1.51	%		0.37	%
Ratio of portfolio turnover to average investments at fair value⁽⁸⁾		16.80	%		21.92	%
Asset coverage ratio⁽⁹⁾		2.17			2.12

⁽¹⁾	Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate.

⁽²⁾	The amount shown does not correspond with the aggregate realized and unrealized gains (losses) on investment transactions for the period as it includes the effect of the timing of equity issuances.

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

⁽⁴⁾	Total return based on net asset value is calculated as the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share.

⁽⁵⁾	Annualized.

⁽⁶⁾	Annualized except for organization expenses.

⁽⁷⁾

The ratio of total expenses to average net assets in the table above reflects the Advisor’s voluntary waivers of its right to receive a portion of the management fees and income incentive fees with respect to the Company’s ownership in GACP II. Excluding the effects of waivers, the ratio of total expenses to average net assets would have been 6.68% for the nine months ended September 30, 2019. The GACP II investment was made after September 30, 2018, and as such, the ratio for September 30, 2018 is not affected.

⁽⁸⁾	Not annualized.

⁽⁹⁾	Asset coverage ratio is equal to (i) the sum of (A) net assets at end of period and (B) total debt outstanding at end of period, divided by (ii) total debt outstanding at the end of the period.

Note 13. Alcentra Capital Acquisition

On August 12, 2019, the Company entered into an Agreement and Plan of Merger (as amended on September 27, 2019, the “Merger Agreement”) to acquire Alcentra Capital Corporation (“Alcentra Capital”) in a cash and stock transaction (the “Alcentra Acquisition”). The boards of directors of both companies have each unanimously approved the Alcentra Acquisition.

Upon the completion of the Alcentra Acquisition, each share of Alcentra Capital common stock issued and outstanding immediately prior to the effective time of the Alcentra Acquisition will be converted into the right to receive from the Company, in accordance with the Merger Agreement, (a) approximately $1.50 per share in cash consideration (less certain special dividends (including tax dividends) expected to be declared by Alcentra Capital after the date of the Merger Agreement), and (b) stock consideration at the fixed exchange ratio of 0.4041 shares, par value $0.001 per share, of the Company’s common stock (the “Exchange Ratio”) (and, if applicable, cash in lieu of fractional shares of the Company’s common stock). The Exchange Ratio was fixed on the date of the Merger Agreement, and is not subject to adjustment based on changes in the trading price of Alcentra Capital’s common stock before the closing of the Alcentra Acquisition. Based on the number of shares of Alcentra Capital common stock outstanding on the date of the Merger Agreement, the above would result in approximately 5.2 million of the Company’s shares being exchanged for approximately 12.9 million outstanding shares of Alcentra Capital common stock, subject to adjustment in certain limited circumstances.

Additionally, on August 12, 2019, the Company entered into an agreement with the Advisor (the “Transaction Support Agreement”) in connection with the Alcentra Acquisition. Under the terms of the Transaction Support Agreement, the Advisor will (a) provide $21.6 million of cash consideration, or approximately $1.68 per share of Alcentra Capital common stock, payable to Alcentra Capital stockholders in accordance with the terms and conditions set forth in the Merger Agreement at closing, (b) enter into an amendment to our Investment Advisory Agreement to (i) reduce the management fee from 1.5% to 1.25%, (ii) increase the incentive fee hurdle from 6% to 7% annualized, (iii) waive a portion of the management fee for the six quarters after the transaction so that only 0.75% shall be charged for such time period, and (iv) waive the income based portion of the incentive fee for the six quarters after the transaction and (c) fund up to $1.4 million of expenses that the Company incurs in connection with completing the Alcentra Acquisition. The financial support contemplated by the Transaction Support Agreement is conditioned upon completion of the Alcentra Acquisition, which is subject to the closing conditions described above.

The Company has incurred $1.1 million of transaction expenses in connection with the proposed merger. Transaction expenses are being capitalized and are included in prepaid expenses and other assets on the Consolidated Statements of Assets and Liabilities.

Note 14. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There has been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of September 30, 2019 and for the nine months ended September 30, 2019.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this section should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 1 of this Quarterly Report on Form 10-Q. In this report, “we,” “us,” “our” and “Company” refer to Crescent Capital BDC, Inc. and its consolidated subsidiaries.

OVERVIEW

We are a specialty finance company focused on lending to middle-market companies and were incorporated under the laws of the State of Delaware on February 5, 2015 (“Inception”). We have elected to be treated 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 as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As such, 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 taxable income and tax-exempt interest.

The Company’s primary investment objective is to maximize the total return to the Company’s stockholders in the form of current income and capital appreciation through debt and related equity investments. The Company seeks to achieve its investment objectives by investing primarily in secured debt (including senior secured first-lien, unitranche and senior secured second-lien debt) and unsecured debt (including senior unsecured, mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market companies. We may purchase interests in loans or make debt investments, either (i) directly from its target companies as primary market or private credit investments (i.e., private credit transactions), or (ii) primary or secondary market bank loan or high yield transactions in the broadly syndicated “over-the-counter” market (i.e., broadly syndicated loans and bonds). Although our focus is to invest in less liquid private credit transactions, broadly syndicated loans and bonds are generally more liquid than and complement our private credit transactions.

“Unitranche” loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority among different lenders in the unitranche loan. In certain instances, the Company may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last out” portion that the Company would continue to hold. In exchange for the greater risk of loss, the “last out” portion earns a higher interest rate. The term “mezzanine” refers to an investment in a company that, among other factors, includes debt that generally ranks senior to a borrower’s equity securities and junior in right of payment to such borrower’s other indebtedness. The Company may make multiple investments in the same portfolio company. From Inception through June 25, 2015, the Company devoted substantially all of its efforts to establishing the business and raising capital commitments from private investors. On June 26, 2015, the Company entered into subscription agreements with several investors, including Crescent Capital Group LP and its affiliates (“CCG LP”), providing for the private placement of the Company’s common stock. The Company commenced investment operations on June 26, 2015 (“Commencement”).

Pending Alcentra Capital Acquisition

On August 12, 2019, we entered into an Agreement and Plan of Merger (as amended on September 27, 2019, the “Merger Agreement”) to acquire Alcentra Capital Corporation (“Alcentra Capital”) in a cash and stock transaction (the “Alcentra Acquisition”). The boards of directors of both companies have each unanimously approved the Alcentra Acquisition.

Upon the completion of the Alcentra Acquisition, each share of Alcentra Capital common stock issued and outstanding immediately prior to the effective time of the Alcentra Acquisition will be converted into the right to receive from us, in accordance with the Merger Agreement, (a) approximately $1.50 per share in cash consideration (less certain special dividends (including tax dividends) expected to be declared by Alcentra Capital after the date of the Merger Agreement), and (b) stock consideration at the fixed exchange ratio of 0.4041 shares, par value $0.001 per share, of our common stock (the “Exchange Ratio”) (and, if applicable, cash in lieu of fractional shares of the Company’s common stock). The Exchange Ratio was fixed on the date of the Merger Agreement, and is not subject to adjustment based on changes in the trading price of Alcentra Capital’s common stock before the closing of the Alcentra Acquisition. Based on the number of shares of Alcentra Capital common stock outstanding on the date of the Merger Agreement, the above would result in approximately 5.2 million of the our shares of common stock being exchanged for approximately 12.9 million outstanding shares of Alcentra Capital common stock, subject to adjustment in certain limited circumstances.

Additionally, in accordance with the Merger Agreement, each share of Alcentra Capital common stock issued and outstanding immediately prior to the effective time of the Alcentra Acquisition will have the right to receive approximately $1.68 per share in cash from the Advisor, acting solely on its own behalf (see Transaction Support Agreement discussed below).

The Merger Agreement contains (a) customary representations and warranties of Alcentra Capital and us, including representations and warranties relating to, among others: corporate organization, capitalization, corporate authority and absence of conflicts, third party and governmental consents and approvals, reports and regulatory matters, financial statements, compliance with law and legal proceedings, absence of certain changes, taxes, intellectual property, insurance and certain contracts, (b) limited representations and warranties from our investment adviser, including representations and warranties relating to, among others: corporate organization, capitalization, corporate authority, absence of conflicts and regulatory matters, and (c) covenants of Alcentra Capital and us to not to take certain actions during this interim period.

Among other things, Alcentra Capital has agreed to, and will cause its subsidiaries, Alcentra Capital’s external investment adviser, and Alcentra Capital’s controlled representatives, and will instruct and use commercially reasonable efforts to cause its non-controlled representatives, to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any third party relating to any Competing Proposal (as defined in the Merger Agreement) or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Competing Proposal, and not to initiate, solicit or knowingly encourage the making of any Competing Proposal or engage in negotiations or substantive discussions with, or provide information to, any third party relating to a Competing Proposal.

However, if Alcentra Capital receives a Competing Proposal from a third party, and the board of directors of Alcentra Capital determines in good faith after consultation with its financial advisors and outside legal counsel that (a) the Competing Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and (b) failure to consider such proposal would reasonably be expected to be inconsistent with the fiduciary duties of the directors under applicable law, then Alcentra Capital may engage in discussions and negotiations with such third party so long as certain notice and other procedural requirements are satisfied. Alcentra Capital may terminate the Merger Agreement and enter into an agreement with a third party who makes a Superior Proposal, subject to certain procedural requirements and the payment of an approximately $4.3 million termination fee.

The representations and warranties of each party set forth in the Merger Agreement (a) have been qualified by confidential disclosures made to the other party in connection with the Merger Agreement, (b) will not survive completion of the Alcentra Acquisition and cannot be the basis for any claims under the Merger Agreement by the other party after the Alcentra Acquisition is completed, (c) are qualified in certain circumstances by a materiality standard which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (e) may have been included in the Merger Agreement for the purpose of allocating risk between Alcentra Capital and us rather than establishing matters as facts.

The completion of the Alcentra Acquisition is subject to certain conditions, including, among others, Alcentra Capital stockholder approval, Company stockholder approval, required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) (early termination of the waiting period was granted on September 10, 2019), and other customary closing conditions. While there can be no assurances as to the exact timing, or that the Alcentra Acquisition will be completed at all, the Company expects to complete the Alcentra Acquisition as early as first quarter of 2020.

The Merger Agreement also contains certain other termination rights, including in favor of us if the requisite approval of Alcentra Capital’s stockholders is not obtained and in favor of each of Alcentra Capital and us if the Alcentra Acquisition is not completed on or before March 31, 2020. Upon termination of the Merger Agreement under certain specified circumstances, Alcentra Capital may be required to pay us a termination fee of approximately $4.3 million. The Merger Agreement also provides that each party to the Merger Agreement is entitled to specific performance in the event of any breach or to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement.

Additionally, on August 12, 2019, the Company entered into an agreement with the Advisor (the “Transaction Support Agreement”) in connection with the Alcentra Acquisition. Under the terms of the Transaction Support Agreement, our investment adviser will (a) provide $21.6 million of cash consideration, or approximately $1.68 per share of Alcentra Capital common stock, payable to Alcentra Capital stockholders in accordance with the terms and conditions set forth in the Merger Agreement at closing, (b) enter into an amendment to our Investment Advisory Agreement to (i) reduce the management fee from 1.5% to 1.25%, (ii) increase the incentive fee hurdle from 6% to 7% annualized, (iii) waive a portion of the management fee for the six quarters after the transaction so that only 0.75% shall be charged for such time period, and (iv) waive the income based portion of the incentive fee for the six quarters after the transaction, and (c) fund up to $1.4 million of expenses that the Company incurs in connection with completing the Alcentra Acquisition. The financial support contemplated by the Transaction Support Agreement is conditioned upon completion of the Alcentra Acquisition, which is subject to the closing conditions described above.

The Alcentra Acquisition is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the Alcentra Acquisition qualifies as a reorganization, then generally except to the extent that cash is received, for U.S. federal income tax purposes, no gain or loss will be recognized by Alcentra Capital’s stockholders upon the exchange of their Alcentra Capital common stock for shares of our common stock. To the extent that cash is received, it may be subject to taxation at generally long-term capital gain rates, provided certain holding period and other requirements are met. All stockholders are urged to consult with their tax advisors regarding the implications of the Alcentra Acquisition.

KEY COMPONENTS OF OPERATIONS

Investments

We expect our investment activity to vary substantially from period to period depending on many factors, including the general economic environment, the amount of capital we have available to us, the level of merger and acquisition activity for middle-market companies, including the amount of debt and equity capital available to such companies and the competitive environment for the type 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 must not invest in any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the investments are made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

The Investment Advisor

Our investment activities are managed by the Advisor, which will be responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Crescent Capital Group LP (“CCG LP”), pursuant to which CCG LP will provide the Advisor with experienced investment professionals (including the members of the Advisor’s investment committee) and access to the resources of CCG LP so as to enable the Advisor to fulfill its obligations under the Investment Advisory Agreement. Through the Resource Sharing Agreement, the Advisor intends to capitalize on the deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of CCG LP’s investment professionals.

In connection with the 2018 Annual Meeting of Stockholders, the Company received shareholder approval to extend the period during which capital may be called from stockholders (the “Commitment Period”). The Commitment Period was extended to the earlier of (i) that date of an initial public offering of the Company’s common stock that results in an unaffiliated public float of at least the lower of (i) $75 million and (ii) 15% of the aggregate capital commitments received by the Company prior to the date of such initial public offering (a “Qualified IPO”) and (ii) June 30, 2020. In exchange for the Commitment Period extension, the Advisor agreed to waive its rights under the Investment Advisory Agreement to the Income Incentive Fee for the period from April 1, 2018 through the earlier of (i) the date of a Qualified IPO or (ii) the dissolution and wind down of the Company.

