TCG BDC II, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - TCG BDC II, Inc.	bdc2-2q2018_311exhibit.htm
EX-32.2 - EXHIBIT 32.2 - TCG BDC II, Inc.	bdc2-2q2018_322exhibit.htm
EX-32.1 - EXHIBIT 32.1 - TCG BDC II, Inc.	bdc2-2q2018_321exhibit.htm
EX-31.2 - EXHIBIT 31.2 - TCG BDC II, Inc.	bdc2-2q2018_312exhibit.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended June 30, 2018



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

For the transition period to

Commission File No. 000-55848

TCG BDC II, INC.

(Exact name of Registrant as specified in its charter)



Maryland		81-5320146
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

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

(Address of principal executive office) (Zip Code)

(212) 813-4900

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐

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



Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	o

Emerging Growth Company	x

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. x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Class	Outstanding at August 8, 2018
Common stock, $0.01 par value	8,056,122

TCG BDC II, INC.

INDEX




Part I.	Financial Information
Item 1.	Financial Statements
	Statements of Assets and Liabilities as of June 30, 2018 (unaudited) and December 31, 2017	3
	Statements of Operations for the three month and six month periods ended June 30, 2018 (unaudited)	4
	Statement of Changes in Net Assets for the six month period ended June 30, 2018 (unaudited)	5
	Statement of Cash Flows for the six month period ended June 30, 2018 (unaudited)	6
	Schedules of Investments as of June 30, 2018 (unaudited) and December 31, 2017	7
	Notes to Financial Statements (unaudited)	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44
Part II.	Other Information
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	46
	Signatures	48

TCG BDC II, INC.

STATEMENTS OF ASSETS AND LIABILITIES

(dollar amounts in thousands, except per share data)



	June 30, 2018		December 31, 2017
ASSETS	(unaudited)
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $294,747 and $80,407, respectively)	$	299,074	$	81,289
Cash and cash equivalents	18,642		70,570
Deferred financing costs	1,726		1,090
Deferred offering costs	220		717
Interest receivable from non-controlled/non-affiliated investments	1,668		421
Prepaid expenses and other assets	1,621		371
Total assets	$	322,951	$	154,458
LIABILITIES
Secured borrowings (Note 5)	$	143,150	$	60,750
Payable for investments purchased	8,780		7,463
Due to Investment Adviser	33		2,747
Interest and credit facility fees payable (Note 5)	818		146
Dividend payable (Note 7)	2,263		—
Management fees payable (Note 4)	409		252
Administrative service fees payable (Note 4)	69		22
Other accrued expenses and liabilities	612		356
Total liabilities	156,134		71,736
Commitments and contingencies (Notes 6 and 9)
NET ASSETS
Common stock, $0.01 par value; 200,000,000 shares authorized; 8,056,122 shares and 4,130,683 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	81		41
Paid-in capital in excess of par value	162,400		82,507
Accumulated net investment income (loss), net of cumulative dividends of $3,574 and $0 at June 30, 2018 and December 31, 2017, respectively	9		(708		)
Accumulated net unrealized appreciation (depreciation)	4,327		882
Total net assets	$	166,817	$	82,722
NET ASSETS PER SHARE	$	20.71	$	20.03

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

TCG BDC II, INC.

STATEMENTS OF OPERATIONS

(dollar amounts in thousands, except per share data)

(unaudited)



	For the three month period ended		For the six month period ended
	June 30, 2018		June 30, 2018
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	4,292	$	6,983
Other income	101		153
Total investment income from non-controlled/non-affiliated investments	4,393		7,136
Total investment income	4,393		7,136
Expenses:
Organization costs (Note 2)	—		7
Offering costs (Note 2)	277		575
Management fees (Note 4)	409		690
Professional fees	181		282
Administrative service fees (Note 4)	108		208
Interest expense (Note 5)	719		1,028
Credit facility fees (Note 5)	315		519
Directors’ fees and expenses	52		102
Other general and administrative	179		326
Total expenses	2,240		3,737
Net investment income (loss)	2,153		3,399
Net change in unrealized appreciation (depreciation) on investments:
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	2,813		3,445
Net change in unrealized appreciation (depreciation) on investments	2,813		3,445
Net increase (decrease) in net assets resulting from operations	$	4,966	$	6,844
Basic and diluted earnings per common share (Note 7)	$	0.88	$	1.38
Weighted-average shares of common stock outstanding—Basic and Diluted (Note 7)	5,665,650		4,948,656
Dividends declared per common share (Note 7)	$	0.37	$	0.67

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

TCG BDC II, INC.

STATEMENT OF CHANGES IN NET ASSETS

(dollar amounts in thousands)

(unaudited)



	For the six month period ended
	June 30, 2018
Increase (decrease) in net assets resulting from operations:
Net investment income (loss)	$	3,399
Net change in unrealized appreciation (depreciation) on investments	3,445
Net increase (decrease) in net assets resulting from operations	6,844
Capital transactions:
Common stock issued	80,825
Dividends declared (Note 10)	(3,574		)
Net increase (decrease) in net assets resulting from capital share transactions	77,251
Net increase (decrease) in net assets	84,095
Net assets at beginning of period	82,722
Net assets at end of period	$	166,817

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

TCG BDC II, INC.

STATEMENT OF CASH FLOWS

(dollar amounts in thousands)

(unaudited)



	For the six month period ended
	June 30, 2018
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	6,844
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Amortization of deferred financing costs	289
Amortization of deferred offering costs	575
Net accretion of discount on investments	(185		)
Net change in unrealized (appreciation) depreciation on investments	(3,445		)
Cost of investments purchased and change in payable for investments purchased	(217,596		)
Proceeds from sales and repayments of investments and change in receivable for investments sold	4,758
Changes in operating assets:
Interest receivable	(1,247		)
Prepaid expenses and other assets	(1,250		)
Changes in operating liabilities:
Due to Investment Adviser	(2,714		)
Interest and credit facility fees payable	672
Management fees payable	157
Administrative service fees payable	47
Other accrued expenses and liabilities	256
Net cash provided by (used in) operating activities	(212,839		)
Cash flows from financing activities:
Proceeds from issuance of common stock	80,825
Borrowings on Subscription Facility	161,400
Repayments of Subscription Facility	(79,000		)
Dividends paid in cash	(1,311		)
Debt issuance costs paid	(925		)
Offering costs paid	(78		)
Net cash provided by (used in) financing activities	160,911
Net increase (decrease) in cash and cash equivalents	(51,928		)
Cash and cash equivalents, beginning of period	70,570
Cash and cash equivalents, end of period	$	18,642
Supplemental disclosures:
Interest paid during the period	$	408
Dividends declared during the period	$	3,574

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

TCG BDC II, INC.

SCHEDULE OF INVESTMENTS

As of June 30, 2018

(dollar amounts in thousands)

(unaudited)



Investments—non-controlled/non-affiliated ⁽¹⁾	Industry	Reference Rate & Spread ⁽²⁾	Interest Rate ⁽²⁾	Acquisition Date	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁴⁾		Fair Value ⁽⁵⁾		Percentage of Net Assets
First Lien Debt (79.91%)
Aero Operating, LLC (Dejana Industries, Inc.) ^(2)(3)(6)	Business Services	L + 7.25%	9.23%	1/5/2018	12/29/2022	$	5,881	$	5,828	$	5,920	3.55	%
Alpine SG, LLC ⁽²⁾⁽³⁾	High Tech Industries	L + 6.00%	8.09%	2/2/2018	11/16/2022	3,405		3,380		3,411		2.05
Analogic Corporation ^(2)(3)(6)	Healthcare & Pharmaceuticals	L + 6.00%	8.08%	6/22/2018	6/22/2024	35,337		34,566		34,853		20.89
BeyondTrust Software, Inc. ⁽²⁾⁽³⁾	Software	L + 6.25%	8.61%	11/21/2017	11/21/2023	7,960		7,854		8,015		4.80
Central Security Group, Inc. ⁽²⁾⁽³⁾	Consumer Services	L + 5.63%	7.72%	4/5/2018	10/6/2021	5,984		5,956		5,984		3.59
CircusTrix Holdings, LLC ^(2)(3)(6)	Hotel, Gaming & Leisure	L + 5.50%	7.81%	2/2/2018	12/16/2021	9,259		9,168		9,249		5.54
Comar Holding Company, LLC ^(2)(3)(6)	Containers, Packaging & Glass	L + 5.25%	7.58%	6/18/2018	6/18/2024	26,671		25,985		26,263		15.74
Dade Paper & Bag, LLC ⁽²⁾⁽³⁾	Forest Products & Paper	L + 7.00%	9.09%	1/24/2018	6/9/2024	6,313		6,253		6,297		3.78
Datto, Inc. ^(2)(3)(6)	High Tech Industries	L + 8.00%	10.05%	12/7/2017	12/7/2022	17,667		17,420		17,962		10.77
Derm Growth Partners III, LLC (Dermatology Associates) ^(2)(3)(6)	Healthcare & Pharmaceuticals	L + 6.25%	8.58%	2/15/2018	5/31/2022	11,761		11,511		11,709		7.02
Ensono, LP ⁽²⁾⁽³⁾	Telecommunications	L + 5.25%	7.34%	4/30/2018	6/27/2025	8,667		8,582		8,640		5.18
GRO Sub Holdco, LLC (Grand Rapids) ^(2)(3)(6)	Healthcare & Pharmaceuticals	L + 6.00%	8.33%	2/28/2018	2/22/2024	6,914		6,710		6,878		4.12
Innovative Business Services, LLC ^(2)(3)(6)	High Tech Industries	L + 5.50%	7.82%	4/5/2018	4/5/2023	16,389		15,802		16,065		9.63
NES Global Talent Finance US LLC (United Kingdom) ^(2)(3)(7)	Energy: Oil & Gas	L + 5.50%	7.86%	5/9/2018	5/11/2023	7,847		7,696		7,740		4.64
Radiology Partners, Inc. ^(2)(3)(6)	Healthcare & Pharmaceuticals	L + 5.75%	8.05%	1/22/2018	12/4/2023	12,053		11,923		12,332		7.39
Smile Doctors, LLC ^(2)(3)(6)	Healthcare & Pharmaceuticals	L + 5.75%	8.11%	10/6/2017	10/6/2022	14,585		14,448		14,596		8.75
SPay, Inc. ^(2)(3)(6)	Hotel, Gaming & Leisure	L + 5.75%	7.82%	6/15/2018	6/15/2024	18,409		17,803		18,062		10.83
Trump Card, LLC ^(2)(3)(6)	Transportation: Cargo	L + 5.50%	7.84%	6/26/2018	4/21/2022	7,845		7,761		7,820		4.69
Zemax Software Holdings, LLC ^(2)(3)(6)	Software	L + 5.75%	8.09%	6/25/2018	6/25/2024	10,274		10,043		10,143		6.08
Zenith Merger Sub, Inc. ^(2)(3)(6)	Business Services	L + 5.50%	7.83%	12/13/2017	12/13/2023	7,055		6,962		7,055		4.23
First Lien Debt Total								$	235,651	$	238,994	143.27	%
Second Lien Debt (18.45%)
Access CIG, LLC ⁽²⁾⁽⁶⁾	Business Services	L + 7.75%	9.84%	2/14/2018	2/27/2026	$	2,573	$	2,548	$	2,579	1.54	%
Argon Medical Devices Holdings, Inc. ⁽²⁾⁽³⁾	Healthcare & Pharmaceuticals	L + 8.00%	10.09%	11/2/2017	1/23/2026	7,500		7,465		7,584		4.55
Paradigm Acquisition Corp. ⁽²⁾⁽³⁾	Business Services	L + 8.50%	10.97%	10/6/2017	10/12/2025	9,600		9,510		9,719		5.83
Pathway Partners Vet Management Company LLC ^(2)(3)(6)	Consumer Services	L + 8.00%	10.09%	10/4/2017	10/10/2025	9,668		9,513		9,480		5.68
PharmaLogic Holdings Corp. ^(2)(3)(6)	Healthcare & Pharmaceuticals	L + 8.00%	10.09%	6/7/2018	12/11/2023	563		560		565		0.34
Project Accelerate Parent, LLC ⁽²⁾⁽³⁾	Software	L + 8.50%	10.50%	1/2/2018	1/2/2026	17,500		17,080		17,560		10.53

