UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the fiscal year ended December 31, 2024

 OR

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

 Commission File Number 814-01685

 Senior Credit Investments, LLC

 (Exact name of Registrant as specified in its Charter)

 Delaware

 92-1313185

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 520 Madison Avenue, 12th Floor
 New York, New York

 10022

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code: ( 212) 284-3474

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading
 Symbol(s)

 Name of each exchange on which registered

 None

 None

 None

 Securities registered pursuant to Section 12(g) of the Act:

 Common Limited Liability Company Units

 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

 Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 There is currently no established public market for the Registrant's limited liability company units of beneficial interest (the "units" or the "common units"). As of March 24, 2025, the registrant had 97,607 common units outstanding.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 FORWARD-LOOKING STATEMENTS

 This report contains forward-looking statements that involve substantial risks and uncertainties, which can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "anticipate," "project," "estimate," "intend," "continue" or "believe" or the negatives thereof or other variations thereon or comparable terminology. Statements that contain these words should be read carefully because they discuss Senior Credit Investments, LLC (the "Company," "we," "our," or "us") plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. The forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company ("BDC") and the expected performance of, and the yield on, debt investments in our portfolio companies (the "Portfolio Companies"), each of which is a borrower or with which we have some other form of investment. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under "Item 1A. Risk Factors" in this report, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in the forward-looking statements contained in this report. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operation and financial position. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. Unitholders should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements and projections contained in this report. Unitholders are advised to consult any additional disclosures that we may make directly to our unitholders or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

 The following factors are among those that may cause actual results to differ materially from our forward-looking statements in this report:

 • changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effects of inflation;

 • our future operating results;

 • our business prospects and the prospects of our Portfolio Companies;

 • the impact of investments that we expect to make;

 • the impact of increased competition;

 • our contractual arrangements and relationships with third parties;

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

 • the ability of our prospective Portfolio Companies to achieve their objectives;

 • any bankruptcy, insolvency or restructuring of a Portfolio Company;

 • the relative and absolute performance of Jefferies Credit Management LLC (the "Investment Adviser");

 • our actual and future financings and investments;

 • our use of financial leverage;

 • the potential need for liquidity in the portfolio;

 • our ability to make distributions;

 • the adequacy of our cash resources and working capital;

 • the timing and amount of cash flows, distributions and dividends, if any, from investments in our Portfolio Companies;

 • changes in interest rates, including the Secured Overnight Financing Rate ("SOFR");

 • changes to the fair value of our investments;

 • the impact of future acquisitions and divestitures at the Portfolio Companies in which we invest;

 • the effect of changes in tax laws and regulations and interpretations thereof;

 • the tax status of the enterprises in which we may invest;

 • our ability to maintain our qualification as a BDC and as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code");

 • actual and potential conflicts of interest with the Investment Adviser and its affiliates;

 • the ability of the Investment Adviser to attract and retain highly talented professionals;

 • the impact on our business from new or amended legislation or regulations;

 • the availability of credit and/or our ability to access equity and capital markets;

 • currency fluctuations, particularly to the extent that we receive payments denominated in currency other than U.S. dollars; and

 • impact of terrorism and armed conflicts around the world on the global economy (including the war in Ukraine and Russia and conflict in the Middle East).

 Summary of Risk Factors

 The following is only a summary of the principal risks that may materially adversely affect our business, financial condition results of operations and cash flows. Investing in our securities involves a high degree of risk. The following should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth in the section entitled "Item 1A. Risk Factors" in this report.

 Risks Relating to Our Business and Structure

 • Senior Credit Investments LLC is a relatively new company and has a limited operating history.

 • We are dependent upon management personnel of our Investment Adviser for our success, and our financial condition and results of operations depend on our Investment Adviser's ability to manage our future growth effectively.

 • We operate in a highly competitive market for investment opportunities.

 Risks Relating to Our Portfolio Company Investments

 • Our investments are risky and speculative.

 • Investing in companies in the middle market involves a number of significant risks.

 • We will generally not be in a position to exercise control over our Portfolio Companies or to prevent decisions by management of our Portfolio Companies that could decrease the value of our investments.

 Risks Related to the Investment Adviser and its Affiliates; Conflicts of Interest

 • Our Investment Adviser, its principals, investment professionals and employees and the members of its Investment Committee have certain conflicts of interest.

 • Our Investment Adviser will be paid the management fee even if the values of the investments decline, and our Investment Adviser's incentive fee may create incentives for it to make certain kinds of investments.

 • The incentive fee is based on pre-incentive fee net investment income.

 Risks Related to Our Operation as a Business Development Company

 • Our operation as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility. In addition, if we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company, which would subject us to additional regulatory restrictions.

 • Regulations governing our operation as a BDC affect our ability to, and the way in which we raise additional capital. These constraints may hinder our Investment Adviser's ability to take advantage of attractive investment opportunities and to achieve our investment objective.

 • If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy, which would have a material adverse effect on our business, financial condition and results of operations.

 Risks Related to Debt Financing

 • We borrow money, which may magnify the potential for gain or loss and may increase the risk of investing in us.

 • We will be exposed to risks associated with changes in interest rates.

 Federal Income Tax Risks

 • The Company will be subject to corporate-level U.S. federal income tax on all of its net income if it is unable to maintain regulated investment company ("RIC") tax treatment under the Code.

 • The Company has elected to be treated and intends to operate in a manner so as to qualify each taxable year thereafter, as a RIC under the Code.

 • Tax laws are subject to changes which may adversely affect the Company.

 Risks Relating to the Offering and to Our Common Units

 • Investors in offerings after the initial closing could receive fewer units of common units than anticipated.

 • Our common units are subject to significant transfer restrictions, and an investment in our common units generally will be illiquid.

 • Investing in our common units involves an above average degree of risk.

 Item 1. Business.

 Senior Credit Investments, LLC is a private, perpetually offered, externally managed, non-diversified, closed-end management investment company, which has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The Company has elected to be treated, and expects to qualify annually, as a RIC under Subchapter M of the Code.

 Our investment objective is to generate both current income and capital appreciation by investing primarily in senior secured loans to U.S. companies in the upper middle market. We generally use the term "upper middle market" to refer to large companies with annual earnings before interest expense, income tax expense, depreciation and amortization, or "EBITDA," greater than $75 million. However, we may from time to time invest in smaller companies. We focus on companies backed by private equity sponsors and our capital is typically used by companies to support business growth, acquisitions, leveraged buyouts, refinancing or recapitalizations, and other related activity.

 We believe companies in the upper middle market exhibit characteristics that benefit investors, such as operational scale, breadth of products and services, customer and supplier diversity, and geographic reach which our investment team evaluates in relation to the historical and expected financial profile of each potential investment. Although we believe that extending credit to upper middle market companies in the United States provides opportunities to earn attractive risk adjusted returns, our investment strategy is intended to generate favorable returns across all credit cycles with an emphasis on preserving capital.

 Our origination of new investment opportunities is differentiated by our Investment Adviser's affiliation with Jefferies Financial Group Inc. ("Jefferies Financial Group") and its U.S. investment banking subsidiary, Jefferies LLC ("Jefferies"). We believe this affiliation provides our Investment Adviser with access to a substantial flow of investment opportunities that allows our Investment Adviser to be significantly more selective than investment advisers with less access to deal flow. By leveraging relationships with private equity sponsors and corporate clients that have been developed across the Jefferies Finance LLC ("JFIN") platform, our Investment Adviser is positioned to select a portfolio of upper middle market loans with attractive risk adjusted returns.

 Targeted loan investments are typically floating rate instruments that often pay current income on a quarterly basis, and we look to generate return from a combination of ongoing interest income, original issue discount, upfront fees, call protection, prepayments and related fees. In the case of investments acquired in the secondary market, we may also generate return from the purchase discount to par. Our investments generally have stated terms of five to eight years, and the expected average life of our investments is generally three years. Our investments will consist primarily of funded senior secured term loans, though we may invest in unfunded commitments in the form of revolving credit facilities or delayed draw term loan facilities. The targeted size of each investment will vary with the size of our capital base and other factors as determined by the Investment Adviser. Our intention is generally to distribute, out of assets legally available for distribution, substantially all of our available earnings, on a monthly basis, as determined by our board of directors (the "Board" or the "Board of Directors") in its sole discretion.

 The Investment Adviser

 Our investment activities are managed by the Investment Adviser, an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), under an investment advisory agreement between the Company and the Investment Adviser (the "Investment Advisory Agreement"). The Investment Adviser is an indirect subsidiary of JFIN, a Delaware limited liability company, and a registered investment adviser under the Advisers Act. JFIN is a joint venture between (i) Jefferies Financial Group (a publicly traded company and the parent company for Jefferies, a global securities and investment banking firm), and (ii) Massachusetts Mutual Life Insurance Company ("MassMutual"). The Investment Adviser, together with JFIN and its subsidiaries are referred to herein collectively as "Jefferies Finance." Jefferies Financial Group, together with its subsidiaries, are referred to herein collectively as "Jefferies Financial Group" or "JFG."

 The Administrator

 Alter Domus (US) LLC (the "Administrator"), serves as our administrator. The Administrator is responsible for providing various accounting and administrative services to us including accounting, legal, compliance, operations, technology and investor relations, and preparation of financial reports provided to the Company's unitholders and filed with the Securities and Exchange Commission ("SEC").

 Market Opportunity

 We believe there is an attractive market opportunity to provide debt financing to U.S. companies in the upper middle market, which refers to large companies with EBITDA greater than $75 million. We believe companies in the upper middle market exhibit characteristics that benefit investors, such as operational scale, product breadth, customer and supplier diversity, and geographic reach. We believe the market opportunity for financing solutions continues to be strong for the following reasons:

 • Private equity dry powder to invest. Ownership of U.S. domestic companies by private equity firms has grown considerably over time. We believe there is a large pool of un-invested private equity capital for middle-market businesses. We expect private equity firms will seek to leverage their investments by combining equity capital with senior secured loans and subordinated debt from other sources such as us. Against this backdrop of anticipated ongoing private equity investment, we believe private credit is poised to continue its growth as an attractive financing alternative.

 • Private credit offers key benefits to private equity sponsors. Private credit offers key benefits including dependability during volatile markets and certainty of financing cost. In addition, debt capital markets experience volatility and may close from time to time. The resulting lack of access to debt financing, and the potential lack of future access, provides an incentive for private equity sponsors to seek

 financing alternatives, including private credit. The partnership nature of private credit has increasingly made it a preferred financing method for private equity sponsors.

 • Value of private equity sponsor backing. Private equity sponsors provide important benefits to lenders. In the upper middle market, borrowers have often been owned by one or more private equity firms as they have grown and matured. Their sponsor owners may put in place additional reporting systems, add seasoned managers or bolster existing management teams, support growth initiatives and in many cases have invested considerable cash equity. For these reasons, sponsor-backed companies benefit from considerable support that we believe provides additional benefits.

 • Floating rate loan investments. Private credit loans are primarily floating rate investments. As such, we believe investors may benefit from periods of higher market interest rates, including SOFR. During periods of lower interest rates, investors may benefit from minimum SOFR rates, or "floors" that may be documented.

 Potential Competitive Strengths

 The Jefferies Platform and Sourcing Advantage: Our origination of new investment opportunities is differentiated by our Investment Adviser's affiliation with Jefferies Financial Group and its U.S. investment banking subsidiary, Jefferies. Through relationships with private equity sponsors and corporate clients that have been developed across the platform, our Investment Adviser is positioned to select a portfolio of upper middle market loans with attractive risk adjusted returns. The relevance of the Jefferies platform to our sponsor partners creates access to deal flow that allows us to maintain a disciplined and highly selective investment underwriting process. Jefferies serves as a strategic partner to private equity firms and their portfolio companies. Through these client relationships that have been developed across the platform, and the related financing opportunities that may be generated, our Investment Adviser is well positioned to source new investment opportunities.

 Experienced Investment Team: The Investment Adviser's senior leadership is cycle tested and average over 30 years of relevant experience structuring, underwriting and managing loans in all phases of the credit cycle. The investment team is comprised of seasoned professionals with significant private credit investing experience. The team draws on a diverse array of skill sets, spanning fundamental credit analysis and portfolio management, as well as legal and transactional structuring expertise. The investment team has significant processes and procedures in place, including proprietary information technology systems, to monitor and evaluate the performance of its investments at the asset level. In addition, the investment team has extensive risk management capabilities, which have been developed and honed over many investment cycles. This risk monitoring is designed to minimize the risk of capital loss and maintain an investment portfolio that is expected to perform in a broad range of economic conditions.

 Strong, Long-Term Track Record: The Investment Adviser's affiliate, Jefferies Finance, has been investing for over two decades in senior secured loans to sponsor owned companies.

 The Board of Directors

 Overall responsibility for the Company's oversight rests with the Board. We have entered into the Advisory Agreement with the Investment Adviser, pursuant to which the Investment Adviser manages the Company on a day-to-day basis. The Board is responsible for overseeing the Investment Adviser and other service providers in our operations in accordance with the provisions of the Investment Company Act, our Bylaws and applicable provisions of state and other laws. The Investment Adviser will keep the Board well informed as to the Investment Adviser's activities on our behalf and our investment operations and provide the Board with additional information as the Board may, from time to time, request. The Board is currently composed of five members, four of whom are not "interested persons" as defined in the Investment Company Act. These four individuals are referred to as "Independent Directors."

 Investment Selection and Process

 The Investment Team

 The Investment Adviser's investment team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring our investments and monitoring and servicing our investments. As of December 31, 2024, the investment team is comprised of 56 professionals, all of whom are dedicated to investment selection, analysis and portfolio management. In addition, the Investment Adviser and its affiliates have risk management, legal, accounting, tax, information technology and compliance personnel, among others, who provide services to us. We benefit from the expertise provided by these personnel in our operations.

 The investment team has a long history of investment in loans and utilizes a disciplined bottom-up, fundamental credit approach to lending. Diligence is typically led by underwriting team leaders who are organized by sector according to their expertise. Once a loan has been made, members of the Investment Adviser's underwriting team will monitor performance of the business. This ensures that the underwriting team gains ongoing market knowledge and experience through the subsequent performance of our Portfolio Companies. The structure and culture of the investment team is intended to foster communication, teamwork and transparency during investment selection.

 All investment decisions are made by an investment committee of the Investment Adviser (the "Investment Committee"), which consists of four members led by Thomas Brady and includes Jason Kennedy, the chief investment officer of our Investment Adviser, John Liguori and E. Joseph Hess. The unanimous approval of the Investment Committee, at which a quorum is present, is required to commit us to an investment. We expect to benefit from the extensive and varied relevant experience of the investment professionals serving on the Investment Committee, which includes expertise in private debt, broadly syndicated and traded term loans, leveraged buyouts, workouts and restructuring. Members of the Investment Committee have an average of more than 30 years of relevant experience investing through multiple cycles.

 The purpose of the Investment Committee is to evaluate and approve, as deemed appropriate, all investments by our Investment Adviser. The Investment Committee process is intended to bring the significant experience and perspectives of the Investment Committee's members to the analysis

 and consideration of every investment. The Investment Committee also serves to provide investment consistency and adherence to our Investment Adviser's investment philosophies and policies.

 Investment Criteria

 We are committed to a value-oriented philosophy implemented by our Investment Adviser, which manages our portfolio and seeks to achieve attractive risk-adjusted returns with an emphasis on preserving capital. We have identified criteria that the Investment Adviser believes are important in identifying and investing in prospective Portfolio Companies. These criteria provide general guidelines for our investment decisions. However, not all of these criteria will be met by each prospective Portfolio Company in which we choose to invest. Generally, we seek to use our experience and access to market information to identify investment candidates and to structure investments effectively.

 Our investment criteria includes evaluation of the following attributes:

 • expectations for industry stability and the borrower's market position;

 • expectations for future growth of the industry and of the borrower;

 • diversification of the customer base, supplier base, and product portfolio;

 • financial track record and evaluation of the historical growth;

 • historical and expected capital expenditure and net working capital requirements;

 • historical and proposed capital structure and expectations for free cash flow;

 • historical and expected liquidity;

 • experience and performance of the management team;

 • sector experience and performance of the financial sponsor or owner; and

 • stated corporate strategy.

 Our due diligence typically includes:

 • review of historical and prospective financial information;

 • review of the capital structure;

 • analysis of the business and industry in which the company operates;

 • review of loan documents;

 • analysis of available third-party diligence reports; and

 • review of the Portfolio Company's management, products and services, industry, markets, and competitors.

 Upon the completion of due diligence and a decision to proceed with an investment in a company, the team leading the investment presents the investment opportunity to our Investment Committee. This committee determines whether to pursue the potential investment. All new investments are required to be reviewed by the Investment Committee. The members of the Investment Committee do not receive separate compensation from the Company.

 Investment Process

 Our Investment Adviser employs a disciplined and comprehensive underwriting and diligence process that focuses on all areas of a prospective Portfolio Company's business, financial and credit profile while seeking to identify, understand and address key credit risks. The underwriting process is designed to help our Investment Adviser evaluate the prospective Portfolio Company's key underlying credit attributes.

 Diligence is typically led by underwriting team leaders who are organized by sector according to their expertise. The investment team has a long history of credit investing and utilizes a disciplined bottom-up, fundamental credit approach to lending with a focus on capital preservation.

 Due Diligence

 If our Investment Adviser decides to move forward with the underwriting process following an internal deal screen with senior management, the deal team completes an in-depth due diligence process. During the diligence process, the deal team, through conversations with the sponsor and the prospective Portfolio Company's management team, generates a comprehensive review of the prospective Portfolio Company's financial status and suitability as an investment for the Company. Additionally, senior Investment Adviser investment professionals and the Investment Adviser's legal team work through the credit documentation process. Once the deal team has completed the due diligence process, they will present their recommendations to the Investment Committee.

 Investment Approval

 At the conclusion of the underwriting process, the Investment Committee will review the investment team's recommendation. The Investment Committee may approve or decline each of the Investment Adviser's investment opportunities. The unanimous approval of the Investment Committee, at which a quorum is present, is required to commit the Investment Adviser to an investment.

 Monitoring

 Members of the Investment Adviser's sector underwriting team continue to monitor the investments in Portfolio Companies following completion of the investment. In addition, certain members of the Investment Adviser's team are dedicated to monitoring the entirety of our investment portfolio. The Investment Adviser monitors each Portfolio Company's performance against original projections, reviews annual budgets and updated forecasts, tracks compliance with financial covenants, and regularly re-evaluates risks, mitigants, and compliance with certain environmental, social and governance considerations identified during the underwriting process as well as those that arise after the investment is closed.

 Investments

 As of December 31, 2024, the fair value of our investments was approximately $318.6 million in 50 Portfolio Companies. All of our investments at December 31, 2024 were in senior secured first lien debt, common stock, and preferred stock of U.S. companies. We had outstanding commitments to fund senior secured first lien delayed draw terms loans and revolvers totaling $61.9 million. See Consolidated Schedule of Investments as of December 31, 2024, in our consolidated financial statements for more information on these investments.

 Formation Transaction

 Prior to our election to be regulated as a BDC, on June 30, 2023, we entered into a sale and contribution agreement with JFIN and certain of its wholly-owned subsidiaries to acquire an initial portfolio of upper middle market loans and commitments for $78.5 million (the "Warehouse Portfolio"), subject to certain purchase price adjustments to give effect to repayments of any underlying loans and/or drawings under any unfunded commitments. The acquisition of the Warehouse Portfolio was subject to certain closing conditions and the Company had no obligation to purchase the Warehouse Portfolio until such time as (i) the Company's registration statement on Form 10 had become effective in accordance with the Securities Exchange Act of 1934, as amended ("Exchange Act"), and (ii) the Company had received equity commitments in an amount and on terms and conditions reasonably satisfactory to the Company and committed long-term debt financing on terms and conditions reasonably satisfactory to the Company in an amount that, taken together with the equity commitments received by the Company, is sufficient to pay the purchase price and related fees and expenses assuming that the Company utilizes the maximum amount of leverage permitted by applicable law and regulations.

 On December 4, 2023, the Company entered into a loan agreement (the "Bridge Facility") with the Company, as the borrower and JFIN as the lender. Under the Bridge Facility, JFIN loaned the Company an aggregate principal amount of $71.7 million. On December 4, 2023, the Company completed the acquisition of the Warehouse Portfolio for a total purchase price of $71.7 million. On December 7, 2023, the Company repaid the Bridge Facility in its entirety, and the Bridge Facility was subsequently terminated.

 On December 7, 2023, we had our initial closing and sold 29,958 units for a total price of approximately $56.0 million.

 Allocation of Investment Opportunities

 Overview

 Our investment objectives and investment strategies are similar to those of other Accounts (as defined below) managed within Jefferies Finance, and an investment appropriate for us may also be appropriate for those Accounts. "Accounts" means Jefferies Finance's own accounts, accounts of Jefferies Finance's clients, including separately managed accounts (or separate accounts), pooled investment vehicles and collateralized loan obligations that are sponsored, managed or advised by Jefferies Finance and Affiliate Investment Advisers (as defined below). "Affiliate Investment Advisers" means other Accounts advised by our Investment Adviser or investment advisers affiliated with us. Additionally, personnel of our Investment Adviser also may hold similar positions with our Affiliate Investment Advisers and may approve investments for other Accounts. This creates potential conflicts in allocating investment opportunities among us and such other Accounts, particularly in circumstances where the availability of such investment opportunities is limited, where the liquidity of such investment opportunities is limited or where co-investments by us and such other Accounts are not permitted under applicable law.

 We are prohibited under the Investment Company Act from participating in certain transactions with certain of our affiliates without the prior approval of the "required majority" (as defined in Section 57(o) of the Investment Company Act) of our Independent Directors and, in some cases, of the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the Investment Company Act, and we are generally prohibited from buying or selling any assets from or to, or entering into certain "joint" transactions (which could include investments in the same Portfolio Company) with, such affiliates, absent the prior approval of the "required majority" of the Independent Directors. Our Investment Adviser and its affiliates, including persons that control, or are under common control with us or our Investment Adviser, are also considered our affiliates under the Investment Company Act, and we are generally prohibited from buying or selling any assets from or to, or entering into "joint" transactions with, such affiliates without prior approval of the Independent Directors and, in some cases, exemptive relief from the SEC.

 General Allocation Principles

 Personnel of our Investment Adviser involved in decision-making for Accounts may make allocation related decisions for us and other Accounts by reference to one or more factors, including: the Account's portfolio and its investment horizons, objectives, guidelines and restrictions (including legal and regulatory restrictions); strategic fit and other portfolio management considerations, including different desired levels of investment for different strategies; portfolio concentrations; compliance with debt facilities; the expected future capacity of the applicable Accounts; limits on our Investment Adviser's discretion; cash and liquidity considerations; and the availability of other appropriate investment opportunities. Suitability considerations, reputational matters and other considerations may also be considered. The application of these considerations may cause differences in the performance of different Accounts that have similar strategies.

 Our Investment Adviser may, from time to time, develop and implement new strategies or seek to participate in new investment opportunities and strategies. These opportunities and strategies may not be employed in all Accounts or may be employed pro rata among Accounts, even if the opportunity or strategy is consistent with the objectives of such Accounts.

 Co-Investment Exemptive Relief

 Together with the Investment Adviser, we received an exemptive order from the SEC that permits us to participate in co-investment transactions with certain affiliates of the Investment Adviser and certain funds managed and controlled by the Investment Adviser and its affiliates in transactions that involve the negotiation of certain terms of the securities or loans to be purchased (in addition to price-related terms), subject to certain terms and conditions. Co-investment transactions involving the negotiation of only price-related terms will be entered into in reliance on SEC staff no-action letters. We intend to co-invest, from time to time, with other Accounts (including co-investment or other vehicles in which the Investment Adviser or its personnel invest and that co-invest with such other Accounts) in portfolio investments that are suitable for both the Company and such other Accounts. Even if the Company and such other Accounts invest in the same securities, conflicts of interest may still arise. For example, it is possible that as a result of legal, tax, political, regulatory, accounting or other considerations, the terms of such investment (including with respect to price and timing) for the Company and/or such other Accounts may not be the same. Additionally, the Company and/or such other Accounts may have different expected termination dates and/or investment objectives (including target return profiles) and the Investment Adviser, as a result, may have conflicting goals with respect to the price and timing of disposition opportunities. See "Item 13. Certain Relationships and Related Transactions, and Director Independence—Transactions with Related Persons—Co-Investment Relief" for additional information.

 Competition

 Our primary competitors provide financing to companies in the upper middle market and include other BDCs, commercial and investment banks, commercial financing companies, alternative asset managers, private funds, including hedge funds, joint ventures involving a combination of any of the foregoing, and, to the extent they provide an alternative form of financing, private equity funds. Some of our existing and potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us.

 In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the Investment Company Act imposes on us as a BDC.

 While we expect to use the Investment Adviser's investment professionals to which we have access to assess investment risks and determine appropriate pricing for our investments, we do not seek to compete primarily based on the interest rates we offer and the Investment Adviser believes that some of our competitors may make loans with interest rates that are comparable to or lower than the rates we offer. Rather, we compete with our competitors based on our reputation in the market, our existing investment platform, the seasoned investment professionals of our Investment Adviser, our experience and focus on companies in the upper middle market, our disciplined investment philosophy, our extensive industry focus and relationships and our flexible transaction structuring.

 Private Offering

 We offer and sell our common units in transactions exempt from registration under the Securities Act of 1933, as amended ("Securities Act"), under Regulation D and Regulation S (the "Private Offering"). Each purchaser will be required to represent that it is (i) either an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act or, in the case of common units sold outside the United States, is not a "U.S. person" in accordance with Regulation S of the Securities Act and (ii) is acquiring the common units purchased by it for investment and not with a view to resale or distribution. Investors who make a commitment to purchase our units (each, a "Capital Commitment" or "Commitment") in the Private Offering are required to complete, execute and deliver a subscription agreement (a "Subscription Agreement"), and related documentation, which include customary representations and warranties, certain covenants and restrictions and indemnification provisions. Additionally, such investors could be required to provide due diligence information for compliance with certain legal requirements.

 Emerging Growth Company

 We are an "emerging growth company," as defined by the Jumpstart Our Business Startups Act of 2012, or the "JOBS Act." As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies. For so long as we remain an emerging growth company, we will not be required to:

 • have and auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 • submit certain executive compensation matters to shareholder advisory votes pursuant to the "say on frequency" and "say on pay" provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute" provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or

 • disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer's compensation to median employee compensation.

 In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. This means that an emerging growth company can delay adopting certain accounting standards until such standards are otherwise applicable to private companies.

 We will remain an emerging growth company for up to five years, or until the earliest of: (1) the last date of the fiscal year during which we had total annual gross revenues of $1.235 billion or more; (2) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (3) the date on which we are deemed to be a "large accelerated filer" as defined under Rule 12b-2 under the Exchange Act.

 We do not believe that being an emerging growth company will have a significant impact on our business. We have elected to use the extended transition period for complying with new or revised accounting standards available to emerging growth companies. Also, because we are not a large accelerated filer or an accelerated filer under Section 12b-2 of the Exchange Act, and will not be for so long as our common units are not traded on a securities exchange, we will not be subject to auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act even once we are no longer an emerging growth company. In addition, so long as we are externally managed by the Investment Adviser and we do not directly compensate our executive officers, or reimburse the Investment Adviser or its affiliates for the salaries, bonuses, benefits and severance payments for persons who also serve as one of our executive officers or as an executive officer of the Investment Adviser, we do not expect to include disclosures relating to executive compensation in our periodic reports or proxy statements and, as a result, do not expect to be required to seek shareholder approval of executive compensation and golden parachute compensation arrangements pursuant to Section 14A(a) and (b) of the Exchange Act.

 Employees

 We do not currently have any employees. Our day-to-day operations are managed by our Investment Adviser. Services necessary for our business are provided by individuals who are employees of the Investment Adviser or its affiliates pursuant to the terms of the Investment Advisory Agreement, which such employees we believe have the skills applicable to our business plan, including experience in upper middle market investing, leveraged finance and capital markets.

 Regulation as a Business Development Company

 The following discussion is a general summary of the material prohibitions and descriptions governing BDCs generally. It does not purport to be a complete description of all of the laws and regulations affecting BDCs.

 Qualifying Assets

 Under the Investment Company Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the Investment Company Act, which are referred to herein as "qualifying assets," unless, at the time the acquisition is made, qualifying assets (not including certain assets specified in the Investment Company Act) represent at least 70% of the BDC's total assets. The principal categories of qualifying assets relevant to our proposed business are any of the following:

 (1) Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules and regulations as may be prescribed by the SEC. An eligible portfolio company is defined in the Investment Company Act as any issuer that;

 a. is organized under the laws of, and has its principal place of business in, the United States

 b. is not an investment company (other than a small business investment company wholly-owned by the BDC) or a company that would be an investment company but for certain exclusions under the Investment Company Act; and

 c. satisfies any of the following:

 • does not have any class of securities listed on a national securities exchange or has a class of securities listed on a national securities exchange but has an aggregate market value of outstanding common equity of less than $250 million;

 • is controlled by a BDC or a group of companies including a BDC, and the BDC has an affiliated person who is a director of the eligible portfolio company; or

 • is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.

 (2) Securities of any eligible portfolio company that we control.

 (3) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

 (4) Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own at least 60% of the outstanding equity of the eligible portfolio company.

 (5) Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of options, warrants or rights relating to such securities.

 (6) Cash, cash items, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

 Managerial Assistance to Portfolio Companies

 A BDC must be organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) under " — Qualifying Assets," above. However, in order to count portfolio securities as qualifying

 assets for the purpose of the 70% test, the BDC must also either control the issuer of the securities or offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance (as long as the BDC does not make available significant managerial assistance solely in this fashion). Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. A BDC may charge a fee for providing such managerial assistance.

 Temporary Investments

 As a BDC, pending investment in other types of "qualifying assets," as described above, our investments may consist of cash, cash items (such as money market funds), U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets.

 Leverage and Senior Securities

 The Company is permitted, under specified conditions, to issue one class of senior security representing indebtedness in one or more series and one class of equity securities senior to our common units if the Company's asset coverage, as defined in the Investment Company Act, would at least equal 150% immediately after each such issuance. We currently intend to employ leverage as market conditions permit, subject to oversight of our Board and the limitations set forth in the Investment Company Act. On September 12, 2023, our sole initial unitholder approved the adoption of this 150% threshold pursuant to Section 61(a)(2) of the Investment Company Act. As defined in the Investment Company Act, asset coverage of 150% means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities. In addition, while any senior securities remain outstanding, the Company will be required to make provisions to prohibit any dividend distribution to unitholders or the repurchase of such securities or shares unless the Company meets the applicable asset coverage ratios at the time of the dividend distribution or repurchase. The Company will also be permitted to borrow amounts up to 5% of the value of its total assets for temporary purposes, which borrowings would not be considered senior securities. A loan is presumed to be made for temporary purposes if it is repaid within 60 days and is not extended or renewed; otherwise it is presumed to not be for temporary purposes.

 We have established one or more credit facilities and/or subscription facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. Our existing financing facility bears, and it is anticipated that any such credit facilities will bear interest at floating rates at to be determined spreads over a specific reference rate. We cannot assure unitholders that we will be able to enter into a credit facility. Unitholders will indirectly bear the costs associated with any borrowings under a credit facility or otherwise. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on our operations. In addition, from time to time, our losses on leveraged investments may result in the liquidation of other investments held by us and may result in additional drawdowns to repay such amounts.

 We may also create leverage by securitizing our assets (including in CLOs) and retaining the equity portion of the securitized vehicle. We may also from time to time make secured loans of our marginable securities to brokers, dealers and other financial institutions.

 Code of Ethics

 We have adopted a code of ethics pursuant to Rule 17j-1 under the Investment Company Act and have also approved the Investment Adviser's code of ethics in accordance with Rule 17j-1 and Rule 204A-1 under the Advisers Act. These codes of ethics establish, among other things, procedures for personal investments and restrict certain personal securities transactions, including transactions in securities that are held by us. Personnel subject to each code may invest in securities for their personal investment accounts, so long as such investments are made in accordance with the code's requirements. You may obtain copies of the code of ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

 Affiliated Transactions

 We may also be prohibited under the Investment Company Act from knowingly participating in certain transactions with our affiliates without the prior approval of the members of our Board of Directors who are not interested persons and, in some cases, prior approval by the SEC. The SEC has interpreted the Investment Company Act prohibition on governing transactions with affiliates to prohibit certain "joint" transactions involving certain entities that are controlled by a common investment adviser. The staff of the SEC has granted no-action relief permitting purchases of the same class or classes of privately placed securities, provided that certain conditions are met. In certain circumstances, negotiated co-investments made by the Company and other Accounts in private placement securities that involve the negotiation of certain terms of the private placement securities to be purchased (other than price-related terms) may be made only pursuant to an order from the SEC permitting us to do so. Under the terms of the exemptive order on co-investments, we are permitted to co-invest with our affiliates if a "required majority" (as defined in Section 57(o) of the Investment Company Act) of our Independent Directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our unitholders and do not involve overreaching of us or our unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our unitholders and is consistent with our Board of Directors approved criteria.

 Other

 As a BDC, the SEC will periodically examine us for compliance with the Investment Company Act.

 We are required to provide and maintain a bond issued by a reputable fidelity insurance company, to protect against larceny and embezzlement, covering each of our officers and employees, who may singly, or jointly with others, have access to our securities or funds. Furthermore, as a BDC, we are prohibited from protecting any director, officer, investment adviser or underwriter against any liability to us or our unitholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.

 We and our Investment Adviser are each required to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation and designate a chief compliance officer to be responsible for administering the policies and procedures.

 Taxation as a Regulated Investment Company

 We have elected to be treated, and expect to qualify annually, as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. To maintain our status as a RIC, we must, among other things:

 • maintain our election under the Investment Company Act to be treated as a BDC;

 • derive in each taxable year at least 90% of our gross income from dividends, interest, gains from the sale or other disposition of stock or securities and other specified categories of investment income; and

 • maintain diversified holdings so that, subject to certain exceptions and cure periods, at the end of each quarter of our taxable year:

 o at least 50% of the value of our total gross assets is represented by cash and cash items, U.S. government securities, the securities of other RICs and "other securities," provided that such "other securities" shall not include any amount of any one issuer, if our holdings of such issuer are greater in value than 5% of our total assets or greater than 10% of the outstanding voting securities of such issuer, and

 o no more than 25% of the value of our assets may be invested in securities of any one issuer, the securities of any two or more issuers that are controlled by us and are engaged in the same or similar or related trades or businesses (excluding U.S. government securities and securities of other RICs), or the securities of one or more "qualified publicly traded partnerships."

 To maintain our status as a RIC, we must distribute (or be treated as distributing) in each taxable year dividends for tax purposes of an amount equal to at least 90% of our investment company taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gains over net long-term capital losses, as well as other taxable income, excluding any net capital gains reduced by deductible expenses) and 90% of our net tax-exempt income for that taxable year. As a RIC, we generally will not be subject to corporate-level U.S. federal income tax on our investment company taxable income and net capital gains that we distribute to unitholders. In addition, to avoid the imposition of a non-deductible 4% U.S. federal excise tax, we must distribute (or be treated as distributing) in each calendar year an amount at least equal to the sum of:

 • 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year;

 • 98.2% of our capital gains in excess of capital losses for the one-year period ending October 31 in that calendar year; and

 • any net ordinary income and capital gains in excess of capital losses recognized but not distributed in preceding years.

