UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 814-01175
BAIN CAPITAL SPECIALTY FINANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
81-2878769 |
(State or Other Jurisdiction of |
(I.R.S. Employer |
Incorporation or Organization) |
Identification No.) |
200 Clarendon Street, 37th Floor |
|
Boston, MA |
02116 |
(Address of Principal Executive Office) |
(Zip Code) |
(617) 516‑2000
(Registrant’s Telephone Number, Including Area Code)
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
|
BCSF |
|
New York Stock Exchange |
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 is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒
As of August 6, 2024, the registrant had 64,562,265 shares of common stock outstanding.
TABLE OF CONTENTS
i
FORWARD-LOOKING STATEMENTS
Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2023 and in our filings with the Securities and Exchange Commission (the “SEC”).
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.
ii
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
|
|
As of |
|
|
As of |
|
||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||
|
|
(Unaudited) |
|
|
|
|
|
|||
Assets |
|
|
|
|
|
|
|
|
||
Investments at fair value: |
|
|
|
|
|
|
|
|
||
Non-controlled/non-affiliate investments (amortized cost of $1,632,191 and $1,615,061, respectively) |
|
$ |
|
1,629,550 |
|
|
$ |
|
1,593,360 |
|
Non-controlled/affiliate investment (amortized cost of $34,328 and $132,650, respectively) |
|
|
|
36,312 |
|
|
|
|
147,971 |
|
Controlled affiliate investment (amortized cost of $577,034 and $554,123, respectively) |
|
|
|
571,629 |
|
|
|
|
557,012 |
|
Cash and cash equivalents |
|
|
|
18,417 |
|
|
|
|
42,995 |
|
Foreign cash (cost of $13,141 and $6,865, respectively) |
|
|
|
12,716 |
|
|
|
|
6,405 |
|
Restricted cash and cash equivalents |
|
|
|
66,993 |
|
|
|
|
63,084 |
|
|
|
|
7,066 |
|
|
|
|
7,613 |
|
|
Deferred financing costs |
|
|
|
5,119 |
|
|
|
|
2,802 |
|
Interest receivable on investments |
|
|
|
34,369 |
|
|
|
|
37,169 |
|
Receivable for sales and paydowns of investments |
|
|
|
24,179 |
|
|
|
|
4,310 |
|
Prepaid insurance |
|
|
|
570 |
|
|
|
|
210 |
|
Unrealized appreciation on forward currency exchange contracts |
|
|
|
651 |
|
|
|
|
— |
|
Dividend receivable |
|
|
|
7,276 |
|
|
|
|
9,417 |
|
Total Assets |
|
$ |
|
2,414,847 |
|
|
$ |
|
2,472,348 |
|
|
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
|
|
||
Debt (net of unamortized debt issuance costs of $6,256 and $7,567, respectively) |
|
$ |
|
1,173,944 |
|
|
$ |
|
1,255,933 |
|
Interest payable |
|
|
|
11,555 |
|
|
|
|
13,283 |
|
Payable for investments purchased |
|
|
|
27,332 |
|
|
|
|
11,453 |
|
Unrealized depreciation on forward currency exchange contracts |
|
|
|
1,507 |
|
|
|
|
2,260 |
|
Base management fee payable |
|
|
|
8,768 |
|
|
|
|
8,929 |
|
Incentive fee payable |
|
|
|
7,924 |
|
|
|
|
7,327 |
|
Accounts payable and accrued expenses |
|
|
|
12,219 |
|
|
|
|
9,581 |
|
Distributions payable |
|
|
|
29,053 |
|
|
|
|
27,116 |
|
Total Liabilities |
|
|
|
1,272,302 |
|
|
|
|
1,335,882 |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||
Net Assets |
|
|
|
|
|
|
|
|
||
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,562,265 and 64,562,265 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively |
|
|
|
65 |
|
|
|
|
65 |
|
Paid in capital in excess of par value |
|
|
|
1,165,191 |
|
|
|
|
1,168,384 |
|
Total distributable loss |
|
|
|
(22,711 |
) |
|
|
|
(31,983 |
) |
Total Net Assets |
|
|
|
1,142,545 |
|
|
|
|
1,136,466 |
|
Total Liabilities and Total Net Assets |
|
$ |
|
2,414,847 |
|
|
$ |
|
2,472,348 |
|
|
|
|
|
|
|
|
|
|
||
Net asset value per share |
|
$ |
|
17.70 |
|
|
$ |
|
17.60 |
|
See Notes to Consolidated Financial Statements
3
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share data)
(Unaudited)
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||||||
|
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
||||
Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment income from non-controlled/non-affiliate investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest from investments |
|
$ |
|
45,209 |
|
|
$ |
|
47,101 |
|
|
$ |
|
89,058 |
|
|
$ |
|
95,170 |
|
Dividend income |
|
|
|
435 |
|
|
|
|
61 |
|
|
|
|
435 |
|
|
|
|
62 |
|
PIK income |
|
|
|
5,643 |
|
|
|
|
6,249 |
|
|
|
|
10,710 |
|
|
|
|
10,089 |
|
Other income |
|
|
|
3,141 |
|
|
|
|
1,922 |
|
|
|
|
8,396 |
|
|
|
|
7,170 |
|
Total investment income from non-controlled/non-affiliate investments |
|
|
|
54,428 |
|
|
|
|
55,333 |
|
|
|
|
108,599 |
|
|
|
|
112,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment income from non-controlled/affiliate investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest from investments |
|
|
|
279 |
|
|
|
|
2,525 |
|
|
|
|
2,860 |
|
|
|
|
4,963 |
|
Dividend income |
|
|
|
— |
|
|
|
|
1,630 |
|
|
|
|
821 |
|
|
|
|
3,005 |
|
PIK income |
|
|
|
143 |
|
|
|
|
628 |
|
|
|
|
458 |
|
|
|
|
1,022 |
|
Total investment income from non-controlled/affiliate investments |
|
|
|
422 |
|
|
|
|
4,783 |
|
|
|
|
4,139 |
|
|
|
|
8,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment income from controlled affiliate investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest from investments |
|
|
|
9,618 |
|
|
|
|
8,562 |
|
|
|
|
18,783 |
|
|
|
|
14,917 |
|
Dividend income |
|
|
|
7,803 |
|
|
|
|
7,037 |
|
|
|
|
15,249 |
|
|
|
|
14,054 |
|
Total investment income from controlled affiliate investments |
|
|
|
17,421 |
|
|
|
|
15,599 |
|
|
|
|
34,032 |
|
|
|
|
28,971 |
|
Total investment income |
|
|
|
72,271 |
|
|
|
|
75,715 |
|
|
|
|
146,770 |
|
|
|
|
150,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and debt financing expenses |
|
|
|
17,631 |
|
|
|
|
20,459 |
|
|
|
|
35,687 |
|
|
|
|
40,009 |
|
Base management fee |
|
|
|
8,769 |
|
|
|
|
9,116 |
|
|
|
|
17,587 |
|
|
|
|
18,026 |
|
Incentive fee |
|
|
|
7,924 |
|
|
|
|
4,008 |
|
|
|
|
17,156 |
|
|
|
|
15,118 |
|
Professional fees |
|
|
|
1,029 |
|
|
|
|
451 |
|
|
|
|
1,830 |
|
|
|
|
1,032 |
|
Directors fees |
|
|
|
174 |
|
|
|
|
179 |
|
|
|
|
348 |
|
|
|
|
353 |
|
Other general and administrative expenses |
|
|
|
2,477 |
|
|
|
|
1,493 |
|
|
|
|
4,920 |
|
|
|
|
3,152 |
|
Total expenses, net of fee waivers |
|
|
|
38,004 |
|
|
|
|
35,706 |
|
|
|
|
77,528 |
|
|
|
|
77,690 |
|
Net investment income before taxes |
|
|
|
34,267 |
|
|
|
|
40,009 |
|
|
|
|
69,242 |
|
|
|
|
72,762 |
|
Income tax expense, including excise tax |
|
|
|
1,150 |
|
|
|
|
1,097 |
|
|
|
|
2,175 |
|
|
|
|
1,692 |
|
Net investment income |
|
|
|
33,117 |
|
|
|
|
38,912 |
|
|
|
|
67,067 |
|
|
|
|
71,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized and unrealized gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized loss on non-controlled/non-affiliate investments |
|
|
|
(5,340 |
) |
|
|
|
(229 |
) |
|
|
|
(7,876 |
) |
|
|
|
(10,880 |
) |
Net realized gain on non-controlled/affiliate investments |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
4,719 |