TCG BDC II, INC.

SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2018

(dollar amounts in thousands)

(unaudited)



Investments—non-controlled/non-affiliated ⁽¹⁾	Industry	Reference Rate & Spread ⁽²⁾	Interest Rate ⁽²⁾	Acquisition Date	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁴⁾		Fair Value ⁽⁵⁾		Percentage of Net Assets
Santa Cruz Holdco, Inc. ⁽²⁾⁽³⁾	Non-durable Consumer Goods	L + 8.25%	10.32%	12/15/2017	12/13/2024	$	7,600	$	7,528	$	7,695	4.61	%
Second Lien Debt Total								$	54,204	$	55,182	33.08	%



Investments—non-controlled/non-affiliated ⁽¹⁾	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value ⁽⁵⁾		Percentage of Net Assets
Equity Investments (1.64%)^{(5) (8)}
ANLG Holdings, LLC	Healthcare & Pharmaceuticals	6/22/2018	879,690	$	880	$	880	0.53	%
GRO Sub Holdco, LLC (Grand Rapids)	Healthcare & Pharmaceuticals	3/29/2018	500,000	500		450		0.27
North Haven Goldfinch Topco, LLC	Containers, Packaging & Glass	6/18/2018	2,314,815	2,315		2,315		1.39
SiteLock Group Holdings, LLC	High Tech Industries	4/5/2018	446,428	446		446		0.26
Zenith American Holding, Inc.	Business Services	6/25/2018	438,356	438		494		0.29
Zillow Topco LP	Software	12/13/2017	312,500	313		313		0.19
Equity Investments Total				$	4,892	$	4,898	2.93	%
Total investments—non-controlled/affiliated				$	294,747	$	299,074	179.28	%
Total investments				$	294,747	$	299,074	179.28	%

(1)

Unless otherwise indicated, issuers of debt and equity investments held by TCG BDC II, Inc. (“we,” “us,” “our,” “BDC II” or the “Company”) are domiciled in the United States. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of June 30, 2018, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of June 30, 2018, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)

Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of June 30, 2018. As of June 30, 2018, the reference rates for all LIBOR loans were the 30-day LIBOR at 2.09%, the 90-day LIBOR at 2.34% and the 180-day LIBOR rate at 2.5%.


(3)	Loan includes interest rate floor feature, generally 1.00%.


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


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


(6)	As of June 30, 2018, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:



Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount		Fair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
Access CIG, LLC	Delayed Draw	—	%	$	127	$	—
Aero Operating LLC (Dejana Industries, Inc.)	Revolver	1.00		845		5

TCG BDC II, INC.

SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2018

(dollar amounts in thousands)

(unaudited)



Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount		Fair Value
Analogic Corporation	Revolver	0.50	%	$	3,365	$	(42	)
CircusTrix Holdings, LLC	Delayed Draw	1.00		1,115		(1		)
Comar Holding Company, LLC	Delayed Draw	1.00		5,136		(61		)
Comar Holding Company, LLC	Revolver	0.50		2,676		(32		)
Datto, Inc.	Revolver	0.50		360		6
Derm Growth Partners III, LLC (Dermatology Associates)	Delayed Draw	1.00		4,415		(13		)
Derm Growth Partners III, LLC (Dermatology Associates)	Revolver	0.50		1,805		(5		)
GRO Sub Holdco, LLC (Grand Rapids)	Delayed Draw	1.00		7,000		(17		)
GRO Sub Holdco, LLC (Grand Rapids)	Revolver	0.50		1,071		(3		)
Innovative Business Services, LLC	Delayed Draw	1.00		3,886		(56		)
Innovative Business Services, LLC	Revolver	0.50		2,232		(32		)
Pathway Partners Vet Management Company LLC	Delayed Draw	1.00		6,478		(75		)
PharmaLogic Holdings Corp.	Delayed Draw	1.00		237		1
Radiology Partners Inc.	Delayed Draw	1.00		1,617		32
Radiology Partners Inc.	Revolver	0.50		280		6
Smile Doctors, LLC	Delayed Draw	1.00		1,345		1
Smile Doctors, LLC	Revolver	0.50		252		—
SPay, Inc.	Delayed Draw	1.00		10,227		(116		)
SPay, Inc.	Revolver	0.50		2,046		(23		)
Trump Card, LLC	Revolver	0.50		416		(1		)
Zemax Software Holdings, LLC	Revolver	0.50		1,284		(14		)
Zenith Merger Sub, Inc.	Revolver	0.50		473		—
Total unfunded commitments				$	58,688	$	(440	)


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


(8)	Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act, unless otherwise noted.

TCG BDC II, INC.

SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2018

(dollar amounts in thousands)

(unaudited)

As of June 30, 2018, investments at fair value consisted of the following:



Type	Amortized Cost		Fair Value		% of Fair Value
First Lien Debt	$	235,651	$	238,994	79.91	%
Second Lien Debt	54,204		55,182		18.45
Equity Investments	4,892		4,898		1.64
Total	$	294,747	$	299,074	100.00	%

The rate type of debt investments at fair value as of June 30, 2018 was as follows:



Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt
Floating Rate	$	289,855	$	294,176	100.00	%
Total	$	289,855	$	294,176	100.00	%

The industry composition of investments at fair value as of June 30, 2018 was as follows:



Industry	Amortized Cost		Fair Value		% of Fair Value
Business Services	$	25,286	$	25,767	8.62	%
Consumer Services	15,469		15,464		5.17
Containers, Packaging & Glass	28,300		28,578		9.55
Energy: Oil & Gas	7,696		7,740		2.59
Forest Products & Paper	6,253		6,297		2.11
Healthcare & Pharmaceuticals	88,563		89,847		30.04
High Tech Industries	37,048		37,884		12.67
Hotel, Gaming & Leisure	26,971		27,311		9.13
Non-durable Consumer Goods	7,528		7,695		2.57
Software	35,290		36,031		12.05
Telecommunications	8,582		8,640		2.89
Transportation: Cargo	7,761		7,820		2.61
Total	$	294,747	$	299,074	100.00	%

The geographical composition of investments at fair value as of June 30, 2018 was as follows:



Geography	Amortized Cost		Fair Value		% of Fair Value
United Kingdom	$	7,696	$	7,740	2.59	%
United States	287,051		291,334		97.41
Total	$	294,747	$	299,074	100.00	%

TCG BDC II, INC.

SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2018

(dollar amounts in thousands)

(unaudited)

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

TCG BDC II, INC.