 While we intend to distribute income and capital gains to minimize exposure to the 4% excise tax, we may not be able to, or may choose not to, distribute amounts sufficient to avoid the imposition of the tax entirely. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

 We generally expect to distribute substantially all of our earnings on a monthly basis but will reinvest dividends on behalf of those investors that do not elect to receive their dividends in cash. See "Item 1. Business—Dividend Reinvestment Plan" for a description of our dividend reinvestment plan. One or more of the considerations described below, however, could result in the deferral of dividend distributions until the end of the fiscal year:

 • We may make investments that are subject to tax rules that require us to include amounts in our income before we receive cash corresponding to that income or that defer or limit our ability to claim the benefit of deductions or losses. For example, if we acquire securities issued with original issue discount, that original issue discount may be accrued in income before we receive any corresponding cash payments.

 • In cases where our taxable income exceeds our available cash flow, we will need to fund distributions with the proceeds of sales of securities or with borrowed money, and may raise funds for this purpose opportunistically over the course of the year.

 In certain circumstances (e.g., where we are required to recognize income before or without receiving cash representing such income), we may have difficulty making distributions in the amounts necessary to satisfy the requirements for maintaining RIC status and avoiding U.S. federal income and excise taxes. Accordingly, we may have to sell investments at times we would not otherwise consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain cash from other sources, we may fail to qualify as a RIC and thereby be subject to corporate-level U.S. federal income tax.

 If in any particular taxable year we do not qualify as a RIC, all of our taxable income (including our net capital gains) will be subject to tax at regular U.S. federal corporate income tax rates without any deduction for distributions to unitholders, distributions will be taxable to our unitholders as ordinary dividends to the extent of our current or accumulated earnings and profits, and distributions would not be required. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the unitholder's tax basis, and any remaining distributions would be treated as capital gain. If we fail to qualify as a RIC for a period greater than two consecutive taxable years, to qualify as a RIC in a subsequent year, we may be subject to regular corporate tax on any net built-in gains with respect to certain assets (that is, the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had sold the property at fair market value at the end of the taxable year) that we elect to recognize on requalification or when recognized over the next five years.

 In the event we invest in foreign securities, we may be subject to withholding and other foreign taxes with respect to those securities. We do not expect to satisfy the conditions necessary to pass through to our unitholders their share of the foreign taxes paid by us.

 Important Tax Information

 During the year ended December 31, 2024, the Company designated 95.6% of the dividends paid from net investment company taxable income as Section 163(j) interest dividends.

 Financial Condition, Liquidity and Capital Resources

 We expect to generate cash primarily from (i) the net proceeds of our continuous offering of common units, (ii) cash flows from our operations, (iii) any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities.

 Our primary uses of cash will be for (i) investments in portfolio companies and other investments, (ii) the cost of operations (including paying the Investment Adviser and the Administrator), (iii) cost of any borrowings or other financing arrangements and (iv) cash distributions to the holders of our units.

 Investment Advisory Agreement

 The Investment Adviser provides management services to us pursuant to the Investment Advisory Agreement. Under the terms of the Investment Advisory Agreement, the Investment Adviser is responsible for the following:

 • determining the composition and allocation of the Company's investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes;

 • identify, evaluate and negotiate the structure of investments made by the Company;

 • perform due diligence on perspective Portfolio Companies;

 • execute, close, service and monitor our investments;

 • determine the investments and other assets that the Company shall purchase, retain or sell:

 • negotiate, arrange and obtain financings and borrowing facilities for the Company;

 • exercising voting rights in respect of our investments;

 • provide the company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds; and

 • to the extent permitted under the Investment Company Act and the Advisers Act, on the Company's behalf, and in coordination with any sub-adviser or administrator, provide significant managerial assistance to those Portfolio Companies to which the Company is required to provide such assistance under the Investment Company Act, including utilizing appropriate personnel of the Investment Adviser to, among other things, monitor the operations of such Portfolio Companies, participate in board and management meetings, consult with and advise officers of such Portfolio Companies, and provide other organizational and financial consultation.

 The Investment Adviser may also manage other investment funds and accounts that have investment programs that are similar to ours.

 Compensation of the Investment Adviser

 We will pay the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the unitholders.

 Management Fee

 The management fee shall be calculated at an annual rate of 1.25% of our net assets. For services rendered under the Investment Advisory Agreement, the management fee will be payable quarterly in arrears. The management fee will be calculated based on the average value of our net assets at the end of the most recently completed calendar quarter. For purposes of calculating the management fee, "net assets" means the Company's total assets less liabilities determined on a consolidated basis in accordance with generally accepted accounting principles in the United States ("GAAP"). For the first calendar quarter in which had operations, net assets was measured as the average of net assets at the initial closing and at the end of such first calendar quarter. Substantial additional fees and expenses may also be charged by our administrator.

 Incentive Fee

 The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below.

 Incentive Fee Based on Income

 The portion of the incentive fee that is based on a percentage of our income is based on Pre-Incentive Fee Net Investment Income Returns. "Pre-Incentive Fee Net Investment Income Returns" means, as the context requires, either the dollar value of, or percentage rate of return on the value of our net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from Portfolio Companies) accrued during the calendar quarter, minus our operating expenses accrued for the quarter (including the management fee, expenses payable under an administration agreement with our administrator, and any interest expense or fees on any credit facilities, but excluding the incentive fee and any unitholder servicing and/or distribution fees).

 Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind ("PIK") interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.

 Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of our net assets at the end of the immediate preceding quarter, is compared to a "hurdle rate" of return of 1.75% per quarter (7.0% annualized).

 We will pay the Investment Adviser an incentive fee quarterly in arrears with respect to our Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

 • No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which our Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.75% per quarter (7.0% annualized);

 • 100% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 2.00% (8.00% annualized). We refer to this portion of our Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 2.00%) as the "catch-up." The "catch-up" is meant to provide the Investment Adviser with approximately 12.5% of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 2.00% in any calendar quarter; and

 • 12.5% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 2.00% (8.00% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Investment Adviser.

 These calculations are prorated for any period of less than three months and adjusted for any units issued or repurchased during the relevant quarter.

 Incentive Fee Based on Capital Gains

 The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar quarter in arrears. The amount payable equals:

 • 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP.

 Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. We will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Investment Adviser if we were to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

 The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. For the avoidance of doubt, the incentive fee will be calculated net of our expenses.

 Fee Waiver Agreement

 The Investment Adviser has contractually agreed to waive the management fee and the incentive fee through December 31, 2025, unless sooner terminated by (a) the vote of a majority of our Independent Directors and (b) by a vote of a majority of our Board of Directors, or of a majority of our outstanding voting securities, as defined in the Investment Company Act. Notwithstanding the foregoing, the Investment Adviser has contractually agreed that the waiver of the management fee and the incentive fee may not be modified or terminated unless approved by a vote of a majority of our voting securities, as defined in the Investment Company Act. Amounts waived pursuant to the Fee Waiver will not be subject to any right of future recoupment in favor of the Investment Adviser.

 Limited Liability of the Investment Adviser

 The Investment Advisory Agreement provides that our Investment Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by us in connection with the matters to which the Investment Advisory Agreement relates, except a loss resulting from our Investment Adviser's willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by our Investment Adviser of its obligations and duties under the Investment Advisory Agreement. These protections may lead our Investment Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account.

 The Investment Adviser has not assumed any responsibility to us other than to render the services described in the Investment Advisory Agreement, and it will not be responsible for any action of the Board of Directors in declining to follow the Investment Adviser's advice or recommendations.

 Certain Terms of the Investment Advisory Agreement

 The Investment Advisory Agreement has been approved by the Board of Directors. The Investment Advisory Agreement will remain in full force and effect for two years initially and will continue for periods of one year thereafter but only so long as such continuance is specifically approved at least annually by (a) the vote of a majority of our Independent Directors and (b) by a vote of a majority of our Board of Directors or of a majority of our outstanding voting securities, as defined in the Investment Company Act. The Investment Advisory Agreement may, on 60 days' written notice to the other party, be terminated in its entirety at any time without the payment of any penalty, by our Board of Directors, or by vote of a majority of our outstanding voting securities, on the one hand, or by the Investment Adviser, on the other hand. The Investment Advisory Agreement will also automatically terminate in the event of its assignment within the meaning of the Investment Company Act and related SEC guidance and interpretations.

 Administration Agreement

 Under the terms of the administration agreement (the "Administration Agreement") with the Administrator, the Administrator is responsible for providing various accounting and administrative services to us. In particular, pursuant to the Administration Agreement, the Administrator is responsible for providing or overseeing the performance of required administrative services and professional services rendered by others, which includes (but not be limited to), accounting, legal, compliance, operations, technology and investor relations, and preparation of financial reports provided to the Company's unitholders and filed with the SEC.

 The Administration Agreement provides that the Administrator will not be liable to us for any damages or other losses arising out of the performance of its services thereunder except under certain circumstances, and contains provisions for the indemnification of the Administrator by us against liabilities to other parties arising in connection with the performance of its services to us.

 We pay the Administrator fees for its services as we determine are commercially reasonable in our sole discretion. We also reimburse the Administrator for all reasonable expenses. To the extent that our Administrator outsources any of its functions, the Administrator will pay any compensation associated with such functions. We are not obligated to retain our Administrator. Unless earlier terminated the Administration Agreement will remain in effect for a period of two years from the date it first became effective and shall automatically renew for additional one-year terms unless terminated by either party upon 90 days prior written notice.

 Dividend Reinvestment Plan

 We have adopted a dividend reinvestment plan, pursuant to which we will reinvest all cash dividends or other distributions authorized by the Board of Directors and declared by the Company on behalf of unitholders who affirmatively elect to reinvest their dividends or other distributions in our common units. As a result, if the Board of Directors authorizes, and we declare, a cash dividend or other distribution, then unitholders who have opted to participate in our dividend reinvestment plan will have their cash distributions automatically reinvested in additional common units, rather than receiving the cash dividend or other distribution. Distributions on fractional units will be credited to each participating shareholder's account to three decimal places.

 Unit Repurchase Program

 On a quarterly basis, at the discretion of our Board of Directors, the Company may commence a unit repurchase program (the "Unit Repurchase Program") in which we intend to offer to repurchase, in each quarter, up to 5% of the Company's units outstanding (either by number of units or aggregate NAV) as of the close of the previous calendar quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act. All units purchased by us pursuant to the terms of such tender offer will be retired and thereafter will be authorized and unissued units. The mechanics of our Unit Repurchase Program may change in the future, due to decisions made by our Board or changes in applicable law or guidance from the staff of the SEC.

 Under our Unit Repurchase Program, to the extent we offer to repurchase units in any particular quarter, we expect to repurchase units pursuant to tenders offers on or around the last business day of that quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except the units that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an "Early Repurchase Deduction"). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction will be retained by the Company for the benefit of the remaining unitholders. We may, from time to time, waive the Early Repurchase Deduction in our sole discretion.

 Valuation Procedures

 The Board of Directors has designated the Investment Adviser as its "Valuation Designee" pursuant to Rule 2a-5 under the Investment Company Act, and in that role, the Investment Adviser is responsible for performing fair value determinations relating to all of the Company's investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Company's Board of Directors. Even though the Company's Board of Directors designated the Company's Investment Adviser as "Valuation Designee", the Company's Board of Directors continues to be responsible for overseeing the processes for determining fair valuation.

 We apply Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements ("ASC 820"), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. The majority of our investments fall within Level 3 of the fair value hierarchy, and as such, there is not readily available market values for most of the investments in our portfolio, and we value such investments at fair value as determined in good faith by the Valuation Designee under the direction of the Board of Directors using a documented valuation policy, described below, and a consistently applied valuation process. The factors that may be taken into account in pricing the investments at fair value include, as relevant, the nature and realizable value of any collateral, the Portfolio Company's ability to make payments and its earnings and discounted cash flow, and the markets in which the Portfolio Company does business, comparison to publicly traded securities and other relevant factors. Available current market data are considered such as applicable market yields and multiples of publicly traded securities, comparison of financial ratios of peer companies, and changes in the interest rate environment and the credit markets that may affect the price at which similar investments would trade in their principal market, and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Valuation Designee will consider the pricing indicated by the external event to corroborate or revise its valuation.

 With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by our Board of Directors contemplates a multi-step valuation process each quarter, as described below:

 (1) Our quarterly valuation process begins with each Portfolio Company or investment being initially valued by the investment professionals of our Investment Adviser, the Valuation Designee, responsible for the Portfolio Company or investment;

 (2) We also engage an independent valuation firm (the "Independent Valuation Adviser") to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Adviser independently values such investments using quantitative and qualitative information provided by the investment professionals of our Investment Adviser as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Adviser also provides analyses to support their valuation methodology and calculations. The Independent Valuation Adviser provides an opinion on a final range of values on such investments to the Valuation Designee. The Independent Valuation Adviser defines fair value in accordance with ASC 820 and utilizes valuation techniques including the market approach, the income approach or both;

 (3) The Independent Valuation Adviser's preliminary valuations will be reviewed by our Investment Adviser, in its capacity as the Valuation Designee. The Independent Valuation Adviser's ranges are compared to our Investment Adviser's valuations to ensure our Investment Adviser's valuations are reasonable;

 (4) The Valuation Designee will determine the valuations of our investments in good faith, within the meaning of the Investment Company Act, based on the input of the Independent Valuation Adviser, and provide the valuation determinations to the Audit Committee of the Board of Directors;

 (5) The Audit Committee of our Board of Directors will review valuation information provided by the Valuation Designee and the Independent Valuation Adviser. The Audit Committee then will discuss such valuation determinations; and

 (6) Our Board of Directors will discuss the valuation determinations of the Valuation Designee, based on the input of the Independent Valuation Adviser.

 Proxy Voting Policies and Procedures

 The Investment Adviser's open market transactions primarily focus on fixed income securities and loans; as such, the Investment Adviser does not generally engage in proxy voting. However, certain Accounts may engage in limited equity transactions and acquire limited voting securities. With respect to us, the Board has delegated to the Investment Adviser responsibility for the voting of proxies of our investments. Accordingly, where we own equity securities in which we have the right to vote via stockholder proxy (each, a "Voting Security"), the Investment Adviser has adopted and implemented written Proxy Voting Policies and Procedures ("Proxy Voting Procedures") that are designed to reasonably ensure that the Investment Adviser votes proxies in our best interest. The Proxy Voting Procedures describe the positions the Investment Adviser generally takes in voting proxies on particular issues and require the Investment Adviser to keep records with respect to how the Investment Adviser voted. The Proxy Voting Procedures also provide that, in the event a particular proxy vote would involve a conflict between the interests of the Investment Adviser and its affiliates, and those of one or more Accounts, the Investment Adviser, if it so elects, may:

 • vote in accordance with the recommendations of a disinterested third party;

 • refer the voting decision to the Account; or

 • abstain from voting.

 Some examples of potential conflicts may include:

 • the Investment Adviser provides investment advice to an officer or director of an issuer and the Investment Adviser receives a proxy solicitation from that issuer;

 • an issuer or some other third party offers the Investment Adviser or an employee, officer, director, partner or member of the Investment Adviser (an "Associate") compensation in exchange for voting a proxy in a particular way;

 • an Associate or a member of an Associate's household has a personal or business relationship with an Issuer;

 • an Associate has a beneficial interest contrary to the position held by the Investment Adviser on behalf of its Account;

 • the Investment Adviser holds various classes and types of equity and debt securities of the same issuer contemporaneously in different Account portfolios; or

 • any other circumstance where the Investment Adviser's duty to service its Accounts interest could be compromised.

 In particular, the Investment Adviser is authorized under the collateral management agreements to give consents and exercise all other voting rights on behalf of issuers as to the loans and debt investments owned by such issuers. In addition, the collateral management agreements provide that all actions taken by the Investment Adviser on behalf of issuers must be performed with reasonable care and in good faith and using professional judgment and all commercially reasonable efforts, (i) using a degree of skill and attention no less than that which the collateral manager exercises with respect to comparable assets that it manages for itself and others, and (ii) substantially in accordance with its existing practices and procedures and in a manner comparable to other institutional managers of national standing investing in the assets of the nature and character of the collateral. The Investment Adviser does not currently delegate its voting authority to any third party, although it may retain an outside service to provide voting recommendations and to assist in analyzing votes.

 Item 1A. Risk Factors.

 Investing in our securities involves certain risks relating to our structure and investment objective. These risk factors, together with all of the other information included in this report, should be carefully considered before making an investment in our securities. The risks set forth below are not the only risks we face, and we may face other risks that we have not yet identified, which we do not currently deem material or which are not yet predictable.

 If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the NAV of our securities could decline, and unitholders may lose all or part of their investment.

 Risks Relating to Our Business and Structure

 We are a relatively new company and have a limited operating history.

 The Company is a non-diversified, closed-end management investment company that has elected to be treated, and expects to qualify annually, as a BDC with a limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decision. We are subject to the business risks and uncertainties associated with recently formed businesses, including the risk that we will not achieve our investment objective and the value of a unitholder's investment could decline substantially or become worthless. Further, the Investment Adviser has not previously offered a non-traded BDC. While we believe that the past professional experiences of the Investment Adviser's investment team, including investment and financial experience of the Investment Adviser's senior management, will increase the likelihood that the Investment Adviser will be able to manage the Company successfully, there can be no assurance that this will be the case.

 We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objective and that the value of your investment could decline substantially or your investment could become worthless. We anticipate, based on the amount of proceeds raised in the initial or subsequent closings, that it could take some time to invest substantially all of the capital we expect to raise due to market conditions generally and the time necessary to identify, evaluate, structure, negotiate and close suitable investments in companies in the upper middle market. In order to comply with the RIC diversification requirements during the start-up period, we may invest proceeds in temporary investments, such as cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less from the time of investment, which we expect will earn yields substantially lower than the interest, dividend or other income that we seek to receive in respect of suitable portfolio investments. We may not be able to pay any significant distributions during this period, and any such distributions may be substantially lower than the distributions we expect to pay when our portfolio is fully invested. We will pay a management fee to our Investment Adviser throughout this interim period irrespective of our performance. If the management fee and our other expenses exceed the return on the temporary investments, our equity capital will be eroded.

 We are dependent upon management personnel of our Investment Adviser for our success, and our financial condition and results of operations depend on our Investment Adviser's ability to manage our future growth effectively.

 We do not have any employees. We depend on the experience, diligence, skill and network of business contacts of the Investment Adviser, together with other investment professionals that Jefferies Finance currently retains, or may subsequently retain, to identify, evaluate, negotiate, structure, close, monitor and manage our investments. Our future success will depend to a significant extent on the continued service and coordination of our Investment Adviser's senior investment professionals. The departure of any of our Investment Adviser's key personnel, including members of the Investment Committee, or of a significant number of the investment professionals of our Investment Adviser, could have a material adverse effect on our business, financial condition or results of operations. In addition, we cannot assure unitholders that our Investment Adviser will remain our investment adviser or that we will continue to have access to our Investment Adviser or its investment professionals. See " –– Risks Related to the Investment Adviser and its Affiliates; Conflicts of Interest — Our Investment Adviser can resign on 60 days' notice. We may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations."

 Our ability to achieve our investment objective depends on our Investment Adviser's ability to identify, invest in and monitor companies that meet our investment criteria.

 Accomplishing this result on a cost-effective basis is largely a function of the structuring of our investment process and the ability of our Investment Adviser to provide competent, attentive and efficient services to us. We may also be called upon to provide significant managerial assistance to certain of our Portfolio Companies. These demands on their time, which will increase as the number of investments grow, may distract them or slow the rate of investment. In order to grow, our Investment Adviser may need to hire, train, supervise, manage and retain new employees. However, we cannot assure unitholders that we will be able to do so effectively. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

 We operate in a highly competitive market for investment opportunities.

 A number of entities compete with us to make the types of investments that we make in companies in the upper middle market. We compete with other BDCs, commercial and investment banks, commercial financing companies, collateralized loan obligations ("CLOs"), private funds, including hedge funds, and, to the extent they provide an alternative form of financing, private equity funds. Many of our competitors are more experienced, substantially larger and have considerably greater financial, technical and marketing resources than we do. Some competitors may have a lower cost of funds, perpetual fund lives and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, certain of our competitors are not subject to the regulatory restrictions that the Investment Company Act and the rules and regulations thereunder, imposes on us as a BDC and that the Code will impose on us as a RIC.

 We do not seek to compete primarily based on the interest rates we offer, and the Investment Adviser believes that some of our competitors may make loans with interest rates that are comparable to or lower than the rates we will offer. Rather, we compete with our competitors based on our reputation in the market, our existing investment platform, the seasoned investment professionals of our Investment Adviser, our experience and focus on companies in the upper middle market, our disciplined investment philosophy, our extensive industry focus and relationships and our flexible transaction structuring.

 We may lose investment opportunities if we do not match our competitors' pricing, terms and structure. If we match our competitors' pricing, terms and structure, we may experience decreased net interest income and increased risk of credit loss. As a result of operating in such a competitive

 environment, we may make investments that are on less favorable terms than what we may have originally anticipated, which may impact our return on these investments. We cannot assure unitholders that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations.

 General economic conditions could adversely affect the performance of our investments and operations.

 We and our Portfolio Companies are susceptible to the effects of economic slowdowns or recessions. The global growth cycle is in a mature phase and signs of slowdown are evident in certain regions around the world, although most economists continue to expect moderate economic growth in the near term, with limited signals of an imminent recession in the U.S. as consumer and government spending remain healthy. Periods of elevated inflation and high interest rates, such as those experienced in recent years, can contribute to significant volatility in debt and equity markets. Although generally decelerating, inflation remains above the U.S. Federal Reserve's target levels. Despite multiple federal fund rate decreases over the course of 2024, interest rates have remained elevated, with the U.S. Federal Reserve indicating in early 2025 an expectation of slower rate decreases moving forward.

 Financial markets have been affected at times by a number of global macroeconomic events, including the following: large sovereign debts and fiscal deficits of several countries in Europe and in emerging markets jurisdictions, levels of non performing loans on the balance sheets of European banks, the effect of the United Kingdom leaving the European Union, instability in the Chinese capital markets and the COVID-19 pandemic. Although the broader outlook remains constructive, geopolitical instability continues to pose risk. In particular, the current U.S. political environment and the resulting uncertainties regarding actual and potential shifts in U.S. foreign investment, trade, taxation, economic, environmental and other policies, as well as the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the U.S. and China, concern as to whether China's stimulus measures will effectively stabilize its slowing economic growth, or the ongoing wars in the Middle East and Ukraine, could lead to disruption, instability and volatility in the global markets. For example, in the United States, the current presidential administration has stated its intention to make governmental policy and regulatory changes in a variety of areas, including the imposition of tariffs or other trade barriers, and certain countries subject to those changes have expressed an intent to impose similar measures in return. Additionally, certain of our Portfolio Companies may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the U.S. government, foreign governments, or the United Nations or other international organizations. U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns or a recession in the United States. A decreased U.S. government credit rating, any default by the U.S. government on its obligations, or any prolonged U.S. government shutdown, could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our Common Shares. Unfavorable economic conditions would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events may limit our investment originations, and limit our ability to grow and could have a material negative impact on our operating results, financial condition, results of operations and cash flows and the fair values of our debt and equity investments.

 In addition, severe public health events, such as those caused by the COVID 19 pandemic, may occur from time to time, and could directly and indirectly impact us in material respects that we are unable to predict or control, including by threatening our employees' well-being and morale and interrupting business activities. In addition, related factors may materially and adversely affect us, including the effectiveness of governmental responses, the extension, amendment or withdrawal of any government programs or initiatives and the timing and speed of economic recovery. Actions taken in response may contribute to significant volatility in the financial markets, resulting in increased volatility in equity prices, material interest rate changes, supply chain disruptions, such as simultaneous supply and demand shock to global, regional and national economies, and an increase in inflationary pressures.

 Any deterioration of general economic conditions may lead to significant declines in corporate earnings or loan performance, and the ability of corporate borrowers to service their debt, any of which could trigger a period of global economic slowdown, and have an adverse impact on the performance and financial results of the Company, and the value and the liquidity of the shares. In an economic downturn, we may have non-performing assets or non-performing assets may increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions impacted the value of collateral securing our senior secured debt in 2024 and may continue to impact such collateral in 2025. A severe recession may further decrease the value of such collateral and result in losses of value in our portfolio and a decrease in our revenues, net income, assets and net worth. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us on favorable terms or at all. These events could prevent us from increasing investments and harm our operating results.

 In addition, the failure of certain financial institutions, namely banks, may increase the possibility of a sustained deterioration of financial market liquidity, or illiquidity at clearing, cash management and/or custodial financial institutions. The failure of a bank (or banks) with which we and/or our Portfolio Companies have a commercial relationship could adversely affect, among other things, our and/or our Portfolio Companies' ability to pursue key strategic initiatives, including by affecting our or our Portfolio Company's ability to access deposits or borrow from financial institutions on favorable terms. Additionally, if a Portfolio Company or its sponsor has a commercial relationship with a bank that has failed or is otherwise distressed, the Portfolio Company may experience issues receiving financial support from a sponsor to support its operations or consummate transactions, to the detriment of their business, financial condition and/or results of operations. In addition, such bank failure(s) could affect, in certain circumstances, the ability of both affiliated and unaffiliated co-lenders, including syndicate banks or other fund vehicles, to undertake and/or execute co-investment transactions with the Company, which in turn may result in fewer co-investment opportunities being made available to the Company or impact the Company's ability to provide additional follow-on support to Portfolio Companies. The ability of the Company, its subsidiaries and Portfolio Companies to spread banking relationships among multiple institutions may be limited by certain contractual arrangements, including liens placed on their respective assets as a result of a bank agreeing to provide financing.

 Our ability to grow depends on our access to adequate capital.

 If we do not have adequate capital available for investment, our performance could be adversely affected. In addition, we have elected to be treated, and expect to qualify annually, as a RIC under Subchapter M of the Code. To qualify, and maintain our status as a RIC, among other requirements, we are required to timely distribute to our unitholders at least 90% of our investment company taxable income (determined without regard to the dividends

 paid deduction), which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses, if any, for each taxable year. Consequently, such distributions will not be available to fund new investments.

 For example, we may use debt financing to fund our growth, if any. Unfavorable economic or capital market conditions may increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease our earnings, if any.

 A unitholder's ownership percentage interest in us will be diluted if we issue additional units.

 Unitholders do not have preemptive rights to any units we may issue in the future. We may decide, at a subsequent closing date and in accordance with the process described below, to issue additional units at or below the NAV per unit. To the extent we issue additional units, a unitholder's ownership percentage interest in us may be diluted. In addition, if such units are issued below NAV, existing unitholders may also experience dilution in the book value and fair value of their units.

 We are generally not able to issue and sell our common units at a price per unit below NAV per unit. We may, however, sell our common units, or warrants, options or rights to acquire our common units, at a price below the then-current NAV per unit of our common units (i) with the consent of a majority of our common unitholders (and a majority of our common unitholders who are not affiliates of ours) and (ii) if, among other things, a majority of our Independent Directors and a majority of our directors who have no financial interest in the transaction determine that a sale is in the best interests of us and our unitholders.

 We have the right to call commitments from each investor subscribing at a subsequent closing date to purchase units in an amount such that the percentage of commitment contributed by each unitholder in us will be the same (excluding any defaulting unitholder). If our NAV has decreased between the initial closing and such subsequent closing date, the investors subscribing on the subsequent closing date will receive more units than they would have received had they subscribed for units at the initial closing and accordingly, unitholders who subscribed at the initial closing would have their ownership percentage interest in us further diluted.

 Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.

 We are subject to SEC rules regarding the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions). Under the rule, BDCs that use derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements, and requirements related to board reporting. These new requirements apply unless the BDC qualifies as a "limited derivatives user," as defined in the rule. Under the new rules, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under the final rule, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

 Compliance with Rule 18f-4 may limit our investment discretion.

 We may use derivative strategies to try to improve our returns by managing risks, such as by using hedging techniques to try to protect our assets. A derivative contract will obligate or entitle us to deliver or receive an asset or cash payment based on the change in value of one or more investments, indices or currencies. Derivatives may be traded on organized exchanges, or in individually negotiated transactions with other parties (these are known as "over-the-counter" derivatives). We may be limited in its use of derivatives by rules adopted by the SEC governing derivatives transactions, such as Rule 18f-4 under the Investment Company Act, described below. Although we have the flexibility to make use of derivatives, we may choose not to for a variety of reasons, even under very volatile market conditions.

 We rely on certain exemptions in Rule 18f-4 to enter into derivatives transactions and certain other transactions notwithstanding the restrictions on the issuance of "senior securities" under Sections 18 and 61 of the Investment Company Act. Under Rule 18f-4, "derivatives transactions" include the following: (1) any swap, security-based swap, futures contract, forward contract, option (excluding purchased options), any combination of the foregoing, or any similar instrument, under which we are or may be required to make any payment or delivery of cash or other assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise; (2) any short sale borrowing; and (3) if we rely on the exemption in Rule 18f-4(d)(1)(ii), reverse repurchase agreements and similar financing transactions. We will rely on a separate exemption in Rule 18f-4(e) when entering into unfunded commitment agreements, which includes any commitment to make a loan to a company, including term loans, delayed draw term loans, and revolvers, or to invest equity in a company. To rely on the unfunded commitment agreements exemption, we must reasonably believe, at the time we enter into such agreement, that we will have sufficient cash and cash the equivalents to meet our obligations with respect to all of our unfunded commitment agreements, in each case as they come due. We will rely on the exemption in Rule 18f-4(f) when purchasing when-issued or forward-settling securities and non-standard settlement cycle securities, if certain conditions are met.

 We operate as a "limited derivatives user" for purposes of the derivatives transactions exemption in Rule 18f-4. To qualify as a limited derivatives user, our "derivatives exposure" is limited to 10% of our net assets subject to exclusions for certain currency or interest rate hedging transactions (as calculated in accordance with Rule 18f-4). Unless we qualify as a "limited derivatives user" as defined in Rule 18f-4, the rule would, among other things, require us to establish a comprehensive derivatives risk management program, to comply with certain value-at-risk based leverage limits, to appoint a derivatives risk manager and to provide additional disclosure both publicly and to the SEC regarding our derivatives positions. There is no guarantee that we will meet or continue to meet such qualifications, and, as a result, there is a risk that we may become subject to more onerous requirements under Rule 18f-4 than currently intended.

 Beneficial owners of our equity securities may be subject to certain regulatory requirements based on their ownership percentages.

 A beneficial owner, either directly or indirectly, of more than 25% of our voting securities is presumed to control us under the Investment Company Act. Certain events beyond an investor's control may result in an increase in the percentage of such investor's beneficial ownership of our units, including the repurchase by us of units from other unitholders. Control of us would also arise under the Investment Company Act if a person has the power to exercise a controlling influence over our management or policies, unless that power is solely the result of an official position with us. In the event a unitholder is or becomes a person that controls us, it and certain of its affiliated persons will be subject to, among other things, prohibitions or restrictions on engaging in certain transactions with us and certain of our affiliated persons. A beneficial owner of a large number of our equity securities may also become subject to public reporting obligations when we become a public reporting company under the Exchange Act.

 Unitholders may be subject to filing requirements under the Exchange Act as a result of their investment in us.

 Because our units are registered under the Exchange Act, ownership information for any person or group that beneficially owns 5% or more of our common units must be disclosed in a Schedule 13G or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. Although we will provide in our quarterly financial statements the amount of outstanding units, the responsibility for determining the filing obligation and preparing the filing remains with the investor. In addition, beneficial owners of 10% or more of our common units will be subject to reporting obligations under Section 16(a) of the Exchange Act.

 Certain investors will be limited in their ability to make significant investments in us.

 Private funds that are excluded from the definition of "investment company" either pursuant to Section 3(c)(1) or 3(c)(7) of the Investment Company Act are restricted from acquiring directly or through a controlled entity more than 3% of our total outstanding voting securities (measured at the time of the acquisition). Investment companies registered under the Investment Company Act are also subject to this restriction as well as other limitations under the Investment Company Act that would restrict the amount that they are able to invest in our securities. As a result, certain investors may be precluded from acquiring additional units, at a time that they might desire to do so.

 Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or unitholder approval.

 Our Board of Directors (the "Board" or the "Board of Directors") has the authority to modify or waive certain of our operating policies and strategies without prior notice (except as required by the Investment Company Act or other applicable laws) and without unitholder approval. However, absent unitholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, NAV, operating results and value of our units. However, the effects might be adverse, which could negatively impact our ability to pay you distributions and cause you to lose all or part of your investment. Moreover, we have significant flexibility in investing the net proceeds from the Private Offering and may use the net proceeds from the Private Offering in ways with which investors may not agree or for purposes other than those contemplated in this report.

 Changes in laws or regulations governing our operations or the operations of our Portfolio Companies, changes in the interpretation thereof or newly enacted laws or regulations, or any failure by us or our Portfolio Companies to comply with these laws or regulations, could require changes to certain of our or our Portfolio Companies' business practices, negatively impact our or our Portfolio Companies' operations, cash flows or financial condition, impose additional costs on us or our Portfolio Companies or otherwise adversely affect our business or the business of our Portfolio Companies.

 We and our Portfolio Companies are subject to regulation at the local, state, federal and, in some cases, foreign levels. These laws and regulations, as well as their interpretation, are likely to change from time to time, and new laws and regulations may be enacted. Accordingly, any change in these laws or regulations, changes in their interpretation, or newly enacted laws or regulations, or any failure by us or our Portfolio Companies to comply with these laws or regulations, could require changes to certain of our or our Portfolio Companies' business practices, negatively impact our or our Portfolio Companies' operations, cash flows or financial condition, impose additional costs on us or our Portfolio Companies or otherwise adversely affect our business or the business of our Portfolio Companies. In addition to the legal, tax and regulatory changes that are expected to occur, there may be unanticipated changes and uncertainty regarding any such changes. The legal, tax and regulatory environment for BDCs, investment advisers and the instruments that they utilize (including derivative instruments) is continuously evolving. In addition, there is significant uncertainty regarding certain legislation (and the regulations that have been adopted and future regulations that will need to be adopted pursuant to such legislation) and, consequently, the full impact that such legislation will ultimately have on us and the markets in which we trade and invest is not fully known. Anticipating policy changes and reforms may be particularly difficult during periods of heightened partisanship at the federal, state and local levels, including due to divisiveness surrounding populist movements, political disputes and socioeconomic issues. The failure to accurately anticipate the possible outcome of such changes and/or reforms could have a material adverse effect on our returns, and any resulting confusion may itself be detrimental to the efficient functioning of the markets and the success of certain investment strategies.

