SEC Filing | FS KKR Capital Corp.

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N-2ASR

As filed with the Securities and Exchange Commission on September 19, 2024

Securities Act File

No.

333

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

N-2

☒

Registration Statement under the Securities Act of 1933

☐

Pre-Effective

Amendment No.

☐

Post-Effective Amendment No.

FS KKR Capital Corp.

(Registrant’s Exact Name as Specified in Charter)

201 Rouse Boulevard

Philadelphia,

19112

(Address of Principal Executive Offices)

(215)

495-1150

(Registrant’s Telephone Number, including Area Code)

Michael C. Forman

FS KKR Capital Corp.

201 Rouse Boulevard

Philadelphia,

19112

(Name and address of Agent for Service)

COPIES TO:

James A. Lebovitz

Eric S. Siegel

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Tel: (215)

994-4000

Fax: (215)

994-2222

Approximate Date of Commencement of Proposed Public Offering: From time to time after the effective date of this Registration Statement.

☐	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

☒	Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

☒	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

☒	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

☐	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

☐	when declared effective pursuant to Section 8(c) of the Securities Act

Check each box that appropriately characterizes the Registrant:

☐	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

☒	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

☐	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

☒	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

☒	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

☐	If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of Securities Act.

☐	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

PROSPECTUS

Common Stock

Preferred Stock

Warrants

Subscription Rights

Debt Securities

We are an externally managed,

non-diversified,

closed-end

management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. Our investments and activities are managed by FS/KKR Advisor, LLC, or the Adviser, a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act, that is jointly operated by an affiliate of Franklin Square Holdings, L.P., or FS Investments, and by KKR Credit Advisors (US) LLC, or KKR Credit.

We may offer, from time to time, in one or more offerings or series, together or separately, our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities, which we refer to, collectively, as the “securities”. We may sell our common stock through underwriters or dealers,

“at-the-market”

to or through a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus. In the event we offer common stock, the offering price per share of our common stock exclusive of any underwriting commissions or discounts will not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the consent of the majority of our common stockholders and approval of our board of directors or (3) under such circumstances as the Securities and Exchange Commission, or the SEC, may permit. In past years, we obtained the approval of our stockholders to issue shares of common stock at prices below the then-current net asset value of our common stock, subject to certain conditions, during the twelve-month periods beginning on the date of such approvals. The current authorization expires on August 16, 2025. At our 2025 annual stockholder meeting, we expect that we will again seek the approval of our stockholders to issue shares of our common stock at prices below the then-current net asset value per share for a twelve-month period following stockholder approval. See “Risk Factors” and “Sales of Common Stock Below Net Asset Value” for more information.

Our common stock is traded on the New York Stock Exchange, LLC, or the NYSE, under the ticker symbol “FSK”. The last reported closing price for our common stock on September 18, 2024 was $19.64 per share. The net asset value of our common stock on June 30, 2024 (the last date prior to the date of this prospectus for which we publicly disclosed our net asset value) was $23.95 per share.

We invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and illiquid.

Investing in our securities may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of investment. See “Risk Factors” beginning on page 14 of this prospectus, in our most recent Annual Report on Form

10-K,

in any of our other filings with the SEC, and in any applicable prospectus supplement to read about the risks you should consider before buying our securities, including the risk of leverage.

This prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, and any related free writing prospectus, and the documents incorporated by reference, before buying any of the securities being offered and keep them for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the SEC. This information is available free of charge by contacting us at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, by calling us collect at (215)

495-1150

or by visiting our website at

www.fskkradvisor.com

www.sec.gov

that contains such information.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

THE DATE OF THIS PROSPECTUS IS SEPTEMBER 19, 2024.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC using the automatic “shelf” registration process as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. Under the shelf registration process, we may offer from time to time, in one or more offerings or series, our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities on the terms to be determined at the time of the offering. We may sell our common stock through underwriters or dealers,

“at-the-market”

to or through a market maker, into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus, and the prospectus and prospectus supplement will together serve as the prospectus.

Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a subsequent prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC and any prospectus supplement, together with additional information described below under “Incorporation by Reference” and “Available Information.” In this prospectus, we use the term “day” to refer to a calendar day, and we use the term “business day” to refer to any day other than Saturday, Sunday, a legal holiday or a day on which banks in New York City are authorized or required to close, or any day that the NYSE is closed for trading.

You should rely only on the information contained in this prospectus, any accompanying prospectus supplement, any free writing prospectus, the documents incorporated by reference in this prospectus and any applicable prospectus supplement, or any other information which we have referred you when considering whether to purchase any securities offered by this prospectus. We have not authorized any other person to provide you with different information from that contained in this prospectus and accompanying prospectus supplements or free writing prospectuses. The information contained in this prospectus, accompanying prospectus supplements and free writing prospectuses is complete and accurate only as of its date. If there is a material change in our affairs, we will amend or supplement these documents only as required by law.

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS			i
PROSPECTUS SUMMARY			1
THE COMPANY			1
OFFERINGS			7
FEES AND EXPENSES			9
FINANCIAL HIGHLIGHTS			12
RISK FACTORS			14
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			15
USE OF PROCEEDS			17
DISTRIBUTIONS			18
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			20
SENIOR SECURITIES			21
BUSINESS			22
PRICE RANGE OF COMMON STOCK			23
SALES OF COMMON STOCK BELOW NET ASSET VALUE			24
DETERMINATION OF NET ASSET VALUE			30
MANAGEMENT			33
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			37
CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS			38
PORTFOLIO COMPANIES			39
DISTRIBUTION REINVESTMENT PLAN			76
DESCRIPTION OF SECURITIES			78
DESCRIPTION OF OUR CAPITAL STOCK			79
DESCRIPTION OF OUR PREFERRED STOCK			87
DESCRIPTION OF OUR SUBSCRIPTION RIGHTS			88
DESCRIPTION OF OUR WARRANTS			90
DESCRIPTION OF OUR DEBT SECURITIES			92
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			106
REGULATION			116
PLAN OF DISTRIBUTION			117
CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR			119
BROKERAGE ALLOCATION AND OTHER PRACTICES			119
LEGAL MATTERS			119
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			119
INCORPORATION BY REFERENCE			120
AVAILABLE INFORMATION			120
PART C OTHER INFORMATION			C-1

PROSPECTUS SUMMARY

This summary highlights some of the information contained elsewhere in this prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under “Risk Factors” and the other information included or incorporated by reference in this prospectus and the accompanying prospectus supplement. Unless otherwise noted in this prospectus, the terms “we,” “us,” “our,” the “Company” and “FSK” refer to FS KKR Capital Corp. In addition, the term “Adviser” refers to FS/KKR Advisor, LLC.

THE COMPANY

Overview

We were incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. We are an externally managed,

non-diversified,

closed-end

management investment company that has elected to be regulated as a BDC under the 1940 Act and has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As of June 30, 2024, we had total assets of approximately $15.1 billion.

We are externally managed by the Adviser pursuant to the investment advisory agreement and supervised by our board of directors, a majority of whom are independent.

•

Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. We seek to meet our investment objectives by: utilizing the experience and expertise of the management team of the Adviser;

•

employing a defensive investment approach focused on long-term credit performance and principal protection;

•

focusing primarily on debt investments in a broad array of private U.S. companies, including middle market companies, which we define as companies with annual earnings before interest, taxes, depreciation and amortization, or EBITDA, of $50 million to $150 million at the time of investment;

•

investing primarily in established, stable enterprises with positive cash flows; and

•

maintaining rigorous portfolio monitoring, in an attempt to anticipate and

pre-empt

negative credit events within our portfolio, such as an event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company.

We pursue our investment objective by investing primarily in the debt of middle market U.S. companies with a focus on originated transactions sourced through the network of the Adviser and its affiliates. We define direct originations as any investment where the Company’s investment adviser,

sub-adviser

or their affiliates had negotiated the terms of the transaction beyond just the price, which, for example, may include negotiating financial covenants, maturity dates or interest rate terms. These directly originated transactions include participation in other originated transactions where there may be third parties involved, or a bank acting as an intermediary, for a closely held club, or similar transactions.

Our portfolio is comprised primarily of investments in senior secured loans and second lien secured loans of private middle market U.S. companies and, to a lesser extent, subordinated loans and certain asset-based financing loans of private U.S. companies. Although we do not expect a significant portion of our portfolio to be comprised of subordinated loans, there is no limit on the amount of such loans in which we may invest. We may purchase interests in loans or make other debt investments, including investments in senior secured bonds, through secondary market transactions in the

“over-the-counter”

market or directly from our target companies as

primary market or directly originated investments. In connection with our debt investments, we may on occasion receive equity interests such as warrants or options as additional consideration. We may also purchase or otherwise acquire interests in the form of common or preferred equity or equity-related securities, such as rights and warrants that may be converted into or exchanged for common stock or other equity or the cash value of common stock or other equity, including through a

co-investment

with a financial sponsor or possibly the restructuring of an investment. In addition, a portion of our portfolio may be comprised of corporate bonds, structured products, other debt securities and derivatives, including total return swaps and credit default swaps. The Adviser will seek to tailor our investment focus as market conditions evolve. Depending on market conditions, we may increase or decrease our exposure to less senior portions of the capital structures of our portfolio companies or otherwise make opportunistic investments, such as where the market price of loans, bonds or other securities reflects a lower value than deemed warranted by the Adviser’s fundamental analysis. Such investment opportunities may occur due to general dislocations in the markets, a misunderstanding by the market of a particular company or an industry being out of favor with the broader investment community and may include event driven investments, anchor orders and structured products.

The senior secured loans, second lien secured loans and senior secured bonds in which we invest generally have stated terms of three to seven years and subordinated debt investments that we make generally have stated terms of up to ten years, but the expected average life of such securities is generally three to four years. However, we may invest in loans and securities with any maturity or duration. Our debt investments may be rated by a nationally recognized statistical rating organization, or NRSRO, and, in such case, generally will carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investors Service, Inc., or Moody’s, or lower than

“BBB-”

by Standard & Poor’s Ratings Services, or S&P). We may invest without limit in debt or other securities of any rating, as well as debt or other securities that have not been rated by a NRSRO.

To seek to enhance our returns, we employ leverage as market conditions permit and at the discretion of the Adviser, but in no event will leverage employed exceed the maximum amount permitted by the 1940 Act. Prior to June 14, 2019, in accordance with the 1940 Act, we were allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, was at least 200% after such borrowing. Effective June 15, 2019, following approval by our stockholders, our asset coverage requirement was reduced from 200% to 150%.

As a BDC, we are subject to certain regulatory restrictions in making our investments. For example, BDCs generally are not permitted to

co-invest

with certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the U.S. Securities and Exchange Commission, or the SEC. However, BDCs are permitted to, and may, simultaneously

co-invest

in transactions where price is the only negotiated term. In an order dated January 5, 2021, the SEC granted exemptive relief permitting us, subject to the satisfaction of certain conditions, to

co-invest

in certain privately negotiated investment transactions, including investments originated and directly negotiated by the Adviser or KKR Credit, with certain affiliates of the Adviser, or our

co-investment

affiliates. We believe this relief enhances our ability to further our investment objectives and strategy. We believe this relief may also increase favorable investment opportunities for us, in part, by allowing us to participate in larger investments, together with our

co-investment

affiliates, than would be available to us if such relief had not been obtained.

Acquisition of FS KKR Capital Corp. II

On June 16, 2021, pursuant to the Agreement and Plan of Merger dated as of November 23, 2020, or the 2020 Merger Agreement, we completed the merger of Rocky Merger Sub, Inc., or the Merger Sub, with and into FS KKR Capital Corp. II, or FSKR, with FSKR continuing as the surviving company, and as a wholly-owned subsidiary of the Company, or the First Merger, and immediately thereafter, FSKR merged with and into the Company, with the Company continuing as the surviving company, or together with the First Merger, the 2021 Merger. In accordance with the terms of the 2020 Merger Agreement, (i) each outstanding share of FSKR common stock was converted into the right to receive 0.9498 shares of the Company’s common stock. This

exchange ratio was determined based on the closing net asset value, or NAV, per share of $26.77 and $25.42 for the Company and FSKR, respectively, as of June 14, 2021, to ensure that the NAV of shares investors will own in FSK is equal to the NAV of the shares they held in FSKR. As a result, the Company issued an aggregate of approximately 161,374,028 shares of its common stock to former FSKR stockholders. Following the consummation of the 2021 Merger, we entered into an amended and restated investment advisory agreement with the Adviser, or the investment advisory agreement.

About the Adviser

The Adviser is a Delaware limited liability company, located at 201 Rouse Boulevard, Philadelphia, PA 19112, registered as an investment adviser with the SEC under the Advisers Act. The Adviser is a partnership between an affiliate of Franklin Square Holdings, L.P. (which does business as FS Investments), or FS Investments, and KKR Credit. Our chairman and chief executive officer, Michael C. Forman, serves as the Adviser’s chairman and chief executive officer.

The Adviser has significant experience in private lending and private equity investing, and has developed an expertise in using all levels of a firm’s capital structure to produce income-generating investments, while focusing on risk management. The Adviser also has extensive knowledge of the managerial, operational and regulatory requirements of publicly registered alternative asset entities, such as BDCs. We believe that the active and ongoing participation by the Adviser, FS Investments, KKR Credit and their respective affiliates in the credit markets, and the depth of experience and disciplined investment approach of the Adviser, will allow the Adviser to successfully execute our investment strategies.

Our board of directors, which is comprised of a majority of independent directors, oversees and monitors our investment performance, and beginning with the second anniversary of the effective date of the investment advisory agreement, will review the investment advisory agreement to determine, among other things, whether the fees payable under such agreement are reasonable in light of the services provided.

About FS Investments

FS Investments is a global alternative asset manager dedicated to delivering superior performance and innovative investment and capital solutions. The firm manages over $82 billion in assets for a wide range of clients, including institutional investors, financial professionals and individual investors. FS Investments provides access to a broad suite of alternative asset classes and strategies through its

best-in-class

investment teams and partners. With its diversified platform and flexible capital solutions, the firm is a valued partner to general partners, asset owners and portfolio companies. FS Investments is grounded in its high-performance culture and guided by its commitment to building value for its clients, investing in its colleagues and giving back to its communities. The firm has more than 500 employees across offices in the U.S., Europe and Asia and is headquartered in Philadelphia.

About KKR Credit

KKR Credit is a Delaware limited liability company, located at 555 California Street, 50th Floor, San Francisco, CA 94104, registered as an investment adviser with the SEC under the Advisers Act. It had approximately $237 billion of assets under management as of June 30, 2024 across investment funds, structured finance vehicles, specialty finance companies and separately managed accounts that invest capital in both liquid and illiquid credit strategies on behalf of some of the largest public and private pension plans, global financial institutions, university endowments and other institutional and public market investors. Its investment professionals utilize an industry and thematic approach to investing and benefit from access, where appropriate, to the broader resources and intellectual capital of KKR & Co. Inc., or KKR & Co.

KKR Credit is a subsidiary of KKR & Co., a leading global investment firm with over $601 billion in assets under management as of June 30, 2024, that manages investments across multiple asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic manager partnerships that manage hedge funds. KKR & Co. aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR & Co. portfolio companies. KKR & Co. invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business.

Risk Factors

Investing in FSK involves risks. The following is a summary of the principal risks that you should carefully consider before investing in our securities. In addition, see “Risk Factors” beginning on page

and in our most recent Annual Report on

Form 10-K

and Quarterly Reports on

Form 10-Q

incorporated by reference herein for a more detailed discussion of the principal risks as well as certain other risks you should carefully consider before deciding to invest in our securities.

Risks Related to Our Business and Structure

•

If our investment advisory agreement were to be terminated, or if the Adviser loses any members of its senior management team, our ability to achieve our investment objectives could be significantly harmed.

•

The inability of the Adviser to generate investment opportunities through relationships with private equity sponsors, investment banks and commercial banks could adversely affect our business.

•

We operate in a highly competitive market for investment opportunities.

•

The Small Business Credit Availability Act allows us to incur additional leverage.

•

Failure to safeguard the security of our data could compromise our ability to conduct business.

Risks Related to the Adviser and its Affiliates

•

The Adviser and its affiliates face conflicts of interest as a result of arrangements between us and the Adviser and related to obligations the Adviser and its affiliates have to our affiliates and to other clients.

•

We may be obligated to pay the Adviser incentive compensation on income that we have not received.

•

We may face additional competition because employees of the Adviser are not prohibited from raising money for or managing another entity that makes the same types of investments that we target.

Risks Related to Business Development Companies and RICs

•

Failure to maintain our status as a BDC would reduce our operating flexibility.

•

Our ability to acquire investments may be adversely affected if we cannot obtain financing.

•

The requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a BDC.

Risks Related to our Investments

•

Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

•

Our investments in prospective portfolio companies may be risky, and we could lose all of our investment.

•

Our investments in private investment funds subject us indirectly to the underlying risks of such private investment funds and additional fees and expenses.

•

There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims. If there is a default, the value of any collateral securing our debt investments may not be sufficient to repay in full both the other creditors and us.

•

Declines in market values or fair market values of our investments could result in significant net unrealized depreciation of our portfolio, which in turn would reduce our net asset value.

•

A significant portion of our investment portfolio does not have a readily available market price and is and will be recorded at fair value in accordance with policies and procedures approved by our board of directors and, as a result, there is and will be uncertainty as to the value of our portfolio investments.

•

We are exposed to risks associated with changes in interest rates.

•

Our investments may include original issue discount and PIK instruments.

•

We may from time to time enter into derivative transactions which expose us to certain risks.

Risks Related to Debt Financing

•

We currently incur indebtedness to make investments, which magnifies the potential for gain or loss on amounts invested in our common stock and may increase the risk of investing in our common stock.

•

The agreements governing our debt financing arrangements contain various covenants which, if not complied with, could have a material adverse effect on our ability to meet our investment obligations.

Risks Related to an Investment in Our Common Stock

•

There is a risk that investors in our common stock may not receive distributions.

•

Portions of the distributions that we make may represent a return of capital to stockholders.

•

Our shares of common stock may trade at a discount to net asset value, and we may issue shares at prices below our then-current net asset value.

•

We may pay distributions from offering proceeds, borrowings or the sale of assets.

•

Certain provisions of our charter and bylaws as well as provisions of the Maryland General Corporation Law could deter takeover attempts and have an adverse impact on the value of our common stock.

•

Holders of any preferred stock that we issue will have the right to elect members of the board of directors.

General Risk Factors

•

Future disruptions or instability in capital markets could negatively impact the valuation of our investments and our ability to raise capital.

•

Future economic recessions or downturns could impair our portfolio companies and harm our operating results.

•

Events outside of our control, including public health crises, could negatively affect our portfolio companies and our results of operations.

•

If a period of capital market disruption and instability continues for an extended period of time, there is a risk that investors in our equity securities may not receive distributions consistent with historical levels or at all or that our distributions may not grow over time and a portion of our distributions may be a return of capital.

•

Economic sanction laws in the United States and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies.

Our Corporate Information

Our principal executive offices are located at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19122 and our telephone number is

(215) 495-1150.

We maintain a website located at

www.fskkradvisor.com

. Information on our website is not incorporated by reference into this prospectus, and you should not consider such information to be part of this prospectus.

OFFERINGS

We may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities on terms to be determined at the time of the offering. We will offer our securities at prices and on terms to be set forth in one or more supplements to this prospectus. The offering price per share of our common stock, less any underwriting commissions or discounts, generally will not be less than the net asset value per share of our common stock at the time of an offering. However, we may issue shares of our common stock pursuant to this prospectus at a price per share that is less than our net asset value per share (a) in connection with a rights offering to our existing stockholders, (b) with the prior approval of the majority of our common stockholders or (c) under such other circumstances as the SEC may permit. Any such issuance of shares of our common stock below net asset value may be dilutive to the net asset value of our common stock. See “Risk Factors—Risks Related to Debt Financing” and “Risk Factors—Risks Related to an Investment in Our Common Stock” in our most recent Annual Report on Form

10-K

as well as “Risk Factors” included in this prospectus.

We may offer our securities directly to one or more purchasers, including existing stockholders in a rights offering, through agents that we designate from time to time or to or through underwriters or dealers. The prospectus supplement relating to each offering will identify any agents or underwriters involved in the sale of our securities, and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution.” We may not sell any of our securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of our securities. Set forth below is additional information regarding offerings of our securities:

Use of proceeds

Unless otherwise specified in a prospectus supplement or any free writing prospectus relating to an offering, we intend to use substantially all of the proceeds from a sale of our securities, net of expenses, for general corporate purposes, which may include, among other things, making investments in private U.S. companies in accordance with our investment objectives and using the strategies described in this prospectus or repaying indebtedness. Each supplement to this prospectus relating to an offering will more fully identify the use of the proceeds from such offering. See “Use of Proceeds.”

Distributions

Subject to applicable legal restrictions and the sole discretion of our board of directors, we intend to declare and pay regular cash distributions on a quarterly basis. From time to time, we may also pay special interim distributions in the form of cash or shares of our common stock at the discretion of our board of directors. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of our board of directors. See “Distributions.”

Taxation

We have elected to be subject to tax as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we timely distribute each tax year as distributions for U.S. federal income tax purposes to our stockholders. To qualify for and maintain our qualification as a RIC, we must, among other things, meet certain

source-of-income

and asset diversification requirements (as described herein). See “Material U.S. Federal Income Tax Considerations.”

Distribution reinvestment plan

We have adopted an “opt out” distribution reinvestment plan that provides for reinvestment of our distributions on behalf of our stockholders unless a stockholder elects to receive cash. As a result, if our board of directors declares a cash distribution, then stockholders who have not elected to “opt out” of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock as described below. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of our board of directors. See “Distribution Reinvestment Plan” below.

Trading Symbol

“FSK”

Leverage

We borrow funds to make additional investments. We use this practice, which is known as “leverage,” to attempt to increase returns to our stockholders, but it involves significant risks. See “Risk Factors” and “Senior Securities.” We are currently allowed to borrow amounts such that our asset coverage, as calculated pursuant to the Investment Company Act, equals at least 150% after such borrowing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition, Liquidity and Capital Resources” in our most recent Annual Report on Form

10-K

and “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition, Liquidity and Capital Resources” in our most recent Quarterly Report on Form

10-Q.

Management arrangements

FS/KKR Advisor, LLC serves as our investment adviser and as our administrator. For a description of the Adviser, see “Business” in our most recent Annual Report on Form

10-K

under the captions “About the Adviser” and “Operating and Regulatory Structure.”

Available information

We file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Exchange Act. This information is available free of charge by calling us collect at (215)

495-1150

or on our website at www.fskkradvisor.com. Information contained on our website is not incorporated by reference into this prospectus or any supplements to this prospectus, and you should not consider that information to be part of this prospectus or any supplements to this prospectus. The SEC maintains an Internet website that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available free of charge on the SEC’s Internet website at http://www.sec.gov. See “Available Information.”

Incorporation by reference

This prospectus is part of a registration statement that we have filed with the SEC. The information incorporated by reference is considered to comprise a part of this prospectus from the date we file that document. Any reports filed by us with the SEC before the date that any offering of any securities by means of this prospectus and any accompanying prospectus supplement is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. See “Incorporation by Reference.”

FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in shares of our common stock will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you,” “us” or “FS KKR Capital Corp.,” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in us.


Stockholder Transaction Expenses (as a percentage of offering price)
Sales load (1)	—	%
Offering expenses (2)	—	%
Distribution reinvestment plan expenses (3)	No ne

Total stockholder transaction expenses	—	%


Annual expenses (as a percentage of net assets attributable to common stock) (4)
Base management fee (5)	3.16	%
Incentive fees payable under the investment advisory agreement (6)	2.56	%
Interest payments on borrowed funds (7)	9.39	%
Other expenses (8)	0.86	%
Acquired fund fees and expenses (9)	1.63	%
Total annual expenses (10)	17.60	%

(1)	In the event that the securities to which this prospectus relates are sold to or through underwriters or agents, a corresponding prospectus supplement will disclose the applicable sales load.

(2)	The related prospectus supplement will disclose the estimated amount of total offering expenses (which may include offering expenses borne by third parties on our behalf), the offering price and the offering expenses borne by us as a percentage of the offering price.

(3)	The estimated expenses associated with our distribution reinvestment plan are included in “Other expenses.” See “Distribution Reinvestment Plan.”

(4)	“Net assets attributable to common stock” equals our average net assets of $6.9 billion as of June 30, 2024.

(5)

Our base management fee under the investment advisory agreement is payable quarterly in arrears and is calculated at an annual rate of 1.50% of the average weekly value of our gross assets, which are assumed to equal 222% of our average net assets as described in Note 4 above. To the extent our gross assets financed by leverage exceed 1.0x

debt-to-equity,

the excess amount of gross assets are calculated at rate of 1.00%. The base management fee shown in the table above is higher than 1.50% because the base management fee in the table is required to be calculated as a percentage of our average net assets, rather than gross assets.

(6)

The incentive fee in the investment advisory agreement consists of two parts. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, will be calculated and payable quarterly in arrears, will equal 17.5% of our

“pre-incentive

fee net investment income” for the immediately preceding quarter and will be subject to a hurdle rate, expressed as a rate of return on our net assets, equal to 1.75% per quarter, or an annualized hurdle rate of 7.0%. The amount in the table above assumes that the subordinated incentive fee on income will be 2.56% of average net assets. This figure is based on the annualized subordinated incentive fees on income accrued for the six months ended June 30, 2024 recalculated based on the base management fee and incentive fee in the investment advisory agreement, and assumes that such amount represents the subordinated incentive fees on income that will be payable over the twelve months following June 30, 2024. The actual subordinated incentive fee on income as a percentage of our average net assets may be higher than this amount.

The second part of the incentive fee, which is referred to as the incentive fee on capital gains, is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement). This fee equals 20.0% of our incentive fee capital gains, which equals our realized capital gains

on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. The amount in the table assumes that there is no incentive fee on capital gains and is based on the net unrealized depreciation as of June 30, 2024. Such amounts are expressed as a percentage of the average net assets as of such date.

(7)

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources” in our most recent Annual Report on Form

10-K

or Quarterly Report on Form

10-Q

for a discussion of our financing arrangements. The calculation assumes (i) $19.2 billion in total assets, (ii) a weighted average cost of funds of 5.34%, (iii) $12.1 billion in debt outstanding (i.e., assumes that the maximum amount of available borrowings under our current debt facilities that we are permitted under the 1940 Act minimum asset coverage requirement is outstanding as of June 30, 2024) and (iv) $6.7 billion in stockholders’ equity.

(8)

Other expenses include accounting, legal and auditing fees and excise and state taxes, as well as the reimbursement of the compensation of administrative personnel and fees payable to our directors who do not also serve in an executive officer capacity for us or the Adviser. The amount presented in the table reflects annualized results of our operations for the quarter ended June 30, 2024.

(9)

Stockholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest that (1) are investment companies or (2) would be investment companies under section 3(a) of the 1940 Act but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the 1940 Act. This amount includes the fees and expenses of Credit Opportunities Partners JV, LLC (“COP JV”), our joint venture with South Carolina Retirement Systems Group Trust. The amount shown is the expense ratio of COP JV for the six months ended June 30, 2024 and multiplied by the value of the Company’s holding of COP JV as of June 30, 2024, divided by the Company’s net assets as of June 30, 2024.

(10)

“Total annual expenses” as a percentage of net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. The SEC requires that the “total annual expenses” percentage be calculated as a percentage of net assets (defined as total assets less indebtedness), rather than the total assets, including assets that have been funded with borrowed monies. If the “total annual expenses” percentage were calculated instead as a percentage of total assets, our “total annual expenses” would be 7.95% of total assets.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. Transaction expenses are not included in the following example. In the event that shares of common stock are sold to or through underwriters or agents, a corresponding prospectus supplement will restate this example to reflect the applicable sales load. See “Plan of Distribution” for additional information regarding stockholder transaction expenses.


	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return (none of which is subject to our incentive fee on capital gains):	$	143	$	387	$	585	$	929
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return resulting entirely from net realized capital gains (all of which is subject to our incentive fee on capital gains):	$	152	$	406	$	608	$	947

The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. Because the example assumes, as required by the SEC, a 5.0% annual return, no subordinated incentive fee on income would be accrued and

payable in any of the indicated time periods. Our performance will vary and may result in a return greater or less than 5.0%. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all distributions at net asset value, reinvestment of distributions under our distribution reinvestment plan may occur at a price per share that differs from the then-current net asset value per share. See “Distribution Reinvestment Plan” for additional information regarding our distribution reinvestment plan. See “Plan of Distribution” for additional information regarding stockholder transaction expenses.

FINANCIAL HIGHLIGHTS

The information contained in Note 12 to our audited consolidated financial statements in our most recent Annual Report on Form

10-K

and in Note 11 to our unaudited consolidated financial statements in our most recent Quarterly Report on Form

10-Q

is incorporated by reference herein.

The following is a schedule of financial highlights of the Company for the years ended December 31, 2018, 2017, 2016, 2015 and 2014. The below schedule does not give effect to the 4 to 1 reverse stock split consummated by the Company on June 15, 2020.