Revenues

We generate revenue primarily in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable.

In addition, we may receive fees for services provided to portfolio companies by the Advisor under the Investment Advisory Agreement. The services that the Advisor provides vary by investment, but generally include syndication, structuring or diligence fees, and fees for providing managerial assistance to our portfolio companies. We also generate revenue in the form of commitment or origination fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts into income over the life of the loan. Fees for providing managerial assistance to our portfolio companies are generally non-recurring and are recognized as revenue when services are provided. In certain instances where the Company is invited to participate as a co-lender in a transaction and does not provide significant services in connection with the investment, all or a portion of any loan fees received by the Company in such situations will be deferred and amortized over the investment’s life using the effective yield method.

Expenses

Our primary operating expenses include the payment of Management fees and Incentive fees to the Advisor under the Investment Advisory Agreement, our allocable portion of overhead expenses under the administration agreement with our Administrator (the “Administration Agreement”), operating costs associated with our sub-administration, custodian and transfer agent agreements with State Street Bank and Trust Company (the “Sub-Administration Agreements”) and other operating costs described below. The Management and Incentive fees compensate our investment adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

•

allocated organization costs from the Advisor incurred prior to the commencement of our operations up to a maximum of $1.5 million;

•

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

•

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

•

direct costs, such as printing, mailing, long distance telephone and staff;

•

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

•

independent directors’ fees and expenses;

•

administration fees and expenses, if any, payable under the Administration Agreement (including payments based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, rent and the allocable portion of the cost of certain professional services provided to the Company, including but not limited to, our chief compliance officer, chief financial officer and their respective staffs);

•

U.S. federal, state and local taxes;

•

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

•

fees payable to third parties relating to making investments, including out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;

•

out-of-pocket fees and expenses associated with marketing efforts;

•

federal and state registration fees and any stock exchange listing fees;

•

brokerage commissions;

•

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

•

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

•

all other expenses reasonably incurred by us in connection with making investments and administering our business.

We have agreed to repay the Advisor for initial organization costs and equity offering costs incurred prior to the commencement of operations up to a maximum of $1.5 million on a pro rata basis over the first $350 million of invested capital not to exceed 3 years from the initial capital commitment. The Advisor has agreed to extend the reimbursement period for the initial organization costs and equity offering costs to June 30, 2019. The Advisor is responsible for organization and private equity offerings costs in excess of $1.5 million.

We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines. Incentive Fees and costs relating to future offerings of securities would be incremental.

Leverage

Our financing facilities allow us to borrow money and lever our investment portfolio, subject to the limitations of the 1940 Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we will only be permitted to borrow amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 2 to 1 after such borrowing. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. The amount of leverage that we employ will depend on our Advisor’s and our Board assessment of market conditions and other factors at the time of any proposed borrowing.

PORTFOLIO INVESTMENT ACTIVITY

We seek to create a broad and varied portfolio that generally includes senior secured first-lien, unitranche, senior secured second lien and subordinated loans and minority equity securities of U.S. middle market companies. The size of our individual investments will vary proportionately with the size of our capital base. We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities have speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity.

As of September 30, 2019 and December 31, 2018, our portfolio at fair value was comprised of the following:


	September 30, 2019				December 31, 2018
($ in millions)	Fair Value (1)		Percentage		Fair Value (1)		Percentage
Senior secured first-lien	$	359.5		51.9%	$	294.4		59.7%
Unitranche		185.8		26.8		84.9		17.2
Senior secured second-lien		61.7		8.9		75.8		15.3
Unsecured		7.4		1.1		7.2		1.5
Equity & Other		44.6		6.5		31.0		6.3
Senior Loan Fund		33.3		4.8		—		—

Total investments	$	692.3		100.0%	$	493.3		100.0%

(1)	Excludes unfunded commitments at fair value of $74.1 million and $55.4 million as of September 30, 2019 and December 31, 2018, respectively.

The following table shows the asset mix of our new investment commitments for the three and nine months ended September 30, 2019 and September 30, 2018:


	Three Months Ended September, 2019				Three Months Ended September 30, 2018
($ in millions)	Cost		Percentage		Cost		Percentage
Senior secured first-lien	$	31.8		28.2%	$	54.9		68.0%
Unitranche		79.2		70.1		23.5		29.0
Senior secured second-lien		—		—		2.2		2.7
Unsecured		—		—		—		—
Equity & Other		1.9		1.7		0.2		0.3
Senior Loan Fund		—		—		—		—

Total investment commitments	$	112.9		100.0%	$	80.8		100.0%


	Nine Months Ended September 30, 2019				Nine Months Ended September 30, 2018
($ in millions)	Cost		Percentage		Cost		Percentage
Senior secured first-lien	$	116.1		36.6%	$	139.0		59.5%
Unitranche		154.1		48.6		57.6		24.7
Senior secured second-lien		4.4		1.4		10.0		4.3
Unsecured		—		—		0.0		0.0
Equity & Other		2.5		0.8		26.9		11.5
Senior Loan Fund		40.0		12.6		—		—

Total investment commitments	$	317.1		100.0%	$	233.5		100.0%

For the three months ended September 30, 2019, we had principal repayments of $36.9 million. For this period, we had sales of securities in four portfolio companies aggregating approximately $1.6 million in net proceeds. For the three months ended September 30, 2019, we had a net of unfunded commitments portfolio increase of $75.0 million aggregate principal amount (amortized cost).

For the three months ended September 30, 2018, we had principal repayments of $25.5 million. For this period, we had no sales of securities. For the three months ended September 30, 2018, we had a net of unfunded commitments portfolio increase of $52.7 million aggregate principal amount (amortized cost).

For the nine months ended September 30, 2019, we had principal repayments of $92.7 million. For this period, we had sales of securities in ten portfolio companies aggregating approximately $4.4 million in net proceeds. For the nine months ended September 30, 2019, we had a net of unfunded commitments portfolio increase of $202.2 million aggregate principal amount (amortized cost).

For the nine months ended September 30, 2018, we had principal repayments of $78.0 million. For this period, we had sales of securities in five portfolio companies aggregating approximately $2.4 million in net proceeds. For the nine months ended September 30, 2018, we had a net of unfunded commitments portfolio increase of $132.5 million aggregate principal amount (amortized cost).

The following table presents certain selected information regarding our investment portfolio at fair value as of September 30, 2019 and December 31, 2018:


	September 30, 2019		December 31, 2018
Weighted average total yield to maturity of debt and income producing securities (at fair value)		8.5%		9.2%
Weighted average total yield to maturity of debt and income producing securities (at cost)		8.3%		9.0%
Weighted average interest rate of debt and income producing securities		7.7%		8.5%
Percentage of debt bearing a floating rate		97.7%		95.2%
Percentage of debt bearing a fixed rate		2.3%		4.8%
Number of portfolio companies		96		86

The following table shows the amortized cost of our performing and non-accrual debt and income producing investments as of September 30, 2019 and December 31, 2018.


	September 30, 2019				December 31, 2018
($ in millions)	Amortized Cost		Percentage		Amortized Cost		Percentage
Performing	$	606.7		96.6%	$	488.1		97.5%
Non-accrual		21.4		3.4		12.6		2.5

Total assets	$	628.1		100.0%	$	500.7		100.0%

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

As of September 30, 2019, the Company had two portfolio companies with four investment positions on non-accrual status, which represented 3.4% and 1.4% of the total debt investments at cost and fair value, respectively. As of December 31, 2018, the Company had one portfolio company with two investment positions on non-accrual status, which represented 2.5% and 1.4% of the total investments at cost and fair value, respectively.

The remaining debt investments were performing and current on their interest payments as of September 30, 2019 and December 31, 2018.

The Advisor monitors our portfolio companies on an ongoing basis. The Advisor monitors the financial trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action for each company. The Advisor has a number of methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•

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

•

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

•

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

•

comparisons to other companies in the industry; and

•

possible attendance at, and participation in, board meetings.

As part of the monitoring process, the Advisor regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk assessment may not be comparable to ones used by our competitors. Our assessment is based on the following categories:

1	Involves the least amount of risk in our portfolio. The investment/borrower is performing above expectations since investment, and the trends and risk factors are generally favorable, which may include the financial performance of the borrower or a potential exit.

2	Involves an acceptable level of risk that is similar to the risk at the time of investment. The investment/borrower is generally performing as expected, and the risk factors are neutral to favorable.

Involves an investment/borrower performing below expectations and indicates that the investment’s risk has increased somewhat since investment. The borrower’s loan payments are generally not past due and more likely than not the borrower will remain in compliance with debt covenants. An investment rating of 3 requires closer monitoring.

Involves an investment/borrower performing materially below expectations and indicates that the loan’s risk has increased materially since investment. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 180 days past due). Placing loans on non-accrual status should be considered for investments rated 4.

Involves an investment/borrower performing substantially below expectations and indicates that the loan’s risk has substantially increased since investment. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and the fair market value of the loan should be reduced to the anticipated recovery amount. Loans with an investment rating of 5 should be placed on non-accrual status.

The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of September 30, 2019 and December 31, 2018. Investment performance ratings are accurate only as of those dates and may change due to subsequent developments relating to a portfolio company’s business or financial condition, market conditions or developments, and other factors.


	September 30, 2019				December 31, 2018
Investment Performance Rating	Investments at Fair Value ($ in millions)		Percentage of Total Portfolio		Investments at Fair Value ($ in millions)		Percentage of Total Portfolio
1	$	8.5		1.2%	$	4.4		0.9%
2		624.3		90.2		441.1		89.4
3		51.0		7.4		40.9		8.3
4		6.6		0.9		6.9		1.4
5		1.9		0.3		—		—

Total	$	692.3		100.0%	$	493.3		100.0%

The remaining debt investments were performing and current on their interest payments as of September 30, 2019 and December 31, 2018.

RESULTS OF OPERATIONS

Operating results for the three and nine months ended September 30, 2019 and September 30, 2018, were as follows:


	For the three months ended September 30,						For the nine months ended September 30,
	2019			2018			2019			2018
Total investment income	$	14,835,807		$	8,723,747		$	38,809,893		$	22,785,680
Less: Total expenses		5,659,160			3,848,527			15,422,678			11,019,396

Net investment income before taxes	$	9,176,647		$	4,875,220		$	23,387,215		$	11,766,284
Income and excise taxes		8,417			880			14,096			7,701

Net investment income		9,168,230			4,874,340			23,373,119			11,758,583
Net realized gain (loss) on investments (1)		(24,255	)		32,697			(455,960	)		(181,462	)
Net unrealized appreciation (depreciation) on investments (1)		(7,595,553	)		(114,625	)		(3,797,979	)		(1,673,273	)
Net unrealized appreciation (depreciation) on foreign currency forward contracts		1,204,871			—			1,486,852			—
Benefit/(Provision) for taxes on unrealized appreciation (depreciation) on investments		(25,563	)		11,775			(505,278	)		17,274

Net increase in net assets resulting from operations	$	2,727,730		$	4,804,187		$	20,100,754		$	9,921,122

(1)	Includes foreign currency transactions and translation.

Investment Income


	For the three months ended September 30,				For the nine months ended September 30,
	2019		2018		2019		2018
Interest from investments	$	12,833,646	$	8,364,283	$	34,726,612	$	22,214,789
Dividend Income		1,914,732		202,803		3,396,013		202,803
Other income		87,429		156,661		687,268		368,088

Total	$	14,835,807	$	8,723,747	$	38,809,893	$	22,785,680

Interest from investments, which includes amortization of upfront fees and prepayment fees, increased from $8.4 million for the three months ended September 30, 2018 to $12.8 million for the three months ended September 30, 2019, due to the increase in the size of our portfolio. The average size of our total investment portfolio increased from $423.4 million during the three months ended September 30, 2018 to $665.4 million during the three months ended September 30, 2019. Included in interest from investments for the three months ended September 30, 2019 and 2018 is $0.0 million and $0.0 million, respectively, in prepayment fees and $0.7 million and $0.3 million, respectively, in accelerated accretion of upfront fees. Dividend income increased from $0.2 million for the three months ended September 30, 2018, to $1.9 million for the three months ended September 30, 2019 primarily relating to the Company’s investments in GACP II and the Senior Loan Fund. Other investment income relates to the amortization of loan administration fees earned as the administration agent and other miscellaneous fee income.

Interest from investments, which includes amortization of upfront fees and prepayment fees, increased from $22.2 million for the nine months ended September 30, 2018 to $34.7 million for the nine months ended September 30, 2019, due to the increase in the size of our portfolio. The average size of our total investment portfolio increased from $372.6 million during the nine months ended September 30, 2018 to $589.1 million during the nine months ended September 30, 2019. Included in interest from investments for the nine months ended September 30, 2019 and 2018 is $0.3 million and $0.0 million, respectively, in prepayment fees and $1.3 million and $0.7 million, respectively, in accelerated accretion of upfront fees. Dividend income increased from $0.2 million for the nine months ended September 30, 2018, to $3.4 million for the nine months ended September 30, 2019 primarily relating to the Company’s investment in GACP II and the Senior Loan Fund. Other investment income relates to the amortization of loan administration fees earned as the administration agent and other miscellaneous fee income.