 In recent years, there has been increased legislative and regulatory activity impacting the financial services industry. The increased scrutiny of the industry in which we operate may negatively impact the operations, cash flows or financial condition of us and our Portfolio Companies, impose additional costs on us and our Portfolio Companies, intensify the regulatory supervision of us and our Portfolio Companies or otherwise adversely affect our business or the business of our Portfolio Companies. We cannot predict at this time whether and the extent to which the current U.S. presidential administration and newly-appointed senior officials at the SEC and other federal agencies will pursue an aggressive regulatory agenda that will impact our operations and investment strategy.

 Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business.

 Conversely, potential deregulation of the banking industry in the United States, including a rollback of existing regulatory requirements, could adversely affect the private credit industry and, consequently, our investment strategy, portfolio performance and overall returns. The U.S. private credit market has grown significantly in part due to legislation that took effect following the 2008-2009 financial crisis that imposed onerous capital and lending requirements on banks, limiting their ability to extend credit to borrowers. If such requirements are reduced or removed, competition for lending opportunities would likely increase, and our ability to deploy capital effectively could be negatively impacted.

 We may experience fluctuations in our quarterly results.

 We could experience fluctuations in our quarterly operating results due to a number of factors, including interest rates payable on debt investments we make, default rates on such investments, the level of our expenses, variations in and the timing of the recognition of realized gains or losses and unrealized appreciation or depreciation, the degree to which we encounter competition in certain markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods or the full fiscal year.

 We could be subject to review and approval by CFIUS or other regulatory agencies resulting in limitations or restrictions on our voting interests or management and information rights, including under certain default and foreclosure scenarios.

 Transactions that result in the Company acquiring equity and certain management or information rights with respect to a "U.S. business" (as defined at 31 C.F.R. § 800.252), including as a result of a default and foreclosure process, could be subject to prior review and approval by the U.S. Committee on Foreign Investment in the United States ("CFIUS").

 The acquisition of relevant rights in a borrower that develops, designs, manufactures, tests, fabricates, or produces "critical technologies" (as defined at 31 C.F.R. § 800.215), including as a result of a default and foreclosure process, could trigger a CFIUS filing requirement at least 30 days before the transfer of such rights to the Company. Similarly, the Company's acquisition of equity or rights in a non-U.S. business connected with or related to national security or that has a nexus to critical or sensitive sectors could also be subject to non-U.S. national security/investment screening regulatory approval.

 In the event of a CFIUS review or similar process before a non-U.S. regulator, there can be no assurances that the Company will be able to maintain, or proceed with, such foreclosure process on terms acceptable to the Company. CFIUS or another regulator could impose conditions on, delay, or prohibit one or more of the Company's acquisition of relevant rights, including as a result of a default and foreclosure process. Such limitations or restrictions could delay or prevent the Company from foreclosing on and acquiring management rights with respect to a U.S. business under the typical foreclosure timeline, which could adversely affect the Company's performance with respect to such acquisitions (if consummated) and thus the Company's performance as a whole. These risks may also limit the attractiveness of, delay or prevent us from pursuing certain transactions that we believe would otherwise be attractive to the Company and our unitholders.

 Certain of the unitholders of the Company will be non-U.S. unitholders, and in the aggregate, may comprise a substantial portion of the Company's unitholders. This may increase both the risk that transactions that result in the Company acquiring equity and certain management or information rights with respect to a U.S. business, including as a result of a default and foreclosure process, could be subject to review by CFIUS, and the risk that limitations or restrictions will be imposed by CFIUS or other non-U.S. regulators on the Company's acquisition of such rights or ability to proceed with the foreclosure process in the manner originally intended. CFIUS or other non-U.S. regulators could require the parties' acceptance of certain mitigating conditions for approval that may not be commercially or otherwise desirable to the parties.

 We may fail to satisfy an exception to holding "plan assets" within the meaning of ERISA.

 We intend to operate so that the assets of the Company should not constitute "plan assets" within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the regulations promulgated thereunder by the U.S. Department of Labor, as modified by Section 3(42) of ERISA (the "Plan Asset Regulations"), and in this regard, we intend to limit "benefit plan investors" within the meaning of ERISA ("Benefit Plan Investors") to less than twenty-five percent (25%) of the total value of each class of our equity interests, or rely on another exception to holding "plan assets" such as the "publicly-offered security" exception (within the meaning of the Plan Asset Regulations). Accordingly, we expect that our assets should not be treated as "plan assets" subject to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code, although there can be no assurance that this will be the case.

 Were our assets to be treated as "plan assets" (e.g., 25% or more of the total value of any class of equity interests in the Company is held by Benefit Plan Investors and no other exception to holding "plan assets" is applicable), we could be subject to certain restrictions on our ability to carry out our activities as described herein. Additionally, if the Company's assets were treated as "plan assets," this could result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by the Company, and (ii) the possibility that certain transactions in which the Company might seek to engage could constitute "prohibited transactions" under Title I of ERISA and/or Section 4975 of the Code. If a prohibited transaction occurs for which no exemption is available, the Investment Adviser and/or any other fiduciary that has engaged in the prohibited transaction could be required to (i) restore to unitholders that are Benefit Plan Investors any profit realized by the fiduciary on the transaction and (ii) reimburse the Benefit Plan Investors for any losses suffered by the Benefit Plan Investors as a result of the investment. In addition, each disqualified person (within the meaning of Section 4975 of the Code) involved could be subject to an excise tax equal to 15% of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, to an additional tax of 100%. Fiduciaries of Benefit Plan Investors who decide to invest in the Company could, under certain circumstances, be liable for prohibited transactions or other violations as a result of their investment in the Company or as co-fiduciaries for actions taken by or on behalf of the Company or the Investment Adviser. With respect to an IRA that invests in the Company, the occurrence of a prohibited transaction involving the individual who established the IRA, or his or her beneficiaries, would cause the IRA to lose its tax-exempt status. Moreover, to address such a "plan asset" issue, we may require Benefit Plan Investors to reduce or terminate their interests in us in whole or in part notwithstanding that other investors may not be permitted to redeem or transfer their interests in us at such time.

 Commodity Futures Trading Commission rules may have a negative impact on us and our Investment Adviser.

 The CFTC and the SEC have issued final rules establishing that certain swap transactions are subject to CFTC regulation. Engaging in such swap or other commodity interest transactions such as futures contracts or options on futures contracts may cause us to fall within the definition of "commodity pool" under the Commodity Exchange Act and related CFTC regulations. Our Investment Adviser expects to rely on relief from CFTC registration and regulation as a commodity pool operator pursuant to CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.

 We are dependent on information systems, and systems failures, as well as operating failures, could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or results of operations.

 Our business is dependent on our Investment Adviser's and third parties' communications and information systems. Any failure or interruption of those systems, including as a result of the termination of the Investment Advisory Agreement or an agreement with any third-party service providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:

 • sudden electrical or telecommunications outages;

 • natural disasters such as earthquakes, tornadoes and hurricanes;

 • disease pandemics;

 • events arising from local or larger scale political or social matters, including terrorist acts; and

 • cyber-attacks.

 In addition to our dependence on information systems, poor operating performance by our service providers could adversely impact us.

 These events, in turn, could have a material adverse effect on our operating results and negatively affect the value of our common units and our ability to pay distributions to our unitholders.

 To the extent OID and PIK interest will constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.

 Our investments may include OID instruments and PIK interest arrangements, which represents contractual interest added to a loan balance and due at the end of such loan's term. To the extent OID or PIK interest will constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following:

 • The higher interest rates of OID and PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and OID and PIK instruments generally represent a significantly higher credit risk than coupon loans.

 • Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation.

 • OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. OID and PIK income may also create uncertainty about the source of our cash distributions.

 For accounting purposes, any cash distributions to unitholders representing OID and PIK income are not treated as coming from paid-in capital, even if the cash to pay them comes from offering proceeds. As a result, despite the fact that a distribution representing OID and PIK income could be paid out of amounts invested by our unitholders, the Investment Company Act does not require that unitholders be given notice of this fact by reporting it as a return of capital.

 Risks Relating to Our Portfolio Company Investments

 Our investments are risky and speculative.

 We will invest primarily through direct originations of secured debt, including first lien loans, second lien debt, and unsecured debt, as well as select equity investments. The securities in which we will invest generally are not rated by any rating agency, and if they were rated, they would be below investment grade (rated lower than "Baa3" by Moody's Investors Service and lower than "BBB-" by Fitch Ratings or S&P). These securities, which may be referred to as "junk bonds," "high yield bonds" or "leveraged loans," have predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal. Therefore, our investments may result in an above average amount of risk and volatility or loss of principal.

 We also may invest in other assets, including U.S. government securities and structured securities. These investments entail additional risks that could adversely affect our investment returns.

 Secured Debt. When we make a secured debt investment, we generally take a security interest in the available assets of the Portfolio Company, including the equity interests of any subsidiaries, which we expect to help mitigate the risk that we will not be repaid. However, there is a risk that the collateral securing our debt investment may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the Portfolio Company to raise additional capital. In some circumstances, our lien could be subordinated to claims of other creditors, such as trade creditors. In addition, deterioration in a Portfolio Company's financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the debt investment. Consequently, the fact that our debt is secured does not guarantee that we will receive principal and interest payments according to the debt investment's terms, or at all, or that we will be able to collect on the loan, in full or at all, should we enforce our remedies.

 Unsecured Debt. Our unsecured debt investments, generally will be subordinated to senior debt in the event of an insolvency. This may result in an above average amount of risk and loss of principal.

 Equity Investments. When we invest in secured debt or unsecured debt, including mezzanine debt, we may acquire equity securities from the company in which we make the investment. In addition, we may invest in the equity securities of Portfolio Companies independent of any debt investment. Our goal is ultimately to dispose of such equity interests and realize gains upon our disposition of such interests. However, the equity interests we hold may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

 Investing in companies in the middle market involves a number of significant risks.

 Investing in companies in the middle market involves a number of significant risks, including:

 • such companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment;

 • such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns;

 • such companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our Portfolio Companies and, in turn, on us;

 • such companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;

 • there is generally little public information about these companies, they and their financial information are not subject to the reporting requirements of the Exchange Act and other regulations that govern public companies and we may be unable to uncover all material information about these companies, which may prevent us from making a fully informed investment decision and cause us to lose money on our investments;

 • our executive officers, directors and Investment Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the Portfolio Companies; and

 • Such companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness, including any debt securities held by us, upon maturity.

 We will generally not be in a position to exercise control over our Portfolio Companies or to prevent decisions by management of our Portfolio Companies that could decrease the value of our investments.

 We will not generally hold controlling equity positions in our Portfolio Companies. While we are obligated as a BDC to offer to make managerial assistance available to our Portfolio Companies, there can be no assurance that management personnel of our Portfolio Companies will accept or rely on such assistance. To the extent that we do not hold a controlling equity interest in a Portfolio Company, we are subject to the risk that such Portfolio Company may make business decisions with which we disagree, and the unitholders and management of such Portfolio Company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and equity investments that we may hold in our Portfolio Companies, we may not be able to dispose of our investments in the event we disagree with the actions of a Portfolio Company, and may therefore suffer a decrease in the value of our investments.

 In addition, we may not be in a position to control any Portfolio Company by investing in its debt securities. As a result, we are subject to the risk that a Portfolio Company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors.

 Many of our portfolio securities may not have a readily available market price and we will value these securities at fair value as determined in good faith under procedures adopted by our Board of Directors, which valuation is inherently subjective and may not reflect what we may actually realize for the sale of the investment.

 The majority of our investments are expected to be in debt instruments that do not have readily ascertainable market prices. The fair value of assets that are not publicly traded or whose market prices are not readily available will be determined in good faith by the Valuation Designee under procedures adopted by our Board of Directors. The Valuation Designee, on behalf of the Company, is expected to utilize the services of the Independent Valuation Adviser in determining the fair value of a portion of the securities in our portfolio as of each quarter end. Investment professionals from our Investment Adviser, the Valuation Designee, will also prepare Portfolio Company valuations using sources and/or proprietary models, depending on the availability of information on our assets and the type of asset being valued, all in accordance with our valuation policy. As a BDC, we conduct the valuation of our assets, pursuant to which our NAV is determined, at all times consistent with GAAP and the Investment Company Act. In accordance with Rule 2a-5 under the Investment Company Act, the Company's Board of Directors may either determine fair valuations in good faith for any or all of the Company's investments or designate the performance of fair valuation determinations to a valuation designee, subject to the Board's oversight. The Company has designated the Investment Adviser as the "Valuation Designee." The Valuation Designee is responsible for the performance of fair valuation determinations, assessing and managing material valuation risks, establishing, testing and applying fair value methodologies, evaluating any pricing services and providing quarterly and annual reports to the Board.

 Because fair valuations, and particularly fair valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and are often based to a large extent on estimates, comparisons and qualitative evaluations of private information, it may be more difficult for investors to value accurately our investments and could lead to undervaluation or overvaluation of our common units. In addition, the valuation of these types of securities may result in substantial write-downs and earnings volatility.

 Our NAV as of a particular date may be materially greater than or less than the value that would be realized if our assets were to be liquidated as of such date. For example, if we were required to sell a certain asset or all or a substantial portion of our assets on a particular date, the actual price that we would realize upon the disposition of such asset or assets could be materially less than the value of such asset or assets as reflected in our NAV. Volatile market conditions could also cause reduced liquidity in the market for certain assets, which could result in liquidation values that are materially less than the values of such assets as reflected in our NAV.

 When our NAV is determined other than on a quarter-end (such as in connection with issuances of our common units on dates occurring mid-quarter), such determinations of NAV are typically made by our Investment Adviser, acting under delegated authority from, and subject to the supervision of our Board of Directors. While such NAV determinations are made in accordance with procedures adopted by our Board of Directors, such intra-quarter NAV determinations do not follow the same procedures as quarter-end NAV determinations, such as the input of our Audit Committee or the Independent Valuation Adviser, which may heighten the risks described above. However, we intend to comply at all times with the limitations of Section 23 under the Investment Company Act (which generally prohibits us from issuing common units at a price below the then-current NAV of common units as determined within 48 hours, excluding Sundays and holidays, of such issuance, subject to certain exceptions).

 The lack of liquidity in our investments may adversely affect our business.

 Various restrictions will render our investments relatively illiquid, which may adversely affect our business. As we will generally make investments in private companies, substantially all of these investments are subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities. Our Investment Adviser is not permitted to obtain or use material non-public information in effecting purchases and sales in public securities transactions for us, which could create an additional limitation on the liquidity of our investments. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. Therefore, if we are required to or desire to liquidate all or a portion of our portfolio quickly, we could realize significantly less than the value at which we have recorded our investments or could be unable to dispose of our investments in a timely manner or at such times as we deem advisable.

 We are a non-diversified investment company within the meaning of the Investment Company Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.

 We are classified as a non-diversified investment company within the meaning of the Investment Company Act, which means that we are not limited by the Investment Company Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Under the Investment Company Act, a "diversified" investment company is required to invest at least 75% of the value of its total assets in cash and cash items, government securities, securities of other investment companies and other securities limited in respect of any one issuer to an amount not greater than 5% of the value of the total assets of such company and no more than 10% of the outstanding voting securities of such issuer. As a non-diversified investment company, we are not subject to this requirement. To the extent that we assume large positions in the securities of a small number of issuers, or within a particular industry, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market's assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company or to a general downturn in the economy. However, we will be subject to the diversification requirements applicable to RICs under Subchapter M of the Code.

 Our portfolio may be invested in a limited number of industries, which may subject us to a risk of significant loss if there is a downturn in a particular industry in which we invest.

 We may invest in a limited number of industries. A downturn in any industry in which we are invested could significantly impact the aggregate returns we realize.

 If an industry in which we have significant investments suffers from adverse business or economic conditions, as individual industries have historically experienced to varying degrees, a material portion of our portfolio could be affected adversely, which, in turn, could adversely affect our financial position and results of operations.

 Terrorist attacks, acts of war, global health emergencies or natural disasters may impact the businesses in which we invest and harm our business, operating results and financial condition.

 Terrorist acts, acts of war, global health emergencies or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations, global health emergencies or natural disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks, global health emergencies and natural disasters are generally uninsurable.

 Cybersecurity risks and cyber incidents may adversely affect our business or the business of our Portfolio Companies by causing a disruption to our operations or the operations of our Portfolio Companies, a compromise or corruption of our confidential information or the confidential information of our Portfolio Companies and/or damage to our business relationships or the business relationships of our Portfolio Companies, all of which could negatively impact the business, financial condition and operating results of us or our Portfolio Companies.

 Our operations rely heavily on the secure processing, storage and transmission of financial, personal and other information in the computer systems and networks of the Company, our Investment Adviser, our Administrator and other third parties. In recent years, there have been several highly publicized incidents involving financial services companies reporting the unauthorized disclosure of client or other confidential information, as well as cyber attacks involving theft, dissemination and destruction of corporate information or other assets, which in some cases occurred as a result of failure to follow procedures by employees or contractors or as a result of actions by third-parties. Cyber attacks can originate from a variety of sources, including third-parties affiliated with foreign governments, organized crime or terrorist organizations, and malicious individuals both outside and inside a targeted company, including through use of relatively new artificial intelligence tools or methods. Geopolitical conflicts could result in an increased number and/or severity of cyber attacks. Malicious actors may also attempt to compromise or induce employees of our Investment Adviser, the Administrator or other users of our systems to disclose sensitive information or provide access to our data, and these types of risks may be difficult to detect or prevent. Additionally, we, Jefferies Finance and third-party service providers are subject to numerous laws and regulations designed to protect sensitive or confidential information, including personal data, such as U.S. and non-U.S. federal and state laws governing privacy and cybersecurity.

 A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of the information resources of us or our Portfolio Companies. These incidents may be an intentional attack or an unintentional event and could involve a third party or our own personnel gaining unauthorized access to our information systems or those of our Portfolio Companies for purposes of obtaining ransom payments, misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for loss or misappropriation of data, stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our reputation or business relationships. As our Portfolio Companies' reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by Jefferies Finance and third-party service providers, and the information systems of our Portfolio Companies and the software and networks of the Company, Jefferies Finance, third-party service providers and our Portfolio Companies may be vulnerable to spam attacks, unauthorized access, distributed denial of service attacks, ransomware, computer viruses and other malicious code, as well as human error, natural disaster, power loss, and other events. The techniques and malware used in these cyber attacks and cybersecurity incidents are increasingly sophisticated, change frequently and are often not recognized until launched because they are novel. Jefferies Finance and these third-party service providers have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that a cyber-incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident.

 We may form one or more CLOs, which may subject us to certain structured financing risks.

 To the extent permissible under risk retention rules adopted pursuant to Section 941 of the Dodd-Frank Act and applicable provisions of the Investment Company Act, to finance investments, we may securitize certain of our investments, including through the formation of one or more CLOs, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers. Any interest in any such CLO held by us may be considered a "non-qualifying asset" for purposes of the Investment Company Act.

 If we create a CLO, we will depend on distributions from the CLO's assets out of its earnings and cash flows to enable us to make distributions to our unitholders. The ability of a CLO to make distributions will be subject to various limitations, including the terms and covenants of the debt it issues. For example, tests (based on interest coverage or other financial ratios or other criteria) may restrict our ability, as holder of a CLO's equity interests, to receive cash flow from these investments. There is no assurance any such performance tests will be satisfied. Also, a CLO may take actions that delay distributions in order to preserve ratings and to keep the cost of present and future financings lower or the CLO may be obligated to retain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of the CLO's debt. As a result, there may be a lag, which could be significant, between the repayment or other realization on a loan or other assets in, and the distribution of cash out of, a CLO, or cash flow may be completely restricted for the life of the CLO. To qualify as a RIC, we must, among other things, timely distribute to our stockholders at least 90% of our investment company taxable income (determined without regard to the dividends paid deduction), which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses, if any, for each taxable year (the "Annual Distribution Requirement"). If we do not receive cash flow from any such CLO that is necessary to satisfy the Annual Distribution Requirement for maintaining our RIC status, and we are unable to obtain cash from other sources necessary to satisfy this requirement, we could fail to maintain our status as a RIC, which would have a material adverse effect on our financial performance.

 In addition, a decline in the credit quality of loans in a CLO due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases in defaults, among other things, may force a CLO to sell certain assets at a loss, reducing their earnings and, in turn, cash potentially available for distribution to us for distribution to our unitholders.

 To the extent that any losses are incurred by the CLO in respect of any collateral, such losses will be borne first by us as owner of equity interests. Finally, any equity interests that we retain in a CLO will not be secured by the assets of the CLO, and we will rank behind all creditors of the CLO.

 Our failure to make follow-on investments in our Portfolio Companies could impair the value of our portfolio.

 Following an initial investment in a Portfolio Company, we may make additional investments in that Portfolio Company as "follow-on" investments, in order to:

 • increase or maintain in whole or in part our equity ownership percentage or debt participation;

 • exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

 • Attempt to preserve or enhance the value of our investment.

 We may elect not to make follow on investments or may lack sufficient funds to make those investments.

 We will have the discretion to make any follow-on investments, subject to the availability of capital resources and the limitations set forth in "Item 1(c). Description of Business." The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a Portfolio Company and the initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities or because we are inhibited by compliance with BDC requirements or compliance with the requirements for maintenance of our RIC status.

 Our Portfolio Companies may prepay loans, which may reduce stated yields in the future if the capital returned cannot be invested in transactions with equal or greater expected yields.

 Certain of the loans we make will be prepayable at any time, with some prepayable at no premium to par. We cannot predict when such loans may be prepaid. Whether a loan is prepaid will depend both on the continued positive performance of the Portfolio Company and the existence of favorable financing market conditions that permit such Portfolio Company to replace existing financing with less expensive capital. In periods of rising interest rates, the risk of prepayment of floating rate loans may increase if other financing sources are available. As market conditions change frequently, it is unknown when, and if, this may be possible for each Portfolio Company. In the case of some of these loans, having the loan prepaid early may reduce the achievable yield for us in the future below the current yield disclosed for our portfolio if the capital returned cannot be invested in transactions with equal or greater expected yields.

 Investments in common and preferred equity securities, many of which are illiquid with no readily available market, involve a substantial degree of risk.

 Although equity securities have historically generated higher average total returns than fixed income securities over the long term, equity securities also have experienced significantly more volatility in those returns. Our equity investments may fail to appreciate and may decline in value or become worthless, and our ability to recover our investment will depend on our Portfolio Company's success. Investments in equity securities involve a number of significant risks, including:

 • any equity investment we make in a Portfolio Company could be subject to further dilution as a result of the issuance of additional equity interests and to serious risks as a junior security that will be subordinate to all indebtedness (including trade creditors) or senior securities in the event that the issuer is unable to meet its obligations or becomes subject to a bankruptcy process;

 • to the extent that the Portfolio Company requires additional capital and is unable to obtain it, we may not recover our investment; and

 • in some cases, equity securities in which we invest will not pay current dividends, and our ability to realize a return on our investment, as well as to recover our investment, will be dependent on the success of the Portfolio Company.

 Even if the Portfolio Company is successful, our ability to realize the value of our investment may be dependent on the occurrence of a liquidity event, such as a public offering or the sale of the Portfolio Company. It is likely to take a significant amount of time before a liquidity event occurs or we can otherwise sell our investment. In addition, the equity securities we receive or invest in may be subject to restrictions on resale during periods in which it could be advantageous to sell them.

 There are special risks associated with investing in preferred securities, including:

 • preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report income for tax purposes before we receive such distributions;

 • preferred securities are subordinated to debt in terms of priority to income and liquidation payments, and therefore will be subject to greater credit risk than debt;

 • preferred securities may be substantially less liquid than many other securities, such as common stock or U.S. government securities; and

 • generally, preferred security holders have no voting rights with respect to the issuing company, subject to limited exceptions.

 Additionally, when we invest in debt securities, we may acquire warrants or other equity securities as well. Our goal is ultimately to dispose of such equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in

 fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

 We may invest, to the extent permitted by law, in the equity securities of investment funds that are operating pursuant to certain exceptions to the Investment Company Act and, to the extent we so invest, will bear our ratable share of any such company's expenses, including management and performance fees. We will also remain obligated to pay the management fee and incentive fee to our Investment Adviser with respect to the assets invested in the securities and instruments of such companies. With respect to each of these investments, each of our common unitholders will bear their pro rata share of the management fee and incentive fee due to our Investment Adviser as well as indirectly bearing the management and performance fees and other expenses of any such investment funds or advisers.

 By originating loans to companies that are experiencing significant financial or business difficulties, we may be exposed to distressed lending risks.

 As part of our lending activities, we may originate loans to companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although the terms of such financing may result in significant financial returns to us, they involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies experiencing significant business and financial difficulties is unusually high. There is no assurance that we will correctly evaluate the value of the assets collateralizing our loans or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company that we fund, we may lose all or part of the amounts advanced to the borrower or may be required to accept collateral with a value less than the amount of the loan advanced by us to the borrower.

 We may be exposed to special risks associated with bankruptcy cases.

 Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a bankruptcy court would not approve actions that may be contrary to our interests. Furthermore, there are instances where creditors can lose their ranking and priority if they are considered to have taken over management of a borrower.

 The reorganization of a company can involve substantial legal, professional and administrative costs to a lender and the borrower; it is subject to unpredictable and lengthy delays; and during the process a company's competitive position may erode, key management may depart and a company may not be able to invest its capital adequately. In some cases, the debtor company may not be able to reorganize and may be required to liquidate assets. The debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer's fundamental value.

 In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower's business or exercise control over the borrower. For example, we could become subject to a lender's liability claim, if, among other things, the borrower requests significant managerial assistance from us and we provide such assistance as contemplated by the Investment Company Act.

 We will have broad discretion over the use of proceeds of the funds we raise from investors and will use proceeds in part to satisfy operating expenses.

 There can be no assurance that we will be able to locate a sufficient number of suitable investment opportunities to allow us to successfully deploy capital that we raise from investors in a timeframe that will permit investors to earn above-market returns. To the extent we are unable to invest substantially all of the capital we raise within our contemplated timeframe, our investment income, and in turn our results of operations, will likely be materially adversely affected. Additionally, there could be a significant lag in time between when we receive proceeds from the offering of our common units and our funding of investments. See "— Risks Relating to Our Business and Structure — We are a relatively new company and have a limited operating history."

 We intend to use substantially all of the proceeds from the offering of our common units, net of expenses, to make investments in accordance with our investment objectives and using the strategies described in this report. We anticipate that the remainder will be used for working capital and general corporate purposes, including the payment of operating expenses. However, subject to the restrictions of applicable law and regulations, including the Investment Company Act and the Code, we have significant flexibility in applying the proceeds of the funds we raise from investors and may use the net proceeds in ways with which unitholders may not agree, or for purposes other than those contemplated at the time of the capital raising. We may also pay operating expenses, and may pay other expenses such as due diligence expenses of potential new investments, from net proceeds. Our ability to achieve our investment objective may be limited to the extent that net proceeds of the funds we raise from investors, pending full investment by us in Portfolio Companies, are used to pay operating expenses.

 We may be exposed to unique conflicts of interest associated with certain investment opportunities in funded debt and related unfunded commitment financing transactions.

 Certain co-investment opportunities may involve a funded term loan and unfunded commitments (e.g., revolving credit facilities). The Company, along with other Accounts, will be offered and may invest in these opportunities on the same terms and conditions. However, the Company and other Accounts may invest in these instruments on a non-pro rata basis in differing amounts and, in some cases, certain of the other Accounts may not participate in the revolving credit facility opportunity based on the investment strategy of such an Account. For example, if the Company holds a small portion of a revolving credit facility and a larger portion of a funded term loan, while Jefferies Finance holds a larger portion of the revolving credit facility and a smaller portion of the funded term loan, in certain distressed situations it may be in our interests, when holding a larger portion of a funded term loan, to have the revolving lenders (e.g., Jefferies Finance) provide more funding to a revolving credit facility where the revolving lenders may not be required. Otherwise, the Company may not have the ability to secure access to the funded term loans that align with our investment objective to generate

 both current income and capital appreciation. Accordingly, when the Company invests in differing amounts with other Accounts and Jefferies Finance, the interests of the Company and the other Accounts and Jefferies Finance may not be aligned.

 Declines in market prices and liquidity in the corporate debt markets can result in significant net unrealized depreciation of our portfolio, which in turn would affect our results of operations.

 As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith under procedures adopted by our Board of Directors. We may take into account the following types of factors, if relevant, in determining the fair value of our investments: the enterprise value of a Portfolio Company (the entire value of the Portfolio Company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the Portfolio Company's ability to make payments and its earnings and discounted cash flow (taking into consideration current market interest rates and credit spreads), the markets in which the Portfolio Company does business, a comparison of the Portfolio Company's securities to similar publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. While most of our investments are not likely to be publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). As a result, volatility in the capital markets can also adversely affect our investment valuations. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation. The effect of all of these factors on our portfolio can reduce our NAV by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer unrealized depreciation, which could have a material adverse impact on our business, financial condition and results of operations.

 Economic recessions or downturns could impair our Portfolio Companies and harm our operating results.

 Our Portfolio Companies may be susceptible to economic downturns or recessions and may be unable to repay our loans during these periods. Therefore, during these periods our non-performing assets may increase and the value of our portfolio may decrease if we are required to write down the values of our investments. Adverse economic conditions may also decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.

 A Portfolio Company's failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on the Portfolio Company's assets representing collateral for its obligations. This could trigger cross defaults under other agreements and jeopardize our Portfolio Company's ability to meet its obligations under the debt that we hold and the value of any equity securities we own. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting Portfolio Company.

 Our Portfolio Companies may have incurred or issued, or may in the future incur or issue, debt or equity securities that rank equally with, or senior to, our investments in such companies, which could have an adverse effect on us in any liquidation of a Portfolio Company.

 Our Portfolio Companies may have, or may be permitted to incur, other debt, or issue other equity securities that rank equally with, or senior to, our investments. By their terms, such instruments may provide that the holders are entitled to receive payment of dividends, interest or principal on or before the dates on which we are entitled to receive payments in respect of our investments. These debt instruments would usually prohibit the Portfolio Companies from paying interest on or repaying our investments in the event and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a Portfolio Company, holders of securities ranking senior to our investment in that Portfolio Company typically are entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such holders, the Portfolio Company may not have any remaining assets to use for repaying its obligation to us. In the case of securities ranking equally with our investments, we would have to share on an equal basis any distributions with other security holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant Portfolio Company.

 Additionally, certain loans that we make to Portfolio Companies may be secured on a second priority basis by the same collateral securing senior secured debt, which will be secured on a first priority basis. The first priority liens on the collateral will secure the Portfolio Company's obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the Portfolio Company under the agreements governing the loans. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the Portfolio Company's remaining assets, if any.

 The rights we may have with respect to the collateral securing any junior priority loans we make to our Portfolio Companies may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of senior debt. Under such an intercreditor agreement, at any time that senior obligations are outstanding, we may forfeit certain rights with respect to the collateral to the holders of the senior obligations. These rights may include the right to commence enforcement proceedings against the collateral, the right to control the conduct of such enforcement proceedings, the right to approve amendments to collateral documents, the right to release liens on the collateral and the right to waive past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights as junior lenders are adversely affected. In addition, a bankruptcy court may choose not to enforce an intercreditor agreement or other arrangement with creditors.

 We may also make unsecured loans to Portfolio Companies, meaning that such loans will not benefit from any interest in collateral of such Portfolio Companies. Liens on such Portfolio Companies' collateral, if any, will secure the Portfolio Company's obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the Portfolio Company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then the unsecured claims would rank equally with the unpaid portion of such secured creditors' claims against the Portfolio Company's remaining assets, if any.

 Our Portfolio Companies may be highly leveraged.

 Some of our Portfolio Companies may be highly leveraged, which may have adverse consequences to these Portfolio Companies and to us as an investor. These Portfolio Companies may be subject to restrictive financial and operating covenants and the leverage may impair these Portfolio Companies' ability to finance their future operations and capital needs. As a result, these Portfolio Companies' flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged company's income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.

 Portfolio Companies with floating rate debt may be exposed to a higher cost of debt due to a rise in interest rates.

 We may structure the majority of our debt investments with floating interest rates to position our portfolio for rate increases. However, there can be no assurance that this will successfully mitigate our exposure to interest rate risk. For example, in rising interest rate environments, payments under floating rate debt instruments generally would rise and there may be a significant number of issuers of such floating rate debt instruments that would be unable or unwilling to pay such increased interest costs and may otherwise be unable to repay their loans. Rising interest rates could also cause Portfolio Companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. Investments in floating rate debt instruments may also decline in value in response to rising interest rates if the interest rates of such investments do not rise as much, or as quickly, as market interest rates in general. Similarly, during periods of rising interest rates, our fixed rate investments may decline in value because the fixed rate of interest paid thereunder may be below market interest rates.

 We may expose ourselves to risks if we engage in hedging transactions.

 We may seek to hedge against interest rate and currency exchange rate fluctuations and credit risk by using financial instruments such as futures, options, swaps and forward contracts, subject to the requirements of the Investment Company Act. These financial instruments may be purchased on exchanges or may be individually negotiated and traded in over-the-counter markets. Use of such financial instruments for hedging purposes may present significant risks, including the risk of loss of the amounts invested. Defaults by the other party to a hedging transaction can result in losses in the hedging transaction. Hedging activities also involve the risk of an imperfect correlation between the hedging instrument and the asset being hedged, which could result in losses both on the hedging transaction and on the instrument being hedged. Use of hedging activities may not prevent significant losses and could increase our losses. Further, hedging transactions may reduce cash available to pay distributions to our unitholders.

 We may initially invest a significant portion of the net proceeds from the offering of common units primarily in high-quality short-term investments, which will generate lower rates of return than those expected from the interest generated on our intended investment program.

 We may initially invest a portion of the net proceeds from the offering of common units primarily in cash, cash equivalents, U.S. government securities and other high-quality short-term investments. These securities may earn yields substantially lower than the income that we anticipate receiving once we are fully invested in accordance with our investment objective. As a result, we may not be able to achieve our investment objective and/or pay any dividends during this period or, if we are able to do so, such dividends may be substantially lower than the dividends that we expect to pay when our portfolio is fully invested in accordance with our investment objectives. If we do not realize yields in excess of our expenses, we may incur operating losses.

 Inflation and global supply chain issues may adversely affect the business, results of operations and financial conditions of Portfolio Companies.

 Inflation and fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets, particularly in emerging economies. For example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on our returns.

 Economic activity has continued to accelerate across sectors and regions. Nevertheless, global supply chain issues have, and may in the future, lead to a rise in energy prices. Inflation may continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our obligors' profit margins.

 Additionally, the continuing trade dispute between the United States and China, pursuant to which both countries have, among other things, imposed tariffs on one another, has had an adverse economic effect on U.S. markets and international trade more broadly. This adverse economic effect is likely to become more pronounced if the dispute remains unresolved, which could have a material adverse impact on our Portfolio Companies. For example, existing and any additional supply chain and other laws, regulations, or executive orders by either country that restrict or prohibit transactions or impose requirements or limitations on business could impair the ability of U.S.-based companies (in which we are likely to invest) to expand into markets in China and the ability of such companies' to produce or obtain component parts necessary for production. Also, for the foreseeable future, the trade dispute will likely continue to be an ongoing source of instability, resulting in significant currency fluctuations, increased capital markets volatility,

 and other adverse effects on international markets, international trade agreements, and other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise), which could present similar and additional potential risks and consequences for us and our Portfolio Companies.