	Year Ended December 31,
	2018			2017			2016			2015			2014
Per Share Data: (1)
Net asset value, beginning of period	$	9.30		$	9.41		$	9.10		$	9.83		$	10.18
Results of operations (2)
Net investment income (loss)		0.82			0.83			0.85			1.10			0.97
Net realized gain (loss) and unrealized appreciation (depreciation)		(1.43	)		(0.08	)		0.35			(0.94	)		(0.19	)

Net increase (decrease) in net assets resulting from operations		(0.61	)		0.75			1.20			0.16			0.78

Stockholder distributions (3)
Distributions from net investment income		(0.85	)		(0.86	)		(0.89	)		(0.75	)		(0.79	)
Distributions from net realized gain on investments		—			—			—			(0.14	)		(0.29	)

Net decrease in net assets resulting from stockholder distributions		(0.85	)		(0.86	)		(0.89	)		(0.89	)		(1.08	)

Capital share transactions
Issuance of common stock (4)		0.00			0.00			0.00			0.00			0.00
Repurchases of common stock (5)		0.04			—			—			—			(0.05	)
Deduction of deferred costs (6)		(0.04	)		—			—			—			—

Net increase (decrease) in net assets resulting from capital share transactions		0.00			—			—			—			(0.05	)

Net asset value, end of period	$	7.84		$	9.30		$	9.41		$	9.10		$	9.83

Per share market value, end of period	$	5.18		$	7.35		$	10.30		$	8.99		$	9.93

Shares outstanding, end of period		531,478,739			245,725,416			244,063,357			242,847,016			240,896,559

Total return based on net asset value (7)		(6.56	)%		7.97	%		13.19	%		1.63	%		7.17	%

Total return based on market value (8)		(20.15	)%		(21.39	)%		25.91	%		(0.78	)%		5.52	%

Ratio/Supplemental Data:
Net assets, end of period	$	4,166		$	2,285		$	2,297		$	2,209		$	2,367
Ratio of net investment income to average net assets (9)		9.15	%		8.86	%		9.32	%		11.25	%		9.54	%
Ratio of total operating expenses to average net assets (8)		8.57	%		9.48	%		9.69	%		8.90	%		8.90	%
Ratio of net operating expenses to average net assets (9)		8.44	%		9.37	%		9.69	%		8.90	%		8.79	%
Portfolio turnover		19.92	%		29.17	%		29.65	%		39.93	%		50.27	%
Total amount of senior securities outstanding, exclusive of treasury securities	$	3,397		$	1,722		$	1,703		$	1,835		$	1,864
Asset coverage per unit (10)		2.23			2.33			2.35			2.20			2.27

(1)	Per share data may be rounded in order to recompute the ending net asset value per share.

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

(3)	The per share data for distributions reflect the actual amount of distributions paid per share during the applicable period.

(4)

The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of common stock pursuant to the Company’s distribution reinvestment plan. The issuance of common stock at a price that is greater than the net asset value per share results in an increase in net asset value per share. The per share impact of the Company’s distribution reinvestment plan is an increase to the net asset value of less than $0.01 per share during the years ended December 31, 2018, 2017, 2016, 2015 and 2014.

(5)

Represents the incremental impact of the Company’s share repurchase program by buying shares in the open market at a price lower than net asset value per share for the year ended December 31, 2018. For the year ended December 31, 2014, represents a reduction to net asset value as a result of the Company repurchasing shares at a price greater than its net asset value per share for the year ended December 31, 2014.

(6)	As a result of the purchase price allocation for the Merger, the Company permanently wrote off approximately $22 of deferred costs and prepaid assets from CCT’s balance sheet. Refer to Note 13 for a discussion of the Merger.

(7)

The total return based on net asset value for each year presented was calculated by taking the net asset value per share as of the end of the applicable year, adding the cash distributions per share that were declared during the applicable calendar year and dividing the total by the net asset value per share at the beginning of the applicable year. Total return based on net asset value does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of the Company’s common stock. The historical calculation of total return based on net asset value in the table should not be considered a representation of the Company’s future total return based on net asset value, which may be greater or less than the return shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies that meet its investment criteria, the interest rates payable on the debt securities the Company acquires, the level of the Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets and general economic conditions. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on the Company’s investment portfolio during the applicable period and do not represent an actual return to stockholders.

(8)

The total return based on market value for each period presented was calculated based on the change in market price during the applicable period, including the impact of distributions reinvested in accordance with the Company’s DRP. The total return based on market value for the year ended December 31, 2014 was calculated based on the period from April 16, 2014, the first day the shares began trading on the NYSE at a closing price of $10.25, to December 31, 2014. Total return based on market value does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of the Company’s common stock. The historical calculation of total return based on market value in the table should not be considered a representation of the Company’s future total return based on market value, which may be greater or less than the return shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies that meet its investment criteria, the interest rates payable on the debt securities the Company acquires, the level of the Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets, general economic conditions and fluctuations in per share market value. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods.

(9)	Weighted average net assets during the applicable period are used for this calculation. The following is a schedule of supplemental ratios for the years ended December 31, 2018, 2017, 2016, 2015 and 2014:


	Year Ended December 31,
	2018			2017			2016			2015			2014
Ratio of accrued capital gains incentive fees to average net assets		—			—			—			(0.89	)%		(0.37	)%
Ratio of subordinated income incentive fees to average net assets		1.16	%		2.19	%		2.33	%		2.59	%		2.29	%
Ratio of interest expense to average net assets		3.75	%		3.44	%		3.33	%		3.19	%		2.56	%
Ratio of excise taxes to average net assets		0.31	%		0.23	%		0.25	%		0.26	%		0.21	%

(10)	Asset coverage per unit is the ratio of the carrying value of the Company’s total consolidated assets, less liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

RISK FACTORS

Investing in our securities involves a number of significant risks. In addition to the other information contained in this prospectus and the applicable prospectus supplement and any free writing prospectus, you should consider carefully the following information and the risk factors incorporated by reference in our most recent Annual Report on Form

10-K

and any subsequent Quarterly Reports on Form

10-Q

or Current Reports on Form

8-K

we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act and the risk factors and other information contained in any prospectus supplement and any free writing prospectus before acquiring any of such securities before making an investment in our securities. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. Each of the risk factors could materially adversely affect our business, financial condition and results of operations. In such case, the net asset value and market price of our common stock could decline or the value of our preferred stock, warrants, subscription rights or debt securities may decline, and investors may lose all or part of their investment.

Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. This could cause our net asset value and the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section titled “Special Note Regarding Forward-Looking Statements.”

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus, including the documents we incorporate by reference herein and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference therein, constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus and any applicable prospectus supplement or free writing prospectus may include statements as to:

•

our future operating results;

•

our business prospects and the prospects of the companies in which we may invest;

•

the impact of the investments that we expect to make;

•

the ability of our portfolio companies to achieve their objectives;

•

our current and expected financings and investments;

•

receiving and maintaining corporate credit ratings and changes in the general interest rate environment;

•

the elevated levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;

•

the adequacy of our cash resources, financing sources and working capital;

•

the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

•

our contractual arrangements and relationships with third parties;

•

actual and potential conflicts of interest with the other funds managed by the Adviser, FS Investments, KKR Credit or any of their respective affiliates;

•

the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•

general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;

•

our use of financial leverage;

•

the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;

•

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

•

our ability to maintain our qualification as a RIC and as a BDC;

•

the impact on our business of the U.S. and international financial reform legislation, rules and regulations;

•

the effect of changes to tax legislation on us and the portfolio companies in which we may invest and our and their tax position; and

•

the tax status of the enterprises in which we may invest.

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in or incorporated by reference into this prospectus and any applicable prospectus supplement or free writing prospectus are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause our actual results to differ materially from those expressed or forecasted in the forward-looking statements for any reason, including those factors incorporated by reference in “Risk Factors” and elsewhere in this prospectus. Other factors that could cause actual results to differ materially include:

•

changes in the economy;

•

geo-political

risks;

•

risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters or pandemics;

•

future changes in laws or regulations and conditions in our operating areas; and

•

the price at which shares of our common stock may trade on the NYSE.

Discussions containing these forward-looking statements may be found in the sections titled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Annual Report on Form

10-K,

as well as any amendments filed with the SEC. We discuss in greater detail, and incorporate by reference into this prospectus in their entirety, many of these risks and uncertainties in the sections titled “Risk Factors” in the applicable prospectus supplement, in any free writing prospectus we may authorize for use in connection with a specific offering and in our most recent Annual Report on Form

10-K,

and any subsequent Quarterly Reports on Form

10-Q

or Current Reports on Form

8-K

as well as any amendments reflected in subsequent filings with the SEC. In addition, statements that we “believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us on the date of this prospectus, free writing prospectus and documents incorporated by reference into this prospectus and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

Unless otherwise specified in a prospectus supplement or any free writing prospectus relating to an offering, we intend to use substantially all of the proceeds from a sale of our securities, net of expenses, for general corporate purposes, which may include, among other things, making investments in private U.S. companies in accordance with our investment objectives and using the strategies described in this prospectus or repaying indebtedness. We anticipate that we will use substantially all of the net proceeds of an offering for the above purposes within approximately six months after the completion of such offering. However, depending on market conditions and other factors, including the availability of investments that meet our investment objectives, we may be unable to invest such proceeds within the time period we anticipate.

Pending such use, we intend to invest the net proceeds of any offering primarily in cash, cash equivalents, including money market funds, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, consistent with our BDC election and our election for taxation as a RIC. These temporary investments may have lower yields than our other investments and, accordingly, may result in lower distributions, if any, during such period. Our ability to achieve our investment objectives may be limited to the extent that the net proceeds from an offering, pending full investment, are held in lower yielding interest-bearing deposits or other short-term instruments.

DISTRIBUTIONS

During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a stockholder’s investment rather than a return of earnings or gains derived from our investment activities. Each year a statement on Form

1099-DIV

identifying the sources of the distributions will be mailed to our stockholders. No portion of the distributions paid during the tax years ended December 31, 2023, 2022 or 2021 represented a return of capital.

We intend to continue to make our regular distributions in the form of cash, out of assets legally available for distribution, except for those stockholders who receive their distributions in the form of shares of our common stock under our distribution reinvestment plan. Any distributions reinvested under the plan will nevertheless remain taxable to a U.S. stockholder.

We have elected to be subject to tax as a RIC under Subchapter M of the Code. In order to maintain RIC tax treatment, we must, among other things, make distributions treated as dividends for U.S. federal income tax purposes of an amount at least equal to 90% of our investment company taxable income, determined without regard to any deduction for distributions paid, each tax year. As long as the distributions are declared by the later of the fifteenth day of the ninth month following the close of a tax year or the extended due date of the tax return for such tax year, including extensions, distributions paid up to twelve months after the current tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. We intend to make sufficient distributions treated as dividends for U.S. federal income tax purposes to our stockholders to qualify for and maintain our RIC tax status each tax year. We are also subject to a 4% nondeductible federal excise taxes on certain undistributed income unless we make distributions in a timely manner to our stockholders generally of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain net income, which is the excess of capital gains in excess of capital losses, or “capital gain net income” (adjusted for certain ordinary losses), for the

one-year

period ending October 31 of that calendar year and (3) any net ordinary income and capital gain net income for the preceding years that were not distributed during such years and on which we incurred no U.S. federal income tax. Any distribution treated as dividends for U.S. federal income tax purposes that is declared by us during October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following calendar year, will be treated as if it had been paid by us, as well as received by our U.S. stockholders, on December 31 of the calendar year in which the distribution was declared. We can offer no assurance that we will achieve results that will permit us to pay any cash distributions. If we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings. See “Regulation” in our most recent Annual Report on Form

10-K

and “Material U.S. Federal Income Tax Considerations” in this prospectus.

Pursuant to our distribution reinvestment plan, we will reinvest all cash dividends or distributions declared by our board of directors on behalf of stockholders who do not elect to receive their distributions in cash. As a result, if our board of directors declares a distribution, then stockholders who have not elected to “opt out” of our distribution reinvestment plan will have their distributions automatically reinvested in additional shares of our common stock.

Registered stockholders must notify our transfer agent in writing if they wish to “opt out” of our distribution reinvestment plan. No action is required on the part of registered stockholders to have their cash distributions reinvested in shares of our common stock.

If a stockholder holds shares of our common stock in the name of a broker or financial intermediary, they should contact such broker or financial intermediary regarding their option to elect to receive distributions in cash in lieu of shares of our common stock.

With respect to each distribution pursuant to our distribution reinvestment plan, we reserve the right to either issue new shares of common stock or purchase shares of common stock in the open market in connection with implementation of our distribution reinvestment plan. Unless in our sole discretion, we otherwise direct the plan administrator, (A) if the per share market price (as defined in our distribution reinvestment plan) is equal to or greater than the estimated net asset value per share (rounded up to the nearest whole cent) of our common stock on the payment date for the distribution, then we will issue shares of common stock at the greater of (i) net asset value per share of common stock or (ii) 95% of the market price; or (B) if the market price is less than the net asset value per share, then, in our sole discretion, (i) shares of common stock will be purchased in open market transactions for the accounts of participants to the extent practicable, or (ii) we will issue shares of common stock at net asset value per share. Pursuant to the terms of our distribution reinvestment plan, the number of shares of common stock to be issued to a participant will be determined by dividing the total dollar amount of the distribution payable to a participant by the price per share at which we issue such shares; provided, however, that shares purchased in open market transactions by the plan administrator will be allocated to a participant based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.

If a stockholder’s cash distributions are reinvested in our common stock pursuant to our distribution reinvestment plan, such stockholder generally will be subject to the same federal, state and local tax consequences as if it elected to receive distributions in cash. If our common stock is trading at or below net asset value, a stockholder reinvesting in our common stock will be treated as receiving a distribution in the amount of cash that they would have received if they had elected to receive the distribution in cash. If our common stock is trading above net asset value, a stockholder reinvesting in our common stock will be treated as receiving a distribution in the amount of the fair market value of our common stock. The stockholder’s basis for determining gain or loss upon the sale of common stock received on reinvestment of a cash distribution will be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received on reinvestment of a cash distribution will have a holding period for tax purposes commencing on the day following the day on which the shares of common stock are credited to the stockholder’s account.

We may fund our cash distributions to stockholders from any sources of funds legally available to us, including proceeds from the sale of shares of our common stock, borrowings, net investment income from operations, capital gains proceeds from the sale of assets,

non-capital

gains proceeds from the sale of assets and dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies. We have not established limits on the amount of funds we may use from available sources to make distributions. There can be no assurance that we will be able to pay distributions at a specific rate or at all.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on

Form 10-K

and in our most recent Quarterly Report on

Form 10-Q

is incorporated by reference herein.

SENIOR SECURITIES

Information about our senior securities (including debt securities and other indebtedness) is shown in the table below as of June 30, 2024 and December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015 and 2014. The information as of June 30, 2024 has been derived from our unaudited financial statements for such period. The information as of December 31, 2023, 2022, 2021, 2020 and 2019 has been derived from our audited financial statements for such period, which have been audited by Deloitte & Touche LLP, our independent registered public accounting firm as of such date. The information as of December 31, 2018, 2017, 2016, 2015, and 2014 has been derived from our audited financial statements for these periods, which have been audited by RSM US LLP, our independent registered public accounting firm as of such dates. This information about our senior securities should be read in conjunction with our audited consolidated financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our most recent Annual Report on Form

10-K.


Year Ended December 31,	Total Amount Outstanding Exclusive of Treasury Securities (1)		Asset Coverage per Unit (2)		Involuntary Liquidation Preference per Unit (3)		Average Market Value per Unit (4) (Exclude Bank Loans)
2014	$	1,864		2.27		—		N/A
2015	$	1,835		2.20		—		N/A
2016	$	1,703		2.35		—		N/A
2017	$	1,722		2.33		—		N/A
2018	$	3,397		2.23		—		N/A
2019	$	4,195		1.92		—		N/A
2020	$	4,042		1.77		—		N/A
2021	$	9,179		1.84		—		N/A
2022	$	8,731		1.80		—		N/A
2023	$	8,223		1.83		—		N/A
2024 (as of June 30, 2024, unaudited)	$	8,001		1.84		—		N/A

(1)	Total amount (in millions) of each class of senior securities outstanding at the end of the period presented.

(2)	Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

(3)

The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

(4)	Not applicable because senior securities are not registered for public trading on a stock exchange.

BUSINESS

The information contained under the captions “Business” and “Legal Proceedings” in our most recent Annual Report on

Form 10-K

is incorporated by reference herein.

PRICE RANGE OF COMMON STOCK

Our common stock has been listed on the NYSE since April 16, 2014. Our common stock traded under the ticker symbol “FSIC” until December 19, 2018 and has traded under the ticker symbol “FSK” since December 20, 2018. Prior to April 16, 2014, there was no public market for our common stock. Our shares of common stock have historically traded at prices both above and below our net asset value per share. It is not possible to predict whether shares of our common stock will trade at, above or below our net asset value in the future. See “Risk Factors.”

The following table sets forth: (i) the net asset value per share of our common stock as of the applicable period end, (ii) the range of high and low closing sales prices of our common stock as reported on the NYSE during the applicable period, (iii) the closing high and low sales prices as a premium (discount) to net asset value during the appropriate period, and (iv) the distribution per share of our common stock during the applicable period.


For the Three Months Ended (unless otherwise indicated)			Closing Sales Price				Premium / (Discount) of High Sales Price to NAV(2)			Premium / (Discount) of Low Sales Price to NAV(2)			Distributions per Share
For the Three Months Ended (unless otherwise indicated)	NAV per Share(1)		High		Low		Premium / (Discount) of High Sales Price to NAV(2)			Premium / (Discount) of Low Sales Price to NAV(2)			Distributions per Share
Fiscal Year Ended December 31, 2022
March 31, 2022	$	27.33	$	23.30	$	21.15		(14.75	)%		(22.61	)%		0.63
June 30, 2022		26.41		23.10		18.37		(12.53	)%		(30.44	)%		0.68
September 30, 2022		25.30		22.43		16.83		(11.34	)%		(33.48	)%		0.67
December 31, 2022		24.89		19.94		17.19		(19.89	)%		(30.94	)%		0.68
Fiscal Year Ended December 31, 2023
March 31, 2023		24.93		20.00		17.45		(19.78	)%		(30.00	)%		0.70
June 30, 2023		24.69		19.90		17.69		(19.40	)%		(28.39	)%		0.75
September 30, 2023		24.89		20.63		19.21		(17.12	)%		(22.82	)%		0.75
December 31, 2023		24.46		20.47		18.65		(16.31	)%		(23.75	%)%		0.75
Fiscal Year Ended December 31, 2024
March 31, 2024		24.32		20.89		18.36		(14.10	)%		(24.51	)%		0.75
June 30, 2024		23.95		20.71		18.82		(13.53	)%		(21.42	)%		0.75
September 30, 2024 (through September 18, 2024)		N/A		20.43		18.74		N/A			N/A

(1)

Net asset value per share is determined as of the last day in the relevant period and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant period. Net asset value per share has not yet been publicly disclosed for any portion of the three months ending September 30, 2024.

(2)	Calculated as the respective high or low closing sale price less net asset value, divided by net asset value (in each case, as of the applicable period).

On September 18, 2024, the last reported closing sales price of our common stock on the NYSE was $19.64 per share.

As of September 13, 2024, we had 9,687 record holders of our common stock, which does not include beneficial owners of shares of common stock held in “street” name by brokers and other institutions on behalf of beneficial owners.

SALES OF COMMON STOCK BELOW NET ASSET VALUE

Our stockholders have in the past and may again approve our ability to sell shares of our common stock, not exceeding 25% of our then outstanding common stock, below our then-current net asset value per share in one or more public offerings of our common stock. In making a determination that an offering below net asset value per share is in our and our stockholders’ best interests, our board of directors, a majority of our directors who have no financial interest in the sale and a majority of our independent directors, may also consider a variety of factors, including:

•

the effect that an offering below net asset value per share would have on our stockholders, including the potential dilution they would experience as a result of the offering;

•

the amount per share by which the offering price per share and the net proceeds per share are less than the most recently determined net asset value per share;

•

the relationship of recent market prices of our common stock to net asset value per share and the potential impact of the offering on the market price per share of our common stock;

•

whether the estimated offering price would closely approximate the market value of our shares, less distributing commissions or discounts, and would not be below current market price;

•

the potential market impact of being able to raise capital in the current financial market;

•

the nature of any new investors anticipated to acquire shares in the offering;

•

the anticipated rate of return on and quality, type and availability of investments;

•

the leverage available to us, both before and after the offering and other borrowing terms; and

•

the potential investment opportunities available relative to the potential dilutive effect of additional capital at the time of the offering.

Our board of directors may also consider the fact that a sale of shares of common stock at a discount will benefit the Adviser, as the Adviser will earn additional investment base management fees on the proceeds of such offerings, as it would from the offering of any of our other securities or from the offering of common stock at premium to net asset value per share.

Sales by us of our common stock at a discount to net asset value pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who participate in the offering.

We will not sell shares of our common stock pursuant to stockholder approval (or any rights or warrants to purchase shares of our common stock) under this prospectus or an accompanying prospectus supplement without first filing a new post-effective amendment to the registration statement where such offering will result in (i) greater than 15% dilution in the aggregate to existing stockholder net asset value, (ii) us receiving an auditor’s going-concern opinion or (iii) a material adverse change making the financial statements materially misleading. The limitation in clause (i) above would be measured separately for each offering pursuant to the registration statement, as amended by this post-effective amendment, by calculating the percentage dilution or accretion to aggregate net asset value from that offering and then summing the percentage from each offering. For example, if our most recently determined net asset value per share at the time of the first offering is $10.00, and we have 100 million shares outstanding, the sale of an additional 25 million shares at net proceeds to us of $5.00 per share (a 50% discount) would produce dilution of 10.0%. If we subsequently determined that our net asset value per share increased to $11.00 on the then outstanding 125 million shares and contemplated an additional offering, we could, for example, propose to sell approximately 31.25 million additional shares at a price that would be expected to yield net proceeds to us of $8.25 per share, resulting in incremental dilution of 5.0%, before we would reach the aggregate 15% limit. If we file a new post-effective amendment, the threshold would reset.

The following three headings and accompanying tables explain and provide hypothetical examples assuming proceeds are temporarily invested in cash equivalents on the impact of an offering at a price less than net asset value per share on three different sets of investors:

•

existing stockholders who do not purchase any shares in the offering;

•

existing stockholders who purchase a relatively small amount of shares in the offering or a relatively large amount of shares in the offering; and

•

new investors who become stockholders by purchasing shares in the offering.

Impact on Existing Stockholders who do not Participate in the Offering

Our existing stockholders who do not participate, or who are not given the opportunity to participate, in an offering below net asset value per share by us or who do not buy additional shares in the secondary market at the same or lower price obtained by us in an offering (after expenses and any underwriting discounts and commissions) face the greatest potential risks. All stockholders will experience an immediate decrease (often called dilution) in the net asset value per share of the shares they hold. Stockholders who do not participate in the offering will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than stockholders who do participate in the offering. All stockholders may also experience a decline in the market price of their shares, which often reflects, to some degree, announced or potential increases and decreases in net asset value per share. A decrease could be more pronounced as the size of the offering and level of discounts increase.

The following examples illustrate the level of net asset value dilution that would be experienced by a nonparticipating stockholder in four different hypothetical common stock offerings of different sizes and levels of discount to net asset value per share, although it is not possible to predict the level of market price decline that may also occur. Actual sales prices and discounts may differ from presentation below.

The examples assume that Entity XYZ has 1,000,000 shares of common stock outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current net asset value and net asset value per share are thus $10,000,000 and $10.00, respectively. The table below illustrates the dilutive effect on nonparticipating stockholder A of (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after offering expenses and any underwriting discounts and commissions (a 5% discount to net asset value per share); (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after offering expenses and any underwriting discounts and commissions (a 10% discount to net asset value per share); and (3) an offering of 200,000 shares (20% of the outstanding shares) at $8.00 per share after offering expenses and any underwriting discounts and commissions (a 20% discount to net asset value per share).


			Example 1 5% offering at 5% Discount					Example 2 10% offering at 10% Discount					Example 3 20% offering at 20% Discount
	Prior to Sale Below Net Asset Value per Share		Following Sale		% Change			Following Sale		% Change			Following Sale		% Change
Offering Price
Price per Share to Public		—	$	10.05		—		$	9.52		—		$	8.47		—
Net Proceeds per Share to Issuer		—	$	9.50		—		$	9.00		—		$	8.00		—
Decrease to Net Asset Value per Share
Total Shares Outstanding		1,000,000		1,050,000		5.00	%		1,100,000		10.00	%		1,200,000		20.00	%
Net Asset Value per Share	$	10.00	$	9.98		(0.20	)%	$	9.91		(0.90	)%	$	9.67		(3.30	)%


				Example 1 5% offering at 5% Discount						Example 2 10% offering at 10% Discount						Example 3 20% offering at 20% Discount
	Prior to Sale Below Net Asset Value per Share			Following Sale			% Change			Following Sale			% Change			Following Sale			% Change
Dilution to Stockholder
Shares Held by Stockholder A		10,000			10,000			—			10,000			—			10,000			—
Percentage Held by Stockholder A		1.00	%		0.95	%		(5.00	)%		0.91	%		(9.00	)%		0.83	%		(17.00	)%
Total Asset Values
Total Net Asset Value Held by Stockholder A	$	100,000		$	99,800			(0.20	)%	$	99,100			(0.90	)%	$	96,700			(3.30	)%
Total Investment by Stockholder A (Assumed to be $10.00 per Share)	$	100,000		$	100,000			—		$	100,000			—		$	100,000			—
Total Dilution to Stockholder A (Total Net Asset Value Less Total Investment)		—		$	(200	)		—		$	(900	)		—		$	(3,300	)		—
Per Share Amounts
Net Asset Value per Share Held by Stockholder A		—		$	9.98			—		$	9.91			—		$	9.67			—
Investment per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)	$	10.00		$	10.00			—		$	10.00			—		$	10.00			—
Dilution per Share Held by Stockholder A (Net Asset Value per Share Less Investment per Share)		—		$	(0.02	)		—		$	(0.09	)		—		$	(0.33	)		—
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)		—			—			(0.20	)%		—			(0.90	)%		—			(3.30	)%

Impact on Existing Stockholders who Participate in the Offering

Our existing stockholders who participate in an offering by us of shares at a price below net asset value per share or who buy additional shares in the secondary market at the same or lower price as obtained by us in an offering (after expenses and any underwriting discounts and commissions) will experience the same types of net asset value per share dilution as the nonparticipating stockholders, albeit at a lower level, to the extent they purchase less than the same percentage of the discounted offering as their interest in the shares immediately prior to the offering. The level of net asset value per share dilution on an aggregate basis will decrease as the number of shares such stockholders purchase increases. Our existing stockholders who buy more than such percentage will experience net asset value per share dilution, but will, in contrast to our existing stockholders who purchase less than their proportionate share of the offering, experience an increase (often called accretion) in net asset value per share over their investment per share and will also experience a disproportionately greater increase in their participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests due to the offering. The level of accretion will increase as the excess number of shares such stockholder purchases increases. Even a stockholder who over-participates will, however, be subject to the risk that we may make additional discounted offerings in the future in which such stockholder does not participate, in which case such stockholder will experience net asset value per share dilution as described above in such subsequent offerings. These stockholders may also experience a decline in the market price of their shares, which often reflects, to some degree, announced or potential increases and decreases in net asset value per share. Their decrease could be more pronounced as the size of our offering and level of discount to net asset value per share increases.

The following examples assume that Entity XYZ has 1,000,000 shares of common stock outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current net asset value and net asset value per share are thus $10,000,000 and $10.00, respectively. The table below illustrates the dilutive and accretive effect in the hypothetical 20% discount offering from the prior chart for stockholder A that acquires shares equal to (1) 50% of their proportionate share of the offering (i.e., 1,000 shares, which is 0.50% of the offering of 200,000 shares rather than their 1.00% proportionate share) and (2) 150% of their proportionate share of the offering (i.e., 3,000 shares, which is 1.50% of the offering of 200,000 shares rather than their 1.00% proportionate share).

The prospectus pursuant to which any offering at a price less than the then-current net asset value per share is made will include a chart for its example based on the actual number of shares in such offering and the actual discount to the most recently determined net asset value per share.


				50% Participation						150% Participation
	Prior to Sale Below Net Asset Value per Share			Following Sale			% Change			Following Sale			% Change
Offering Price
Price per share to public		—		$	8.47			—		$	8.47			—
Net proceeds per share to issuer		—		$	8.00			—		$	8.00			—
Increases in Shares and Decrease to Net Asset Value per Share
Total shares outstanding		1,000,000			1,200,000			20.00	%		1,200,000			20.00	%
Net Asset Value per share	$	10.00		$	9.67			(3.30	)%	$	9.67			(3.30	)%
(Dilution)/Accretion to Participating Stockholder A
Shares held by stockholder A		10,000			11,000			10.00	%		13,000			30.00	%
Percentage held by stockholder A		1.0	%		0.92	%		(8.00	)%		1.08	%		8.00	%
Total Asset Values
Total Net Asset Value held by stockholder A	$	100,000		$	106,370			6.37	%	$	125,710			25.71	%
Total investment by stockholder A (assumed to be $10.00 per share on shares held prior to sale)	$	100,000		$	108,470			8.47	%	$	125,410			25.41	%
Total (dilution)/accretion to stockholder A (total net asset value per share less total investment)		—		$	(2,100	)		—		$	300			—
Per Share Amounts
Net Asset Value per share held by stockholder A		—		$	9.67			—		$	9.67			—
Investment per share held by stockholder A (assumed to be $10.00 per share on shares held prior to sale)	$	10.00		$	9.86			(1.40	)%	$	9.65			(3.50	)%
(Dilution)/accretion per share held by stockholder A (net asset value per share less investment per share)		—		$	(0.19	)		—		$	0.02			—
Percentage (dilution)/accretion to stockholder A (dilution/accretion per share divided by investment per share)		—			—			(1.93	)%		—			0.21	%

Impact on New Investors

The following examples illustrate the level of net asset value dilution or accretion that would be experienced by a new stockholder in three different hypothetical common stock offerings of different sizes and levels of discount to net asset value per share, although it is not possible to predict the level of market price decline that may also occur. Actual sales prices and discounts may differ from the presentation below.