Expenses


	For the three months ended September 30,				For the nine months ended September 30,
	2019		2018		2019		2018
Interest and credit facility expenses	$	3,523,741	$	2,175,202	$	9,505,979	$	5,783,370
Management fees, net		1,249,656		888,973		3,352,751		2,421,971
Income Incentive Fees		—		—		—		554,977
Directors’ fees		72,500		72,500		217,500		217,500
Professional fees		202,297		200,097		586,702		575,177
Organization expenses		45,432		40,564		136,295		97,354
Other general and administrative expenses		565,534		471,191		1,623,451		1,369,047

Total expenses	$	5,659,160	$	3,848,527	$	15,422,678	$	11,019,396

Interest and credit facility expenses

Interest and credit facility expenses include interest, amortization of deferred financing costs, upfront commitment fees and unused fees on the Revolving Credit Facility II, SPV Asset Facility, and Corporate Revolving Facility. The Company first drew on the SPV Asset Facility in April 2016, the Revolving Credit Facility II in June 2017, and the Corporate Revolving Facility in August 2019. Interest and credit facility expenses increased from $2.2 million for the three months ended September 30, 2018 to $3.5 million for the three months ended September 30, 2019. This increase was primarily due to an increase 1) in the weighted average debt outstanding from $190.5 million for the three months ended September 30, 2018 to $291.5 million for the three months ended September 30, 2019 and 2) an increase in the average interest rate (excluding deferred upfront financing costs and unused fees) on the weighted average debt outstanding from 4.1% for the three months ended September 30, 2018 to 4.3% for the three months ended September 30, 2019.

Interest and credit facility expenses increased from $5.8 million for the nine months ended September 30, 2018 to $9.5 million for the nine months ended September 30, 2019. This increase was primarily due to an increase 1) in the weighted average debt outstanding from $169.9 million for the nine months ended September 30, 2018 to $259.6 million for the nine months ended September 30, 2019 and 2) an increase in the average interest rate (excluding deferred upfront financing costs and unused fees) on the weighted average debt outstanding from 4.0% for the nine months ended September 30, 2018 to 4.5% for the nine months ended September 30, 2019.

Management fees

Management fees are calculated and payable quarterly in arrears at an annual rate of 1.5% of our gross assets, including assets acquired through the incurrence of debt but excluding any cash and cash equivalents. The Advisor, however, has agreed to waive its right to receive management fees in excess of the sum of (i) 0.25% of the aggregate committed but undrawn capital and (ii) 0.75% of the aggregate gross assets excluding cash and cash equivalents (including capital drawn to pay the Company’s expenses) during any period prior to a qualified initial public offering, as defined by the Investment Advisory Agreement (“Qualified IPO”). Management fees, net of waived management fees, increased from $0.9 million for the three months ended September 30, 2018 to $1.2 million for the three months ended September 30, 2019 due to the increase in total assets, which increased from an average of $435.9 million for the three months ended September 30, 2018 to an average of $676.6 million for the three months ended September 30, 2019. Waived management fees for the three months ended September 30, 2019 and September 30, 2018 were approximately $1.3 million and $0.7 million, respectively. The Advisor is not permitted to recoup any waived amounts at any time.

Management fees, net of waived management fees, increased from $2.4 million for the nine months ended September 30, 2018 to $3.4 million for the nine months ended September 30, 2019 due to the increase in total assets, which increased from an average of $385.5 million for the nine months ended September 30, 2018 to an average of $598.4 million for the nine months ended September 30, 2019. Waived management fees for the nine months ended September 30, 2019 and September 30, 2018 were approximately $3.2 million and $1.8 million, respectively.

Income incentive fees

Income incentive fees, net of waivers, remained flat at zero from the three months ended September 30, 2018 to the three months ended September 30, 2019. Income incentive fees, net of waivers, decreased from $0.6 million for the nine months ended September 30, 2018 to zero for the nine months ended September 30, 2019. The decrease was due to the Advisor agreeing to waive its rights to income incentive fees effective April 1, 2018. For the three and nine months ended September 30, 2019, income incentive fees as a percentage of Pre-Incentive Fee Net Investment Income was 0.0% and 0.0%, respectively, compared to 0.0% and 4.5% for the three and nine months ended September 30, 2018. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies, but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the calendar quarter (including the base management fee, taxes, any expenses payable under the Investment Advisory Agreement and the Administration Agreement and any interest expense, but excluding the Incentive fee). Pre-Incentive Fee Net Investment Income includes accrued income that we have not yet received in cash, such as debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities. Waived income incentive fees for the three and nine months ended September 30, 2019 were approximately $1.4 million and $3.5 million, respectively, compared to $0.7 million and $1.3 million for the three and nine months ended September 30, 2018. The Advisor is not permitted to recoup any waived amounts at any time.

Professional Fees and Other General and Administrative Expenses

Professional fees generally include expenses from independent auditors, tax advisors, legal counsel and third party valuation agents. Other general and administrative expenses generally include expenses from the Sub-Administration Agreements, insurance premiums, overhead and staffing costs allocated from the Administrator and other miscellaneous general and administrative costs associated with the operations and investment activity of the Company. Professional fees remained flat at $0.2 million for the three months ended September 30, 2019 and September 30, 2018, respectively, while other general and administrative expenses increased from $0.5 million for the three months ended September 30, 2018 to $0.6 million for the three months ended September 30, 2019. The net increase in costs was due to an increase in costs associated with servicing a growing investment portfolio.

Professional fees remained flat at $0.6 million for the nine months ended September 30, 2019 and September 30, 2018, respectively, while other general and administrative expenses increased from $1.4 million for the nine months ended September 30, 2018 to $1.6 million for the nine months ended September 30, 2019. The net increase in costs was due to an increase in costs associated with servicing a growing investment portfolio.

Organization expenses

We have agreed to repay the Advisor for the organization costs and offering costs (not to exceed $1.5 million) on a pro rata basis over the first $350 million of capital contributed to the Company. For the three and nine months ended September 30, 2019, we called $65.0 million and $121.0 million, respectively, and the Advisor allocated $0.0 million and $0.1 million, respectively of organization costs to the Company, which was included in the Consolidated Statements of Operations. For the three and nine months ended September 30, 2019, the Advisor also allocated $0.1 million and $0.2 million, respectively of equity offering costs to the Company that was recorded as an offset to Paid-in capital in excess of par value on the Consolidated Statement of Assets and Liabilities.

During the three and nine months ended September 30, 2018, we called $25.0 and $60.0 million, respectively, and the Advisor allocated $0.0 million and $0.1 million, respectively of organization costs to the Company, which was included in the Consolidated Statements of Operations. For the three and nine months ended September 30, 2018, the Advisor also allocated $0.0 million and $0.1 million, respectively of equity offering costs to the Company that was recorded as an offset to Paid-in capital in excess of par value on the Consolidated Statement of Assets and Liabilities.

Income Tax Expense, Including Excise Tax

We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must generally (among other requirements) timely distribute to our stockholders at least 90% of our investment company taxable income, as defined by the Code, for each year. In order to maintain our RIC status, we intend to make the requisite distributions to our stockholders which will generally relieve us from corporate-level income taxes. In order for the Company not to be subject to 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), (ii) 98.2% of its net capital gains from the current year and (iii) any undistributed ordinary income and net capital gains from preceding years. Depending on the level of taxable income earned in a tax year, we may choose to carry forward such taxable income in excess of current year dividend distributions into the next tax year and pay a 4% excise tax on such income, as required. If we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax on estimated excess taxable income as such taxable income is earned. For the three and nine months ended September 30, 2019, the Company expensed an excise tax of $8,417 and $8,417, respectively, of which $0 remained payable and relates to fiscal year 2018. For the three and nine months ended September 30, 2018, the Company expensed an excise tax of $80 and $80, respectively, of which $0 remained payable.

Net Realized and Unrealized Gains and Losses

We value our portfolio investments quarterly and any changes in fair value are recorded as unrealized appreciation (depreciation) on investments. For the three and nine months ended September 30, 2019 and September 30, 2018, net realized gains (losses) and net unrealized appreciation (depreciation) on our investment portfolio were comprised of the following:


	For the three months ended September 30,						For the nine months ended September 30,
	2019			2018			2019			2018
Realized losses on investments	$	(162,488	)	$	—		$	(482,301	)	$	(234,477	)
Realized gains on investments		96,449			0			96,449			15,158
Realized gains on foreign currency transactions		43,301			1,204			(56,305	)		6,372
Realized losses on foreign currency transactions		(1,517	)		31,493			(13,803	)		31,485

Net realized gains (losses)	$	(24,255	)	$	32,697		$	(455,960	)	$	(181,462	)

Change in unrealized depreciation on investments	$	(6,193,074	)	$	(1,165,972	)	$	(7,916,429	)	$	(4,195,104	)
Change in unrealized appreciation on investments		(43,543	)		1,071,579			5,108,003			2,583,333
Change in unrealized depreciation on foreign currency translation		(1,360,333	)		3,112			(1,018,676	)		46,823
Change in unrealized appreciation on foreign currency translation		1,396			(23,344	)		29,123			(108,325	)
Change in unrealized appreciation on foreign currency forwards		1,204,871			—			1,486,852			—
Change in unrealized depreciation on foreign currency forwards		—			—			—			—

Net unrealized appreciation (depreciation)	$	(6,390,683	)	$	(114,625	)	$	(2,311,127	)	$	(1,673,273	)

Hedging

We may, but are not required to, enter into interest rate, foreign exchange or other derivative agreements to hedge interest rate, currency, credit or other risks. Generally, we do not intend to enter into any such derivative agreements for speculative purposes. Any derivative agreements entered into for speculative purposes are not expected to be material to the Company’s business or results of operations. These hedging activities, which are in compliance with applicable legal and regulatory requirements, may include the use of various instruments, including futures, options and forward contracts. We bear the costs incurred in connection with entering into, administering and settling any such derivative contracts. There can be no assurance any hedging strategy we employ will be successful.

During the nine months ended September 30, 2019, the Company’s average USD notional exposure to foreign currency forward contracts was $21,866,295. We did not enter into any interest rate, foreign exchange or other derivative agreements during the nine months ended September 30, 2018.

Senior Loan Fund

As of September 30, 2019, the Company and Masterland had subscribed to fund and contributed the following to the Senior Loan Fund:


	September 30, 2019
Member	Subscribed to fund		Contributed
Company	$	40,000,000	$	34,000,000
Masterland		40,000,000		34,000,000

Total	$	80,000,000	$	68,000,000

As of September 30, 2019, the Senior Loan Fund had total investments in senior secured debt at fair value of $283,069,106.

Below is a summary of the Senior Loan Fund’s portfolio, followed by a listing of the individual loans in the Senior Loan Fund’s portfolio as of September 30, 2019:


	As of September 30, 2019 (Unaudited)
Total senior secured debt⁽¹⁾	$	285,900,862
Weighted average current interest rate on senior secured debt⁽²⁾		5.1	%
Number of borrowers in the Senior Loan Fund’s portfolio		169
Largest loan to a single borrower	$	3,585,296

⁽¹⁾	At par amount, including unfunded commitments.

⁽²⁾	Computed as (a) the annual stated interest rate on accruing senior secured debt, divided by (b) total senior secured debt at par amount, excluding fully unfunded commitments.