SCHEDULE OF INVESTMENTS

As of December 31, 2017

(dollar amounts in thousands)

(unaudited)



Investments—non-controlled/non-affiliated ⁽¹⁾	Industry	Interest Rate ⁽²⁾	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁶⁾		Fair Value ⁽⁷⁾		Percentage of Net Assets
First Lien Debt (61.56%)
BeyondTrust Software, Inc. ⁽²⁾⁽³⁾	Software	L + 6.25% (1.00% Floor)	11/21/2023	$	8,000	$	7,886	$	7,958	9.62	%
Datto, Inc. ^(2)(3)(6)	High Tech Industries	L + 8.00% (1.00% Floor)	12/7/2022	17,667		17,398		17,762		21.47
Radiology Partners Inc. ^(2)(3)(6)	Healthcare & Pharmaceuticals	L + 5.75% (1.00% Floor)	12/4/2023	8,597		8,499		8,547		10.34
Smile Doctors, LLC ^(2)(3)(6)	Healthcare & Pharmaceuticals	L + 5.75% (1.00% Floor)	10/6/2022	9,059		8,911		8,993		10.87
Zenith Merger Sub, Inc. ^(2)(3)(6)	Business Services	L + 5.50% (1.00% Floor)	12/12/2023	6,826		6,727		6,785		8.20
First Lien Debt Total						$	49,421	$	50,045	60.50	%
Second Lien Debt (37.90%)
Argon Medical Devices Holdings, Inc. ⁽²⁾⁽³⁾	Healthcare & Pharmaceuticals	L + 8.00% (1.00% Floor)	1/23/2026	$	7,500	$	7,464	$	7,515	9.08	%
Paradigm Acquisition Corp.⁽²⁾⁽³⁾	Business Services	L + 8.50% (1.00% Floor)	10/12/2025	9,600		9,506		9,584		11.59
Pathway Partners Vet Management Company LLC ^(2)(3)(6)	Consumer Services	L + 8.00% (1.00% Floor)	10/10/2025	6,138		6,054		6,133		7.41
Santa Cruz Holdco, Inc. ⁽²⁾⁽³⁾	Non-durable Consumer Goods	L + 8.25% (1.00% Floor)	12/13/2024	7,600		7,524		7,574		9.16
Second Lien Debt Total						$	30,548	$	30,806	37.24	%



Investments—non-controlled/non-affiliated ⁽¹⁾	Industry	Shares/ Units	Cost		Fair Value ⁽⁷⁾		Percentage of Net Assets
Equity Investments (0.54%)
Zenith American Holding, Inc.	Business Services	438,356	$	438	$	438	0.53	%
Equity Investments Total			$	438	$	438	0.53	%
Total investments—non-controlled/non-affiliated			$	80,407	$	81,289	98.27	%
Total investments			$	80,407	$	81,289	98.27	%

(1)

Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act, the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2017, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2017, the Company is not an “affiliated person” of any of these portfolio companies.

(2)

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


(3)	Loan includes interest rate floor feature.


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


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


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

TCG BDC II, INC.

SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2017

(dollar amounts in thousands)

(unaudited)



Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount		Fair Value
First Lien Debt—unfunded delayed draw and revolving term loans commitments
Datto, Inc.	Revolver	0.50	%	$	360	$	2
Pathway Partners Vet Management Company LLC	Delayed Draw	1.00		2,701		(2		)
Radiology Partners Inc.	Delayed Draw	1.00		828		(4		)
Radiology Partners Inc.	Revolver	0.50		575		(3		)
Smile Doctors, LLC	Delayed Draw	1.00		6,345		(26		)
Smile Doctors, LLC	Revolver	0.50		827		(3		)
Zenith Merger Sub, Inc.	Revolver	0.50		736		(4		)
Total unfunded commitments				$	12,372	$	(40	)

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



Type	Amortized Cost		Fair Value		% of Fair Value
First Lien Debt	$	49,421	$	50,045	61.56	%
Second Lien Debt	30,548		30,806		37.90
Equity Investments	438		438		0.54
Total	$	80,407	$	81,289	100.00	%

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



Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt
Floating Rate	$	79,969	$	80,851	100.00	%
Total	$	79,969	$	80,851	100.00	%

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



Industry	Amortized Cost		Fair Value		% of Fair Value
Business Services	$	16,671	$	16,807	20.68	%
Consumer Services	6,054		6,133		7.54
Healthcare & Pharmaceuticals	24,874		25,055		30.82
High Tech Industries	17,398		17,762		21.85
Non-durable Consumer Goods	7,524		7,574		9.32
Software	7,886		7,958		9.79
Total	$	80,407	$	81,289	100.00	%

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



Geography	Amortized Cost		Fair Value		% of Fair Value
United States	$	80,407	$	81,289	100.00	%
Total	$	80,407	$	81,289	100.00	%

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

TCG BDC II, INC.

NOTES TO FINANCIAL STATEMENTS (unaudited)

As of June 30, 2018

(dollar amounts in thousands, except per share data)

1. ORGANIZATION

TCG BDC II, Inc. (“BDC II” or the “Company”) is a Maryland corporation formed on February 10, 2017 with the name Carlyle Private Credit, Inc., which was changed to TCG BDC II, Inc. on March 3, 2017. The Company is structured as an externally managed, non-diversified closed-end investment company. The Company is managed by its investment adviser, Carlyle Global Credit Investment Management L.L.C., “CGCIM” or “Investment Adviser”), a wholly owned subsidiary of The Carlyle Group L.P. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In addition, the Company intends to elect to be treated, and to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

The Company’s investment objective is to generate attractive risk adjusted returns and current income primarily by investing in senior secured term loans to U.S. middle market companies in which private equity sponsors hold, directly or indirectly, a financial interest in the form of debt and/or equity. The Company generally uses the term “middle market” to refer to companies with approximately $10 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), which the Company believes is a useful proxy for cash flow. The Company seeks to achieve its investment objective primarily through direct originations of secured debt, including first lien senior secured loans, “unitranche” loans and second lien senior secured loans (“Middle Market Senior Loans”), with the balance of its assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities), although the Company may make investments in issuers with EBITDA outside of such range.

The Company expects to invest primarily in loans to middle market companies whose debt, if rated, is rated below investment grade and, if not rated, would likely be rated below investment grade if it were rated. Debt securities that are rated below investment grade are sometimes referred to as “high yield bonds,” “junk bonds” or “leveraged loans”. The Company also expects to invest in debt securities of foreign companies, which may expose the Company to additional risks not typically associated with investing in U.S. companies. The Company may employ hedging techniques to minimize these risks, but the Company can offer no assurance that it will, in fact, hedge currency risk, or that if it does, such strategies will be effective.

The Company expects its investments in equities to consist primarily of common stock, and potentially preferred stock, of private companies. The Company expects that its investments in equities will typically be higher yielding than Middle Market Senior Loans because, in the case of common stock, the return realized upon the deposition of the investment is expected to be higher than the yield on Middle Market Senior Loans, and in the case of preferred stock, the cash and/or payment-in-kind dividends are expected to be higher than the yield on Middle Market Senior Loans, reflecting the increased risk associated with these investments.

On September 11, 2017, the Company completed its initial closing of capital commitments (the “Initial Closing”) and subsequently commenced substantial investment operations.

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

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

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

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

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies. US GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value.

The interim financial statements have been prepared in accordance with US GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual financial statements prepared in accordance with US GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of financial statements for the interim period presented have been included. These adjustments are of a normal, recurring nature. This Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2017. The results of operations for the three month and six month periods ended June 30, 2018 are not necessarily indicative of the operating results to be expected for the full year.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the financial statements. Actual results could differ from these estimates and such differences could be material.

Investments

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

Cash and Cash Equivalents

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

Revenue Recognition

Interest from Investments and Realized Gain/Loss on Investments

cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. At time of exit, the realized gain or loss on an investment is the difference between the amortized cost at time of exit and the cash received at exit using the specific identification method.

The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Statements of Operations. As of June 30, 2018 and December 31, 2017 and for the periods then ended, no loans in the portfolio contained PIK provisions.

Other Income

Other income may include income such as consent, waiver, amendment, syndication and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in other assets in the accompanying Statements of Assets and Liabilities. For the three month and six month periods ended June 30, 2018, the Company earned $101 and $153, respectively, in other income, primarily from unused fees.

Non-Accrual Income

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2018 and December 31, 2017 and for the periods then ended, no loans in the portfolio were on non-accrual status.

Subscription Facility Related Costs, Expenses and Deferred Financing Costs (See Note 5, Borrowings)

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

The Subscription Facility is recorded at carrying value, which approximates fair value.

Deferred financing costs include capitalized expenses related to the closing or amendments of the Subscription Facility. Amortization of deferred financing costs for the credit facility is computed on the straight-line basis over the term of the credit facility. The unamortized balance of such costs is included in deferred financing costs in the accompanying Statements of Assets and Liabilities. The amortization of such costs is included in credit facility fees in the accompanying Statements of Operations.

Organization and Offering Costs

The Company agreed to reimburse the Investment Adviser for initial organization and offering costs incurred on behalf of the Company up to $1,500. As of June 30, 2018 and December 31, 2017, $1,500 and $1,415, respectively, of initial organization and offering costs had been incurred by the Company and $212 and $0, respectively, of excess initial organization and offering costs had been incurred by the Investment Adviser. The $1,500 of incurred organization and offering costs are allocated to all stockholders based on their respective capital commitment and are re-allocated amongst all stockholders at the time of each capital drawdown subsequent to the Initial Closing. The Company’s initial organization costs incurred were expensed and the initial offering costs are being amortized over one year.

Income Taxes

For federal income tax purposes, the Company intends to elect to be treated as a RIC under the Code, and to make the required distributions to its stockholders as specified therein. In order to qualify as a RIC, the Company must meet certain

minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.

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

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.

Dividends and Distributions to Common Stockholders

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

Dividends and distributions, if any, are paid in cash to common stockholders.

Functional Currency

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

Recent Accounting Standards Updates

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

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash. ASU 2016-18 clarifies the presentation of restricted cash in the statement of cash flows by requiring the amounts described as restricted cash be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. If cash and cash equivalents and restricted cash are presented separately on the statement of financial position, a reconciliation of these separate line items to the total cash amount included in the statement of cash flows are required either in the footnotes or on the face of the statement of cash flows. This guidance was effective for annual reporting periods, and the interim periods within those periods, beginning after December 15, 2017 and early adoption was permitted. The Company adopted the ASU on January 1, 2018, which did not have a material impact on the Company’s financial statements.