 Trade negotiations and related government actions may create regulatory uncertainty for our Portfolio Companies and our investment strategies and adversely affect the profitability of our Portfolio Companies.

 In recent years, the U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto. For example, the U.S. government has imposed, and may in the future further increase, tariffs on certain foreign goods, including from China, such as steel and aluminum. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods. Most recently, the current U.S. presidential administration has imposed or sought to impose significant increases to tariffs on goods imported into the U.S., including from China, Canada and Mexico. Tariffs on imported goods could further increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future Portfolio Companies and adversely affect the revenues and profitability of Portfolio Companies whose businesses rely on goods imported from such impacted jurisdictions.

 There is uncertainty as to further actions that may be taken under the current U.S. presidential administration with respect to U.S. trade policy. Further governmental actions related to the imposition of tariffs or other trade barriers or changes to international trade agreements or policies, could further increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future Portfolio Companies and adversely affect the revenues and profitability of companies whose businesses rely on goods imported from outside of the United States.

 Risks Related to the Investment Adviser and its Affiliates; Conflicts of Interest

 Our Investment Adviser, its principals, investment professionals and employees and the members of its Investment Committee have certain conflicts of interest.

 Our Investment Adviser, its principals, affiliates, investment professionals and employees, the members of its Investment Committee and our officers and directors serve or may serve now or in the future as investment advisers, officers, directors, principals of, or in other capacities with respect to, public or private entities (including other BDCs and other investment funds) that operate in the same or a related line of business as us. In particular, three affiliates of the Investment Adviser, Jefferies Credit Partners LLC, Apex Credit Partners LLC and Jefferies Finance, are advisers to multiple private investment funds. Therefore, we expect these individuals may have obligations to investors in such other BDCs, the fulfillment of which might not be in our best interests or the best interests of our unitholders, and we expect that investment opportunities will satisfy the investment criteria for both us and such other BDCs. In addition, the Investment Adviser and its affiliates also manage other Accounts, and expect to manage other Accounts in the future, that have investment mandates that are similar, in whole or in part, to ours and, accordingly, may invest in asset classes similar to those targeted by us. As a result, our Investment Adviser and/or its affiliates may face conflicts in allocating investment opportunities between us and such other Accounts. The fact that our investment management fees may be lower than those of certain other Accounts advised by the Investment Adviser could result in this conflict of interest affecting us adversely relative to such other Accounts.

 Subject to applicable law, other Accounts may invest alongside us. In certain circumstances, negotiated co-investments by us and other Accounts in private placement securities that involve the negotiation of certain terms of the private placement securities to be purchased (other than price-related terms) may be made pursuant to an order from the SEC permitting us to do so. Under the terms of the exemptive order on co-investments, we are permitted to co-invest with our affiliates if a "required majority" (as defined in Section 57(o) of the Investment Company Act) of our Independent Directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our unitholders and do not involve overreaching of us or our unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our unitholders and is consistent with our Board of Directors approved criteria.

 Our Investment Adviser may in the future recommend to the Board of Directors that we merge with or sell all or substantially all of our assets to one or more funds, including a fund that could be managed by our Investment Adviser (including another BDC). In connection with a recommendation to the Board of a listing, an IPO or a merger and dependent upon the relevant facts and circumstances at the time, certain expense adjustment measures may be proposed, including without limitation, potential fee discounts or other expense measures; provided, however, that there is no assurance that any such measures would ultimately be consummated. No such merger or asset sale would be consummated absent the meeting of various conditions required by applicable law or contract, at such time, which may include approval of the board of directors and common equity holders of both funds. If our Investment Adviser is the investment adviser of both funds, various conflicts of interest would exist with respect to any such transaction. Such conflicts of interest may potentially arise from, among other things, differences between the compensation payable to the Investment Adviser by us and by the entity resulting from such a merger or asset sale or efficiencies or other benefits to our Investment Adviser as a result of managing a single, larger fund instead of two separate funds.

 Our Investment Adviser will be paid the management fee even if the values of investments decline, and our Investment Adviser's incentive fee may create incentives for it to make certain kinds of investments.

 The management fee is payable even in the event the value of unitholders' investments declines. In addition, the management fee is payable regardless of whether the value of our net assets or the value of unitholders' investments have decreased. The use of increased leverage may increase the likelihood of default, which would disfavor holders of our common units. Given the subjective nature of the investment decisions that our Investment Adviser will make on our behalf, we may not be able to monitor this potential conflict of interest.

 In addition, the incentive fee payable by us to our Investment Adviser may create an incentive for our Investment Adviser to make investments on our behalf that are risky or more speculative than would be the case in the absence of such a compensation arrangement and also to incur leverage, which will tend to enhance returns where our portfolio has positive returns. Our Investment Adviser receives the incentive fee based, in part, upon capital

 gains realized on our investments. As a result, our Investment Adviser may have an incentive to invest more in companies whose securities are likely to yield capital gains, as compared to income-producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher Investment losses, particularly during cyclical economic downturns.

 The incentive fee payable by us to our Investment Adviser also may create an incentive for our Investment Adviser to invest on our behalf in instruments that have a deferred interest feature. Under these investments, we accrue the interest over the life of the investment but do not receive the cash income from the investment until the end of the term. Our net investment income used to calculate the income portion of our incentive fee, however, includes accrued interest. Thus, a portion of this incentive fee is based on income that we have not yet received in cash. This risk could be increased because our Investment Adviser is not obligated to reimburse us for any incentive fees received even if we subsequently incur losses or never receive in cash the accrued income (including accrued income with respect to original issue discount, PIK interest and zero coupon securities).

 The incentive fee is based on pre-incentive fee net investment income.

 The incentive fee based on income will be determined and paid quarterly in arrears at the end of each calendar quarter by reference to our pre-incentive fee net investment income from the calendar quarter then ending. If market interest rates rise, we may be able to invest our funds in debt instruments that provide for a higher return, which would increase our pre-incentive fee net investment income and make it easier for the Investment Adviser to surpass the hurdle rate and receive an incentive fee on such net investment income. PIK interest and OID will also increase our pre-incentive fee net investment income and make it easier to surpass the hurdle rate. The pre-incentive fee net investment income is also included in the amount of our net assets used to calculate the management fee.

 Our ability to achieve our investment objective depends on our Investment Adviser's ability to identify, invest in and monitor companies that meet our investment criteria.

 Accomplishing this result on a cost-effective basis is largely a function of the structuring of our investment process and the ability of our Investment Adviser to provide competent, attentive and efficient services to us. We may also be called upon to provide significant managerial assistance to certain of our Portfolio Companies. These demands on their time, which will increase as the number of investments grow, may distract them or slow the rate of investment. In order to grow, our Investment Adviser may need to hire, train, supervise, manage and retain new employees. However, we cannot assure unitholders that we will be able to do so effectively. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

 Potential conflicts of interest with other businesses of JFG could impact our investment returns.

 There are significant potential conflicts of interest that could negatively impact our investment returns.

 JFG, including its affiliates and personnel, is a worldwide, full-service investment banking, broker-dealer, asset management and financial services organization, and a major participant in global financial markets that provides a wide range of financial services to a substantial and diversified client base that includes corporations, private equity sponsors, financial institutions, governments, institutional investors, and high-net-worth individuals. As such, it acts as an investor, investment banker, research provider, investment manager, financier, adviser, market maker, trader, prime broker, derivatives dealer, lender, counterparty, agent and principal. In those and other capacities, JFG and its affiliates advise clients in all markets and transactions and purchase, sell, hold and recommend a broad array of investments, including securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products for its own Accounts or for the Accounts of their customers, and have other direct and indirect interests, in the global fixed income, currency, commodity, equity, bank loans and other markets in which we invest or may invest. Such additional businesses and interests will likely give rise to potential conflicts of interest and may restrict the way we operate our business. For example, (1) we may not be able to conduct transactions relating to investments in Portfolio Companies because our Investment Adviser is not permitted to obtain or use material non-public information in effecting purchases and sales in public securities transactions for us or (2) JFG, the clients it advises, and its personnel may engage (or consider engaging) in commercial arrangements or transactions with us (subject to any limitations under the law), and/or may compete for commercial arrangements or transactions in the same types of companies, assets, securities or other assets or instruments as us. Transactions by, advice to and activities of such Accounts (including potentially JFG acting on a proprietary basis), may involve the same or related companies, securities or other assets or instruments as those in which we invest and may negatively affect us (including our ability to engage in a transaction or other activities) or the prices or terms at which our transactions or other activities may be effected. For example, JFG may be engaged to provide advice to an account that is considering entering into a transaction with us, and JFG may advise the account not to pursue the transaction with us, or otherwise in connection with a potential transaction provide advice to the account that would be adverse to us.

 In addition, an affiliate of JFG may, to the extent permitted by applicable law, including the limitations set forth in Section 57(k) of the Investment Company Act, receive compensation from us or from the borrowers if we make any investments based on opportunities that such employees or personnel of JFG have referred to us. Such compensation might incentivize JFG or its employees or personnel to refer opportunities or to recommend investments that might otherwise be unsuitable for us. Further, any such compensation paid by us, or paid by the borrower (to which we would otherwise have been entitled) in connection with such investments, may negatively impact our returns.

 Furthermore, Jefferies Finance and its affiliates are currently, and in the future expect to be, raising capital for new public or private investment vehicles that have, or when formed will have, the primary purpose of upper middle market private credit. These investment vehicles, as well as existing investment vehicles will compete with us for investments. Although our Investment Adviser and its affiliates will endeavor to allocate investment opportunities among their clients, including us, in a fair and equitable manner and consistent with applicable allocation procedures, it is expected that, in the future, we may not be given the opportunity to participate in investments made by other clients or entities managed by our Investment Adviser or its affiliates or that we may participate in such investments to a lesser extent due to participation by such other clients or entities.

 In addition, subject to applicable law, Jefferies Finance or another investment account or vehicle managed or controlled by Jefferies Finance may hold securities, loans or other instruments of a Portfolio Company in a different class or a different part of the capital structure than securities, loans or other instruments of such Portfolio Company held by us. As a result, Jefferies Finance or another investment account or vehicle may pursue or enforce rights

 or activities, or refrain from pursuing or enforcing rights or activities, on behalf of its own account, that could have an adverse effect on us. In addition, to the extent Jefferies Finance or an affiliate has invested in a Portfolio Company for its own account, Jefferies Finance or an affiliate may limit the transactions engaged in by us with respect to such Portfolio Company or issuer for reputational, legal, regulatory or other reasons.

 Unitholders should note the matters discussed in " — Risks Related to the Investment Adviser and its Affiliates — Our ability to enter into transactions with our affiliates is restricted."

 Our Investment Adviser can resign on 60 days' notice. We may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

 Our Investment Adviser has the right, under the Investment Advisory Agreement, to resign at any time upon 60 days' written notice, regardless of whether we have found a replacement. If our Investment Adviser resigns, we may not be able to find a new external investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption and our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected.

 Our Investment Adviser's responsibilities and its liability to us are limited under the Investment Advisory Agreement, which may lead our Investment Adviser to act in a riskier manner on our behalf than it would when acting for its own account.

 Our Investment Adviser and its officers, directors, partners, managing directors, unitholders, members, other equity holders, employees and controlling persons (if any) will not be liable for any error of judgment or mistake of law or for any loss suffered by us in connection with the matters to which the Investment Advisory Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on our Investment Adviser's part in the performance of its duties or from reckless disregard by our Investment Adviser of its obligations and duties under the Investment Advisory Agreement. Any person, even though also employed by our Investment Adviser, who may be or become an employee of and paid by us shall be deemed, when acting within the scope of his or her employment by us, to be acting in such employment solely for us and not as our Investment Adviser's employee or agent. These protections may lead our Investment Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account. See " — Risks Related to the Investment Adviser and its Affiliates; Conflicts of Interest — Our Investment Adviser will be paid the management fee even if the values of the investments decline, and our Investment Adviser's incentive fee may create incentives for it to make certain kinds of investments."

 Our ability to enter into transactions with our affiliates is restricted.

 As a BDC, we are prohibited under the Investment Company Act from knowingly participating in certain transactions with our affiliates without the prior approval of a majority of the Independent Directors who have no financial interest in the transaction, or in some cases, the prior approval of the SEC. For example, any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is deemed to be an affiliate for purposes of the Investment Company Act and, if this is the only reason such person is an affiliate, we are generally prohibited from buying any asset from or selling any asset (other than our common units) to such affiliate, absent the prior approval of such directors. The Investment Company Act also prohibits "joint transactions" with an affiliate, which could include joint investments in the same Portfolio Company, without approval of the Independent Directors or in some cases the prior approval of the SEC. Moreover, except in certain limited circumstances, we are prohibited from buying any asset from or selling any asset to a holder of more than 25% of our voting securities, absent prior approval of the SEC. The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances then existing.

 Risks Related to Our Operation as a Business Development Company

 Our operation as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility. In addition, if we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company, which would subject us to additional regulatory restrictions.

 The Investment Company Act imposes numerous constraints on the operations of BDCs. For example, BDCs generally are required to invest at least 70% of their total assets primarily in securities of qualifying U.S. private companies or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less from the time of investment. These constraints may hinder our Investment Adviser's ability to take advantage of attractive investment opportunities and to achieve our investment objective. Furthermore, any failure to comply with the requirements imposed on BDCs by the Investment Company Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants.

 We may be precluded from investing in what our Investment Adviser believes are attractive investments if such investments are not qualifying assets for purposes of the Investment Company Act. If we do not invest a sufficient portion of our assets in qualifying assets, we will be prohibited from making any additional investment that is not a qualifying asset and could be forced to forgo attractive investment opportunities. Similarly, these rules could prevent us from making follow-on investments in existing Portfolio Companies (which could result in the dilution of our position).

 If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company that is required to register under the Investment Company Act, which would subject us to additional regulatory restrictions and significantly decrease our operating flexibility. In addition, any such failure could cause an event of default under any outstanding indebtedness we might have, which could have a material adverse effect on our business, financial condition or results of operations.

 Regulations governing our operation as a BDC and RIC affect our ability to, and the way in which we, raise additional capital. These constraints may hinder our Investment Adviser's ability to take advantage of attractive investment opportunities and to achieve our investment objective.

 As a result of the Annual Distribution Requirement to qualify as a RIC, we may need to periodically access the capital markets to raise cash to fund new investments. We may issue "senior securities," as defined under the Investment Company Act, including borrowing money from banks or other financial institutions only in amounts such that our asset coverage meets the threshold set forth in the Investment Company Act immediately after each such issuance. The Investment Company Act currently requires an asset coverage of at least 150% (i.e., a 2:1 debt-to-equity ratio). Our ability to issue different types of securities is also limited. Compliance with these requirements may unfavorably limit our investment opportunities and reduce our ability in comparison to other companies to profit from favorable spreads between the rates at which we can borrow and the rates at which we can lend. As a BDC, therefore, we intend to continuously issue equity at a rate more frequent than our privately-owned competitors, which may lead to greater unitholder dilution.

 We expect to borrow for investment purposes. If the value of our assets declines, we may be unable to satisfy the asset coverage test, which would prohibit us from paying distributions and could prevent us from qualifying as a RIC. If we cannot satisfy the asset coverage test, we may be required to sell a portion of our investments and, depending on the nature of our debt financing, repay a portion of our indebtedness at a time when such sales may be disadvantageous.

 Under the Investment Company Act, we generally are prohibited from issuing or selling our units at a price per unit, after deducting selling commissions, that is below our NAV per unit, which may be a disadvantage as compared with public companies. We may, however, sell our units, or warrants, options or rights to acquire our units, at a price below the current NAV of our units if our Board of Directors, including our Independent Directors, determines that such sale is in our best interests and the best interests of our unitholders, and our unitholders, as well as those unitholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the fair value of such securities.

 If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy, which would have a material adverse effect on our business, financial condition and results of operations.

 As a BDC, we may not acquire any assets other than "qualifying assets" unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. We believe that most of the investments that we may acquire in the future will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the Investment Company Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could be found to be in violation of the Investment Company Act provisions applicable to BDCs and possibly lose our status as a BDC, which would have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inopportune times in order to come into compliance with the Investment Company Act. If we need to dispose of such investments quickly, it may be difficult to dispose of such investments on favorable terms. For example, we may have difficulty in finding a buyer and, even if we do find a buyer, we may have to sell the investments at a substantial loss.

 The Company may enter into individual Unitholder Agreements that result in different investment terms then provided in the organizational documents.

 Consistent with applicable law (including the Investment Company Act), the Company, the Investment Adviser and/or affiliates of the Investment Adviser may negotiate certain agreements ("Unitholder Agreements") with certain unitholders who participate in the Private Offering, without the approval or vote of any other unitholder, which provide certain rights to such unitholders that will result in different investment terms with respect to such unitholders than the investment terms applicable to other unitholders that may have the effect of establishing rights under, or altering or supplementing the terms of the organizational documents (without creating a separate class of units) or any such unitholder's Subscription Agreement solely as it relates to such unitholder. As a result of the Unitholder Agreements, certain unitholders may receive additional benefits that other unitholders will not receive. Such rights or terms in any such Unitholder Agreement or other similar agreement may include, without limitation: (i) the Company and/or the Investment Adviser's agreement to extend certain information rights or additional reporting to any such unitholder, including, without limitation, to accommodate special regulatory or other circumstances, or (ii) board observation rights. Unless agreed otherwise in the Unitholder Agreement, in general, the Company, the Investment Adviser and affiliates of the Investment Adviser will not be required to notify any or all of the other unitholders of any such Unitholder Agreements or any of the rights and/or terms or provisions thereof, nor will the Company, the Investment Adviser or affiliates of the Investment Adviser be required to offer such additional and/or different rights and/or terms to any or all of the other unitholders. The Company, the Investment Adviser and/or affiliates of the Investment Adviser may enter into such Unitholder Agreements with any unitholder, subject to certain restrictions.

 Risks Related to Debt Financing

 We borrow money, which may magnify the potential for gain or loss and may increase the risk of investing in us.

 As part of our business strategy, we will borrow from, and may issue senior debt securities to, banks, insurance companies and other lenders or investors. Holders of these senior securities or other credit facilities will have claims on our assets that are superior to the claims of unitholders. If the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have if we did not employ leverage. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distributions to unitholders. Our ability to service any debt that it incurs will depend largely on its financial performance and will be subject to prevailing economic conditions and competitive pressures.

 Also, if we have senior debt securities or other credit facilities, any obligations to such creditors may be secured by a pledge of and security interest in some or all of our assets, including our portfolio of investments, our cash and/or our right to call undrawn commitments from the unitholders. If we enter into a subscription credit facility, the lenders (or their agent) may have the right on our behalf directly to call undrawn commitments and enforce remedies against the unitholders. In the case of a liquidation event, those lenders would receive proceeds to the extent of their security interest before any distributions are made to unitholders. Any credit agreement or other debt financing agreement into which we may enter may impose financial and operating covenants, remedies on default, and similar matters.

 We may, to the extent permitted by applicable law including the Investment Company Act, become co-liable (as a joint borrower, guarantor, or otherwise) for borrowings or other types of leverage of our subsidiaries or other entities in which we have an interest, including joint ventures.

 In addition, we may be unable to obtain our desired leverage, which would, in turn, affect an investor's return on investment.

 We currently do not intend to enter into any collateral and asset reuse arrangements, but may decide to enter into such an arrangement in the future.

 We will be exposed to risks associated with changes in interest rates.

 We are subject to financial market risks, including changes in interest rates. General interest rate fluctuations may have a substantial negative impact on our ability to make investments, the value of our investments and our ability to realize gains from the disposition of investments and, accordingly, have a material adverse effect on our investment objectives and our rate of return on invested capital. In addition, an increase in interest rates would make it more expensive to use debt for our financing needs.

 During periods of falling interest rates, payments under the floating rate debt instruments that we hold would generally decrease, resulting in less revenue to us. In the event of a sharply rising interest rate environment, such as during 2022 and 2023, payments under floating rate debt instruments generally would rise and there may be a significant number of issuers of such floating rate debt instruments that would be unable or unwilling to pay such increased interest costs and may otherwise be unable to repay their loans. Investments in floating rate debt instruments may also decline in value in response to rising interest rates if the interest rates of such investments do not rise as much, or as quickly, as market interest rates in general. Similarly, during periods of rising interest rates, fixed-rate debt instruments may decline in value because the fixed rates of interest paid thereunder may be below market interest rates.

 A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, in general, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle rate and may result in a substantial increase in the amount of incentive fees payable to the Adviser with respect to pre-incentive fee net investment income.

 Federal Income Tax Risks

 The Company will be subject to corporate-level US federal income tax on all of its net income if it is unable to maintain RIC tax treatment under the Code.

 The Company has elected to be treated and intends to operate in a manner so as to qualify each taxable year thereafter, as a RIC under the Code.

 As such, the Company must satisfy, among other requirements, certain ongoing asset diversification, source-of-income and annual distribution requirements. The Company may have difficulty complying with these requirements. In particular, to the extent that the Company holds equity investments in entities that are treated as partnerships or other pass-through entities for US federal income tax purposes, it may not have control over, or receive accurate information about, the underlying income and assets of those entities that are taken into account in determining its compliance with the aforementioned ongoing requirements. If the Company fails to qualify as a RIC it will become subject to corporate-level US federal income tax on all of its net income, and the resulting corporate taxes could substantially reduce the Company's net assets, the amount of income available for distributions to unitholders, the amount of distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on the Company and unitholders. See "Material US Federal Income Tax Considerations—Failure to Qualify as a Regulated Investment Company."

 If, before the end of any quarter of its taxable year, the Company believes that it may fail to meet the ongoing asset diversification requirements (as further described in "Material US Federal Income Tax Considerations—Qualification as a Regulated Investment Company"), the Company may seek to take certain actions to avert such a failure. However, the action frequently taken by RICs to avert such a failure—the disposition of non-diversified assets—may be difficult to pursue because of the limited liquidity of the Company's investments. While relevant tax provisions afford a RIC a 30-day period after the end of the relevant quarter in which to cure a diversification failure by disposing of non-diversified assets, the constraints on the Company's ability to effect a sale of an investment may limit the Company's use of this cure period. In certain cases, the Company may be afforded a longer cure period under applicable savings provisions, but the Company may be subject to a penalty tax in connection with its use of those savings provisions.

 The Company may hold investments, either directly or indirectly, that require income to be included in investment company taxable income in a year prior to the year in which the Company (or an underlying entity) actually receives a corresponding amount of cash in respect of such income. The Company may be required to make a distribution to unitholders in order to satisfy the annual distribution requirement, even though it will not have received any corresponding cash amount. As a result, the Company may have difficulty meeting the annual distribution requirement necessary to qualify for and maintain RIC tax treatment under the Code. The Company may have to sell some of its investments at times and/or at prices the Adviser would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If the Company is not able to obtain cash from other sources, it may not qualify for or maintain RIC tax treatment and thus become subject to corporate-level US federal income tax on all of its net income.

 In order to comply with the RIC rules or for other reasons, the Company may structure its investments in a way that could increase the taxes imposed thereon or in respect thereof. For example, the Company may be required to hold such investments through a US or non-US corporation (or other entity

 treated as such for US federal income tax purposes), and the Company would indirectly bear any US or non-US taxes imposed on such corporation. The Company may also be unable to make investments that it would otherwise determine to make as a result of the desire to qualify as a RIC.

 Tax laws are subject to changes which may adversely affect the Company.

 It is possible that the current US federal, state, local or non-US income tax treatment accorded an investment in the Company will be modified by legislative, administrative, or judicial action in the future, possibly with retroactive effect. The nature of changes in tax law, if any, cannot be determined prior to enactment of any new tax legislation. However, such legislation could significantly alter the tax consequences and decrease the after-tax rate of return of an investment in the Company. Potential investors therefore should seek, and must rely on, the advice of their own tax advisers with respect to the possible impact on their investments of recent legislation, as well as any future proposed tax legislation or administrative or judicial action.

 Risks Relating to the Offering and to Our Common Units

 Investors in offerings after the initial closing could receive fewer common units than anticipated.

 The purchase price per unit of our common units in any closing after the initial closing is expected to be determined to ensure that such price is equal to our then-current NAV per unit. As a result, in the event of an increase in our NAV per unit, the purchase price for units purchased in any closing after the initial closing may be higher than the prior monthly NAV per unit, and therefore an investor may receive a smaller number of units than if it had purchased units in a prior offering.

 Our common units are subject to significant transfer restrictions, and an investment in our common units generally will be illiquid.

 Units of our common units are subject to the restrictions on transfer described herein and as set forth in our LLC Agreement. Purchasers of units of our common units prior to an IPO and listing (including purchasers in the Private Offering) will not be permitted to transfer their units after the consummation of such IPO and listing, including a transfer of solely an economic interest, without our prior written consent until a date to be established by us. If we undergo a merger, similar restrictions may be imposed on our common units or shares of another entity received by our unitholders in connection with such transaction. If a listing does not occur, our common unitholders will generally be prohibited from transferring their units without our prior written consent. An investment in our common units is of further limited liquidity since our common units are not freely transferable under the securities laws. Each investor in our common units must be prepared to bear the economic risk of an investment in our common units for an indefinite period.

 Units of our common units have not been registered under the Securities Act and, therefore, under the securities laws, cannot be sold unless such units are subsequently registered under the Securities Act or an exemption from such registration is available. Units of our common units are illiquid assets for which there is not a secondary market and there is no guarantee that a secondary market will develop in the future. An investment in our common units are therefore suitable only for certain sophisticated investors that can bear the risks associated with the illiquidity of their common units.

 Investing in our common units involves an above average degree of risk.

 The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and volatility or loss of principal. Our investments in Portfolio Companies may be highly speculative and aggressive, and therefore an investment in our common units may not be suitable for someone with lower risk tolerance.

 An investor may be subject to the short-swing profits rules under the Exchange Act as a result of its investment in our common units.

 Our common units are registered under the Exchange Act. As a result, persons with the right to appoint a director or who beneficially own more than 10% of common units may be subject to Section 16(b) of the Exchange Act, which recaptures for our benefit profits from the purchase and sale of registered common units within a six-month period.

 Unitholders will experience dilution in their ownership percentage if they do not participate in our dividend reinvestment plan.

 All distributions declared in cash payable to unitholders that are participants in our dividend reinvestment plan will generally be automatically reinvested in our common units if the investor opts in to the plan. As a result, unitholders that do not elect to participate in our dividend reinvestment plan may experience dilution over time. Unitholders who do not elect to participate in dividend reinvestment plan may experience accretion to the net asset value ("NAV") of their units if our units are trading at a premium to our NAV and dilution if our units are trading at a discount to our NAV. The level of accretion or discount would depend on various factors, including the proportion of our unitholders who participate in the plan, the level of premium or discount at which our units are trading and the amount of the distribution payable to unitholders.

 Efforts to comply with Section 404 of the Sarbanes-Oxley Act will involve significant expenditures, and noncompliance with Section 404 of the Sarbanes- Oxley Act may adversely affect us.

 Commencing with this report, we are required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. Thereafter, we will be required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to continue to evaluate and disclose changes in our internal control over financial reporting. However, the Company's independent registered public accounting firm will not be required to formally attest to the effectiveness of the Company's internal control over financial reporting until the date that we are no longer classified as an emerging growth company under the JOBS Act and also cease to be a non-accelerated filer. For so long as our common units are not traded on a securities exchange, we will remain a non-accelerated filer, and we will not be subject to auditor attestation requirements of

 Section 404(b) of the Sarbanes-Oxley Act even if we cease to be an emerging growth company. If we are not able to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, our operations, financial reporting or financial results could be adversely affected.

 You will have limited opportunities to sell your common units and, to the extent you are able to sell your common units, you may not be able to recover the amount of your investment in our common units.

 We intend to commence the Unit Repurchase Program in which we intend to repurchase, in each quarter, up to 5% of our units outstanding (either by number of units or aggregate NAV) as of the close of the previous calendar quarter. Any such unit repurchase offer will be at the discretion of our Board of Directors and subject to applicable law and that such repurchases do not give rise to adverse tax, ERISA or other regulatory consequences to us or our unitholders. Additionally, if we determine to make one or more repurchase offers, such offers are expected to include numerous restrictions that limit your ability to sell your units pursuant to such offers. We expect to limit the number of common units repurchased pursuant to any unit repurchase offer to 5% of our outstanding common units (with the exact amount to be set by our Board of Directors).

 Although we expect that our Board of Directors will consider repurchase offers on a quarterly basis, our Board of Directors has complete and absolute discretion to determine whether we will engage in any unit repurchases and, if so, the terms of such repurchases. Therefore, we may ultimately not engage in any unit repurchases or may cease unit repurchases at any time, and you may not be able to sell your common units at all. You should not assume or rely upon any expectation that we will offer to repurchase any of our common units.

 The repurchase price per unit of future repurchase offers, if any, may be lower than the price per unit that unitholders paid for their common units. In addition, in the event that a unitholder chooses to participate in a quarterly repurchase offer, the unitholder may be required to provide us with notice of intent to participate prior to knowing what the NAV per unit will be on the repurchase date. A unitholder seeking to sell common units to us as part of our quarterly unit repurchase offer may be required to do so without knowledge of what the repurchase price per common unit will be on the repurchase date.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity
 Cybersecurity Risk Management and Strategy
 As an externally managed closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act, our day-to-day operations are managed by the Investment Adviser, Administrator and our executive officers under the oversight of our Board of Directors. Our executive officers are senior professionals of the Investment Adviser. We obtain our cybersecurity program-related services as part of a larger set of services provided to the parent company of our Investment Adviser by JFG under written agreement. As such, we rely on JFG's information systems infrastructure and JFG's processes for assessing, identifying and managing material risks to our business from cybersecurity threats. Below are details JFG has provided to us regarding its cybersecurity program.
 JFG's Chief Information Security Officer ("CISO") and his Global Information Security team ("GIS") oversee JFG's cybersecurity program and exercise overall responsibility for the strategic vision, design, development and implementation of, and adherence to, the program's protocols. The comprehensive program includes policies and procedures designed to protect JFG systems, operations, and the data entrusted to it, from anticipated threats or hazards. The program applies seven layers of controls: governance, identification, protection, detection, response, recovery, and third-party vendor management. The CISO reviews the cybersecurity framework annually as well as on an event-driven basis, as necessary, and reviews the scope of cybersecurity measures periodically, including to accommodate changes in business practices that may implicate security-related issues. Protective measures, where appropriate, include, but are not limited to, physical and digital access controls, software security and patch management, identity verification, mobile device management, data loss prevention solutions, employee cybersecurity awareness communications and best practices training programs, security baselines and tools to detect and report anomalous activity, service provider risk assessments, network monitoring, hardware and software, and data erasure and media disposal. Measures, policies and standards are aligned with industry-leading frameworks, such as those promulgated by the International Organization for Standardization and the National Institute of Standards and Technology ("NIST").
 JFG tests its cybersecurity defenses regularly through automated vulnerability scanning to identify and remediate critical vulnerabilities. In addition, an independent vendor conducts annual penetration tests to validate its external security posture. For certain JFG businesses, JFG also conducts cyber incident tabletop exercises involving hypothetical cybersecurity incidents to test its cyber incident response processes. Tabletop exercises are conducted by JFG's IT Risk team in collaboration with outside service providers as appropriate and members of JFG's senior management and Legal and Compliance teams. Learnings from these tabletop exercises and any events that JFG experiences are reviewed, discussed, and incorporated into its cybersecurity risk management processes as appropriate.
 In addition to JFG's internal exercises to test aspects of its cybersecurity program, JFG annually engages an independent third party to assess information system risks and the maturity of our cyber security program. The independent third party assesses the cybersecurity program against the Cyber Risk Institute Cyber Profile, a financial sector-focused framework based on the NIST Cybersecurity Framework, the results of which are reported to the JFG Board of Directors (the "JFG Board") and inform JFG's program.
 JFG has a comprehensive cybersecurity incident response and communication plan (the "IRP"), managed by the Security Operations Group, which is designed to inform appropriate risk management and business managers (including, as appropriate, our executive officers and other representatives of the Investment Adviser or its affiliates) of non-routine suspected or confirmed information security or cybersecurity events based on the expected risk an event presents. As appropriate, a team composed of individuals from several internal technical and managerial functions may be formed to investigate

 and remediate such an event and determine the extent of external advisor support required, including from external counsel, forensic investigators, and law enforcement agencies. The IRP is reviewed at least annually.
 JFG maintains a cybersecurity risk management process to identify and mitigate risks that impact the firm. This process includes reviewing risks discerned from time to time from both internal events and from external events, alerts and reports received from a broad variety of sources. Reports from external sources are also reviewed to formulate risk mitigation and remediation strategies. JFG's CISO periodically discusses and reviews cybersecurity risks and related mitigants with JFG's Chief Information Officer ("CIO"), the Head of IT Risk, and General Counsel and incorporates relevant cybersecurity risk updates and metrics. JFG adjusts and enhances its cybersecurity program in response to the evolving cybersecurity landscape and to align with regulatory and industry standards.
 JFG employs a process designed to periodically assess the cybersecurity risks associated with the engagement of third-party vendors and service providers. This assessment is conducted on the basis of, among other factors, the types of products or services provided and the extent and type of data accessed or processed by the third party.
 Cybersecurity is assessed by IT Risk and approved by the CIO as a component of JFG's annual, enterprise-wide Risk Control Self Assessment ("RCSA") managed by JFG's Operational Risk Group. The RCSA process is independently verified by JFG's Internal Audit Department.
 Although since inception, we have not experienced a material information security breach incident, future incidents could have a material impact on our business strategy, results of operations or financial condition. For a discussion of how risks from cybersecurity threats affect our business, and our reliance on the JFG and its affiliates in managing these risks, see "Part 1. Item 1A. Risk Factors - Risk Related to our Business - Cybersecurity risks and cyber incidents may adversely affect our business or the business of our Portfolio Companies by causing a disruption to our operations or the operations of our Portfolio Companies, a compromise or corruption of our confidential information or the confidential information of our Portfolio Companies and/or damage to our business relationships or the business relationships of our Portfolio Companies, all of which could negatively impact the business, financial condition and operating results of us or our Portfolio Companies" in this annual report.
 Cybersecurity Governance
 JFG has a dedicated GIS team, led by its CISO, who reports to JFG's CIO. The CISO works closely with JFG's CIO, Chief Financial Officer, and the Chief Risk Officer's ("CRO") team and Legal and Compliance Departments, to develop and advance the firm's cybersecurity strategy, which applies to us.
 JFG's CISO has extensive experience in cybersecurity and technology and is responsible for all aspects of cybersecurity across JFG's global businesses. He has over twenty years' experience managing cybersecurity in the financial and consulting services industries.