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
Investments
United States
Debt Investments
Aerospace & Defense
Dynasty Acquisition Co., Inc.	Senior Secured First Lien		L + 400	⁽¹⁾		6.10	%		04/2026	$	487,762	$	490,157		0.7	%	$	490,657
TransDigm, Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		06/2023		744,333		736,946		1.1			743,503
TransDigm, Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		08/2024		249,366		247,849		0.4			248,630
TransDigm, Inc.	Senior Secured First Lien		L + 250	⁽¹⁾		4.54	%		05/2025		1,989,272		1,966,514		3.0			1,983,961

											3,470,733		3,441,466		5.2			3,466,751

Air Transport
American Airlines, Inc.⁽³⁾	Senior Secured First Lien		L + 175	⁽²⁾		3.80	%		06/2025		3,500,000		3,442,208		5.2			3,469,130

Automotive
Mister Car Wash Holdings, Inc.	Senior Secured First Lien		L + 350	⁽¹⁾		5.66	%		05/2026		1,432,454		1,431,940		2.1			1,432,841
Mister Car Wash Holdings, Inc.⁽⁴⁾	Senior Secured First Lien		L + 350	⁽¹⁾		3.50	%		05/2026		—		49		—			20
Wand NewCo 3, Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		02/2026		1,496,250		1,502,308		2.3			1,505,602

											2,928,704		2,934,297		4.4			2,938,463

Building & Development
Capital Automotive L.P.⁽³⁾	Senior Secured First Lien		L + 250	⁽²⁾		4.55	%		03/2024		742,359		744,215		1.1			743,870
DTZ U.S. Borrower LLC	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		08/2025		2,983,672		2,988,355		4.5			2,992,995
Forest City Enterprises, L.P.	Senior Secured First Lien		L + 400	⁽²⁾		6.04	%		12/2025		994,987		1,002,179		1.5			1,003,539
Realogy Group LLC	Senior Secured First Lien		L + 225	⁽²⁾		4.30	%		02/2025		2,997,407		2,932,998		4.3			2,860,666

											7,718,425		7,667,747		11.4			7,601,070

Business Equipment & Services
Almonde, Inc.	Senior Secured First Lien		L + 350	⁽⁵⁾		5.70	%		06/2024		2,486,646		2,463,013		3.6			2,424,604
Belfor Holdings Inc.	Senior Secured First Lien		L + 400	⁽²⁾		6.04	%		04/2026		638,400		638,400		1.0			642,390
Brand Energy & Infrastructure Services, Inc.	Senior Secured First Lien		L + 425	⁽⁶⁾		6.52	%		06/2024		1,741,729		1,708,910		2.6			1,706,894
EAB Global, Inc.	Senior Secured First Lien		L + 375	⁽¹⁾		6.38	%		11/2024		1,492,424		1,486,560		2.2			1,476,873
Financial & Risk US Holdings, Inc.	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		10/2025		1,492,481		1,472,423		2.3			1,502,123
IG Investment Holdings, LLC	Senior Secured First Lien		L + 400	⁽²⁾		6.04	%		05/2025		2,205,826		2,204,321		3.3			2,199,209
IRI Holdings, Inc.	Senior Secured First Lien		L + 450	⁽¹⁾		6.62	%		12/2025		2,332,628		2,321,593		3.4			2,250,263
Iron Mountain, Inc.	Senior Secured First Lien		L + 175	⁽²⁾		3.79	%		01/2026		1,488,665		1,467,936		2.2			1,478,118
Jane Street Group, LLC	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		08/2022		2,266,098		2,262,688		3.4			2,263,265
MA FinanceCo., LLC	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		06/2024		193,467		191,367		0.3			191,371
Netsmart, Inc.	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		04/2023		1,571,976		1,566,594		2.3			1,559,212
OEConnection LLC⁽³⁾	Senior Secured First Lien		L + 400	⁽¹⁾		6.02	%		09/2026		1,096,104		1,090,712		1.7			1,094,049
OEConnection LLC^{(4) (7)}	Senior Secured First Lien								09/2026		—		3		—			(195	)
Prime Security Services Borrower, LLC	Senior Secured First Lien		L + 325	⁽⁸⁾		5.21	%		09/2026		2,500,051		2,494,108		3.7			2,476,226
PSAV Holdings LLC	Senior Secured First Lien		L + 325	⁽⁸⁾		5.29	%		03/2025		1,493,684		1,460,386		2.2			1,448,873

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
PSAV Holdings LLC⁽³⁾	Senior Secured First Lien		L + 450	⁽¹⁾		6.55	%		09/2026	$	250,000	$	245,000		0.4	%	$	246,094
Seattle Spinco, Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		06/2024		1,306,533		1,292,346		1.9			1,292,376
Spin Holdco Inc.	Senior Secured First Lien		L + 325	⁽¹⁾		5.57	%		11/2022		1,990,456		1,971,545		2.9			1,960,599
TruGreen Limited Partnership	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		03/2026		1,415,188		1,417,122		2.1			1,422,270
USIC Holdings, Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		12/2023		1,489,818		1,477,439		2.2			1,480,507

											29,452,174		29,232,466		43.7			29,115,121

Cable & Satellite Television
Charter Communications Operating, LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.05	%		04/2025		2,234,839		2,234,028		3.4			2,250,907
CSC Holdings, LLC	Senior Secured First Lien		L + 225	⁽²⁾		4.28	%		01/2026		1,496,241		1,491,434		2.2			1,497,737
CSC Holdings, LLC	Senior Secured First Lien		L + 250	⁽²⁾		4.53	%		01/2026		1,989,924		1,989,925		3.0			1,995,059
CSC Holdings, LLC⁽⁴⁾	Senior Secured First Lien								04/2027		—		—		—			1,219
Radiate Holdco, LLC	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		02/2024		1,739,799		1,726,342		2.6			1,735,745
Virgin Media Bristol LLC	Senior Secured First Lien		L + 250	⁽²⁾		4.53	%		01/2026		1,500,000		1,494,100		2.3			1,502,093

											8,960,803		8,935,829		13.5			8,982,760

Chemicals & Plastics
H.B. Fuller Company	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		10/2024		2,559,452		2,543,692		3.8			2,552,656
Ineos US Finance LLC	Senior Secured First Lien		L + 200	⁽⁶⁾		4.04	%		03/2024		2,981,041		2,958,150		4.4			2,950,694
Messer Industries GmbH	Senior Secured First Lien		L + 250	⁽¹⁾		4.60	%		03/2026		2,243,447		2,226,189		3.4			2,241,911
PMHC II, Inc.	Senior Secured First Lien		L + 350	⁽¹⁾		5.60	%		03/2025		749,338		738,479		0.9			610,711
PQ Corporation	Senior Secured First Lien		L + 250	⁽¹⁾		4.76	%		02/2025		913,607		912,486		1.4			916,462
Univar Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		07/2024		1,500,000		1,498,239		2.3			1,506,090

											10,946,885		10,877,235		16.2			10,778,524

Consumer Services
MHI Holdings, LLC⁽³⁾	Senior Secured First Lien		L + 500	⁽²⁾		7.04	%		09/2026		1,250,000		1,237,500		1.9			1,251,563
Pre-Paid Legal Services, Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		05/2025		1,699,935		1,686,560		2.5			1,700,147

											2,949,935		2,924,060		4.4			2,951,710

Containers & Glass Products
Anchor Packaging Inc.	Senior Secured First Lien		L + 400	⁽²⁾		6.04	%		07/2026		826,257		823,712		1.3			823,158
Anchor Packaging Inc.^{(4) (7)}	Senior Secured First Lien								07/2026		—		110		—			(678	)
Berlin Packaging LLC	Senior Secured First Lien		L + 300	⁽²⁾		5.11	%		11/2025		1,241,190		1,221,934		1.8			1,221,567
Berry Global, Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.55	%		07/2026		2,992,500		2,985,211		4.5			3,010,410
BWAY Holding Company	Senior Secured First Lien		L + 325	⁽¹⁾		5.59	%		04/2024		1,244,908		1,213,306		1.8			1,221,049
Consolidated Container Company LLC	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		05/2024		1,492,405		1,486,005		2.2			1,486,809
Plaze, Inc.	Senior Secured First Lien		L + 350	⁽¹⁾		5.63	%		08/2026		1,681,000		1,672,723		2.5			1,678,899
Pro Mach Group, Inc.	Senior Secured First Lien		L + 275	⁽²⁾		4.81	%		03/2025		1,741,791		1,707,718		2.6			1,699,884
Reynolds Group Holdings Inc.	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		02/2023		2,984,655		2,966,335		4.5			2,993,549

											14,204,706		14,077,054		21.2			14,134,647

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
Diversified Insurance
Acrisure, LLC	Senior Secured First Lien		L + 425	⁽¹⁾		6.35	%		11/2023	$	2,984,772	$	2,989,302		4.5	%	$	2,973,579

Drugs
Albany Molecular Research, Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		08/2024		1,741,117		1,730,465		2.6			1,720,807
Amneal Pharmaceuticals LLC	Senior Secured First Lien		L + 350	⁽²⁾		5.56	%		05/2025		3,234,880		3,210,008		4.1			2,777,953

											4,975,997		4,940,473		6.7			4,498,760

Electronics/Electrical
Blackhawk Network Holdings, Inc.	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		06/2025		1,989,924		1,982,338		3.0			1,986,601
Camelot UK Holdco Limited	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		10/2023		1,741,251		1,744,714		2.6			1,754,136
CommScope, Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		04/2026		1,500,000		1,504,511		2.2			1,497,323
Compuware Corporation	Senior Secured First Lien		L + 400	⁽²⁾		6.04	%		08/2025		1,991,635		1,998,729		3.0			2,002,430
Dell International LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.05	%		09/2025		2,888,511		2,882,991		4.4			2,905,539
ON Semiconductor Corporation⁽³⁾	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		09/2026		772,000		770,070		1.2			776,346
Sabre GLBL Inc.	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		02/2024		1,493,956		1,491,949		2.2			1,501,934
SS&C Technologies Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		04/2025		2,012,291		2,013,588		3.0			2,021,547
Verifone Systems, Inc.	Senior Secured First Lien		L + 400	⁽¹⁾		6.14	%		08/2025		2,147,207		2,125,261		3.1			2,057,293
Western Digital Corporation	Senior Secured First Lien		L + 175	⁽¹⁾		3.86	%		04/2023		1,993,700		1,977,308		3.0			1,992,035
WEX Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		05/2026		3,233,750		3,233,151		4.9			3,256,548

											21,764,225		21,724,610		32.6			21,751,732

Financial Intermediaries
Apollo Commercial Real Estate Finance, Inc	Senior Secured First Lien		L + 275	⁽²⁾		4.78	%		05/2026		1,745,601		1,741,333		2.6			1,743,419
AqGen Ascensus, Inc.	Senior Secured First Lien		L + 400	⁽⁵⁾		6.20	%		12/2022		751,451		752,305		1.1			754,742
Avolon TLB Borrower 1 (US) LLC	Senior Secured First Lien		L + 175	⁽²⁾		3.79	%		01/2025		3,000,000		2,997,692		4.5			3,015,780
Citadel Securities LP	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		02/2026		1,536,430		1,534,572		2.3			1,543,152
Edelman Financial Center, LLC	Senior Secured First Lien		L + 325	⁽²⁾		5.31	%		07/2025		745,619		746,527		1.1			747,680
FinCo I LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		12/2022		1,500,000		1,497,733		2.3			1,505,910
Focus Financial Partners, LLC	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		07/2024		997,475		996,627		1.5			1,003,260
Jefferies Finance LLC	Senior Secured First Lien		L + 375	⁽²⁾		5.88	%		06/2026		1,827,025		1,828,287		2.8			1,829,026
Kestra Advisor Services Holdings A, Inc.	Senior Secured First Lien		L + 425	⁽²⁾		6.36	%		06/2026		783,988		776,449		1.2			767,328
RPI Finance Trust	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		03/2023		2,936,508		2,933,851		4.4			2,955,317
Sedgwick Claims Management Services, Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		12/2025		2,106,468		2,091,146		3.1			2,074,703
Starwood Property Trust, Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		07/2026		756,000		755,986		1.2			757,417
VFH Parent LLC	Senior Secured First Lien		L + 350	⁽⁵⁾		6.04	%		03/2026		1,749,333		1,752,697		2.6			1,754,433
Victory Capital Holdings, Inc.	Senior Secured First Lien		L + 325	⁽¹⁾		5.57	%		07/2026		938,403		936,636		1.4			943,681

											21,374,301		21,341,841		32.1			21,395,848

Food products
Dole Food Company Inc.	Senior Secured First Lien		L + 275	⁽²⁾		4.80	%		04/2024		1,728,748		1,720,028		2.5			1,709,610

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost			Percentage of Net Assets **			Fair Value
Hearthside Food Solutions, LLC	Senior Secured First Lien		L + 369	⁽²⁾		5.73	%		05/2025	$	1,743,696	$	1,713,608			2.5	%	$	1,646,049

											3,472,444		3,433,636			5.0			3,355,659

Food Service
IRB Holding Corp	Senior Secured First Lien		L + 325	⁽¹⁾		5.55	%		02/2025		2,239,266		2,234,443			3.4			2,232,425
Whatabrands LLC	Senior Secured First Lien		L + 325	⁽¹⁾		5.52	%		08/2026		736,000		736,406			1.1			740,236

											2,975,266		2,970,849			4.5			2,972,661

Food/Drug Retailers
Albertsons, LLC	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		11/2025		1,239,910		1,235,213			1.9			1,248,911
BJ’s Wholesale Club, Inc.	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		02/2024		2,238,693		2,244,646			3.3			2,248,208

											3,478,603		3,479,859			5.2			3,497,119

Health Care
ADMI Corp.	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		04/2025		1,989,931		1,969,149			3.0			1,974,758
ATI Holdings Acquisition, Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.55	%		05/2023		1,737,176		1,713,400			2.6			1,721,976
Avantor, Inc.	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		11/2024		1,375,679		1,381,391			2.1			1,388,149
CHG Healthcare Services Inc.	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		06/2023		2,010,308		2,007,754			3.0			2,012,198
Comet Acquisition, Inc.	Senior Secured First Lien		L + 350	⁽¹⁾		5.62	%		10/2025		1,492,481		1,491,298			2.2			1,477,556
DaVita, Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		08/2026		1,430,000		1,426,438			2.2			1,439,753
Emerald TopCo Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		07/2026		1,739,000		1,736,296			2.6			1,736,826
Envision Healthcare Corporation	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		10/2025		1,490,616		1,428,337			1.8			1,220,904
Gentiva Health Services, Inc.	Senior Secured First Lien		L + 375	⁽²⁾		5.81	%		07/2025		2,209,471		2,212,170			3.3			2,224,661
HCA Inc.	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		03/2025		743,076		743,940			1.1			746,468
Heartland Dental, LLC	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		04/2025		1,211,333		1,191,006			1.8			1,188,051
Heartland Dental, LLC^{(4) (7)}	Senior Secured First Lien								04/2025		1		(454	)		—			(526	)
IQVIA Inc.	Senior Secured First Lien		L + 175	⁽¹⁾		3.85	%		06/2025		1,489,943		1,486,375			2.3			1,493,907
NVA Holdings, Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		02/2025		748,125		748,125			1.1			749,060
RegionalCare Hospital Partners Holdings, Inc.	Senior Secured First Lien		L + 450	⁽²⁾		6.55	%		11/2025		1,488,750		1,483,549			2.2			1,492,360
Sound Inpatient Physicians	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		06/2025		746,222		746,831			1.1			746,595
Surgery Center Holdings, Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.30	%		09/2024		1,489,237		1,469,567			2.2			1,462,245
Syneos Health, Inc.	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		08/2024		1,271,763		1,272,019			1.9			1,278,389
Tecomet Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.28	%		05/2024		746,183		746,183			1.1			742,919
U.S. Renal Care, Inc.	Senior Secured First Lien		L + 500	⁽²⁾		7.06	%		06/2026		1,242,150		1,217,994			1.8			1,179,421
Verscend Holding Corp.	Senior Secured First Lien		L + 450	⁽²⁾		6.54	%		08/2025		2,238,694		2,248,427			3.4			2,250,357
Viant Medical Holdings, Inc.	Senior Secured First Lien		L + 375	⁽¹⁾		5.85	%		07/2025		745,296		747,507			1.1			698,715
VVC Holding Corp.	Senior Secured First Lien		L + 450	⁽¹⁾		6.68	%		02/2026		1,492,500		1,480,787			2.2			1,491,105