|
|
|
|
— |
|
Net realized loss on foreign currency transactions |
|
|
|
(446 |
) |
|
|
|
(321 |
) |
|
|
|
(423 |
) |
|
|
|
(4,534 |
) |
Net realized gain (loss) on forward currency exchange contracts |
|
|
|
169 |
|
|
|
|
— |
|
|
|
|
1,896 |
|
|
|
|
(2,385 |
) |
Net change in unrealized appreciation on foreign currency translation |
|
|
|
177 |
|
|
|
|
127 |
|
|
|
|
(31 |
) |
|
|
|
3,894 |
|
Net change in unrealized appreciation on forward currency exchange contracts |
|
|
|
163 |
|
|
|
|
(1,476 |
) |
|
|
|
1,404 |
|
|
|
|
(1,315 |
) |
Net change in unrealized appreciation on non-controlled/non-affiliate investments |
|
|
|
8,502 |
|
|
|
|
(6,925 |
) |
|
|
|
19,060 |
|
|
|
|
(5,537 |
) |
Net change in unrealized appreciation on non-controlled/affiliate investments |
|
|
|
21 |
|
|
|
|
(432 |
) |
|
|
|
(13,337 |
) |
|
|
|
3,027 |
|
Net change in unrealized appreciation on controlled affiliate investments |
|
|
|
(7,273 |
) |
|
|
|
(485 |
) |
|
|
|
(8,294 |
) |
|
|
|
5,116 |
|
Total net losses |
|
|
|
(4,027 |
) |
|
|
|
(9,741 |
) |
|
|
|
(2,882 |
) |
|
|
|
(12,614 |
) |
Net increase in net assets resulting from operations |
|
$ |
|
29,090 |
|
|
$ |
|
29,171 |
|
|
$ |
|
64,185 |
|
|
$ |
|
58,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted net investment income per common share |
|
$ |
|
0.51 |
|
|
$ |
|
0.60 |
|
|
$ |
|
1.04 |
|
|
$ |
|
1.10 |
|
Basic and diluted increase in net assets resulting from operations per common share |
|
$ |
|
0.45 |
|
|
$ |
|
0.45 |
|
|
$ |
|
1.00 |
|
|
$ |
|
0.91 |
|
Basic and diluted weighted average common shares outstanding |
|
|
|
64,562,265 |
|
|
|
|
64,562,265 |
|
|
|
|
64,562,265 |
|
|
|
|
64,562,265 |
|
See Notes to Consolidated Financial Statements
4
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Changes in Net Assets
(in thousands, except share and per share data)
(Unaudited)
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||||||
|
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
||||
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income |
|
$ |
|
33,117 |
|
|
$ |
|
38,912 |
|
|
$ |
|
67,067 |
|
|
$ |
|
71,070 |
|
Net realized loss |
|
|
|
(5,617 |
) |
|
|
|
(550 |
) |
|
|
|
(1,684 |
) |
|
|
|
(17,799 |
) |
Net change in unrealized appreciation |
|
|
|
1,590 |
|
|
|
|
(9,191 |
) |
|
|
|
(1,198 |
) |
|
|
|
5,185 |
|
Net increase in net assets resulting from operations |
|
|
|
29,090 |
|
|
|
|
29,171 |
|
|
|
|
64,185 |
|
|
|
|
58,456 |
|
Stockholder distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributions from distributable earnings |
|
|
|
(29,053 |
) |
|
|
|
(24,534 |
) |
|
|
|
(58,106 |
) |
|
|
|
(49,068 |
) |
Net decrease in net assets resulting from stockholder distributions |
|
|
|
(29,053 |
) |
|
|
|
(24,534 |
) |
|
|
|
(58,106 |
) |
|
|
|
(49,068 |
) |
Capital share transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total increase in net assets |
|
|
|
37 |
|
|
|
|
4,637 |
|
|
|
|
6,079 |
|
|
|
|
9,388 |
|
Net assets at beginning of period |
|
|
|
1,142,508 |
|
|
|
|
1,121,142 |
|
|
|
|
1,136,466 |
|
|
|
|
1,116,391 |
|
Net assets at end of period |
|
$ |
|
1,142,545 |
|
|
$ |
|
1,125,779 |
|
|
$ |
|
1,142,545 |
|
|
$ |
|
1,125,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net asset value per common share |
|
$ |
|
17.70 |
|
|
$ |
|
17.44 |
|
|
$ |
|
17.70 |
|
|
$ |
|
17.44 |
|
Common stock outstanding at end of period |
|
|
|
64,562,265 |
|
|
|
|
64,562,265 |
|
|
|
|
64,562,265 |
|
|
|
|
64,562,265 |
|
See Notes to Consolidated Financial Statements
5
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Cash Flows
(in thousands, except share and per share data)
(Unaudited)
|
|
For the Six Months Ended June 30, |
|
|||||||
|
|
|
2024 |
|
|
|
2023 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
||
Net increase in net assets resulting from operations |
|
$ |
|
64,185 |
|
|
$ |
|
58,456 |
|
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities: |
|
|
|
|
|
|
|
|
||
Purchases of investments |
|
|
|
(682,236 |
) |
|
|
|
(539,565 |
) |
Proceeds from principal payments and sales of investments |
|
|
|
747,376 |
|
|
|
|
435,472 |
|
Net realized loss from investments |
|
|
|
3,157 |
|
|
|
|
10,880 |
|
Net realized loss on foreign currency transactions |
|
|
|
423 |
|
|
|
|
4,534 |
|
Net change in unrealized appreciation on forward currency exchange contracts |
|
|
|
(1,404 |
) |
|
|
|
1,315 |
|
Net change in unrealized appreciation on investments |
|
|
|
2,571 |
|
|
|
|
(2,606 |
) |
Net change in unrealized appreciation on foreign currency translation |
|
|
|
31 |
|
|
|
|
(3,894 |
) |
Increase in investments due to PIK |
|
|
|
(11,168 |
) |
|
|
|
(11,111 |
) |
Accretion of discounts and amortization of premiums |
|
|
|
(2,838 |
) |
|
|
|
(3,151 |
) |
Amortization of deferred financing costs and debt issuance costs |
|
|
|
2,168 |
|
|
|
|
1,770 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
||
Collateral on forward currency exchange contracts |
|
|
|
547 |
|
|
|
|
2,067 |
|
Interest receivable on investments |
|
|
|
2,800 |
|
|
|
|
(6,072 |
) |
Prepaid insurance |
|
|
|
(360 |
) |
|
|
|
(411 |
) |
Dividend receivable |
|
|
|
2,141 |
|
|
|
|
(137 |
) |
Interest payable |
|
|
|
(1,728 |
) |
|
|
|
3,767 |
|
Base management fee payable |
|
|
|
(161 |
) |
|
|
|
210 |
|
Incentive fee payable |
|
|
|
597 |
|
|
|
|
(5,208 |
) |
Accounts payable and accrued expenses |
|
|
|
2,638 |
|
|
|
|
1,952 |
|
Net cash provided by (used in) operating activities |
|
|
|
128,739 |
|
|
|
|
(51,732 |
) |
|
|
|
|
|
|
|
|
|
||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
||
Borrowings on debt |
|
|
|
297,000 |
|
|
|
|
308,000 |
|
Repayments on debt |
|
|
|
(380,301 |
) |
|
|
|
(205,000 |
) |
Payments of financing costs |
|
|
|
(3,173 |
) |
|
|
|
— |
|
Stockholder distributions paid |
|
|
|
(56,169 |
) |
|
|
|
(47,776 |
) |
Net cash provided by (used in) financing activities |
|
|
|
(142,643 |
) |
|
|
|
55,224 |
|
Net increase (decrease) in cash, foreign cash, restricted cash and cash equivalents |
|
|
|
(13,904 |
) |
|
|
|
3,492 |
|
Effect of foreign currency exchange rates |
|
|
|
(454 |
) |
|
|
|
(640 |
) |
Cash, foreign cash, restricted cash and cash equivalents, beginning of period |
|
|
|
112,484 |
|
|
|
|
125,730 |
|
Cash, foreign cash, restricted cash and cash equivalents, end of period |
|
$ |
|
98,126 |
|
|
$ |
|
128,582 |
|
|
|
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
||
Cash interest paid during the period |
|
$ |
|
35,247 |
|
|
$ |
|
34,472 |
|
Cash paid for income taxes, including excise taxes during the period |
|
$ |
|
2,248 |
|
|
$ |
|
1,209 |
|
|
|
As of June 30, |
|
|||||||
|
|
|
2024 |
|
|
|
2023 |
|
||
Cash |
|
$ |
|
18,417 |
|
|
$ |
|
87,727 |
|
Restricted cash |
|
|
|
66,993 |
|
|
|
|
36,243 |
|
Foreign cash |
|
|
|
12,716 |
|
|
|
|
4,612 |
|
Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows |
|
$ |
|
98,126 |
|
|
$ |
|
128,582 |
|
See Notes to Consolidated Financial Statements
6
Bain Capital Specialty Finance, Inc.
