Good day, ladies and gentlemen, and welcome to the TCG BDC First Quarter 2019 Earnings Call. At this time, all participants are in a listen-only mode. Later we will conduct the question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call maybe recorded. I would now like to introduce your host for today’s conference, Mr. Daniel Harris, Head of Investor Relations. Mr. Harris, you may now begin.

Thank you, Sherry. Good morning, and welcome to TCG BDC's first quarter 2019 earnings call. Last night, we issued an earnings press release and detailed earnings presentation with our quarterly results, a copy of which is available on TCG BDC's Investor Relations website. Following our remarks today, we will hold a question-and-answer session for analysts and institutional investors. This call is being webcast and a replay will be available on our website. Any forward-looking statements made today do not guarantee future performance and undue reliance should not be placed on them. These statements are based on current management expectations and involve inherent risks and uncertainties, including those identified in the Risk Factors section of our Annual Report on Form 10-K that could cause actual results to differ materially from those indicated. TCG BDC assumes no obligation to update any forward-looking statements at any time. Lastly, past performance does not guarantee future results. With that, I'll turn it over to our Chief Executive Officer, Michael Hart.

Thanks Dan. Good morning everyone and thank you for joining us for our first quarter earnings call. I'm joined today by our Head of Originations, Grishma Parekh and our CFO, Tom Hennigan. I'll begin this morning with a brief look at our financial results and also share some thoughts on the development of our business. Yesterday, we released our first quarter earnings for the year. By every metric whether it's earnings, originations, portfolio growth or NAV improvement, the business delivered strong results. Most important from my vantage point are four key drivers of this performance. First is our core portfolio. First lean oriented, fully scaled and highly diversified, second is the continued strong performance of the middle market credit fund which is our joint venture with PSP. Third are the capabilities and efforts of our direct lending professionals across originations, capital markets and underwriting who combined to source and evaluate a record number of potential investment opportunities. And finally, the significant resources that we leverage from the broader firm including a global credit platform and the Carlyle Group more generally. Global credit now has assets under management of nearly $46 billion and firm-wide AUM totaling $216 billion. Carlyle direct lending has originated roughly $600 million in gross new loan commitments this quarter and approximately $2.4 billion over the last 12 months. Looking at some of the specific numbers, net investment income was $0.45 per share comfortably covering our first quarter dividend of $0.37, a result that has been achieved in every reporting period in our company's history. This quarter's results are representative of core interest income contributing the vast majority of total income versus any one-time fee related items. As of March 31, we've generated undistributed surplus income of approximately $0.20 per share. With this surplus, we'll be considering the…

Thanks Mike. Let me begin by providing some additional context around the market environment, how we approached it and how it ultimately translated into the investing activity we produced in Q1. The credit markets have rebounded from the volatility of the fourth quarter and on fairly firm footing. However the sudden steep volatility in Q4 despite being short lived did have some residual impact, while the middle market remains somewhat insulated to the pressure it has experienced in the broadly syndicated market, we have felt our private equity sponsor clients prioritizing certainty and working with lenders who have stable scalable capital basis versus simply driving to the most aggressive terms. The market dislocation in Q4 also allowed us to get more involved in parts of the market this quarter than we had previously shied away from because we didn't find the risk adjusted returns to be particularly compelling. Specifically, I'm referring to the upper middle market, companies with greater than $60 million of EBITDA as well as second lien term loans. As the markets capitulated, private equity firms and banks turned to lenders like Carlyle, large nimble platforms with flexible pools of capital that are able to structure and execute complex transactions quickly. Let me give an example of what I mean. We were approached by one of our top private equity sponsor clients who was looking to pre-empt a process to acquire an upper middle market company in the industrial storage space. Their priorities were sales, speed, certainty and confidentiality. We were mandated co-lead on the $710 million financing including holding the entire $150 million second-lien term loan. It’s important to note that our platform committed significantly more capital to this financing than what is held in TCG BDC. The continued expansion of Carlyle’s direct lending pools and capabilities…