											31,127,935		30,948,089			46.1			30,715,847

Industrial Equipment
Clark Equipment Company	Senior Secured First Lien		L + 200	⁽¹⁾		4.10	%		05/2024		1,469,631		1,466,169			2.2			1,474,841

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
LTI Holdings, Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		09/2025	$	994,975	$	965,711		1.4	%	$	943,982
Playpower, Inc.	Senior Secured First Lien		L + 550	⁽¹⁾		7.60	%		05/2026		218,253		216,153		0.3			218,526
Sabre Industries, Inc.	Senior Secured First Lien		L + 425	⁽²⁾		6.31	%		04/2026		748,750		745,171		1.2			753,198

											3,431,609		3,393,204		5.1			3,390,547

Leisure Goods/Activities/Movies
Crown Finance US, Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		02/2025		2,011,564		1,989,448		3.0			2,000,762
Crown Finance US, Inc.⁽³⁾	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		09/2026		1,000,000		995,000		1.5			999,375
Hoya Midco, LLC	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		06/2024		1,491,338		1,482,592		2.2			1,474,561
Six Flags Theme Parks, Inc.	Senior Secured First Lien		L + 200	⁽²⁾		4.05	%		04/2026		1,516,587		1,512,989		2.3			1,520,378
SP PF Buyer LLC	Senior Secured First Lien		L + 450	⁽¹⁾		6.54	%		12/2025		746,250		745,685		1.0			666,651
UFC Holdings, LLC	Senior Secured First Lien		L + 325	⁽²⁾		5.30	%		04/2026		1,743,309		1,744,814		2.6			1,749,969
Varsity Brands, Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		12/2024		1,741,779		1,730,810		2.5			1,689,961

											10,250,827		10,201,338		15.1			10,101,657

Lodging & Casinos
Golden Nugget, Inc.	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		10/2023		2,485,191		2,482,627		3.7			2,486,147
MGM Growth Properties Operating Partnership LP	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		03/2025		2,484,556		2,481,437		3.7			2,493,699
Scientific Games International, Inc.	Senior Secured First Lien		L + 275	⁽⁶⁾		4.90	%		08/2024		2,483,614		2,456,580		3.7			2,466,242
Seminole Tribe of Florida	Senior Secured First Lien		L + 175	⁽²⁾		3.79	%		07/2024		903,905		902,641		1.4			909,934
VICI Properties 1 LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.05	%		12/2024		2,000,000		1,991,633		3.0			2,008,330
Wyndham Hotels & Resorts, Inc.	Senior Secured First Lien		L + 175	⁽²⁾		3.79	%		05/2025		2,244,429		2,243,176		3.4			2,257,682

											12,601,695		12,558,094		18.9			12,622,034

Nonferrous Metals/Minerals
Dynacast International LLC	Senior Secured First Lien		L + 325	⁽¹⁾		5.35	%		01/2022		746,094		727,052		1.1			719,048

Oil & Gas
Blackstone CQP Holdco LP	Senior Secured First Lien		L + 350	⁽¹⁾		5.66	%		09/2024		1,422,352		1,420,939		2.1			1,430,225
Delek US Holdings, Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		03/2025		1,196,432		1,191,057		1.8			1,195,684
Prairie ECI Acquiror LP	Senior Secured First Lien		L + 475	⁽¹⁾		6.85	%		03/2026		1,130,659		1,137,850		1.7			1,108,402

											3,749,443		3,749,846		5.6			3,734,311

Property & Casualty Insurance
AssuredPartners, Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		10/2024		2,982,740		2,972,152		4.5			2,974,821
Asurion LLC	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		11/2023		1,739,579		1,741,333		2.6			1,748,277
Asurion LLC	Senior Secured First Lien		L + 300	⁽²⁾		5.04	%		11/2024		1,243,703		1,243,703		1.9			1,249,318

											5,966,022		5,957,188		9.0			5,972,416

Publishing
Meredith Corporation	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		01/2025		2,487,917		2,487,727		3.7			2,493,676
Merrill Communications, LLC⁽³⁾	Senior Secured First Lien		L + 500	⁽²⁾		7.05	%		09/2026		1,250,000		1,237,500		1.9			1,246,875
Nielsen Finance LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		10/2023		2,990,066		2,980,479		4.5			2,991,935

											6,727,983		6,705,706		10.1			6,732,486

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
Radio & Television
Diamond Sports Group, LLC	Senior Secured First Lien		L + 325	⁽²⁾		5.30	%		08/2026	$	1,971,000	$	1,964,169		3.0	%	$	1,985,171
Gray Television, Inc.	Senior Secured First Lien		L + 250	⁽¹⁾		4.83	%		01/2026		1,490,616		1,488,853		2.2			1,497,964
Nexstar Broadcasting, Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.35	%		01/2024		268,618		267,208		0.4			269,290
Nexstar Broadcasting, Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		01/2024		1,348,436		1,341,512		2.0			1,351,807
Nexstar Broadcasting, Inc.	Senior Secured First Lien		L + 275	⁽¹⁾		4.81	%		09/2026		1,968,242		1,966,184		3.0			1,979,461
Sinclair Television Group Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		09/2026		925,000		920,407		1.4			929,912

											7,971,912		7,948,333		12.0			8,013,605

Retailers (except Food & Drug)
Bass Pro Group, LLC	Senior Secured First Lien		L + 500	⁽²⁾		7.04	%		09/2024		1,490,497		1,469,484		2.2			1,438,329
Men’s Wearhouse, Inc. (The)	Senior Secured First Lien		L + 325	⁽²⁾		5.35	%		04/2025		1,488,013		1,448,310		1.9			1,264,812
Staples, Inc.	Senior Secured First Lien		L + 500	⁽¹⁾		7.12	%		04/2026		1,015,862		1,002,451		1.5			1,003,270

											3,994,372		3,920,245		5.6			3,706,411

Software & Services
DCert Buyer, Inc.⁽³⁾	Senior Secured First Lien		L + 400	⁽²⁾		6.05	%		08/2026		2,000,000		1,995,000		3.0			1,996,250

Surface Transport
Avis Budget Car Rental, LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.05	%		02/2025		1,490,521		1,480,190		2.2			1,492,615
XPO Logistics, Inc.	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		02/2025		500,000		493,663		0.8			503,040
XPO Logistics, Inc.	Senior Secured First Lien		L + 250	⁽²⁾		4.54	%		02/2025		1,220,477		1,218,311		1.8			1,230,204

											3,210,998		3,192,164		4.8			3,225,859

Telecommunications
Avaya, Inc.	Senior Secured First Lien		L + 425	⁽²⁾		6.28	%		12/2024		2,736,076		2,740,564		3.9			2,606,974
CenturyLink, Inc.	Senior Secured First Lien		L + 275	⁽²⁾		4.79	%		01/2025		2,824,466		2,789,534		4.2			2,809,962
Level 3 Financing Inc.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		02/2024		3,000,000		2,999,829		4.5			3,010,320
Sprint Communications, Inc.	Senior Secured First Lien		L + 300	⁽²⁾		5.06	%		02/2024		1,985,000		1,985,000		3.0			1,982,519

											10,545,542		10,514,927		15.6			10,409,775

Utilities
Brookfield WEC Holdings Inc.	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		08/2025		1,604,458		1,607,146		2.4			1,611,485
Calpine Corporation	Senior Secured First Lien		L + 250	⁽¹⁾		4.61	%		01/2024		1,340,410		1,332,732		2.0			1,345,564
Calpine Corporation	Senior Secured First Lien		L + 275	⁽¹⁾		4.86	%		04/2026		1,650,862		1,641,164		2.5			1,657,160
Eastern Power, LLC	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		10/2023		1,618,565		1,617,898		2.5			1,626,091
Nautilus Power, LLC	Senior Secured First Lien		L + 425	⁽²⁾		6.29	%		05/2024		1,082,656		1,082,816		1.6			1,080,626
Talen Energy Supply, LLC	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		07/2026		1,753,000		1,738,255		2.6			1,753,000
TEX Operations Co. LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		08/2023		337,003		337,559		0.5			338,478
Vistra Operations Company LLC	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		12/2025		466,080		462,785		0.7			467,991

											9,853,034		9,820,355		14.8			9,880,395

Total Debt Investments United States										$	257,335,439	$	256,044,473		382.6	%	$	255,104,175

Total United States												$	256,044,473		382.6	%	$	255,104,175

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
Canada
Debt Investments
Aerospace & Defense
1199169 B.C. Unlimited Liability Company	Senior Secured First Lien		L + 400	⁽¹⁾		6.10	%		04/2026	$	262,238	$	263,525		0.4	%	$	263,794

Air Transport
Air Canada	Senior Secured First Lien		L + 200	⁽²⁾		4.04	%		10/2023		1,734,933		1,739,526		2.6			1,743,877
WestJet Airlines Ltd.⁽³⁾	Senior Secured First Lien		L + 300	⁽²⁾		5.05	%		08/2026		1,263,000		1,261,997		1.9			1,273,956

											2,997,933		3,001,523		4.5			3,017,833

Automotive
Panther BF Aggregator 2 LP	Senior Secured First Lien		L + 350	⁽²⁾		5.54	%		04/2026		1,991,800		1,977,652		3.0			1,980,845

Food Service
1011778 B.C. Unlimited Liability Company	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		02/2024		3,357,295		3,343,498		5.1			3,372,403

Health Care
DentalCorp Perfect Smile ULC	Senior Secured First Lien		L + 375	⁽²⁾		5.79	%		06/2025		746,438		736,919		1.1			735,085

Oil & Gas
NorthRiver Midstream Finance LP	Senior Secured First Lien		L + 325	⁽¹⁾		5.60	%		10/2025		1,243,722		1,244,538		1.8			1,235,688

Total Debt Investments Canada										$	10,599,426	$	10,567,655		15.9	%	$	10,605,648

Total Canada												$	10,567,655		15.9	%	$	10,605,648

Luxembourg
Debt Investments
Automotive
Belron Finance US LLC	Senior Secured First Lien		L + 225	⁽¹⁾		4.46	%		11/2024		943,934		944,467		1.4			948,063
Belron Finance US LLC	Senior Secured First Lien		L + 225	⁽¹⁾		4.43	%		11/2025		298,496		298,496		0.5			300,175

											1,242,430		1,242,963		1.9			1,248,238

Drugs
Endo Luxembourg Finance Company I S.a r.l.	Senior Secured First Lien		L + 425	⁽²⁾		6.31	%		04/2024		993,017		988,163		1.3			906,908
Mallinckrodt International Finance S.A.	Senior Secured First Lien		L + 300	⁽¹⁾		5.18	%		02/2025		959,777		935,149		1.1			721,752

											1,952,794		1,923,312		2.4			1,628,660

Electronics/Electrical
SS&C Technologies Holdings Europe S.A.R.L.	Senior Secured First Lien		L + 225	⁽²⁾		4.29	%		04/2025		1,327,641		1,328,777		2.0			1,333,749

Real Estate
Sunshine Luxembourg VII S.a r.l.⁽³⁾	Senior Secured First Lien		L + 425	⁽²⁾		6.30	%		10/2026		2,250,000		2,245,995		3.4			2,263,365

Total Debt Investments Luxembourg										$	6,772,865	$	6,741,047		9.7	%	$	6,474,012

Total Luxembourg												$	6,741,047		9.7	%	$	6,474,012

New Zealand
Debt Investments
Business Equipment & Services
Capri Finance LLC	Senior Secured First Lien		L + 300	⁽¹⁾		5.26	%		11/2024		1,742,427		1,724,705		2.6			1,724,454

Retailers (except Food & Drug)
Titan AcquisitionCo New Zealand Limited	Senior Secured First Lien		L + 425	⁽¹⁾		6.35	%		05/2026		997,500		992,715		1.5			1,002,487

Total Debt Investments New Zealand										$	2,739,927	$	2,717,420		4.1	%	$	2,726,941

Total New Zealand												$	2,717,420		4.1	%	$	2,726,941

CBDC SENIOR LOAN FUND LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2019


	Investment Type	Spread Above Index *			Interest Rate			Maturity Date		Principal Amount, Par Value or Shares		Cost		Percentage of Net Assets **			Fair Value
United Kingdom
Debt Investments
Automotive
Boing US Holdco Inc.	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		10/2024	$	995,579	$	994,635		1.5	%	$	977,330

Total Debt Investments United Kingdom										$	995,579	$	994,635		1.5	%	$	977,330

Total United Kingdom												$	994,635		1.5	%	$	977,330

Netherlands
Debt Investments
Chemicals & Plastics
Starfruit Finco B.V	Senior Secured First Lien		L + 325	⁽²⁾		5.29	%		10/2025		3,582,000		3,589,066		5.3			3,516,628

Electronics/Electrical
Avast Software B.V.	Senior Secured First Lien		L + 225	⁽¹⁾		4.35	%		09/2023		1,358,069		1,358,655		2.0			1,367,596

Food products
Jacobs Douwe Egberts International B.V.	Senior Secured First Lien		L + 200	⁽²⁾		4.13	%		11/2025		652,926		652,926		1.0			654,559

Total Debt Investments Netherlands										$	5,592,995	$	5,600,647		8.3	%	$	5,538,783

Total Netherlands												$	5,600,647		8.3	%	$	5,538,783

Australia
Debt Investments
Electronics/Electrical
Eta Australia Holdings III Pty Ltd	Senior Secured First Lien		L + 400	⁽²⁾		6.04	%		05/2026		374,063		375,862		0.6			375,234

Telecommunications
Speedcast International Limited	Senior Secured First Lien		L + 275	⁽¹⁾		4.85	%		05/2025		1,490,568		1,470,071		1.9			1,266,983

Total Debt Investments Australia										$	1,864,631	$	1,845,933		2.5	%	$	1,642,217

Total Australia												$	1,845,933		2.5	%	$	1,642,217

Total Investments												$	284,511,810		424.6	%	$	283,069,106

**	Percentage is based on net assets of $66,665,579 as of September 30, 2019.

(1)	The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of September 30, 2019 was 2.09%.