Investors who are not currently stockholders, but who participate in an offering by us below net asset value per share and whose investment per share is greater than the resulting net asset value per share due to expenses and any underwriting discounts and commissions paid by us will experience an immediate decrease, albeit small, in the net asset value of their shares and their net asset value per share compared to the price they pay for their shares. Investors who are not currently stockholders and who participate in an offering by us of shares at a price below net asset value per share and whose investment per share is also less than the resulting net asset value per share due to expenses and any underwriting discounts and commissions paid by us being significantly less than the discount per share, will experience an immediate increase in the net asset value of their shares and their net asset value per share compared to the price they pay for their shares. All these investors will experience a disproportionately greater participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests. These investors will, however, be subject to the risk that we may make additional discounted offerings in which such new stockholder does not participate, in which case such new stockholder will experience dilution as described above in such subsequent offerings by us. These investors may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential increases and decreases in net asset value per share. Their decrease could be more pronounced as the size of the offering and level of discounts increases.

The following examples illustrate the level of net asset value per share dilution or accretion that would be experienced by a new stockholder of Entity XYZ who purchases the same percentage (1.00%) of shares in the three different hypothetical offerings of common stock of different sizes and levels of discount to net asset value per share. The examples assume that Entity XYZ has 1,000,000 shares outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current net asset value and net asset value per share are thus $10,000,000 and $10.00, respectively. The table below illustrates the dilutive and accretive effects on stockholder A at (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after offering expenses and any underwriting discounts and commissions (a 5% discount to net asset value per share); (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after offering expenses and any underwriting discounts and commissions (a 10% discount to net asset value per share); and (3) an offering of 200,000 shares (20% of the outstanding shares) at $8.00 per share after offering expenses and any underwriting discounts and commissions (a 20% discount to net asset value per share).


			Example 1 5% Offering at 5% Discount					Example 2 10% Offering at 10% Discount					Example 3 20% Offering at 20% Discount
	Prior to Sale Below Net Asset Value per Share		Following Sale		% Change			Following Sale		% Change			Following Sale		% Change
Offering Price
Price per share to public		—	$	10.05		—		$	9.52		—		$	8.47		—
Net offering proceeds per share to issuer		—	$	9.50		—		$	9.00		—		$	8.00		—
Decrease to Net Asset Value per Share
Total shares outstanding		—		1,050,000		5.00	%		1,100,000		10.00	%		1,200,000		20.00	%
Net Asset Value per Share		—	$	9.98		(0.20	)%	$	9.91		(0.90	)%	$	9.67		(3.30	)%


			Example 1 5% Offering at 5% Discount						Example 2 10% Offering at 10% Discount						Example 3 20% Offering at 20% Discount
	Prior to Sale Below Net Asset Value per Share		Following Sale			% Change			Following Sale			% Change			Following Sale			% Change
Dilution to Stockholder A
Shares held by stockholder A		—		500			—			1,000			—			2,000			—
Percentage held by stockholder A		—		0.05	%		—			0.09	%		—			0.17	%		—
Total Asset Values
Total Net Asset Value held by stockholder A		—	$	4,990			—		$	9,910			—		$	19,340			—
Total investment by stockholder A		—	$	5,025			—		$	9,952			—		$	16,940			—
Total dilution to stockholder A (total net asset value less total investment)		—	$	(35	)		—		$	390			—		$	2,400			—
Per Share Amounts
Net asset value per share held by stockholder A		—	$	9.98			—		$	9.91			—		$	9.67			—
Investment per share held by stockholder A		—	$	10.05			—		$	9.52			—		$	8.47			—
(Dilution)/accretion per share held by stockholder A (net asset value per share less investment per share)		—	$	(0.07	)		—		$	0.39			—		$	1.20			—
Percentage (dilution)/accretion to stockholder A (dilution/accretion per share divided by investment per share)		—		—			(0.70	)%		—			4.10	%		—			14.17	%

DETERMINATION OF NET ASSET VALUE

Our board of directors is responsible for overseeing the valuation of our portfolio investments at fair value as determined in good faith pursuant to the Adviser’s valuation policy. As permitted by Rule

2a-5

of the 1940 Act, our board of directors has designated the Adviser as our valuation designee with

day-to-day

responsibility for implementing the portfolio valuation process set forth in the Adviser’s valuation policy.

The Adviser determines the fair value of our investment portfolio each quarter. Securities that are publicly-traded with readily available market prices will be valued at the reported closing price on the valuation date. Securities that are not publicly-traded with readily available market prices will be valued at fair value as determined in good faith by the Adviser. In connection with that determination, the Adviser will prepare portfolio company valuations which are based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by independent third-party pricing and valuation services.

Accounting Standards Codification Topic 820,

Fair Value Measurements and Disclosure

, or ASC Topic 820, issued by the Financial Accounting Standards Board, or FASB, clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical securities; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

With respect to investments for which market quotations are not readily available, we undertake a multi-step valuation process each quarter, as described below:

•

our quarterly fair valuation process begins by the Adviser facilitating the delivery of updated quarterly financial and other information relating to each investment to an independent third-party pricing or valuation service;

•

the independent third-party pricing or valuation service then reviews and analyzes the information, along with relevant market and economic data, and determines proposed valuations for each portfolio company or investment according to the valuation methodologies in the Adviser’s valuation policy and communicates the information to the Adviser in the form of a valuation range for Level 3 assets;

•

the Adviser then reviews the preliminary valuation information for each portfolio company or investment and provides feedback about the accuracy, completeness and timeliness of the valuation-related inputs considered by the independent third-party pricing or valuation service and any suggested revisions thereto prior to the independent third-party pricing or valuation service finalizing its valuation range;

•

the Adviser then provides the valuation committee with its valuation determinations and valuation-related information for each portfolio company or investment, along with any applicable supporting materials and other information that is relevant to the fair valuation process as required by the Adviser’s board reporting obligations;

•

the valuation committee meets with the Adviser to receive the relevant quarterly reporting from the Adviser and to discuss any questions from the valuation committee in connection with the valuation committee’s role in overseeing the fair valuation process; and

•

following the completion of its fair value oversight activities, the valuation committee (with the assistance of the Adviser) provides our board of directors with a report regarding the quarterly valuation process.

In circumstances where the Adviser deems appropriate, the Adviser’s internal valuation team values certain investments. When performing the internal valuations, the Adviser utilizes similar valuation techniques as an independent third-party pricing service would use. Such valuations are approved by an internal valuation committee of the Adviser, as well as the valuation committee of the board of directors, as described above.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on our consolidated financial statements. In making its determination of fair value, the Adviser may use any independent third-party pricing or valuation services for which it has performed the appropriate level of due diligence. However, the Adviser is not required to determine fair value in accordance with the valuation provided by any single source, and may use any relevant data, including information sourced by the Adviser or provided by any independent third-party valuation or pricing service that the Adviser deems to be reliable in determining fair value under the circumstances. Below is a description of factors that the Adviser and any independent third-party valuation services may consider when determining the fair value of our investments.

The valuation methods utilized for each portfolio company may vary depending on industry and company-specific considerations. Typically, the first step is to make an assessment as to the enterprise value of the portfolio company’s business in order to establish whether the portfolio company’s enterprise value is greater than the amount of its debt as of the valuation date. This analysis helps to determine a risk profile for the applicable portfolio company and its related investments, and the appropriate valuation methodology to utilize as part of the security valuation analysis. The enterprise valuation may be determined using a market or income approach.

Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, the Adviser may incorporate these factors into discounted cash flow models to arrive at fair value. Various methods may be used to determine the appropriate rate in a discounted cash flow model.

Other factors that may be considered include the borrower’s ability to adequately service its debt, the fair market value of the borrower in relation to the face amount of its outstanding debt and the quality of collateral securing our debt investments.

For convertible debt securities, fair value generally approximates the fair value of the debt plus the fair value of an option to purchase the underlying security (i.e., the security into which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.

Our equity interests in portfolio companies for which there is no liquid public market are valued at fair value. Generally, the value of our equity interests in public companies for which market quotations are readily available is based upon the most recent closing public market price.

When we receive warrants or other equity securities at nominal or no additional cost in connection with an investment in a debt security, the cost basis in the investment will be allocated between the debt securities and any such warrants or other equity securities received at the time of origination. The Adviser subsequently values these warrants or other equity securities received at their fair value.

Determinations in Connection with Offerings

Under the 1940 Act, a BDC is only permitted to sell its common stock at a price below the current net asset value of such stock under certain circumstances. Accordingly, a determination must be made that we are not selling shares of our common stock at a price below net asset value of our common stock at the time at which the

sale is made unless we receive the consent of the majority of our common stockholders to do so, and the board of directors decides that such an offering is in the best interests of our common stockholders. In making such determination, the following factors, among others, are generally considered:

•

the net asset value of our common stock disclosed in the most recent periodic report that we filed with the SEC;

•

our management’s and the Adviser’s assessment of whether any material change in the net asset value of our common stock has occurred (including through the realization of net gains on the sale of our portfolio investments) during the period beginning on the date of the most recent public filing with the SEC that discloses the net asset value of our common stock and ending two days prior to the date of the sale of our common stock; and

•

the magnitude of the difference between the offering price of the shares of our common stock in the proposed offering and management’s assessment of any material change in the net asset value of our common stock during the period discussed above.

Importantly, this determination will not necessarily require that we calculate the net asset value of our common stock in connection with each offering of shares of our common stock, but instead it will involve the determination that we are not selling shares of our common stock at a price below the then-current net asset value of our common stock at the time at which the sale is made or otherwise in violation of the 1940 Act. However, if we receive the consent of a majority of our common stockholders to issue shares of our common stock at a price below our then-current net asset value and our board of directors decides that such an offering is in the best interest of our common stockholders, then we may undertake such an offering. See “Sales of Common Stock Below Net Asset Value” for more information.

To the extent that the above procedures result in a possibility that we may (i) in the absence of stockholder approval issue shares of our common stock at a price below the then-current net asset value of our common stock at the time at which the sale is made or (ii) trigger our undertaking to suspend the offering of shares of our common stock pursuant to this prospectus if the net asset value fluctuates by certain amounts in certain circumstances until the prospectus is amended, the board of directors or a committee thereof will elect, in the case of clause (i) above, either to postpone the offering until such time that there is no longer the possibility of the occurrence of such event or to undertake to determine net asset value within two days prior to any such sale to ensure that such sale will not be below our then-current net asset value, and, in the case of clause (ii) above, to comply with such undertaking or to undertake to determine net asset value to ensure that such undertaking has not been triggered.

We may, however, subject to the requirements of the 1940 Act, issue rights to acquire our common stock at a price below the current net asset value of the common stock if our board of directors determines that such sale is in our best interests and the best interests of our common stockholders. In any such case, the price at which our securities are to be issued and sold may not be less than a price that closely approximates the market value of such securities. We will not offer transferable subscription rights to our stockholders at a price equivalent to less than the then-current net asset value per share of common stock, excluding underwriting commissions and discounts, unless we first file a post-effective amendment that is declared effective by the SEC with respect to such issuance and the common stock to be purchased in connection with the rights represents no more than

one-third

of our outstanding common stock at the time such rights are issued. In addition, we note that for us to file a post-effective amendment to this registration statement on Form

N-2,

we must then be qualified to register our securities on Form

N-2.

If we raise additional funds by issuing more common stock or warrants or senior securities convertible into, or exchangeable for, our common stock, the percentage ownership of our common stockholders at that time would decrease, and our common stockholders may experience dilution.

These processes and procedures are part of our compliance policies and procedures. Records will be made contemporaneously with all determinations described in this section, and we will maintain these records with other records that we are required to maintain under the 1940 Act.

MANAGEMENT

The information contained under the captions “Proposal 1: Election of Director Nominees” in our most recent Definitive Proxy Statement on Schedule 14A and “Business” of our most recent Annual Report on

Form 10-K

is incorporated by reference herein.

Portfolio Management

Investment Personnel

The management of our investment portfolio is the responsibility of the Investment Committee which is comprised of four appointees of FS Investments (currently Brian Gerson, Michael Kelly, Drew O’Toole and Christina Snyder) and four appointees of KKR Credit (currently Rony Ma, George Mueller, Daniel Pietrzak and Ryan Wilson). Below is biographical information relating to the Investment Committee.

The members of the Investment Committee are not employed by us and receive no compensation from us in connection with their portfolio management activities.

Brian Gerson

has served as

the Co-President of

the Company since October 2019 and also previously served as

the Co-President of

FSKR until the 2021 Merger. Mr. Gerson has also served as the

Co-President

of KKR FS Income Trust, or

K-FIT,

and KKR FS Income Trust Select, or

K-FITS, since

each entity’s inception. He joined FS Investments in November 2017 as its Head of Private Credit and has more than 20 years of experience in investing and corporate lending, with specific expertise in lending through BDCs. Mr. Gerson has served on the Adviser’s investment committee since April 2018. Prior to joining FS Investments, he most recently served as Group Head and Managing Director at LStar Capital (“LStar”), the credit affiliate of Lone Star Funds, from April 2015 to November 2017. At LStar, Mr. Gerson developed and maintained deep relationships with the financial sponsor community and middle market intermediaries while significantly expanding LStar’s corporate credit business. Prior to joining LStar, Mr. Gerson was a founding member of Solar Capital Partners, which served as investment adviser to two yield-oriented BDCs. At Solar Capital, he spent seven years from January 2007 to September 2014 in various credit, origination, management, and business development roles, most recently serving as Executive Vice President of Solar Capital Limited. Prior to joining Solar Capital, Mr. Gerson spent 12 years in various positions, including Managing Director at CIBC World Markets in its Leveraged Finance and Financial Sponsors Group. CIBC purchased Mr. Gerson’s prior firm, The Arogsy Group, in 1995 which he joined after beginning his career in the corporate finance department of Merrill Lynch & Co. Mr. Gerson graduated summa cum laude and Phi Beta Kappa from Tufts University where he earned a Bachelor of Arts in Mathematics.

Michael Kelly

has served as

Co-President

of FS Investments since March 2020 and previously served as President since July 2017. Mr. Kelly has also served as Chief Investment Officer of FS Investments since January 2015. Among other things, Mr. Kelly shares oversight of firm strategy and leads the investment management, product development, capital markets, due diligence and investment research functions. Before joining FS Investments, Mr. Kelly was the chief executive officer of ORIX USA Asset Management (“ORIX”), where he led the company’s acquisition of Robeco, a $250 billion global asset management company and the largest acquisition in ORIX’s

50-year

history. Mr. Kelly started his career on Wall Street at Salomon Brothers and went on to join hedge fund pioneers Omega Advisors and Tiger Management. Mr. Kelly then helped build and lead the hedge fund firm, FrontPoint Partners, where he first served as chief investment officer and eventually

co-chief

executive officer. Mr. Kelly is a graduate of Cornell University and earned his M.B.A. at Stanford University. Mr. Kelly is a board member of Invest in Others, a

co-founder

and board member of the Spotlight Foundation and serves as a trustee of the Tiger Foundation. He has also served as a trustee of the Stanford Business School Trust.

Rony Ma

has served as the Vice President of the Company,

K-FIT

and

K-FITS

since 2023. Mr. Ma joined KKR & Co. in 2011 and is a Managing Director on the Credit team. He serves as a portfolio manager for the

firm’s private credit funds and portfolios. Mr. Ma is a member of the Global Corporate Private Credit Investment Committee and the Investment Committee for the FS/KKR BDC platform. Prior to joining KKR & Co., Mr. Ma was with Deutsche Bank where he was involved in leveraged loan and high yield transactions for private equity and corporate issuers. Mr. Ma holds a B.S. and B.A.S. from the University of Pennsylvania.

George Mueller

joined KKR in 2009 and is a Partner within the firm’s Credit & Markets business. He serves as a portfolio manager for the firm’s private credit funds and portfolios. Mr. Mueller is a member of the Global Corporate Private Credit Investment Committee. Mr. Mueller

co-leads

the team responsible for providing principal investment and capital markets solutions to financial sponsors and other issuers across the capital structure. Prior to joining KKR, Mr. Mueller was with Barclays Capital, where he worked in high yield and leveraged loan credit research, trading and capital markets. Mr. Mueller holds a B.A., magna cum laude, from Vanderbilt University and is a Chartered Financial Analyst (CFA). Mr. Mueller is actively involved in the community, serving a variety of

non-profit

organizations including the Melanoma Research Alliance and The Aldrich Contemporary Art Museum.

Drew O’Toole

has served as the

Co-Chief

Operating Officer of the Company since October 2019,

K-FIT

and

K-FITS

since inception, and also previously served as the

Co-Chief

Operating Officer of FSKR until the 2021 Merger. He is a Managing Director of FS Investments, which he joined in April 2014. Previously, Mr. O’Toole was a Director of Corporate Strategy at FS Investments. His responsibilities were primarily focused on the design, analysis and implementation of key firm strategic initiatives. Prior to FS Investments, he worked in various roles at Cambridge Associates LLC, an institutional investment advisory and consulting firm. Mr. O’Toole graduated summa cum laude from the University of Pittsburgh with degrees in Finance and Business Management. He is also a CFA charterholder.

Daniel Pietrzak

has served as the

Company’s Co-President since

2019 and as Chief Investment Officer of the Company since April 2018. He also serves

as Co-President

and Chief Investment Officer of

K-FIT

and

K-FITS.

Mr. Pietrzak also serves on the board of the Company,

K-FIT

and

K-FITS.

He previously served as

the Co-President and

Chief Investment officer of FSKR until the 2021 Merger. Mr. Pietrzak joined KKR Credit in 2016 and is a Member of KKR Credit and Global Head of Private Credit. Mr. Pietrzak is a portfolio manager for KKR Credit’s private credit funds and portfolios and a member of the Global Private Credit Investment Committee, Europe Direct Lending Investment Committee and KKR Credit Portfolio Management Committee. Prior to joining KKR Credit, Mr. Pietrzak was a Managing Director and

the Co-Head of

Deutsche Bank’s Structured Finance business across the Americas and Europe. Previously, Mr. Pietrzak was based in New York and held various roles in the structured finance and credit businesses of Société Générale and CIBC World Markets. Mr. Pietrzak started his career at PricewaterhouseCoopers in New York and is a Certified Public Accountant. Mr. Pietrzak holds an M.B.A. in Finance from The Wharton School of the University of Pennsylvania and a B.S. in Accounting from Lehigh University.

Christina Snyder

joined FS Investments in January 2015 and is an Executive Director in the investment management group. Ms. Snyder previously worked in portfolio management where her responsibilities were focused on BDC reporting. Before joining FS Investments, Ms. Snyder worked at J.P. Morgan Chase supporting the North America fixed income structured products desk. Prior to that, Ms. Snyder began her career with M&T Bank working with several groups across the bank. Ms. Snyder graduated with a B.S. in Finance from the Pennsylvania State University and holds the CFA Institute’s Chartered Financial Analyst designation.

Ryan Wilson

has served as the

Co-Chief

Operating Officer of the Company since October 2019 and also previously served as the

Co-Chief

Operating Officer FSKR until the 2021 Merger. Mr. Wilson joined KKR Credit in 2006, and he is currently a Managing Director of KKR and the Chief Operating Officer of KKR Private Credit. Mr. Wilson served as CCT’s Chief Operating Officer prior to its merger with FSK in 2018 and has held various roles across KKR Credit. Prior to joining KKR Credit, Mr. Wilson was with PricewaterhouseCoopers, serving a variety of clients across industries. Mr. Wilson holds a B.A. in Economics with honors from Wilfrid Laurier University and a MAcc in Accounting from the University of Waterloo. He also is a CFA charterholder, Chartered Professional Accountant and a Chartered Accountant.

The table below shows the dollar range of shares of common stock beneficially owned as of September 18, 2024 by each member of the Investment Committee of the Adviser, based on the closing price of our common stock as reported on the NYSE as of September 18, 2024.


Name of Investment Committee Member	Dollar Range of Equity Securities in FS KKR Capital Corp. (1)
Brian Gerson	$	100,001-$500,000
Michael Kelly	$	over $1,000,000
Rony Ma	$	100,001-$500,000
George Mueller	$	None.
Drew O’Toole	$	100,000-$500,000
Daniel Pietrzak	$	over $1,000,000
Christina Snyder	$	1-$10,000
Ryan Wilson	$	500,001-$1,000,000

(1)	Dollar ranges are as follows: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000 or over $1,000,000.

Board Approval of the Investment Advisory Agreement

The investment advisory agreement between us and our Adviser was initially approved by our board of directors at an

in-person

meeting in November 2017 and entered into in April 2018. Our most recent amended and restated investment advisory agreement was approved by our board of directors at a meeting held on November 19, 2020 and was approved by our stockholders on May 21, 2021.

In reaching a decision to approve the investment advisory agreement, our board of directors considered (1) various materials and information regarding the nature, extent and quality of the services to be provided by the Adviser, including information previously provided by the Adviser in connection with the board of director’s approval of the previous investment advisory agreement, (2) our updated performance and such performance compared to a group of our peers, (3) the proposed fees to be charged to us under the investment advisory agreement and such fees as compared to other comparable funds advised by the Adviser and as compared to a group of our peers, (4) estimated profitability of the Adviser under the previous investment advisory agreement and the investment advisory agreement, (5) the extent to which economies of scale could be realized by us in the future and (6) other benefits (in addition to advisory fee revenues) derived or potentially derived by the Adviser from its relationship with us. The specific information reviewed and considered by our board of directors included, without limitation, information about:

•

the Adviser’s general qualifications to serve as our investment adviser, including its history, organization, ownership structure, operations and financial position;

•

key personnel of the Adviser and their qualifications, abilities, education, experience and professional accomplishments, the compensation structure of the portfolio managers and the ability of the Adviser to attract and retain high-caliber professionals;

•

the Adviser’s advisory experience and the performance of affiliated fund products;

•

the terms of the investment advisory agreement as well as information on all fees to be paid by us in connection with our advisory arrangements, including

“fall-out”

and indirect benefits expected potentially to be derived by the Adviser and/or affiliates in connection with the advisory arrangements, profitability to the Adviser of the advisory relationship, the potential for economies of scale, management and other fees associated with the advisory arrangements in comparison to comparable funds’ management and other fees;

•

compliance and related matters, including the Adviser’s compliance policies and procedures, responses to regulatory developments and risk monitoring and management, including management of cybersecurity risk; and

•

legal matters, including any relevant litigation, investigation or examinations, potential conflicts of interest and insurance arrangements.

In addition to evaluating, among other things, the written information provided by the Adviser, our board of directors considered the answers to questions posed by the board to representatives of the Adviser. All of the directors who are not “interested persons” as defined in the 1940 Act, or our independent directors, met separately in executive session with their independent legal counsel to review and consider the information provided regarding the investment advisory agreement.

Based on their review, our independent directors and the board of directors concluded that it was in the best interests of FSK to approve the investment advisory agreement. In its deliberations, our board of directors did not identify any single factor or group of factors as

all-important

or controlling, but considered all factors together.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The information contained under the caption “Certain Relationships and Related Party Transactions” in our most recent Definitive Proxy Statement on Schedule 14A is incorporated by reference herein.

CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

The information contained under the caption “Security Ownership of Management and Certain Beneficial Owners” in our most recent Definitive Proxy Statement on Schedule 14A is incorporated by reference herein.

PORTFOLIO COMPANIES

The following table sets forth certain information as of June 30, 2024 with respect to each company in which we had a debt or equity/other investment. Other than these investments, our only relationships with our portfolio companies are the managerial assistance we may separately provide to our portfolio companies, which services would be ancillary to our investments and the board observer or participation rights we may receive. In general, under the 1940 Act, the Company would be presumed to “control” a portfolio company if it owned more than 25% of its voting securities or it had the power to exercise control over the management or policies of such portfolio company and would be an “affiliated person” of a portfolio company if it owned 5% or more of its voting securities.

For information relating to the value of our investments in our portfolio companies and information related to portfolio companies we are deemed to “control” or be an “affiliated person” of under the 1940 Act, see our audited consolidated schedule of investments as of December 31, 2023 included of our Annual Report on Form

10-K

for the year ended December 31, 2023. Dollar amounts in the table below and the related notes are presented in thousands.


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)
3Pillar Global Inc	3Pillar Global Inc 4100 Monument Corner Dr Ste 200 Fairfax, VA, 22030	3Pillar provides outsourced software development and product management to help clients develop revenue-generating customer-facing digital products on various technologies such as mobile, cloud, and big data.		3.1

3Pillar Global Inc	3Pillar Global Inc 4100 Monument Corner Dr Ste 200 Fairfax, VA, 22030	3Pillar provides outsourced software development and product management to help clients develop revenue-generating customer-facing digital products on various technologies such as mobile, cloud, and big data.		123.5

3Pillar Global Inc	3Pillar Global Inc 4100 Monument Corner Dr Ste 200 Fairfax, VA, 22030	3Pillar provides outsourced software development and product management to help clients develop revenue-generating customer-facing digital products on various technologies such as mobile, cloud, and big data.	(1)	6.1

48Forty Solutions LLC	48Forty Solutions LLC 11740 Katy Freeway Energy Tower III Suite 1200 Houston, TX, 77079	48forty Solutions, LLC offers end-to-end pallet solutions, from supply to retrieval, onsite services, and reverse logistics.		174.3

48Forty Solutions LLC	48Forty Solutions LLC 11740 Katy Freeway Energy Tower III Suite 1200 Houston, TX, 77079	48forty Solutions, LLC offers end-to-end pallet solutions, from supply to retrieval, onsite services, and reverse logistics.		8.5

48Forty Solutions LLC	48Forty Solutions LLC 11740 Katy Freeway Energy Tower III Suite 1200 Houston, TX, 77079	48forty Solutions, LLC offers end-to-end pallet solutions, from supply to retrieval, onsite services, and reverse logistics.	(1)	2.1

5 Arch Income Fund 2 LLC	5 Arch Income Fund 2 LLC 19800 MacArthur Boulevard, Suite 1150 Irvine, CA 92612	5 Arches owns and operates a vertically integrated, fully licensed, specialty mortgage company that originates, purchases, and manages specialized mortgage loans.		54.1

Aareon AG	Aareon AG Isaac-Fulda-Allee 6 Mainz, Rhineland-Palatinate, 55124 Germany	Aareon AG provides information technology (IT) systems and consulting services for the real estate industry in Germany, France, the United Kingdom, the Netherlands, Norway, and Sweden.		14.9


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Accuride Corp	Accuride Corp 38777 Six Mile Road Suite 410 Livonia, MI 48152	Accuride Corporation manufactures and supplies commercial vehicle components in North America and Europe.		7.7

Advanced Dermatology & Cosmetic Surgery	Advanced Dermatology & Cosmetic Surgery 151 Southhall Lane Suite 300 Maitland, FL 32751	ADCS Clinics, LLC, doing business as Advanced Dermatology and Cosmetic Surgery, provides dermatologic care services.		0.4

Advanced Dermatology & Cosmetic Surgery	Advanced Dermatology & Cosmetic Surgery 151 Southhall Lane Suite 300 Maitland, FL 32751	ADCS Clinics, LLC, doing business as Advanced Dermatology and Cosmetic Surgery, provides dermatologic care services.		44.5

Advanced Dermatology & Cosmetic Surgery	Advanced Dermatology & Cosmetic Surgery 151 Southhall Lane Suite 300 Maitland, FL 32751	ADCS Clinics, LLC, doing business as Advanced Dermatology and Cosmetic Surgery, provides dermatologic care services.	(1)	3.2

Advania Sverige AB	Advania Sverige AB Fredsborgsgatan 24 Stockholm, Stockholm County 117 43 Sweden	Advania Sverige AB provides information technology solutions to companies.		65.0

Advania Sverige AB	Advania Sverige AB Fredsborgsgatan 24 Stockholm, Stockholm County 117 43 Sweden	Advania Sverige AB provides information technology solutions to companies.		14.9

Advania Sverige AB	Advania Sverige AB Fredsborgsgatan 24 Stockholm, Stockholm County 117 43 Sweden	Advania Sverige AB provides information technology solutions to companies.		5.4

Affordable Care Inc	Affordable Care Inc 629 Davis Drive Suite 300 Morrisville, NC 27560	ACI, through its Affordable Dentures and Implants practices, is the number 1 DSO in the US focused exclusively on tooth replacement services		3.2

Affordable Care Inc	Affordable Care Inc 629 Davis Drive Suite 300 Morrisville, NC 27560	ACI, through its Affordable Dentures and Implants practices, is the number 1 DSO in the US focused exclusively on tooth replacement services		46.3

Affordable Care Inc	Affordable Care Inc 629 Davis Drive Suite 300 Morrisville, NC 27560	ACI, through its Affordable Dentures and Implants practices, is the number 1 DSO in the US focused exclusively on tooth replacement services	(1)	9.6

Affordable Care Inc	Affordable Care Inc 629 Davis Drive Suite 300 Morrisville, NC 27560	ACI, through its Affordable Dentures and Implants practices, is the number 1 DSO in the US focused exclusively on tooth replacement services	(1)	10.4

Alacrity Solutions Group LLC	Alacrity Solutions Group LLC 9725 Windermere Boulevard Fishers, IN 46037	Alacrity Solutions Group, LLC provides property and casualty claims assessment and processing services.		8.2

Alacrity Solutions Group LLC	Alacrity Solutions Group LLC 9725 Windermere Boulevard Fishers, IN 46037	Alacrity Solutions Group, LLC provides property and casualty claims assessment and processing services.		11.7

Alacrity Solutions Group LLC	Alacrity Solutions Group LLC 9725 Windermere Boulevard Fishers, IN 46037	Alacrity Solutions Group, LLC provides property and casualty claims assessment and processing services.	(1)	2.5

Alera Group Intermediate Holdings Inc	Alera Group Intermediate Holdings Inc 3 Parkway North Suite 500 Deerfield, IL 60015	Alera is a national insurance broker offering employee benefits (‘EB’), commercial property & casualty (‘P&C’), insurance and wealth management services to middle market commercial clients and high net worth individuals.		31.2


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Alera Group Intermediate Holdings Inc	Alera Group Intermediate Holdings Inc 3 Parkway North Suite 500 Deerfield, IL 60015	Alera is a national insurance broker offering employee benefits (‘EB’), commercial property & casualty (‘P&C’), insurance and wealth management services to middle market commercial clients and high net worth individuals.		1.2