Consolidated Schedule of Investments
As of June 30, 2024
(In thousands)
(Unaudited)
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest Rate |
|
|
Maturity Date |
|
Principal/Shares (9) |
|
|
Cost |
|
|
Market Value |
|
|
% of NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Forming Machining Industries Holdings, LLC (18)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
8.40% |
|
|
13.75 |
% |
|
10/9/2026 |
|
$ |
|
6,898 |
|
|
|
6,874 |
|
|
|
5,053 |
|
|
|
|
|
Forming Machining Industries Holdings, LLC (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.40% |
|
|
9.75 |
% |
|
10/9/2025 |
|
$ |
|
16,015 |
|
|
|
15,989 |
|
|
|
12,612 |
|
|
|
|
|
Forward Slope (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.10% |
|
|
12.18 |
% |
|
8/22/2029 |
|
$ |
|
6,170 |
|
|
|
6,030 |
|
|
|
6,170 |
|
|
|
|
|
Forward Slope (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.85% |
|
|
12.18 |
% |
|
8/22/2029 |
|
$ |
|
23,515 |
|
|
|
22,986 |
|
|
|
23,515 |
|
|
|
|
|
Forward Slope (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
8/22/2029 |
|
$ |
|
— |
|
|
|
(190 |
) |
|
|
— |
|
|
|
|
||
Forward Slope (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.85% |
|
|
12.18 |
% |
|
8/22/2029 |
|
$ |
|
8,662 |
|
|
|
8,544 |
|
|
|
8,662 |
|
|
|
|
|
Forward Slope (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
930 |
|
|
|
930 |
|
|
|
1,229 |
|
|
|
|
||
GSP Holdings, LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.90% |
|
|
11.23 |
% |
|
11/6/2025 |
|
$ |
|
9,624 |
|
|
|
9,615 |
|
|
|
9,335 |
|
|
|
|
|
GSP Holdings, LLC (18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.90% |
|
|
11.23 |
% |
|
11/6/2025 |
|
$ |
|
4,550 |
|
|
|
4,539 |
|
|
|
4,413 |
|
|
|
|
|
Kellstrom Aerospace Group, Inc (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
1,963 |
|
|
|
1,188 |
|
|
|
|
||
Kellstrom Commercial Aerospace, Inc. (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.01% (0.25% PIK) |
|
|
11.56 |
% |
|
7/1/2025 |
|
$ |
|
19,637 |
|
|
|
19,470 |
|
|
|
19,343 |
|
|
|
|
|
Kellstrom Commercial Aerospace, Inc. (3)(15)(19)(22) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.26% |
|
|
11.60 |
% |
|
7/1/2025 |
|
$ |
|
3,246 |
|
|
|
3,252 |
|
|
|
3,182 |
|
|
|
|
|
Mach Acquisition R/C (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
7.65% |
|
|
12.97 |
% |
|
10/19/2026 |
|
$ |
|
7,532 |
|
|
|
7,440 |
|
|
|
7,231 |
|
|
|
|
|
Mach Acquisition T/L (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.65% (2.00% PIK) |
|
|
13.98 |
% |
|
10/19/2026 |
|
$ |
|
34,328 |
|
|
|
34,009 |
|
|
|
33,298 |
|
|
|
|
|
Precision Ultimate Holdings, LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,417 |
|
|
|
1,417 |
|
|
|
1,296 |
|
|
|
|
||
Robinson Helicopter (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,592 |
|
|
|
1,592 |
|
|
|
2,961 |
|
|
|
|
||
Robinson Helicopter (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.60% |
|
|
11.94 |
% |
|
6/30/2028 |
|
$ |
|
14,342 |
|
|
|
14,103 |
|
|
|
14,342 |
|
|
|
|
|
Saturn Purchaser Corp. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.35% |
|
|
10.69 |
% |
|
7/23/2029 |
|
$ |
|
14,018 |
|
|
|
13,902 |
|
|
|
14,018 |
|
|
|
|
|
Saturn Purchaser Corp. (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
7/22/2029 |
|
$ |
|
— |
|
|
|
(35 |
) |
|
|
— |
|
|
|
|
||
Whitcraft-Paradigm (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.00% |
|
|
12.33 |
% |
|
2/15/2029 |
|
$ |
|
11,852 |
|
|
|
11,758 |
|
|
|
11,852 |
|
|
|
|
|
Whitcraft-Paradigm (3)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.50% |
|
|
10.83 |
% |
|
2/15/2029 |
|
$ |
|
998 |
|
|
|
998 |
|
|
|
998 |
|
|
|
|
|
Whitcraft-Paradigm (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
P |
|
6.00% |
|
|
14.50 |
% |
|
2/28/2029 |
|
$ |
|
355 |
|
|
|
338 |
|
|
|
355 |
|
|
|
|
|
Aerospace & Defense Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
185,524 |
|
|
$ |
181,053 |
|
|
|
15.8 |
% |
||
7
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest Rate |
|
|
Maturity Date |
|
Principal/Shares (9) |
|
|
Cost |
|
|
Market Value |
|
|
% of NAV (4) |
|
||||||
Automotive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
American Trailer Rental Group (19)(26) |
|
Subordinated Debt |
|
— |
|
9.00% (4.50% PIK) |
|
|
13.50 |
% |
|
12/1/2027 |
|
$ |
|
5,229 |
|
|
|
5,182 |
|
|
|
5,150 |
|
|
|
|
|
American Trailer Rental Group (19)(26) |
|
Subordinated Debt |
|
— |
|
9.00% (4.50% PIK) |
|
|
13.50 |
% |
|
12/1/2027 |
|
$ |
|
16,133 |
|
|
|
15,920 |
|
|
|
15,891 |
|
|
|
|
|
American Trailer Rental Group (19)(26) |
|
Subordinated Debt |
|
— |
|
9.00% (4.50% PIK) |
|
|
13.50 |
% |
|
12/1/2027 |
|
$ |
|
20,146 |
|
|
|
19,877 |
|
|
|
19,844 |
|
|
|
|
|
Cardo (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.25% |
|
|
10.57 |
% |
|
5/12/2028 |
|
$ |
|
98 |
|
|
|
97 |
|
|
|
98 |
|
|
|
|
|
Gills Point S (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.75% |
|
|
11.08 |
% |
|
5/17/2029 |
|
$ |
|
12,568 |
|
|
|
12,568 |
|
|
|
12,568 |
|
|
|
|
|
Gills Point S (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.75% |
|
|
11.10 |
% |
|
5/17/2029 |
|
$ |
|
180 |
|
|
|
180 |
|
|
|
180 |
|
|
|
|
|
Gills Point S (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.75% |
|
|
11.08 |
% |
|
5/17/2029 |
|
$ |
|
1,257 |
|
|
|
1,240 |
|
|
|
1,257 |
|
|
|
|
|
Gills Point S (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
184 |
|
|
|
208 |
|
|
|
|
||
Gills Point S (3)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.75% |
|
|
11.10 |
% |
|
5/17/2029 |
|
$ |
|
7,070 |
|
|
|
7,061 |
|
|
|
7,070 |
|
|
|
|
|
Intoxalock (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.10% |
|
|
10.44 |
% |
|
11/1/2028 |
|
$ |
|
12,066 |
|
|
|
11,972 |
|
|
|
12,066 |
|
|
|
|
|
Intoxalock (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.10% |
|
|
10.44 |
% |
|
11/1/2028 |
|
$ |
|
343 |
|
|
|
318 |
|
|
|
343 |
|
|
|
|
|
JHCC Holdings, LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.25% |
|
|
10.58 |
% |
|
9/9/2027 |
|
$ |
|
11,982 |
|
|
|
11,940 |
|
|
|
11,982 |
|
|
|
|
|
JHCC Holdings, LLC (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.25% |
|
|
10.59 |
% |
|
9/9/2027 |
|
$ |
|
638 |
|
|
|
611 |
|
|
|
638 |
|
|
|
|
|
Automotive Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
87,150 |
|
|
$ |
87,295 |
|
|
|
7.6 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Banking, Finance, Insurance & Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Morrow Sodali (15)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.73% |
|
|
11.07 |
% |
|
4/25/2028 |
|
$ |
|
2,612 |
|
|
|
2,599 |
|
|
|
2,612 |
|
|
|
|
|
Morrow Sodali (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.10% |
|
|
10.44 |
% |
|
4/25/2027 |
|
$ |
|
441 |
|
|
|
421 |
|
|
|
441 |
|
|
|
|
|
Sikich (19)(25)(26) |
|
Preferred Equity |
|
— |
|
13.00% PIK |
|
|
13.00 |
% |
|
— |
|
|
|
30 |
|
|
|
3,000 |
|
|
|
3,000 |
|
|
|
|
|
Sikich (14)(19)(25) |
|
Warrants |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Sikich (14)(19)(25) |
|