(2)	The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of September 30, 2019 was 2.02%.

(3)	Position or portion thereof unsettled as of September 30, 2019.

(4)	Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. See Note 8 “Commitments and Contingencies”.

(5)	The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of September 30, 2019 was 2.06%.

(6)	The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of September 30, 2019 was 2.07%.

(7)	The negative cost, if applicable, is the result of the capitalized discount or unfunded commitment being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount or unfunded commitment on the loan.

(8)	The interest rate on these loans is subject to the greater of a LIBOR floor or 1 week LIBOR plus a base rate. The 1 week LIBOR as of September 30, 2019 was 1.91%.

Below is selected balance sheet information for the Senior Loan Fund as of September 30, 2019:


	As of September 30, 2019 (Unaudited)
Selected Balance Sheet Information:
Total investments, at fair value	$	283,069,106
Cash		7,892,000
Other assets		13,765,525

Total assets	$	304,726,631


Debt	$	211,764,271
Other liabilities		26,296,781

Total liabilities	$	238,061,052

Members’ equity		66,665,579

Total liabilities and members’ equity	$	304,726,631

Below is selected statements of operations information for the Senior Loan Fund for the three and nine months ended September 30, 2019:


	For the three months ended September 30, 2019		For the nine months ended September 30, 2019
Selected Statements of Operations Information:
Total investment income	$	3,748,721	$	5,915,971
Expenses
Interest and other debt financing costs		1,858,722		2,696,444
Professional fees		13,902		118,902
Other general and administrative expenses		81,154		178,255

Total expenses		1,953,778		2,993,601

Net investment income (loss)		1,794,943		2,922,370

Net realized gain (loss) on investments		42,305		85,913
Net change in unrealized appreciation (depreciation) on investments		53,431		(1,442,704)

Net increase (decrease) in members’ equity	$	1,890,679	$	1,565,579

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2019, we had $18.1 million in cash on hand. The primary uses of our cash and cash equivalents are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) the cost of operations (including paying our Advisor); (3) debt service, repayment, and other financing costs; and, (4) cash distributions to the holders of our common shares.

We expect to generate additional cash from (1) future offerings of our common or preferred shares; (2) borrowings from our Revolving Credit Facility II, SPV Asset Facility, and Corporate Revolving Facility and from other banks or lenders; and, (3) cash flows from operations.

Cash on hand of $18.1 million combined with our uncalled capital commitments of $36.6 million, $11.0 million undrawn amount on our SPV Asset Facility, and $115.8 million undrawn amount on our Corporate Revolving Facility is expected to be sufficient for our investing activities and to conduct our operations for the foreseeable future.

Capital Share Activity

Since Commencement, we have entered into subscription agreements (collectively, the “Subscription Agreements”) with several investors, including CCG LP, providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase our common shares up to the amount of their respective capital commitments on an as-needed basis with a minimum of 10 business days’ prior notice. At September 30, 2019, we had received capital commitments totaling $423.6 million, of which $10.0 million was from CCG LP.

Since Commencement, pursuant to the Subscription Agreements, we have delivered twenty-one capital drawdown notices to our investors relating to the issuance of 19,549,661 of our common shares for an aggregate offering of $387.0 million. Proceeds from the issuance were used to fund our investing activities and for other general corporate purposes. As of September 30, 2019, the Company received all amounts relating to the twenty-one capital drawdown notices.

During the three and nine months ended September 30, 2019, we issued 19,667 and 52,734 shares of our common stock, respectively, to investors who have opted into our dividend reinvestment plan for proceeds of $390,098 and $1,038,853. For the three and nine months ended September 30, 2018, we issued 8,768 and 18,946 shares of our common stock, respectively, to investors who have opted into our dividend reinvestment plan for proceeds of $175,417 and $380,875.

Debt

Debt consisted of the following as of September 30, 2019 and December 31, 2018:


	September 30, 2019
($ in millions)	Aggregate Principal Amount Committed		Drawn Amount		Amount Available (1)		Carrying Value
SPV Asset Facility	$	250.0	$	239.0	$	11.0	$	239.0
Corporate Revolving Facility		200.0		84.2		115.8		84.2

Total Debt	$	450.0	$	323.2	$	126.8	$	323.2


	December 31, 2018
($ in millions)	Aggregate Principal Amount Committed		Drawn Amount (4)		Amount Available (1)		Carrying Value (2)
SPV Asset Facility	$	175.0	$	159.6	$	15.4	$	159.6
Revolving Credit Facility II (3)(5)(6)		85.0		78.3		7.2		77.8

Total Debt	$	260.0	$	237.9	$	22.6	$	237.4

(1)	The amount available is subject to any limitations related to the respective debt facilities’ borrowing bases and foreign currency translation adjustments.

(2)	The difference between the drawn amount and the carrying value is attributable to the effect of foreign currency rates as of the balance sheet dates versus foreign currency rates at the time of the respective non-USD borrowings. Carrying value excludes unamortized deferred financing costs.

(3)	The Company had outstanding debt denominated in Pound Sterling (GBP) of 2.5 million on its Revolving Credit Facility II.

(4)	For borrowings in non-USD, the drawn amount represents the USD equivalent at the time of borrowing (i.e. cost).

(5)	Total drawn amount payable after the effect of foreign currency translation as of December 31, 2018, was $77,751,742.

(6)	The Company had outstanding debt denominated in Euro (EUR) of 1.8 million on its Revolving Credit Facility II.

SPV Asset Facility

On March 28, 2016 Crescent Capital BDC Funding, LLC (“CCAP SPV”), a Delaware limited liability company and wholly owned and consolidated subsidiary of the Company, entered into a loan and security agreement (the “SPV Asset Facility”) with the Company as the collateral manager, seller and equityholder, CCAP SPV as the borrower, the banks and other financial institutions from time to time party thereto as lenders, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, collateral agent, and lender. The SPV Asset Facility is effective as of March 28, 2016. On February 8, 2017 the Company amended the SPV Asset Facility increasing the facility limit from $75 million to $125 million. On September 28, 2018 the Company further amended the SPV Asset Facility increasing the facility limit from $125 million to $175 million and extending the maturity date to September 28, 2023. On April 9, 2019 the Company further amended the SPV Asset Facility increasing the facility limit from $175 million to $250 million.

The maximum commitment amount under the SPV Asset Facility is $250 million, and may be increased with the consent of Wells Fargo or reduced upon request of the Company. Proceeds of the Advances under the SPV Asset Facility may be used to acquire portfolio investments, to make distributions to the Company in accordance with the SPV Asset Facility, and to pay related expenses. The maturity date is the earlier of: (a) the date the borrower voluntarily reduces the commitments to zero, (b) the Facility Maturity Date (September 28, 2023) and (c) the date upon which Wells Fargo declares the obligations due and payable after the occurrence of an Event of Default. Borrowings under the SPV Asset Facility bear interest at London Interbank Offered Rate (“LIBOR”) plus a margin with no LIBOR floor. The Company pays unused facility fees of 0.50% per annum on committed but undrawn amounts under the SPV Asset Facility. The SPV Asset Facility includes customary covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

Also on March 28, 2016, the Company, as seller, and CCAP SPV, as purchaser, entered into a loan sale agreement whereby the Company will sell certain assets to CCAP SPV. We consolidate CCAP SPV in our consolidated financial statements and no gain or loss is expected to result from the sale of assets to CCAP SPV. We retain a residual interest in assets contributed to or acquired by CBDC SPV through our 100% ownership of CCAP SPV. The facility size is subject to availability under the borrowing base, which is based on the amount of CCAP SPV’s assets from time to time, and satisfaction of certain conditions, including an asset coverage test and certain concentration limits.

Corporate Revolving Facility

Revolving Credit Facility II

Borrowings under the Revolving Credit Facility II bear interest at London Interbank Offered Rate (“LIBOR”) plus a margin with no LIBOR floor. The Company may elect either the LIBOR or prime rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company pays unused facility fees of 0.20% per annum on committed but undrawn amounts under the Revolving Credit Facility II. Interest is payable monthly in arrears. On June 28, 2018, the Company amended the Revolving Credit Facility II increasing the facility limit from $75 million to $85 million and extending the maturity date to June 29, 2019. On June 13, 2019, the Company further amended the Revolving Credit Facility II by extending the maturity date to September 29, 2019. The Company paid down in full and terminated the Revolving Credit Facility II on August 20, 2019.

The summary information regarding the SPV Asset Facility, Corporate Revolving Facility, and Revolving Credit Facility II for the three and nine months ended September 30, 2019 and September 30, 2018, were as follows:


	For the three months ended September 30,						For the nine months ended September 30,
	2019			2018			2019			2018
Borrowing interest expense	$	3,187,485		$	1,958,201		$	8,653,822		$	5,065,592
Unused facility fees		59,619			24,401			161,472			133,117
Amortization of upfront commitment fees		254,700			161,944			642,921			477,338
Amortization of deferred financing costs		21,937			30,656			47,764			107,323

Total interest and credit facility expenses	$	3,523,741		$	2,175,202		$	9,505,979		$	5,783,370

Weighted average interest rate		4.34	%		4.08	%		4.46	%		3.99	%
Weighted average outstanding balance	$	291,527,885		$	190,528,564		$	259,586,871		$	169,851,030

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 otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our SPV Asset Facility, Corporate Revolving Facility, and Revolving Credit Facility II. We would expect any such credit facilities to be secured by certain of our assets and contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the 1940 Act, is at least 2 to 1 after such borrowing. As of September 30, 2019 and December 31, 2018, our asset coverage ratio was 2.17 to 1 and 2.08 to 1, respectively. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions. See Note 6. Debt to our consolidated financial statements for more detail on the debt facilities.

OFF BALANCE SHEET ARRANGEMENTS

Information on our off balance sheet arrangements is contained in Note 8. Commitments, Contingencies and Indemnifications to our consolidated financial statements.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. The critical accounting policies should be read in connection with our risk factors as disclosed herein and in our Registration Statement on Form 10.

In addition to the discussion below, our critical accounting policies are further described in Note 2. Summary of Significant Accounting Policies to our consolidated financial statements.

Investment Valuation

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

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

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

The Board oversees and supervises a multi-step valuation process, which includes, among other procedures, the following:

•

The valuation process begins with each investment being initially valued by the investment professionals responsible for the portfolio investment in conjunction with the portfolio management team.

•

The Advisor’s management reviews the preliminary valuations with the investment professionals. Agreed upon valuation recommendations are presented to the Audit Committee.

•

The Audit Committee reviews the valuations presented and recommends values for each investment to the Board.

•

The Company currently conducts this valuation process on a quarterly basis.

In connection with debt and equity securities that are valued at fair value in good faith by the Board, the Board will engage (with certain de minimis exceptions) independent third-party valuation firms to perform certain limited procedures that the Board has identified.

Equity Offering and Organization Expenses

The Advisor incurred costs on behalf of the Company of $794,450 of equity offering costs and $567,895 of organization costs through Commencement. For the nine months ended September 30, 2019, the Advisor allocated to the Company $190,668 of equity offering costs and $136,295 of organization costs, of which $108,988 was included in Due to Advisor on the Consolidated Statements of Assets and Liabilities at September 30, 2019. Since June 26, 2015 (Commencement), the Advisor has allocated to the Company $794,450 of equity offering costs and $567,895 of organization costs.

Interest and Dividend Income Recognition

Income Taxes

New Accounting Standards

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.