 JFG conducts periodic cybersecurity risk assessments, including assessments of third-party vendors, and assists with the management and mitigation of identified cybersecurity risks. The CISO reviews the cybersecurity framework annually as well as on an event-driven basis as necessary, and reviews the scope of cybersecurity measures periodically, including to accommodate changes in business practices that may implicate security-related issues.
 JFG's cybersecurity program is periodically assessed by JFG's Internal Audit Department. The results of these audits are reported to the Audit Committee of the JFG Board. Any resulting findings and associated actions to address issues are tracked and managed to completion. In addition, JFG's IT Risk team provides Key Risk Indicators ("KRIs") monthly to JFG's Operational Risk Committee whose members include the CIO, CRO, Head of Internal Audit and the CISO and their representatives. The monthly presentation includes updates on key security incidents and trending of cybersecurity KRIs.
 The JFG Board is responsible for the general oversight of all matters that affect JFG, including the myriad risks impacting it. The JFG Board fulfills its oversight role through the operations of its various committees and receives periodic reports on its committees' activities.

 The JFG Board's Risk and Liquidity Oversight Committee oversees JFG's enterprise risk management. Oversight includes reviewing and approving annually JFG's risk management framework and overarching risk appetite statements; reviewing JFG's technology, cybersecurity and privacy risk, legal and regulatory risk, and reputational risk, among other JFG major risk exposures; reviewing the steps management has taken to monitor and control such exposures; and reviewing JFG's capital, liquidity and funding against established risk methodologies. The CISO keeps the JFG Board informed about JFG's security posture and cybersecurity maturity program on a regular basis, providing updates about cybersecurity events, significant incidents, and new initiatives.

 Our Board of Directors is responsible for understanding the primary risks to our business, including any cybersecurity risks. Our Board of Directors may receive periodic updates from our Chief Compliance Officer, our General Counsel, our Chief Operating Officer or from our Investment Adviser regarding the overall state of the Investment Adviser's cybersecurity program, information on the current threat landscape, and risks from cybersecurity threats and cybersecurity incidents impacting our business.

 Item 2. Properties.

 We do not own any real estate or other properties materially important to our operations. Our executive offices are located at 520 Madison Avenue, 12th Floor New York, New York and our telephone number is (212) 284-3474. We believe that our office facilities will be suitable and adequate for our business as it is contemplated to be conducted.

 Item 3. Legal Proceedings.

 We are not currently subject to any material pending legal proceedings. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our Portfolio Companies.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market Information

 There is not currently and, until an exchange listing, we do not expect there to be, a public market for our units, nor can we give any assurance that one will develop.

 Unit Issuances

 The offering consists of one class of units of our common units, which will be made on a continuous basis in transactions exempt from registration under the Securities Act under Regulation D and Regulation S. For additional information, see "Item 1.Business — Private Offering." As of March 24, 2025, there was 1 holder of record of our common units.

 We will determine our NAV for units each month as of the last day of each calendar month. The NAV per unit is determined by dividing the value of total assets minus liabilities by the total number of common units outstanding at the date as of which the determination is made. The following table presents our monthly NAV per unit for the period from December 4, 2023 (inception) to December 31, 2024:

 For the Month Ended

 NAV Per Unit

 $

 January 31, 2024

 $

 1,846.89

 February 29, 2024

 $

 1,856.35

 March 31, 2024

 $

 1,859.46

 April 30, 2024

 $

 1,874.90

 May 31, 2024

 $

 1,849.67

 June 30, 2024

 $

 1,864.36

 July 31, 2024

 $

 1,866.19

 August 31, 2024

 $

 1,844.16

 September 30, 2024

 $

 1,856.08

 $

 1,814.21

 November 30, 2024

 $

 1,813.58

 $

 1,810.37

 Distributions

 The Board authorizes and declares distribution amounts per unit. The following table presents distributions that were declared during the year ended December 31, 2024 (in thousands, except per unit data):

 Declaration Date

 Record Date

 Payment Date

 Per Unit

 April 5, 2024

 $

 5.6624

 $

 May 13, 2024

 May 28, 2024

 June 6, 2024

 37.1568

 1,657

 August 13, 2024

 August 28, 2024

 September 6, 2024

 35.7895

 2,025

 62.9280

 4,325

 November 27, 2024

 November 29, 2024

 December 12, 2024

 18.9414

 1,406

 January 30, 2025

 22.2167

 1,894

 $

 182.6948

 $

 There were no distributions declared and payable for the period from December 4, 2023 (inception) to December 31, 2023.

 Dividend Reinvestment Plan

 We have adopted a dividend reinvestment plan, pursuant to which we will reinvest all cash dividends or other distributions authorized by the Board of Directors and declared by the Company on behalf of unitholders who affirmatively elect to reinvest their dividends or other distributions. As a result, if the Board of Directors authorizes, and we declare, a cash dividend or other distribution, then unitholders who have elected to participate in our dividend reinvestment plan will have their cash distributions automatically reinvested in additional common units, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating unitholder's account to three decimal places.

 A unitholder may elect to have net investment income dividends and capital gains distributions reinvested in common units of the Company. To exercise this option, such unitholder must notify the plan administrator and the Company's transfer agent and registrar, in writing so that such notice is received by the plan administrator not less than 10 days prior to the record date fixed by the Board for the net investment income dividend and/or capital gains distribution involved.

 The number of units to be issued to a unitholder under the dividend reinvestment plan will be determined by dividing the total dollar amount of the distribution payable to such unitholder by the NAV per unit of common units, as of the last day of our calendar quarter immediately preceding the date such distribution was declared. We intend to use newly issued units to implement the plan.

 There will be no brokerage charges or other charges to unitholders who participate in the plan.

 The plan will be terminable by us upon notice in writing mailed to each unitholder of record at least 30 days prior to any record date for the payment of any distribution by us.

 Unit Repurchase Program

 We may commence a Unit Repurchase Program in which we intend to offer to repurchase, in each quarter, up to 5% of our units outstanding (either by number of units or aggregate NAV) as of the close of the previous calendar quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act. All units purchased by us pursuant to the terms of such tender offer will be retired and thereafter will be authorized and unissued units. The mechanics of our Unit Repurchase Program may change in the future, due to decisions made by our Board or changes in applicable law or guidance from the staff of the SEC.

 Under our Unit Repurchase Program, to the extent we offer to repurchase units in any particular quarter, we expect to repurchase units pursuant to tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per unit as of the last calendar day of the applicable quarter, except the units that have not been outstanding for at least one year will be repurchased at 98% of such NAV. The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction will be retained by the Company for the benefit of the remaining unitholders. We may, from time to time, waive the Early Repurchase Deduction in our sole discretion.

 No unit repurchases were completed during the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023.

 Item 6. Reserved.

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Overview

 We are a private, perpetually offered, externally managed, non-diversified, closed-end management investment company, which has elected to be regulated as a BDC under the Investment Company Act. Formed as a Delaware limited liability company on December 8, 2022, we are externally managed by the Investment Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Investment Adviser is registered as investment adviser with the SEC. We have elected to be treated, and expect to qualify annually thereafter, as a RIC under the Code.

 Under our Investment Advisory Agreement, we have agreed to pay the Investment Adviser a management fee as well as an incentive fee based on our investment performance. Under the Administration Agreement, we pay the Administrator fees for its services in addition to reimbursing the Administrator for all reasonable expenses.

 Our investment objective is to generate both current income and capital appreciation by investing primarily in senior secured loans to U.S. companies in the upper middle market. We generally use the term "upper middle market" to refer to large companies with annual earnings before interest expense, income tax expense, depreciation and amortization, or "EBITDA," greater than $75 million. However, we may from time to time invest in smaller companies. We focus on companies backed by private equity sponsors and our capital is typically used by companies to support business growth, acquisitions, leveraged buyouts, refinancing or recapitalizations, and other related activity.

 The Company completed its acquisition of initial loans and commitments on December 4, 2023 ("inception").

 Investments

 We focus primarily on senior secured first lien loans of private U.S. companies. Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the expected return on new investments, the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

 Revenues

 We generate revenues in the form of interest income from the debt securities we hold. We also generate revenue from dividends and capital appreciation on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. The debt we invest in will typically not be rated by any rating agency, but if it were, it is likely that such debt would be below investment grade. In addition, we may also generate revenue in the form of commitment, loan origination, structuring or diligence fees. Certain of these fees may be capitalized and amortized as additional interest income over the life of the related loan.

 Expenses

 Our primary operating expenses include the payment of the management fee and the incentive fee (each of which is described below) to our Investment Adviser, legal and professional fees, interest, fees and other expenses of financings and other operating and overhead related expenses. The management fee and incentive fees compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and expenses relating to our operations and transactions, including:

 (i)

 our operational, offering and organizational expenses, subject to the succeeding paragraphs;

 (ii)

 fees and expenses, including travel expenses (up to an amount equal to the first-class air travel equivalent), incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including, without limitation, the fees and expenses of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;

 (iii)

 interest, fees and other expenses payable on financings, if any, incurred by us;

 (iv)

 fees and expenses incurred by us in connection with membership in investment company organizations;

 (v)

 commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees), but shall not include any placement or similar fees incurred in connection with the sale of units;

 (vi)

 fees and expenses associated with calculating our NAV (including the costs and expenses of the Independent Valuation Adviser);

 (vii)

 legal, auditing or accounting expenses;

 (viii)

 taxes or governmental fees;

 (ix)

 the fees and expenses of our Administrator, transfer agent and/or sub-transfer agent;

 (x)

 the cost of preparing certificates for the units or any other expenses, including clerical expenses of issue, redemption or repurchase of the units;

 (xi)

 the expenses of, and fees for, registering or qualifying units for sale, and maintaining our registration;

 (xii)

 the fees and expenses of our independent directors;

 (xiii)

 the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by our organizational documents insofar as they govern agreements with any such custodian;

 (xiv)

 the cost of preparing and distributing reports, proxy statements, tender offer documents, and notices to holders of our equity interests, the SEC and other regulatory authorities;

 (xv)

 insurance premiums and fidelity bond costs;

 (xvi)

 costs of holding unitholder meetings;

 (xvii)

 listing fees, if any;

 (xviii)

 costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business;

 (xix)

 expenses incurred by the Investment Adviser payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring our financial and legal affairs, providing administrative services, monitoring or administering investments;

 (xx)

 expenses relating to the issue, repurchase and transfer of units to the extent not borne by the relevant transferring unitholder and/or assignees;

 (xxi)

 costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to us, including in each case services with respect to the proposed purchase or sale of securities by us that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated, including broken deal fees);

 (xxii)

 costs of amending, restating or modifying our limited liability agreement, as may be amended, restated, and otherwise modified from time to time, the Investment Advisory Agreement or related documents of us or related entities;

 (xxiii)

 fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of us or related entities; and

 (xxiv)

 all other properly and reasonably chargeable expenses incurred by us or the Investment Adviser in connection with administering our business.

 In addition, we shall bear the fees and expenses related to the preparation and maintaining of any necessary registrations with regulators in order to market our units in certain jurisdictions and fees and expenses associated with preparation and maintenance of any key information document or similar document required by law or regulation.

 Prior to the commencement of operations on December 7, 2023, our Investment Adviser and its affiliates bore all organization and offering expenses in connection with our formation of us and the initial closing of the private offering. We will reimburse the Investment Adviser for all such expenses that it incurs on our behalf up to a maximum aggregate amount of $1.5 million in connection with our formation and the initial closing of the private offering, and the Investment Adviser agreed to bear all such organization and offering expenses that were incurred prior to the commencement of operations in excess of $1.5 million. In all cases, placement or similar fees incurred in connection with the sale of our common units are not considered organization or offering costs and will be borne by our Investment Adviser and its affiliates. Following the commencement of operations, are responsible for all organization and offering expenses. Organization and offering costs incurred prior to the commencement of operations totaled $1.5 million which were reimbursed to the Investment Adviser during the year ended December 31, 2024.

 Upon commencement of operations, organization expenses incurred were expensed, and our initial offering costs (other than the organization expenses) were amortized over a twelve-month period beginning with the commencement of our operations.

 From time to time, our Investment Adviser, our Administrator, or their affiliates may pay third-party providers of goods or services. We will reimburse the Investment Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf.

 Portfolio and Investment Activity

 Our portfolio and investment activity for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 is presented below (information at amortized cost unless otherwise indicated) (dollars in thousands):

 Total investments, beginning of period

 $

 $

 —

 New investments purchased (1)

 219,683

 110,637

 Net accretion of discount on investments (1)

 3,414

 Payment-in-kind interest and fees capitalized

 —

 Net realized gain (loss) on investments

 (2,390

)

 Investments repaid (1)

 (10,248

)

 (5,443

)

 Total investments, end of period

 $

 $

 Portfolio Companies at beginning of period

 —

 Number of new Portfolio Companies (2)

 Number of exited Portfolio Companies (2)

 —

 (3

)

 Portfolio Companies at end of period

 (1) Includes reorganizations and restructuring of investments.

 (2) For the year ended December 31, 2024, there were no portfolio companies that repaid loans in full. The period from December 4, 2023 (inception) to December 31, 2023 includes two portfolio companies which repaid loans in full between when the initial acquisition of a portfolio of loans and commitments was entered into on June 30, 2023, and when the transaction closed on December 4, 2023. See Note 3 to the consolidated financial statements for additional information.

 Our portfolio composition and weighted average yields as of December 31, 2024 and December 31, 2023 were as follows (dollars in millions):

 Weighted average yield on debt investments, at amortized cost (1)

 10.0

 %

 12.0

 %

 Weighted average yield on debt investments, at fair value (1)

 10.0

 %

 11.8

 %

 Weighted average EBITDA (2)

 $

 $

 Weighted average loan-to-value ("LTV") (3)

 %

 %

 Percentage of first lien secured debt portfolio investments, at fair value

 98.8

 %

 %

 Percentage of debt investments bearing a floating rate, at fair value

 99.9

 %

 %

 (1) Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or amortized cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

 (2) Includes all private debt investments for which fair value is determined by the Investment Adviser. Figures are derived from the financial statements most recently obtained by the Investment Adviser. Weighted average EBITDA is weighted based on the fair value of our total applicable private debt investments.

 (3) Includes all private debt investments for which fair value is determined by the Investment Adviser. Figures are derived from the financial statements most recently obtained by the Investment Adviser. LTV is calculated as first lien net debt divided by estimated enterprise value. Weighted average LTV is based on the fair value of the total applicable private debt investments.

 As of December 31, 2024 and December 31, 2023, there were no investments on non-accrual status.

 Critical Accounting Estimates

 Our financial statements are prepared in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from these estimates. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies is integral to understanding our financial statements.

 In addition to the discussion below, our critical accounting policies are further described in the notes to the consolidated financial statements.

 Fair Value Measurements

 We apply ASC 820, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements.

 ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

 ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities.

 The three-level hierarchy for fair value measurement is defined as follows:

 Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

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

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

 In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the financial instrument.

 The majority of our investments are expected to fall within Level 3 of the fair value hierarchy. We do not expect that there will be readily available market values for most of the investments which will be in its portfolio, and we will value such investments at fair value as determined in good faith by the Valuation Designee under the direction of the Board of Directors using a documented valuation policy, described below, and a consistently applied valuation process. The factors that may be taken into account in pricing the investments at fair value include, as relevant, the nature and realizable value of any collateral, the Portfolio Company's ability to make payments and its earnings and discounted cash flow, and the markets in which the Portfolio Company does business, comparison to publicly traded securities and other relevant factors. Available current market data are considered such as applicable market yields and multiples of publicly traded securities, comparison of financial ratios of peer companies, and changes in the interest rate environment and the credit markets that may affect the price at which similar investments would trade in their principal market, and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Valuation Designee will consider the pricing indicated by the external event to corroborate or revise its valuation.

 With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by our Board of Directors contemplates a multi-step valuation process each quarter, as described below:

 (1) Our quarterly valuation process begins with each Portfolio Company or investment being initially valued by the investment professionals of our Investment Adviser, the Valuation Designee, responsible for the Portfolio Company or investment;

 (2) We engage an Independent Valuation Adviser to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Adviser independently values such investments using quantitative and qualitative information provided by the investment professionals of our Investment Adviser as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Adviser also provides analyses to support their valuation methodology and calculations. The Independent Valuation Adviser provides an opinion on a final range of values on such investments to the Valuation Designee. The Independent Valuation Adviser defines fair value in accordance with ASC 820 and utilize valuation techniques including the market approach, the income approach or both;

 (3) The Independent Valuation Adviser's preliminary valuations are reviewed by our Investment Adviser, in its capacity as the Valuation Designee. The Independent Valuation Adviser's ranges are compared to our Investment Adviser's valuations to ensure our Investment Adviser's valuations are reasonable;

 (4) The Valuation Designee determines the valuations of our investments in good faith, within the meaning of the Investment Company Act, based on the input of the Independent Valuation Adviser, and provide the valuation determinations to the Audit Committee of the Board of Directors;

 (5) The Audit Committee of our Board of Directors will review valuation information provided by the Valuation Designee and the Independent Valuation Adviser. The Audit Committee then will discuss such valuation determinations; and

 (6) Our Board of Directors will further discuss the valuation determinations of the Valuation Designee, based on the input of the Independent Valuation Adviser.

 We do not intend to issue units at a purchase price below the then-current NAV per unit, except as permitted by Section 23 under the Investment Company Act.

 When our NAV is determined other than on a quarter-end (such as in connection with issuances of common units on dates occurring mid-quarter), it is determined by our Investment Adviser, acting under delegated authority from, and subject to the supervision of, our Board of Directors and in accordance with procedures adopted by our Board of Directors.

 Rule 2a-5 under the Investment Company Act was recently adopted by the SEC and establishes requirements for appointing a "valuation designee" and determining fair value in good faith for purposes of the Investment Company Act. Our valuation procedures comply with the new rule's requirements.

 Results of Operations

 Operating results for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 was as follows (in thousands):

 Total investment income

 $

 22,485

 $

 Net expenses

 11,850

 1,807

 Net investment income

 10,635

 (871

)

 Net realized gain (loss)

 (2,390

)

 Net change in unrealized appreciation

 1,393

 Net increase in member's capital resulting from operations

 $

 9,110

 $

 Net increase in member's capital resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. The Company completed its acquisition of initial loans and commitments on December 4, 2023. Accordingly, there is not a comparable period to the year ended December 31, 2024.

 Investment Income

 Investment income, was as follows (in thousands):

 Interest income

 $

 21,592

 $

 Payment-in-kind interest income

 —

 Other income

 Total investment income

 $

 22,485

 $

 For the year ended December 31, 2024 and for period from December 4, 2023 (inception) to December 31, 2023, total investment income was $22.5 million and $0.9 million, driven primarily by our deployment of capital. The size of our investment portfolio at fair value increased to $318.6 million at December 31, 2024 from $106.9 million at December 31, 2023.

 Expenses

 Expenses were as follows (in thousands):

 Interest and other financing expenses

 $

 9,021

 $

 Management fees

 1,256

 Income-based incentive fees

 1,247

 —

 Capital gains incentive fees

 (174

)

 Organization costs

 —

 Other general and administrative expenses

 2,829

 Total expenses before Fee Waiver

 14,179

 2,074

 Management fees waived

 (1,256

)

 (60

)

 Incentive fees waived

 (1,073

)

 (207

)

 Net expenses

 $

 11,850

 $

 1,807

 For the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023, net expenses were $11.9 million and $1.8 million, primarily attributable to interest and other financing expenses and the recognition of initial organization costs, partially offset by the Fee Waivers from our Investment Adviser.

 Interest and other financing expenses

 Total interest expense (including unused fees, amortization of deferred financing costs and debt issuance costs) of $9.0 million and $0.5 million, respectively, for the year ended December 31, 2024 and for period from December 4, 2023 (inception) to December 31, 2023 was driven by $101.2 million and $60.8 million respectively, of average borrowings under our credit facility and bridge loan financing.

 Management fees

 For the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023, management fees were $1.3 million and $0.1 million, respectively. Management fees are incurred at an annual rate of 1.25% of the average value of our net assets at the end of the most recently completed calendar quarter. The Investment Adviser has agreed to waive the management fee from inception through December 31, 2025, which resulted in a waiver of $1.3 million and $0.1 million, respectively, for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023. See "Item 1 Business — Fee Waiver Agreement" for more information.

 Incentive fees

 For the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023, total incentive fees were $1.1 million and $0.2 million, respectively. The Investment Adviser has agreed to waive the incentive fee from inception through December 31, 2025, which resulted in a waiver of $1.1 million and $0.2 million, respectively, the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023. See "Item 1 Business — Fee Waiver Agreement" for more information.

 Organization costs

 Organization costs include expenses incurred in our initial formation. Organization costs of $0.8 million were expensed upon the initial closing on December 7, 2023.

 Net Realized Gain (Loss)

 Net realized gain (loss) was comprised of the following (in thousands):

 Net realized gains (losses)

 $

 (2,390

)

 $

 For the year ended December 31, 2024, we recognized no gross realized gains on investments and recognized gross realized losses of $2.4 million on investments. The net realized loss on investments was comprised of a $2.4 million loss on the restructuring of one investment which was primarily reclassified from unrealized appreciation (depreciation) on investments during the year ended December 31, 2024. For the period from December 4, 2023 (inception) to December 31, 2023, we recognized gross realized gains of $0.3 million and no gross realized losses, resulting in net realized gains on investments of $0.3 million.

 Net Unrealized Appreciation (Depreciation)

 Net unrealized appreciation (depreciation) was comprised of the following (in thousands):

 Net unrealized appreciation

 $

 $

 1,393

 For the year ended December 31, 2024, we recognized gross unrealized appreciation on investments of $2.4 million and gross unrealized depreciation on investments of $1.5 million, including the impact of transferring unrealized appreciation (depreciation) to realized gains (losses), resulting in net change in unrealized appreciation of $0.9 million on investments. For the period from December 4, 2023 (inception) to December 31, 2023, we recognized gross unrealized appreciation on investments of $1.5 million and gross unrealized depreciation on investments of $0.1 million, including the impact of transferring unrealized appreciation (depreciation) to realized gains (losses), resulting in net change in unrealized appreciation of $1.4 million on investments through our first period of operations.

 Liquidity and Capital Resources

 The Company's liquidity and capital resources are generated and generally available through our continuous offering of common units and debt offerings, our Senior Secured Credit Facility (as discussed in Note 6 to the consolidated financial statements), as well as from cash flows from operations, investment sales of liquid assets and receipt of investment principal and interest.

 As of December 31, 2024, we had one Senior Secured Credit Facility outstanding with a maximum available amount of $300 million that is committed to increase to $400 million on June 7, 2025. We may enter into additional credit facilities, increase the size of our existing credit facilities or issue additional debt securities, including debt securitizations and unsecured debt. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the Investment Company Act, with

 certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness is at least 150%.

 We believe that our current cash and cash equivalents on hand, our available borrowing capacity under our Senior Secured Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations in the near term.

 Cash Equivalents

 Cash equivalents include highly liquid investments, including money market funds, not held for resale with original maturities of three months or less.

 Restricted Cash

 Restricted cash includes the amount of principal and interest collections received as well as amounts in reserve to fund draws on our credit facility that are all held at SCI BDC SPV I LLC (the "SPV").

 Debt

 As of December 31, 2024, we had an aggregate principal amount of $173.6 million of debt outstanding under our Senior Secured Credit Facility. The Senior Secured Credit Facility matures on December 7, 2029, unless there is an earlier termination or an acceleration following an event of default.

 See Note 6 to the consolidated financial statements for information on the Company's debt.

 Member's Capital

 See Note 7 to the consolidated financial statements for information on the Company's common units and related capital activities.

 Distributions

 The Board authorizes and declares distribution amounts per unit. The following table presents distributions that were declared during the year ended December 31, 2024 (in thousands, except per unit data):

 Declaration Date

 Record Date

 Payment Date

 Per Unit

 April 5, 2024

 $

 5.6624

 $

 May 13, 2024

 May 28, 2024

 June 6, 2024

 37.1568

 1,657

 August 13, 2024

 August 28, 2024

 September 6, 2024

 35.7895

 2,025

 62.9280

 4,325

 November 27, 2024

 November 29, 2024

 December 12, 2024

 18.9414

 1,406

 January 30, 2025

 22.2167

 1,894

 $

 182.6948

 $

 There were no distributions declared and payable for the period from December 4, 2023 (inception) to December 31, 2023.

 The Company adopted a dividend reinvestment plan, pursuant to which we will reinvest all cash dividends or other distributions authorized by the Board of Directors and declared by the Company on behalf of unitholders who affirmatively elect to reinvest their dividends or other distributions. As a result, if the Board of Directors authorizes, and we declare, a cash dividend or other distribution, then unitholders who have elected to participate in our dividend reinvestment plan will have their cash distributions automatically reinvested in additional common units, rather than receiving the cash dividend or other distribution.

 To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. Although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investments.

 We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a BDC, we may in the future be limited in our ability to make distributions. Also, our Senior Secured Credit Facility may limit our ability to declare distributions if we default under certain provisions or fail to satisfy certain other conditions. If we do not distribute a certain percentage of our income annually, we may suffer adverse tax consequences, including possible loss of the tax benefits available to us as a RIC. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual PIK, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may not be able to meet the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC. With respect to the distributions to unitholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies is treated as taxable income and accordingly, distributed to unitholders.

 Unit Repurchase Program

 The Company may commence a unit repurchase program in which it has the ability to repurchase the Company's common units outstanding as of the close of the previous calendar quarter. The Board of Directors may amend or suspend the unit repurchase program if in its reasonable judgment it deems such action to be in the Company's best interest and the best interest of our unitholders. As a result, unit repurchases may not be available each

 quarter. Should the Board of Directors suspend the unit repurchase program, the Board of Directors will consider whether the continued suspension of the program is in the best interests of the Company and unitholders on a quarterly basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act. All units purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued units.

 Under the unit repurchase plan, to the extent the Company offers to repurchase units in any particular quarter, it is expected to repurchase units pursuant to tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per unit as of the last calendar day of the applicable quarter, except that units that have not been outstanding for at least one year will be repurchased at 98% of such NAV. The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining unitholders.

 Member's Capital

 Under the terms of our limited liability agreement, the Company is authorized to issue up to 1,000,000,000 common units.

 On March 3, 2023, Jefferies Credit Partners LLC, an affiliate of the Investment Adviser, purchased 1,000 common units for $1,000. Our common units will be issued by us on a continuous basis at a price per unit generally equal our next calculated NAV per unit.

 The following table summarizes the total number of common units issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 (in thousands, except unit amounts):

 Unit Issuance Date

 Number of Units Issued

 Aggregate Proceeds

 December 7, 2023

 29,958

 $

 55,998

 December 27, 2023

 13,618

 25,000

 July 18, 2024

 8,007

 15,000

 August 15, 2024

 4,002

 7,500

 September 3, 2024

 6,778

 12,500

 October 1, 2024

 2,694

 5,000

 October 16, 2024

 2,681

 5,000

 5,482

 10,000

 December 2, 2024

 11,028

 20,000

 Total

 84,248

 $

 155,998

 Contractual Obligations

 We have entered into the Investment Advisory Agreement with the Investment Adviser to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services. Payments for investment advisory services under the Advisory Agreements and reimbursements under the Administration Agreement are described in Note 2 and Note 3 to the consolidated financial statements.

 We have also entered into an equity commitment letter with our wholly owned, consolidated subsidiary, SCI BDC SPV I LLC, in connection with the Company's Senior Secured Credit Facility. See Note 6 to the consolidated financial statements for additional information.

 Off-Balance Sheet Arrangements

 We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet the financial needs of our Portfolio Companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet.

 From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At December 31, 2024, management is not aware of any pending or threatened litigation.

 Related-Party Transactions

 We entered into a number of business relationships with affiliated or related parties, including the following:

 • Investment Advisory Agreement

 • Co-Investment Exemptive Relief

 • JFIN Bridge Loan Agreement

 • Warehouse Portfolio Transaction

 • JFIN Investment

 • Due to Investment Adviser

 See Note 3 to the consolidated financial statements for additional information.

 Recent Developments

 See Note 13 to the consolidated financial statements for a summary of recent developments.

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio. Uncertainty with respect to the economic effects of elevated interest rates in response to inflation, U.S. and international trade policies and significant volatility in the financial markets due to the Russian/Ukraine and Middle East conflicts, has materially impacted and could continue to materially impact our market risks, including those listed below. For additional information concerning potential impact on our business and our operating results, see "Item 1A. Risk Factors."

 Investment Valuation Risk

 Because there is not a readily available market value for most of the investments in our portfolio, we value most of our portfolio investments at fair value based on, among other things, the input of our management and audit committee and the independent valuation firm that has been engaged at the direction of our Board of Directors to assist in the valuation of each portfolio investment without a readily available market quotation. The Board of Directors has designated the Investment Adviser as its "Valuation Designee" pursuant to Rule 2a-5 under the Investment Company Act, and in that role, the Investment Adviser is responsible for performing fair value determinations relating to all of the Company's investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Company's Board of Directors. Even though the Company's Board of Directors designated the Company's Investment Adviser as "Valuation Designee," the Company's Board of Directors continues to be responsible for overseeing the processes for determining fair valuation.

 Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized appreciation or depreciation reflected in the valuations currently assigned. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates" and "—Fair Value Measurements" as well as Notes 2 and 5 to our consolidated financial statements, for more information relating to our investment valuation.

 Interest Rate Risk

 Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund, and continue to expect to fund, a portion of our investments with borrowings, our net investment income is, and is expected to continue to be, affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

 As of December 31, 2024, 99.9% of our debt portfolio investments bore interest at variable rates, and typically have durations of one to six months after which they reset to current market interest rates, and substantially all are subject to certain floors. Our Senior Secured Credit Facility bears interest at a Term SOFR or a Base Rate, in each case plus an applicable margin equal to 2.15% for borrowings that reference Term SOFR and 1.15% for borrowings that reference the Base Rate.

 We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

 The following table shows the estimated annual impact on net investment income of base rate changes in interest rates (considering interest rate flows for variable rate instruments) to our loan portfolio and outstanding debt as of December 31, 2024, assuming no changes in our investment and borrowing structure (in thousands):

 Basis Point Change

 Interest Income

 Interest Expense

 Net Income

 Up 200 basis points

 $

 6,338

 $

 (3,472

)

 $

 2,866

 Up 100 basis points

 3,169

 (1,736

)

 1,433

 Up 50 basis points

 1,584

 (868

)

 Down 50 basis points

 (1,584

)

 (716

)

 Down 100 basis points

 (3,169

)

 1,736

 (1,433

)

 Down 200 basis points

 (6,338

)

 3,472

 (2,866

)

 We may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments.

 Item 8. Financial Statements and Supplementary Data.

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)

 Consolidated Statement of Assets and Liabilities

 Consolidated Statement of Operations

 Consolidated Statement of Changes in Member's Capital

 Consolidated Statement of Cash Flows

 Consolidated Schedule of Investments

 Notes to Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm

 To the member and the Board of Directors of Senior Credit Investments, LLC

 Opinion on the Financial Statements and Financial Highlights

 We have audited the accompanying consolidated statement of assets and liabilities of Senior Credit Investments, LLC (the "Company"), including the consolidated schedule of investments, as of December 31, 2024 and 2023, the related consolidated statements of operations, cash flows, changes in member's capital, and the consolidated financial highlights for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations, changes in member's capital, cash flows and financial highlights for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements and financial highlights based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2024 and 2023, by correspondence with the custodian, loan agents, and borrowers. We believe that our audit provides a reasonable basis for our opinion.

 /s/ Deloitte & Touche LLP

 New York, New York

 We have served as the Company's auditor since 2023.

 Consolidated Statement of Assets and Liabilities

 Assets

 Investments at fair value:

 Non-controlled/non-affiliated investments (amortized cost of $ 316,371 and $ 105,495,
at December 31, 2024 and December 31, 2023, respectively)

 $

 $

 Cash and cash equivalents

 2,162

 39,094

 Restricted cash

 6,698

 Interest receivable

 1,946

 Deferred financing costs

 3,502

 2,815

 Deferred offering costs

 —

 Prepaid expenses and other assets

 Total assets

 $

 333,198

 $

 150,760

 Liabilities

 Debt

 $

 $

 Distributions payable

 1,894

 —

 Interest payable

 2,922

 Due to Investment Adviser

 —

 1,625

 Accrued expenses and other liabilities

 Total liabilities

 $

 178,867

 $

 68,980

 Commitments and contingencies (Note 9)

 Member's Capital

 Common units ( 85,248 and 44,576 units issued and outstanding,
at December 31, 2024 and December 31, 2023, respectively)

 $

 155,318

 $

 80,943

 Accumulated distributable earnings

 ( 987

)

 Total member's capital

 $

 154,331

 $

 Total liabilities and member's capital

 $

 333,198

 $

 150,760

 Net Asset Value Per Unit

 Net assets

 $

 154,331

 $

 Common units outstanding ( 1,000,000,000 units authorized,
at December 31, 2024 and December 31, 2023)

 85,248

 44,576

 Net asset value per unit

 $

 1,810.37

 $

 Consolidated Statement of Operations

 Investment Income

 Interest income

 $

 21,592

 $

 Payment-in-kind interest income

 —

 Other income

 Total investment income

 22,485

 Operating Expenses

 Interest and other financing expenses

 9,021

 Management fees

 1,256

 Income-based incentive fees

 1,247

 —

 Capital gains incentive fees

 ( 174

)

 Organization costs

 —

 Other general and administrative expenses

 2,829

 Total expenses before Fee Waiver

 14,179

 2,074

 Management fees waived

 ( 1,256

)

 ( 60

)

 Incentive fees waived

 ( 1,073

)

 ( 207

)

 Net expenses

 11,850

 1,807

 Net investment income

 10,635

 ( 871

)

 Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation)

 Net realized gain (loss):

)

 Net realized gain (loss)

)

 Net change in unrealized appreciation (depreciation):

 1,393

 Net change in unrealized appreciation

 1,393

 Net realized gain (loss) and change in unrealized appreciation (depreciation)

 ( 1,525

)

 1,652

 Net Increase in Member's Capital Resulting from Operations

 $

 9,110

 $

 Net Increase in Net Assets Per Unit Resulting from Operations - Basic and Diluted (Note 8)

 $

 166.09

 $

 25.88

 Weighted Average Units Outstanding (Note 8)

 54,851

 30,180

 Consolidated Statement of Changes in Member's Capital

 Net Increase (Decrease) in Member's Capital Resulting from Operations

 Net investment income

 $

 10,635

 $

 ( 871

)

 Net realized gains (losses) in investments

)

 Net change in unrealized appreciation (depreciation) in investments

 1,393

 Net increase in member's capital resulting from operations

 9,110

 Distributions to Unitholders

 Distributions declared

 ( 11,559

)

 —

 Net decrease in member's capital resulting from distributions to unitholders

 ( 11,559

)

 —

 Capital Transactions

 Issuance of common units

 Net increase in member's capital from common unit transactions

 Member's Capital

 Total increase in member's capital during the period

 72,551

 81,779

 Member's capital, beginning of period

 Member's Capital at End of Period

 $

 154,331

 $

 Consolidated Statement of Cash Flows

 Operating Activities

 Net increase in member's capital resulting from operations

 $

 9,110

 $

 Adjustments to reconcile net increase in member's capital resulting from operations to net cash used in operating activities:

 Net realized (gains) losses on investments

 2,390

 ( 259

)

 Net change in unrealized appreciation on investments

 ( 865

)

 ( 1,393

)

 Net accretion of discount and amortization of premium

 ( 1,024

)

 ( 42

)

 Amortization of deferred financing costs

 Amortization of offering costs

 Payment-in-kind interest and fees capitalized

 ( 417

)

 —

 Purchase of investments

 ( 214,485

)

 ( 110,637

)

 Proceeds from sale of investments and principal repayments

 3,203

 5,443

 Changes in assets and liabilities:

 Interest receivable

 ( 1,960

)

 ( 529

)

 Prepaid expenses and other assets

 ( 331

)

 Interest payable

 2,554

 Due to Investment Adviser

 ( 943

)

 Accrued expenses and other liabilities

 ( 13

)

 Net Cash Used in Operating Activities

 ( 201,224

)

 ( 105,142

)

 Financing Activities

 Borrowings on debt

 152,709

 143,283

 Repayments on debt

 ( 45,400

)

 ( 76,989

)

 Financing costs paid and deferred

 ( 1,440

)

 ( 2,589

)

 Proceeds from issuance of common units

 Distributions paid to unitholders

 ( 9,665

)

 —

 Offering costs paid and deferred

 ( 682

)

 Net Cash Provided by Financing Activities

 170,522

 144,703

 Cash and Cash Equivalents and Restricted Cash

 Net increase (decrease) in cash and cash equivalents and restricted cash

 ( 30,702

)

 39,561

 Cash and cash equivalents and restricted cash, beginning of period

 39,562

 Cash and cash equivalents and restricted cash, end of period

 $

 8,860

 $

 39,562

 Supplemental Disclosure of Non-Cash Information

 Cash paid for interest

 $

 5,946

 $

 Cash paid for taxes

 $

 $

 —

 Accrued but unpaid debt financing costs

 $

 $

 Accrued but unpaid offering costs

 $

 —

 $

 Distributions payable

 $

 1,894

 $

 —

 Non-cash purchases of investments in restructuring

 $

 ( 5,198

)

 $

 —

 Non-cash sales/paydowns of investments in restructuring

 $

 7,045

 $

 —

 The following table presents cash and cash equivalents and restricted cash by category within the Consolidated Statement of Assets and Liabilities (in thousands):

 As of December 31

 2024

 2023

 Cash and cash equivalents

 $

 2,162

 $

 39,094

 Restricted cash

 6,698

 Cash and cash equivalents and restricted cash

 $

 8,860

 $

 39,562

 Consolidated Schedule of Investments

 11/12/2029

 $

 4,664

 $

 4,581

 $

 4,629

 11/12/2029

 —

 ( 2

)

 ( 5

)

 Seko Global Logistics Network, LLC

 First Lien Term Loan, Last-out

 S + 7.00 % (includes 5.00 % PIK)

 5/27/2030

 1,600

 1,506

 1,600

 6,085

 6,224

 4.0

 %

 Chemicals

 9/1/2029

 2,532

 2,433

 2,507

 9/1/2029

 1,279

 1,229

 1,266

 Aurora Plastics, LLC

 8/10/2028

 1,946

 1,834

 1,926

 Aurora Plastics, LLC

 8/10/2028

 6,400

 6,665

 4.3

 %

 Commercial Services & Supplies

 10/15/2031

 7,134

 7,064

 7,063

 10/15/2031

 —

 ( 13

)

 ( 26

)

 10/15/2031

 7,9

 6/20/2030

 2,312

 2,290

 2,312

 6/20/2030

 9,11

 6/20/2030

 —

 ( 1

)

 —

 7/15/2031

 7/15/2031

 —

 ( 1

)

 ( 1

)

 7/15/2030

 6,9

 9,729

 9,741

 6.3

 %

 Diversified Consumer Services

 5/23/2030

 6,829

 6,734

 6,726

 5/23/2030

 7,9

 5/23/2030

 7,9

 Barbri Holdings, Inc.