Warrants |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
5 |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Banking, Finance, Insurance & Real Estate Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,020 |
|
|
$ |
6,053 |
|
|
|
0.5 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beverage, Food & Tobacco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Arctic Glacier U.S.A., Inc. (19)(26)(31) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.76% (4.00% PIK) |
|
|
16.10 |
% |
|
5/24/2028 |
|
$ |
|
12,230 |
|
|
|
12,029 |
|
|
|
11,680 |
|
|
|
|
|
Arctic Glacier U.S.A., Inc. (3)(19)(26)(31) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.76% (4.00% PIK) |
|
|
16.10 |
% |
|
5/24/2028 |
|
$ |
|
1,922 |
|
|
|
1,892 |
|
|
|
1,835 |
|
|
|
|
|
AgroFresh Solutions (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.35% |
|
|
11.69 |
% |
|
3/31/2029 |
|
$ |
|
31,288 |
|
|
|
30,752 |
|
|
|
30,975 |
|
|
|
|
|
AgroFresh Solutions (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.35% |
|
|
11.69 |
% |
|
3/31/2028 |
|
$ |
|
4,764 |
|
|
|
4,681 |
|
|
|
4,714 |
|
|
|
|
|
NPC International, Inc. (14)(19)(25)(27) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
308 |
|
|
|
461 |
|
|
|
7 |
|
|
|
|
||
PPX (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
33 |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
PPX (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
33 |
|
|
|
5,000 |
|
|
|
6,867 |
|
|
|
|
||
Beverage, Food & Tobacco Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
54,815 |
|
|
$ |
56,078 |
|
|
|
4.9 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AXH Air Coolers (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
10/31/2029 |
|
$ |
|
— |
|
|
|
(65 |
) |
|
|
— |
|
|
|
|
||
AXH Air Coolers (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
10/31/2029 |
|
$ |
|
— |
|
|
|
(49 |
) |
|
|
— |
|
|
|
|
||
AXH Air Coolers (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.75% |
|
|
12.06 |
% |
|
10/31/2029 |
|
$ |
|
12,164 |
|
|
|
12,055 |
|
|
|
12,164 |
|
|
|
|
|
AXH Air Coolers (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,417 |
|
|
|
3,417 |
|
|
|
4,915 |
|
|
|
|
||
East BCC Coinvest II, LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,419 |
|
|
|
1,419 |
|
|
|
463 |
|
|
|
|
||
Ergotron Acquisition LLC (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.85% |
|
|
11.20 |
% |
|
7/6/2028 |
|
$ |
|
12,036 |
|
|
|
11,857 |
|
|
|
12,036 |
|
|
|
|
|
DiversiTech (17) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.01% |
|
|
9.35 |
% |
|
12/22/2028 |
|
$ |
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
FCG Acquisitions, Inc. (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Jonathan Acquisition Company (18)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
9.10% |
|
|
14.45 |
% |
|
12/22/2027 |
|
$ |
|
8,000 |
|
|
|
7,878 |
|
|
|
8,000 |
|
|
|
|
|
TCFIII Owl Finance, LLC (19)(26) |
|
Subordinated Debt |
|
— |
|
12.00% PIK |
|
|
12.00 |
% |
|
1/30/2027 |
|
$ |
|
5,805 |
|
|
|
5,766 |
|
|
|
5,805 |
|
|
|
|
|
Capital Equipment Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
42,279 |
|
|
$ |
43,384 |
|
|
|
3.8 |
% |
||
8
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest Rate |
|
|
Maturity Date |
|
Principal/Shares (9) |
|
|
Cost |
|
|
Market Value |
|
|
% of NAV (4) |
|
||||||
Chemicals, Plastics & Rubber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AP Plastics Group, LLC (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.75% |
|
|
10.18 |
% |
|
8/10/2028 |
|
$ |
|
7,177 |
|
|
|
7,014 |
|
|
|
7,177 |
|
|
|
|
|
Duraco (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
6/6/2029 |
|
$ |
|
— |
|
|
|
(30 |
) |
|
|
(30 |
) |
|
|
|
||
Duraco (19)(29)(32) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.50% |
|
|
11.84 |
% |
|
6/6/2029 |
|
$ |
|
24,975 |
|
|
|
24,601 |
|
|
|
24,600 |
|
|
|
|
|
V Global Holdings LLC (16)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
5.75% |
|
|
9.57 |
% |
|
12/22/2027 |
|
€ |
|
98 |
|
|
|
102 |
|
|
|
99 |
|
|
|
|
|
V Global Holdings LLC (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.90% |
|
|
11.22 |
% |
|
12/22/2027 |
|
$ |
|
5,773 |
|
|
|
5,701 |
|
|
|
5,499 |
|
|
|
|
|
V Global Holdings LLC (3)(16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.85% |
|
|
11.18 |
% |
|
12/22/2025 |
|
$ |
|
7,089 |
|
|
|
7,017 |
|
|
|
6,628 |
|
|
|
|
|
Chemicals, Plastics & Rubber Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
44,405 |
|
|
$ |
43,973 |
|
|
|
3.8 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction & Building |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Chase Industries, Inc. (15)(19)(26)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.40% (1.25% PIK) |
|
|
10.98 |
% |
|
5/12/2025 |
|
$ |
|
23,797 |
|
|
|
22,991 |
|
|
|
22,489 |
|
|
|
|
|
Chase Industries, Inc. (15)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
4.40% (1.25% PIK) |
|
|
10.98 |
% |
|
5/12/2025 |
|
$ |
|
2,335 |
|
|
|
2,252 |
|
|
|
2,207 |
|
|
|
|
|
Chase Industries, Inc. (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.65% |
|
|
10.98 |
% |
|
5/12/2025 |
|
$ |
|
979 |
|
|
|
835 |
|
|
|
885 |
|
|
|
|
|
Elk Parent Holdings, LP (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
12 |
|
|
|
1,442 |
|
|
|
|
||
Elk Parent Holdings, LP (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
120 |
|
|
|
1,202 |
|
|
|
1,740 |
|
|
|
|
||
Service Master (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
— |
|
|
|
169 |
|
|
|
217 |
|
|
|
|
||
Service Master (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.01% (1.00% PIK) |
|
|
12.34 |
% |
|
8/16/2027 |
|
$ |
|
889 |
|
|
|
880 |
|
|
|
889 |
|
|
|
|
|
Service Master (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.86% (1.00% PIK) |
|
|
12.21 |
% |
|
8/16/2027 |
|
$ |
|
7,588 |
|
|
|
7,514 |
|
|
|
7,588 |
|
|
|
|
|
Service Master (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
507 |
|
|
|
|
||
Service Master (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.86% (1.00% PIK) |
|
|
12.21 |
% |
|
8/16/2027 |
|
$ |
|
11,635 |
|
|
|
11,635 |
|
|
|
11,635 |
|
|
|
|
|
Service Master (3)(18)(19)(26) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.00% (1.00% PIK) |
|
|
12.35 |
% |
|
8/16/2027 |
|
$ |
|
9,472 |
|
|
|
9,358 |
|
|
|
9,472 |
|
|
|
|
|
Service Master (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.86% (1.00% PIK) |
|
|
12.19 |
% |
|
8/16/2027 |
|
$ |
|
6,464 |
|
|
|
6,408 |
|
|
|
6,464 |
|
|
|
|
|
USIC Holdings, Inc. (16) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
3.76% |
|
|
9.10 |
% |
|
5/12/2028 |
|
$ |
|
1,995 |
|
|
|
1,997 |
|
|
|
1,934 |
|
|
|
|
|
Construction & Building Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
65,253 |
|
|
$ |
67,469 |
|
|
|
5.9 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Goods: Durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New Milani Group LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.50% |
|
|
10.93 |
% |
|
6/6/2026 |
|
$ |
|
11,269 |
|
|
|
11,146 |
|
|
|
11,269 |
|
|
|
|
|