Thanks Grishma. Today I’ll discuss three main topics. Our first quarter financial results, performance of the portfolio, then valuations and impact of mark-to-market on our results for the quarter. Total investment income for the first quarter was $55 million which is down about a million compared to the fourth quarter. The modest decrease largely was due in a lower income from OID acceleration and prepayment fees given that repayments were elevated in the fourth quarter that unusually low in the first quarter. A partial offset during the first quarter was an increase in core interest income from the growing portfolio. Total expenses were $28 million in the quarter compared to $27 million in the prior quarter. The largest component of the increase was higher interest expense driven primarily by higher average outstanding debt which increased in line with growth in net originations. The end result was net investment income for the quarter of about $28 million or $0.45 per share and that compares to an average of $0.43 over the last six quarters since our IPO and our regular dividend declared of $0.37 per share. Mike and I have both made references to term core interest income. By this, we mean regular interest income on the investment portfolio excluding any one-time OID acceleration, prepayment fees or transaction fees. We're able to achieve this level of earnings in the first quarter despite a relatively low level of one-time income. In fact this core interest income alone is now able to cover our regular dividend. Of note on May 6th, our Board of Directors declared the regular dividend for the second quarter of 2019 at the same $0.37 per share and as payable to shareholders of record as the close of business on June 28. On the financing front, we finished the…

Thank you, Tom. In closing, we're very pleased with our first quarter results. While the market continues to present challenges from a competitive standpoint, we believe our company is well-positioned to compete in today's market and deliver consistent results to our shareholders. That concludes our prepared remarks. We'd like to thank you all for dialing in this morning and we'd be happy to open the line for questions at this time.

Thank you. [Operator Instructions] We do have a question from Rick Shane with JPMorgan.

Good morning guys. Can you hear me?

Sure, Rick. Yes.

Sorry, I dropped off the line and I want to make sure I was got queued back in. In terms of the transaction that's being restructured where the sponsors coming back in, do you expect that you'll have an ongoing investment there after you repaid nine to 12 months?

Good morning, Rick. This is Tom. In that particular transaction, we expect that will be a sale of the business and will be repaid in full and we'll not have a continuing position in the borrow.

Okay, great. And is your expectation that you'll get full principal recovery on that or will there be any principal write-down?

We're anticipating full recovery.

Okay, great. That's it from me. Thank you guys.

Thanks Rick.

Thank you. Our next question comes from Finian O'Shea with Wells Fargo Securities.

Hi guys, good morning. Thank you. Grishma hearing some of your remarks on the asset based strategy, you talked about how this deal flow started this quarter given a more recent senior hire. Can you kind of talk about internal resources and beyond the BDC, how you're able to assemble asset based lending given it's from my understanding of more labor intensive endeavors. Is this something that you're able to bring in outside of the BDC Group or is this something you've been building beyond the announced senior hire?

Sure, it’s good question. Thanks Fin. So there are kind of two important components to the strategy and the way they were thinking about it, the first is on the origination side and a big part of our thesis when we were exploring the space and then made the decision to enter it was and you've heard this from us in the past is what part of obviously the broader credit platform and to get the benefits of that and then the broader firm. And so the thesis is that, we're generating a tremendous amount of origination activity and sourcing across the platform in the firm particularly in certain industry silos where ABL is Stretch ABL is really relevant, consumer and retail in particular. So the thesis is that we're going to be seeing a fair amount of deal flow within everything that we do in direct lending as well as away from direct lending across the firm. As we continue to see more opportunities in the space, we’re going to be building up the team, so there are a couple of new hires that we'll be supporting David Storr who is the Executive that we've brought over about six to nine months ago to continue to build up the effort and that will be focused on the underwriting, the investing and the execution side of the business.

And Fin, this is Mike. One thing that I would add to that is that the intended part of the ABL market that we're targeting is as Grishma mentioned, the Stretch ABL sitting behind what you traditionally think of as regular way of ABL that's highly intensive with respect to collateral analysis and the like. So that element isn't necessary with our approach but certainly the resources with respect to the people that we’ll be bringing on to execute the broader Stretch ABL strategy will be where our focus is.

Sure. That's helpful, thank you. And then just one more on sort of the growth in sponsored group. I think going back through the earnings releases you've had a pretty consistent group of sponsors and you've grown in this time obviously on an asset level. So the question would be, how much more can you grow share with your sponsor base. Is there still runway there or are you making a more acute effort to more, more meaningfully expand that?