 4/30/2030

 8,076

 8,036

 8,036

 KL Stockton Intermediate II, LLC

 13.00 % PIK

 5/23/2031

 15,331

 15,314

 9.9

 %

 Electrical Equipment

 8/6/2031

 5,148

 5,098

 5,096

 8/6/2031

 2,059

 2,039

 2,038

 8/6/2031

 —

 ( 12

)

 ( 26

)

 8/6/2031

 —

 ( 1

)

 ( 1

)

 11/17/2031

 5,936

 5,877

 5,877

 11/17/2031

 —

 ( 5

)

 ( 11

)

 11/17/2031

 —

 ( 1

)

 ( 1

)

 12,995

 12,972

 8.4

 %

 Electronic Equipment, Instruments & Components

 2,105

 2,081

 2,084

 2,795

 2,752

 2,767

 3,275

 3,219

 3,242

 1,238

 1,226

 1,226

 —

 ( 1

)

 ( 2

)

 —

 ( 1

)

 ( 1

)

 1,268

 1,235

 1,255

 5,9

 1,121

 1,110

 1,110

 12,628

 12,707

 8.2

 %

 Financial Services

 SitusAMC Holdings Corporation

 12/22/2027

 $

 $

 $

 SitusAMC Holdings Corporation

 12/22/2027

 8,383

 8,345

 8,382

 8,883

 8,934

 5.8

 %

 Health Care Equipment & Supplies

 Perkinelmer U.S. LLC

 3/13/2029

 6,622

 6,426

 6,605

 Perkinelmer U.S. LLC

 3/13/2029

 1,391

 1,368

 1,386

 6,9

 7,794

 7,991

 5.2

 %

 Health Care Providers & Services

 7,874

 7,762

 7,835

 6,9

 —

 ( 2

)

 ( 1

)

 1,143

 1,138

 1,138

 8/7/2031

 9,699

 9,591

 9,602

 8/7/2031

 —

 ( 10

)

 ( 15

)

 8/7/2031

 5,9

 9/15/2028

 6,102

 6,002

 6,102

 9/15/2028

 9/15/2028

 5,9

 9,653

 9,480

 9,315

 —

 ( 11

)

 ( 45

)

 11/15/2029

 —

 ( 3

)

 ( 5

)

 PPV Intermediate Holdings, LLC

 8/31/2029

 —

 ( 32

)

 —

 Vital Care Buyer, LLC

 7/30/2031

 2,794

 2,767

 2,794

 Vital Care Buyer, LLC

 7/30/2031

 —

 ( 1

)

 —

 38,626

 38,718

 25.1

 %

 Health Care Technology

 DeLorean Purchaser, Inc.

 12/16/2031

 6,995

 6,890

 6,890

 DeLorean Purchaser, Inc.

 12/16/2031

 —

 ( 2

)

 ( 2

)

 Healthedge Software, Inc

 7/16/2031

 2,637

 2,612

 2,637

 Healthedge Software, Inc

 7/16/2031

 1,164

 1,152

 1,164

 Healthedge Software, Inc

 7/16/2031

 —

 ( 1

)

 —

 5,239

 5,189

 5,187

 7,9

 —

 ( 7

)

 ( 15

)

 —

 ( 1

)

 ( 1

)

 16,136

 16,152

 10.5

 %

 Insurance

 5,051

 5,005

 5,051

 7,9

 7,9

 Higginbotham Insurance Agency, Inc.

 11/24/2028

 4,472

 4,352

 4,468

 Higginbotham Insurance Agency, Inc.

 11/24/2028

 1,673

 1,640

 1,673

 6,9

 8/25/2028

 5,234

 5,185

 5,234

 8/25/2028

 —

 ( 14

)

 —

 8/25/2028

 —

 ( 1

)

 —

 SG Acquisition, Inc.

 4/3/2030

 11,269

 11,244

 11,269

 SG Acquisition, Inc.

 4/3/2030

 —

 ( 1

)

 —

 27,611

 27,927

 18.1

 %

 IT Services

 $

 5,588

 $

 5,468

 $

 5,532

 1,378

 1,348

 1,364

 4,339

 4,263

 4,294

 7,9

 8/15/2031

 8,048

 7,970

 8,047

 8/15/2031

 —

 ( 9

)

 —

 C + 4.75 %

 8/15/2031

 8,9

 19,060

 19,258

 12.5

 %

 Life Sciences Tools & Services

 Advarra Holdings, Inc

 9/15/2031

 9,729

 9,682

 9,729

 Advarra Holdings, Inc

 9/15/2031

 —

 ( 1

)

 —

 9,681

 9,729

 6.3

 %

 Machinery

 10/26/2027

 6,767

 6,709

 6,751

 10/26/2027

 —

 ( 11

)

 ( 6

)

 10/26/2027

 —

 ( 1

)

 —

 6,697

 6,745

 4.4

 %

 AVSC Holding Corp.

 12/5/2031

 6,996

 6,857

 6,856

 AVSC Holding Corp.

 12/5/2029

 —

 ( 3

)

 ( 3

)

 11/18/2031

 3,437

 3,403

 3,403

 11/18/2031

 —

 ( 8

)

 ( 17

)

 11/18/2031

 7,9

 Chartwell Cumming Holding Corporation

 11/16/2027

 6,704

 6,496

 6,704

 Chartwell Cumming Holding Corporation

 11/16/2027

 9/5/2031

 5,207

 5,157

 5,155

 9/5/2031

 —

 ( 4

)

 ( 9

)

 9/5/2031

 —

 ( 1

)

 ( 1

)

 9/30/2027

 9/30/2027

 —

 ( 8

)

 —

 5,860

 5,773

 5,802

 —

 ( 1

)

 ( 1

)

 IRI Group Holdings, Inc (f/k/a The NPD Group L.P.)

 12/1/2028

 6,965

 6,807

 6,964

 35,544

 35,961

 23.3

 %

 Software

 Aptean, Inc

 1/30/2031

 $

 4,997

 $

 4,952

 $

 4,997

 Aptean, Inc.

 1/30/2031

 7,9

 Aptean, Inc.

 1/30/2031

 —

 ( 1

)

 —

 9,365

 9,281

 9,364

 6,9

 —

 ( 1

)

 —

 7/1/2031

 6,847

 6,782

 6,847

 7/1/2031

 —

 ( 9

)

 —

 7/1/2031

 —

 ( 1

)

 —

 7,405

 7,308

 7,405

 —

 ( 2

)

 —

 6,9

 5/25/2028

 2,167

 2,157

 2,166

 5/25/2028

 7,9

 5/25/2028

 —

 ( 1

)

 —

 6/11/2029

 7,730

 7,495

 7,710

 6/11/2029

 7,9

 S + 6.00 % (includes 1.75 % PIK)

 7/19/2028

 5,430

 5,365

 5,186

 S + 6.00 % (includes 1.75 % PIK)

 7/19/2028

 1,241

 1,223

 1,185

 Sapphire Software Buyer, Inc.

 S + 5.00 % (includes 3.00 % PIK)

 9/30/2031

 9,149

 9,061

 9,058

 Sapphire Software Buyer, Inc.

 9/30/2031

 —

 ( 1

)

 ( 1

)

 54,539

 54,865

 35.6

 %

 Trading Companies & Distributors

 12/19/2030

 9,947

 9,769

 9,947

 12/19/2030

 7,9

 12/19/2029

 7,9

 PT Intermediate Holdings III, LLC

 S + 5.00 % (includes 1.75 % PIK)

 4/9/2030

 8,382

 8,364

 8,382

 PT Intermediate Holdings III, LLC

 4/9/2030

 —

 ( 1

)

 —

 7/24/2031

 5,408

 5,356

 5,408

 7/24/2031

 5,9

 7/24/2031

 —

 ( 1

)

 —

 24,653

 24,952

 16.2

 %

 Total non-controlled-non-affiliated Portfolio Company debt investments (10)

 312,392

 204.1

 %

 Equity Investments

 Eclipse Topco, Inc.

 $

 $

 Red Griffin TopCo, LLC

 3,694

 3,500

 Total non-controlled-non-affiliated Portfolio Company equity investments

 3,979

 3,774

 2.4

 %

 Total non-controlled-non-affiliated Portfolio Company investments

 $

 $

 206.5

 %

 (1) Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Canadian Overnight Repo Rate Average ("CORRA" or "C"), Secured Overnight Financing Rate ("SOFR" or "S") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower's option, and which reset periodically based on the terms of the loan agreement. SOFR and CORRA based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period.

 (2) Cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

 (3) These investments were valued using unobservable inputs and are considered Level 3 investments.

 (4) Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5 % of the portfolio company's outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company. As of December 31, 2024, all of the Company's investments were non-controlled, non-affiliated.

 (5) The interest rate on these loans is subject to 6-month SOFR, which as of December 31, 2024 was 4.25 %.

 (6) The interest rate on these loans is subject to 1-month SOFR, which as of December 31, 2024 was 4.33 %.

 (7) The interest rate on these loans is subject to 3-month SOFR, which as of December 31, 2024 was 4.31 %.

 (8) The interest rate on these loans is subject to 3-month CORRA, which as of December 31, 2024 was 3.15 %.

 (9) All or a portion of the position is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. For investments in delayed draw term loans and revolvers, the cost basis is adjusted for any market discount or original issue discount received on the total balance committed. As a result, the purchase of commitments not fully funded may result in a negative cost and fair value until funded. See the following table for more information on the Company's unfunded commitments.

 (10) All funded debt investments are income producing. As of December 31, 2024, there were no investments on non-accrual.

 (11) The interest rate on $ 0.1 million of principal loans is subject to 1-month SOFR, which as of December 31, 2024 was 4.33 % and the interest rate on $ 0.1 million of principal loans is subject to 3-month SOFR, which as of December 31, 2024 was 4.31 %.

 (12) The interest rate on $ 3.2 million of principal loans is subject to 1-month SOFR, which as of December 31, 2024 was 4.33 % and the interest rate on $ 2.3 million of principal loans is subject to 6-month SOFR, which as of December 31, 2024 was 4.25 %.

 (13) Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States.

 The following table is a listing of the Company's unfunded commitments as of December 31, 2024 (in thousands):

 Portfolio Company

 Commitment
Expiration Date

 Unfunded
Commitment

 Fair
Value (3)

 7/2/2026

 $

 1,333

 $

 ( 7

)

 ( 1

)

 Advarra Holdings, Inc

 9/14/2026

 —

 5/23/2026

 1,809

 ( 27

)

 5/23/2030

 ( 1

)

 Aptean, Inc.

 1/30/2026

 —

 Aptean, Inc.

 1/30/2031

 —

 AVSC Holding Corp.

 12/5/2029

 ( 3

)

 12/19/2025

 1,276

 —

 12/19/2029

 —

 5/28/2025

 —

 —

 8/28/2026

 ( 5

)

 11/18/2026

 1,743

 ( 17

)

 11/18/2031

 ( 1

)

 7/1/2026

 1,933

 —

 7/1/2031

 —

 8/7/2026

 1,478

 ( 15

)

 8/7/2031

 —

 DeLorean Purchaser, Inc.

 12/16/2031

 ( 2

)

 11/20/2026

 ( 2

)

 ( 2

)

 9/6/2026

 ( 9

)

 9/5/2031

 ( 1

)

 12/22/2025

 —

 —

 3/13/2026

 —

 2/6/2026

 6,833

 —

 —

 10/15/2026

 2,642

 ( 26

)

 10/15/2031

 ( 1

)

 3/6/2026

 2,911

 —

 3/26/2026

 —

 5/25/2028

 —

 4/15/2026

 2,664

 ( 7

)

 4/15/2030

 ( 1

)

 Healthedge Software, Inc

 7/16/2031

 —

 Higginbotham Insurance Agency, Inc.

 3/27/2026

 4,106

 —

 6/22/2026

 —

 6/20/2030

 —

 ( 1

)

 8/27/2026

 3,074

 —

 8/25/2028

 —

 7/23/2025

 1,233

 ( 12

)

 7/23/2026

 1,541

 ( 15

)

 ( 1

)

 11/21/2025

 ( 1

)

 1/15/2027

 ( 1

)

 7/15/2030

 ( 1

)

 Perkinelmer U.S. LLC

 5/10/2026

 ( 1

)

 11/17/2025

 1,272

 ( 45

)

 11/15/2029

 ( 5

)

 PPV Intermediate Holdings, LLC

 8/7/2026

 6,986

 —

 PT Intermediate Holdings III, LLC

 4/8/2026

 —

 5/2/2025

 ( 10

)

 8/29/2025

 ( 2

)

 Sapphire Software Buyer, Inc.

 9/30/2031

 ( 1

)

 SG Acquisition, Inc.

 4/3/2030

 —

 9/10/2026

 2,574

 ( 26

)

 9/10/2031

 ( 1

)

 7/24/2026

 1,328

 —

 7/24/2031

 —

 8/15/2026

 1,916

 —

 8/15/2031

 —

 Vital Care Buyer, LLC

 7/30/2031

 —

 11/16/2026

 1,060

 ( 11

)

 ( 1

)

 Total Unfunded Portfolio Company Commitments

 $

 61,938

 $

 ( 263

)

 Consolidated Schedule of Investments

 Portfolio Company (10)

 11/12/2027

 $

 $

 $

 11/12/2027

 Seko Global Logistics Network, LLC

 12/30/2026

 Seko Global Logistics Network, LLC

 12/30/2026

 6,400

 6,150

 6,176

 8,212

 7,866

 7,967

 9.7

 %

 Chemicals

 S + 7.00 %

 9/1/2029

 2,558

 2,444

 2,475

 S + 7.00 %

 9/1/2029

 1,170

 1,089

 1,111

 6,9

 Aurora Plastics, LLC

 8/10/2028

 1,468

 1,337

 1,372

 Aurora Plastics, LLC

 8/10/2028

 6,182

 5,768

 5,880

 7.2

 %

 Electronic Equipment, Instruments & Components

 7/21/2027

 7/21/2027

 2,127

 2,095

 2,084

 7/21/2027

 2,809

 2,754

 2,753

 7/21/2027

 —

 ( 32

)

 ( 65

)

 S + 7.00 %

 1,281

 1,243

 1,275

 S + 7.00 %

 7,9

 7,274

 6,996

 7,068

 8.6

 %

 Financial Services

 SitusAMC Holdings Corporation

 12/22/2027

 0.7

 %

 Health Care Equipment & Supplies

 PerkinElmer U.S. LLC

 S + 6.75 %

 3/13/2029

 6,689

 6,458

 6,689

 6,689

 6,458

 6,689

 8.2

 %

 Health Care & Providers & Services

 9/15/2028

 6,164

 6,043

 6,103

 9,750

 9,557

 9,555

 —

 ( 13

)

 ( 25

)

 11/15/2029

 —

 ( 3

)

 ( 3

)

 15,914

 15,584

 15,630

 19.1

 %

 Insurance

 Higginbotham Insurance Agency, Inc.

 11/24/2028

 4,517

 4,372

 4,484

 SG Acquisition, Inc.

 1/27/2027

 5,173

 5,004

 5,137

 6.3

 %

 IT Services

 5,645

 5,505

 5,645

 1,392

 1,357

 1,392

 7,037

 6,862

 7,037

 8.6

 %

 Chartwell Cumming Holding Corporation

 11/16/2027

 6,773

 6,506

 6,671

 Chartwell Cumming Holding Corporation

 11/16/2027

 9/30/2027

 9/30/2027

 —

 ( 19

)

 —

 2,030

 1,970

 2,030

 The NPD Group L.P.

 12/1/2028

 6,987

 6,797

 6,987

 16,369

 15,810

 16,260

 19.9

 %

 Portfolio Company (10)

 Software

 $

 9,435

 $

 9,342

 $

 9,341

 —

 ( 8

)

 ( 11

)

 —

 ( 2

)

 ( 2

)

 7,461

 7,350

 7,349

 —

 ( 3

)

 ( 6

)

 —

 ( 2

)

 ( 2

)

 6/11/2029

 2,138

 2,059

 2,058

 6/11/2029

 —

 ( 172

)

 ( 174

)

 7/19/2028

 5,412

 5,332

 5,385

 7/19/2028

 7,9

 25,380

 24,808

 24,865

 30.4

 %

 Trading Companies & Distributors

 12/19/2030

 10,047

 9,847

 9,846

 12/19/2030

 —

 ( 39

)

 ( 40

)

 12/19/2029

 —

 ( 3

)

 ( 3

)

 10,047

 9,805

 9,803

 12.0

 %

 Total non-controlled-non-affiliated Portfolio Company debt investments (8)

 $

 108,829

 $

 $

 130.7

 %

 (1) Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate ("SOFR" or "S") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower's option, and which reset periodically based on the terms of the loan agreement. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period.

 (2) Cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

 (3) These investments were valued using unobservable inputs and are considered Level 3 investments.

 (4) Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company's outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company. As of December 31, 2023, all of the Company's investments were non-controlled, non-affiliated.

 (5) The interest rate on these loans is subject to 6-month SOFR, which as of December 31, 2023 was 5.16 %.

 (6) The interest rate on these loans is subject to 1-month SOFR, which as of December 31, 2023 was 5.35 %.

 (7) The interest rate on these loans is subject to 3-month SOFR, which as of December 31, 2023 was 5.33 %.

 (8) All funded debt investments are income producing. As of December 31, 2023, there were no investments on non-accrual.

 (9) All or a portion of the position is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. For investments in delayed draw term loans and revolvers, the cost basis is adjusted for any market discount or original issue discount received on the total balance committed. As a result, the purchase of commitments not fully funded may result in a negative cost and fair value until funded. See the following table for more information on the Company's unfunded commitments.

 (10) Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States.

 The following table is a listing of the Company's unfunded commitments as of December 31, 2023 (in thousands):

 Portfolio Company

 Commitment
Expiration Date

 Unfunded
Commitment

 Fair
Value (3)

 9/1/2024

 $

 $

 ( 21

)

 12/19/2025

 1,983

 ( 40

)

 12/19/2029

 ( 3

)

 5/28/2025

 1,072

 ( 11

)

 ( 2

)

 12/22/2025

 3,275

 ( 66

)

 12/22/2025

 ( 6

)

 ( 2

)

 5/26/2024

 —

 6/9/2024

 4,654

 ( 175

)

 11/17/2025

 1,272

 ( 25

)

 11/15/2029

 ( 3

)

 11/1/2024

 3,480

 ( 17

)

 7/19/2024

 ( 3

)

 Total Unfunded Portfolio Company Commitments

 $

 18,606

 $

 ( 374

)

 Notes to Consolidated Financial Statements

 Note 1. Organization
 Organization
 Senior Credit Investments, LLC (the "Company," "we," "our," or "us") was formed as a Delaware limited liability company on December 8, 2022. The Company is a private, perpetually offered, externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The Company has elected to be treated, and expects to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Our fiscal year ends on December 31.
 Our investment objective is to generate both current income and capital appreciation by investing primarily in senior secured loans to U.S. companies in the upper middle market. We generally use the term "upper middle market" to refer to large companies with annual earnings before interest expense, income tax expense, depreciation and amortization, or "EBITDA," greater than $ 75 million.
 Jefferies Credit Management LLC (the "Investment Adviser"), an investment adviser that is registered with the Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), is our investment adviser. The Investment Adviser, subject to the overall supervision of our board of directors (the "Board of Directors" or the "Board"), will manage our day-to-day operations and provide investment advisory and management services to the Company.
 The Company completed its acquisition of initial loans and commitments on December 4, 2023 ("inception").

 Note 2. Significant Accounting Policies
 The following is a summary of the significant accounting and reporting policies used in preparing the consolidated financial statements.
 Basis of Presentation
 The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the requirements for reporting on Form 10-K and Article 6 of Regulation S-X. In the opinion of management, all adjustments considered necessary for the fair statement of the consolidated financial statements for the periods presented, have been included.
 The Company follows the accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 946, Financial Services — Investment Companies ("ASC 946").

 Use of Estimates
 The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income, expenses, gains and losses during the reported periods. Changes in the economic environment, financial markets, credit worthiness of our Portfolio Companies and any other parameters used in determining these estimates could cause actual results to differ materially.

 Consolidation
 As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the consolidated financial statements include the accounts of the Company as well as its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

 Industry Reclassification
 During the year ended December 31, 2024, the Company changed the investment industry classification from those provided by Moody's to those provided by MSCI and S&P. The Consolidated Schedule of Investments as of December 31, 2023, as well as the industry composition of investments at amortized cost and fair value as of December 31, 2023 disclosed in Note 4 to the consolidated financial statements, have been reclassified to conform to the classifications used to prepare the consolidated financial statements as of and for the year ended December 31, 2024.

 Cash and Cash Equivalents and Restricted Cash
 Cash equivalents include highly liquid investments, including money market funds, not held for resale with original maturities of three months or less. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements, and other high-quality, short-term debt securities would qualify as cash equivalents.
 Restricted cash represents the amount of principal and interest collections received as well as amounts in reserve to fund draws on the Senior Secured Credit Facility (as defined in Note 6 to the consolidated financial statements) that are all held at SCI BDC SPV I LLC.

 Cash and cash equivalents and restricted cash are carried at cost, which approximates fair value. Cash and cash equivalents held as of December 31, 2024 and December 31, 2023 was $ 2.2 million and $ 39.1 million, respectively. Restricted cash held as of December 31, 2024 and December 31, 2023 was $ 6.7 million and $ 0.5 million, respectively.

 Investments Transactions
 Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments recognized or derecognized but not yet settled are reported as a receivable for investments sold and a payable for investments purchased, respectively, in the Consolidated Statements of Assets and Liabilities.

 Fair Value Measurements
 The Company applies ASC Topic 820, Fair Value Measurements ("ASC 820"), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, not an entity specific measurement. For some assets and liabilities, observable market transactions or market information might be available data. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).
 ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities.
 The three-level hierarchy for fair value measurement is defined as follows:
 Level 1: inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.
 Level 2: inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
 Level 3: inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
 In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the financial instrument.

 Investment Valuation Process
 The Board of Directors has designated the Investment Adviser as its "Valuation Designee" pursuant to Rule 2a-5 under the Investment Company Act, and in that role, the Investment Adviser is responsible for performing fair value determinations relating to all of the Company's investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Company's Board of Directors. Even though the Company's Board of Directors designated the Company's Investment Adviser as "Valuation Designee", the Company's Board of Directors continues to be responsible for overseeing the processes for determining fair valuation.
 The majority of our investments fall within Level 3 of the fair value hierarchy, and as such, there is not readily available market values for most of the investments in our portfolio, and we value such investments at fair value as determined in good faith by the Valuation Designee under the direction of the Board of Directors using a documented valuation policy, described below, and a consistently applied valuation process. The factors that may be taken into account in pricing the investments at fair value include, as relevant, the nature and realizable value of any collateral, the Portfolio Company's ability to make payments and its earnings and discounted cash flow, and the markets in which the Portfolio Company does business, comparison to publicly traded securities and other relevant factors. Available current market data are considered such as applicable market yields and multiples of publicly traded securities, comparison of financial ratios of peer companies, and changes in the interest rate environment and the credit markets that may affect the price at which similar investments would trade in their principal market, and other relevant factors. When an external event such as a

 purchase transaction, public offering or subsequent equity sale occurs, the Valuation Designee will consider the pricing indicated by the external event to corroborate or revise its valuation.
 With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by our Board of Directors contemplates a multi-step valuation process each quarter, as described below:
 (1) Our quarterly valuation process begins with each Portfolio Company or investment being initially valued by the investment professionals of our Investment Adviser, the Valuation Designee, responsible for the Portfolio Company or investment;

 (2) We engage an independent valuation firm (the "Independent Valuation Adviser") to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Adviser independently values such investments using quantitative and qualitative information provided by the investment professionals of our Investment Adviser as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Adviser also provides analyses to support their valuation methodology and calculations. The Independent Valuation Adviser provides an opinion on a final range of values on such investments to the Valuation Designee. The Independent Valuation Adviser defines fair value in accordance with ASC 820 and utilizes valuation techniques including the market approach, the income approach or both;

 (3) The Independent Valuation Adviser's preliminary valuations are reviewed by our Investment Adviser, in its capacity as the Valuation Designee. The Independent Valuation Adviser's ranges are compared to our Investment Adviser's valuations to ensure our Investment Adviser's valuations are reasonable;

 (4) The Valuation Designee determines the valuations of our investments in good faith, within the meaning of the Investment Company Act, based on the input of the Independent Valuation Adviser, and provides the valuation determinations to the Audit Committee of the Board of Directors;

 (5) The Audit Committee of our Board of Directors reviews valuation information provided by the Valuation Designee and the Independent Valuation Adviser. The Audit Committee then will discuss such valuation determinations; and

 (6) Our Board of Directors further discusses the valuation determinations of the Valuation Designee, based on the input of the Independent Valuation Adviser.

 Valuation of Other Financial Assets and Financial Liabilities
 ASC 825, Financial Instruments, permits an entity to choose, at specified election dates, to measure certain assets and liabilities at fair value (the "Fair Value Option"). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. Debt issued by the Company is reported at amortized cost (see Note 6 to the consolidated financial statements). The carrying value of all other financial assets and liabilities approximates fair value due to their short maturities or their close proximity of the originations to the measurement date.

 Realized Gains or Losses
 Security transactions are accounted for on a trade date basis. Realized gains or losses on investments are calculated by using the specific identification method. Securities that have been called by the issuer are recorded at the call price on the call effective date.

 Investment Income Recognition
 Interest Income
 Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any.
 PIK Income
 The Company may have loans in its portfolio that contain payment-in-kind ("PIK") provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Company's statement of operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company's status as a RIC, this non-cash source of income must be paid out to unitholders in the form of dividends, even though the Company has not yet collected cash. During the year ended December 31, 2024, PIK income earned was $ 0.3 million. During the period from December 4, 2023 (inception) to December 31, 2023, there were no loans generating PIK income.
 Dividend Income
 Dividend income on preferred equity securities are recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies. To the extent a preferred equity security contains PIK provisions, PIK dividends, computed at the contractual rate specified in each applicable agreement, are accrued and recorded as dividend income and added to the principal balance

 of the preferred equity security. PIK dividends added to the principal balance are generally collected upon redemption of the equity. Dividend Income is recorded in Other income in our Consolidated Statements of Operations.
 Fee Income
 The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication and commitment fees as well as fees for managerial assistance rendered by the Company to the Portfolio Companies. Such fees are recognized as income when earned or the services are rendered. Fee Income is recorded in Other income in our Consolidated Statements of Operations.
 Non-Accrual Income
 Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management's judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of December 31, 2024 and December 31, 2023, there were no loans placed on non-accrual status.

 Expenses
 Expenses include management fees, performance-based incentive fees, interest expense, insurance expenses, administrative service fees, legal fees, Board of Directors' fees, audit and tax service expenses, third-party valuation fees and other general and administrative expenses. Expenses are recognized on an accrual basis.

 Organization Costs
 Costs associated with the organization of the Company were expensed as incurred. These expenses consisted primarily of legal fees and other costs of organizing the Company.

 Offering Costs
 Costs associated with the offering of the Company's units are capitalized as "deferred offering costs" on the Consolidated Statements of Assets and Liabilities and amortized on a straight-line basis over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company's continuous offering.

 Deferred Financing Costs
 Deferred financing costs represent fees and other direct incremental costs incurred in connection with the Company's borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company's Consolidated Statements of Assets and Liabilities.

 Administration Agreement
 On October 27, 2023, the Company entered into an administration agreement (the "Administration Agreement"), under which Alter Domus (US) LLC (the "Administrator") is responsible for providing various accounting and administrative services to us. In particular, pursuant to the Administration Agreement, the Administrator is responsible for providing or overseeing the performance of required administrative services and professional services rendered by others, which includes (but is not limited to), accounting, legal, compliance, operations, technology and investor relations, and preparation of financial reports provided to the Company's unitholders and filed with the SEC.

 Distributions
 Distributions to common unitholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board of Directors and will depend on the Company's earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such factors as the Board may deem relevant from time to time.

 Unit Repurchases
 In connection with the Company's unit repurchase programs, the cost of units repurchased is charged to member's capital on the trade date. There were no unit repurchases during the year ended December 31, 2024 or the period from December 4, 2023 (inception) to December 31, 2023.

 Federal and State Income Taxes
 We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must (among other requirements) meet certain source-of-income and asset diversification requirements and timely distribute to its unitholders at least 90 % of its investment company taxable income as defined by the Code, for each year. The Company (among other requirements) intends to make the requisite distributions to its unitholders, which will generally relieve the Company from corporate-level income taxes. For income tax purposes, distributions made to unitholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to unitholders may include return of capital, however, the exact amount cannot be determined until we file Form 1099s. The character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from U.S. GAAP. Book and tax basis differences relating to unitholder dividend and distributions and other permanent book and tax difference are reclassified to Common units on the Consolidated Statements of Assets and Liabilities.
 If we do not distribute (or are not deemed to have distributed) at least 98 % of our annual ordinary income for the calendar year and 98.2 % of our capital gain net income for the 1-year period ending on October 31 in that calendar year, we will generally be required to pay excise tax equal to 4 % of the amount by which 98 % of our annual ordinary income and 98.2 % of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated undistributed taxable income.
 If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate rates. Distribution would generally be taxable to our individual and other non-corporate taxable unitholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits provided certain holding period and other requirements are met. Subject to certain limitation under the Code, corporate distributions would be eligible for the dividend-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our unitholders our accumulated earnings and profits attributable to non-RIC years. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.
 We follow ASC 740, Income Taxes ("ASC 740"). ASC 740 provides guidance for how unrecognized tax benefits should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the consolidated financial statements. Management's determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. The Company's federal tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed.

 Segment Reporting
 In accordance with ASC Topic 280, Segment Reporting ("ASC 280"), the Company has determined that it has a single operating and reporting segment. Our Chief Executive Officer is the Company's Chief Operating Decision Maker ("CODM"). While the Company lends to and separately evaluates the performance of each portfolio company in which it invests across various industries, the CODM evaluates and monitors performance of the business on an aggregated basis. Further, each investment is evaluated and managed using similar processes and shared operations support functions such as deal origination, underwriting, documentation, loan and compliance administration in addition to administrative functions of human resources, legal, finance and information technology. See Note 12 to the consolidated financial statements for additional information.

 Recent Accounting Pronouncements
 The Company considers the applicability and impact of all accounting standard updates ("ASU") issued by the Financial Accounting Standards Board (the "FASB"). ASUs not listed were assessed by the Company and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.
 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which enhances disclosure requirements about significant segment expenses that are regularly provided to the CODM. ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by ASC 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim periods beginning with the first quarter ended March 31, 2025. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company has adopted ASU 2023-07 effective December 31, 2024 and concluded that the application of this guidance did not have any material impact on its consolidated financial statements. See Note 12 for more information on the effects of the adoption of ASU 2023-07.
 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which intends to improve the transparency of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact on its consolidated financial statements.

 In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application is permitted. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact on its consolidated financial statements.