Stanton Carpet (15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
9.15% |
|
|
14.46 |
% |
|
3/31/2028 |
|
$ |
|
11,434 |
|
|
|
11,274 |
|
|
|
11,435 |
|
|
|
|
|
Tangent Technologies Acquisition, LLC (15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
9.00% |
|
|
14.30 |
% |
|
5/30/2028 |
|
$ |
|
8,915 |
|
|
|
8,790 |
|
|
|
8,915 |
|
|
|
|
|
TLC Holdco LP (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,281 |
|
|
|
1,221 |
|
|
|
826 |
|
|
|
|
||
TLC Purchaser, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.76% |
|
|
11.09 |
% |
|
10/13/2025 |
|
$ |
|
21,994 |
|
|
|
21,765 |
|
|
|
21,554 |
|
|
|
|
|
TLC Purchaser, Inc. (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.76% |
|
|
11.10 |
% |
|
10/13/2025 |
|
$ |
|
3,808 |
|
|
|
3,742 |
|
|
|
3,618 |
|
|
|
|
|
Consumer Goods: Durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
57,938 |
|
|
$ |
57,617 |
|
|
|
5.0 |
% |
||
9
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest Rate |
|
|
Maturity Date |
|
Principal/Shares (9) |
|
|
Cost |
|
|
Market Value |
|
|
% of NAV (4) |
|
||||||
Consumer Goods: Non-Durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Evriholder (19)(29)(32) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.90% |
|
|
12.23 |
% |
|
1/24/2028 |
|
$ |
|
6,134 |
|
|
|
6,078 |
|
|
|
6,103 |
|
|
|
|
|
Fineline Technologies, Inc. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
939 |
|
|
|
939 |
|
|
|
1,143 |
|
|
|
|
||
FL Hawk Intermediate Holdings, Inc. (15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
9.01% |
|
|
14.35 |
% |
|
8/19/2028 |
|
$ |
|
12,613 |
|
|
|
12,369 |
|
|
|
12,614 |
|
|
|
|
|
KIK Custom Products (17) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.01% |
|
|
9.36 |
% |
|
12/22/2026 |
|
$ |
|
1,995 |
|
|
|
2,002 |
|
|
|
1,996 |
|
|
|
|
|
RoC Skincare (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.00% |
|
|
11.33 |
% |
|
2/21/2031 |
|
$ |
|
18,186 |
|
|
|
17,930 |
|
|
|
18,186 |
|
|
|
|
|
RoC Skincare (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
2/21/2030 |
|
$ |
|
— |
|
|
|
(27 |
) |
|
|
— |
|
|
|
|
||
Solaray, LLC (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.60% |
|
|
11.93 |
% |
|
12/15/2025 |
|
$ |
|
13,245 |
|
|
|
13,237 |
|
|
|
12,748 |
|
|
|
|
|
Solaray, LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.60% |
|
|
11.93 |
% |
|
12/15/2025 |
|
$ |
|
28,759 |
|
|
|
28,759 |
|
|
|
27,681 |
|
|
|
|
|
Solaray, LLC (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.60% |
|
|
10.93 |
% |
|
12/15/2025 |
|
$ |
|
10,635 |
|
|
|
10,621 |
|
|
|
10,635 |
|
|
|
|
|
WU Holdco, Inc. (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.65% |
|
|
10.98 |
% |
|
3/26/2027 |
|
$ |
|
1,670 |
|
|
|
1,652 |
|
|
|
1,670 |
|
|
|
|
|
WU Holdco, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.40% |
|
|
10.73 |
% |
|
3/26/2027 |
|
$ |
|
37,092 |
|
|
|
36,852 |
|
|
|
37,092 |
|
|
|
|
|
WU Holdco, Inc. (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.40% |
|
|
10.73 |
% |
|
3/26/2027 |
|
$ |
|
4,057 |
|
|
|
4,049 |
|
|
|
4,057 |
|
|
|
|
|
Consumer Goods: Non-Durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
134,461 |
|
|
$ |
133,925 |
|
|
|
11.7 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Goods: Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
WSP (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
— |
|
|
|
12 |
|
|
|
2 |
|
|
|
|
||
WSP (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
1.00% |
|
|
6.48 |
% |
|
4/27/2028 |
|
$ |
|
3,114 |
|
|
|
3,103 |
|
|
|
2,553 |
|
|
|
|
|
WSP (7)(14)(19)(26) |
|
First Lien Senior Secured Loan |
|
— |
|
8.00% PIK |
|
|
8.00 |
% |
|
4/27/2028 |
|
$ |
|
1,962 |
|
|
|
1,954 |
|
|
|
942 |
|
|
|
|
|
WSP (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
— |
|
|
|
216 |
|
|
|
— |
|
|
|
|
||
WSP (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2,898 |
|
|
|
2,898 |
|
|
|
— |
|
|
|
|
||
WSP (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
4/27/2027 |
|
$ |
|
— |
|
|
|
(2 |
) |
|
|
(45 |
) |
|
|
|
||
Consumer Goods: Wholesale Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,181 |
|
|
$ |
3,452 |
|
|
|
0.3 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Containers, Packaging & Glass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
ASP-r-pac Acquisition Co LLC (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.26% |
|
|
11.59 |
% |
|
12/29/2027 |
|
$ |
|
5,818 |
|
|
|
5,686 |
|
|
|
5,760 |
|
|
|
|
|
ASP-r-pac Acquisition Co LLC (3)(16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.00% |
|
|
11.44 |
% |
|
12/29/2027 |
|
$ |
|
1,427 |
|
|
|
1,377 |
|
|
|
1,393 |
|
|
|
|
|
Iris Holding, Inc. (17)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.75% |
|
|
10.18 |
% |
|
6/28/2028 |
|
$ |
|
12,822 |
|
|
|
12,332 |
|
|
|
12,115 |
|
|
|
|
|
Containers, Packaging & Glass Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,395 |
|
|
$ |
19,268 |
|
|
|
1.7 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Energy: Electricity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
WCI Gigawatt Purchaser (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.76% |
|
|
11.09 |
% |
|
11/19/2027 |
|
$ |
|
1,419 |
|
|
|
1,400 |
|
|
|
1,412 |
|
|
|
|
|
WCI Gigawatt Purchaser (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
11/19/2027 |
|
$ |
|
— |
|
|
|
(41 |
) |
|
|
(41 |
) |
|
|
|
||
WCI Gigawatt Purchaser (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.86% |
|
|
11.21 |
% |
|
11/19/2027 |
|
$ |
|
683 |
|
|
|
642 |
|
|
|
666 |
|
|
|
|
|
Energy: Electricity Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,001 |
|
|
$ |
2,037 |
|
|
|
0.2 |
% |
||
10
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest Rate |
|
|
Maturity Date |
|
Principal/Shares (9) |
|
|
Cost |
|
|
Market Value |
|
|
% of NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Environmental Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reconomy (3)(6)(18)(19)(23) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
6.25% |
|
|
11.45 |
% |
|
7/12/2029 |
|
£ |
|
3,447 |
|
|
|
3,801 |
|
|
|
3,888 |
|
|
|
|
|
Reconomy (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
7/12/2029 |
|
£ |
|
— |
|
|
|
(85 |
) |
|
|
— |
|
|
|
|
||
Reconomy (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
6.25% |
|
|
11.45 |
% |
|
7/12/2029 |
|
£ |
|
68 |
|
|
|
82 |
|
|
|
86 |
|
|
|
|
|
Reconomy (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.00% |
|
|
9.72 |
% |
|
7/12/2029 |
|
€ |
|
27 |
|
|
|
28 |
|
|
|
29 |
|
|
|
|
|
Titan Cloud Software, Inc (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,532 |
|
|
|
3,532 |
|
|
|
4,405 |
|
|
|
|
||
Titan Cloud Software, Inc (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
2.00% (4.60% PIK) |
|
|
11.91 |
% |
|
9/7/2029 |
|
$ |
|
26,023 |
|
|
|
25,823 |
|
|
|
26,023 |
|
|
|
|
|
Titan Cloud Software, Inc (18)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
2.00% (4.60% PIK) |
|
|
11.94 |
% |
|
9/7/2029 |
|
$ |
|
11,685 |
|
|
|
11,602 |
|
|
|
11,685 |
|
|
|
|
|