Alera Group Intermediate Holdings Inc	Alera Group Intermediate Holdings Inc 3 Parkway North Suite 500 Deerfield, IL 60015	Alera is a national insurance broker offering employee benefits (‘EB’), commercial property & casualty (‘P&C’), insurance and wealth management services to middle market commercial clients and high net worth individuals.	(1)	6.4

American Vision Partners	American Vision Partners 4800 North 22Nd Street Phoenix, AZ 85016	American Vision Partners (“AVP”) is a network of ophthalmology and optometry practices with a focus on high acuity medical and surgical procedures in the southwest portion of the US, primarily Arizona.		4.4

American Vision Partners	American Vision Partners 4800 North 22Nd Street Phoenix, AZ 85016	American Vision Partners (“AVP”) is a network of ophthalmology and optometry practices with a focus on high acuity medical and surgical procedures in the southwest portion of the US, primarily Arizona.		90.6

American Vision Partners	American Vision Partners 4800 North 22Nd Street Phoenix, AZ 85016	American Vision Partners (“AVP”) is a network of ophthalmology and optometry practices with a focus on high acuity medical and surgical procedures in the southwest portion of the US, primarily Arizona.	(1)	3.4

Amerivet Partners Management Inc	Amerivet Partners Management Inc 8610 N. New Braunfels Ave. Suite 500 San Antonio, TX 78217	AmeriVet is a national network of ~205 general veterinary practices and 5 emergency animal hospitals across 31 US States.		67.7

Amerivet Partners Management Inc	Amerivet Partners Management Inc 8610 N. New Braunfels Ave. Suite 500 San Antonio, TX 78217	AmeriVet is a national network of ~205 general veterinary practices and 5 emergency animal hospitals across 31 US States.	(1)	8.4

Apex Group Limited	Apex Group Limited 69 Middle Street Brighton, East Sussex BN1 1AL United Kingdom	Apex Group is an independent fund administrator. The Company provides back and middle office functions for alternative asset funds.		2.4

Apex Group Limited	Apex Group Limited 69 Middle Street Brighton, East Sussex BN1 1AL United Kingdom	Apex Group is an independent fund administrator. The Company provides back and middle office functions for alternative asset funds.		2.3

Apex Service Partners LLC	Apex Service Partners LLC 201 East Kennedy Boulevard Suite 1600 Tampa, FL 33602	Apex is the largest provider of residential heating, ventilation, and air conditioning (“HVAC”), plumbing, and electrical repair services in North America.		2.3

Apex Service Partners LLC	Apex Service Partners LLC 201 East Kennedy Boulevard Suite 1600 Tampa, FL 33602	Apex is the largest provider of residential heating, ventilation, and air conditioning (“HVAC”), plumbing, and electrical repair services in North America.		91.0

Apex Service Partners LLC	Apex Service Partners LLC 201 East Kennedy Boulevard Suite 1600 Tampa, FL 33602	Apex is the largest provider of residential heating, ventilation, and air conditioning (“HVAC”), plumbing, and electrical repair services in North America.	(1)	2.8

Apex Service Partners LLC	Apex Service Partners LLC 201 East Kennedy Boulevard Suite 1600 Tampa, FL 33602	Apex is the largest provider of residential heating, ventilation, and air conditioning (“HVAC”), plumbing, and electrical repair services in North America.	(1)	1.6

Arcfield Acquisition Corp	Arcfield Acquisition Corp 14295 Park Meadow Drive Ste 500 Chantilly, VA 20151	Arcfield is a provider of mission-critical, Systems Engineering and Technical Analysis (“SETA”) services that support national security customers predominantly focused on space.		84.2


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Arcfield Acquisition Corp	Arcfield Acquisition Corp 14295 Park Meadow Drive Ste 500 Chantilly, VA 20151	Arcfield is a provider of mission-critical, Systems Engineering and Technical Analysis (“SETA”) services that support national security customers predominantly focused on space.	(1)	10.6

Arcos LLC/VA	Arcos LLC/VA 445 Hutchinson Avenue Suite 700 Columbus, OH 43235	ARCOS, Inc. develops and delivers crew management and callout, and emergency response software for utility companies and other industries in the United States.		12.6

Arcos LLC/VA	Arcos LLC/VA 445 Hutchinson Avenue Suite 700 Columbus, OH 43235	ARCOS, Inc. develops and delivers crew management and callout, and emergency response software for utility companies and other industries in the United States.	(1)	4.5

Ardonagh Group Ltd/The	Ardonagh Group Ltd 2 Minster Court Mincing Lane, London, Greater London C3R 7PD United Kingdom	The Ardonagh Group Limited operates as an independent insurance broker and underwriter in the United Kingdom and internationally.	(1)	3.4

ATX Networks Corp	ATX Networks Corp 8-1602 Tricont Avenue Whitby, ON L1N 7C3 Canada	ATX is a designer and developer of patented, high-margin radio frequency management equipment and digital video processing products.		32.7

ATX Networks Corp	ATX Networks Corp 8-1602 Tricont Avenue Whitby, ON L1N 7C3 Canada	ATX is a designer and developer of patented, high-margin radio frequency management equipment and digital video processing products.		14.3

ATX Networks Corp	ATX Networks Corp 8-1602 Tricont Avenue Whitby, ON L1N 7C3 Canada	ATX is a designer and developer of patented, high-margin radio frequency management equipment and digital video processing products.		46.0

ATX Networks Corp	ATX Networks Corp 8-1602 Tricont Avenue Whitby, ON L1N 7C3 Canada	ATX is a designer and developer of patented, high-margin radio frequency management equipment and digital video processing products.	(1)	5.4

Barbri Inc	Barbri Inc 12222 Merit Drive Suite 1340 Dallas, TX 75251	Barbri, Inc provides bar review and exam preparation courses for law students and attorneys in the United States.		126.5

BDO USA PA	BDO USA PA 330 North Wabash Avenue Suite 3200 Chicago, IL 60611	BDO USA LLC (“BDO”) is the second largest U.S. accounting firm outside of the Big 4.		27.7

Belk Inc	Belk Inc 2801 West Tyvola Road Charlotte, NC 28217	Belk, Inc. owns and operates department stores in the United States.		21.9

Belk Inc	Belk Inc 2801 West Tyvola Road Charlotte, NC 28217	Belk, Inc. owns and operates department stores in the United States.		31.9

BGB Group LLC	BGB Group LLC 250 West 34th St New York, NY 10119	BGB Group LLC (“BGB”) provides medical communication and healthcare marketing to large pharma companies, focusing on the pre-launch and early life cycle stages of a drug during its development.		108.7

BGB Group LLC	BGB Group LLC 250 West 34th St New York, NY 10119	BGB Group LLC (“BGB”) provides medical communication and healthcare marketing to large pharma companies, focusing on the pre-launch and early life cycle stages of a drug during its development.	(1)	19.9


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

BGB Group LLC	BGB Group LLC 250 West 34th St New York, NY 10119	BGB Group LLC (“BGB”) provides medical communication and healthcare marketing to large pharma companies, focusing on the pre-launch and early life cycle stages of a drug during its development.	(1)	7.4

Bloom Fresh International Limited	Bloom Fresh International Limited Suite 1 7th Floor 50 Broadway London, Greater London SW1H 0BL United Kingdom	Leading global breeder of patented table (eating) grapes, engaged in the development of premium varieties using natural breeding methods (non GMO).		7.9

Bowery Farming Inc	Bowery Farming Inc 151 W 26th St 12th Floor New York, NY 10001	Bowery Farming is a vertical farming company that grows primarily leafy greens at 2 operational facilities in MD and PA.		54.2

Bowery Farming Inc	Bowery Farming Inc 151 W 26th St 12th Floor New York, NY 10001	Bowery Farming is a vertical farming company that grows primarily leafy greens at 2 operational facilities in MD and PA.		5.0

Bowery Farming Inc	Bowery Farming Inc 151 W 26th St 12th Floor New York, NY 10001	Bowery Farming is a vertical farming company that grows primarily leafy greens at 2 operational facilities in MD and PA.	(1)	5.0

Cadence Education LLC	Cadence Education LLC 8767 East Via De Ventura Suite 200 Scottsdale, AZ 85258	One of the largest providers of pre-K education services in the US. Cadence has 136 schools across 19 states housing 18,000+ full-time students.		55.0

Cadence Education LLC	Cadence Education LLC 8767 East Via De Ventura Suite 200 Scottsdale, AZ 85258	One of the largest providers of pre-K education services in the US. Cadence has 136 schools across 19 states housing 18,000+ full-time students.	(1)	8.5

Cadence Education LLC	Cadence Education LLC 8767 East Via De Ventura Suite 200 Scottsdale, AZ 85258	One of the largest providers of pre-K education services in the US. Cadence has 136 schools across 19 states housing 18,000+ full-time students.	(1)	14.4

CFC Underwriting Ltd	CFC Underwriting Ltd 85 Gracechurch Street London, Greater London EC3V 0AA United Kingdom	CFC is a global SME insurance platform focused on emerging insurance markets.	(1)	5.7

Circana Group (f.k.a. NPD Group)	Circana Group (f.k.a. NPD Group) 203 N LaSalle St Chicago, IL 60601	Circana is a leading provider of consumer insights and market share data to CPG manufacturers and retailers.		0.7

Circana Group (f.k.a. NPD Group)	Circana Group (f.k.a. NPD Group) 203 N LaSalle St Chicago, IL 60601	Circana is a leading provider of consumer insights and market share data to CPG manufacturers and retailers.		19.7

Circana Group (f.k.a. NPD Group)	Circana Group (f.k.a. NPD Group) 203 N LaSalle St Chicago, IL 60601	Circana is a leading provider of consumer insights and market share data to CPG manufacturers and retailers.	(1)	0.4

Civica Group Ltd	Civica Group Ltd Southbank Central 30 Stamford Street London, Greater London SE1 9LQ United Kingdom	Civica Group Limited designs and develops software applications, cloud services, and IT-enhanced outsourcing solutions in the United Kingdom, Australia, New Zealand, Singapore, and North America.		3.2

Civica Group Ltd	Civica Group Ltd Southbank Central 30 Stamford Street London, Greater London SE1 9LQ United Kingdom	Civica Group Limited designs and develops software applications, cloud services, and IT-enhanced outsourcing solutions in the United Kingdom, Australia, New Zealand, Singapore, and North America.	(1)	6.4

Clarience Technologies LLC	Clarience Technologies LLC 20600 Civic Center Drive Southfield, MI 48076	Clarience Technologies, LLC manufactures transportation safety and visibility solutions that include lighting products and systems		0.7


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Clarience Technologies LLC	Clarience Technologies LLC 20600 Civic Center Drive Southfield, MI 48076	Clarience Technologies, LLC manufactures transportation safety and visibility solutions that include lighting products and systems		158.2

Clarience Technologies LLC	Clarience Technologies LLC 20600 Civic Center Drive Southfield, MI 48076	Clarience Technologies, LLC manufactures transportation safety and visibility solutions that include lighting products and systems	(1)	21.0

Clarience Technologies LLC	Clarience Technologies LLC 20600 Civic Center Drive Southfield, MI 48076	Clarience Technologies, LLC manufactures transportation safety and visibility solutions that include lighting products and systems	(1)	21.7

Community Brands Inc	Community Brands Inc 9620 Executive Center Dr. N #200 Saint Petersburg, FL 33702	Community Brands (“CB”) is a provider of software and payment solutions serving three verticals and five total lines of business		31.8

Community Brands Inc	Community Brands Inc 9620 Executive Center Dr. N #200 Saint Petersburg, FL 33702	Community Brands (“CB”) is a provider of software and payment solutions serving three verticals and five total lines of business	(1)	1.9

Consilium Safety Group AB	Consilium Safety Group AB Gothenburg, Västra Götaland County 402 76 Sweden	Leading provider of fire and gas safety systems with a focus on marine end markets.		35.5

Consilium Safety Group AB	Consilium Safety Group AB Gothenburg, Västra Götaland County 402 76 Sweden	Leading provider of fire and gas safety systems with a focus on marine end markets.		15.9

Consilium Safety Group AB	Consilium Safety Group AB Gothenburg, Västra Götaland County 402 76 Sweden	Leading provider of fire and gas safety systems with a focus on marine end markets.	(1)	10.5

Constellis Holdings LLC	Constellis Holdings LLC 12018 Sunrise Valley Drive Suite 140 Reston, VA 20191	Constellis is a provider of operational support and risk management services to government and commercial clients worldwide.		14.8

Corsearch Intermediate Inc	Corsearch Intermediate Inc 220 West 42nd St. 11th Floor New York, NY 10036	Corsearch, Inc. provides clearance and protection solutions for trademark and brand professionals.		28.9

CSafe Global	CSafe Global 2900 Dryden Road Dayton, OH 45439	CSafe designs, develops and manufactures cold chain management products for the pharmaceutical industry.		78.8

CSafe Global	CSafe Global 2900 Dryden Road Dayton, OH 45439	CSafe designs, develops and manufactures cold chain management products for the pharmaceutical industry.		19.8

CSafe Global	CSafe Global 2900 Dryden Road Dayton, OH 45439	CSafe designs, develops and manufactures cold chain management products for the pharmaceutical industry.		3.7

CSafe Global	CSafe Global 2900 Dryden Road Dayton, OH 45439	CSafe designs, develops and manufactures cold chain management products for the pharmaceutical industry.	(1)	4.7

CSafe Global	CSafe Global 2900 Dryden Road Dayton, OH 45439	CSafe designs, develops and manufactures cold chain management products for the pharmaceutical industry.	(1)	7.8

Dechra Pharmaceuticals Ltd	Dechra Pharmaceuticals Ltd 24 Cheshire Avenue Cheshire Business Park Lostock Northwich, Cheshire CW9 7UA United Kingdom	DECHRA PHARMACEUTICALS LIMITED develops, manufactures, regulates, markets, and sells veterinary pharmaceuticals and related products for veterinarians.		14.2


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Dechra Pharmaceuticals Ltd	Dechra Pharmaceuticals Ltd 24 Cheshire Avenue Cheshire Business Park Lostock Northwich, Cheshire CW9 7UA United Kingdom	DECHRA PHARMACEUTICALS LIMITED develops, manufactures, regulates, markets, and sells veterinary pharmaceuticals and related products for veterinarians.		14.9

Dechra Pharmaceuticals Ltd	Dechra Pharmaceuticals Ltd 24 Cheshire Avenue Cheshire Business Park Lostock Northwich, Cheshire CW9 7UA United Kingdom	DECHRA PHARMACEUTICALS LIMITED develops, manufactures, regulates, markets, and sells veterinary pharmaceuticals and related products for veterinarians.	(1)	3.4

Dechra Pharmaceuticals Ltd	Dechra Pharmaceuticals Ltd 24 Cheshire Avenue Cheshire Business Park Lostock Northwich, Cheshire CW9 7UA United Kingdom	DECHRA PHARMACEUTICALS LIMITED develops, manufactures, regulates, markets, and sells veterinary pharmaceuticals and related products for veterinarians.	(1)	3.6

Dental Care Alliance Inc	Dental Care Alliance Inc 6240 Lake Osprey Drive Sarasota, FL 34240	Dental Care Alliance, LLC. provides dental support services to the dental care organizations.		108.0

Dental365 LLC	Dental365 LLC 3333 New Hyde Park Road Suite 304 New Hyde Park, NY 11042	Dental365 provides dental care services. The company’s services include, cosmetic dentistry, restorative dentistry, oral surgery, emergency dentistry, general dentistry, preventive dentistry, endodontics, periodontics, laser dentistry, and dental sleep medic services.		21.6

Dental365 LLC	Dental365 LLC 3333 New Hyde Park Road Suite 304 New Hyde Park, NY 11042	Dental365 provides dental care services. The company’s services include, cosmetic dentistry, restorative dentistry, oral surgery, emergency dentistry, general dentistry, preventive dentistry, endodontics, periodontics, laser dentistry, and dental sleep medic services.	(1)	5.1

Dental365 LLC	Dental365 LLC 3333 New Hyde Park Road Suite 304 New Hyde Park, NY 11042	Dental365 provides dental care services. The company’s services include, cosmetic dentistry, restorative dentistry, oral surgery, emergency dentistry, general dentistry, preventive dentistry, endodontics, periodontics, laser dentistry, and dental sleep medic services.	(1)	13.7

DOC Generici Srl	DOC Generici Srl Via Filippo Turati, 40 Milan, MI 20121 Italy	Doc Generici (“Doc”) is the second largest (Teva #1) Italian generic pharmaceutical company focused on the sales and marketing activities in the pharma value chain.		11.3

DOC Generici Srl	DOC Generici Srl Via Filippo Turati, 40 Milan, MI 20121 Italy	Doc Generici (“Doc”) is the second largest (Teva #1) Italian generic pharmaceutical company focused on the sales and marketing activities in the pharma value chain.	(1)	2.3

DOXA Insurance Holdings LLC	DOXA Insurance Holdings LLC 101 E. Washington Boulevard 10th Floor Fort Wayne, IN 46802	DOXA Insurance Holdings (“DOXA” or the “Company”) is an insurance distribution platform with programs including MGAs (Managing General Agencies), Affinity Programs, and Specialty Wholesale.		26.7

DOXA Insurance Holdings LLC	DOXA Insurance Holdings LLC 101 E. Washington Boulevard 10th Floor Fort Wayne, IN 46802	DOXA Insurance Holdings (“DOXA” or the “Company”) is an insurance distribution platform with programs including MGAs (Managing General Agencies), Affinity Programs, and Specialty Wholesale.	(1)	3.3


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

DOXA Insurance Holdings LLC	DOXA Insurance Holdings LLC 101 E. Washington Boulevard 10th Floor Fort Wayne, IN 46802	DOXA Insurance Holdings (“DOXA” or the “Company”) is an insurance distribution platform with programs including MGAs (Managing General Agencies), Affinity Programs, and Specialty Wholesale.	(1)	3.0

DOXA Insurance Holdings LLC	DOXA Insurance Holdings LLC 101 E. Washington Boulevard 10th Floor Fort Wayne, IN 46802	DOXA Insurance Holdings (“DOXA” or the “Company”) is an insurance distribution platform with programs including MGAs (Managing General Agencies), Affinity Programs, and Specialty Wholesale.	(1)	22.6

DuBois Chemicals Inc	DuBois Chemicals Inc 3630 E Kemper Road Sharonville, OH 45241	DuBois Chemicals, Inc. develops and manufactures specialty chemical solutions for metal finishing/paint pretreatment, metalworking/lubricants, water/wastewater treatment, maintenance/equipment cleaning, paper chemicals, food processing cleaning/sanitizing, finished goods manufacturing, and transportation cleaning.		87.2

DuBois Chemicals Inc	DuBois Chemicals Inc 3630 E Kemper Road Sharonville, OH 45241	DuBois Chemicals, Inc. develops and manufactures specialty chemical solutions for metal finishing/paint pretreatment, metalworking/lubricants, water/wastewater treatment, maintenance/equipment cleaning, paper chemicals, food processing cleaning/sanitizing, finished goods manufacturing, and transportation cleaning.	(1)	14.7

DuBois Chemicals Inc	DuBois Chemicals Inc 3630 E Kemper Road Sharonville, OH 45241	DuBois Chemicals, Inc. develops and manufactures specialty chemical solutions for metal finishing/paint pretreatment, metalworking/lubricants, water/wastewater treatment, maintenance/equipment cleaning, paper chemicals, food processing cleaning/sanitizing, finished goods manufacturing, and transportation cleaning.	(1)	14.7

Element Materials Technology Group US Holdings Inc	Element Materials Technology Group Davidson Building 5 Southampton Street London, Greater London WC2E 7HA United Kingdom	Element Materials Technology Group is one of the world’s leading global providers of testing, inspection, and certification (“TIC”) services for a broad range of products, materials and technologies in advanced industrial supply chains.		1.4

Element Materials Technology Group US Holdings Inc	Element Materials Technology Group Davidson Building 5 Southampton Street London, Greater London WC2E 7HA United Kingdom	Element Materials Technology Group is one of the world’s leading global providers of testing, inspection, and certification (“TIC”) services for a broad range of products, materials and technologies in advanced industrial supply chains.		0.4

Envirotainer Ltd	Envirotainer Ltd Staffans vAeg 2A Sollentuna, Stockholm County 192 78 Sweden	Envirotainer AB engages in the production, development, and rental of active temperature-controlled containers for the air transportation of temperature-sensitive healthcare products.	(1)	2.7

Excelitas Technologies Corp	Excelitas Technologies Corp 200 West Street, Suite E403 Waltham, MA 02451	Manufactures customized optoelectronic and advanced electronic systems to global OEM customers.		1.9

Excelitas Technologies Corp	Excelitas Technologies Corp 200 West Street, Suite E403 Waltham, MA 02451	Manufactures customized optoelectronic and advanced electronic systems to global OEM customers.	(1)	2.4

Excelitas Technologies Corp	Excelitas Technologies Corp 200 West Street, Suite E403 Waltham, MA 02451	Manufactures customized optoelectronic and advanced electronic systems to global OEM customers.	(1)	23.4

Follett Software Co	Follett Software Co 1340 Rigdeview Dr McHenry, IL 60050-7041	Follett Software Co is a provider of asset management and student information system software to K-12 schools.		72.1


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Follett Software Co	Follett Software Co 1340 Rigdeview Dr McHenry, IL 60050-7041	Follett Software Co is a provider of asset management and student information system software to K-12 schools.	(1)	9.9

Foundation Consumer Brands LLC	Foundation Consumer Brands LLC 106 Isabella Street Suite 602 Pittsburgh, PA 15215	Foundation Consumer Brands, LLC produces nasal strips, pediatric cough and cold drugs, and oral analgesics.		66.8

Foundation Consumer Brands LLC	Foundation Consumer Brands LLC 106 Isabella Street Suite 602 Pittsburgh, PA 15215	Foundation Consumer Brands, LLC produces nasal strips, pediatric cough and cold drugs, and oral analgesics.	(1)	6.6

Foundation Risk Partners Corp	Foundation Risk Partners Corp 780 W. Granada Blvd. Ormond Beach, FL 32174	Foundation Risk Partners is a retail insurance brokerage firm focused on providing commercial property and casualty.		61.7

Foundation Risk Partners Corp	Foundation Risk Partners Corp 780 W. Granada Blvd. Ormond Beach, FL 32174	Foundation Risk Partners is a retail insurance brokerage firm focused on providing commercial property and casualty.	(1)	11.8

Foundation Risk Partners Corp	Foundation Risk Partners Corp 780 W. Granada Blvd. Ormond Beach, FL 32174	Foundation Risk Partners is a retail insurance brokerage firm focused on providing commercial property and casualty.	(1)	23.0

Galaxy Universal LLC	Galaxy Universal LLC 700 Canal Street 5th Fl Stamford, CT 06902	Galaxy is a vertically integrated global footwear and apparel company operating in Brand Licensing and Sourcing / Wholesale for athletic footwear.		86.7

Galaxy Universal LLC	Galaxy Universal LLC 700 Canal Street 5th Fl Stamford, CT 06902	Galaxy is a vertically integrated global footwear and apparel company operating in Brand Licensing and Sourcing / Wholesale for athletic footwear.		18.5

Galway Partners Holdings LLC	Galway Partners Holdings LLC 425 California Street Suite 2400 San Francisco, CA 94104	Galway Partners Holdings LLC provides property and casualty insurance brokerage services.		1.7

Galway Partners Holdings LLC	Galway Partners Holdings LLC 425 California Street Suite 2400 San Francisco, CA 94104	Galway Partners Holdings LLC provides property and casualty insurance brokerage services.		84.9

Galway Partners Holdings LLC	Galway Partners Holdings LLC 425 California Street Suite 2400 San Francisco, CA 94104	Galway Partners Holdings LLC provides property and casualty insurance brokerage services.	(1)	11.2

Galway Partners Holdings LLC	Galway Partners Holdings LLC 425 California Street Suite 2400 San Francisco, CA 94104	Galway Partners Holdings LLC provides property and casualty insurance brokerage services.	(1)	8.4

General Datatech LP	General Datatech LP 999 Metromedia Place Dallas, TX 75247	General Datatech, LP designs, builds, and delivers technology and architectural solutions for service providers, enterprise networks, data centers, and others. Its solutions include enterprise networking, data center modernization, hybrid cloud, security solutions, high-definition audio and video solutions, and edge and 5G enablement.		127.3

Gigamon Inc	Gigamon Inc 3300 Olcott Street Santa Clara, CA 95054	Gigamon is a technology company based in Santa Clara, CA that provides tools that simplify a customer’s network and allow for efficient monitoring and sorting of data.		3.7

Gigamon Inc	Gigamon Inc 3300 Olcott Street Santa Clara, CA 95054	Gigamon is a technology company based in Santa Clara, CA that provides tools that simplify a customer’s network and allow for efficient monitoring and sorting of data.		104.9

Gigamon Inc	Gigamon Inc 3300 Olcott Street Santa Clara, CA 95054	Gigamon is a technology company based in Santa Clara, CA that provides tools that simplify a customer’s network and allow for efficient monitoring and sorting of data.	(1)	5.6


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Gracent LLC	Gracent LLC 950 Lee Street Ste 210 Des Plaines, IL 60016	Provides ABA Therapy and other core therapy for children with Autism in Chicagoland and Dallas/Houston, Texas Area		27.3

Granicus Inc	Granicus Inc 1999 Broadway Suite 3600 Denver, CO 80202	Granicus is a leading citizen engagement software platform with a broad suite of government focused applications helping federal, state and local agencies manage government-to-citizen interactions		16.1

Granicus Inc	Granicus Inc 1999 Broadway Suite 3600 Denver, CO 80202	Granicus is a leading citizen engagement software platform with a broad suite of government focused applications helping federal, state and local agencies manage government-to-citizen interactions		–

Granicus Inc	Granicus Inc 1999 Broadway Suite 3600 Denver, CO 80202	Granicus is a leading citizen engagement software platform with a broad suite of government focused applications helping federal, state and local agencies manage government-to-citizen interactions	(1)	2.4

Granicus Inc	Granicus Inc 1999 Broadway Suite 3600 Denver, CO 80202	Granicus is a leading citizen engagement software platform with a broad suite of government focused applications helping federal, state and local agencies manage government-to-citizen interactions	(1)	2.2

Heniff Transportation Systems LLC	Heniff Transportation Systems LLC 2015 Spring Road Suite 780 Oak Brook, IL 60523	Heniff Transportation Systems, LLC provides liquid bulk chemical transportation services in the United States, Canada, and Mexico.		12.6

Heniff Transportation Systems LLC	Heniff Transportation Systems LLC 2015 Spring Road Suite 780 Oak Brook, IL 60523	Heniff Transportation Systems, LLC provides liquid bulk chemical transportation services in the United States, Canada, and Mexico.		89.5

Heniff Transportation Systems LLC	Heniff Transportation Systems LLC 2015 Spring Road Suite 780 Oak Brook, IL 60523	Heniff Transportation Systems, LLC provides liquid bulk chemical transportation services in the United States, Canada, and Mexico.	(1)	5.2

Heritage Environmental Services Inc	Heritage Environmental Services Inc 6510 Telecom DR Suite 400 Indianapolis, IN 46278-1366	Heritage is a leading provider of hazardous industrial waste management solutions for commercial end-markets.		53.0

Heritage Environmental Services Inc	Heritage Environmental Services Inc 6510 Telecom DR Suite 400 Indianapolis, IN 46278-1366	Heritage is a leading provider of hazardous industrial waste management solutions for commercial end-markets.	(1)	7.3

Hibu Inc	Hibu Inc 221 3rd Ave SE Suite 300 Cedar Rapids, IA 52401	Hibu Inc. provides digital marketing solutions to small and medium-sized businesses in the United States.		113.6

Higginbotham Insurance Agency Inc	Higginbotham Insurance Agency Inc 500 West 13th Street Fort Worth, TX 76102-4659	Higginbotham Insurance Agency, Inc. provides insurance brokerage services to customers in Texas.		10.2

Higginbotham Insurance Agency Inc	Higginbotham Insurance Agency Inc 500 West 13th Street Fort Worth, TX 76102-4659	Higginbotham Insurance Agency, Inc. provides insurance brokerage services to customers in Texas.		6.6

Higginbotham Insurance Agency Inc	Higginbotham Insurance Agency Inc 500 West 13th Street Fort Worth, TX 76102-4659	Higginbotham Insurance Agency, Inc. provides insurance brokerage services to customers in Texas.		2.0

Higginbotham Insurance Agency Inc	Higginbotham Insurance Agency Inc 500 West 13th Street Fort Worth, TX 76102-4659	Higginbotham Insurance Agency, Inc. provides insurance brokerage services to customers in Texas.	(1)	16.2

Highgate Hotels Inc	Highgate Hotels Inc 545 East John Carpenter Freeway Suite 1400 Irving, TX	Highgate is one of the nation’s premier third party operators of urban hotels.		33.5


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Highgate Hotels Inc	Highgate Hotels Inc 545 East John Carpenter Freeway Suite 1400 Irving, TX	Highgate is one of the nation’s premier third party operators of urban hotels.		1.3

Highgate Hotels Inc	Highgate Hotels Inc 545 East John Carpenter Freeway Suite 1400 Irving, TX	Highgate is one of the nation’s premier third party operators of urban hotels.	(1)	3.0

HKA	HKA 3200 Daresbury Park Warrington, Cheshire WA4 4BU United Kingdom	HKA is a global consulting firm focused in the field of dispute resolution, with a primary focus in the Capital Projects and Infrastructure (“CP&I”) sector		4.5

HM Dunn Co Inc	HM Dunn Co Inc 4201 S 119th St W Wichita, KS 67215	HM Dunn is engaged in the manufacture and distribution of aircraft components, assemblies and kits used by original equipment manufacturers (OEMs) in the defense, commercial and civil sectors of the aerospace and defense industry.		35.3