Valuation Risk

We have invested, and plan to continue to invest, in illiquid debt and equity securities of private companies. These investments will generally not have a readily available market price, and we will value these investments at fair value as determined in good faith by our 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. See Note 2. Summary of Significant Accounting Policies to our consolidated financial statements for more details on estimates and judgments made by us in connection with the valuation of our investments.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We also fund a portion of our investments with borrowings and our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate-sensitive assets to our interest rate-sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

As of September 30, 2019, 97.7% of the investments at fair value in our portfolio were at variable rates, subject to interest rate floors. The SPV Asset Facility, Corporate Revolving Facility, and Revolving Credit Facility II also bear interest at variable rates.

Assuming that our Consolidated Statements of Assets and Liabilities as of September 30, 2019 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (considering interest rate floors for floating rate instruments):

($ in millions)


Basis Point Change	Interest Income		Interest Expense		Increase (decrease) in net assets resulting from operations
Up 300 basis points	$	20.4	$	9.7	$	10.7
Up 200 basis points	$	13.6	$	6.5	$	7.1
Up 100 basis points	$	6.8	$	3.2	$	3.6
Down 25 basis points	$	(1.7)	$	(0.8)	$	(0.9)
Down 100 basis points	$	(6.7)	$	(3.2)	$	(3.5)

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.

We may in the future hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.

Currency Risk

From time to time, we may make investments that are denominated in a foreign currency. These investments are converted into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. To the extent the loan or investment is based on a floating rate, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate. As of September 30, 2019, we had £5.9 million and €15.9 million notional exposure to foreign currency forward contracts related to investments totaling £6.1 million and €16.4.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting 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

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

Item 1A.

Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors set forth below and the risk factors discussed in Part II, “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 and Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Sales of unregistered securities

(a) None

(b) None

(c) Issuer purchases of equity securities

The following table provides information regarding purchases of our common shares by CCG LP for each month in the three month period ended September 30, 2019:


Period	Average Price Paid per Share		Total Number of Shares Purchased		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 2019	$	19.79		76,007.20		—	$	863,743
August 2019		—		—		—		863,743
September 2019		—		—		—		863,743

Total	$	—		—		—	$	863,743

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

[Reserved]

Item 5.

Other Information

None.

Item 6.

Exhibits.

(a) Exhibits.



2.1		Agreement and Plan of Merger, dated August 12, 2019, by and among the Company, Atlantis Acquisition Sub, Inc., Alcentra Capital Corporation and Crescent Cap Advisors, LLC (formerly CBDC Advisors, LLC) (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on August 13, 2019).

2.2		Amendment No. 1, dated September 27, 2019, to Agreement and Plan of Merger by and among the Company, Atlantis Acquisition Sub, Inc., Alcentra Capital Corporation and Crescent Cap Advisors, LLC (incorporated by reference to Annex B to the Company’s Preliminary Proxy Statement filed on October 3, 2019.

2.3		Agreement and Plan of Merger, dated September 27, 2019, by and between the Company and Crescent Reincorporation Sub, Inc. (filed herewith)

3.1		Conformed Copy of Amended and Restated Certificate of Incorporation of Crescent Capital BDC, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q filed on August 13, 2019).

3.2		Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000-55380) filed on June 5, 2015).

10.1		Transaction Support Agreement, dated August 12, 2019, by and between the Company and CBDC Advisors, LLC (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on August 13, 2019).

10.2		Loan and Security Agreement, dated August 20, 2019, by and among the Company, each of the lenders from time to time party thereto and Ally Bank (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on September 5, 2019).

31.1		Certification of Chief Executive Officer, Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2		Certification of Chief Financial Officer, Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32		Certification of Chief Executive Officer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

SIGNATURES

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


	Crescent Capital BDC, INC.

Date: November 7, 2019	By:	/s/ Jason A. Breaux
		Jason A. Breaux
		Chief Executive Officer

Date: November 7, 2019	By:	/s/ Gerhard Lombard
		Gerhard Lombard
		Chief Financial Officer

Exhibit 2.3

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 27, 2019, between Crescent Reincorporation Sub, Inc., a Maryland corporation (the “Surviving Entity”), and Crescent Capital BDC, Inc., a Delaware corporation (the “Merging Entity”).

RECITALS

WHEREAS, the Surviving Entity is a wholly owned subsidiary of the Merging Entity;

WHEREAS, the Board of Directors of the Merging Entity and the Board of Directors of the Surviving Entity each have determined that a merger of the Merging Entity with and into the Surviving Entity is in the best interests of their respective corporations and stockholders, and accordingly have agreed to effect the merger provided for herein upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, the parties hereto hereby adopt the plan of reorganization encompassed by this agreement and agree as follows:

ARTICLE 1

1. The Merger.

1.1 The Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.3), the Merging Entity shall be merged with and into the Surviving Entity in accordance with this Agreement and the separate corporate existence of the Merging Entity shall thereupon cease (the “Merger”). The Surviving Entity shall be the surviving entity in the Merger. The Merger shall have the effects specified in Section 3-114 of the Maryland General Corporation Law (the “MGCL”) and Section 259 of the Delaware General Corporation (the “DGCL”).

1.2 The Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at such time, date or place as the Merging Entity and the Surviving Entity may agree. The date on which the Closing occurs is hereinafter referred to as the “Closing Date.”

1.3 Effective Time. If all the conditions to the Merger set forth in Article 5 shall have been fulfilled or waived in accordance herewith and this Agreement shall not have been terminated as provided in Article 6, the parties hereto shall cause Articles of Merger relating to the Merger (the “Articles of Merger”) and a Certificate of Ownership and Merger relating to the Merger (the “Certificate of Merger”) to be properly executed, verified and delivered for filing in accordance with the MGCL and the DGCL on the Closing Date. The Merger shall become effective upon the later of the acceptance for record of the Articles of Merger by the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL or the filing of the Certificate of Merger with the Secretary of State of Delaware (the “Delaware Secretary”) in accordance with the DGCL or at such later time which the parties hereto shall have agreed upon and designated in such filings in accordance with applicable law as the effective time of the Merger (the “Effective Time”).

ARTICLE 2

2. Name, Charter and Bylaws of the Surviving Entity.

2.1 Name of the Surviving Entity. The name of the Surviving Entity shall be “Crescent Capital BDC, Inc.”

2.2 Charter. The charter of the Surviving Entity shall be substantially in the form attached hereto as Exhibit A (the “Surviving Entity Charter”) until duly amended in accordance with applicable law.

2.3 Bylaws. The Bylaws of the Surviving Entity immediately prior to the Effective Time (the “Surviving Entity Bylaws”) shall be the Bylaws of the Surviving Entity as of the Effective Time until duly amended in accordance with applicable law.

ARTICLE 3

3. Directors and Officers of the Surviving Entity.

3.1 Directors. The directors of the Merging Entity immediately prior to the Effective Time shall be the directors of the Surviving Entity as of the Effective Time.

3.2 Officers. The officers of the Merging Entity immediately prior to the Effective Time shall be the officers of the Surviving Entity as of the Effective Time.

ARTICLE 4

4. Effect of Merger on Shares of Stock.

4.1 Effect of Merger on Shares of Stock of the Merging Entity. At the Effective Time, each issued and outstanding share of common stock, par value $0.001 per share, of the Merging Entity (“Merging Entity Common Stock”) issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without an exchange of certificates or any action on the part of the holder thereof, be converted into one issued and outstanding share of common stock, par value $0.001 per share, of the Surviving Entity (“Surviving Entity Common Stock”).

4.2 Effect of Merger on Shares of Stock of the Surviving Entity. At the Effective Time, each issued and outstanding share of Surviving Entity Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and retired without any conversion thereof and no payment or distribution of any consideration shall be made with respect thereto.

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4.3 Stock Certificates. Upon and after the Effective Time, all of the outstanding certificates which prior to that time represented shares of Merging Entity Common Stock will be deemed for all purposes to evidence ownership of and to represent the shares of Surviving Entity Common Stock into which the shares of the Merging Entity represented by such certificates have been converted as herein provided. The registered owner on the books and records of the Merging Entity or its transfer agent of any such outstanding stock certificate will, until such certificate is surrendered for transfer or conversion or otherwise accounted for to the Surviving Entity or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividend and other distributions upon, the shares of Surviving Entity Common Stock.

ARTICLE 5

5. Representations and Warranties of the Merging Entity.

5.1 Corporate Existence. The Merging Entity is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

5.2 Capacity. The Merging Entity has all corporate right, power and legal capacity to execute and deliver this Agreement and, subject to obtaining the Required Stockholder Approval (as defined in Section 8.1(a)), to perform its obligations hereunder.

5.3 Authority; Enforceability. The execution, delivery and performance by the Merging Entity of this Agreement and the consummation by the Merging Entity of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action and no other corporate proceedings on the part of the Merging Entity are necessary to approve the Merger or to consummate the transaction contemplated hereby (other than obtaining the Required Stockholder Approval and the filing with and acceptance for record by the SDAT of the Articles of Merger in accordance with the MGCL and the filing with the Delaware Secretary of the Certificate of Merger in accordance with the DGCL). This Agreement has been duly and validly executed and delivered by the Merging Entity and, assuming the valid execution and delivery of the Agreement by the Surviving Entity, constitutes the legal, valid and binding obligation of the Merging Entity, enforceable against the Merging Entity in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws, now or hereafter in effect, affecting enforcement of creditors’ rights and remedies generally, and general principles of equity affecting the availability of specific performance or other equitable remedies.

5.4 Capitalization. As of the date hereof, the authorized stock of the Merging Entity consists of 200,000,000 shares of Merging Entity Common Stock and 10,000 shares of preferred stock, par value $0.001 per share (“Merging Entity Preferred Stock”). As of the close of business on September 27, 2019, 19,549,661 shares of Merging Entity Common Stock and no shares of Merging Entity Preferred Stock were issued and outstanding. No subscription, option, warrant, call, conversion right or commitment of any kind exists which obligates the Merging Entity to issue any equity securities or to grant any right to acquire such equity securities. The Merging Entity does not have any obligation (contingent or otherwise) to

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purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Merging Entity. All outstanding shares of stock of the Merging Entity are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

ARTICLE 6

6. Representations and Warranties of the Surviving Entity.

6.1 Corporate Existence. The Surviving Entity is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland.

6.2 Capacity. The Surviving Entity has all corporate right, power and legal capacity to execute and deliver this Agreement and to perform its obligations hereunder.

6.3 Authority; Enforceability. The execution, delivery and performance by the Surviving Entity of this Agreement and the consummation by the Surviving Entity of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action and no other corporate proceedings on the part of the Surviving Entity are necessary to approve the Merger or to consummate the transaction contemplated hereby (other than the filing with and acceptance for record by the SDAT of the Surviving Entity Charter and the Articles of Merger in accordance with the MGCL and the filing with the Delaware Secretary of the Certificate of Merger in accordance the DGCL). This Agreement has been duly and validly executed and delivered by the Surviving Entity and, assuming the valid execution and delivery of the Agreement by the Merging Entity, constitutes the legal, valid and binding obligation of the Surviving Entity, enforceable against the Surviving Entity in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws, now or hereafter in effect, affecting enforcement of creditors’ rights and remedies generally, and general principles of equity affecting the availability of specific performance or other equitable remedies.

ARTICLE 7

7. Additional Agreements.

7.1 Approvals and Filings. As promptly as practicable following the date of this Agreement, the Surviving Entity and the Merging Entity shall prepare and file all documentation (including a registration statement on Form N-14 and a proxy statement, as applicable) and seek approval from their respective stockholders (including, with respect to the Merging Entity, calling a special meeting of stockholders) to the extent required under their respective governing documents, the DGCL, the MGCL and applicable securities laws in connection with the Merger and the other transactions described in this Agreement.

7.2 Charter and Bylaws. The Surviving Entity shall take or cause to be taken such action as may be necessary to approve the Surviving Entity Charter and the Surviving Entity Bylaws and to file the Surviving Entity Charter with the SDAT prior to the Effective Time.

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7.3 Directors and Officers. The Surviving Entity shall cause to be taken such action as may be necessary to increase the number of directors of the Surviving Entity to five and to elect the directors and officers of the Merging Entity immediately prior to the Effective Time as the directors and officers of the Surviving Entity as of the Effective Time.

ARTICLE 8

8. Closing Conditions.

8.1 Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:

(a) The Merger shall have been duly approved by the holders of a majority of the outstanding shares of Merging Entity Common Stock entitled to vote on the Merger (the “Required Stockholder Approval”) in accordance with applicable law.

(b) No court or other governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, injunction, judgment or ruling (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or makes illegal consummation of the Merger.

8.2 Conditions to the Obligation of the Merging Entity. The obligation of the Merging Entity to effect the Merger is subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:

(a) The representations and warranties of the Surviving Entity contained in this Agreement shall be true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date shall have been true and correct only as of such date).

(b) The Surviving Entity shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it as of the Closing.

8.3 Conditions to the Obligation of the Surviving Entity. The obligation of the Surviving Entity to effect the Merger is subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:

(a) The representations and warranties of the Merging Entity contained in this Agreement shall be true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date shall have been true and correct only as of such date).

(b) The Merging Entity shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it as of the Closing.

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ARTICLE 9

9. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval of the Merger by the stockholders of the Merging Entity, by the mutual written consent of the Merging Entity and the Surviving Entity.