Titan Cloud Software, Inc (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
9/7/2028 |
|
$ |
|
— |
|
|
|
(40 |
) |
|
|
— |
|
|
|
|
||
Environmental Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
44,743 |
|
|
$ |
46,116 |
|
|
|
4.0 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
FIRE: Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allworth Financial Group, L.P. (15)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.00% |
|
|
10.34 |
% |
|
12/23/2027 |
|
$ |
|
861 |
|
|
|
851 |
|
|
|
861 |
|
|
|
|
|
Allworth Financial Group, L.P. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.00% |
|
|
10.34 |
% |
|
12/23/2027 |
|
$ |
|
1,482 |
|
|
|
1,472 |
|
|
|
1,482 |
|
|
|
|
|
Allworth Financial Group, L.P. (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
12/23/2027 |
|
$ |
|
— |
|
|
|
(8 |
) |
|
|
— |
|
|
|
|
||
Choreo (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.25% |
|
|
10.59 |
% |
|
2/18/2028 |
|
$ |
|
2,494 |
|
|
|
2,494 |
|
|
|
2,494 |
|
|
|
|
|
Choreo (3)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
2/18/2028 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Citadel (18) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
2.25% |
|
|
7.59 |
% |
|
7/29/2030 |
|
$ |
|
1,995 |
|
|
|
2,012 |
|
|
|
2,003 |
|
|
|
|
|
Congress Wealth (3)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.60% |
|
|
11.93 |
% |
|
6/30/2029 |
|
$ |
|
318 |
|
|
|
315 |
|
|
|
318 |
|
|
|
|
|
Congress Wealth (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
6/30/2029 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Congress Wealth (3)(18)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
6/30/2029 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Congress Wealth (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
16 |
|
|
|
323 |
|
|
|
372 |
|
|
|
|
||
Hudson River Trading (18) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
3.11% |
|
|
8.46 |
% |
|
3/20/2028 |
|
$ |
|
1,995 |
|
|
|
2,000 |
|
|
|
1,996 |
|
|
|
|
|
Insigneo Financial Group LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2,456 |
|
|
|
2,472 |
|
|
|
3,511 |
|
|
|
|
||
Insigneo Financial Group LLC (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.60% |
|
|
11.93 |
% |
|
8/1/2028 |
|
$ |
|
267 |
|
|
|
261 |
|
|
|
267 |
|
|
|
|
|
Parmenion (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
5.50% |
|
|
10.70 |
% |
|
5/11/2029 |
|
£ |
|
295 |
|
|
|
369 |
|
|
|
373 |
|
|
|
|
|
TA/Weg Holdings (15)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.50% |
|
|
10.85 |
% |
|
10/4/2027 |
|
$ |
|
9,256 |
|
|
|
9,256 |
|
|
|
9,256 |
|
|
|
|
|
TA/Weg Holdings (3)(15)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.50% |
|
|
10.85 |
% |
|
10/4/2027 |
|
$ |
|
2,337 |
|
|
|
2,331 |
|
|
|
2,337 |
|
|
|
|
|
Wealth Enhancement Group (WEG) (3)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.50% |
|
|
10.83 |
% |
|
10/4/2027 |
|
$ |
|
1,873 |
|
|
|
1,781 |
|
|
|
1,873 |
|
|
|
|
|
Wealth Enhancement Group (WEG) (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
10/4/2027 |
|
$ |
|
— |
|
|
|
(10 |
) |
|
|
— |
|
|
|
|
||
FIRE: Finance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
25,919 |
|
|
$ |
27,143 |
|
|
|
2.4 |
% |
||
11
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest Rate |
|
|
Maturity Date |
|
Principal/Shares (9) |
|
|
Cost |
|
|
Market Value |
|
|
% of NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
FIRE: Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acrisure LLC (18) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
3.49% |
|
|
8.93 |
% |
|
2/15/2027 |
|
$ |
|
1,976 |
|
|
|
1,983 |
|
|
|
1,978 |
|
|
|
|
|
Asurion LLC (18) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.10% |
|
|
9.44 |
% |
|
8/19/2028 |
|
$ |
|
1,995 |
|
|
|
1,984 |
|
|
|
1,976 |
|
|
|
|
|
Margaux Acquisition Inc. (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.65% |
|
|
10.95 |
% |
|
12/19/2025 |
|
$ |
|
16,410 |
|
|
|
16,375 |
|
|
|
16,410 |
|
|
|
|
|
Margaux Acquisition Inc. (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
12/19/2025 |
|
$ |
|
— |
|
|
|
(4 |
) |
|
|
— |
|
|
|
|
||
Margaux UK Finance Limited (3)(5)(6)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
12/19/2025 |
|
£ |
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
|
||
McLarens Acquisition Inc. (3)(16)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.60% |
|
|
10.93 |
% |
|
12/16/2025 |
|
$ |
|
172 |
|
|
|
172 |
|
|
|
172 |
|
|
|
|
|
MRHT (3)(6)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
EURIBOR |
|
5.75% |
|
|
9.54 |
% |
|
2/1/2029 |
|
€ |
|
1,693 |
|
|
|
1,750 |
|
|
|
1,814 |
|
|
|
|
|
MRHT (6)(15)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.75% |
|
|
10.56 |
% |
|
2/1/2029 |
|
€ |
|
956 |
|
|
|
1,019 |
|
|
|
1,024 |
|
|
|
|
|
PCF (3)(16)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.50% |
|
|
10.83 |
% |
|
11/1/2028 |
|
$ |
|
1,909 |
|
|
|
1,899 |
|
|
|
1,909 |
|
|
|
|
|
Simplicity (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.40% |
|
|
11.73 |
% |
|
12/2/2026 |
|
$ |
|
12,097 |
|
|
|
11,835 |
|
|
|
12,097 |
|
|
|
|
|
Simplicity (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
12/2/2026 |
|
$ |
|
— |
|
|
|
(29 |
) |
|
|
— |
|
|
|
|
||
Simplicity (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
12/2/2026 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Simplicity (3)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.00% |
|
|
11.33 |
% |
|
12/2/2026 |
|
$ |
|
225 |
|
|
|
223 |
|
|
|
225 |
|
|
|
|
|
FIRE: Insurance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
37,206 |
|
|
$ |
37,605 |
|
|
|
3.3 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Forest Products & Paper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Multi-Color Corp (17) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.10% |
|
|
10.44 |
% |
|
10/29/2028 |
|
$ |
|
1,995 |
|
|
|
1,982 |
|
|
|
1,973 |
|
|
|
|
|
Forest Paper & Products Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,982 |
|
|
$ |
1,973 |
|
|
|
0.2 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AEG Vision (3)(5)(18)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
3/27/2026 |
|
$ |
|
— |
|
|
|
(231 |
) |
|
|
— |
|
|
|
|
||
AEG Vision (3)(5)(18)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
3/27/2026 |
|
$ |
|
— |
|
|
|
(251 |
) |
|
|
— |
|
|
|
|
||
AEG Vision (18)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.90% |
|
|
11.23 |
% |
|
3/27/2026 |
|
$ |
|
3,239 |
|
|
|
3,193 |
|
|
|
3,239 |
|
|
|
|
|
Apollo Intelligence (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
33 |
|
|
|
3,293 |
|
|
|
3,223 |
|
|
|
|
||
Apollo Intelligence (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.75% |
|
|
11.07 |
% |
|
5/31/2028 |
|
$ |
|
15,155 |
|
|
|
15,164 |
|
|
|
15,155 |
|
|
|
|
|
Apollo Intelligence (3)(16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.75% |
|
|
11.08 |
% |
|
5/31/2028 |
|
$ |
|
3,940 |
|
|
|
3,893 |
|
|
|
3,940 |
|
|
|
|
|
Apollo Intelligence (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
5/31/2028 |
|
$ |
|
— |
|
|
|
(64 |