HM Dunn Co Inc	HM Dunn Co Inc 4201 S 119th St W Wichita, KS 67215	HM Dunn is engaged in the manufacture and distribution of aircraft components, assemblies and kits used by original equipment manufacturers (OEMs) in the defense, commercial and civil sectors of the aerospace and defense industry.		2.2

HM Dunn Co Inc	HM Dunn Co Inc 4201 S 119th St W Wichita, KS 67215	HM Dunn is engaged in the manufacture and distribution of aircraft components, assemblies and kits used by original equipment manufacturers (OEMs) in the defense, commercial and civil sectors of the aerospace and defense industry.	(1)	2.7

Individual FoodService	Individual FoodService 17611 Hidden Oaks Road Encino Los Angeles, CA 91316	Southern California’s premier distributor of food, paper, plastic, packaging, janitorial, and smallwares products.		72.5

Individual FoodService	Individual FoodService 17611 Hidden Oaks Road Encino Los Angeles, CA 91316	Southern California’s premier distributor of food, paper, plastic, packaging, janitorial, and smallwares products.	(1)	2.9

Individual FoodService	Individual FoodService 17611 Hidden Oaks Road Encino Los Angeles, CA 91316	Southern California’s premier distributor of food, paper, plastic, packaging, janitorial, and smallwares products.	(1)	5.9

Industria Chimica Emiliana Srl	Industria Chimica Emiliana Srl Via Sicilia, 8/10 Reggio Emilia, RE 42100 Italy	Industria Chimica Emiliana S.r.l manufactures and markets pharmaceutical, bacteriological, and feed grade acids.		20.6

Industria Chimica Emiliana Srl	Industria Chimica Emiliana Srl Via Sicilia, 8/10 Reggio Emilia, RE 42100 Italy	Industria Chimica Emiliana S.r.l manufactures and markets pharmaceutical, bacteriological, and feed grade acids.		82.7

Industry City TI Lessor LP	Industry City TI Lessor LP 220 36th Street, #2-A Brooklyn, NY 11232	The Brooklyn Nets are an NBA basketball team. Indsutry City TI Lessor LP is a diversified real estate activities company. It is headquartered in the United States.		18.7

iNova Pharmaceuticals (Australia) Pty Limited	iNova Pharmaceuticals (Australia) Pty Limited Level 10 12 Help Street Chatswood, NSW 2067 Australia	iNova Pharmaceuticals is a leading consumer healthcare company with a diverse brand and product portfolio across ANZ, Asia and South Africa		0.6


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

iNova Pharmaceuticals (Australia) Pty Limited	iNova Pharmaceuticals (Australia) Pty Limited Level 10 12 Help Street Chatswood, NSW 2067 Australia	iNova Pharmaceuticals is a leading consumer healthcare company with a diverse brand and product portfolio across ANZ, Asia and South Africa	(1)	1.6

Insight Global LLC	Insight Global LLC 1224 Hammond Drive Suite 1500 Atlanta, GA 30346	Insight Global is a staffing company that provides long-term, short-term, temporary-to-permanent, placement staffing, and enhanced staffing services to primarily Fortune 1000 companies along with SMBs.		174.3

Insight Global LLC	Insight Global LLC 1224 Hammond Drive Suite 1500 Atlanta, GA 30346	Insight Global is a staffing company that provides long-term, short-term, temporary-to-permanent, placement staffing, and enhanced staffing services to primarily Fortune 1000 companies along with SMBs.	(1)	47.9

Insightsoftware.Com Inc	Insightsoftware.Com Inc 8529 Six Forks Road, Suite 400 Raleigh, North Carolina 27615	Leading provider of software solutions for the office of the CFO		1.1

Insightsoftware.Com Inc	Insightsoftware.Com Inc 8529 Six Forks Road, Suite 400 Raleigh, North Carolina 27615	Leading provider of software solutions for the office of the CFO		0.7

Insightsoftware.Com Inc	Insightsoftware.Com Inc 8529 Six Forks Road, Suite 400 Raleigh, North Carolina 27615	Leading provider of software solutions for the office of the CFO		2.4

Insightsoftware.Com Inc	Insightsoftware.Com Inc 8529 Six Forks Road, Suite 400 Raleigh, North Carolina 27615	Leading provider of software solutions for the office of the CFO	(1)	20.2

Insightsoftware.Com Inc	Insightsoftware.Com Inc 8529 Six Forks Road, Suite 400 Raleigh, North Carolina 27615	Leading provider of software solutions for the office of the CFO	(1)	4.6

Integrity Marketing Group LLC	Integrity Marketing Group LLC 1445 Ross Ave, 22nd Floor Dallas, Texas 75202	Integrity is the nation’s largest insurance Independent Marketing organization that distributes health, life and wealth products focused on the senior market		0.9

Integrity Marketing Group LLC	Integrity Marketing Group LLC 1445 Ross Ave, 22nd Floor Dallas, Texas 75202	Integrity is the nation’s largest insurance Independent Marketing organization that distributes health, life and wealth products focused on the senior market		97.9

Integrity Marketing Group LLC	Integrity Marketing Group LLC 1445 Ross Ave, 22nd Floor Dallas, Texas 75202	Integrity is the nation’s largest insurance Independent Marketing organization that distributes health, life and wealth products focused on the senior market	(1)	1.6

Integrity Marketing Group LLC	Integrity Marketing Group LLC 1445 Ross Ave, 22nd Floor Dallas, Texas 75202	Integrity is the nation’s largest insurance Independent Marketing organization that distributes health, life and wealth products focused on the senior market	(1)	0.1

J S Held LLC	J S Held LLC 50 Jericho Quadrangle Suite 117 Jericho, NY 11753	J.S. Held is a specialty consulting firm that is primarily engaged by insurance carriers and loss adjusters to provide consulting services on a range of construction and engineering matters relating to insurance claims.		149.9

J S Held LLC	J S Held LLC 50 Jericho Quadrangle Suite 117 Jericho, NY 11753	J.S. Held is a specialty consulting firm that is primarily engaged by insurance carriers and loss adjusters to provide consulting services on a range of construction and engineering matters relating to insurance claims.		12.6

J S Held LLC	J S Held LLC 50 Jericho Quadrangle Suite 117 Jericho, NY 11753	J.S. Held is a specialty consulting firm that is primarily engaged by insurance carriers and loss adjusters to provide consulting services on a range of construction and engineering matters relating to insurance claims.	(1)	1.4


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Karman Space Inc	Karman Space Inc 5351 Argosy Ave Huntington Beach, CA 92649	Karman is a leading manufacturer of highly specialized, critical components for spacecraft, rockets, and hypersonic platforms. The Company’s customer based includes top-tier OEMs across A&D and other end-markets.		94.0

Karman Space Inc	Karman Space Inc 5351 Argosy Ave Huntington Beach, CA 92649	Karman is a leading manufacturer of highly specialized, critical components for spacecraft, rockets, and hypersonic platforms. The Company’s customer based includes top-tier OEMs across A&D and other end-markets.		5.2

Karman Space Inc	Karman Space Inc 5351 Argosy Ave Huntington Beach, CA 92649	Karman is a leading manufacturer of highly specialized, critical components for spacecraft, rockets, and hypersonic platforms. The Company’s customer based includes top-tier OEMs across A&D and other end-markets.	(1)	0.1

Kellermeyer Bergensons Services LLC	Kellermeyer Bergensons Services LLC 3605 Ocean Ranch Boulevard Suite 200 Oceanside, CA 92056	Kellermeyer Bergensons Services, LLC provides facilities management services to retail and grocery chains.		187.4

Kellermeyer Bergensons Services LLC	Kellermeyer Bergensons Services LLC 3605 Ocean Ranch Boulevard Suite 200 Oceanside, CA 92056	Kellermeyer Bergensons Services, LLC provides facilities management services to retail and grocery chains.		82.3

Kellermeyer Bergensons Services LLC	Kellermeyer Bergensons Services LLC 3605 Ocean Ranch Boulevard Suite 200 Oceanside, CA 92056	Kellermeyer Bergensons Services, LLC provides facilities management services to retail and grocery chains.	(1)	5.5

Laboratoires Vivacy SAS	Laboratoires Vivacy SAS 44 rue Paul Valéry Paris, Ile-de-France 75116 France	Vivacy is a medtech company specialising in the design, production and distribution of hyaluronic acid (“HA”) based injectable dermal fillers for aesthetic treatments		8.2

Laboratoires Vivacy SAS	Laboratoires Vivacy SAS 44 rue Paul Valéry Paris, Ile-de-France 75116 France	Vivacy is a medtech company specialising in the design, production and distribution of hyaluronic acid (“HA”) based injectable dermal fillers for aesthetic treatments	(1)	0.6

Lakefield Veterinary Group	Lakefield Veterinary Group 19717 62nd Avenue South Suite F103 Kent, WA 98032	Lakefield operates 70 veterinary hospitals across 10 states in the US, with a presence in the West, Southwest and Midwest regions.		116.9

Lakeview Farms Inc	Lakeview Farms Inc 1600 Gressel Drive P.O. Box 98 Delphos, OH 45833-0098	Lakeview Farms, LLC produces dips, desserts, and specialty products. It offers dessert products, such as puddings, gelatins, and parfaits.		66.3

Lakeview Farms Inc	Lakeview Farms Inc 1600 Gressel Drive P.O. Box 98 Delphos, OH 45833-0098	Lakeview Farms, LLC produces dips, desserts, and specialty products. It offers dessert products, such as puddings, gelatins, and parfaits.	(1)	6.8

Lazer Logistics Inc	Lazer Logistics Inc 6525 Shiloh Road Suite 900 Alpharetta, GA 30005	Lazer Logistics (“Lazer”) provides yard spotting, shuttling and gate management services at >550 manufacturing and distribution centers in North America.		24.1

Lazer Logistics Inc	Lazer Logistics Inc 6525 Shiloh Road Suite 900 Alpharetta, GA 30005	Lazer Logistics (“Lazer”) provides yard spotting, shuttling and gate management services at >550 manufacturing and distribution centers in North America.	(1)	1.9

Lazer Logistics Inc	Lazer Logistics Inc 6525 Shiloh Road Suite 900 Alpharetta, GA 30005	Lazer Logistics (“Lazer”) provides yard spotting, shuttling and gate management services at >550 manufacturing and distribution centers in North America.	(1)	5.7

Lexitas Inc	Lexitas Inc 5301 Southwest Pkwy Austin, TX	Lexitas is a provider of outsourced deposition, records retrieval, Registered agent, and process serving services to largely legal firms, insurance companies and corporations.		115.4


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Lexitas Inc	Lexitas Inc 5301 Southwest Pkwy Austin, TX	Lexitas is a provider of outsourced deposition, records retrieval, Registered agent, and process serving services to largely legal firms, insurance companies and corporations.	(1)	8.4

Lexitas Inc	Lexitas Inc 5301 Southwest Pkwy Austin, TX	Lexitas is a provider of outsourced deposition, records retrieval, Registered agent, and process serving services to largely legal firms, insurance companies and corporations.	(1)	28.6

Lionbridge Technologies Inc	Lionbridge Technologies Inc 1050 Winter Street Suite 2300 Waltham, MA 2451	Lionbridge Technologies, Inc. provides translation and localization solutions for enterprises.		101.2

Lipari Foods LLC	Lipari Foods LLC 26661 Bunert Road Warren, MI 48089	Lipari Foods, LLC engages in the distribution of food products. Its products include bakery products, confectionery products, dairy products, meat and seafood products, and foodservice products.		99.0

Lipari Foods LLC	Lipari Foods LLC 26661 Bunert Road Warren, MI 48089	Lipari Foods, LLC engages in the distribution of food products. Its products include bakery products, confectionery products, dairy products, meat and seafood products, and foodservice products.	(1)	15.0

Lloyd’s Register Quality Assurance Ltd	Lloyd’s Register Quality Assurance Ltd 71 Fenchurch Street London, Greater London EC3M 4BS United Kingdom	Lloyd’s Register Quality Assurance (“LRQA”) is a leading, global scaled assurance platform serving 62,000+ customers.		15.9

Lloyd’s Register Quality Assurance Ltd	Lloyd’s Register Quality Assurance Ltd 71 Fenchurch Street London, Greater London EC3M 4BS United Kingdom	Lloyd’s Register Quality Assurance (“LRQA”) is a leading, global scaled assurance platform serving 62,000+ customers.	(1)	4.1

Magna Legal Services LLC	Magna Legal Services LLC 1635 Market Street 8th Floor Philadelphia, PA 19103	Magna is a national legal services provider to customers in the legal and insurance end markets, supporting clients with deposition services, record retrieval, and litigation consulting offerings.		2.1

Magna Legal Services LLC	Magna Legal Services LLC 1635 Market Street 8th Floor Philadelphia, PA 19103	Magna is a national legal services provider to customers in the legal and insurance end markets, supporting clients with deposition services, record retrieval, and litigation consulting offerings.		23.1

Magna Legal Services LLC	Magna Legal Services LLC 1635 Market Street 8th Floor Philadelphia, PA 19103	Magna is a national legal services provider to customers in the legal and insurance end markets, supporting clients with deposition services, record retrieval, and litigation consulting offerings.	(1)	2.2

Magna Legal Services LLC	Magna Legal Services LLC 1635 Market Street 8th Floor Philadelphia, PA 19103	Magna is a national legal services provider to customers in the legal and insurance end markets, supporting clients with deposition services, record retrieval, and litigation consulting offerings.	(1)	11.2

MB2 Dental Solutions LLC	MB2 Dental Solutions LLC 2403 Lacy Lane Carrollton, TX 75006	MB2 Dental Solutions, LLC, a dental partnership organization, provides dental practice management services to dentists in Alaska, Arkansas, Arizona, Colorado, Florida, Kansas, Louisiana, Missouri, New Mexico, Oklahoma, Tennessee, and Texas.		109.3

MB2 Dental Solutions LLC	MB2 Dental Solutions LLC 2403 Lacy Lane Carrollton, TX 75006	MB2 Dental Solutions, LLC, a dental partnership organization, provides dental practice management services to dentists in Alaska, Arkansas, Arizona, Colorado, Florida, Kansas, Louisiana, Missouri, New Mexico, Oklahoma, Tennessee, and Texas.		2.4


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

MB2 Dental Solutions LLC	MB2 Dental Solutions LLC 2403 Lacy Lane Carrollton, TX 75006	MB2 Dental Solutions, LLC, a dental partnership organization, provides dental practice management services to dentists in Alaska, Arkansas, Arizona, Colorado, Florida, Kansas, Louisiana, Missouri, New Mexico, Oklahoma, Tennessee, and Texas.	(1)	77.3

MB2 Dental Solutions LLC	MB2 Dental Solutions LLC 2403 Lacy Lane Carrollton, TX 75006	MB2 Dental Solutions, LLC, a dental partnership organization, provides dental practice management services to dentists in Alaska, Arkansas, Arizona, Colorado, Florida, Kansas, Louisiana, Missouri, New Mexico, Oklahoma, Tennessee, and Texas.	(1)	8.3

Medallia Inc	Medallia Inc 6220 Stoneridge Mall Road Floor 2 Pleasanton, CA 94588	Medallia provides software that captures experience data from customers and employees (through surveys and other feedback methods), and then, using proprietary AI technology, analyzes the data to derive predictive insights.		219.7

Med-Metrix	Med-Metrix 9 Entin Road 3rd Floor Parsippany, NJ 07054	Med-Metrix provides RCM and business intelligence services to hospitals, health systems, and physician practices.		79.8

Med-Metrix	Med-Metrix 9 Entin Road 3rd Floor Parsippany, NJ 07054	Med-Metrix provides RCM and business intelligence services to hospitals, health systems, and physician practices.		39.3

Med-Metrix	Med-Metrix 9 Entin Road 3rd Floor Parsippany, NJ 07054	Med-Metrix provides RCM and business intelligence services to hospitals, health systems, and physician practices.	(1)	7.8

Miami Beach Medical Group LLC	Miami Beach Medical Group LLC 1200 Alton Road Miami Beach, FL 33139	Miami Beach Medical Group LLC operates a medical and wellness center in South Florida.		124.0

Misys Ltd	Misys Ltd 1 Kingdom Street, Paddington London, W2 6BL UK	Provides industry specific software for banking, treasury, trading, and risk solutions.		0.2

Misys Ltd	Misys Ltd 1 Kingdom Street, Paddington London, W2 6BL UK	Provides industry specific software for banking, treasury, trading, and risk solutions.	(1)	1.4

Model N Inc	Model N Inc 777 Mariners Island Boulevard Suite 300 San Mateo, CA 94404	Model N, Inc. provides cloud revenue management solutions for life sciences and high-tech companies in the United States and internationally.		24.7

Model N Inc	Model N Inc 777 Mariners Island Boulevard Suite 300 San Mateo, CA 94404	Model N, Inc. provides cloud revenue management solutions for life sciences and high-tech companies in the United States and internationally.	(1)	5.1

Model N Inc	Model N Inc 777 Mariners Island Boulevard Suite 300 San Mateo, CA 94404	Model N, Inc. provides cloud revenue management solutions for life sciences and high-tech companies in the United States and internationally.	(1)	2.7

NBG Home	NBG Home 12303 Technology Boulevard , Suite 950 Austin, TX 78727	A designer, manufacturer and distributor of products for the home décor market.		10.1

NBG Home	NBG Home 12303 Technology Boulevard , Suite 950 Austin, TX 78727	A designer, manufacturer and distributor of products for the home décor market.		30.7

NCI Inc	NCI Inc 11730 Plaza America Drive Reston, VA 20190	Provides enterprise systems management, information assurance, information assurance policies, and process development and validation solutions.		33.0

Net Documents	Net Documents 2500 W Executive Pkwy Suite 300 Lehi, UT 84043	NetDocs is a cloud-based document & email mgmt service that provides enterprise-level security, mobility, disaster recovery, & collaboration solutions to law firms & corporations.		32.8


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Net Documents	Net Documents 2500 W Executive Pkwy Suite 300 Lehi, UT 84043	NetDocs is a cloud-based document & email mgmt service that provides enterprise-level security, mobility, disaster recovery, & collaboration solutions to law firms & corporations.		1.8

Net Documents	Net Documents 2500 W Executive Pkwy Suite 300 Lehi, UT 84043	NetDocs is a cloud-based document & email mgmt service that provides enterprise-level security, mobility, disaster recovery, & collaboration solutions to law firms & corporations.	(1)	1.2

New Era Technology Inc	New Era Technology Inc 208 Carter Drive Suite 7 West Chester, PA 19382	New Era Technology, Inc. offers managed services, cloud solutions, and systems integration services to customers in the United States, the United Kingdom, Australia, New Zealand, and other parts of the world.		24.4

New Era Technology Inc	New Era Technology Inc 208 Carter Drive Suite 7 West Chester, PA 19382	New Era Technology, Inc. offers managed services, cloud solutions, and systems integration services to customers in the United States, the United Kingdom, Australia, New Zealand, and other parts of the world.		3.7

New Era Technology Inc	New Era Technology Inc 208 Carter Drive Suite 7 West Chester, PA 19382	New Era Technology, Inc. offers managed services, cloud solutions, and systems integration services to customers in the United States, the United Kingdom, Australia, New Zealand, and other parts of the world.	(1)	0.9

Nordic Climate Group Holding AB	Nordic Climate Group Holding AB Svärdvägen 21 Danderyd, Stockholm County 182 33 Sweden	Nordic Climate Group Holding Ab operates as a research and consulting services company.		29.0

Nordic Climate Group Holding AB	Nordic Climate Group Holding AB Svärdvägen 21 Danderyd, Stockholm County 182 33 Sweden	Nordic Climate Group Holding Ab operates as a research and consulting services company.		3.4

Nordic Climate Group Holding AB	Nordic Climate Group Holding AB Svärdvägen 21 Danderyd, Stockholm County 182 33 Sweden	Nordic Climate Group Holding Ab operates as a research and consulting services company.		42.8

Nordic Climate Group Holding AB	Nordic Climate Group Holding AB Svärdvägen 21 Danderyd, Stockholm County 182 33 Sweden	Nordic Climate Group Holding Ab operates as a research and consulting services company.	(1)	17.6

NovaTaste Austria GmbH	NovaTaste Austria GmbH Adolf-Schemel-Straße 9 Salzburg, Salzburg 5020 Austria	Global savory solutions business primarily engaged in the development and production of spices, seasonings, marinades and functional ingredients (shelf life extenders, food optimizers).	(1)	4.9

OEConnection LLC	OEConnection LLC 4205 Highlander Parkway Richfield, OH 44286	OEConnection LLC provides technology solutions to original equipment manufacturers and their franchised dealers in automotive, construction, and heavy-duty truck industries worldwide.		9.0

OEConnection LLC	OEConnection LLC 4205 Highlander Parkway Richfield, OH 44286	OEConnection LLC provides technology solutions to original equipment manufacturers and their franchised dealers in automotive, construction, and heavy-duty truck industries worldwide.	(1)	10.3

OEConnection LLC	OEConnection LLC 4205 Highlander Parkway Richfield, OH 44286	OEConnection LLC provides technology solutions to original equipment manufacturers and their franchised dealers in automotive, construction, and heavy-duty truck industries worldwide.	(1)	6.4

Omnimax International Inc	Omnimax International Inc 30 Technology Parkway South Suite 400/600 Peachtree Corners, GA 30092	OmniMax International, Inc. manufactures building and transportation products.		87.2


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Omnimax International Inc	Omnimax International Inc 30 Technology Parkway South Suite 400/600 Peachtree Corners, GA 30092	OmniMax International, Inc. manufactures building and transportation products.		25.2

One Call Care Management Inc	One Call Care Management Inc 841 Prudential Drive Suite 900 Jacksonville, FL 32207	One Call Care Management, Inc. provides specialized cost containment services to the workers’ compensation industry in the United States.		4.7

Oxford Global Resources LLC	Oxford Global Resources LLC 900 Cummings Center Suite 326T Beverly, MA 01915	Oxford provides staffing and consulting services to life sciences, information technology, engineering and healthcare technology end markets.		92.9

Oxford Global Resources LLC	Oxford Global Resources LLC 900 Cummings Center Suite 326T Beverly, MA 01915	Oxford provides staffing and consulting services to life sciences, information technology, engineering and healthcare technology end markets.		8.5

Oxford Global Resources LLC	Oxford Global Resources LLC 900 Cummings Center Suite 326T Beverly, MA 01915	Oxford provides staffing and consulting services to life sciences, information technology, engineering and healthcare technology end markets.	(1)	7.6

PartsSource Inc	PartsSource Inc 777 Lena Drive Aurora, OH 44202	PartsSource is an operator of an online marketplace for the purchase of replacement medical parts used by hospital employees.		2.3

PartsSource Inc	PartsSource Inc 777 Lena Drive Aurora, OH 44202	PartsSource is an operator of an online marketplace for the purchase of replacement medical parts used by hospital employees.		71.7

PartsSource Inc	PartsSource Inc 777 Lena Drive Aurora, OH 44202	PartsSource is an operator of an online marketplace for the purchase of replacement medical parts used by hospital employees.	(1)	2.0

PartsSource Inc	PartsSource Inc 777 Lena Drive Aurora, OH 44202	PartsSource is an operator of an online marketplace for the purchase of replacement medical parts used by hospital employees.	(1)	16.9

Performance Health Holdings Inc	Performance Health Holdings Inc 28100 Torch Parkway Suite 700 Warrenville, IL 60555	Performance Health Holdings is a vertically integrated supplier and distributor of primarily consumable rehab and physical therapy products.		92.6

Production Resource Group LLC	Production Resource Group LLC 200 Business Park Drive, Suite 109 Armonk, NY 10504	Production Resource Group is a supplier of entertainment and event technology. It provides integrated services and equipment, including audio, video, lighting, staging and automation systems.		96.2

Production Resource Group LLC	Production Resource Group LLC 200 Business Park Drive, Suite 109 Armonk, NY 10504	Production Resource Group is a supplier of entertainment and event technology. It provides integrated services and equipment, including audio, video, lighting, staging and automation systems.		176.5

Production Resource Group LLC	Production Resource Group LLC 200 Business Park Drive, Suite 109 Armonk, NY 10504	Production Resource Group is a supplier of entertainment and event technology. It provides integrated services and equipment, including audio, video, lighting, staging and automation systems.		0.2

Production Resource Group LLC	Production Resource Group LLC 200 Business Park Drive, Suite 109 Armonk, NY 10504	Production Resource Group is a supplier of entertainment and event technology. It provides integrated services and equipment, including audio, video, lighting, staging and automation systems.		99.0

PSC Group	PSC Group 1051 Perimeter Drive Suite 500 Schaumburg, IL 60173	PSC Group, LLC offers professional services and information technology consulting services.		0.3

PSC Group	PSC Group 1051 Perimeter Drive Suite 500 Schaumburg, IL 60173	PSC Group, LLC offers professional services and information technology consulting services.		13.6


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

PSC Group	PSC Group 1051 Perimeter Drive Suite 500 Schaumburg, IL 60173	PSC Group, LLC offers professional services and information technology consulting services.	(1)	2.1

PSC Group	PSC Group 1051 Perimeter Drive Suite 500 Schaumburg, IL 60173	PSC Group, LLC offers professional services and information technology consulting services.	(1)	5.5

PSKW LLC (dba ConnectiveRx)	PSKW LLC 200 Jefferson Park Whippany, NJ 7981	PSKW is a leading developer and marketer of co-pay assistance (CPA) programs and tools that help to reduce the cost of prescription drugs for patients.		227.7

Pure Fishing Inc	Pure Fishing Inc 7 Science Court Columbia, SC 29203	Pure Fishing, Inc. manufactures and sells outdoor and recreational lifestyle products. The company offers fishing tackle, lures, rods and reels, anglers, soft baits, and accessories.		32.9

Radwell International LLC/PA	Radwell International LLC/PA 1 Millennium Drive Willingboro, NJ 08046	Radwell is an industry leader in the procurement and distribution of hard-to-find components with a supplier base of 15,000+ vendors and 40+ years of data on inventory and sales trends.		1.6

Radwell International LLC/PA	Radwell International LLC/PA 1 Millennium Drive Willingboro, NJ 08046	Radwell is an industry leader in the procurement and distribution of hard-to-find components with a supplier base of 15,000+ vendors and 40+ years of data on inventory and sales trends.		67.0

Radwell International LLC/PA	Radwell International LLC/PA 1 Millennium Drive Willingboro, NJ 08046	Radwell is an industry leader in the procurement and distribution of hard-to-find components with a supplier base of 15,000+ vendors and 40+ years of data on inventory and sales trends.	(1)	5.3

Reliant Rehab Hospital Cincinnati LLC	Reliant Rehab Hospital Cincinnati LLC 5800 Granite Parkway, Suite 1000 Plano, TX 75024	Reliant Rehabilitation Holdings, Inc. provides contract therapy and rehabilitation management services. It offers physical, occupational, and speech therapy services to skilled nursing facilities.		42.3

Reliant Rehab Hospital Cincinnati LLC	Reliant Rehab Hospital Cincinnati LLC 5800 Granite Parkway, Suite 1000 Plano, TX 75024	Reliant Rehabilitation Holdings, Inc. provides contract therapy and rehabilitation management services. It offers physical, occupational, and speech therapy services to skilled nursing facilities.		43.1

Reliant Rehab Hospital Cincinnati LLC	Reliant Rehab Hospital Cincinnati LLC 5800 Granite Parkway, Suite 1000 Plano, TX 75024	Reliant Rehabilitation Holdings, Inc. provides contract therapy and rehabilitation management services. It offers physical, occupational, and speech therapy services to skilled nursing facilities.	(1)	2.1

Revere Superior Holdings Inc	Revere Superior Holdings Inc 100 Summer Street 17th Floor Boston, MA 2110	Develops a staffing and recruiting software for startups, SMBs, and enterprises.		41.8

Revere Superior Holdings Inc	Revere Superior Holdings Inc 100 Summer Street 17th Floor Boston, MA 2110	Develops a staffing and recruiting software for startups, SMBs, and enterprises.	(1)	3.8

Rise Baking Company	Rise Baking Company 828 Kasota Avenue SE Minneapolis, MN 55414	Rise Baking Company produces and retails bakery products, including breads, cookies, and bars. The company was founded in 2013 and is headquartered in Minneapolis, Minnesota.		0.9

Rise Baking Company	Rise Baking Company 828 Kasota Avenue SE Minneapolis, MN 55414	Rise Baking Company produces and retails bakery products, including breads, cookies, and bars. The company was founded in 2013 and is headquartered in Minneapolis, Minnesota.		27.7

Rise Baking Company	Rise Baking Company 828 Kasota Avenue SE Minneapolis, MN 55414	Rise Baking Company produces and retails bakery products, including breads, cookies, and bars. The company was founded in 2013 and is headquartered in Minneapolis, Minnesota.	(1)	4.3


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Rockefeller Capital Management LP	Rockefeller Capital Management LP 45 Rockefeller Plaza Floor 5 New York, NY 10111	Rockefeller Capital Management L.P. offers wealth management and financial advisory services.		23.6

RSC Insurance Brokerage Inc	RSC Insurance Brokerage Inc 160 Federal Street 4th floor Boston, MA 02110-1700	Provides insurance brokerage, risk management, and risk advisory services to commercial companies, non-profits, public entities, and individuals.		182.2

RSC Insurance Brokerage Inc	RSC Insurance Brokerage Inc 160 Federal Street 4th floor Boston, MA 02110-1700	Provides insurance brokerage, risk management, and risk advisory services to commercial companies, non-profits, public entities, and individuals.	(1)	7.6

Safe-Guard Products International LLC	Safe-Guard Products International LLC Two Concourse Parkway Suite 500 Atlanta, GA 30328	Safe-Guard Products International, LLC develops, markets, and administers finance and insurance programs for the automotive aftermarket industry, as well as the RV, marine and motorcycle/powersports segments.		43.1