3. FAIR VALUE MEASUREMENTS

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

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

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


•	the nature and realizable value of any collateral;


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


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


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


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


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


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


•	comparisons to comparable transactions and publicly traded securities.

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

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the financial statements as of June 30, 2018 and December 31, 2017.

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

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

•

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

•

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

•

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

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

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. For the three month and six month periods ended June 30, 2018, there were no transfers between levels.

The following tables summarize the Company’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of June 30, 2018 and December 31, 2017:



	June 30, 2018
	Level 1		Level 2		Level 3		Total
Assets
First Lien Debt	$	—	$	—	$	238,994	$	238,994
Second Lien Debt	—		—		55,182		55,182
Equity Investments	—		—		4,898		4,898
Total	$	—	$	—	$	299,074	$	299,074



	December 31, 2017
	Level 1		Level 2		Level 3		Total
Assets
First Lien Debt	$	—	$	—	$	50,045	$	50,045
Second Lien Debt	—		—		30,806		30,806
Equity Investments	—		—		438		438
Total	$	—	$	—	$	81,289	$	81,289

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



	Financial Assets For the three month period ended June 30, 2018
	First Lien Debt			Second Lien Debt		Equity Investments			Total
Balance, beginning of period	$	87,279		$	50,995	$	975		$	139,249
Purchases	151,698			3,712		3,954			159,364
Paydowns	(2,469		)	—		—			(2,469		)
Accretion of discount	108			9		—			117
Net change in unrealized appreciation (depreciation)	2,378			466		(31		)	2,813
Balance, end of period	$	238,994		$	55,182	$	4,898		$	299,074
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of June 30, 2018 included in net change in unrealized appreciation (depreciation) on investments on the Statements of Operations	$	2,374		$	466	$	(31	)	$	2,809



	Financial Assets For the six month period ended June 30, 2018
	First Lien Debt			Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	50,045		$	30,806	$	438	$	81,289
Purchases	190,830			23,629		4,454		218,913
Paydowns	(4,758		)	—		—		(4,758		)
Accretion of discount	157			28		—		185
Net change in unrealized appreciation (depreciation)	2,720			719		6		3,445
Balance, end of period	$	238,994		$	55,182	$	4,898	$	299,074
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of June 30, 2018 included in net change in unrealized appreciation (depreciation) on investments on the Statements of Operations	$	2,719		$	719	$	6	$	3,444

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

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

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

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

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

The following tables summarize the quantitative information related to the significant unobservable inputs for Level 3 instruments which are carried at fair value as of June 30, 2018 and December 31, 2017:



	Fair Value as of June 30, 2018		Valuation Techniques	Significant Unobservable Inputs	Range
	Fair Value as of June 30, 2018		Valuation Techniques	Significant Unobservable Inputs	Low		High		Weighted Average
Investments in First Lien Debt	$	212,038	Discounted Cash Flow	Discount Rate	6.22	%	8.24	%	7.22	%
	26,956		Consensus Pricing	Indicative Quotes	99.69	%	102.00	%	100.82	%
Total First Lien Debt	238,994
Investments in Second Lien Debt	52,603		Discounted Cash Flow	Discount Rate	8.88	%	9.58	%	9.29	%
	2,579		Consensus Pricing	Indicative Quotes	100.25	%	100.25	%	100.25	%
Total Second Lien Debt	55,182
Investments in Equity	4,898		Income Approach	Discount Rate	8.08	%	11.26	%	9.06	%
			Market Approach	Comparable Multiple	7.24x		14.70x		10.42x
Total Equity Investments	4,898
Total Level 3 Investments	$	299,074



	Fair Value as of December 31, 2017		Valuation Techniques	Significant Unobservable Inputs	Range
	Fair Value as of December 31, 2017		Valuation Techniques	Significant Unobservable Inputs	Low		High		Weighted Average
Investments in First Lien Debt	$	50,045	Discounted Cash Flow	Discount Rate	6.76	%	8.98	%	7.75	%
Total First Lien Debt	50,045
Investments in Second Lien Debt	30,806		Discounted Cash Flow	Discount Rate	9.10	%	9.69	%	9.39	%
Total Second Lien Debt	30,806
Investments in Equity	438		Income Approach	Discount Rate	8.52	%	8.52	%	8.52	%
			Market Approach	Comparable Multiple	7.85x		7.85x		7.85x
Total Equity Investments	438
Total Level 3 Investments	$	81,289

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

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

Financial instruments disclosed but not carried at fair value

The following table presents the carrying value and fair value of the Company’s secured borrowings disclosed but not carried at fair value as of June 30, 2018 and December 31, 2017:



	June 30, 2018				December 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value
Secured borrowings	$	143,150	$	143,150	$	60,750	$	60,750
Total	$	143,150	$	143,150	$	60,750	$	60,750

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

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

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

4. RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On June 26, 2017, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Investment Adviser. The initial term of the Investment Advisory Agreement is two years from June 26, 2017 and, unless terminated earlier, the Investment Advisory Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board of Directors and by the vote of a majority of the Independent Directors. The Investment Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party. Pursuant to the Investment Advisory Agreement and subject to the overall supervision of the Board of Directors, the Investment Adviser provides investment advisory services to the Company. For providing these services, the Investment Adviser receives fees from the Company consisting of two components—a management fee and an incentive fee.

The management fee is calculated and payable quarterly in arrears at an annual rate of 1.25% of the Company’s average Capital Under Management (as defined below) at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the Company’s Capital Under Management as of such quarter-end). “Capital Under Management” means cumulative capital called, less cumulative distributions categorized as Returned Capital. “Returned Capital” means unused capital commitments increased by the aggregate amount of (i) any portion of distributions made by the Company to an investor during the Investment Period which represents (A) proceeds realized from the sale or repayment of any investment (as opposed to investment income) during the Investment Period (but not in excess of the cost of any such investment) or (B) a return of such investor’s capital contributions to the Company, as determined by the Board of Directors, and (ii) any amount drawn down by the Company from unused capital commitments to pay management fees, incentive fees, organizational expenses or Company expenses, to the extent such investor receives subsequent distributions. For the avoidance of doubt, Capital Under Management does not include capital acquired through the use of leverage, and Returned Capital does not include distributions of the Company’s investment income (i.e., proceeds received in respect of interest payments, dividends or fees, net of expenses) or net realized capital gains to the investors.

The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 15% of pre-incentive fee net investment income for the immediately preceding calendar quarter, subject to a preferred return of 1.75% per quarter (7% annualized), or “hurdle rate,” and a “catch-up” feature. The second part is determined and payable in arrears as of the end of each calendar year in an amount equal to 15% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation less the aggregate amount of any previously paid capital gain incentive fees, provided that no incentive fee on capital gains is payable to the Investment Adviser unless cumulative total return exceeds a 7% annual return on weighted average cumulative capital called less cumulative distributions categorized as Returned Capital.

For the three month and six month periods ended June 30, 2018, management fees were $409 and $690, respectively, and there were no incentive fees related to pre-incentive fee net investment income or realized capital gains. For the three month and six month periods ended June 30, 2018, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation) from inception through June 30, 2018, as computed in accordance with the Investment Advisory Agreement. The accrual for any capital gains incentive fee under US GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual.

As of June 30, 2018 and December 31, 2017, $409 and $252, respectively, were included in management fees payable in the accompanying Statements of Assets and Liabilities.

On June 26, 2017, the Investment Adviser entered into a personnel agreement with The Carlyle Group Employee Co., L.L.C. (“Carlyle Employee Co.”), an affiliate of the Investment Adviser, pursuant to which Carlyle Employee Co. provides the Investment Adviser with access to investment professionals.

Administration Agreement

On April 18, 2017, the Company entered into an administration agreement (the “Administration Agreement”) with the Administrator. Pursuant to the Administration Agreement, the Administrator furnishes the Company with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities. Under the Administration Agreement, the Administrator also performs, or oversees the performance of, required administrative services, which include, among other things, providing assistance in accounting, tax, legal, compliance, operations, technology and investor relations, and being responsible for the financial records of the Company. Payments under the Administration Agreement are equal to an amount that reimburses the Administrator for its costs and expenses and the allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including the allocable portion of the compensation paid to or compensatory distributions received by the Company’s officers (including the Chief Compliance Officer, Chief Financial Officer, and Treasurer) and respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff in their role of performing the internal control assessment under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.

The initial term of the Administration Agreement is two years from April 18, 2017 and, unless terminated earlier, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. The Administration Agreement may not be assigned by a party without the consent of the other party and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.

For the three month and six month periods ended June 30, 2018, the Company incurred $108 and $208, respectively, in fees under the Administrative Agreement, which were included in administrative service fees in the accompanying Statements of Operations. As of June 30, 2018 and December 31, 2017, $69 and $22, respectively, was unpaid and included in administrative service fees payable in the accompanying Statements of Assets and Liabilities.

Sub-Administration Agreements

On June 26, 2017, the Administrator entered into sub-administration agreements with Carlyle Employee Co. and CELF Advisors LLP (“CELF”) (the “Carlyle Sub-Administration Agreements”). Pursuant to the Carlyle Sub-Administration Agreements, Carlyle Employee Co. and CELF provide the Administrator with access to personnel. The sub-administration agreement between the Administrator and CELF was terminated effective as of February 26, 2018.

On June 22, 2017, the Administrator entered into a sub-administration agreement with State Street Bank and Trust Company (“State Street” and, such agreement, the “State Street Sub-Administration Agreement” and, together with the Carlyle Sub-Administration Agreements, the “Sub-Administration Agreements”).

For the three month and six month periods ended June 30, 2018, fees incurred in connection with the State Street Sub-Administration Agreement, which amounted to $113 and $206, respectively, were included in other general and administrative in the accompanying Statements of Operations. As of June 30, 2018 and December 31, 2017, $279 and $73, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Statements of Assets and Liabilities.