) |
|
|
— |
|
|
|
|
||
Beacon Specialized Living (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
3/25/2028 |
|
$ |
|
— |
|
|
|
(127 |
) |
|
|
(128 |
) |
|
|
|
||
Beacon Specialized Living (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.75% |
|
|
11.08 |
% |
|
3/25/2028 |
|
$ |
|
17,654 |
|
|
|
17,478 |
|
|
|
17,477 |
|
|
|
|
|
Beacon Specialized Living (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
3/25/2028 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
CB Titan Holdings, Inc. (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,953 |
|
|
|
1,953 |
|
|
|
— |
|
|
|
|
||
Datix Bidco Limited (3)(6)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
10/28/2024 |
|
£ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Great Expressions Dental Center PC (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
1.00% (3.00% PIK) |
|
|
9.58 |
% |
|
9/30/2026 |
|
$ |
|
9,668 |
|
|
|
9,673 |
|
|
|
8,314 |
|
|
|
|
|
HealthDrive (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.10% |
|
|
11.44 |
% |
|
8/20/2029 |
|
$ |
|
1,918 |
|
|
|
1,918 |
|
|
|
1,918 |
|
|
|
|
|
HealthDrive (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.10% |
|
|
11.44 |
% |
|
8/20/2029 |
|
$ |
|
271 |
|
|
|
271 |
|
|
|
271 |
|
|
|
|
|
HealthDrive (3)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
8/20/2029 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
HealthDrive (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.10% |
|
|
11.44 |
% |
|
8/20/2029 |
|
$ |
|
275 |
|
|
|
275 |
|
|
|
275 |
|
|
|
|
|
HealthDrive (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
18 |
|
|
|
1,822 |
|
|
|
1,971 |
|
|
|
|
||
Mertus 522. GmbH (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.25% (0.75% PIK) |
|
|
10.77 |
% |
|
5/28/2026 |
|
€ |
|
226 |
|
|
|
251 |
|
|
|
234 |
|
|
|
|
|
Mertus 522. GmbH (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.25% (0.75% PIK) |
|
|
10.70 |
% |
|
5/28/2026 |
|
€ |
|
132 |
|
|
|
144 |
|
|
|
137 |
|
|
|
|
|
Pharmacy Partners (19)(32) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.50% |
|
|
11.84 |
% |
|
2/28/2029 |
|
$ |
|
1,698 |
|
|
|
1,678 |
|
|
|
1,698 |
|
|
|
|
|
Pharmacy Partners (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
2/28/2029 |
|
$ |
|
— |
|
|
|
(64 |
) |
|
|
— |
|
|
|
|
||
Premier Imaging, LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.26% |
|
|
11.56 |
% |
|
1/2/2025 |
|
$ |
|
7,489 |
|
|
|
7,469 |
|
|
|
7,021 |
|
|
|
|
|
Premier Imaging, LLC (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.26% |
|
|
11.56 |
% |
|
1/2/2025 |
|
$ |
|
2,030 |
|
|
|
2,025 |
|
|
|
1,903 |
|
|
|
|
|
SunMed Group Holdings, LLC (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.60% |
|
|
10.93 |
% |
|
6/16/2028 |
|
$ |
|
8,562 |
|
|
|
8,463 |
|
|
|
8,562 |
|
|
|
|
|
Sunmed Group Holdings, LLC (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
6/16/2027 |
|
$ |
|
— |
|
|
|
(9 |
) |
|
|
— |
|
|
|
|
||
WellSky (16) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
3.36% |
|
|
8.71 |
% |
|
3/10/2028 |
|
$ |
|
1,995 |
|
|
|
2,010 |
|
|
|
2,000 |
|
|
|
|
|
Healthcare & Pharmaceuticals Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
80,227 |
|
|
$ |
77,210 |
|
|
|
6.8 |
% |
||
12
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest Rate |
|
|
Maturity Date |
|
Principal/Shares (9) |
|
|
Cost |
|
|
Market Value |
|
|
% of NAV (4) |
|||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Access (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
5.25% |
|
|
10.45 |
% |
|
6/28/2029 |
|
£ |
|
80 |
|
|
|
99 |
|
|
|
101 |
|
|
|
AMI US Holdings Inc. (6)(15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.35% |
|
|
10.69 |
% |
|
10/1/2026 |
|
$ |
|
3,542 |
|
|
|
3,531 |
|
|
|
3,542 |
|
|
|
Applitools (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
5/25/2028 |
|
$ |
|
— |
|
|
|
(22 |
) |
|
|
(51 |
) |
|
|
|
Applitools (6)(16)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.25% PIK |
|
|
11.59 |
% |
|
5/25/2029 |
|
$ |
|
18,402 |
|
|
|
18,289 |
|
|
|
18,126 |
|
|
|
Appriss Holdings, Inc. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2,136 |
|
|
|
1,606 |
|
|
|
1,668 |
|
|
|
|
Appriss Holdings, Inc. (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.15% |
|
|
12.48 |
% |
|
5/6/2027 |
|
$ |
|
11,123 |
|
|
|
11,000 |
|
|
|
11,123 |
|
|
|
Appriss Holdings, Inc. (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
7.15% |
|
|
12.48 |
% |
|
5/6/2027 |
|
$ |
|
113 |
|
|
|
106 |
|
|
|
113 |
|
|
|
AQ Software Corporation (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
1,107 |
|
|
|
1,084 |
|
|
|
|
AQ Software Corporation (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
1,844 |
|
|
|
1,806 |
|
|
|
|
AQ Software Corporation (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
507 |
|
|
|
497 |
|
|
|
|
CB Nike IntermediateCo Ltd (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
10/31/2025 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
Cloud Technology Solutions (CTS) (6)(14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
4,408 |
|
|
|
5,360 |
|
|
|
5,296 |
|
|
|
|
Eagle Rock Capital Corporation (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,345 |
|
|
|
3,345 |
|
|
|
5,070 |
|
|
|
|
Element Buyer, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.10% |
|
|
11.44 |
% |
|
7/19/2026 |
|
$ |
|
28,571 |
|
|
|
28,617 |
|
|
|
28,571 |
|
|
|
Element Buyer, Inc. (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
7/19/2026 |
|
$ |
|
— |
|
|
|
(16 |
) |
|
|
— |
|
|
|
|
Eleven Software (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
896 |
|
|
|
896 |
|
|
|
916 |
|
|
|
|
Eleven Software (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
8.25% |
|
|
13.58 |
% |
|
4/25/2027 |
|
$ |
|
7,439 |
|
|
|
7,391 |
|
|
|
7,439 |
|
|
|
Eleven Software (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
109 |
|
|
|
109 |
|
|
|
111 |
|
|
|
|
Eleven Software (18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
8.10% |
|
|
13.44 |
% |
|
9/25/2026 |
|
$ |
|
1,488 |
|
|
|
1,480 |
|
|
|
1,488 |
|
|
|
E-Tech Group (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
4/9/2030 |
|
$ |
|
— |
|
|
|
(13 |
) |
|
|
(13 |
) |
|
|
|
E-Tech Group (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.50% |
|
|
10.84 |
% |
|
4/9/2030 |
|
$ |
|
3,499 |
|
|
|
3,466 |
|
|
|
3,464 |
|
|
|
FNZ UK Finco Limited (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
BBSW |
|
5.25% |
|
|
9.71 |
% |
|
9/30/2026 |
|
AUD |
|
81 |
|
|
|
56 |
|
|
|
54 |
|
|
|
Gluware (14)(19)(25) |
|
Warrants |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
4,307 |
|
|
|
478 |
|
|
|
— |
|
|
|
|
Gluware (19)(26) |
|
First Lien Senior Secured Loan |
|
— |
|
9.00% (5.50% PIK) |
|
|
14.50 |
% |
|
10/15/2025 |
|
$ |
|
21,418 |
|
|
|
21,078 |
|
|
|
20,562 |
|
|
|
Gluware (19)(26) |
|
First Lien Senior Secured Loan |
|
— |
|
9.00% (5.50% PIK) |
|
|
14.50 |
% |
|
10/15/2025 |
|
$ |
|
5,820 |
|
|
|
5,788 |
|
|
|
5,704 |
|
|
|
NearMap (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