Safe-Guard Products International LLC	Safe-Guard Products International LLC Two Concourse Parkway Suite 500 Atlanta, GA 30328	Safe-Guard Products International, LLC develops, markets, and administers finance and insurance programs for the automotive aftermarket industry, as well as the RV, marine and motorcycle/powersports segments.	(1)	8.8

SAMBA Safety Inc	SAMBA Safety Inc 5619 DTC Parkway Suite 1000 Greenwood Village, CO 80111	SambaSafety Inc is a provider of driver risk management solutions to a wide variety of employers, background check companies and insurance carriers and brokers in North America.		8.0

SAMBA Safety Inc	SAMBA Safety Inc 5619 DTC Parkway Suite 1000 Greenwood Village, CO 80111	SambaSafety Inc is a provider of driver risk management solutions to a wide variety of employers, background check companies and insurance carriers and brokers in North America.		0.8

SAMBA Safety Inc	SAMBA Safety Inc 5619 DTC Parkway Suite 1000 Greenwood Village, CO 80111	SambaSafety Inc is a provider of driver risk management solutions to a wide variety of employers, background check companies and insurance carriers and brokers in North America.	(1)	1.6

Shaw Development LLC	Shaw Development LLC 25190 Bernwood Drive Bonita Springs, FL 34135	Designs, engineers, and assembles integrated diesel exhaust fluid (“DEF”) systems and sensor solutions for off-road and on-road heavy duty applications to mitigate, neutralize and regulate pollutant emissions such as NOx produced by diesel exhaust		28.4

Shaw Development LLC	Shaw Development LLC 25190 Bernwood Drive Bonita Springs, FL 34135	Designs, engineers, and assembles integrated diesel exhaust fluid (“DEF”) systems and sensor solutions for off-road and on-road heavy duty applications to mitigate, neutralize and regulate pollutant emissions such as NOx produced by diesel exhaust	(1)	3.4

SitusAMC Holdings Corp	SitusAMC Holdings Corp Tower 49 12 East 49Th Street 34th Floor New York, NY 10017	Situs provides outsourced services for RE credit/equity investment diligence / legal services, outsourced services (eg. outsourced agent), and an outsourced valuation provider.		28.0

Source Code LLC	Source Code LLC 232 Vanderbilt Avenue Norwood, MA 02062	Source Code is a global provider of customised servers (“CS”), edge computing (“EC”) hardware and IT services (managed services, managed security, project services) with production facilities in the US (2) and Europe (1).		52.5

Spins LLC	Spins LLC 222 West Hubbard Street Suite 300 Chicago, IL 60654	Spins LLC is a software and data platform for the health and wellness grocery segment providing insight into point-of-sale data.		63.0

Spins LLC	Spins LLC 222 West Hubbard Street Suite 300 Chicago, IL 60654	Spins LLC is a software and data platform for the health and wellness grocery segment providing insight into point-of-sale data.	(1)	9.1


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Spins LLC	Spins LLC 222 West Hubbard Street Suite 300 Chicago, IL 60654	Spins LLC is a software and data platform for the health and wellness grocery segment providing insight into point-of-sale data.	(1)	7.9

Spotless Brands LLC	Spotless Brands LLC 1 Mid America Plaza Unit 210 Oakbrook Terrace, IL 60181	Spotless Brands (“Spotless”) is a holding company that operates 4 unique express car wash brands – Cobblestone, Okie Express, Flagship, and Ultimate Shine – across a variety of key MSAs in 9 different states with ~150 currently open car wash sites.		12.5

Spotless Brands LLC	Spotless Brands LLC 1 Mid America Plaza Unit 210 Oakbrook Terrace, IL 60181	Spotless Brands (“Spotless”) is a holding company that operates 4 unique express car wash brands – Cobblestone, Okie Express, Flagship, and Ultimate Shine – across a variety of key MSAs in 9 different states with ~150 currently open car wash sites.		12.1

Spotless Brands LLC	Spotless Brands LLC 1 Mid America Plaza Unit 210 Oakbrook Terrace, IL 60181	Spotless Brands (“Spotless”) is a holding company that operates 4 unique express car wash brands – Cobblestone, Okie Express, Flagship, and Ultimate Shine – across a variety of key MSAs in 9 different states with ~150 currently open car wash sites.	(1)	6.0

STV Group Inc	STV Group Inc 205 West Welsh Drive Douglassville, PA 19518	STV is a national professional services firm specializing in engineering and architecture		0.6

STV Group Inc	STV Group Inc 205 West Welsh Drive Douglassville, PA 19518	STV is a national professional services firm specializing in engineering and architecture		41.0

STV Group Inc	STV Group Inc 205 West Welsh Drive Douglassville, PA 19518	STV is a national professional services firm specializing in engineering and architecture	(1)	7.7

STV Group Inc	STV Group Inc 205 West Welsh Drive Douglassville, PA 19518	STV is a national professional services firm specializing in engineering and architecture	(1)	11.9

Summit Interconnect Inc	Summit Interconnect Inc 223 North Crescent Way Anaheim, CA 92801	Summit manufactures printed circuit boards (PCB’s) focused on defence and commercial end markets in North America, offering design for manufacturing, prototyping, and low to mid volume production.		134.0

Sweeping Corp of America Inc	Sweeping Corp of America Inc 4141 Rockside Road Suite 100 Cleveland, OH 44131	Sweeping Corporation of America, Inc. provides contract sweeping services for commercial customers.		15.1

Sweeping Corp of America Inc	Sweeping Corp of America Inc 4141 Rockside Road Suite 100 Cleveland, OH 44131	Sweeping Corporation of America, Inc. provides contract sweeping services for commercial customers.		28.8

Sweeping Corp of America Inc	Sweeping Corp of America Inc 4141 Rockside Road Suite 100 Cleveland, OH 44131	Sweeping Corporation of America, Inc. provides contract sweeping services for commercial customers.	(1)	5.7

Tangoe LLC	Tangoe LLC 8888 Keystone Crossing Suite 1300 Indianapolis, IN 46240	Tangoe LLC provides connection life cycle management software and related services. The Comapny offers technology life cycle management for mobility, network, and Cloud.		161.1

Tangoe LLC	Tangoe LLC 8888 Keystone Crossing Suite 1300 Indianapolis, IN 46240	Tangoe LLC provides connection life cycle management software and related services. The Comapny offers technology life cycle management for mobility, network, and Cloud.		11.5

TeamSystem SpA	TeamSystem SpA Via Gagarin, 205 Pesaro, PS 61122 Italy	TeamSystem provides mission critical software to the Italian SME market and to professional organisations (legal, accounting etc) who serve the SME market.		19.0


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Tekfor HoldCo (formerly Amtek Global Technology Pte Ltd)	Tekfor HoldCo 141 Cecil Street #02-03 Tung Ann Association Building Singapore	Global automotive supplier offering engineered components to manufacturers and suppliers.		40.1

ThreeSixty Group	ThreeSixty Group 1 Venture, Suite 110 Irvine, CA 92618	ThreeSixty is a designer, sourcer and seller of high-velocity hardline consumer products bundled under curated merchandise programs.		92.8

Time Manufacturing Co	Time Manufacturing Co 7601 Imperial Drive Waco, TX 76712	Time Manufacturing is a designer, manufacturer and distributor of vehicle-mounted aerial lifts (60% of gross profit) and associated parts & services (40% of gross profit) serving infrastructure markets globally (utility/power distribution, telecom, bridge inspection, etc.)		44.5

Time Manufacturing Co	Time Manufacturing Co 7601 Imperial Drive Waco, TX 76712	Time Manufacturing is a designer, manufacturer and distributor of vehicle-mounted aerial lifts (60% of gross profit) and associated parts & services (40% of gross profit) serving infrastructure markets globally (utility/power distribution, telecom, bridge inspection, etc.)		9.1

Time Manufacturing Co	Time Manufacturing Co 7601 Imperial Drive Waco, TX 76712	Time Manufacturing is a designer, manufacturer and distributor of vehicle-mounted aerial lifts (60% of gross profit) and associated parts & services (40% of gross profit) serving infrastructure markets globally (utility/power distribution, telecom, bridge inspection, etc.)		14.4

Time Manufacturing Co	Time Manufacturing Co 7601 Imperial Drive Waco, TX 76712	Time Manufacturing is a designer, manufacturer and distributor of vehicle-mounted aerial lifts (60% of gross profit) and associated parts & services (40% of gross profit) serving infrastructure markets globally (utility/power distribution, telecom, bridge inspection, etc.)	(1)	14.7

Trescal SA	Trescal SA Parc d’Affaires Silic 8 rue de l’Estérel—BP 30441 Cedex Rungis, Ile-de-France 94593 France	Trescal SA (“Trescal”) is a global provider of calibration services for industrial customers across a variety of industries, including aerospace & defence, energy & utilities, pharmaceuticals and automotive.		4.0

Trescal SA	Trescal SA Parc d’Affaires Silic 8 rue de l’Estérel—BP 30441 Cedex Rungis, Ile-de-France 94593 France	Trescal SA (“Trescal”) is a global provider of calibration services for industrial customers across a variety of industries, including aerospace & defence, energy & utilities, pharmaceuticals and automotive.	(1)	1.0

Turnpoint Services Inc	Turnpoint Services Inc 3416 Robards Ct Louisville, KY 40218	Turnpoint Services, LLC provides plumbing, heating, ventilation and air conditioning, electrical, and maintenance and repair services for residential and commercial customers.		12.8

Turnpoint Services Inc	Turnpoint Services Inc 3416 Robards Ct Louisville, KY 40218	Turnpoint Services, LLC provides plumbing, heating, ventilation and air conditioning, electrical, and maintenance and repair services for residential and commercial customers.	(1)	1.6

Turnpoint Services Inc	Turnpoint Services Inc 3416 Robards Ct Louisville, KY 40218	Turnpoint Services, LLC provides plumbing, heating, ventilation and air conditioning, electrical, and maintenance and repair services for residential and commercial customers.	(1)	2.5

Ultra Electronics Holdings Ltd	Ultra Electronics Holdings Ltd 35 Portman Square Marylebone London, Greater London W1H 6LR United Kingdom	Ultra Electronics provides application-engineered bespoke solutions in the Defense, security, critical detection, and control markets.		1.7


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Ultra Electronics Holdings Ltd	Ultra Electronics Holdings Ltd 35 Portman Square Marylebone London, Greater London W1H 6LR United Kingdom	Ultra Electronics provides application-engineered bespoke solutions in the Defense, security, critical detection, and control markets.		1.6

Version1 Software Ltd	Version1 Software Ltd Millennium House Millennium Walkway Dublin, Co. Dublin D01 F5P8 Ireland	Large scale multi-year IT and digital transformation initiatives including ERP implementations and upgrades, Cloud transformations and Software engineering (e.g. mission critical IT transformation)		1.1

Version1 Software Ltd	Version1 Software Ltd Millennium House Millennium Walkway Dublin, Co. Dublin D01 F5P8 Ireland	Large scale multi-year IT and digital transformation initiatives including ERP implementations and upgrades, Cloud transformations and Software engineering (e.g. mission critical IT transformation)		1.3

Version1 Software Ltd	Version1 Software Ltd Millennium House Millennium Walkway Dublin, Co. Dublin D01 F5P8 Ireland	Large scale multi-year IT and digital transformation initiatives including ERP implementations and upgrades, Cloud transformations and Software engineering (e.g. mission critical IT transformation)		2.5

Version1 Software Ltd	Version1 Software Ltd Millennium House Millennium Walkway Dublin, Co. Dublin D01 F5P8 Ireland	Large scale multi-year IT and digital transformation initiatives including ERP implementations and upgrades, Cloud transformations and Software engineering (e.g. mission critical IT transformation)	(1)	–

Version1 Software Ltd	Version1 Software Ltd Millennium House Millennium Walkway Dublin, Co. Dublin D01 F5P8 Ireland	Large scale multi-year IT and digital transformation initiatives including ERP implementations and upgrades, Cloud transformations and Software engineering (e.g. mission critical IT transformation)	(1)	12.3

VetCor Professional Practices LLC	VetCor Professional Practices LLC 141 Longwater Drive Suite 108 Norwell, MA 02061	VetCor Professional Practices LLC (“VetCor”) is one of the largest general practice veterinary platforms in the US.		67.7

VetCor Professional Practices LLC	VetCor Professional Practices LLC 141 Longwater Drive Suite 108 Norwell, MA 02061	VetCor Professional Practices LLC (“VetCor”) is one of the largest general practice veterinary platforms in the US.		4.2

VetCor Professional Practices LLC	VetCor Professional Practices LLC 141 Longwater Drive Suite 108 Norwell, MA 02061	VetCor Professional Practices LLC (“VetCor”) is one of the largest general practice veterinary platforms in the US.	(1)	6.6

VetCor Professional Practices LLC	VetCor Professional Practices LLC 141 Longwater Drive Suite 108 Norwell, MA 02061	VetCor Professional Practices LLC (“VetCor”) is one of the largest general practice veterinary platforms in the US.	(1)	4.2

Vytalogy Wellness LLC (fka Jarrow Formulas Inc)	Vytalogy Wellness LLC 1824 S. Robertson Blvd Los Angeles, CA 90035	Vytalogy manufactures and sells vitamins, minerals and supplements (“VMS”).		112.5

Wealth Enhancement Group LLC	Wealth Enhancement Group LLC 505 Highway 169 N Ste 900 Plymouth, MN 55441	WEG is a high-growth, highly acquisitive and USA focused investment advisor. It provides a full suite of solutions, including investment management, retirement planning, estate planning, financial planning, tax and risk management.		6.4

Wealth Enhancement Group LLC	Wealth Enhancement Group LLC 505 Highway 169 N Ste 900 Plymouth, MN 55441	WEG is a high-growth, highly acquisitive and USA focused investment advisor. It provides a full suite of solutions, including investment management, retirement planning, estate planning, financial planning, tax and risk management.	(1)	1.1

Wealth Enhancement Group LLC	Wealth Enhancement Group LLC 505 Highway 169 N Ste 900 Plymouth, MN 55441	WEG is a high-growth, highly acquisitive and USA focused investment advisor. It provides a full suite of solutions, including investment management, retirement planning, estate planning, financial planning, tax and risk management.	(1)	2.1


First Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Wittur Holding GmbH	Wittur Holding GmbH Rohrbachstr. 26-30 Sulzemoos, Bavaria 85259 Germany	Wittur Holding GmbH manufactures and supplies components, modules, and systems for the elevator industry.		55.9

Woolpert Inc	Woolpert Inc 4454 Idea Center Boulevard Suite 400 Dayton, OH 45430-1500	Woolpert, Inc. provides architecture, engineering, geospatial, and strategic consulting services.		3.7

Woolpert Inc	Woolpert Inc 4454 Idea Center Boulevard Suite 400 Dayton, OH 45430-1500	Woolpert, Inc. provides architecture, engineering, geospatial, and strategic consulting services.		67.0

Woolpert Inc	Woolpert Inc 4454 Idea Center Boulevard Suite 400 Dayton, OH 45430-1500	Woolpert, Inc. provides architecture, engineering, geospatial, and strategic consulting services.	(1)	14.8

Woolpert Inc	Woolpert Inc 4454 Idea Center Boulevard Suite 400 Dayton, OH 45430-1500	Woolpert, Inc. provides architecture, engineering, geospatial, and strategic consulting services.	(1)	37.1

Worldwise Inc	Worldwise Inc 6 Hamilton Landing, Suite 150 Novato, CA 94949	Worldwise has an extensive pet product offering		40.6

Worldwise Inc	Worldwise Inc 6 Hamilton Landing, Suite 150 Novato, CA 94949	Worldwise has an extensive pet product offering		10.8

Worldwise Inc	Worldwise Inc 6 Hamilton Landing, Suite 150 Novato, CA 94949	Worldwise has an extensive pet product offering	(1)	28.0

Worldwise Inc	Worldwise Inc 6 Hamilton Landing, Suite 150 Novato, CA 94949	Worldwise has an extensive pet product offering	(1)	3.4

Zendesk Inc	Zendesk Inc 989 Market Street San Francisco, CA 94103	Provides software-as-a-service products related to customer support, sales, and other customer communications.		59.2

Zendesk Inc	Zendesk Inc 989 Market Street San Francisco, CA 94103	Provides software-as-a-service products related to customer support, sales, and other customer communications.	(1)	14.4

Zendesk Inc	Zendesk Inc 989 Market Street San Francisco, CA 94103	Provides software-as-a-service products related to customer support, sales, and other customer communications.	(1)	6.0

Zeus Industrial Products Inc	Zeus Industrial Products Inc 3740 Industrial Blvd Orangeburg, South Carolina 29118	Zeus designs and manufactures specialized components primarily used in catheters such as heat shrinks, tubing, and liners.		82.5

Zeus Industrial Products Inc	Zeus Industrial Products Inc 3740 Industrial Blvd Orangeburg, South Carolina 29118	Zeus designs and manufactures specialized components primarily used in catheters such as heat shrinks, tubing, and liners.	(1)	11.6

Zeus Industrial Products Inc	Zeus Industrial Products Inc 3740 Industrial Blvd Orangeburg, South Carolina 29118	Zeus designs and manufactures specialized components primarily used in catheters such as heat shrinks, tubing, and liners.	(1)	15.5


Second Lien Senior Secured Loans	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Apex Group Limited	Apex Group Limited 69 Middle Street Brighton, East Sussex BN1 1AL United Kingdom	Apex Group is an independent fund administrator. The Company provides back and middle office functions for alternative asset funds.		54.2

Belk Inc	Belk Inc 2801 West Tyvola Road Charlotte, NC 28217	Belk, Inc. owns and operates department stores in the United States.		4.2

Constellis Holdings LLC	Constellis Holdings LLC 12018 Sunrise Valley Drive Suite 140 Reston, VA 20191	Constellis is a provider of operational support and risk management services to government and commercial clients worldwide.		13.1

Cubic Corp	Cubic Corp 9233 Balboa Avenue San Diego, CA 92123	Cubic Corporation designs, integrates, and operates systems, products, and services for command, control, communications, computers, intelligence, surveillance, and reconnaissance (C4ISR) customers worldwide.		42.6

Ellucian Inc	Ellucian Inc 2003 Edmund Halley Drive Suite 500 Reston, VA 20191	Provides Administrative (ERP, system of record) and Academic (LMS, content/community mgmt) software to higher education institutions		107.1

Integrated Power Services LLC	Integrated Power Services LLC 250 Executive Center Drive Suite 201 Greenville, SC 29615	IPS is a provider of electric motor and generator repair services for mission critical processing equipment at customer power plants, factories, and other industrial sites		45.6

Miami Beach Medical Group LLC	Miami Beach Medical Group LLC 1200 Alton Road Miami Beach, FL 33139	Miami Beach Medical Group LLC operates a medical and wellness center in South Florida.		3.6

Peraton Corp	Peraton Corp 12975 Worldgate Drive 7Th Floor Herndon, VA 20170-6008	Peraton Corporation provides technology-focused services and solutions to various federal government agencies, including space, intelligence, defense, civil, and healthcare.		167.6

Peraton Corp	Peraton Corp 12975 Worldgate Drive 7Th Floor Herndon, VA 20170-6008	Peraton Corporation provides technology-focused services and solutions to various federal government agencies, including space, intelligence, defense, civil, and healthcare.		125.1

Quoizel, LLC	Quoizel, LLC 6 Corporate Parkway Goose Creek, South Carolina 29445	Quoizel provides decorative lighting at both the middle and high-end price range.		6.9

Quoizel, LLC	Quoizel, LLC 6 Corporate Parkway Goose Creek, South Carolina 29445	Quoizel provides decorative lighting at both the middle and high-end price range.		7.2

Solera LLC	Solera Holdings, Inc. 1500 Solana Blvd. Westlake, TX 76262	Solera is a global leader in data, applications and services for insurance and automotive.		322.9

Sweeping Corp of America Inc	Sweeping Corp of America Inc 4141 Rockside Road Suite 100 Cleveland, OH 44131	Sweeping Corporation of America, Inc. provides contract sweeping services for commercial customers.		4.5

Sweeping Corp of America Inc	Sweeping Corp of America Inc 4141 Rockside Road Suite 100 Cleveland, OH 44131	Sweeping Corporation of America, Inc. provides contract sweeping services for commercial customers.		–

Valeo Foods Group Ltd	Valeo Foods Group Ltd 3rd Floor Skybridge House Dublin Airport Dublin, Co. Dublin K67 AE37 Ireland	Valeo Foods is a producer of branded food peoducts with a portfolio of 20 food brands. The Company combines food production, brand development, distribution, and sales		4.1

Valeo Foods Group Ltd	Valeo Foods Group Ltd 3rd Floor Skybridge House Dublin Airport Dublin, Co. Dublin K67 AE37 Ireland	Valeo Foods is a producer of branded food peoducts with a portfolio of 20 food brands. The Company combines food production, brand development, distribution, and sales	(1)	3.0


Other Senior Secured Debt	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

JW Aluminum Co	JW Aluminum Co 435 Old Mount Holly Road Mt. Holly, SC 29445	JW Aluminum, Inc. manufactures and supplies specialty flat rolled aluminum products for use in consumer and commercial applications.		76.0

One Call Care Management Inc	One Call Care Management Inc 841 Prudential Drive Suite 900 Jacksonville, FL 32207	One Call Care Management, Inc. provides specialized cost containment services to the workers’ compensation industry in the United States.		27.6

TIBCO Software Inc	TIBCO Software Inc 3307 Hillview Avenue Palo Alto, CA 94304	TIBCO is a provider of infrastructure and analytical/business intelligence software.		0.6

Warren Resources Inc	Warren Resources Inc 5420 LBJ Freeway, Suite 600 Dallas, TX 75240	Warren Resources is an independent energy company engaged in the exploration, development and production of onshore crude oil and gas reserves.		24.3


Subordinated Debt	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Apex Service Partners LLC	Apex Service Partners LLC 201 East Kennedy Boulevard Suite 1600 Tampa, FL 33602	Apex is the largest provider of residential heating, ventilation, and air conditioning (“HVAC”), plumbing, and electrical repair services in North America.		20.8

ATX Networks Corp	ATX Networks Corp 8-1602 Tricont Avenue Whitby, ON L1N 7C3 Canada	ATX is a designer and developer of patented, high-margin radio frequency management equipment and digital video processing products.		21.4

Colosseum Dental Group	Colosseum Dental Group Gutenbergstrasse 10 Zürich, Zurich 8002 Switzerland	Colosseum Dental Group AS provides dentistry service.		11.3

Element Materials Technology Group US Holdings Inc	Element Materials Technology Group Davidson Building 5 Southampton Street London, Greater London WC2E 7HA United Kingdom	Element Materials Technology Group is one of the world’s leading global providers of testing, inspection, and certification (“TIC”) services for a broad range of products, materials and technologies in advanced industrial supply chains.		81.7

Encora Digital LLC	Encora Digital LLC 8800 E Raintree Drive Suite 200 Scottsdale, AZ 85260	Encora is a US-based provider of outsourced software engineering services, primarily customers are US companies that are typically well-funded start-ups, larger technology companies and other non-digital companies.		27.0

Miami Beach Medical Group LLC	Miami Beach Medical Group LLC 1200 Alton Road Miami Beach, FL 33139	Miami Beach Medical Group LLC operates a medical and wellness center in South Florida.		14.2

Miami Beach Medical Group LLC	Miami Beach Medical Group LLC 1200 Alton Road Miami Beach, FL 33139	Miami Beach Medical Group LLC operates a medical and wellness center in South Florida.	(1)	12.1

Sorenson Communications LLC	Sorenson Communications LLC 4192 South Riverboat Road Salt Lake City, UT 84123	Sorenson Communications is a provider of IP-based video communication technology and services to the deaf and hard of hearing population in the United States.		8.7

Sorenson Communications LLC	Sorenson Communications LLC 4192 South Riverboat Road Salt Lake City, UT 84123	Sorenson Communications is a provider of IP-based video communication technology and services to the deaf and hard of hearing population in the United States.		32.7

Ultra Electronics Holdings Ltd	Ultra Electronics Holdings Ltd 35 Portman Square Marylebone London, Greater London W1H 6LR United Kingdom	Ultra Electronics provides application-engineered bespoke solutions in the Defense, security, critical detection, and control markets.		61.3

Ultra Electronics Holdings Ltd	Ultra Electronics Holdings Ltd 35 Portman Square Marylebone London, Greater London W1H 6LR United Kingdom	Ultra Electronics provides application-engineered bespoke solutions in the Defense, security, critical detection, and control markets.		69.4


Asset Based Finance	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

801 5th Ave, Seattle, ABF Equity	801 5th Ave Seattle, WA 98104	F5 Tower, 660-foot-tall (200 m) skyscraper in Downtown Seattle, Washington		14.0

801 5th Ave, Seattle, Structure Mezzanine	801 5th Ave Seattle, WA 98104	F5 Tower, 660-foot-tall (200 m) skyscraper in Downtown Seattle, Washington		59.1

Abacus JV, ABF Equity	Abacus JV 2101 Park Center Drive, Suite 170 Orlando, FL 32835	Abacus has been originating and underwriting life settlements since 2003 and selling them onwards to institutional investors, with a small portion being retained by its principals.		46.1

Accelerator Investments Aggregator LP, ABF Equity	Accelerator Investments Aggregator LP Hofplein 20th—21st floor Rotterdam, 3032 AC Netherlands	Neo Direct Lending BV is a vehicle to invest in the European small business loan market. The company acts as a platform to source and facilitate small business loans in the the Netherlands (~90%) and Germany (~10%).		3.2

Altavair AirFinance, ABF Equity	Altavair AirFinance 22833 South East Black Nugget Road Suite 110 Issaquah, WA	A leading global aviation servicing business		129.8

Altitude II IRL WH Borrower DAC, Revolver	Altitude II IRL WH Borrower DAC, Revolver 45 O’Connell Street Limerick, Co. Limerick V94 XE18 Ireland	The Altitude II fund was established in November 2022 to become a pool of commercial Airbus and Boeing aircraft.		4.9

Altitude II IRL WH Borrower DAC, Revolver	Altitude II IRL WH Borrower DAC, Revolver 45 O’Connell Street Limerick, Co. Limerick V94 XE18 Ireland	The Altitude II fund was established in November 2022 to become a pool of commercial Airbus and Boeing aircraft.	(1)	4.9

Australis Maritime II, ABF Equity	Australis Maritime 55 Brompton Road SW3 1DP London United Kingdom	Australis Maritime Finance was set up in order to provider various financing opportunities to the global maritime and shipping industry space. Australis will lend against a diversified shipping portfolio across bulkers, containerships, and tankers.		17.3

Australis Maritime, Common Stock	Australis Maritime 55 Brompton Road SW3 1DP London United Kingdom	Australis Maritime Finance was set up in order to provider various financing opportunities to the global maritime and shipping industry space. Australis will lend against a diversified shipping portfolio across bulkers, containerships, and tankers.		23.2

Auxilior Capital Partners Inc, Preferred Equity	Auxilior Capital Partners Inc, Preferred Equity 620 West Germantown Pike Suite 450 Plymouth Meeting, PA 19462-1056	Auxilior is an equipment vendor finance platform based in Plymouth Meeting, PA.		16.9

Avenue One PropCo, ABF Equity	Avenue One PropCo, ABF Equity 32 Mercer St 4the floor New York, NY 10013	Avenue One LLC (A1) is a New York based firm focused on 1) asset management and 2) asset acquisition of single family rental (SFR) homes predicated on a capital-light strategy.		10.2

Avenue One PropCo, Term Loan	Avenue One PropCo, ABF Equity 32 Mercer St 4the floor New York, NY 10013	Avenue One LLC (A1) is a New York based firm focused on 1) asset management and 2) asset acquisition of single family rental (SFR) homes predicated on a capital-light strategy.		31.1

Avida Holding AB, Common Stock	Avida Holding AB Södermalmsallén 36 Stockholm, Stockholm County 118 28 Sweden	Avida is a leading niche Swedish bank focused on prime consumer and small to mid-size enterprise (“SME”) lending products		49.9


Asset Based Finance	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Avida Holding AB, Subordinated Bond	Avida Holding AB Södermalmsallén 36 Stockholm, Stockholm County 118 28 Sweden	Avida is a leading niche Swedish bank focused on prime consumer and small to mid-size enterprise (“SME”) lending products		1.3

Bankers Healthcare Group LLC, Term Loan	Bankers Healthcare Group LLC, Term Loan 201 E Las Olas Blvd Fort Lauderdale, FL 33301	Pool of loans to seasoned small business and consumer lending company primarily focused on prime (733 FICO), high income (~$285K) professionals (majority licensed in medical profession).		8.8

Bausch Health Cos Inc, Revolver	Bausch Health Cos Inc, Revolver 2150 St. ElzEar Boulevard West Laval, QC H7L 4A8 Canada	Diversified pharmaceutical and eye care company; key segments include B&L (Bausch & Lomb), Salix (GI drugs), dermatoloy, and a portfolio of older drugs.		60.0

Bausch Health Cos Inc, Revolver	Bausch Health Cos Inc, Revolver 2150 St. ElzEar Boulevard West Laval, QC H7L 4A8 Canada	Diversified pharmaceutical and eye care company; key segments include B&L (Bausch & Lomb), Salix (GI drugs), dermatoloy, and a portfolio of older drugs.	(1)	60.0

Byrider Finance LLC, ABF Equity	Byrider Finance LLC 12802 Hamilton Crossing Boulevard Carmel, IN 46032	Byrider is an automotive retailer focused on the integrated auto sales and finance segment.		–

Callodine Commercial Finance LLC, 2L Term Loan A	Callodine Commercial Finance LLC Two International Place Suite 1830 Boston, MA 2110	Callodine Commercial Finance, LLC. is a commercial finance company that focuses on middle market lending.		91.7

Callodine Commercial Finance LLC, 2L Term Loan B	Callodine Commercial Finance LLC Two International Place Suite 1830 Boston, MA 2110	Callodine Commercial Finance, LLC. is a commercial finance company that focuses on middle market lending.		12.0