Placement Fees

On June 26, 2017, the Company entered into a placement fee arrangement with TCG Securities, L.L.C. (“TCG”), a licensed broker-dealer and an affiliate of the Investment Adviser, which may require stockholders to pay a placement fee to TCG for TCG’s services.

For the three month and six month periods ended June 30, 2018, TCG earned no placement fees from the Company’s stockholders in connection with the issuance or sale of the Company’s common stock.

Board of Directors

The Company’s Board of Directors currently consists of five members, three of whom are Independent Directors. The Board of Directors established an audit committee and a pricing committee of the Board of Directors, and may establish additional committees in the future. For the three month and six month periods ended June 30, 2018, the Company incurred $52 and $102, respectively, in fees and expenses associated with its Independent Directors’ services on the Company’s Board of

Directors and the Audit Committee. As of June 30, 2018 and December 31, 2017, $0 was unpaid and included in other accrued expenses and liabilities in the accompanying Statements of Assets and Liabilities.

5. BORROWINGS

In accordance with the Investment Company Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 200% after such borrowing. See Part II, Item 1A of this Form 10-Q for information on recent developments regarding the asset coverage requirements applicable to BDCs. As of June 30, 2018 and December 31, 2017, asset coverage was 216.53% and 236.17%, respectively. During the three month and six month periods ended June 30, 2018, there were secured borrowings of $99,800 and $161,400, respectively, under the Subscription Facility and repayments of $30,000 and $79,000, respectively, under the Subscription Facility. As of June 30, 2018 and December 31, 2017, there was $143,150 and $60,750, respectively, in secured borrowings outstanding.

Credit Facility

The Company closed on October 3, 2017 on the Subscription Facility, which was subsequently amended on March 14, 2018. The maximum principal amount of the Subscription Facility is $300,000, subject to availability under the Subscription Facility, which is based on certain of the Company’s unfunded investor equity capital commitments, and restrictions imposed on borrowings under the Investment Company Act. Proceeds of the Subscription Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Subscription Facility may be increased to $750,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Subscription Facility bear interest initially at LIBOR plus an applicable spread of 1.55% per year. The Company also pays a fee of 0.25% on undrawn amounts under the Subscription Facility. The availability period under the Subscription Facility will terminate on the maturity date, October 3, 2020 (with two one-year extension options, subject to the Company’s and the lender’s consent).

Subject to certain exceptions, the Subscription Facility is secured by a first lien security interest in the Company’s unfunded investor equity capital commitments. The Subscription Facility includes customary covenants, including certain financial covenants related to shareholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature.

As of June 30, 2018 and December 31, 2017, the Company was in compliance with all covenants and other requirements of the Subscription Facility.

Summary of Facility

The Subscription Facility consisted of the following as of June 30, 2018 and December 31, 2017:



	June 30, 2018
	Total Facility		Borrowings Outstanding		Unused Portion ⁽¹⁾		Amount Available ⁽²⁾
Subscription Facility	$	300,000	$	143,150	$	156,850	$	106,483
Total	$	300,000	$	143,150	$	156,850	$	106,483

	December 31, 2017
	Total Facility		Borrowings Outstanding		Unused Portion ⁽¹⁾		Amount Available ⁽²⁾
Subscription Facility	$	150,000	$	60,750	$	89,250	$	89,250
Total	$	150,000	$	60,750	$	89,250	$	89,250


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


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

As of June 30, 2018 and December 31, 2017, $679 and $59, respectively, of interest expense and $139 and $87, respectively, of unused commitment fees were included in interest and credit facility fees payable. For the three month and six

month periods ended June 30, 2018, the weighted average interest rates were 3.62% and 3.55%, respectively, and the average principal debt outstanding was $79,165 and $57,769, respectively. As of June 30, 2018 and December 31, 2017, the weighted average interest rates were 3.64% and 3.31%, respectively, based on floating LIBOR rates.

For the three month and six month periods ended June 30, 2018, the components of interest expense and credit facility fees were as follows:



	For the three month period ended		For the six month period ended
	June 30, 2018		June 30, 2018
Interest expense	$	719	$	1,028
Facility unused commitment fee	140		229
Amortization of deferred financing costs	175		289
Total interest expense and credit facility fees	$	1,034	$	1,546
Cash paid for interest expense	$	327	$	408

6. COMMITMENTS AND CONTINGENCIES

A summary of significant contractual payment obligations was as follows as of June 30, 2018 and December 31, 2017:



	Subscription Facility
Payment Due by Period	June 30, 2018		December 31, 2017
Less than 1 Year	$	—	$	—
1-3 Years	143,150		60,750
3-5 Years	—		—
More than 5 Years	—		—
Total	$	143,150	$	60,750

In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnification or warranties. Future events could occur that lead to the execution of these provisions against the Company. The Company believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the financial statements as of June 30, 2018 and December 31, 2017 for any such exposure.

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



	Par Value as of
	June 30, 2018		December 31, 2017
Unfunded delayed draw commitments	$	41,583	$	9,874
Unfunded revolving term loan commitments	17,105		2,498
Total unfunded commitments	$	58,688	$	12,372

7. NET ASSETS

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

During the six month period ended June 30, 2018, the Company issued 3,925,439 shares for $80,825. The following table summarizes capital activity during the six month period ended June 30, 2018:



	Common Stock			Capital in Excess of Par Value			Accumulated Net Investment Income (Loss)			Accumulated Net Unrealized Appreciation (Depreciation) on Investments		Total Net Assets
	Shares	Amount		Capital in Excess of Par Value			Accumulated Net Investment Income (Loss)					Total Net Assets
Balance, beginning of period	4,130,683	$	41	$	82,507		$	(708	)	$	882	$	82,722
Common stock issued	3,925,439	40		80,785			—			—		80,825
Net investment income (loss)	—	—		—			3,399			—		3,399
Net change in unrealized appreciation (depreciation) on investments	—	—		—			—			3,445		3,445
Dividends declared	—	—		—			(3,574		)	—		(3,574		)
Tax reclassification of stockholders’ equity in accordance with US GAAP	—	—		(892		)	892			—		—
Balance, end of period	8,056,122	$	81	$	162,400		$	9		$	4,327	$	166,817

The following table summarizes total shares issued and proceeds received related to capital activity during the six month period ended June 30, 2018:



	Shares Issued	Proceeds Received
March 7, 2018	240,800	$	4,941
March 28, 2018	587,788	12,003
May 16, 2018	694,960	14,414
June 7, 2018	454,599	9,469
June 20, 2018	1,947,292	39,998
Total	3,925,439	$	80,825

Subscription transactions during the six month period ended June 30, 2018 were executed at an offering price at a premium to net asset value in order to effect a reallocation of organizational costs to subsequent investors. Such subscription transactions increased net asset value by $0.11 per share for the six month period ended June 30, 2018.

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

Basic and diluted earnings per common share were as follows:



	For the three month period ended		For the six month period ended
	June 30, 2018		June 30, 2018
Net increase (decrease) in net assets resulting from operations	$	4,966	$	6,844
Weighted-average common shares outstanding	5,665,650		4,948,656
Basic and diluted earnings per common share	$	0.88	$	1.38

The following table summarizes the Company’s dividends declared since inception:



Date Declared	Record Date	Payment Date	Per Share Amount
March 12, 2018	March 12, 2018	April 17, 2018	$	0.30
June 6, 2018	June 7, 2018	July 18, 2018	$	0.37

8. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the six month period ended June 30, 2018:



Per Share Data:
Net asset value per share, beginning of period	$	20.03
Net investment income (loss) (1)	0.69
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments	0.55
Net increase (decrease) in net assets resulting from operations	1.24
Dividends declared (2)	(0.67		)
Effect of offering price of subscriptions (3)	0.11
Net asset value per share, end of period	$	20.71

Number of shares outstanding, end of period	8,056,122
Total return based on net asset value (4)	6.74		%
Net assets, end of period	$	166,817
Ratio to average net assets (5):
Expenses, before and after incentive fees	3.36		%
Net investment income (loss)	3.05		%
Interest expense and credit facility fees	1.39		%
Ratios/Supplemental Data:
Asset coverage, end of period	216.53		%
Portfolio turnover	2.91		%
Total committed capital, end of period	$	760,669
Ratio of total contributed capital to total committed capital, end of period	21.48		%
Weighted-average shares outstanding	4,948,656


(1)	Net investment income (loss) per share was calculated as net investment income (loss) for the period divided by the weighted average number of shares outstanding for the period.


(2)	Dividends declared per share was calculated as the sum of dividends declared during the period divided by the number of shares outstanding at the quarter-end date (refer to Note 7).


(3)	Increase (decrease) is due to the offering price of subscriptions during the period (refer to Note 7).

(4)

Total return based on net asset value (not annualized) is based on the change in net asset value per share during the period plus the declared dividends divided by the beginning net asset value for the period. Total return for the six month period ended June 30, 2018 is inclusive of $0.11 per share increase (decrease) in net asset value for the period related to the offering price of subscriptions. Excluding the effects of these common stock issuances, total return (not annualized) would have been 6.19% (refer to Note 7).


(5)	These ratios to average net assets have not been annualized.

9. LITIGATION

The Company may become party to certain lawsuits in the ordinary course of business. The Company does not believe that the outcome of current matters, if any, will materially impact the Company or its financial statements. As of June 30, 2018 and December 31, 2017, the Company was not subject to any material legal proceedings, nor, to the Company’s knowledge, is any material legal proceeding threatened against the Company.

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

10. TAX

The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of June 30, 2018 and December 31, 2017.

In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. As of June 30, 2018 and December 31, 2017, the Company has yet to file any tax returns and therefore is not yet subject to examination. The Company expects to elect a tax year-end of June 30 concurrent with the filing of the Company's first tax return.

Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified among the Company’s capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from US GAAP. As of June 30, 2018, permanent differences primarily due to non-deductible offering expense resulted in a net decrease in accumulated net investment loss by $892 and net decrease in additional paid-in capital in excess of par by $892 on the Statements of Assets and Liabilities. Total earnings and NAV were not affected.

The tax character of the distributions paid for the period from September 11, 2017 (commencement of operations) to June 30, 2018 was as follows:



Ordinary income	$	3,574
Tax return of capital	$	—

Income Tax Information and Distributions to Stockholders

As of June 30, 2018, the components of accumulated earnings (deficit) on a tax basis were as follows:



Undistributed ordinary income	$	376
Other book/tax temporary differences(1)	(367		)
Net unrealized appreciation (depreciation) on investments	4,327
Total accumulated earnings (deficit)	$	4,336


(1)	Consists of the unamortized portion of organization costs as of June 30, 2018.

As of June 30, 2018, the cost of investments for federal income tax purposes and gross unrealized appreciation and depreciation on investments were as follows:



Cost of investments	$	294,747
Gross unrealized appreciation on investments	4,410
Gross unrealized depreciation on investments	(83		)
Net unrealized appreciation (depreciation) on investments	$	4,327

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “RIC Modernization Act”) was enacted which changed various technical rules governing the tax treatment of RICs. The changes are generally effective for taxable years beginning after the date of enactment. Under the RIC Modernization Act, the fund will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses rather than being considered all short-term as under previous law. As of June 30, 2018, the Company did not have any pre- or post-enactment capital loss carryforwards.

11. SUBSEQUENT EVENTS

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

Subsequent to June 30, 2018, the Company borrowed $21,500 under the Subscription Facility to fund investment acquisitions. The Company also voluntarily repaid $24,500 under the Subscription Facility.

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

(dollar amounts in thousands, except per share data, unless otherwise indicated)

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We have included or incorporated by reference in this Form 10-Q, and from time to time our management may make, “forward-looking statements”. These forward-looking statements are not historical facts, but instead relate to future events or the future performance or financial condition of TCG BDC II, Inc. (“we,” “us,” “our,” “BDC II” or the “Company”). These statements are based on current expectations, estimates and projections about us, our current or prospective portfolio investments, our industry, our beliefs, and our assumptions. The forward-looking statements contained in this Form 10-Q and the documents incorporated by reference herein involve a number of risks and uncertainties, including statements concerning:


•	our, or our portfolio companies’, future business, operations, operating results or prospects;


•	the return or impact of current and future investments;


•	the impact of any protracted decline in the liquidity of credit markets on our business;


•	the impact of fluctuations in interest rates on our business;


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


•	our future operating results;


•	the impact of changes in laws, policies or regulations (including the interpretation thereof) affecting our operations or the operations of our portfolio companies;


•	the valuation of our investments in portfolio companies, particularly those having no liquid trading market;


•	our ability to recover unrealized losses;


•	market conditions and our ability to access alternative debt markets and additional debt and equity capital;


•	our contractual arrangements and relationships with third parties;


•	the general economy and its impact on the industries in which we invest;


•	the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;


•	competition with other entities and our affiliates for investment opportunities;


•	the speculative and illiquid nature of our investments;


•	the use of borrowed money to finance a portion of our investments;


•	our expected financings and investments;


•	the adequacy of our cash resources and working capital;


•	the loss of key personnel;


•	the costs associated with being a public entity;


•	the timing, form and amount of any dividend distributions;


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


•	the ability to consummate acquisitions;


•	the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;


•	the ability of The Carlyle Group Employee Co., L.L.C. to attract and retain highly talented professionals that can provide services to our investment adviser and administrator;


•	our ability to maintain our status as a business development company; and


•	our intent to satisfy the requirements of a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended.

We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may,” “plans,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of

these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2017 and Part II, Item 1A of and elsewhere in this Form 10-Q.

We have based the forward-looking statements included in this Form 10-Q on information available to us on the date of this Form 10-Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the “SEC”), including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

OVERVIEW

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part I, Item 1 of this Form 10-Q “Financial Statements.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2017 and Part II, Item 1A of this Form 10-Q “Risk Factors.” Our actual results could differ materially from those anticipated by such forward-looking statements due to factors discussed under “Risk Factors” and “Cautionary Statements Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.

We were incorporated on February 10, 2017 as a Maryland corporation with the name Carlyle Private Credit, Inc., and our name was changed to TCG BDC II, Inc. on March 3, 2017. We are structured as an externally managed, non-diversified closed-end investment company. We are conducting the Private Offering of our shares of common stock to investors in reliance on exemptions from the registration requirements of the Securities Act. We have elected to be regulated as a BDC under the Investment Company Act. We intend to elect to be treated, and to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code.

Our investment objective is to generate attractive risk adjusted returns and current income primarily by investing in senior secured term loans to U.S. middle market companies in which private equity sponsors hold, directly or indirectly, a financial interest in the form of debt and/or equity. In describing our business, we generally use the term “middle market” to refer to companies with approximately $10 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), which we believe is a useful proxy for cash flow. We seek to achieve our investment objective through direct originations of secured debt, including first lien senior secured loans, “unitranche” loans and second lien senior secured loans (“Middle Market Senior Loans”), with the balance of its assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities), although we may make investments in issuers with EBITDA outside of such range.

We expect to invest primarily in loans to middle market companies whose debt, if rated, is rated below investment grade and, if not rated, would likely be rated below investment grade if it were rated. Debt securities that are rated below investment grade are sometimes referred to as “high yield bonds,” “junk bonds” or “leveraged loans”. We also expect to invest in debt securities of foreign companies, which may expose us to additional risks not typically associated with investing in U.S. companies. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk, or that if we do, such strategies will be effective.

We expect our investments in equities to consist primarily of common stock, and potentially preferred stock, of private companies. We expect that our investments in equities will typically be higher yielding than Middle Market Senior Loans because, in the case of common stock, the return realized upon the deposition of the investment is expected to be higher than the yield on Middle Market Senior Loans, and in the case of preferred stock, the cash and/or payment-in-kind dividends are expected to be higher than the yield on Middle Market Senior Loans, reflecting the increased risk associated with these investments.

We are externally managed by our Investment Adviser, an investment adviser registered under the Advisers Act. Our Administrator provides the administrative services necessary for us to operate. Both our Investment Adviser and our Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C., a subsidiary of Carlyle.

In conducting our investment activities, we believe that we benefit from the significant scale and resources of Carlyle, including our Investment Adviser and its affiliates.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle market companies, the general economic environment and the competitive environment for the type of investments we make.

Revenue

We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends on direct equity investments, capital gains on the sales of loans and debt and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and generally bear interest at a floating rate usually determined on the basis of a benchmark such as LIBOR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including management fees and incentive fees, to our Investment Adviser pursuant to an investment advisory agreement (the “Investment Advisory Agreement”) between us and our Investment Adviser; (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under an administration agreement (the “Administration Agreement”) between us and our Administrator; and (iii) other operating expenses as detailed below:


•	our organization expenses and initial offering costs incurred prior to the filing of our election to be regulated as a BDC (the initial offering costs amortized over the 12 months beginning on the Initial Drawdown Date) in an amount of $1,500;


•	the costs of any other offerings of our common stock and other securities, if any;


•	calculating individual asset values and our net asset value (including the cost and expenses of any independent valuation firms);


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


•	the management fee and any incentive fee payable under our Investment Advisory Agreement;


•	certain costs and expenses relating to distributions paid on our shares;


•	administration fees payable under our Administration Agreement and sub-administration agreements, including related expenses;


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


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


•	amounts payable to third parties relating to, or associated with, making or holding investments;


•	the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;


•	transfer agent and custodial fees;


•	costs of hedging;


•	commissions and other compensation payable to brokers or dealers;


•	federal and state registration fees;


•	any U.S. federal, state and local taxes, including any excise taxes;


•	independent director fees and expenses;

•

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


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


•	the costs of specialty and custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to the filing of our election to be regulated as a BDC;


•	our fidelity bond;


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


•	indemnification payments;


•	direct fees and expenses associated with independent audits, agency, consulting and legal costs; and


•	all other expenses incurred by us or our Administrator in connection with administering our business, including our allocable share of certain officers and their staff compensation.

We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

PORTFOLIO AND INVESTMENT ACTIVITY

As of June 30, 2018, the fair value of our investments was approximately $299,074, comprised of 33 investments in 27 portfolio companies across 10 industries with 17 sponsors. As of December 31, 2017, the fair value of our investments was approximately $81,289, comprised of 10 investments in 9 portfolio companies across 6 industries with 9 sponsors.

Based on fair value as of June 30, 2018, our portfolio consisted of approximately 98.4% in secured debt (79.9% in first lien debt and 18.5% in second lien debt) and 1.6% in equity investments. Based on fair value as of June 30, 2018, all of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors.

Based on fair value as of December 31, 2017, our portfolio consisted of approximately 99.5% in secured debt (61.6% in first lien debt and 37.9% in second lien debt) and 0.5% in equity investments. Based on fair value as of December 31, 2017, all of our debt portfolio was invested in debt bearing a floating interest rate with an interest rate floor.