 Note 3. Agreements and Related Party Transactions
 Investment Advisory Agreement
 On September 25, 2023, the Company entered into an investment advisory agreement (the "Investment Advisory Agreement") between the Company and the Investment Adviser. The Investment Adviser, subject to the overall supervision of the Board of Directors, manages our day-to-day operations and provides investment advisory and management services to the Company. The Investment Adviser is an indirect subsidiary of Jefferies Finance LLC ("JFIN"), a Delaware limited liability company, and a registered investment adviser under the Advisers Act. JFIN is a joint venture between (i) Jefferies Financial Group Inc. (a publicly traded company and the parent company for Jefferies LLC ("Jefferies"), a global securities and investment banking firm), and (ii) Massachusetts Mutual Life Insurance Company. The Investment Adviser, together with JFIN and its subsidiaries are referred to herein collectively as "Jefferies Finance."
 The Investment Advisory Agreement is effective for an initial two-year term and thereafter will continue for successive annual periods provided that such continuance is specifically approved annually by a majority of the Board of Directors or by the holders of a majority of the Company's outstanding voting securities and, in each case, a majority of the independent directors. The Investment Advisory Agreement may, on 60 days' written notice to the other party, be terminated in its entirety at any time without the payment of any penalty, by our Board of Directors, or by vote of a majority of our outstanding voting securities, on the one hand, or by the Investment Adviser, on the other hand. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the Investment Company Act and related SEC guidance and interpretations.
 The Company will pay the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee is subject to the Fee Waiver (defined below).
 Management Fee
 The management fee will be payable quarterly in arrears at an annual rate of 1.25 % of our net assets. The management fee will be calculated based on the average value of our net assets at the end of the most recently completed calendar quarter. Net assets means the Company's total assets less liabilities determined on a consolidated basis in accordance with U.S. GAAP.
 Incentive Fee
 The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below.

 (1) Incentive Fee Based on Income
 The portion of the incentive fee that is based on a percentage of our income is based on Pre-Incentive Fee Net Investment Income Returns. "Pre-Incentive Fee Net Investment Income Returns" means, as the context requires, either the dollar value of, or percentage rate of return on the value of our net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from Portfolio Companies) accrued during the calendar quarter, minus our operating expenses accrued for the quarter (including the management fee, expenses payable under an Administration Agreement with our Administrator, and any interest expense or fees on any credit facilities, but excluding the incentive fee and any unitholder servicing and/or distribution fees).
 Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.
 Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of our net assets at the end of the immediate preceding quarter, is compared to a "hurdle rate" of return of 1.75 % per quarter ( 7.0 % annualized).
 We will pay the Investment Adviser an incentive fee quarterly in arrears with respect to our Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:
 • No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which our Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.75 % per quarter ( 7.0 % annualized);

 • 100 % of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 2.00 % ( 8.00 % annualized). We refer to this portion of our Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 2.00%) as the

 "catch-up." The "catch-up" is meant to provide the Investment Adviser with approximately 12.5 % of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 2.00 % in any calendar quarter; and

 • 12.5 % of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 2.00 % ( 8.00 % annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5 % of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Investment Adviser.

 These calculations are prorated for any period of less than three months and adjusted for any units issued or repurchased during the relevant quarter.

 (2) Incentive Fee Based on Capital Gains
 The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar quarter in arrears. The amount payable equals:
 • 12.5 % of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with U.S. GAAP.

 Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. We will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Investment Adviser if we were to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.
 The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. For the avoidance of doubt, the incentive fee will be calculated net of our expenses.
 Fee Waiver Agreement
 The Investment Adviser has contractually agreed to waive the management fee and the incentive fee through December 31, 2025 (the "Fee Waiver"), unless sooner terminated by (a) the vote of a majority of our Independent Directors and (b) by a vote of a majority of our Board of Directors, or of a majority of our outstanding voting securities, as defined in the Investment Company Act. Notwithstanding the foregoing, the Investment Adviser has contractually agreed that the waiver of the management fee and the incentive fee may not be modified or terminated unless approved by a vote of a majority of our voting securities, as defined in the Investment Company Act. Amounts waived pursuant to the Fee Waiver will not be subject to any right of future recoupment in favor of the Investment Adviser.
 For the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023, the Company recognized $ 1.3 million and $ 0.1 million, respectively, of management fees, and $ 1.1 million and $ 0.2 million, respectively, of incentive fees before the impact of waived fees. For the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023, $ 1.3 million and $ 0.1 million, respectively, of management fees were waived, and $ 1.1 million and $ 0.2 million, respectively, of incentive fees were waived.
 As of December 31, 2024 and December 31, 2023, management and incentive fees payable were $ 0.0 million.
 Co-Investment Exemptive Relief
 Together with the Investment Adviser, we received an exemptive order from the SEC that permits us to participate in co-investment transactions with certain affiliates of the Investment Adviser and certain funds managed and controlled by the Investment Adviser and its affiliates in transactions that involve the negotiation of certain terms of the securities or loans to be purchased (in addition to price-related terms), subject to certain terms and conditions. Co-investment transactions involving the negotiation of only price-related terms will be entered into in reliance on SEC staff no-action letters. We intend to co-invest, from time to time, with other Accounts (as defined below) (including co-investment or other vehicles in which the Investment Adviser or its personnel invest and that co-invest with such other Accounts) in portfolio investments that are suitable for both the Company and such other Accounts. "Accounts" means Jefferies Finance's own accounts, accounts of Jefferies Finance's clients, including separately managed accounts (or separate accounts), pooled investment vehicles and collateralized loan obligations that are sponsored, managed or advised by Jefferies Finance or other Affiliate Investment Advisers (as defined below). "Affiliate Investment Advisers" means Accounts advised by our Investment Adviser or investment advisers that are affiliated with us. Even if the Company and such other Accounts invest in the same securities, conflicts of interest may still arise. For example, it is possible that as a result of legal, tax, political, regulatory, accounting or other considerations, the terms of such investment (including with respect to price and timing) for the Company and/or such other Accounts may not be the same. Additionally, the Company and/or such other Accounts may have different expected termination dates and/or investment objectives (including target return profiles) and the Investment Adviser, as a result, may have conflicting goals with respect to the price and timing of disposition opportunities.
 JFIN Bridge Loan Agreement
 On December 4, 2023, the Company entered into a loan agreement (the "Bridge Facility") with the Company as the borrower and JFIN as the lender. Under the Bridge Facility, JFIN loaned the Company an aggregate principal amount of $ 71.7 million. Such principal amount and interest accrued thereon was repaid in its entirety on December 7, 2023, and the Bridge Facility was subsequently terminated.

 Warehouse Portfolio Transaction
 On December 4, 2023, the Company acquired an initial portfolio of loans and commitments for $ 71.7 million pursuant to a sale and contribution agreement, dated June 30, 2023, by and among the Company and JFIN and certain of its wholly-owned subsidiaries.
 JFIN Investment
 On March 3, 2023, Jefferies Credit Partners LLC, an affiliate of the Investment Adviser, purchased 1,000 common units for $ 1,000.
 Due to Investment Adviser
 Prior to the commencement of operations on December 7, 2023, the Investment Adviser bore all organization and offering expenses in connection with the formation of the Company and the initial closing of the private offering. Following the commencement of operations, the Company will reimburse the Investment Adviser for these organization and offering costs up to a maximum aggregate amount of $ 1.5 million. Due to Investment Adviser of approximately $ 0.0 million and $ 1.6 million as of December 31, 2024 and December 31, 2023, respectively, in the Consolidated Statements of Assets and Liabilities included primarily the reimbursement amount owed for organization and offering costs.

 Note 4. Investments
 The composition of the Company's investment portfolio at cost and fair value as of December 31, 2024 was as follows (in thousands):

 First Lien Debt (1)

 $

 312,392

 98.7

 %

 $

 98.8

 %

 3,694

 1.2

 %

 3,500

 1.1

 %

 0.1

 %

 0.1

 %

 Total

 $

 100.0

 %

 $

 100.0

 %

 (1) First lien debt consists of first lien term loans, first lien, last-out term loans, first lien delayed draw term loans and first lien revolvers.

 The composition of the Company's investment portfolio at cost and fair value as of December 31, 2023 was as follows (in thousands):

 First Lien Debt (1)

 $

 100.0

 %

 $

 100.0

 %

 Total

 $

 100.0

 %

 $

 100.0

 %

 (1) First lien debt consists of first lien term loans, first lien delayed draw term loans and first lien revolvers.

 The industry composition of investments as of December 31, 2024 at amortized cost and fair value was as follows (in thousands):

 % of Investments at

 % of Investments at

 Software

 $

 54,539

 17.2

 %

 $

 54,865

 17.2

 %

 Health Care Providers & Services

 38,626

 12.3

 %

 38,718

 12.1

 %

 35,829

 11.3

 %

 36,235

 11.4

 %

 Insurance

 27,611

 8.7

 %

 27,927

 8.8

 %

 Trading Companies & Distributors

 24,653

 7.8

 %

 24,952

 7.8

 %

 IT Services

 19,060

 6.0

 %

 19,258

 6.0

 %

 Health Care Technology

 16,136

 5.1

 %

 16,152

 5.0

 %

 Diversified Consumer Services

 15,331

 4.8

 %

 15,314

 4.8

 %

 Electrical Equipment

 12,995

 4.1

 %

 12,972

 4.1

 %

 Electronic Equipment, Instruments & Components

 12,628

 4.0

 %

 12,707

 4.0

 %

 9,779

 3.1

 %

 9,724

 3.1

 %

 Commercial Services & Supplies

 9,729

 3.1

 %

 9,741

 3.1

 %

 Life Sciences Tools & Services

 9,681

 3.1

 %

 9,729

 3.1

 %

 Financial Services

 8,883

 2.8

 %

 8,934

 2.8

 %

 Health Care Equipment & Supplies

 7,794

 2.5

 %

 7,991

 2.5

 %

 Machinery

 6,697

 2.1

 %

 6,745

 2.1

 %

 Chemicals

 6,400

 2.0

 %

 6,665

 2.1

 %

 Total

 $

 100.0

 %

 $

 100.0

 %

 The industry composition of investments as of December 31, 2023 at amortized cost and fair value was as follows (in thousands):

 % of Investments at

 % of Investments at

 Software

 $

 24,808

 23.5

 %

 $

 24,865

 23.3

 %

 15,810

 15.0

 %

 16,260

 15.2

 %

 Health Care Providers & Services

 15,584

 14.8

 %

 15,630

 14.6

 %

 Trading Companies & Distributors

 9,805

 9.3

 %

 9,803

 9.2

 %

 7,866

 7.5

 %

 7,967

 7.4

 %

 Electronic Equipment, Instruments & Components

 6,996

 6.6

 %

 7,068

 6.6

 %

 IT Services

 6,862

 6.5

 %

 7,037

 6.6

 %

 Health Care Equipment & Supplies

 6,458

 6.1

 %

 6,689

 6.3

 %

 Chemicals

 5,768

 5.5

 %

 5,880

 5.5

 %

 Insurance

 5,004

 4.7

 %

 5,137

 4.8

 %

 Financial Services

 0.5

 %

 0.5

 %

 Total

 $

 100.0

 %

 $

 100.0

 %

 The geographic composition of investments as of December 31, 2024 at cost and fair value was as follows (in thousands):

as % of Net
Assets

 United States

 $

 $

 100.0

 %

 206.5

 %

 Total

 $

 $

 100.0

 %

 206.5

 %

 The geographic composition of investments as of December 31, 2023 at cost and fair value was as follows (in thousands):

as % of Net
Assets

 United States

 $

 $

 100.0

 %

 130.7

 %

 Total

 $

 $

 100.0

 %

 130.7

 %

 As of December 31, 2024 and December 31, 2023, there were no investments in the portfolio on non-accrual status.
 As of December 31, 2024 and December 31, 2023, on a fair value basis, 99.9 % and 100.0 % of debt investments, respectively, bore interest at a variable rate that may be determined by reference to either the CORRA, SOFR or an alternative base rate.

 Note 5. Fair Value Measurements
 The following table presents the fair value of investments as of December 31, 2024, disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820 (in thousands):

 Fair Value Measurements

 Level 1

 Level 2

 Level 3

 Total

 First Lien Debt (1)

 $

 —

 $

 —

 $

 $

 —

 —

 3,500

 3,500

 —

 —

 Total

 $

 —

 $

 —

 $

 $

 (1) First lien debt consists of first lien term loans, first lien, last-out term loans, first lien delayed draw term loans and first lien revolvers.

 The following table presents the fair value of investments as of December 31, 2023, disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820 (in thousands):

 Fair Value Measurements

 Level 1

 Level 2

 Level 3

 Total

 First Lien Debt (1)

 $

 —

 $

 —

 $

 $

 Total

 $

 —

 $

 —

 $

 $

 (1) First lien debt consists of first lien term loans, first lien delayed draw term loans and first lien revolvers.

 The following tables present change for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 in the fair value of investments for which Level 3 inputs were used to determine fair value (in thousands):

 First Lien Debt

 Total

 Fair value, beginning of period

 $

 $

 —

 $

 —

 $

 Purchases of investments (1)

 215,715

 3,694

 219,683

 Proceeds from principal repayments and sales of investments (1)

 ( 10,248

)

 —

 —

 ( 10,248

)

 Accretion of discount/amortization of premium (1)

 3,414

 —

 —

 3,414

 Payment-in-kind interest and fees capitalized

 —

 Net realized gain (loss) on investments

)

 —

 —

)

 Net change in unrealized appreciation (depreciation)

 1,070

 ( 11

)

 ( 194

)

 Fair value, end of period

 $

 $

 $

 3,500

 $

 Net change in unrealized appreciation (depreciation) related to financial instruments still held as of December 31, 2024

 $

 1,070

 $

 ( 11

)

 $

 ( 194

)

 $

 (1) Includes reorganizations and restructuring of investments.

 First Lien Debt

 Total

 Fair value, beginning of period

 $

 —

 $

 —

 $

 —

 $

 —

 Purchases of investments

 110,637

 —

 —

 110,637

 Proceeds from principal repayments and sales of investments

 ( 5,443

)

 —

 —

 ( 5,443

)

 Accretion of discount/amortization of premium

 —

 —

 Payment-in-kind interest and fees capitalized

 —

 —

 —

 —

 Net realized gain

 —

 —

 Net change in unrealized appreciation (depreciation)

 1,393

 —

 —

 1,393

 Fair value, end of period

 $

 $

 —

 $

 —

 $

 Net change in unrealized appreciation (depreciation) related to financial instruments still held as of December 31, 2023

 $

 1,393

 $

 —

 $

 —

 $

 1,393

 Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023, there were no transfers into or out of Level 3.
 The following tables present quantitative information about the significant unobservable inputs of the Company's Level 3 financial instruments as of December 31, 2024 and December 31, 2023. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company's determination of fair value.

 Range

(in thousands)

 Valuation
Technique

 Unobservable
Input

 Low

 High

 Weighted
Average (1)

 Investments in first lien debt

 $

 Yield analysis

 Discount rate

 8.0 %

 12.8 %

 9.0 %

 Investments in common stock

 3,500

 Market approach

 Transaction multiples

 12.2 x

 12.2 x

 12.2 x

 —

 Market approach

 Market multiples

 14.1 x

 14.1 x

 14.1 x

 —

 Discounted cash flows

 Discount rate

 15.2 %

 15.2 %

 15.2 %

 Investments in preferred stock

 Yield analysis

 Discount rate

 17.1 %

 17.1 %

 17.1 %

 $

 (1) Weighted averages are calculated based on fair value of investments.

 Range

(in thousands)

 Valuation
Technique

 Unobservable
Input

 Low

 High

 Weighted
Average (1)

 Investments in first lien debt

 $

 Yield analysis

 Discount rate

 8.6 %

 11.9 %

 9.7 %

 (1) Weighted averages are calculated based on fair value of investments.

 The significant unobservable input used in the yield analysis and discounted cash flows is the discount rate based on comparable market yields. Significant increases or decreases in discount rates would result in a significantly lower or higher fair value measurement. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, in the fair value.
 Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period. Additionally, the fair value of the Company's investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized appreciation or depreciation reflected in the valuations currently assigned.

 Note 6. Debt
 In accordance with the Investment Company Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 150 % after such borrowing. As of December 31, 2024 and December 31, 2023, the Company's asset coverage was 188.9 % and 223.4 %, respectively.
 The Company's outstanding debt obligations as of December 31, 2024 were as follows (in thousands):

 Aggregate
Committed

 Outstanding

 Carrying
Value

 Fair
Value (1)

 Unused
Portion (2)

Available (3)

 Senior Secured Credit Facility

 $

 300,000

 $

 $

 $

 172,735

 $

 126,397

 $

 11,535

 Total Debt Obligations

 $

 300,000

 $

 $

 $

 172,735

 $

 126,397

 $

 11,535

 (1) The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of December 31, 2024.

 (2) The unused portion is the amount upon which commitment fees, if any, are based.

 (3) The amount available reflects any limitations related to each respective credit facility's borrowing base.

 The Company's outstanding debt obligations as of December 31, 2023 were as follows (in thousands):

 Aggregate
Committed

 Outstanding

 Carrying
Value

 Fair
Value (1)

 Unused
Portion (2)

Available (3)

 Senior Secured Credit Facility

 $

 200,000

 $

 $

 $

 65,631

 $

 133,706

 $

 Total Debt Obligations

 $

 200,000

 $

 $

 $

 65,631

 $

 133,706

 $

 (1) The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of December 31, 2023.

 (2) The unused portion is the amount upon which commitment fees, if any, are based.

 (3) The amount available reflects any limitations related to each respective credit facility's borrowing base.

 The following table summarizes the average and maximum debt outstanding, and the interest and debt issuance cost for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 (in thousands):

 Year Ended

 For the period from December 4, 2023 (inception) to

 Average debt outstanding

 $

 101,219

 $

 60,753

 Maximum amount of debt outstanding

 $

 $

 71,713

 Weighted average annualized interest cost (1)

 8.41

 %

 8.90

 %

 Annualized amortized debt issuance cost

 0.17

 %

 0.23

 %

 Total annualized interest cost

 8.58

 %

 9.13

 %

 Weighted average 1-month SOFR rate

 5.11

 %

 5.38

 %

 (1) Includes the stated interest expense and commitment fees on the unused portion of the Senior Secured Credit Facility. Commitment fees for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 were $ 0.6 million and $ 0.1 million, respectively.

 The components of interest expense for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 were as follows (in thousands):

 Borrowing interest expense

 $

 7,947

 $

 Facility undrawn and unused fees

 Amortization of financing costs and debt issuance costs

 Total interest expense

 $

 9,021

 $

 Senior Secured Credit Facility
 On December 7, 2023, the Company's wholly owned, consolidated subsidiary, SCI BDC SPV I LLC (the "SPV"), entered into a loan and security agreement (the "Senior Secured Credit Facility"), with the SPV as borrower, JPMorgan Chase Bank, National Association, as the administrative agent, the lenders from time to time parties thereto (the "Lenders"), the Company as the portfolio manager, and The Bank of New York Mellon Trust Company, National Association, as the collateral administrator, the collateral agent and securities intermediary.
 The aggregate lender commitments under the Senior Secured Credit Facility are $ 200 million with an additional $ 200 million committed beginning 12 months from the effective date, and an uncommitted accordion feature that would allow the SPV to borrow up to an additional $ 100 million. On December 31, 2024 the Senior Secured Credit Facility was amended to (a) increase in the maximum facility amount to $ 300.0 million on the effective date of the Amendment, (b) extend the reinvestment period under the Credit Agreement to December 7, 2028, (c) extend the scheduled termination date to December 7, 2029, and (d) a scheduled increase in the maximum facility amount under the Credit Agreement to $ 400.0 million on June 7, 2025. The Senior Secured Credit Facility matures on December 7, 2029, unless there is an earlier termination or an acceleration following an event of default. In connection with the Senior Secured Credit Facility, the Company has also entered into an equity commitment letter with the SPV, for the benefit of the Lenders, pursuant to which the Company may be required to contribute cash proceeds to the SPV upon the occurrence of a "Market Value Event" or an "Event of Default."
 Borrowings under the Senior Secured Credit Facility will bear interest at Term SOFR or a Base Rate, in each case plus an applicable margin equal to 2.15 % for borrowings that reference Term SOFR and 1.15 % for borrowings that reference the Base Rate. The Company will also pay a fee of 0.50% on average daily undrawn amounts under the Senior Secured Credit Facility for the first 12 months from the effective date, 0.65% from December 8, 2024 through June 7, 2025, and 0.75% thereafter. In addition, under the Senior Secured Credit Facility, the Company is required to utilize a minimum amount of the financing commitments (such amount, the "Minimum Utilization Amount"), with unused amounts below such Minimum Utilization Amount accruing a fee.

 The Senior Secured Credit Facility is secured by all of the SPV's assets. The SPV's assets and liabilities are not available to satisfy debts and obligations of Senior Credit Investments LLC. Assets and liabilities of the SPV as of December 31, 2024 and December 31, 2023 are as follows (in thousands):

 Assets

 Investments at fair value (1)

 $

 309,489

 $

 106,898

 Restricted cash

 6,698

 Interest receivable

 1,860

 Deferred financing costs

 3,502

 2,561

 Prepaid expenses and other assets

 Total assets

 $

 321,591

 $

 110,531

 Liabilities

 Debt

 $

 $

 Interest payable

 2,922

 Accrued expenses and other liabilities

 Total liabilities

 $

 176,577

 $

 66,684

 (1) Investments at fair value do not include certain investments which are not held at the SPV.

 Both the SPV and the Company have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. As of December 31, 2024 and December 31, 2023, the Company was in compliance with all covenants and other requirements of the Senior Secured Credit Facility.
 JFIN Bridge Loan Agreement
 On December 4, 2023, the Company entered into the Bridge Facility with the Company as the borrower and JFIN as the lender, under which JFIN loaned the Company an aggregate principal amount of $ 71.7 million. Such principal amount and interest accrued was repaid in its entirety on December 7, 2023, and the Bridge Facility was subsequently terminated.

 Note 7. Member's Capital
 Under the terms of our limited liability agreement, the Company is authorized to issue up to 1,000,000,000 common units.
 On March 3, 2023, Jefferies Credit Partners LLC, an affiliate of the Investment Adviser, purchased 1,000 common units of the Company for $ 1,000.
 The following table summarizes the total common units issued and proceeds received related to the Company's capital drawdowns for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 (in thousands, except unit amounts):

 Unit Issuance Date

 Number of Units Issued

 Aggregate Proceeds

 December 7, 2023

 29,958

 $

 55,998

 December 27, 2023

 13,618

 25,000

 July 18, 2024

 8,007

 15,000

 August 15, 2024

 4,002

 7,500

 September 3, 2024

 6,778

 12,500

 October 1, 2024

 2,694

 5,000

 October 16, 2024

 2,681

 5,000

 5,482

 10,000

 December 2, 2024

 11,028

 20,000

 Total

 84,248

 $

 155,998

 The following table summarizes transactions in common units Issued and proceeds received during the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 (in thousands, except unit amounts):

 For the period from December 4, 2023 (inception) to December 31, 2023

 Units

 Units

 Proceeds from units sold

 40,672

 $

 43,576

 $

 Total

 40,672

 $

 43,576

 $

 Net Asset Value per Unit and Offering Price
 The Company determines NAV for its units as of the last day of each calendar month. Units are issued at an offering price equivalent to the most recent NAV per unit available, which will be the prior calendar day NAV per unit. The following table summarizes each month-end NAV per unit during the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023:

 For the Month Ended

 NAV Per Unit

 $

 January 31, 2024

 $

 1,846.89

 February 29, 2024

 $

 1,856.35

 March 31, 2024

 $

 1,859.46

 April 30, 2024

 $

 1,874.90

 May 31, 2024

 $

 1,849.67

 June 30, 2024

 $

 1,864.36

 July 31, 2024

 $

 1,866.19

 August 31, 2024

 $

 1,844.16

 September 30, 2024

 $

 1,856.08

 $

 1,814.21

 November 30, 2024

 $

 1,813.58

 $

 1,810.37

 Distributions
 The Board authorizes and declares distribution amounts per unit. The following table presents distributions that were declared during the year ended December 31, 2024 (in thousands, except per unit data):

 Declaration Date

 Record Date

 Payment Date

 Per Unit

 April 5, 2024

 $

 5.6624

 $

 May 13, 2024

 May 28, 2024

 June 6, 2024

 37.1568

 1,657

 August 13, 2024

 August 28, 2024

 September 6, 2024

 35.7895

 2,025

 62.9280

 4,325

 November 27, 2024

 November 29, 2024

 December 12, 2024

 18.9414

 1,406

 January 30, 2025

 22.2167

 1,894

 $

 182.6948

 $

 There were no distributions declared during the period from December 4, 2023 (inception) to December 31, 2023:
 Dividend Reinvestment Plan
 We have adopted a dividend reinvestment plan, pursuant to which we will reinvest all cash dividends or other distributions authorized by the Board of Directors and declared by the Company on behalf of unitholders who affirmatively elect to reinvest their dividends or other distributions. As a result, if the Board of Directors authorizes, and we declare, a cash dividend or other distribution, then unitholders who have elected to participate in our dividend reinvestment plan will have their cash distributions automatically reinvested in additional common units, rather than receiving the cash dividend or other distribution. Distributions on fractional units will be credited to each participating unitholder's account to three decimal places.

 Note 8. Net Increase in Net Assets Per Unit
 The following sets forth the computation of basic and diluted earnings per unit for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 (in thousands, except unit and per unit data):

 Net increase in member's capital resulting from operations

 $

 9,110

 $

 Weighted average units outstanding

 54,851

 30,180

 Net increase in net assets per unit resulting from operations - basic and diluted

 $

 166.09

 $

 25.88

 Diluted net increase in net assets per unit resulting from operations is equal to basic net increase in net assets per unit resulting from operations because there were no common unit equivalents outstanding during the period presented.

 Note 9. Commitments and Contingencies
 In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.
 The Company has commitments to fund various revolving and first lien senior secured delayed draw term loans. As of December 31, 2024 and December 31, 2023, the total unfunded commitments were $ 61.9 million and $ 18.6 million, respectively.
 The Company has entered into an equity commitment letter with the SPV, in connection with the Company's Senior Secured Credit Facility. See Note 6 to the consolidated financial statements for additional information.
 From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of December 31, 2024, management is not aware of any pending or threatened material litigation.

 Note 10. Tax Information
 For income tax purposes, distributions made to unitholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The final determination of the tax character of distributions will not be made until we file our tax return for each tax year and the tax characteristics of all distributions will be reported to unitholders on Form 1099 or Form 1042-S after the end of each calendar year. The tax character of distributions paid to unitholders during the tax years ended December 31, 2024 and December 31, 2023 were as follows (in thousands):

 Year Ended December 31,

 Year Ended December 31,

 2024

 2023

 Ordinary income

 $

 $

 —

 Capital gains

 —

 —

 Return of capital

 —

 —

 Total distributions paid to unitholders

 $

 $

 —

 Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as unrealized appreciation or depreciation are generally not included in taxable income until they are realized.
 The following table shows the components of accumulated distributable earnings (losses) on a tax basis for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 (in thousands):

 For the period from December 4, 2023 (inception) to December 31, 2023

 Undistributed ordinary income

 $

 $

 Late year loss deferrals

 ( 1,748

)

 Other temporary differences

 ( 759

)

 ( 813

)

 Unrealized appreciation (depreciation)

 1,416

 1,393

 Total accumulated under-distributed (over-distributed) earnings

 $

 ( 987

)

 $

 As of December 31, 2024 and December 31, 2023, the Company's aggregate unrealized appreciation and depreciation on investments based on cost for U.S. federal income tax purposes was as follows (in thousands):

 Tax Cost

 $

 317,213

 $

 Gross unrealized appreciation

 $

 2,155

 $

 1,467

 Gross unrealized depreciation

 ( 739

)

 ( 74

)

 Net unrealized investment appreciation (depreciation)

 $

 1,416

 $

 1,393

 In general, we may make certain reclassifications to the components of member's capital as a result of permanent book-to-tax differences and book-to-tax differences relating to nondeductible expenses. As of December 31, 2024, we adjusted undistributed net investment income by less than $ 0.1 million to $ 10.6 million and common units by $ 0.6 million to $ 155.3 million. As of December 31, 2023, we adjusted undistributed net investment income by less than $ 0.1 million to $ 0.8 million and common units by $ 0.1 million to $ 80.9 million. Total earnings and NAV were not affected.
 To the extent that the Company determines that its estimated current year annual taxable income will exceed its estimated current year distributions from such taxable income, the Company accrues excise tax on estimated excess taxable income. For the year ended December 31, 2024, no excise tax

 was recorded. For the period from December 4, 2023 (inception) to December 31, 2023, less than $ 0.1 million was recorded for U.S. federal excise tax, which is included in Other general and administrative expenses on the Consolidated Statement of Operations.
 Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for the current year, the Company has concluded that it does not have any unrecognized tax benefits that met the recognition or measurement criteria of ASC 740 and therefore, the Company did not record an expense related to unrecognized tax benefits on the Company's consolidated financial statements.

 Note 11. Financial Highlights
 The following are the financial highlights for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023 (in thousands, except unit and per unit data):

 Per Unit Data:

 Net asset value at beginning of period

 $

 $

 1.00

 Net investment income (1)

 193.92

 ( 28.86

)

 Net realized gains (losses) and unrealized appreciation (depreciation) (2)(8)

 ( 35.48

)

 1,862.48

 Net increase (decrease) in member's capital from operations

 1,993.06

 Distributions declared (3)

 ( 182.69

)

 -

 Net asset value at end of period

 $

 1,810.37

 $

 Total return based on net asset value (4)

 8.6

 %

 N/M

 Units outstanding, end of period

 85,248

 44,576

 Weighted average units outstanding

 54,851

 30,180

 Ratio/Supplemental Data:

 Member's capital at end of period

 $

 154,331

 $

 Annualized ratio of net expenses to average member's capital (5)

 11.6

 %

 16.2

 %

 Annualized ratio of net expenses before voluntary waivers to average member's capital (5)(6)

 13.8

 %

 17.9

 %

 Annualized ratio of net investment income to average member's capital (5)

 10.4

 %

 5.6

 %

 Portfolio turnover rate (7)

 0.0

 %

 12.0

 %

 Asset coverage ratio, end of period

 188.9

 %

 223.4

 %

 Capital Commitments Data:

 Capital commitments, end of period

 $

 300,000

 $

 300,000

 Funded capital commitments, end of period

 $

 155,998

 $

 % of capital commitments funded

 52.0

 %

 27.0

 %

 (1) The per unit data was derived by using the weighted average units outstanding during the period.

 (2) The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

 (3) The per unit data for distributions was derived using the actual units outstanding at the date of the relevant transaction (refer to Note 7).

 (4) Total return is calculated as the change in NAV per unit during the period, plus distributions per unit (assuming distributions are reinvested in accordance with the Company's distribution reinvestment plan) divided by the beginning NAV per unit.

 (5) Net expenses include interest expense and all other company operating expenses. Amounts are annualized with the exception of certain non-recurring expenses. Operating expenses may vary in the future based on the amount of capital raised and other unpredictable variables.

 (6) Voluntary waivers include management fees and incentive fees.

 (7) For the year ended December 31, 2024, there were no portfolio companies that repaid loans in full. Portfolio turnover rate for the period from December 4, 2023 (inception) to December 31, 2023 includes two portfolio companies which repaid loans in full between when the initial acquisition of a portfolio of loans and commitments was entered into on June 30, 2023, and when the transaction closed on December 4, 2023. See Note 3 to the consolidated financial statements for additional information.

 (8) For the period from December 4, 2023, to December 31, 2023, the Company recorded $ 1.7 million of net realized gain and changes in unrealized appreciation, the majority of which occurred upon the Company's initial acquisition of loans and commitments on December 4, 2023. See Note 3 of the consolidated financial statements for additional information.

 Note 12. Segment Reporting
 The Company operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation by investing primarily in senior secured loans to U.S. companies in the upper middle market. The CODM uses our consolidated net

 investment income and net increase (decrease) in net assets resulting from operations as reported in the Consolidated Statements of Operations to assess the Company's performance. Net Investment Income is comprised of consolidated total investment income and consolidated total net operating expenses, which are considered the key segment measures of profit or loss received by the CODM. In addition to other factors and metrics, the CODM utilizes net investment income as a key metric in determining distributions to be paid to the Company's unitholders. As the Company's operations comprise a single reporting segment, the segment assets are reflected on the accompanying Consolidated Statements of Assets and Liabilities as "total assets" and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.

 Note 13. Subsequent Events
 Management has evaluated subsequent events through the date of issuance of these consolidated financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the consolidated financial statements other than those disclosed below.
 The Company received $ 22.5 million of proceeds relating to the issuance of units for subscriptions effective after December 31, 2024.
 On January 30, 2025, the Company's Board of Directors declared a distribution of $ 16.8030 per common unit, which was paid on February 21, 2025 to unitholders of record as of January 31, 2025.
 On February 26, 2025, the Company's Board of Directors declared a distribution of $ 15.9745 per common unit, which was paid on March 17, 2025 to unitholders of record as of February 28, 2025.
 On March 21, 2025, the Company entered into a credit agreement (the "Revolving Credit Facility"), by and among the Company, as borrower, and Sumitomo Mitsui Trust Bank, Limited, New York Branch, as the administrative agent, arranger and lender.
 The Revolving Credit Facility provides for borrowings in U.S. dollars in an initial aggregate amount of up to $ 75 million with an option for the Company to request, at one or more times, that the administrative agent, in its sole and absolute discretion, provide up to an aggregate amount of $ 100 million.
 Availability under the Revolving Credit Facility will terminate on the earlier of March 20, 2026, which may be extended for up to two additional one-year periods, subject to the consent of the administrative agent and extending lender, and the date of termination of the revolving commitments thereunder.
 Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base test. Amounts drawn under the Revolving Credit Facility will bear interest at one-month or three-month SOFR plus 2.50 %. During the period commencing on March 21, 2025 and ending on the earlier of March 20, 2026 and the date of termination of all of the revolving commitments under the Revolving Credit Facility, the Company will pay a non-use fee of 0.30% per annum, payable quarterly in arrears, based on the average daily amount of the unused commitments during the immediately preceding quarter.
 In connection with the Revolving Credit Facility, the Company made certain representations and warranties and must comply with various covenants and reporting requirements that are customary for facilities of this type. The Revolving Credit Facility contains events of default customary for facilities of this type. Upon the occurrence of an event of default, the administrative agent, at the request of the required lenders, may terminate the commitments and declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.
 The Company's obligations under the Revolving Credit Facility are secured by the Company's right to call capital from certain of its investors, its right to receive capital contributions from certain of its investors, the bank account into which such capital contributions are funded and all proceeds of any and all of the foregoing.

 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that the information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives.

 We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

 Management's Report on Internal Control over Financial Reporting

 Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Management evaluated our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). As a result of this assessment and based on the criteria in this framework, management has concluded that, as of December 31, 2024, our internal control over financial reporting was effective.

 Changes in Internal Controls Over Financial Reporting

 Management has not identified any change in the Company's internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 Item 9B. Other Information.

 Rule 10b5-1 Trading Arrangements

 During the quarter ended December 31, 2024, none of our directors or officers adopted, modified, or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any "non Rule 10b5-1 trading arrangement."

 Revolving Credit Facility

 On March 21, 2025, the Company entered into a credit agreement (the "Revolving Credit Facility"), by and among the Company, as borrower, and Sumitomo Mitsui Trust Bank, Limited, New York Branch, as the administrative agent, arranger and lender.

 The Revolving Credit Facility provides for borrowings in U.S. dollars in an initial aggregate amount of up to $75 million with an option for the Company to request, at one or more times, that the administrative agent, in its sole and absolute discretion, provide up to an aggregate amount of $100 million.