Callodine Commercial Finance LLC, 2L Term Loan B	Callodine Commercial Finance LLC Two International Place Suite 1830 Boston, MA 2110	Callodine Commercial Finance, LLC. is a commercial finance company that focuses on middle market lending.	(1)	36.1

Capital Automotive LP, ABF Equity	Capital Automotive LP 8270 Greensboro Drive Suite 950 McLean, VA 22102	Capital Automotive L.P. offers real estate management and development services.		22.5

Capital Automotive LP, Structured Mezzanine	Capital Automotive LP 8270 Greensboro Drive Suite 950 McLean, VA 22102	Capital Automotive L.P. offers real estate management and development services.		40.3

Covis Finco Sarl, Revolver	Covis Finco Sarl, Revolver 9 West 57th Street New York, NY 10019	Covis is a global specialty pharmaceutical company that markets therapeutic products across the US, Europe, and Canada.		10.3

Covis Finco Sarl, Revolver	Covis Finco Sarl, Revolver 9 West 57th Street New York, NY 10019	Covis is a global specialty pharmaceutical company that markets therapeutic products across the US, Europe, and Canada.		1.1

Covis Finco Sarl, Revolver	Covis Finco Sarl, Revolver 9 West 57th Street New York, NY 10019	Covis is a global specialty pharmaceutical company that markets therapeutic products across the US, Europe, and Canada.		2.4

Covis Finco Sarl, Revolver	Covis Finco Sarl, Revolver 9 West 57th Street New York, NY 10019	Covis is a global specialty pharmaceutical company that markets therapeutic products across the US, Europe, and Canada.	(1)	1.8

Covis Finco Sarl, Revolver	Covis Finco Sarl, Revolver 9 West 57th Street New York, NY 10019	Covis is a global specialty pharmaceutical company that markets therapeutic products across the US, Europe, and Canada.	(1)	1.9

Covis Finco Sarl, Revolver	Covis Finco Sarl, Revolver 9 West 57th Street New York, NY 10019	Covis is a global specialty pharmaceutical company that markets therapeutic products across the US, Europe, and Canada.	(1)	1.9


Asset Based Finance	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Curia Global Inc, Revolver	Curia Global Inc, Revolver 26 Corporate Circle Albany, NY 12203	Curia Global, Inc. operates as a contract research, development, and manufacturing organization.		42.0

Curia Global Inc, Revolver	Curia Global Inc, Revolver 26 Corporate Circle Albany, NY 12203	Curia Global, Inc. operates as a contract research, development, and manufacturing organization.	(1)	41.3

Drive Revel, ABF Equity	Drive Revel, ABF Equity Calle Carrera de San Jerónimo 17 3º A Madrid, Madrid 28014 Spain	Car subscription contracts with end (individual) customers.		5.5

Global Jet Capital LLC, Preferred Stock	Global Jet Capital LLC 2500 North Military Trail, Suite 475 Boca Raton, FL 33431	Global Jet advises on aircraft acquisitions, assisting with leasing, financing, and crew selection.		298.1

Global Lending Services LLC, ABF Equity	Global Lending Services LLC 1200 Brookfield Boulevard Suite 300 Greenville, SC 29607	Global Lending Services LLC provides auto finance services. It offers subprime lending services to franchise and independent automobile dealers in the United States.		3.3

Global Lending Services LLC, ABF Equity	Global Lending Services LLC 1200 Brookfield Boulevard Suite 300 Greenville, SC 29607	Global Lending Services LLC provides auto finance services. It offers subprime lending services to franchise and independent automobile dealers in the United States.		6.4

Global Lending Services LLC, ABF Equity	Global Lending Services LLC 1200 Brookfield Boulevard Suite 300 Greenville, SC 29607	Global Lending Services LLC provides auto finance services. It offers subprime lending services to franchise and independent automobile dealers in the United States.		53.9

GreenSky Holdings LLC, ABF Equity	GreenSky Holdings LLC, ABF Equity 5565 Glenridge Connector, Suite 700 Atlanta, GA 30342	GreenSky is the largest home improvement installment lender in the US.		10.7

GreenSky Holdings LLC, ABF Equity	GreenSky Holdings LLC, ABF Equity 5565 Glenridge Connector, Suite 700 Atlanta, GA 30342	GreenSky is the largest home improvement installment lender in the US.		13.8

GreenSky Holdings LLC, Term Loan	GreenSky Holdings LLC, ABF Equity 5565 Glenridge Connector, Suite 700 Atlanta, GA 30342	GreenSky is the largest home improvement installment lender in the US.		32.0

GreenSky Holdings LLC, Term Loan	GreenSky Holdings LLC, ABF Equity 5565 Glenridge Connector, Suite 700 Atlanta, GA 30342	GreenSky is the largest home improvement installment lender in the US.	(1)	3.0

Home Partners JV 2, ABF Equity	Home Partners JV 2 1000 S. Washington Avenue Suite 10 Lansing, MI 48910	Purpose of funding the acquisition of single family homes		4.4

Home Partners JV 2, ABF Equity	Home Partners JV 2 1000 S. Washington Avenue Suite 10 Lansing, MI 48910	Purpose of funding the acquisition of single family homes		0.2

Home Partners JV 2, Structured Mezzanine	Home Partners JV 2 1000 S. Washington Avenue Suite 10 Lansing, MI 48910	Purpose of funding the acquisition of single family homes		12.1

Kilter Finance, ABF Equity	Kilter Finance 35 New Broad Street House London, Greater London EC2M 1NH United Kingdom	A specialty finance company, provides financing solutions to the financial services sector.		0.5

Kilter Finance, Preferred Stock	Kilter Finance 35 New Broad Street House London, Greater London EC2M 1NH United Kingdom	A specialty finance company, provides financing solutions to the financial services sector.		98.9


Asset Based Finance	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

KKR Altitude II Offshore Aggregator LP, Partnership Interest	Altitude II IRL WH Borrower DAC, Revolver 45 O’Connell Street Limerick, Co. Limerick V94 XE18 Ireland	The Altitude II fund was established in November 2022 to become a pool of commercial Airbus and Boeing aircraft.		83.5

KKR Central Park Leasing Aggregator L.P., Partnership Interest	KKR Central Park Leasing Aggregator 30 Hudson Yards Manhattan, New York	A static pool of 38 Airbus and Boeing aircraft on lease to airlines across the globe.		39.1

KKR Chord IP Aggregator LP, Partnership Interest	KKR Chord IP Aggregator LP, Partnership Interest 30 Hudson Yards Manhattan, New York	The seed catalog includes nearly 500 songs written, recorded, or produced by three-time Grammy winner Tedder for OneRepublic		0.3

KKR Rocket Loans Aggregator LLC, Partnership Interest	KKR Rocket Loans Aggregator 30 Hudson Yards Manhattan, New York	Rocket has been originating unsecured consumer loans since 2017 with ~$20mm per month in volumes pre-COVID.		6.7

KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest	KKR Zeno Aggregator LP (K2 Aviation) 555 California Street, 50th Floor San Francisco, CA 94104	A securitization of aircraft.		8.9

My Community Homes PropCo 2, ABF Equity	My Community Homes PropCo 2, ABF Equity 14355 Commerce Way Miami Lakes, FL 33016	Funding the acquisition single family rental homes sources		20.3

My Community Homes PropCo 2, Term Loan	My Community Homes PropCo 2, ABF Equity 14355 Commerce Way Miami Lakes, FL 33016	Funding the acquisition single family rental homes sources		62.0

NewStar Clarendon 2014-1A Class D	NewStar Financial, Inc. 500 Boylston Street, Suite 1250 Boston, MA 02116	NewStar Financial is a publicly listed, specialized commercial finance company that focuses on providing loans and leases to middle market companies.		1.6

Opendoor Labs Inc, Structured Mezzanine	Opendoor Labs Inc 405 Howard Street Suite 550 San Francisco, CA 94105	Opendoor Labs, Inc., a real estate company, which provides selling and buying of homes online.		6.3

Optio Invest, ABF Equity	Optio Invest, ABF Equity Kungsgatan 8 (KG10) Stockholm, Stockholm County 111 43 Sweden	The car leasing offerings with fixed-term contracts of 24, 36, and 48 months for B2C and B2B clients, alongside flexible contracts with a minimum duration of 3 months.		4.2

PayPal Europe Sarl et Cie SCA, ABF Equity	PayPal Europe Sarl et Cie SCA, ABF Equity 22-24 Boulevard Royal Luxembourg 2449 Luxembourg	The collateral consists of a variety of Buy Now Pay Later (“BNPL”) products originated in Germany, France, Italy, Spain and the UK with Germany contributing over 60% of the volume		65.9

Prime ST LLC, ABF Equity	333 108th Ave NE Bellevue, WA 98004	Tower 333, 20-story high-rise office building in the central business district of Bellevue, Washington		7.3

Prime ST LLC, Structured Mezzanine	333 108th Ave NE Bellevue, WA 98004	Tower 333, 20-story high-rise office building in the central business district of Bellevue, Washington		57.3

Residential Opportunities I LLC, ABF Equity	Residential Opportunities I LLC, ABF Equity 1100 S Rose St Kalamazoo, MI 49001-2664	RTLs are short term bridge loans to local developers that finance the purchase and renovation of 1-4 unit residential properties across the United States.		–

Roemanu LLC (FKA Toorak Capital Partners LLC), ABF Equity	Toorak Capital Funding LLC 15 Maple Street Second Floor West Summit, NJ 7901	Operates as a provider of third-party capital to the small business for real estate lending industry in the United States.		236.5


Asset Based Finance	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Saluda Grade Alternative Mortgage Trust 2022-BC2, Structured Mezzanine	Saluda Grade Alternative Mortgage Trust 5 Bryant Park, Floor 23 New York, NY 10018	All-in One: max 24 month loan to finance property acquisition, horizontal and vertical construction		2.4

Saluda Grade Alternative Mortgage Trust 2023-LOC2, Structured Mezzanine	Saluda Grade Alternative Mortgage Trust 5 Bryant Park, Floor 23 New York, NY 10018	All-in One: max 24 month loan to finance property acquisition, horizontal and vertical construction		8.5

Star Mountain Diversified Credit Income Fund III, LP, ABF Equity	Star Mountain Diversified Credit Income Fund III, LP Tower 57 AT 135 East 57TH Street New York NY 10022	Focused exclusively on the U.S. lower middle-market by investing debt and equity directly into established operating companies		23.5

SunPower Financial, ABF Equity	SunPower Financial, ABF Equity 3939 North First Street San Jose, California, 95134	SPV that owns solar loan assets		3.7

Synovus Financial Corp, ABF Equity	Synovus Financial Corp, ABF Equity 1111 Bay Avenue Suite 500 Columbus, GA 31901	Seasoned, prime auto loans from Synovus Financial Corp, a regional bank based in Georgia.		6.2

TalkTalk Telecom Group Ltd, Revolver	TalkTalk Telecom Group Ltd, Revolver Soapworks, Ordsall Lane, Salford London, Greater London M5 3TT United Kingdom	TalkTalk Telecom Group Limited (“TalkTalk”) provides fiber, broadband, landline, TV and mobile services to residential, business, and wholesale customers.		41.9

TalkTalk Telecom Group Ltd, Revolver	TalkTalk Telecom Group Ltd, Revolver Soapworks, Ordsall Lane, Salford London, Greater London M5 3TT United Kingdom	TalkTalk Telecom Group Limited (“TalkTalk”) provides fiber, broadband, landline, TV and mobile services to residential, business, and wholesale customers.	(1)	12.7

TDC LLP, ABF Equity	TDC LLP, ABF Equity 16 John Dalton Street Manchester, England M2 6HY	TDC is the incumbent telecom operator in Denmark, offering broadband (52% market share), mobile telephony (~36%), Pay TV (~55%) and fixed telephony services (~65%).		2.0

TDC LLP, Preferred Equity	TDC LLP, ABF Equity 16 John Dalton Street Manchester, England M2 6HY	TDC is the incumbent telecom operator in Denmark, offering broadband (52% market share), mobile telephony (~36%), Pay TV (~55%) and fixed telephony services (~65%).		41.5

Vehicle Secured Funding Trust, ABF Equity	Vehicle Secured Funding Trust, ABF Equity 30 Hudson Yards Suite 7500 New York, NY 10001	Super-prime, seasoned Recreational Vehicle (“RV”) backed receivables		21.1

Vehicle Secured Funding Trust, Term Loan	Vehicle Secured Funding Trust, ABF Equity 30 Hudson Yards Suite 7500 New York, NY 10001	Super-prime, seasoned Recreational Vehicle (“RV”) backed receivables		64.2

Weber-Stephen Products LLC, Revolver	Weber-Stephen Products LLC, Revolver 200 E. Daniels Road Palatine, IL 60067-6266	Weber-Stephen Products LLC operates as an outdoor cooking company.		55.0

Weber-Stephen Products LLC, Revolver	Weber-Stephen Products LLC, Revolver 200 E. Daniels Road Palatine, IL 60067-6266	Weber-Stephen Products LLC operates as an outdoor cooking company.	(1)	28.3


Strategic Credit Opportunities Partners, LLC	Name and Address of Portfolio Company	Nature of its Principal Business	Footnotes	Amortized Cost of Investment (in millions)

Credit Opportunities Partners JV, LLC	Credit Opportunities Partners, LLC 555 California Street, 50th Floor San Francisco, CA 94104	A joint venture between the Company and South Carolina Retirement Systems Group Trust		1,571.7

Equity/Other

Name and Address of
Portfolio Company

Nature of its

Principal Business

Asset
Type

Percentage of
Class Held

(2)

Footnotes

Amortized

Cost of

Investment

(in millions)

Affordable Care Inc, Preferred Stock

Affordable Care Inc

629 Davis Drive Suite 300

Morrisville, NC 27560

ACI, through its Affordable Dentures and Implants practices, is the number 1 DSO in the US focused exclusively on tooth replacement services

Preferred
Stock

14.0

48.1

American Vision Partners, Private Equity

American Vision Partners

4800 North 22Nd Street

Phoenix, AZ 85016

American Vision Partners (“AVP”) is a network of ophthalmology and optometry practices with a focus on high acuity medical and surgical procedures in the southwest portion of the US, primarily Arizona.

Private
Equity

0.6

2.7

Amerivet Partners Management Inc, Preferred Stock

Amerivet Partners Management Inc

8610 N. New Braunfels Ave. Suite 500

San Antonio, TX 78217

AmeriVet is a national network of ~205 general veterinary practices and 5 emergency animal hospitals across 31 US States.

Preferred
Stock

8.4

12.3

Arcos LLC/VA, Preferred Stock

Arcos LLC/VA

445 Hutchinson Avenue Suite 700

Columbus, OH 43235

ARCOS, Inc. develops and delivers crew management and callout, and emergency response software for utility companies and other industries in the United States.

Preferred
Stock

25.0

14.1

Arena Energy LP, Warrants

Arena Energy LP

2103 Research Forest Dr. Suite 400

The Woodlands, TX 77380

Arena Energy, LP operates as an offshore oil and gas exploration and production company engaged in the exploitation and development of oil and gas in the Gulf of Mexico.

Warrants

14.6

0.4

Ascent Resources Utica Holdings LLC / ARU Finance Corp

3501 NW 63rd Street

Oklahoma City, OK 73116

Ascent Resources is a privately owned exploration and production company founded by Aubrey McClendon to acquire and develop unconventional resources in the Utica Shale.

Common
Stock

1.0

18.5

Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock

Ascent Resources Utica Holdings LLC / ARU Finance Corp

3501 NW 63rd Street

Oklahoma City, OK 73116

Ascent Resources is a privately owned exploration and production company founded by Aubrey McClendon to acquire and develop unconventional resources in the Utica Shale.

Common
Stock

0.5

9.7

athenahealth Inc, Preferred Stock

Boston Landing 80 Guest Street

Boston, MA 02135

AthenaHealth is a cloud-based IT healthcare technology company helping healthcare providers to effectively manage financial, clinical, and human capital workflows.

Preferred
Stock

12.2

262.2

ATX Networks Corp,

Class B-1

Common Stock

ATX Networks Corp

8-1602

Tricont Avenue

Whitby, ON L1N 7C3

Canada

ATX is a designer and developer of patented, high-margin radio frequency management equipment and digital video processing products.

Common
Stock

50.0

5.0

Equity/Other

Name and Address of
Portfolio Company

Nature of its

Principal Business

Asset
Type

Percentage of
Class Held

(2)

Footnotes

Amortized

Cost of

Investment

(in millions)

ATX Networks Corp,

Class B-2

Common Stock

ATX Networks Corp

8-1602

Tricont Avenue

Whitby, ON L1N 7C3

Canada

ATX is a designer and developer of patented, high-margin radio frequency management equipment and digital video processing products.

Common
Stock

90.0

4.0

ATX Networks Corp, Common Stock

ATX Networks Corp

8-1602

Tricont Avenue

Whitby, ON L1N 7C3

Canada

ATX is a designer and developer of patented, high-margin radio frequency management equipment and digital video processing products.

Common
Stock

65.2

9.9

Belk Inc, Common Stock

Belk Inc

2801 West Tyvola Road

Charlotte, NC 28217

Belk, Inc. owns and operates department stores in the United States.

Common
Stock

9.5

–

Borden (New Dairy Opco), Common Stock

Borden (New Dairy Opco)

8750 North Central Expressway Suite 400

Dallas, TX 75231-6436

Borden produces dairy products such as milk, yogurt smoothies, probiotics, and cheese products.

Common
Stock

20.0

3.3

Bowery Farming Inc, Common Stock

Bowery Farming Inc

151 W 26th St 12th Floor

New York, NY 10001

Bowery Farming is a vertical farming company that grows primarily leafy greens at 2 operational facilities in MD and PA.

Common
Stock

1.5

10.0

Bowery Farming Inc, Warrant

Bowery Farming Inc

151 W 26th St 12th Floor

New York, NY 10001

Bowery Farming is a vertical farming company that grows primarily leafy greens at 2 operational facilities in MD and PA.

Warrant

2.6

–

Bowery Farming Inc, Warrants

Bowery Farming Inc

151 W 26th St 12th Floor

New York, NY 10001

Bowery Farming is a vertical farming company that grows primarily leafy greens at 2 operational facilities in MD and PA.

Warrants

0.2

–

Bowery Farming Inc, Warrants

Bowery Farming Inc

151 W 26th St 12th Floor

New York, NY 10001

Bowery Farming is a vertical farming company that grows primarily leafy greens at 2 operational facilities in MD and PA.

Warrants

0.0

–

CDS US Intermediate Holdings Inc, Warrant

CDS US Intermediate Holdings Inc

4001 Kennett Pike, Suite 302

Wilmington, DE 19807

CDS U.S. Intermediate Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, operates movie theaters.

Warrant

0.0

–

Cengage Learning, Inc, Common Stock

Cengage Learning Inc

20 Channel Center Street

Boston, MA 2210

Cengage Learning, Inc. operates as an educational content, technology, and services company for the higher education and K–12, professional, and library markets worldwide.

Common
Stock

0.3

7.5

Constellis Holdings LLC, Private Equity

Constellis Holdings LLC

12018 Sunrise Valley Drive Suite 140

Reston, VA 20191

Constellis is a provider of operational support and risk management services to government and commercial clients worldwide.

Private
Equity

7.6

10.3

Cubic Corp, Preferred Stock

Cubic Corp

9233 Balboa Avenue

San Diego, CA 92123

Cubic Corporation designs, integrates, and operates systems, products, and services for command, control, communications, computers, intelligence, surveillance, and reconnaissance (C4ISR) customers worldwide.

Preferred
Stock

16.9

39.7

Equity/Other

Name and Address of
Portfolio Company

Nature of its

Principal Business

Asset
Type

Percentage of
Class Held

(2)

Footnotes

Amortized

Cost of

Investment

(in millions)

Galaxy Universal LLC, Common Stock

Galaxy Universal LLC

700 Canal Street 5th Fl

Stamford, CT 06902

Galaxy is a vertically integrated global footwear and apparel company operating in Brand Licensing and Sourcing / Wholesale for athletic footwear.

Common
Stock

10.4

35.4

Galaxy Universal LLC, Preferred Stock

Galaxy Universal LLC

700 Canal Street 5th Fl

Stamford, CT 06902

Galaxy is a vertically integrated global footwear and apparel company operating in Brand Licensing and Sourcing / Wholesale for athletic footwear.

Preferred
Stock

13.1

4.0

Galaxy Universal LLC, Trade Claim

Galaxy Universal LLC

700 Canal Street 5th Fl

Stamford, CT 06902

Galaxy is a vertically integrated global footwear and apparel company operating in Brand Licensing and Sourcing / Wholesale for athletic footwear.

Trade
Claim

89.4

2.5

Gracent LLC, Class A Common Stock

Gracent LLC

950 Lee Street Ste 210

Des Plaines, IL 60016

Provides ABA Therapy and other core therapy for children with Autism in Chicagoland and Dallas/Houston, Texas Area

Common
Stock

25.0

–

Gracent LLC, Preferred Equity

Gracent LLC

950 Lee Street Ste 210

Des Plaines, IL 60016

Provides ABA Therapy and other core therapy for children with Autism in Chicagoland and Dallas/Houston, Texas Area

Preferred
Equity

100.0

8.2

Gracent LLC, Preferred Stock B

Gracent LLC

950 Lee Street Ste 210

Des Plaines, IL 60016

Provides ABA Therapy and other core therapy for children with Autism in Chicagoland and Dallas/Houston, Texas Area

Preferred
Stock

74.6

–

HM Dunn Co Inc, Preferred Stock, Series A

HM Dunn Co Inc

4201 S 119th St W

Wichita, KS 67215

HM Dunn is engaged in the manufacture and distribution of aircraft components, assemblies and kits used by original equipment manufacturers (OEMs) in the defense, commercial and civil sectors of the aerospace and defense industry.

Preferred
Stock

100.0

7.1

HM Dunn Co Inc, Preferred Stock, Series B

HM Dunn Co Inc

4201 S 119th St W

Wichita, KS 67215

Preferred
Stock

74.3

–

Imagine Communications Corp, Common Stock

Imagine Communications Corp

6100 Tennyson Pkwy Suite 130

Plano, TX 75024

Imagine Communications Corp. provides media software and video infrastructure solutions for broadcast, multichannel video programming distributor, government, and enterprise customers globally.

Common
Stock

2.3

3.8

JW Aluminum Co, Common Stock

JW Aluminum Co

435 Old Mount Holly Road

Mt. Holly, SC 29445

JW Aluminum, Inc. manufactures and supplies specialty flat rolled aluminum products for use in consumer and commercial applications.

Common
Stock

8.1

–

JW Aluminum Co, Preferred Stock

JW Aluminum Co

435 Old Mount Holly Road

Mt. Holly, SC 29445

JW Aluminum, Inc. manufactures and supplies specialty flat rolled aluminum products for use in consumer and commercial applications.

Preferred
Stock

59.4

214.5

Equity/Other

Name and Address of
Portfolio Company

Nature of its

Principal Business

Asset
Type

Percentage of
Class Held

(2)

Footnotes

Amortized

Cost of

Investment

(in millions)

Kellermeyer Bergensons Services LLC, Common Stock

Kellermeyer Bergensons Services LLC

3605 Ocean Ranch Boulevard Suite 200

Oceanside, CA 92056

Kellermeyer Bergensons Services, LLC provides facilities management services to retail and grocery chains.

Common
Stock

27.6

–

Kellermeyer Bergensons Services LLC, Preferred Stock

Kellermeyer Bergensons Services LLC

3605 Ocean Ranch Boulevard Suite 200

Oceanside, CA 92056

Kellermeyer Bergensons Services, LLC provides facilities management services to retail and grocery chains.

Preferred
Stock

27.6

48.3

Lipari Foods LLC, Common Stock

Lipari Foods LLC

26661 Bunert Road

Warren, MI 48089

Lipari Foods, LLC engages in the distribution of food products. Its products include bakery products, confectionery products, dairy products, meat and seafood products, and foodservice products.

Common
Stock

1.1

8.0

Magna Legal Services LLC, Common Stock

Magna Legal Services LLC

1635 Market Street 8th Floor

Philadelphia, PA 19103

Magna is a national legal services provider to customers in the legal and insurance end markets, supporting clients with deposition services, record retrieval, and litigation consulting offerings.

Common
Stock

1.3

4.9

Maverick Natural Resources LLC, Common Stock

Maverick Natural Resources LLC

1000 Main Street Suite 2900

Houston, TX 77002

Maverick Natural Resources, LLC focuses on the development and production of oil and gas reserves in the United States.

Common
Stock

9.0

61.3

Med-Metrix,

Common Stock

Med-Metrix

9 Entin Road 3rd Floor

Parsippany, NJ 07054

Med-Metrix provides

RCM and business intelligence services to hospitals, health systems, and physician practices.

Common
Stock

1.5

Med-Metrix,

Preferred Stock

Med-Metrix

9 Entin Road 3rd Floor

Parsippany, NJ 07054

Med-Metrix provides

RCM and business intelligence services to hospitals, health systems, and physician practices.

Preferred
Stock

1.5

Misys Ltd, Preferred Stock

Misys Ltd

1 Kingdom Street, Paddington

London, W2 6BL UK

Provides industry specific software for banking, treasury, trading, and risk solutions.

Preferred
Stock

9.4

78.1

NCI Inc,

Class A-1

Common Stock

NCI Inc

11730 Plaza America Drive

Reston, VA 20190

Provides enterprise systems management, information assurance, information assurance policies, and process development and validation solutions.

Common
Stock

100.0

–

NCI Inc,

Class B-1

Common Stock

NCI Inc

11730 Plaza America Drive

Reston, VA 20190

Provides enterprise systems management, information assurance, information assurance policies, and process development and validation solutions.

Common
Stock

100.0

–

NCI Inc, Class C Common Stock

NCI Inc

11730 Plaza America Drive

Reston, VA 20190

Provides enterprise systems management, information assurance, information assurance policies, and process development and validation solutions.

Common
Stock

92.5

20.2

NCI Inc,

Class I-1

Common Stock

NCI Inc

11730 Plaza America Drive

Reston, VA 20190

Provides enterprise systems management, information assurance, information assurance policies, and process development and validation solutions.

Common
Stock

100.0

–

Equity/Other

Name and Address of
Portfolio Company

Nature of its

Principal Business

Asset
Type

Percentage of
Class Held

(2)

Footnotes

Amortized

Cost of

Investment

(in millions)

One Call Care Management Inc, Common Stock

One Call Care Management Inc

841 Prudential Drive Suite 900

Jacksonville, FL 32207

One Call Care Management, Inc. provides specialized cost containment services to the workers’ compensation industry in the United States.

Common
Stock

31.7

2.1

One Call Care Management Inc, Preferred Stock A

One Call Care Management Inc

841 Prudential Drive Suite 900

Jacksonville, FL 32207

One Call Care Management, Inc. provides specialized cost containment services to the workers’ compensation industry in the United States.

Preferred
Stock

9.3

22.8

One Call Care Management Inc, Preferred Stock B

One Call Care Management Inc

841 Prudential Drive Suite 900

Jacksonville, FL 32207

One Call Care Management, Inc. provides specialized cost containment services to the workers’ compensation industry in the United States.

Preferred
Stock

13.9

7.9

Petroplex Acidizing Inc, Trade Claim

Petroplex Acidizing Inc

3716 South County Road 1305

Odessa, TX 79765

Provides acidizing and chemical treatment services for oil, gas, and injection wells in the Permian Basin.

Trade
Claim

1.0

0.6

Polyconcept North America Inc, Class A—1 Units

Polyconcept North America Inc

400 Hunt Valley Rd

New Kensington, PA 15068

Polyconcept North America, Inc. engages in the distribution of promotional and consumer durable goods.

Common
Stock

0.8

3.0

PRG III LLC, Preferred Stock, Series A PIK

Production Resource Group LLC

200 Business Park Drive, Suite 109

Armonk, NY 10504

Production Resource Group is a supplier of entertainment and event technology. It provides integrated services and equipment, including audio, video, lighting, staging and automation systems.

Preferred
Stock

42.5

18.1

PRG III LLC, Preferred Stock, Series B PIK

Production Resource Group LLC

200 Business Park Drive, Suite 109

Armonk, NY 10504

Production Resource Group is a supplier of entertainment and event technology. It provides integrated services and equipment, including audio, video, lighting, staging and automation systems.

Preferred
Stock

24.1

–

Proserv Acquisition LLC, Class A Common Units

Proserv Group Parent LLC

Proserv House Prospect Road

Westhill, Aberdeenshire AB32 6FJ

United Kingdom

Proserv Group Inc., an energy services company, provides

life-of-field

solutions to the oil and gas industry worldwide.

Common
Units

10.2

33.5

Proserv Acquisition LLC, Class A Preferred Units

Proserv Group Parent LLC

Proserv House Prospect Road

Westhill, Aberdeenshire AB32 6FJ

United Kingdom

Proserv Group Inc., an energy services company, provides

life-of-field

solutions to the oil and gas industry worldwide.

Preferred
Units

10.8

5.4

Quoizel, LLC, Common Stock

Quoizel, LLC

6 Corporate Parkway

Goose Creek, South Carolina 29445

Quoizel provides decorative lighting at both the middle and

high-end

price range.

Common
Stock

45.6

8.3

Equity/Other

Name and Address of
Portfolio Company

Nature of its

Principal Business

Asset
Type

Percentage of
Class Held

(2)

Footnotes

Amortized

Cost of

Investment

(in millions)

Quorum Health Corp, Private Equity

Quorum Health Corp

1573 Mallory Lane

Brentwood, TN 37027

Quorum Health Corporation, together with its subsidiaries, provides hospital and outpatient healthcare services in the United States.

Private
Equity

28.7

2.8

Quorum Health Corp, Trade Claim

Quorum Health Corp

1573 Mallory Lane

Brentwood, TN 37027

Quorum Health Corporation, together with its subsidiaries, provides hospital and outpatient healthcare services in the United States.