Our investment activity for the three month period ended June 30, 2018 is presented below (information presented herein is at amortized cost unless otherwise indicated):



Investments:
Total investments, beginning of period	$	137,735
New investments purchased	159,364
Net accretion of discount on investments	117
Investments sold or repaid	(2,469		)
Total Investments, end of period	$	294,747
Principal amount of investments funded:
First Lien Debt	$	154,988
Second Lien Debt	3,786
Equity Investments	3,954
Total	$	162,728
Principal amount of investments sold or repaid:
First Lien Debt	$	(2,469	)
Second Lien Debt	—
Total	$	(2,469	)
Number of new funded investments	14
Average amount of new funded investments	$	11,383
Percentage of new funded debt investments at floating interest rates	100		%

As of June 30, 2018 and December 31, 2017, investments consisted of the following:



	June 30, 2018				December 31, 2017
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First Lien Debt	$	235,651	$	238,994	$	49,421	$	50,045
Second Lien Debt	54,204		55,182		30,548		30,806
Equity Investments	4,892		4,898		438		438
Total	$	294,747	$	299,074	$	80,407	$	81,289

The weighted average yields ⁽¹⁾ for our first and second lien debt, based on the amortized cost and fair value as of June 30, 2018 and December 31, 2017, were as follows:



	June 30, 2018				December 31, 2017
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First Lien Debt Total	8.58	%	8.46	%	8.43	%	8.33	%
Second Lien Debt	10.73	%	10.54	%	9.98	%	9.90	%
First and Second Lien Debt Total	8.99	%	8.85	%	9.02	%	8.93	%

(1)

Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of June 30, 2018 and December 31, 2017. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

Total weighted average yields (which includes the effect of accretion of discount and amortization of premiums) of our first and second lien debt investments as measured on an amortized cost basis decreased from 9.02% to 8.99% from December 31, 2017 to June 30, 2018. The decrease in weighted average yields was primarily due to the increased origination of first lien debt investments from December 31, 2017 to June 30, 2018.

See the Schedules of Investments as of June 30, 2018 and December 31, 2017 in our financial statements in Part I, Item 1 of this Form 10-Q for more information on our investments, including a list of companies and type and amount of investments.

As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments and rates each of them based on the following categories, which we refer to as “Internal Risk Ratings”:

Internal Risk Ratings Definitions



Rating		Definition
1		Performing—Low Risk: Borrower is operating more than 10% ahead of the base case.

2		Performing—Stable Risk: Borrower is operating within 10% of the base case (above or below). This is the initial rating assigned to all new borrowers.

3		Performing—Management Notice: Borrower is operating more than 10% below the base case. A financial covenant default may have occurred, but there is a low risk of payment default.

4		Watch List: Borrower is operating more than 20% below the base case and there is a high risk of covenant default, or it may have already occurred. Payments are current although subject to greater uncertainty, and there is moderate to high risk of payment default.

5		Watch List—Possible Loss: Borrower is operating more than 30% below the base case. At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have occurred. Loss of principal is possible.

6		Watch List—Probable Loss: Borrower is operating more than 40% below the base case, and at the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have already occurred. Additionally, the prospects for improvement in the borrower’s situation are sufficiently negative that impairment of some or all principal is probable.

Our Investment Adviser’s risk rating model is based on evaluating portfolio company performance in comparison to the base case when considering certain credit metrics including, but not limited to, adjusted EBITDA and net senior leverage as well as specific events including, but not limited to, default and impairment.

Our Investment Adviser monitors and, when appropriate, changes the investment ratings assigned to each debt investment in our portfolio. In connection with our quarterly valuation process, our Investment Adviser reviews our investment ratings on a regular basis. The following table summarizes the Internal Risk Ratings as of June 30, 2018 and December 31, 2017:



	June 30, 2018				December 31, 2017
	Fair Value		% of Fair Value		Fair Value		% of Fair Value
(dollar amounts in millions)
Internal Risk Rating 1	$	—	—	%	$	—	—	%
Internal Risk Rating 2	294.2		100.00		80.8		100.00
Internal Risk Rating 3	—		—		—		—
Internal Risk Rating 4	—		—		—		—
Internal Risk Rating 5	—		—		—		—
Internal Risk Rating 6	—		—		—		—
Total	$	294.2	100.00	%	$	80.8	100.00	%

As of each of June 30, 2018 and December 31, 2017, the weighted average Internal Risk Rating of our debt investment portfolio was 2.0. As of June 30, 2018 and December 31, 2017, none of our investments were assigned an Internal Risk Rating of 4-6 and no investments in the portfolio were on non-accrual status. All of our first and second lien debt investments were performing and current on their interest payments as of June 30, 2018 and December 31, 2017.

RESULTS OF OPERATIONS

For the three month and six month periods ended June 30, 2018

The net increase or decrease in net assets from operations may vary substantially from period to period as a result of various factors, including the recognition of realized gains and losses and net change in unrealized appreciation and depreciation. As a result, quarterly comparisons may not be meaningful.

Investment Income

Investment income for the three month and six month periods ended June 30, 2018 was as follows:



	For the three month period ended		For the six month period ended
	June 30, 2018		June 30, 2018
First Lien Debt	$	2,997	$	4,766
Second Lien Debt	1,396		2,370
Total investment income	$	4,393	$	7,136

The increase in investment income for the three month and six month periods ended June 30, 2018 was primarily driven by our deployment of capital and increasing invested balance. As of June 30, 2018, the size of our portfolio increased to $294,747, at amortized cost, and total principal amount of investments outstanding increased to $300,172. As of June 30, 2018, the weighted average yield of our first and second lien debt decreased to 8.99% on amortized cost, primarily due to the increased origination of first lien debt investments from December 31, 2017 to June 30, 2018.

Interest income on our first and second lien debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of June 30, 2018 and for the period then ended, all of our first and second lien debt investments were performing and current on their interest payments.

Net investment income for the three month and six month periods ended June 30, 2018 was as follows:



	For the three month period ended		For the six month period ended
	June 30, 2018		June 30, 2018
Total investment income	$	4,393	$	7,136
Total expenses	2,240		3,737
Net investment income (loss)	$	2,153	$	3,399

Expenses



	For the three month period ended		For the six month period ended
	June 30, 2018		June 30, 2018
Organization costs	$	—	$	7
Offering costs	277		575
Management fees	409		690
Professional fees	181		282
Administrative service fees	108		208
Interest expense	719		1,028
Credit facility fees	315		519
Directors’ fees and expenses	52		102
Other general and administrative	179		326
Total expenses	$	2,240	$	3,737

Interest expense and credit facility fees for the three month and six month periods ended June 30, 2018 were comprised of the following:



	For the three month period ended		For the six month period ended
	June 30, 2018		June 30, 2018
Interest expense	$	719	$	1,028
Facility unused commitment fee	140		230
Amortization of deferred financing costs	175		289
Total interest expense and credit facility fees	$	1,034	$	1,547
Cash paid for interest expense	$	327	$	408

The increase in interest expense for the three month and six month periods ended June 30, 2018 was driven by increased drawings under the Subscription Facility related to increased deployment of capital for investments. For the three month and six month periods ended June 30, 2018, the average interest rate increased to 3.62% and 3.55%, respectively, and average principal debt outstanding increased to $79,165 and $57,769, respectively.

The increase in management fees for the three month and six month periods ended June 30, 2018 were driven by our deployment of capital. For the three month and six month periods ended June 30, 2018, management fees were $409 and $690, respectively, and there were no incentive fees related to pre-incentive fee net investment income or realized capital gains. The accrual for any capital gains incentive fee under accounting principles generally accepted in the United States (“US GAAP”) in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. See Note 4 to the financial statements included in Part I, Item 1 of this Form 10-Q for more information on the incentive and management fees. For the three month and six month periods ended June 30, 2018, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation) as of June 30, 2018.

Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of the Company. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers and their respective staff. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs.

Net Change in Unrealized Appreciation (Depreciation) on Investments

During the three month and six month periods ended June 30, 2018, there were no realized gains on investments. During the three month and six month periods ended June 30, 2018, we had a change in unrealized appreciation on 23 and 26 investments, respectively, totaling approximately $2,947 and $3,607, respectively, which was offset by a change in unrealized depreciation on 4 and 1 investments, respectively, totaling approximately $134 and $162, respectively.

Net change in unrealized appreciation (depreciation) by the type of investments for the three month and six month periods ended June 30, 2018 were as follows:



	For the three month period ended		For the six month period ended
	June 30, 2018		June 30, 2018
Net change in unrealized appreciation (depreciation) on investments	$	2,813	$	3,445
Net change in unrealized appreciation (depreciation) on investments	$	2,813	$	3,445

Net change in unrealized appreciation (depreciation) by the type of investments for the three month and six month periods ended June 30, 2018 were as follows:



	For the three month period ended			For the six month period ended
	June 30, 2018			June 30, 2018
First Lien Debt	$	2,378		$	2,720
Second Lien Debt	466			719
Equity Investments	(31		)	6
Total	$	2,813		$	3,445

Net change in unrealized depreciation in our investments for the three month and six month periods ended June 30, 2018 was primarily due to changes in various inputs utilized under our valuation methodology, including, but not limited to, market spreads, leverage multiples and borrower ratings, and the impact of exits.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our common stock and through cash flows from operations, including investment sales and repayments as well as income earned on investments and cash equivalents. We may also fund a portion of our investments through borrowings under the Subscription Facility, as well as through securitization of a portion of our existing investments.

We entered into a revolving credit facility with lenders (the “Subscription Facility”) on October 3, 2017, which was subsequently amended on March 14, 2018. The Subscription Facility provides for secured borrowings up to the lesser of $750,000 or certain of the unfunded capital commitments we have received, subject to restrictions imposed on borrowings under the Investment Company Act and adequate collateral to support such borrowings. The maximum principal amount of the Subscription Facility is currently $300,000. The Subscription Facility provides for a three-year revolving period and has a maturity date of October 3, 2020 (with two one-year extension options, subject to the Company’s and the lender’s consent). Borrowings under the Subscription Facility bear interest initially at LIBOR plus 1.55% per year. The Subscription Facility is secured by a first lien security interest in our equity investors’ unfunded capital commitments.