ARTICLE 10

10. General Provisions.

10.1 Entire Agreement. This Agreement, the Exhibits and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon any party hereto unless made in writing and signed by all parties hereto.

10.2 Amendment. This Agreement may be amended by the parties hereto, by action taken by their respective Boards of Directors, at any time before or after approval of the Merger by the stockholders of the Merging Entity, but after any such stockholder approval, no amendment shall be made which by law requires the further approval of the stockholders of the Merging Entity without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

10.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland and the State of Delaware without regard to its rules of conflict of laws.

10.4 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.

10.5 Headings. Headings of the Articles and Sections of this Agreement are for the convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

10.6 Interpretation. In this Agreement, unless the context otherwise requires, words describing the singular number shall include the plural and vice versa, and words denoting any gender shall include all genders and words denoting natural persons shall include corporations and partnerships and vice versa.

10.7 Incorporation. All Exhibits attached hereto and referred to herein are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein.

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10.8 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Agreement and caused the same to be duly delivered on their behalf on the day and year first written above.


Crescent Capital BDC, INC.

By:		/s/ Jason A. Breaux
		Jason A. Breaux
		Chief Executive Officer

Crescent Reincorporation Sub, Inc.

By:		/s/ Jason A. Breaux
		Jason A. Breaux
		Chief Financial Officer

[Signature Page to Reincorporation Plan of Merger - Crescent Reincorporation Sub, Inc.]

EXHIBIT A

SURVIVING ENTITY CHARTER

CRESCENT REINCORPORATION SUB, INC.

ARTICLES OF AMENDMENT AND RESTATEMENT

FIRST: Crescent Reincorporation Sub, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended.

SECOND: The following provisions are all the provisions of the charter of the Corporation currently in effect and as hereinafter amended:

ARTICLE I

INCORPORATOR

Christopher W. Pate, whose address is 750 East Pratt Street, Suite 900, Baltimore, Maryland 21202, being at least 18 years of age, formed a corporation under the general laws of the State of Maryland on September 10, 2019.

ARTICLE II

NAME

The name of the corporation (the “Corporation”) is:

Crescent Capital BDC, Inc.

ARTICLE III

PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or obligation, conducting and carrying on the business of a business development company under the Investment Company Act of 1940, as amended, and the rules promulgated thereunder (the “1940 Act”)) for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.

ARTICLE IV

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 Saint Paul Street, Suite 820, Baltimore, Maryland 21202. The name of the resident agent of the Corporation in the State of Maryland is CSC-Lawyers Incorporating Service Company, 7 Saint Paul Street, Suite 820, Baltimore, Maryland 21202. The resident agent is a Maryland corporation.

ARTICLE V

PROVISIONS FOR DEFINING, LIMITING

AND REGULATING CERTAIN POWERS OF THE

CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

Section 5.1 Number, Classification and Election of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation is five, which number may be increased or decreased only by the Board of Directors pursuant to the Bylaws of the Corporation (the “Bylaws”), but shall never be less than the minimum number required by the Maryland General Corporation Law (the “MGCL”).

The directors (other than any director elected solely by holders of shares of one or more classes or series of stock of the Corporation established pursuant to Section 6.4 hereof) shall be classified into three classes, Class I, Class II and Class III. Directors in Class II shall serve for a term ending at the annual meeting of stockholders to be held in 2020, directors in Class III shall serve for a term ending at the annual meeting of stockholders to be held in 2021 and directors in Class I shall serve for a term ending at the annual meeting of stockholders to be held in 2022 and, in each such case, until their successors are duly elected and qualify or until their earlier death, resignation or removal. The number of directors in each class shall be as

nearly equal in number as possible, as determined by the Board of Directors. At each annual meeting of the stockholders, the successors to the class of directors whose term expires at such meeting shall be elected to serve for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualify. The names of the directors who shall serve until their successors are duly elected and qualify are:¹


Name		Class
George G. Strong, Jr.		I
John S. Bowman		II
Michael S. Segal		II
Steven F. Strandberg		III
Christopher G. Wright		III

The Corporation elects, at such time as it becomes eligible to make the election provided for under Section 3-804(c) of the MGCL, that, subject to any requirements of the 1940 Act applicable to the Corporation and except as may be provided by the Board of Directors in setting the terms of any class or series of Preferred Stock (as defined herein), any and all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the class in which such vacancy occurred and until a successor is duly elected and qualifies.

¹	Current directors will need to increase the size of the Board from three to five directors and elect the five named individuals as directors effective upon their resignations.

Section 5.2 Extraordinary Actions. Except as specifically provided in Section 5.6 (relating to removal of directors) and in Section 7.2 (relating to certain actions and certain amendments to the charter of the Corporation (the “Charter”)), notwithstanding any provision of law requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 5.3 Authorization by Board of Stock Issuance. The Board of Directors may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws.

Section 5.4 Preemptive and Appraisal Rights. Except as may be provided by the Board of Directors in setting the terms of classified or reclassified shares of stock pursuant to Section 6.4 or as may otherwise be provided by a contract approved by the Board of Directors, no holder of shares of stock of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell. Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon such terms and conditions as specified by the Board of Directors, shall determine that such rights apply, with respect to all or any shares of all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

Section 5.5 Determinations by Board. The determination as to any of the following matters, made by or pursuant to the direction of the Board of Directors, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, acquisition of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, cash flow, funds from operations, adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the Corporation) or of the Bylaws; the number of shares of stock of any class or series of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stock of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entity; the compensation of directors, officers, employees or agents of the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors.

Section 5.6 Removal of Directors. Subject to the rights of holders of one or more classes or series of stock established pursuant to Section 6.4 hereof to elect or remove one or more directors, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and then only by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.

Section 5.7 Advisor Agreements. Subject to such approval of stockholders and other conditions, if any, as may be required by any applicable statute, rule or regulation, the Board of Directors may authorize the execution and performance by the Corporation of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other organization whereby, subject to the supervision and control of the Board of Directors, any such other person, corporation, association, company, trust, partnership (limited or general) or other organization shall render or make available to the Corporation managerial, investment, advisory and/or related services, office space and other services and facilities (including, if deemed advisable by the Board of Directors, the management or supervision of the investments of the Corporation) upon such terms and conditions as may be provided in such agreement or agreements (including, if deemed fair and equitable by the Board of Directors, the compensation payable thereunder by the Corporation).

Section 5.8 Corporate Opportunities. The Corporation shall have the power, by resolution of the Board of Directors, to renounce any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are presented to the Corporation or developed by or presented to one or more directors or officers of the Corporation, including any director or officer who also serves as a director, officer or employee of any entity that provides investment advisory services to the Corporation or as a member of the investment committee of any such entity.

ARTICLE VI

STOCK

Section 6.1 Authorized Shares. The Corporation has authority to issue 200,010,000 shares of stock, consisting of 200,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), and 10,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $200,010. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to Section 6.2, 6.3 or 6.4 of this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

Section 6.2 Common Stock. Except as may otherwise be specified in the Charter, each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors may reclassify any unissued shares of Common Stock from time to time into one or more classes or series of stock.

Section 6.3 Preferred Stock. The Board of Directors may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any series from time to time, into one or more classes or series of stock.

Section 6.4 Classified or Reclassified Shares. Prior to issuance of classified or reclassified shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 6.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and expressly set forth in the articles supplementary or other Charter document.

Section 6.5 Inspection of Books and Records. A stockholder that is otherwise eligible under applicable law to inspect the Corporation’s books of account or stock ledger or other specified documents of the Corporation shall have no right to make such inspection if the Board of Directors determines that such stockholder has an improper purpose for requesting such inspection.

Section 6.6 Special Effective Date of Transfer. During the period beginning with the merger of Crescent Capital BDC, Inc., a Delaware corporation, with and into the Corporation (the “Reincorporation Merger”) and ending 365 days after the date of the listing of the Common Stock on a national securities exchange (the “Listing”), any transfer (whether by sale, gift, merger, operation of law or otherwise), exchange, assignment, pledge, hypothecation or other disposition or encumbrance (collectively, “Transfer”) of any shares of Common Stock acquired by a stockholder attendant to the Reincorporation Merger shall be prohibited, and therefore not effective, until the later of (a) the applicable Effective Date described in this Section 6.6 and (b) the date of such Transfer, unless (i) the Board of Directors provides prior written consent permitting an earlier Effective Date and (ii) the Transfer is made in accordance with applicable securities and other laws. The “Effective Date” shall mean 180 days after the date of the Listing for one-third of the shares of Common Stock acquired by a stockholder in the Reincorporation Merger, 270 days after the date of the Listing for an additional one-third of the shares of Common Stock acquired by a stockholder in the Reincorporation Merger and 365 days after the date of the Listing for the remaining one-third of the shares of Common Stock acquired by a stockholder in the Reincorporation Merger. The Board of Directors may impose certain

conditions in connection with granting its consent to an earlier Effective Date and any such consent shall be granted in the sole discretion of the Board of Directors. Any purported Transfer of any shares of Common Stock effected on an earlier Effective Date in violation of this Section 6.6 shall have no force or effect, and the Corporation shall not register or permit registration of (and shall direct its transfer agent, if any, not to register or permit registration of) any such purported Transfer on its books and records until the applicable Effective Date. The restrictions on Transfer in this Section 6.6 shall have no force or effect with regard to any shares of Common Stock acquired by a stockholder following the Reincorporation Merger from the Corporation or its subsidiaries.

Section 6.7 Charter and Bylaws. The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws.

ARTICLE VII

AMENDMENTS; CERTAIN EXTRAORDINARY TRANSACTIONS

Section 7.1 Amendments Generally. The Corporation reserves the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock. All rights and powers conferred by the Charter on stockholders, directors and officers are granted subject to this reservation.

Section 7.2 Approval of Certain Extraordinary Actions and Charter Amendments.

(a) Required Votes. The affirmative vote of stockholders entitled to cast at least 80% of the votes entitled to be cast on the matter, each voting as a separate class, shall be necessary to effect:

(i) Any amendment to the Charter to make the Common Stock a “redeemable security” or to convert the Corporation, whether by merger or otherwise, from a “closed-end company” to an “open-end company” (as such terms are defined in the 1940 Act);

(ii) The liquidation or dissolution of the Corporation and any amendment to the Charter to effect any such liquidation or dissolution; and

(iii) Any amendment to Section 5.1, Section 5.2, Section 5.6, Section 7.1 or this Section 7.2; provided, however, that, if the Continuing Directors (as defined herein), by a vote of at least two-thirds of such Continuing Directors, in addition to approval by the Board of Directors, approve such proposal or amendment, the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast shall be required to approve such matter.

(b) Continuing Directors. “Continuing Directors” shall mean the directors identified in Article V, Section 5.1 and the directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of the Continuing Directors then on the Board of Directors.

ARTICLE VIII

LIMITATION OF LIABILITY; INDEMNIFICATION AND ADVANCE OF EXPENSES

Section 8.1 Limitation of Liability. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages.

Section 8.2 Indemnification and Advance of Expenses. To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, trustee, member, manager or partner of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance of expenses provided herein shall vest immediately upon election of a director or officer. The Corporation may, with the approval of the Board of Directors, provide such indemnification and advance of expenses to an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expenses provided herein shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

Section 8.3 1940 Act. The provisions of this Article VIII shall be subject to the limitations of the 1940 Act applicable to the Corporation.

Section 8.4 Amendment or Repeal. Neither the amendment nor repeal of this Article VIII, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Article VIII, shall apply to or affect in any respect the applicability of the preceding sections of this Article VIII with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE IX

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any Internal Corporate Claim, as such term is defined in Section 1-101(p) of the MGCL, including, without limitation, (i) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation or (ii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL, the Charter or the Bylaws, or (c) any other action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine.

THIRD: The amendment and restatement of the charter as hereinabove set forth have been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.

FOURTH: The current address of the principal office of the Corporation is as set forth in Article IV of the foregoing amendment and restatement of the charter.

FIFTH: The name and address of the Corporation’s current resident agent are as set forth in Article IV of the foregoing amendment and restatement of the charter.

SIXTH: The number of directors of the Corporation and the names of those currently in office are as set forth in Article V of the foregoing amendment and restatement of the charter.

SEVENTH: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment and restatement of the charter was 1,000, consisting of 1,000 shares of common stock, par value $0.001 per share. The aggregate par value of all shares of stock having par value was $1.

EIGHTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and restatement of the charter is 200,010,000, consisting of 200,000,000 shares of common stock, par value $0.001 per share, and 10,000 shares of preferred stock, par value $0.001 per share. The aggregate par value of all authorized shares of stock having par value is $200,010.

NINTH: The undersigned acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Secretary on this _____ day of ____________, 2019.

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Jason A. Breaux, certify that:

(1)

I have reviewed this Quarterly Report on Form 10-Q of Crescent Capital BDC, Inc.;

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Gerhard Lombard, certify that:

(1)

I have reviewed this Quarterly Report on Form 10-Q of Crescent Capital BDC, Inc.;

(2)

(3)

(4)

(5)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32

Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Crescent Capital BDC, Inc. (the “Company”) for the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company, does hereby certify, to the best of such officer’s knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Jason A. Breaux
Name:		Jason A. Breaux
Title:		Chief Executive Officer
Date:		November 7, 2019

/s/ Gerhard Lombard
Name:		Gerhard Lombard
Title:		Chief Financial Officer
Date:		November 7, 2019