Trade
Claim

2.1

0.7

Quorum Health Corp, Trust Initial Funding Units

Quorum Health Corp

1573 Mallory Lane

Brentwood, TN 37027

Quorum Health Corporation, together with its subsidiaries, provides hospital and outpatient healthcare services in the United States.

Trust
Initial
Funding
Units

23.0

0.2

Saturn Oil & Gas Inc, Common Stock

525—8th Avenue SW Suite 2800

Calgary, AB T2P 1G1

Canada

Saturn Oil & Gas Inc. engages in the acquisition, exploration, and development of petroleum and natural gas resource deposits in Canada.

Common
Stock

0.3

0.7

Sorenson Communications LLC, Common Stock

Sorenson Communications LLC

4192 South Riverboat Road

Salt Lake City, UT 84123

Sorenson Communications is a provider of

IP-based

video communication technology and services to the deaf and hard of hearing population in the United States.

Common
Stock

4.3

7.1

Stuart Weitzman Inc, Common Stock

Jones Group Inc

1411 Broadway

New York, NY 10018

Designs, manufactures, and sells women’s suits and dresses.

Common
Stock

0.0

–

Swift Worldwide Resources Holdco Ltd, Common Stock

Swift Worldwide Resources Holdco Ltd

3050 Post Oak Boulevard, Suite 1450

Houston, TX

Swift Worldwide Resources (Swift) is a leading pureplay global provider of contract personnel resources to the oil and gas industry.

Common
Stock

0.4

1.2

TIBCO Software Inc, Preferred Stock

TIBCO Software Inc

3307 Hillview Avenue

Palo Alto, CA 94304

TIBCO is a provider of infrastructure and analytical/business intelligence software.

Preferred
Stock

3.1

73.5

Ultra Electronics Holdings PLC, Private Equity

Ultra Electronics Holdings Ltd

35 Portman Square Marylebone

London, Greater London W1H 6LR

United Kingdom

Ultra Electronics provides application-engineered bespoke solutions in the Defense, security, critical detection, and control markets.

Private
Equity

0.8

4.8

Ultra Electronics Holdings PLC, Private Equity

Ultra Electronics Holdings Ltd

35 Portman Square Marylebone

London, Greater London W1H 6LR

United Kingdom

Ultra Electronics provides application-engineered bespoke solutions in the Defense, security, critical detection, and control markets.

Private
Equity

0.2

1.3

Equity/Other

Name and Address of
Portfolio Company

Nature of its

Principal Business

Asset
Type

Percentage of
Class Held

(2)

Footnotes

Amortized

Cost of

Investment

(in millions)

Wittur Holding GmbH, Common Stock

Wittur Holding GmbH

Rohrbachstr.

26-30

Sulzemoos, Bavaria 85259

Germany

Wittur Holding GmbH manufactures and supplies components, modules, and systems for the elevator industry.

Common
Stock

46.5

8.0

Worldwise Inc, Preferred Equity

Worldwise Inc

6 Hamilton Landing, Suite 150

Novato, CA 94949

Worldwise has an extensive pet product offering

Preferred
Equity

0.9

0.3

(1)	Amount is fully unfunded.

(2)	Percentage of class held is calculated on a fully diluted basis and is based on the best available information at the time of calculation.

DISTRIBUTION REINVESTMENT PLAN

Subject to applicable legal restrictions and the sole discretion of our board of directors, we intend to declare and pay regular cash distributions on a quarterly basis.

No action will be required on the part of a registered stockholder to have its cash distributions reinvested in shares of our common stock. A registered stockholder will be able to elect to receive an entire cash distribution in cash by notifying SS&C GIDS, Inc., the plan administrator and our transfer agent and registrar, in writing, so that notice is received by the plan administrator no later than 10 days prior to the record date for a cash distribution.

Those stockholders whose shares are held by a broker or other financial intermediary may be able to receive distributions in cash by notifying their broker or other financial intermediary of their election. If a stockholder holds shares of our common stock in the name of a broker or financial intermediary, they should contact such broker or financial intermediary regarding their option to elect to receive distributions in cash in lieu of shares of our common stock.

The plan administrator will set up an account for shares acquired through our distribution reinvestment plan for each stockholder who has not affirmatively elected to receive distributions in cash.

With respect to each cash distribution pursuant to our distribution reinvestment plan, we reserve the right to either issue new shares of our common stock or purchase shares of our common stock in the open market in connection with implementation of our distribution reinvestment plan. Unless we, in our sole discretion, otherwise direct the plan administrator, (A) if the per share Market Price (as defined in our distribution reinvestment plan) is equal to or greater than the estimated net asset value per share (rounded up to the nearest whole cent) of our common stock on the payment date for the cash distribution, then we will issue shares of our common stock at the greater of (i) net asset value per share of common stock or (ii) 95% of the Market Price; or (B) if the Market Price is less than the net asset value per share, then, in our sole discretion, (i) shares of our common stock will be purchased in open market transactions for the accounts of participants to the extent practicable, or (ii) we will issue shares of our common stock at net asset value per share. Pursuant to the terms of our distribution reinvestment plan, the number of shares of our common stock to be issued to a participant will be determined by dividing the total dollar amount of the cash distribution payable to a participant by the price per share at which we issue such shares; provided, however, that shares purchased in open market transactions by the plan administrator will be allocated to a participant based on the average purchase price, excluding any brokerage charges or other charges, of all shares of our common stock purchased in the open market.

There will be no brokerage charges or other sales charges on newly issued shares of our common stock acquired by a participant under our distribution reinvestment plan. The plan administrator’s service fee, if any, and expenses for administering our distribution reinvestment plan will be paid for by us.

distribution in the amount of the fair market value of our common stock. The stockholder’s basis for determining gain or loss upon the sale of common stock received on reinvestment of a cash distribution will be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received on reinvestment of a cash distribution will have a holding period for tax purposes commencing on the day following the day on which the shares of our common stock are credited to the stockholder’s account.

We reserve the right to amend, suspend or terminate our distribution reinvestment plan in accordance with its terms. Our distribution reinvestment plan may be terminated by us upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any cash distribution; if such notice is mailed fewer than 30 days prior to such record date, such termination will be effective immediately following the payment date for such cash distribution. A participant may terminate its account under our distribution reinvestment plan by so notifying the plan administrator, which termination will be effective immediately if the participant’s notice is received by the plan administrator no later than 10 days prior to the record date for a cash distribution.

All correspondence concerning our distribution reinvestment plan should be directed to the plan administrator by mail at FS Investment Services, P.O. Box 219095, Kansas City, Missouri 64121-9095 or by telephone at (877)

628-8575.

If you hold your common stock with a brokerage firm that does not participate in our distribution reinvestment plan, you will not be able to participate in our distribution reinvestment plan and any dividend reinvestment may be effected on different terms than those described above. Consult your financial advisor for more information.

We have filed our distribution reinvestment plan with the SEC as an exhibit to the registration statement of which this prospectus is a part. You may obtain a copy of the plan by request to the plan administrator or by contacting us at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, by calling us collect at (215)

495-1150

or by visiting our website at

www.fskkradvisor.com

DESCRIPTION OF SECURITIES

This prospectus contains a summary of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities. These summaries are not meant to be a complete description of each security. However, this prospectus and the accompanying prospectus supplement will contain the material terms and conditions for each security.

DESCRIPTION OF OUR CAPITAL STOCK

The following description is based on relevant portions of the Maryland General Corporation Law and on our charter and bylaws. This summary is not intended to be complete, and we refer you to the Maryland General Corporation Law and our charter and bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part, for a more detailed description of the provisions summarized below. We urge you to read the applicable prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to any shares of our capital stock being offered.

Capital Stock

Our charter authorizes us to issue up to 800,000,000 shares of

stock

, of which 750,000,000 shares are classified as

common

stock,

par value

$0.001 per share, and 50,000,000 shares are classified as preferred stock, par value $0.001 per share. A majority of the board of directors, without any action by our stockholders, may amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue. Our common stock trades on the NYSE under the ticker symbol “FSK”. There are no outstanding options or warrants to purchase our stock. No stock has been authorized for issuance under any equity compensation plans.

The last reported closing market price of our common stock on September 18, 2024 was $

19.64

per share. As of September 13, 2024, we had 9,687 stockholders of record, which does not include beneficial owners of shares of common stock held in “street” name by brokers and other institutions on behalf of beneficial owners.

The following are our outstanding classes of equity securities as of September 13, 2024:

Title of Class

Amount
Authorized

Amount Held by
Us or for Our
Account

Amount
Outstanding

Common Stock, par value $0.001 per share

750,000,000

—

280,066,433

Our charter also contains a provision permitting the board of directors to classify or reclassify any unissued shares of common stock or preferred stock in one or more classes or series of common stock or preferred stock by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, or terms or conditions of redemption of the common stock or preferred stock. We believe that the power to classify or reclassify unissued shares of capital stock and thereafter issue the classified or reclassified shares provides us with increased flexibility in structuring possible future financings and investments and in meeting other needs that might arise.

Common Stock

All shares of our common stock have equal rights as to earnings, assets, dividends and voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our board of directors and declared by us out of funds legally available therefor. Shares of our common stock have no preemptive, conversion or redemption rights and will be freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock will be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as may be provided by our board of directors in setting the terms of classified or reclassified stock, the holders of our common stock will possess exclusive voting power. There will be no cumulative voting. As permitted by the MGCL, our charter provides that the presence of stockholders entitled to cast

one-third

of the votes entitled to be cast at a meeting of stockholders will constitute a quorum

Preferred Stock

Our charter authorizes our board of directors to classify and reclassify any unissued shares of stock into other classes or series of stock, including preferred stock. Prior to issuance of shares of each class or series, the board of directors is required by Maryland law and by our charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the board of directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest.

Limitation on Liability of Directors and Officers; Indemnification and Advancement of Expenses

Maryland law permits a Maryland corporation to include in its charter a provision expanding or limiting the liability of its directors and officers to the corporation and its stockholders for money damages, but a corporation may not include any provision that restricts or limits the liability of directors or officers to the corporation or its stockholders

(a)

to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services; or

(b)

to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

Our charter contains a provision which limits directors’ and officers’ liability to us and our stockholders for money damages, to the maximum extent permitted by Maryland law. In addition, we have obtained directors’ and officers’ liability insurance.

Under the MGCL, a Maryland corporation may indemnify its directors, officers and certain other parties against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service to the corporation or at its request, unless it is established that (i) the act or omission of the indemnified party was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the director actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal proceeding, the indemnified party had reasonable cause to believe that the act or omission was unlawful. Maryland law does not permit indemnification in respect of any proceeding in which the party seeking indemnification shall have been adjudged to be liable to the corporation. Further, a party may not be indemnified for a proceeding brought by that party against the corporation, except (i) for a proceeding brought to enforce indemnification or (ii) if the charter or bylaws, a resolution of the corporation’s board of directors or an agreement approved by the corporation’s board of directors to which the corporation is a party expressly provides otherwise.

Our charter permits us to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any individual (a) who is a present or former director or officer of ours and who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity, or (b) who, while a director or officer of ours and at our request, serves or has served as a director, officer, partner, member, manager or trustee of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to a proceeding by reason of his or her service in such capacity and from and against any claim or liability to which such person may become subject or such person may incur, in each case to the fullest extent permitted by Maryland law.

Our charter provides that any provisions of the charter relating to limiting liability of directors and officers or to indemnifying directors and officers are subject to any applicable limitations in the 1940 Act.

Our bylaws obligate us to indemnify and, without requiring a preliminary determination of the ultimate entitlement to

indemnification

pay

reimburse reasonable expenses in advance of final disposition of a proceeding to any individual who (a) is a present or former director or officer of ours and who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity, or (b) while a director or officer of ours and at our request, serves or has served as a director, officer, partner, member, manager or trustee of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to a proceeding by reason of his or her service in such capacity and from and against any claim or liability to which such person may become subject or such person may incur, in each case to the fullest extent permitted by Maryland law and the 1940 Act. Our charter and bylaws also permit us to provide such indemnification and advancement for expenses to a person who served a predecessor of ours in any of the capacities described in (a) or (b) above and to any employee or agent of ours or a predecessor of ours. In accordance with the 1940 Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Board of Directors

Our charter provides that the number of directors will be ten and may be increased or decreased by our board of directors

accordance with

our

bylaws. Our bylaws provide that the number of directors may not be less than the minimum number required by the MGCL or more than twelve. Our charter also provides that the directors, other than any director elected solely by holders of one or more classes or series of preferred stock, shall be classified, with respect to the terms for which they severally hold office, into three classes, as nearly equal in number as possible as determined by the board of directors. Generally, at each annual meeting of stockholders, the successors to the class of directors whose term expires at such meeting shall be elected for a three-year term and until their successors are duly elected and qualify. Our directors may be elected to an unlimited number of successive terms.

Our bylaws provide that a director shall be elected only if such director receives the affirmative vote of a majority of the total votes cast for and affirmatively withheld as to such director at a meeting of stockholders duly called and at which a quorum is present. However, directors shall be elected by a plurality of votes cast at a meeting of stockholders duly called and at which a quorum is present if the number of nominees is greater than the number of directors to be elected at the meeting.

Except as may be provided by our board of directors in setting the terms of any class or series of preferred stock, pursuant to an election in our charter as permitted by the MGCL, any and all vacancies on our board of directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies, subject to any applicable requirements of the 1940 Act.

Pursuant to our charter, subject to the rights, if any, of holders of one or more classes or series of preferred stock to elect or remove one or more directors, any director may be removed from office at any time only for cause and only by the affirmative vote of at least

two-thirds

of the votes entitled to cast generally in the election of directors. Pursuant to our bylaws, any director may resign at any time by delivering his or her resignation to the board of directors, the chairman of the board or the secretary, which resignation shall take effect immediately upon its receipt or at such later time specified in the resignation.

We currently have a total of eleven members of the board of directors, nine of whom are independent directors. A director is considered independent if he or she is not an “interested person” as that term is defined under Section 2(a)(19) of the 1940 Act. Our charter provides that a majority of our board of directors must be independent directors except for a period of up to 60 days after the death, removal or resignation of an independent director pending the election of his or her successor.

Action by Stockholders

The MGCL provides that stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous written consent in lieu of a meeting (unless the charter permits the written consent in lieu of a meeting to be less than unanimous, which our charter does not). These provisions, combined with the requirements of our bylaws regarding the calling of a stockholder-requested special meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals

Our bylaws provide that, with respect to an annual meeting of stockholders, nominations of persons for election to our board of directors and the proposal of business to be considered by stockholders may be made only (a) pursuant to our notice of the meeting, (b) by our board of directors or (c) by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice procedures of the bylaws. With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of persons for election to our board of directors at a special meeting may be made only (x) pursuant to our notice of the meeting, (y) by our board of directors or (z) provided that our board of directors has determined that directors will be elected at the meeting, by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws.

The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our board of directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our board of directors, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our board of directors any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.

Exclusive Forum

Our bylaws provide that, unless we consent in writing to the selection of a different forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of any duty owed by any of our directors, officers or other employees to us or our stockholders, (c) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provision of the MGCL, or our charter or bylaws or (d) any action asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine. Our bylaws also provide that, unless we consent in writing to the selection of a different forum, to the fullest extent permitted by law, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Calling of Special Meetings of Stockholders

Our bylaws provide that special meetings of stockholders may be called by our board of directors, the chairman of the board of directors, or certain of our officers. In addition, our bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting the meeting, a special meeting of stockholders will be called by our secretary upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at the meeting.

Approval of Extraordinary Corporate Action; Amendment of Charter and Bylaws

Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, consolidate, sell all or substantially all of its assets or engage in a share exchange, unless the transaction is advised by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least

two-thirds

of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of these matters by a greater or lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Under our charter, provided that our directors then in office have approved and declared the action advisable and submitted such action to the stockholders, action that requires stockholder approval, including amending our charter, our dissolution, a merger, consolidation or a sale of all or substantially all of our assets must be approved by only the affirmative vote of stockholders entitled to cast at least a majority of all the votes entitled to be cast on the matter. Notwithstanding the foregoing, our charter provides that the affirmative vote of the holders of shares entitled to cast at least 80% of all the votes entitled to be cast on the matter, with each class that is entitled to vote on the matter voting as a separate class, shall be required to effect any amendment to our charter to make our common stock a “redeemable security” or convert us, whether by merger or otherwise, from a

“closed-end

company” to an

“open-end

company” (as such terms are defined in the 1940 Act), to cause our liquidation or dissolution or any amendment to our charter to effect any such liquidation or dissolution, or to amend certain charter provisions, provided that, if the Continuing Directors (as defined in our charter), by a vote of at least

two-thirds

of such Continuing Directors, in addition to approval by the board of directors, approve such amendment, the affirmative vote of only the holders of stock entitled to cast a majority of all the votes entitled to be cast on the matter shall be required.

Our charter and bylaws provide that our board of directors will have the exclusive power to make, alter, amend or repeal any provision of our bylaws.

No Appraisal Rights

In certain extraordinary transactions, the MGCL provides the right to dissenting stockholders to demand and receive the fair value of their shares, subject to certain procedures and requirements set forth in the statute. Those rights are commonly referred to as appraisal rights. Except with respect to any appraisal rights provided by the board of directors in setting the terms of any class of preferred stock or arising in connection with the Control Share Acquisition Act discussed below, as permitted by the MGCL, our charter provides that stockholders will not be entitled to exercise appraisal rights.

Control Share Acquisitions

The MGCL provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of

two-thirds

of the votes entitled to be cast on the matter, which we refer to as the Control Share Acquisition Act. Shares owned by the acquirer, by officers or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power:

•

one-tenth

or more but less than

one-third;

•

one-third

or more but less than a majority; or

•

a majority or more of all voting power.

The requisite stockholder approval must be obtained each time an acquirer crosses one of the thresholds of voting power set forth above. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition may compel the corporation’s board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may repurchase for fair value any or all of the control shares, except those for which voting rights have previously been approved. The corporation’s right to repurchase control shares is subject to certain conditions and limitations, including compliance with the 1940 Act. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

The Control Share Acquisition Act does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the corporation’s charter or bylaws. Our bylaws contain a provision exempting from the Control Share Acquisition Act any and all acquisitions by any person of our shares of stock. There can be no assurance that such provision will not be amended or eliminated at any time in the future (before or after a control share acquisition). However, we will amend our bylaws to repeal such provision (so as to be subject to the Control Share Acquisition Act) only if our board of directors determines that it would be in our best interests and if the staff of the SEC does not object to our determination that our being subject to the Control Share Acquisition Act does not conflict with the 1940 Act.

Stockholder Liability

The MGCL provides that our stockholders are under no obligation to us or our creditors with respect to their shares other than the obligation to pay to us the full amount of the consideration for which their shares were issued.

Under our charter, our stockholders shall not be liable for any debt, claim, demand, judgment or obligation of any kind by reason of being a stockholder, nor shall any stockholder be subject to any personal liability by reason of being a stockholder.

Business Combinations

Under the MGCL, certain “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. We refer to these provisions as the Business Combination Act. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:

•

any person who beneficially owns 10% or more of the voting power of the corporation’s shares; or

•

an affiliate or associate of the corporation who, at any time within the

two-year

period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.

A person is not an interested stockholder under this statute if the board of directors approved in advance the transaction by which he or she otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board of directors.

After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors and approved by the affirmative vote of at least:

•

80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

•

two-thirds

of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under the MGCL, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. Our board of directors has adopted a resolution that any business combination between us and any other person is exempted from the provisions of the Business Combination Act, provided that the business combination is first approved by our board of directors, including a majority of the directors who are not interested persons as defined in the 1940 Act. This resolution, however, may be altered or repealed in whole or in part at any time. If this resolution is repealed, or our board of directors does not otherwise approve a business combination, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Additional Provisions of the Maryland General Corporation Law

The MGCL provides that a Maryland corporation that is subject to the Exchange Act and has at least three outside directors can elect by resolution of the board of directors to be subject to some corporate governance provisions that may be inconsistent with the corporation’s charter and bylaws. Under the applicable statute, a board of directors may classify itself without the vote of stockholders. A board of directors classified in that manner cannot be altered by amendment to the charter of the corporation. Further, the board of directors may, by electing into applicable statutory provisions and notwithstanding the charter or bylaws:

•

provide that a special meeting of stockholders will be called only at the request of stockholders entitled to cast at least a majority of the votes entitled to be cast at the meeting;

•

reserve for itself the right to fix the number of directors;

•

provide that a director may be removed only by the vote of the holders of

two-thirds

of the stock entitled to vote;

•

retain for itself sole authority to fill vacancies created by the death, removal or resignation of a director; and

•

provide that all vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors, in office, even if the remaining directors do not constitute a quorum.

In addition, if the board of directors is classified, a director elected to fill a vacancy under this provision will serve for the balance of the unexpired term instead of until the next annual meeting of stockholders. A board of directors may implement all or any of these provisions without amending the charter or bylaws and without stockholder approval. A corporation may be prohibited by its charter or by resolution of its board of directors from electing any of the provisions of the statute. We are not prohibited from implementing any or all of the statute. Our board of directors has elected into the applicable statutory provisions, which provide that, except as may be provided by the board in setting the terms of any class of preferred stock, any vacancies on the board may be filled only by a majority of the directors then in office, even if less than a quorum, and a director elected to fill a vacancy will serve for the balance of the unexpired term.

Conflict with the 1940 Act

Our bylaws provide that, if and to the extent that any provision of the MGCL, including the Control Share Acquisition Act (if we amend our bylaws to be subject to such act) and the Business Combination Act, or any provision of our charter or bylaws conflicts with any mandatory provision of the 1940 Act, the applicable provision of the 1940 Act will control.

DESCRIPTION OF OUR PREFERRED STOCK

Under the terms of our charter, our board of directors is authorized to issue shares of preferred stock in one or more classes or series without stockholder approval. The board of directors has discretion to determine the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of each series of preferred stock.

Preferred stock may be issued with rights and preferences that would adversely affect the holders of common stock. Preferred stock may also be used as an anti-takeover device. Every issuance of preferred stock will be required to comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that (1) immediately after issuance of preferred stock and before any distribution is made with respect to our common stock and before any purchase of common stock is made, the aggregate involuntary liquidation preference of such preferred stock together with the aggregate involuntary liquidation preference or aggregate value of all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock are in arrears by two years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. We believe that the availability for issuance of preferred stock will provide us with increased flexibility in structuring future financings and acquisitions.

We currently have no preferred stock issued or outstanding. Our board of directors has no present plans to issue shares of preferred stock, but it may do so at any time in the future without stockholder approval.

For any series of preferred stock that we may issue, our board of directors will determine and the prospectus supplement relating to such series will describe:

•

the designation and number of shares of such series;

•

the rate and time at which, and the preferences and conditions under which, any dividends or other distributions will be paid on shares of such series, as well as whether such dividends or other distributions are participating or

non-participating;

•

any provisions relating to convertibility or exchangeability of the shares of such series, including adjustments to the conversion price of such series;

•

the rights and preferences, if any, of holders of shares of such series upon our liquidation, dissolution or winding up of our affairs;

•

the voting powers, if any, of the holders of shares of such series;

•

any provisions relating to the redemption of the shares of such series;

•

any limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such series are outstanding;

•

any conditions or restrictions on our ability to issue additional shares of such series or other securities;

•

if applicable, a discussion of certain U.S. federal income tax considerations; and

•

any other relative powers, preferences and participating, optional or special rights of shares of such series, and the qualifications, limitations or restrictions thereof.

All shares of preferred stock that we may issue will be identical and of equal rank except as to the particular terms thereof that may be fixed by our board of directors, and all shares of each series of preferred stock will be identical and of equal rank except as to the dates from which dividends or other distributions, if any, thereon will be cumulative. To the extent we issue preferred stock, the payment of distributions to holders of our preferred stock will take priority over payment of distributions to our common stockholders. We urge you to read the applicable prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to any preferred stock being offered, as well as the complete articles supplementary that contain the terms of the applicable series of preferred stock.

DESCRIPTION OF OUR SUBSCRIPTION RIGHTS

The following is a general description of the terms of the subscription rights we may issue from time to time. Particular terms of any subscription rights we offer will be described in the prospectus supplement relating to such subscription rights. We will not offer transferable subscription rights to our stockholders at a price equivalent to less than the then-current net asset value per share of common stock, taking into account underwriting commissions and discounts, unless we first file a post-effective amendment that is declared effective by the SEC with respect to such issuance. The 1940 Act also generally provides that the amount of voting securities that would result from the exercise of subscription rights, as well as warrants, options and any other rights, at the time of issuance may not exceed 25% of our outstanding voting securities.

We may issue subscription rights to our stockholders to purchase common stock. Subscription rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering to our stockholders, we may enter into a standby underwriting, backstop or other arrangement with one or more persons pursuant to which such persons would purchase any offered securities remaining unsubscribed for after such subscription rights offering. In connection with a subscription rights offering to our stockholders, we would distribute certificates evidencing the subscription rights and a prospectus supplement to our stockholders on the record date that we set for receiving subscription rights in such subscription rights offering. Our common stockholders will indirectly bear all of the expenses incurred by us in connection with any subscription rights offerings, regardless of whether any common stockholder exercises any subscription rights.

A prospectus supplement will describe the particular terms of any subscription rights we may issue, including the following:

•

the period of time the offering would remain open (which shall be open a minimum number of days such that all record holders would be eligible to participate in the offering and shall not be open longer than 120 days);

•

the title and aggregate number of such subscription rights;

•

the exercise price for such subscription rights (or method of calculation thereof);

•

the currency or currencies, including composite currencies, in which the price of such subscription rights may be payable;

•

if applicable, the designation and terms of the securities with which the subscription rights are issued and the number of subscription rights issued with each such security or each principal amount of such security;

•

the ratio of the offering (which, in the case of transferable rights, will require a minimum of three shares to be held of record before a person is entitled to purchase an additional share);

•

the number of such subscription rights issued to each stockholder;

•

the extent to which such subscription rights are transferable and the market on which they may be traded if they are transferable;

•

the date on which the right to exercise such subscription rights shall commence, and the date on which such right shall expire (subject to any extension);

•

if applicable, the minimum or maximum number of subscription rights that may be exercised at one time;

•

the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege;

•

any termination right we may have in connection with such subscription rights offering;

•

the terms of any rights to redeem, or call such subscription rights;

•

information with respect to book-entry procedures, if any;

•

the terms of the securities issuable upon exercise of the subscription rights;

•

the material terms of any standby underwriting, backstop or other purchase arrangement that we may enter into in connection with the subscription rights offering;

•

if applicable, a discussion of certain U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights; and

•

any other terms of such subscription rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such subscription rights.

Each subscription right will entitle the holder of the subscription right to purchase for cash or other consideration such amount of shares of common stock at such subscription price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription rights may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date for such subscription rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights will become void.

Upon receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement we will forward, as soon as practicable, the shares of common stock purchasable upon such exercise. If less than all of the rights represented by such subscription rights certificate are exercised, a new subscription certificate will be issued for the remaining rights. Prior to exercising their subscription rights, holders of subscription rights will not have any of the rights of holders of the securities purchasable upon such exercise. To the extent permissible under applicable law, we may determine to offer any unsubscribed offered securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, as set forth in the applicable prospectus supplement.

DESCRIPTION OF OUR WARRANTS

The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants.

We may issue warrants to purchase shares of our common stock, preferred stock or debt securities. Such warrants may be issued independently or together with shares of common stock, preferred stock or debt securities and may be attached or separate from such securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:

•

the title and aggregate number of such warrants;

•

the price or prices at which such warrants will be issued;

•

the currency or currencies, including composite currencies, in which the price of such warrants may be payable;

•

if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

•

in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise;

•

in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise;

•

the date on which the right to exercise such warrants shall commence and the date on which such right will expire (subject to any extension);

•

whether such warrants will be issued in registered form or bearer form;

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if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;

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if applicable, the date on and after which such warrants and the related securities will be separately transferable;

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the terms of any rights to redeem, or call such warrants;

•

information with respect to book-entry procedures, if any;

•

the terms of the securities issuable upon exercise of the warrants;

•

if applicable, a discussion of certain U.S. federal income tax considerations; and

•

any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

Each warrant will entitle the holder to purchase for cash such common stock or preferred stock at the exercise price or such principal amount of debt securities as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Upon receipt of payment and a warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of warrants to purchase common stock or preferred stock, the right to receive dividends or other distributions, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights.

Under the 1940 Act, we may generally only offer warrants provided that (a) the warrants expire by their terms within ten years, (b) the exercise or conversion price is not less than the current market value at the date of issuance, (c) our stockholders authorize the proposal to issue such warrants, and a majority of our directors who have no financial interest in the issuance and a majority of our independent directors approves such issuance on the basis that the issuance is in the best interests of us and our stockholders and (d) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, as well as options and rights, at the time of issuance may not exceed 25% of our outstanding voting securities.

DESCRIPTION OF OUR DEBT SECURITIES

As of June 30, 2024, we had $

475.0

million in aggregate principal amount of

4.250

% notes outstanding. The 4.250% notes will mature on February 14, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption price set forth in the indenture governing the 4.250% notes. The 4.250% notes bear interest at a rate of 4.250% per year, payable semi-annually on February 14 and August 14 of each year. The first interest payment was made on August 14, 2020. The 4.250% notes are general unsecured obligations by us that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the 4.250% notes and rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.

As of June 30, 2024, we also had $500.0 million in aggregate principal amount of 1.650% notes outstanding. The 1.650% notes will mature on October 12, 2024 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption price set forth in the indenture governing the 1.650% notes. The 1.650% notes bear interest at a rate of 1.650% per year, payable semi-annually on April 12 and October 12 of each year. The first interest payment was made on April 12, 2022. The 1.650% notes are general unsecured obligations by us that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the 1.650% notes and rank

pari passu