Although we believe that we will remain in compliance, there are no assurances that we will continue to comply with the covenants in the Subscription Facility. Failure to comply with these covenants could result in a default under the Subscription Facility that, if we were unable to obtain a waiver from the lender, could result in the immediate acceleration of the amounts due under the Subscription Facility, and thereby have a material adverse impact on our business, financial condition and results of operations.

For more information on the Subscription Facility, see Note 5 to the financial statements in Part I, Item 1 of this Form 10-Q.

The primary use of existing funds and any funds raised in the future is expected to be for investments in portfolio companies, repayment of indebtedness, cash distributions to our stockholders and for other general corporate purposes.

As of June 30, 2018 and December 31, 2017, the Company had $18,642 and $70,570, respectively, in cash and cash equivalents. The Subscription Facility consisted of the following as of June 30, 2018 and December 31, 2017:



	June 30, 2018
	Total Facility		Borrowings Outstanding		Unused Portion ⁽¹⁾		Amount Available ⁽²⁾
Subscription Facility	$	300,000	$	143,150	$	156,850	$	106,483
Total	$	300,000	$	143,150	$	156,850	$	106,483



	December 31, 2017
	Total Facility		Borrowings Outstanding		Unused Portion ⁽¹⁾		Amount Available ⁽²⁾
Subscription Facility	$	150,000	$	60,750	$	89,250	$	89,250
Total	$	150,000	$	60,750	$	89,250	$	89,250


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


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

Equity Activity

Shares issued as of June 30, 2018 and December 31, 2017 were 8,056,122 and 4,130,683, respectively.

The following table summarizes activity in the number of shares of our common stock outstanding during the six month period ended June 30, 2018:



Shares outstanding, beginning of period	4,130,683
Common stock issued	3,925,439
Shares outstanding, end of period	8,056,122

Contractual Obligations

A summary of our significant contractual payment obligations was as follows as of June 30, 2018 and December 31, 2017:



	SPV Credit Facility and Credit Facility
Payment Due by Period	June 30, 2018		December 31, 2017
Less than 1 Year	$	—	$	—
1-3 Years	143,150		60,750
3-5 Years	—		—
More than 5 Years	—		—
Total	$	143,150	$	60,750

As of June 30, 2018 and December 31, 2017, $143,150 and $60,750, respectively, of secured borrowings were outstanding under the Subscription Facility. For the three month and six month periods ended June 30, 2018, we incurred $719 and $1,028, respectively, of interest expense and $140 and $229, respectively, of unused commitment fees.

OFF BALANCE SHEET ARRANGEMENTS

In the ordinary course of our business, we enter into contracts or agreements that contain indemnifications or warranties. Future events could occur which may give rise to liabilities arising from these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in these financial statements as of June 30, 2018 and December 31, 2017 included in Part I, Item 1 of this Form 10-Q for any such exposure.

We have in the past and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments.

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



	Principal Amount as of
	June 30, 2018		December 31, 2017
Unfunded delayed draw commitments	$	41,583	$	9,874
Unfunded revolving term loan commitments	17,105		2,498
Total unfunded commitments	$	58,688	$	12,372

DIVIDENDS AND DISTRIBUTIONS TO COMMON STOCKHOLDERS

The following table summarizes our dividends declared and payable since inception through June 30, 2018:



Date Declared	Record Date	Payment Date	Per Share Amount		Annualized Dividend Yield⁽¹⁾
March 12, 2018	March 12, 2018	April 17, 2018	$	0.30	6.3	%
June 6, 2018	June 7, 2018	July 18, 2018	$	0.37	7.9	%


(1)	Annualized dividend yield is calculated by dividend the declared dividend by the weighted average of the net asset value at the beginning of the quarter and the capital called during the quarter and annualizing over 4 quarterly periods.

CRITICAL ACCOUNTING POLICIES

The preparation of our financial statements requires us 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. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described below. The critical accounting policies should be read in connection with our financial statements in Part I, Item 1 of this Form 10-Q and in Part II, Item 8 of the Company’s annual report on Form 10-K for the year ended December 31, 2017.

Fair Value Measurements

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

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

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


•	the nature and realizable value of any collateral;


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


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


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


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


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


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


•	comparisons to comparable transactions and publicly traded securities.

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

•

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

•

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

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

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

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

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

See Note 3 to the financial statements in Part I, Item 1 of this Form 10-Q for further information on fair value measurements.

Use of Estimates

The preparation of financial statements in Part I, Item 1 of this Form 10-Q in conformity with US GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the financial statements in Part I, Item 1 of this Form 10-Q. Actual results could differ from these estimates and such differences could be material.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the Statements of Operations in Part I, Item 1 of this Form 10-Q reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Revenue Recognition

Interest from Investments and Realized Gain/Loss on Investments

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

Dividend Income

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

Other Income

Other income may include income such as consent, waiver, amendment, syndication and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in other assets in the Statements of Assets and Liabilities included in Part I, Item 1 of this Form 10-Q.

Non-Accrual Income

Income Taxes

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

Dividends and Distributions to Common Stockholders

management and available cash. Net realized capital gains, if any, are generally distributed at least annually, although the Company may decide to retain such capital gains for investment.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including changes in the valuations of our investment portfolio and interest rates.

Valuation Risk

Our investments may not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board of Directors 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. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.

Interest Rate Risk

As of June 30, 2018, on a fair value basis, all of our debt investments bear interest at a floating rate, which primarily are subject to interest rate floors. Interest rates on the investments held within our portfolio of investments are typically based on floating LIBOR, with many of these investments also having a LIBOR floor. Additionally, our Subscription Facility is also subject to floating interest rates and are currently paid based on floating LIBOR rates.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our income in the future.

The following table estimates the potential changes in net cash flow generated from interest income, should interest rates increase or decrease by 100, 200 or 300 basis points. Interest income is calculated as revenue from interest generated from our settled portfolio of debt investments held as of June 30, 2018 and December 31, 2017. These hypothetical calculations are based on a model of the settled debt investments in our portfolio, held as of June 30, 2018 and December 31, 2017, and are only adjusted for assumed changes in the underlying base interest rates and the impact of that change on interest income. Interest expense is calculated based on outstanding secured borrowings as of June 30, 2018 and December 31, 2017 and based on the terms of our Subscription Facility, adjusted for the hypothetical changes in rates, as shown below. We intend to continue to finance a portion of our investments with borrowings and the interest rates paid on our borrowings may impact significantly our net interest income.

We regularly measure exposure to interest rate risk. We assess interest rate risk and manage 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.

Based on our Statements of Assets and Liabilities as of June 30, 2018 and December 31, 2017, the following table shows the annual impact on net investment income of base rate changes in interest rates for our settled debt investments (considering interest rate floors for variable rate instruments) and outstanding secured borrowings assuming no changes in our investment and borrowing structure:



	As of June 30, 2018									As of December 31, 2017
Basis Point Change	Interest Income			Interest Expense			Net Investment Income			Interest Income			Interest Expense			Net Investment Income
Up 300 basis points	$	8,592		$	(4,295	)	$	4,297		$	2,205		$	(1,823	)	$	382
Up 200 basis points	$	5,728		$	(2,863	)	$	2,865		$	1,470		$	(1,215	)	$	255
Up 100 basis points	$	2,864		$	(1,432	)	$	1,432		$	735		$	(608	)	$	127
Down 100 basis points	$	(2,863	)	$	1,432		$	(1,431	)	$	(373	)	$	608		$	235
Down 200 basis points	$	(3,517	)	$	2,869		$	(648	)	$	(373	)	$	950		$	577
Down 300 basis points	$	(3,520	)	$	2,992		$	(528	)	$	(373	)	$	950		$	577

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 (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the three month period ended June 30, 2018 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.

The Company may become party to certain lawsuits in the ordinary course of business. The Company is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company. See also Note 9 to the financial statements in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors.

Except for as set forth below, there have been no material changes to the risk factors previously disclosed in our annual report on Form 10-K for the year ended December 31, 2017. For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 1, 2018, which is accessible on the SEC’s website at sec.gov.

New Legislation allows us to incur additional leverage.

As a BDC, under the Investment Company Act we generally are not permitted to incur borrowings, issue debt securities or issue preferred stock unless immediately after the borrowing or issuance the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 200% or, if certain requirements, which are described below, are met, 150%.

On March 23, 2018, an amendment to Section 61(a) of the 1940 Act was signed into law to permit BDCs to reduce the minimum asset coverage ratio from 200% to 150%, subject to certain approval requirements (including either stockholder approval or approval of the “required majority”, as such term is defined in Section 57(o) of the Investment Company Act), certain disclosure requirements and, in the case of a BDC that is not an issuer of common equity securities that are listed on a national securities exchange, such as the Company, the requirement that the BDC must extend to each person that is a shareholder as of the date of an approval described above the opportunity (which may include a tender offer) to sell the securities held by that shareholder as of that applicable approval date, with 25% of those securities to be repurchased in each of the four calendar quarters following the calendar quarter in which that applicable approval date takes place.

Under the existing 200% minimum asset coverage ratio, BDCs are permitted to borrow up to one dollar for investment purposes for every one dollar of investor equity, and under the 150% minimum asset coverage ratio, BDCs are permitted to borrow up to two dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a) of the 1940 Act, as amended, permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1 to 1 to a maximum of 2 to 1. As a result, BDCs may be able to incur additional indebtedness in the future, and the risks associated with an investment in BDCs may increase.

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

Except as previously reported by the Company on Form 8-K, we did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.



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

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

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

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

* Filed herewith

SIGNATURES

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



	TCG BDC II, INC.

Dated: August 8, 2018	By	/s/ Thomas M. Hennigan
		Thomas M. Hennigan Chief Financial Officer (principal financial officer)

TCG BDC II, Inc. - FORM 10-Q - August 8, 2018

Attached files

TCG BDC II, Inc. Reports