So we particularly over the last couple of years where we've been focused on is identifying probably 40 to 50 middle market private equity sponsors that we have spent a lot of time with. We understand their track record, how they invest, how they behave during good times and in bad times and really deepening our relationship with them and capturing as much market share with the goal being that we see virtually all of the opportunities that they're looking at. We play a very active role in all the opportunities that they are focused on securing and winning and have a real shot, if we want it in leading the financing. And so in many ways especially given where we are in the cycle, we really sort of double down on a group of sponsors that we've identified as particularly important in core to our business strategically. With that said, we capture a really wide origination net and we have broad deep relationships with a lot of private equity sponsors. And so it comes down to fundamental credit investing as well. So I'd say there's plenty of white space that exists within our core sponsors and you see that 75% plus investment rates with repeat sponsors but we have plenty of white space outside of them as well. And we have really good deep relationships with them. So I'd say, it's a combination of both of them with a focus on kind of our Top Tier 1 sponsors.

Sure, that's helpful. Thank you.

Thank you. Our next question comes from Ryan Lynch with KBW.

Hey good morning. Thanks for taking my questions. The first one has to do with the comment regarding the $0.20 of spillover income as well as the special dividend you guys are considering. Is it the thought process that you guys are potentially going to pay out that full $0.20 of spillover that you currently have or do you guys want to always maintain some level of spillover income going forward?

Good morning, Ryan and thanks for the question. As we look at that traditionally, we've accumulated the undistributed surplus over the course of the year and paid that out in the fourth quarter. This year, it’s accumulated more rapidly into a reasonable size that we would expect to size that amount not necessarily the full $0.20 but a portion of that and pay that as the special dividend declaring in June timeframe very similar to how we've approached it in the past declaring in the fourth quarter for that that surplus that has been generated over the year. In that last year, it reached at year-end a $0.20 number and at this point in the year, we’re at $0.20 wanted to be cognizant responsive to getting that money back to the shareholders. So that's in the coming weeks we’ll size exactly how much of that $0.20 we'll be paying out. And we will declare that in the June timeframe.

Okay. And then as far as you guys mentioned your guys leverage target of 1 to 1.4 times debt to equity, which is unchanged. You guys are now within that targeted range at the end of the first quarter. The market backdrop in the current environment we're at, that leverage ranges it's a pretty wide range. Do you guys foresee yourself trying to continue to move up and run at the upper end of that range or where do you kind of see your target today given the market environment that we're in?

Another good question, Ryan. Much like, I think this quarter is a good representation of how we think about it and how we utilize it. We had a year -- we had a quarter with what we thought, I thought were exceptional origination investment opportunities. The other dynamic was lower repayments. And so that leverage was utilized to fund that growth and that was exactly what we'd look to do and we think that's the highest and best use of that leverage and that is identifying good opportunities and allowing that to move our leverage into that 1 to 1.4 times. I don't really view the operating anywhere within that 1 to 1.4 is being dramatically different given the preponderance of our assets being in the first-lien space, we think that's a very comfortable range. And then you have the added cushion up to 2.0 that we look at is simply being available there in the event of high market volatility where you'd have pressure on valuations in sort of an unforeseen at this time. So I don't again, I just reiterate that we really don't change our investment process or approach, if there are good opportunities and we have a very high standard at this point. We have target with respect to the cyclicality of businesses that we’ll accept or won't accept and in various sectors. So all of that going in to frame our view with respect to the bar which we’re looking to make sure our investments meet. But as long as that growth is comfortably covered and allowed for within the context of the increased leverage from 1 to 1.4, we're comfortable to operate within that band.

Okay, understood. Those are all my questions, I appreciate the time today.

Thank you.

Speakers, I'm showing no further questions in the queue. At this time, I'd like to turn the call back over to management for any closing remarks.

Thanks for your time and attention today. If you have any follow-ups, feel free to call Investor Relations throughout the day. Otherwise we look forward to speaking with you again next quarter.

Ladies and gentlemen, thank you for participating in today's conference. This concludes the program. You may all disconnect and have a wonderful day.