 Availability under the Revolving Credit Facility will terminate on the earlier of March 20, 2026, which may be extended for up to two additional one-year periods, subject to the consent of the administrative agent and extending lender, and the date of termination of the revolving commitments thereunder.

 Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base test. Amounts drawn under the Revolving Credit Facility will bear interest at one-month or three-month SOFR plus 2.50%. During the period commencing on March 21, 2025 and ending on the earlier of March 20, 2026 and the date of termination of all of the revolving commitments under the Revolving Credit Facility, the Company will pay a

 non-use fee of 0.30% per annum, payable quarterly in arrears, based on the average daily amount of the unused commitments during the immediately preceding quarter.

 In connection with the Revolving Credit Facility, the Company made certain representations and warranties and must comply with various covenants and reporting requirements that are customary for facilities of this type. The Revolving Credit Facility contains events of default customary for facilities of this type. Upon the occurrence of an event of default, the administrative agent, at the request of the required lenders, may terminate the commitments and declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.

 The Company's obligations under the Revolving Credit Facility are secured by the Company's right to call capital from certain of its investors, its right to receive capital contributions from certain of its investors, the bank account into which such capital contributions are funded and all proceeds of any and all of the foregoing.

 The foregoing description of the Revolving Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolving Credit Facility, a copy of which is attached as Exhibit 10.12 to this report and incorporated herein by reference.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 Item 10. Directors, Executive Officers and Corporate Governance.

 Our Board of Directors oversees the management of the Company's business and affairs. The responsibilities of our Board of Directors include the oversight of our investment activity, the quarterly valuation of our assets, and oversight of our financing arrangements and corporate governance activities. Our Board of Directors consists of five members, four of whom are not "interested persons" as defined in Section 2(a)(19) of the Investment Company Act and are "independent," as determined by the Board of Directors. These individuals are referred to as "Independent Directors." Our Board of Directors elects our executive officers, who serve at the discretion of our Board of Directors. Our Board of Directors has also established an Audit Committee and may establish additional committees in the future.

 Board of Directors and Executive Officers

 Holders of our common units will vote together as a class for the election of directors. Our Board of Directors is divided into three classes. At each annual meeting, directors are elected for a term expiring at the third succeeding annual meeting, with the term of office of only one of the three classes of directors expiring each year. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualifies. Currently, (i) Robert S. Franklin and Joseph T. Kenney are Class I directors with current terms expiring at the annual meeting of unitholders to be held in 2026, (ii) Jonathan A. Lucas is a Class II director with current term expiring at the annual meeting of unitholders to be held in 2027, and (iii) Thomas G. Brady and Carmen J. Romano are Class III directors with current terms expiring at the annual meeting of unitholders to be held in 2028.

 Information regarding the Board and Executive Officers are set forth below:

 Name

 Age

 Position

 Position
Held Since

 Interested Directors

 Thomas G. Brady

 Director and Chair of the Board of Directors

 2023

 Independent Directors

 Robert S. Franklin

 2023

 Joseph T. Kenney, Jr.

 2023

 Jonathan A. Lucas

 2023

 Carmen J. Romano

 2023

 Executive Officers

 Jason Kennedy

 Chief Executive Officer and President

 2022

 John Dalton

 Chief Financial Officer

 2023

 Adam Klepack

 General Counsel and Secretary

 2022

 E. Joseph Hess

 Chief Operating Officer

 2023

 Thomas Grenville

 Chief Compliance Officer

 2023

 Daniel Rapino III

 Chief Accounting Officer

 2024

 Each executive officer holds office at the pleasure of the Board of Directors until the next election of officers or until his successor is duly elected and qualifies.

 Biographical Information

 Directors

 Our directors are divided into two groups - interested and independent. Interested directors are "interested persons" of the Company or the Investment Adviser as defined in Section 2(a)(19) of the Investment Company Act.

 Interested Directors:

 Thomas G. Brady has been President and Chief Executive Officer of Jefferies Finance since December 2016 and has been a senior member of the management team since 2004. He previously served as the Head of Structuring & Capital Markets for Jefferies Finance from 2009 to 2016, and between 2004 and 2006. Mr. Brady was part of the leveraged finance group within Jefferies' investment banking platform from 2006 to 2009. Throughout his career, Mr. Brady has been focused on the origination and structuring of non-investment grade credits and was instrumental in overseeing the growth of Jefferies Finance LLC from a start-up in 2004 to an industry leading platform. Prior to joining Jefferies, Mr. Brady held senior leveraged finance positions with General Electric Capital Corporation and Heller Financial, Inc. Mr. Brady graduated from Fairfield University with a B.S. in Finance. Mr. Brady is also a member of the Board of Directors of Jefferies Credit Partners BDC Inc.

 Independent Directors:

 Robert S. Franklin has over 35 years of experience in the financial services industry, including extensive experience with high yield bond investments. From 1999 to 2004. Mr. Franklin was the Portfolio Manager of the High Yield Bond Fund and was a Managing Director at Neuberger Berman Group LLC. Mr. Franklin also served as a Principal and fixed income analyst supporting high yield and bank products at Prudential Investment Management, and as a Vice President and Senior Analyst at Moody's Investors Service Inc. Mr. Franklin is a graduate of The Wharton School of the University of Pennsylvania and holds a Master's degree from the Massachusetts Institute of Technology (Sloan School of Management). Mr. Franklin was previously

 a recipient of the Chartered Financial Analyst (CFA) designation. Mr. Franklin is also a member of the Board of Directors of Jefferies Credit Partners BDC Inc.

 Joseph T. Kenney, Jr. has extensive experience in executive leadership, financial services and wealth management, including alternative asset management. With almost 30 years of experience at JPMorgan Chase & Co., he held many senior leadership positions prior to his retirement in 2017, including Chief Executive Officer of U.S. Private Wealth Management and U.S. Head of Investments and Credit. Mr. Kenney was also a member of the Private Bank Investment, Asset Allocation, Fiduciary Risk and Governance Committees as well as the Private Bank Global Operating Committee, which was responsible for the oversight of 70 offices in 15 countries. His leadership extended beyond JPMorgan to his service on the SIFMA Private Client Services Committee. Mr. Kenney is also a member of the Board of Directors of Jefferies Credit Partners BDC Inc.

 Jonathan A. Lucas has over 40 years of experience in the finance industry, with expertise in business development, client services and middle market commercial finance. Mr. Lucas is currently President of JAL 43 Associates LLC, a management consulting business in New York. From 1994 to 2016, Mr. Lucas held executive officer positions at CIT Group Inc. a leading provider of financing to small businesses and middle market companies, and was President of CIT Trade Finance from 2012 to 2016. Early in his career, Mr. Lucas served as Vice President and Senior Vice President at several banking institutions where he developed middle market lending solutions for corporate borrowers. Mr. Lucas holds a B.A. from Muhlenberg College and an MBA from the University of Pittsburgh (Katz Graduate School of Business). Mr. Lucas is also a member of the Board of Directors of Jefferies Credit Partners BDC Inc.

 Carmen J. Romano, before his retirement in 2017, was a corporate partner at the international law firm Dechert LLP where he practiced for more than 36 years, including 5 years as chair of the corporate and securities group. At Dechert LLP, Mr. Romano represented private equity and strategic clients in numerous merger and acquisition transactions and advised boards and special committees of public company clients on important transactional and governance matters. Mr. Romano is a graduate of The Wharton School of the University of Pennsylvania and Columbia Law School. Mr. Romano is also a member of the Board of Directors of Jefferies Credit Partners BDC Inc.

 Executive Officers

 Jason Kennedy is the Chief Executive Officer and President of the Company and Jefferies Credit Partners BDC Inc., Chief Investment Officer of Jefferies Credit Management LLC, and is also Chief Investment Officer of large company investment strategies at Jefferies Credit Partners LLC, with primary responsibility for investing in upper middle market companies that have EBITDA greater than $75 million. He is responsible for investment sourcing, execution and portfolio management. Prior to joining Jefferies Finance in 2011, Mr. Kennedy spent eight years with RBS Greenwich Capital focused on direct lending, principal investments and special situations. Mr. Kennedy began his career in global corporate lending at Chase Manhattan Bank, subsequently joining Morgan Stanley and Lehman Brothers. Mr. Kennedy received a B.S. in Finance and Economics from Babson College and an M.B.A. from Columbia University's Graduate School of Business.

 John Dalton is the Chief Financial Officer of the Company, Jefferies Credit Partners BDC Inc., Jefferies Credit Management LLC and Jefferies Finance LLC. Mr. Dalton previously served as the Vice President and Co-Controller of Jefferies Financial Group Inc. Prior to the corporate consolidation of Jefferies Financial Group Inc. and Jefferies Group LLC, Mr. Dalton served as the Chief Accounting Officer, Vice President and Controller of Jefferies Financial Group Inc. (formerly Leucadia National Corporation) since 2015. Mr. Dalton was the Assistant Controller from 2014 to 2015 and Director of Consolidations and Financial Reporting from 2013 to 2014 of TEGNA Inc./Gannett Co., Inc. Mr. Dalton has held other accounting and audit positions at TEGNA/Gannett since 2004. Mr. Dalton is a C.P.A and received a B.B.A. from James Madison University.

 Adam Klepack is the General Counsel and Secretary of the Company. Mr. Klepack is also the General Counsel and Secretary of Jefferies Finance LLC, Jefferies Credit Partners BDC Inc., Jefferies Credit Management LLC and Jefferies Credit Partners LLC and other affiliated entities. Mr. Klepack has served as General Counsel of Jefferies Finance since 2022 and previously served Associate General Counsel since 2011. Prior to joining Jefferies Finance, Mr. Klepack was a member of the corporate practice of Proskauer Rose LLP where he advised financial institutions and corporate borrowers on leveraged finance, capital markets and restructuring transactions. Mr. Klepack is admitted to the New York State Bar, and received his J.D. cum laude from New York University Law School and B.A. from New York University's College of Arts and Sciences.

 E. Joseph Hess is the Chief Operating Officer of the Company, Jefferies Credit Partners BDC Inc., and Jefferies Credit Management LLC and the Chief Operating Officer of Jefferies Finance LLC and has been a senior member of its management team since 2004. He is responsible for loan operations and enforcement of risk policies and procedures. Mr. Hess began his career in middle market lending at Chemical Bank and has over 40 years of experience in both cash flow and asset-based lending to a wide variety of clients in diversified industries. His experience also includes significant work in loan restructuring, bankruptcy, and asset liquidation. Prior to co-founding Jefferies Finance in 2004, Mr. Hess held senior credit and portfolio management positions at Chase Business Credit Corporation, Chase Manhattan Bank and General Electric Capital Corporation. He received his B.A. from Harvard College with a concentration in Economics.

 Thomas Grenville is the Chief Compliance Officer of the Company, Jefferies Credit Partners BDC Inc., and Jefferies Finance LLC. Prior to joining Jefferies Finance in 2023, Mr. Grenville served as chief compliance officer for various affiliates of Nuveen Alternatives Advisors LLC and TIAA since 2010, and was previously at the U.S. Securities and Exchange Commission for seven years where he led examinations of hedge funds, investment companies and investment advisers. He also worked for two years at the State of Oregon's Division of Finance and Corporate Securities. Mr. Grenville received a BA from Swarthmore College, a JD from Benjamin N. Cardozo Law School and a LLM in Environmental and Natural Resources Law from Lewis and Clark Law School, and a M.B.A. from the University of California, Berkeley. He is a member of the Oregon Bar, and has been designated as a Certified Fraud Examiner by the Association of Certified Fraud Examiners (ACFE).

 Daniel Rapino III is the Chief Accounting Officer of the Company, Jefferies Credit Partners BDC Inc., and Jefferies Finance LLC. Prior to joining Jefferies Finance in 2006, Mr. Rapino was the Global Controller of Broadview International LLC, a boutique investment banking firm. Mr. Rapino has over 30 years of experience in consulting, auditing, and taxation for public and private companies concentrated in the financial services sector. Mr. Rapino is a Certified Public Accountant and received his B.S. from the City University of New York and an M.S. from the Villanova School of Business.

 Committees of the Board of Directors

 Audit Committee. The members of the Audit Committee are Messrs. Franklin, Kenney, Lucas, and Romano, each of whom is an Independent Director and meets the current independence and experience requirements of Rule 10A-3 of the Exchange Act and none of whom is an "interested person" of the Company as defined in Section 2(a)(19) of the Investment Company Act. Mr. Franklin serves as Chairperson of the Audit Committee. The Board and the Audit Committee have determined that Mr. Lucas is an "audit committee financial expert," as defined in Item 407 of Regulation S-K under the Exchange Act. The Audit Committee is responsible for overseeing matters relating to the appointment and activities of our auditors, audit plans and procedures, various accounting and financial reporting issues and changes in accounting policies, and reviewing the results and scope of the audit and other services provided by our independent public accountants. The Audit Committee is also responsible for aiding the Board in fair value pricing debt and equity securities that are not publicly traded or for which current market values are not readily available.

 Board Leadership Structure

 Our business and affairs are managed under the direction of our Board. Among other things, our Board sets broad policies for us and approves the appointment of our Investment Adviser, Administrator and officers. The role of our Board, and of any individual director, is one of oversight and not of management of our day-to-day affairs.

 Under our Bylaws, our Board may designate one of our directors as chair to preside over meetings of our Board and meetings of unitholders, and to perform such other duties as may be assigned to him or her by our Board. The Board has appointed Thomas G. Brady to serve in the role of chairperson of the Board. The chairperson's role is to preside at all meetings of the Board and to act as a liaison with the Investment Adviser, counsel and other directors generally between meetings. The chairperson serves as a key point person for dealings between management and the directors. The chairperson also may perform such other functions as may be delegated by the Board from time to time. The Board reviews matters related to its leadership structure annually. The Board has determined that its leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over the matters under its purview and it allocates areas of responsibility among committees of directors and the full board in a manner that enhances effective oversight.

 Our Board believes that its leadership structure is the optimal structure for us at this time. Our Board, which will review its leadership structure periodically as part of its annual self-assessment process, further believes that its structure is presently appropriate to enable it to exercise its oversight of us.

 Board Role in Risk Oversight

 Our Board performs its risk oversight function primarily through (i) its Audit Committee, which reports to the entire Board and is comprised solely of the Independent Directors, and (ii) active monitoring of our Chief Compliance Officer and our compliance policies and procedures.

 Oversight of our investment activities extends to oversight of the risk management processes employed by the Investment Adviser as part of its day-to-day management of our investment activities. The Board anticipates reviewing risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of the Investment Adviser as necessary and periodically requesting the production of risk management reports or presentations. The goal of the Board's risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. Investors should note, however, that the Board's oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments.

 We believe that the role of our Board in risk oversight is effective and appropriate given the extensive regulation to which we are already subject as a BDC. As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, we are limited in our ability to enter into transactions with our affiliates, including investing in any portfolio company in which one of our affiliates currently has an investment.

 Code of Ethics

 All personnel deemed to be associated with us and/or our Investment Adviser (including our principal executive officer, principal financial officer and principal accounting officer) are covered by, and required to comply with, the Code of Business Practice of Jefferies Financial Group, which serves as our Code of Ethics pursuant to Item 406 of Regulation S-K. We will furnish, without charge, a copy of our Code of Ethics upon request, which can be submitted by calling (212) 284-3474. Additionally, as required by the Investment Advisers Act of 1940, as amended, and the Investment Company Act, we and the Investment Adviser have adopted codes of ethics (the "Code of Ethics") which apply to, among others, our and our Investment Adviser's executive officers, including our principal executive officer, principal financial officer and principal accounting officer, as well as our Investment Adviser's officers, directors and employees. The codes of ethics establish procedures for personal investments and restrict certain personal securities transactions. Personnel subject to the codes may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the codes' requirements.

 Insider Trading Policies and Procedures

 We have adopted an insider trading policy, governing the purchase, sale and/or other dispositions of our securities by covered persons (our officers, directors, and employees, if any, and officers and employees of the Investment Adviser and JFIN), that is reasonably designed to promote compliance with insider trading laws, rules and regulations. Furthermore, it is also the policy of the Company that the Company will not engage in transactions in securities of the Company while aware of material non-public information relating to the Company or its securities. The insider trading policy is filed as Exhibit 19.1 to this report, and the foregoing description is qualified by reference to such exhibit.

 Item 11. Executive Compensation.

 Compensation of Executive Officers

 We do not currently have any employees and do not expect to have any employees. Currently, we do not directly compensate any of our executive officers. Services necessary for our business are provided by individuals who are employees of the Investment Adviser or its affiliates pursuant to the terms of the Investment Advisory Agreement, which such employees we believe have the skills applicable to our business plan, including experience in upper middle market investing, leveraged finance and capital markets. Under our Investment Advisory Agreement, we have agreed to pay the Investment Adviser a management fee as well as an incentive fee based on our investment performance. Under the Administration Agreement, we pay the Administrator fees for its services in addition to reimbursing the Administrator for all reasonable expenses.

 Compensation of Directors

 The Independent Directors will receive compensation of $60,000 per year, plus $500 per each in-person or telephonic special board meeting attended, together with reasonable out-of-pocket expenses relating to attendance at meetings. The Chairperson of the Audit Committee will receive an annual fee of $5,000. We have obtained directors' and officers' liability insurance on behalf of our directors and officers. We do not have a profit-sharing or retirement plan, and directors will not receive any pension or retirement benefits. No compensation will be paid to directors who are "interested persons." The Board of Directors will review and determine the compensation of Independent Directors.

 No compensation is paid to directors who are "interested persons," as such term is defined in the Investment Company Act.

 Compensation of Directors

 Amounts payable under the arrangement are determined and paid quarterly in arrears, and such amounts for the fiscal year ended December 31, 2024 are presented below:

 Fees Earned or Paid in Cash

 Interested Director

 Thomas G. Brady (1)

 —

 Independent Directors

 Robert S. Franklin

 $

 66,750

 Joseph T. Kenney, Jr.

 $

 60,500

 Jonathan A. Lucas

 $

 60,500

 Carmen J. Romano

 $

 60,500

 (1) Mr. Brady is an interested director and, as such, does not receive compensation from the Company for his service as a director.

 Compensation Committee Interlocks and Insider Participation

 We currently do not have a compensation committee of our Board of Directors and our Board of Directors does not make determinations regarding compensation of executive officers because we do not directly pay any compensation to our executive officers.

 Policies and Practices Related to the Timing of Equity Awards

 We do not grant unit options or other equity awards, and accordingly, we have no policy, program, practice, or plan pertaining to the timing of unit option grants with respect to the release of material non-public information. Furthermore, given that we do not directly compensate our executive officers, we also have not timed the release of material non-public information for the purpose of affecting the value of executive compensation.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The following table sets forth, as of March 24, 2025, the beneficial ownership of each current director, the Company's executive officers, each person known to us to beneficially own 5% or more of the outstanding units, and the executive officers and directors as a group. Percentage of beneficial ownership is based on 97,607 units outstanding as of March 24, 2025.

 Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the units. Ownership information for those persons who beneficially own 5% or more of our units is based upon filings by such persons with the SEC and other information obtained from such persons, if available.

 Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has the same address as the Company.

 Number of Units

 Percentage

 Five-Percent-or-More Beneficial Owners

 Platinum Falcon B 2018 RSC Limited (1)

 97,607

 100.0

 %

 Interested Directors (2)

 Thomas G. Brady

 —

 —

 Independent Directors (2)

 Robert S. Franklin

 —

 —

 Joseph T. Kenney, Jr.

 —

 —

 Jonathan A. Lucas

 —

 —

 Carmen J. Romano

 —

 —

 Executive Officers Who Are Not Directors (2)

 Jason Kennedy

 —

 —

 John Dalton

 —

 —

 Adam Klepack

 —

 —

 E. Joseph Hess

 —

 —

 Thomas Grenville

 —

 —

 Daniel Rapino III

 —

 —

 All officers and directors as a group (11 persons)

 —

 —

 (1) Beneficial ownership information is based on information contained in the Schedule 13D/A filed on March 7, 2025 on behalf of Platinum Falcon B 2018 RSC Limited ("Platinum"). According to the schedule, included in the number of our common units listed above as beneficially owned by Platinum are 4,783 units over which Platinum has sole voting power, 0 units over which Platinum has shared voting power, 97,607 units over which Platinum has sole dispositive power and 0 units over which Platinum has shared dispositive power. The principal address for Platinum Falcon B 2018 RSC Limited is Abu Dhabi Investment Authority, 211 Corniche, PO Box 3600, Abu Dhabi, United Arab Emirates.

 (2) The address for all of the Company's executive officers and directors is c/o Senior Credit Investments LLC, 520 Madison Avenue 12th Floor, New York, New York 10022.

 Securities Authorized for Issuance Under Equity Compensation Plans

 The Company does not have any equity compensation plans.

 Item 13. Certain Relationships and Related Transactions, and Director Independence.

 Transactions with Related Persons

 Investment Advisory Agreement

 On September 25, 2023, the Company entered into an Investment Advisory Agreement between the Company and the Investment Adviser. The Investment Adviser, subject to the overall supervision of the Board of Directors, manages our day-to-day operations and provides investment advisory and management services to the Company. The Investment Adviser is an indirect subsidiary of JFIN, a Delaware limited liability company, and a registered investment adviser under the Advisers Act. JFIN is a joint venture between (i) Jefferies Financial Group Inc. (a publicly traded company and the parent company for Jefferies LLC, a global securities and investment banking firm), and (ii) MassMutual. The Investment Adviser, together with JFIN and its subsidiaries are referred to herein collectively as "Jefferies Finance."

 The Investment Advisory Agreement is effective for an initial two-year term and thereafter will continue for successive annual periods provided that such continuance is specifically approved annually by a majority of the Board of Directors or by the holders of a majority of the Company's outstanding voting securities and, in each case, a majority of the independent directors. The Investment Advisory Agreement may, on 60 days' written notice to the other party, be terminated in its entirety at any time without the payment of any penalty, by our Board of Directors, or by vote of a majority of our outstanding voting securities, on the one hand, or by the Investment Adviser, on the other hand. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the Investment Company Act and related SEC guidance and interpretations.

 The Company will pay the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee is subject to the Fee Waiver, discussed further below.

 Management Fee

 The management fee will be payable quarterly in arrears at an annual rate of 1.25% of our net assets. The management fee will be calculated based on the average value of our net assets at the end of the most recently completed calendar quarter. Net assets means the Company's total assets less liabilities determined on a consolidated basis in accordance with U.S. GAAP.

 Incentive Fee

 The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below.

 (1) Incentive Fee Based on Income

 The portion of the incentive fee that is based on a percentage of our income is based on Pre-Incentive Fee Net Investment Income Returns. "Pre-Incentive Fee Net Investment Income Returns" means, as the context requires, either the dollar value of, or percentage rate of return on the value of our net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses accrued for the quarter (including the management fee, expenses payable under an administration agreement with our administrator, and any interest expense or fees on any credit facilities, but excluding the incentive fee and any unitholder servicing and/or distribution fees).

 Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.

 Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of our net assets at the end of the immediate preceding quarter, is compared to a "hurdle rate" of return of 1.75% per quarter (7.0% annualized).

 We will pay the Investment Adviser an incentive fee quarterly in arrears with respect to our Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

 • No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which our Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.75% per quarter (7.0% annualized);

 • 100% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 2.00% (8.00% annualized). We refer to this portion of our Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 2.00%) as the "catch-up." The "catch-up" is meant to provide the Investment Adviser with approximately 12.5% of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 2.00% in any calendar quarter; and

 • 12.5% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 2.00% (8.00% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Investment Adviser.

 These calculations are prorated for any period of less than three months and adjusted for any units issued or repurchased during the relevant quarter.

 (2) Incentive Fee Based on Capital Gains

 The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar quarter in arrears. The amount payable equals:

 • 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with U.S. GAAP.

 Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. We will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Investment Adviser if we were to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

 The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. For the avoidance of doubt, the incentive fee will be calculated net of our expenses.

 Fee Waiver Agreement

 The Investment Adviser has contractually agreed to waive the management fee and the incentive fee through December 31, 2025, unless sooner terminated by (a) the vote of a majority of our Independent Directors and (b) by a vote of a majority of our Board of Directors, or of a majority of our outstanding voting securities, as defined in the Investment Company Act. Notwithstanding the foregoing, the Investment Adviser has contractually agreed that the waiver of the management fee and the incentive fee may not be modified or terminated unless approved by a vote of a majority of our voting securities, as defined in the Investment Company Act. Amounts waived pursuant to the Fee Waiver will not be subject to any right of future recoupment in favor of the Investment Adviser.

 For the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023, the Company recognized $1.3 million and $0.1 million, respectively, of management fees, and $1.1 million and $0.2 million, respectively, of incentive fees before the impact of waived fees. For the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023, $1.3 million and $0.1 million, respectively, of management fees were waived, and $1.1 million and $0.2 million, respectively, of incentive fees were waived.

 As of December 31, 2024 and December 31, 2023, management and incentive fees payable were $0.0 million.

 Co-Investment Exemptive Relief

 Together with the Investment Adviser, we received an exemptive order from the SEC that permits us to participate in co-investment transactions with certain affiliates of the Investment Adviser and certain funds managed and controlled by the Investment Adviser and its affiliates in transactions that involve the negotiation of certain terms of the securities or loans to be purchased (in addition to price-related terms), subject to certain terms and conditions. Co-investment transactions involving the negotiation of only price-related terms will be entered into in reliance on SEC staff no-action letters. We intend to co-invest, from time to time, with other Accounts (as defined below) (including co-investment or other vehicles in which the Investment Adviser or its personnel invest and that co-invest with such other Accounts) in portfolio investments that are suitable for both the Company and such other Accounts. "Accounts" means Jefferies Finance's own accounts, accounts of Jefferies Finance's clients, including separately managed accounts (or separate accounts), pooled investment vehicles and collateralized loan obligations that are sponsored, managed or advised by Jefferies Finance or other Affiliate Investment Advisers (as defined below). "Affiliate Investment Advisers" means Accounts advised by our Investment Adviser or investment advisers that are affiliated with us. Even if the Company and such other Accounts invest in the same securities, conflicts of interest may still arise. For example, it is possible that as a result of legal, tax, political, regulatory, accounting or other considerations, the terms of such investment (including with respect to price and timing) for the Company and/or such other Accounts may not be the same. Additionally, the Company and/or such other Accounts may have different expected termination dates and/or investment objectives (including target return profiles) and the Investment Adviser, as a result, may have conflicting goals with respect to the price and timing of disposition opportunities.

 JFIN Bridge Loan Agreement

 On December 4, 2023, the Company entered into a loan agreement (the "Bridge Facility") with the Company as the borrower and JFIN as the lender. Under the Bridge Facility, JFIN loaned the Company an aggregate principal amount of $71.7 million. Such principal amount and interest accrued thereon was repaid in its entirety on December 7, 2023, and the Bridge Facility was subsequently terminated.

 Warehouse Portfolio Transaction

 On December 4, 2023, the Company acquired an initial portfolio of loans and commitments for $71.7 million pursuant to a sale and contribution agreement, dated June 30, 2023, by and among the Company and JFIN and certain of its wholly-owned subsidiaries.

 JFIN Investment

 On March 3, 2023, Jefferies Credit Partners LLC, an affiliate of the Investment Adviser, purchased 1,000 common units for $1,000.

 Due to Investment Adviser

 Prior to the commencement of operations on December 7, 2023, the Investment Adviser bore all organization and offering expenses in connection with the formation of the Company and the initial closing of the private offering. Following the commencement of operations, the Company will reimburse the Investment Adviser for these organization and offering costs up to a maximum aggregate amount of $1.5 million. Due to Investment Adviser of approximately $0.0 million and $1.6 million as of December 31, 2024 and December 31, 2023, respectively, in the Consolidated Statements of Assets and Liabilities included primarily the reimbursement amount owed for organization and offering costs.

 Statement of Policy Regarding Transactions with Related Persons

 The Audit Committee will review any potential related party transactions brought to its attention and, during these reviews, it also considers any conflicts of interest brought to its attention pursuant to the Code of Ethics. Each of our directors and executive officers will complete a questionnaire on an annual basis designed to elicit information about any potential related party transactions.

 Director Independence

 For information regarding the independence of our directors, see "Item 10. Directors, Executive Officers and Corporate Governance."

 Item 14. Principal Accountant Fees and Services.

 Audit Fees

 Deloitte & Touche LLP, New York, New York, was selected by the Audit Committee and the Independent Directors of the Board to serve as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2024. The Company knows of no direct financial or material indirect financial interest of Deloitte & Touche LLP in the Company.

 Fees included in the audit fees category are those fees paid for professional services for the audit of our consolidated financial statements included in our Form 10-K and review of financial statements included in our Form 10-Qs, and for services that are normally provided by the accountants in connection with regulatory filings or engagements.

 Audit-Related Fees

 Audit-related fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

 No audit related fees were billed by Deloitte & Touche LLP to the Investment Adviser, or any entity controlling, controlled by, or under common control with, the Investment Adviser, that provides ongoing services to the Company, for engagements directly related to the Company's operations and financial reporting, for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023.

 Tax Fees

 Tax fees are fees for tax compliance, tax advice and tax planning.

 No tax fees were billed by Deloitte & Touche LLP to the Investment Adviser, or any entity controlling, controlled by, or under common control with, the Investment Adviser, that provides ongoing services to the Company, for engagements directly related to the Company's operations and financial reporting, for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023.

 All Other Fees

 All other fees are fees for services not included in the first three categories.

 No fees were billed by Deloitte & Touche LLP to the Investment Adviser, or any entity controlling, controlled by, or under common control with, the Investment Adviser, that provides ongoing services to the Company, for engagements directly related to the Company's operations and financial reporting, for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023.

 Aggregate Non-Audit Fees

 No non-audit fees were billed to the Investment Adviser by Deloitte & Touche LLP for non-audit services for the year ended December 31, 2024 and for the period from December 4, 2023 (inception) to December 31, 2023. This includes any non-audit services required to be pre-approved or non-audit services that did not require pre-approval since they did not directly relate to the Company's operations or financial reporting.

 Fees

 Set forth in the table below are audit fees, audit related fees, tax fees and all other fees billed to the Company by Deloitte & Touche LLP for professional services performed:

 Year Ended

 For the period from
December 4, 2023 (inception) to

 Audit Fees

 $

 290,301

 $

 297,300

 Audit-Related Fees (1)

 —

 —

 Tax Fees

 70,400

 38,198

 All Other Fees (2)

 —

 —

 Total Fees

 $

 360,701

 $

 335,498

 (1) "Audit Related Fees" are those fees, if any, billed to the Company by Deloitte & Touche LLP for services provided by Deloitte & Touche LLP for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

 (2) "All Other Fees" are those fees, if any, billed to the Company by Deloitte & Touche LLP for services not included in the first three categories.

 Pre-Approval of Audit and Non-Audit Services Provided to the Company

 The Audit Committee has established a pre approval policy that describes the permitted audit, audit related, tax and other services to be provided by Deloitte & Touche LLP, the Company's independent registered public accounting firm. The policy requires that the Audit Committee pre approve the audit and non audit services performed by the independent auditor in order to assure that the provision of such service does not impair the auditor's independence.

 Any requests for audit, audit related, tax and other services that have not received general pre approval must be submitted to the Audit Committee for specific pre approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre approval is provided at regularly scheduled meetings of the Audit Committee. The Audit Committee does not delegate its responsibilities to pre approve services performed by the independent registered public accounting firm to management.

 Item 15. Exhibits and Financial Statement Schedules.

 The following documents are filed as part of this annual report:

 (1) Financial Statements—Financial statements are included in Item 8. See the Index to the consolidated financial statements on page 48 of this annual report on Form 10-K.

 (2) Financial Statement Schedules—None. We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the statements or notes to the consolidated financial statements.

 (3) Exhibits—The following is a list of all exhibits filed as a part of this annual report on Form 10-K, including those incorporated by reference

 Exhibit Index

 Exhibit
 Number

 Description

 3.1

 Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form 10, filed on August 11, 2023).

 3.4

 Second Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on February 6, 2024).

 4.1

 Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K,filed on March 29, 2024).

 10.1

 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company's Registration Statement on Form 10, filed on October 3, 2023).

 10.2

 Investment Advisory Agreement between the Company and the Investment Adviser, dated September 25, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed on November 20, 2023).

 10.3

 Administration Agreement between the Company and the Administrator, dated October 27, 2023 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed on November 20, 2023).

 10.4

 Fee Waiver Agreement between the Company and the Investment Adviser, dated September 25, 2023 (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K,filed on March 29, 2024).

 10.5

 Custody Agreement between the Company and The Bank of New York Mellon Trust Company, National Association, dated February 28, 2023 (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K,filed on March 29, 2024).

 10.6

 Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K,filed on March 29, 2024).

 10.7

 Transfer Agency Agreement between the Company and Equiniti Trust Company, LLC, dated November 2, 2023 (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K,filed on March 29, 2024).

 10.8

 Amendment to Transfer Agency and Registrar Services Agreement, dated as of April 1, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed on May 13, 2024).

 10.9

 Amendment No. 2, dated as of December 31, 2024, to the Loan and Security Agreement among SCI BDC SPV I LLC, Senior Credit Investments, LLC, the lenders party thereto, JPMorgan Chase Bank, National Association and The Bank of New York Mellon Trust Company, National Association (including annex of Loan and Security Agreement, conformed through Amendment No. 2) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on January 7, 2025).

 10.10

 Amended and Restated Fee Waiver Agreement dated January 24, 2025, effective as of September 26, 2024, by and between Senior Credit Investments, LLC and Jefferies Credit Management LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on January 29, 2025).

 10.11

 Amendment No. 3, dated as of March 13, 2025, to the Loan and Security Agreement among SCI BDC SPV I LLC, Senior Credit Investments, LLC, the lenders party thereto, and JPMorgan Chase Bank, National Association.

 10.12

 Credit Agreement, dated as of March 21, 2025, among Senior Credit Investments, LLC, as borrower, and Sumitomo Mitsui Trust Bank, Limited, New York Branch, as the administrative agent, arranger and lender.

 19.1

 Insider Trading Policy

 21.1

 Subsidiaries of the Registrant.

 31.1

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

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

 32.2

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

 101.INS

 101.SCH

 Item 16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Senior Credit Investments, LLC

 Date: March 25, 2025

 By:

 /s/ Jason Kennedy

 Jason Kennedy

 Chief Executive Officer and President

 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 Name

 Title

 Date

 /s/ Jason Kennedy

 Chief Executive Officer and President (Principal Executive Officer)

 Jason Kennedy

 /s/ John Dalton

 Chief Financial Officer (Principal Financial Officer)

 John Dalton

 /s/ Daniel Rapino III

 Chief Accounting Officer (Principal Accounting Officer)

 Daniel Rapino

 /s/ Thomas G. Brady

 Director and Chair of the Board of Directors

 Thomas G. Brady

 /s/ Robert S. Franklin

 Robert S. Franklin

 /s/ Joseph T. Kenney, Jr.

 Joseph T. Kenney, Jr

 /s/ Jonathan A. Lucas

 Jonathan A. Lucas

 /s/ Carmen J. Romano

 Carmen J. Romano