12/9/2029 |
|
$ |
|
— |
|
|
|
(71 |
) |
|
|
— |
|
|
|
|
Revalize, Inc. (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
1,431 |
|
|
|
1,416 |
|
|
|
|
Revalize, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.90% |
|
|
11.23 |
% |
|
4/15/2027 |
|
$ |
|
5,277 |
|
|
|
5,246 |
|
|
|
5,105 |
|
|
|
Revalize, Inc. (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.90% |
|
|
11.23 |
% |
|
4/15/2027 |
|
$ |
|
2,009 |
|
|
|
1,998 |
|
|
|
1,944 |
|
|
|
13
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest Rate |
|
|
Maturity Date |
|
Principal/Shares (9) |
|
|
Cost |
|
|
Market Value |
|
|
% of NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revalize, Inc. (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.90% |
|
|
11.23 |
% |
|
4/15/2027 |
|
$ |
|
503 |
|
|
|
495 |
|
|
|
459 |
|
|
|
|
|
SAM (19)(26) |
|
First Lien Senior Secured Loan |
|
— |
|
12.75% PIK |
|
|
12.75 |
% |
|
5/9/2028 |
|
$ |
|
35,936 |
|
|
|
35,734 |
|
|
|
35,936 |
|
|
|
|
|
SensorTower (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
156 |
|
|
|
2,400 |
|
|
|
2,400 |
|
|
|
|
||
SensorTower (19)(29)(31) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.50% |
|
|
12.84 |
% |
|
3/15/2029 |
|
$ |
|
41,628 |
|
|
|
41,022 |
|
|
|
41,108 |
|
|
|
|
|
SensorTower (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
3/15/2029 |
|
$ |
|
— |
|
|
|
(15 |
) |
|
|
(13 |
) |
|
|
|
||
SoftCo (6)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
500 |
|
|
|
542 |
|
|
|
541 |
|
|
|
|
||
SoftCo (6)(15)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
7.00% |
|
|
10.79 |
% |
|
2/22/2031 |
|
€ |
|
2,000 |
|
|
|
2,145 |
|
|
|
2,132 |
|
|
|
|
|
Solifi (19)(25)(26) |
|
Preferred Equity |
|
— |
|
14.50% PIK |
|
|
14.50 |
% |
|
— |
|
|
|
1 |
|
|
|
11,760 |
|
|
|
11,760 |
|
|
|
|
|
Superna Inc. (2)(3)(5)(6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
3/6/2028 |
|
$ |
|
— |
|
|
|
(16 |
) |
|
|
(66 |
) |
|
|
|
||
Superna Inc. (2)(3)(5)(6)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
3/6/2028 |
|
$ |
|
— |
|
|
|
(16 |
) |
|
|
(66 |
) |
|
|
|
||
Superna Inc. (6)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,463 |
|
|
|
1,463 |
|
|
|
1,157 |
|
|
|
|
||
Superna Inc. (6)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.50% |
|
|
11.83 |
% |
|
3/6/2028 |
|
$ |
|
2,720 |
|
|
|
2,682 |
|
|
|
2,652 |
|
|
|
|
|
Utimaco (6)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
2,223 |
|
|
|
1,638 |
|
|
|
|
||
Utimaco (6)(14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
2,223 |
|
|
|
1,638 |
|
|
|
|
||
Utimaco (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.25% |
|
|
10.00 |
% |
|
5/14/2029 |
|
€ |
|
92 |
|
|
|
98 |
|
|
|
96 |
|
|
|
|
|
Utimaco (6)(16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.51% |
|
|
11.82 |
% |
|
5/14/2029 |
|
$ |
|
128 |
|
|
|
127 |
|
|
|
124 |
|
|
|
|
|
Utimaco (6)(16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.68% |
|
|
11.99 |
% |
|
5/14/2029 |
|
$ |
|
262 |
|
|
|
260 |
|
|
|
255 |
|
|
|
|
|
Ventiv Holdco, Inc. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
529 |
|
|
|
2,833 |
|
|
|
909 |
|
|
|
|
||
VPARK BIDCO AB (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
CIBOR |
|
4.00% |
|
|
7.60 |
% |
|
3/10/2025 |
|
DKK |
|
570 |
|
|
|
93 |
|
|
|
82 |
|
|
|
|
|
VPARK BIDCO AB (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
NIBOR |
|
4.00% |
|
|
8.63 |
% |
|
3/10/2025 |
|
NOK |
|
740 |
|
|
|
93 |
|
|
|
69 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
230,852 |
|
|
$ |
227,947 |
|
|
|
20.1 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Hotel, Gaming & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aimbridge Acquisition Co., Inc. (18)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
7.61% |
|
|
12.96 |
% |
|
2/1/2027 |
|
$ |
|
14,193 |
|
|
|
14,007 |
|
|
|
13,483 |
|
|
|
|
|
Concert Golf Partners Holdco (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.85% |
|
|
10.23 |
% |
|
4/1/2030 |
|
$ |
|
6,727 |
|
|
|
6,623 |
|
|
|
6,727 |
|
|
|
|
|
Concert Golf Partners Holdco LLC (16)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
4.75% |
|
|
10.13 |
% |
|
4/1/2030 |
|
$ |
|
4,148 |
|
|
|
4,070 |
|
|
|
4,148 |
|
|
|
|
|
Concert Golf Partners Holdco LLC (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
4/2/2029 |
|
$ |
|
— |
|
|
|
(31 |
) |
|
|
— |
|
|
|
|
||
Pyramid Global Hospitality (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.00% |
|
|
12.33 |
% |
|
1/19/2028 |
|
$ |
|
9,875 |
|
|
|
9,674 |
|
|
|
9,875 |
|
|
|
|
|
Pyramid Global Hospitality (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
1/19/2028 |
|
$ |
|
— |
|
|
|
(67 |
) |
|
|
— |
|
|
|
|
||
Hotel, Gaming & Leisure Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
34,276 |
|
|
$ |
34,233 |
|
|
|
3.0 |
% |
||
14
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest Rate |
|
|
Maturity Date |
|
Principal/Shares (9) |
|
|
Cost |
|
|
Market Value |
|
|
% of NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Media: Advertising, Printing & Publishing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AdThrive (18) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.36% |
|
|
9.71 |
% |
|
3/23/2028 |
|
$ |
|
4,987 |
|
|
|
4,901 |
|
|
|
4,903 |
|
|
|
|
|
Kpler (6)(15)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
6.50% |
|
|
11.80 |
% |
|
3/3/2030 |
|
£ |
|
100 |
|
|
|
120 |
|
|
|
126 |
|
|
|
|
|
Kpler (6)(15)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.50% |
|
|
10.42 |
% |
|
3/3/2030 |
|
€ |
|
100 |
|
|
|
104 |
|
|
|
107 |
|
|
|
|
|
Kpler (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.50% |
|
|
10.42 |
% |
|
3/3/2030 |
|
€ |
|
100 |
|
|
|
106 |
|
|
|
107 |
|
|
|
|
|
TGI Sport Bidco Pty Ltd (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
BBSY |
|
7.00% |
|
|
11.35 |
% |
|
4/30/2026 |
|
AUD |
|
98 |
|
|
|
76 |
|
|
|
66 |
|
|
|
|
|
TGI Sport Bidco Pty Ltd (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.11% |
|
|
12.46 |
% |
|
4/30/2026 |
|
AUD |
|
4,187 |
|
|
|
2,866 |
|
|
|
2,866 |
|
|
|
|
|
Media: Advertising, Printing & Publishing Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,173 |
|
|
$ |
8,175 |
|
|
|
0.7 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Media: Broadcasting & Subscription |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lightning Finco Limited (6)(16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.93% |
|
|
11.24 |
% |
|
8/31/2028 |
|
$ |
|
1,443 |
|
|
|
1,435 |
|
|
|
1,443 |
|
|
|
|
|
Lightning Finco Limited (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
5.50% |
|
|
9.17 |
% |
|
8/31/2028 |
|
€ |
|
1,300 |
|
|
|
1,425 |
|
|
|
1,393 |
|
|
|
|
|
Media: Broadcasting & Subscription Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,860 |
|
|
$ |
2,836 |
|
|
|
0.2 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Media: Diversified & Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aptus 1724 Gmbh (6)(19)(21) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.65% |
|
|
12.99 |
% |
|
2/23/2028 |
|
$ |
|
5,004 |
|
|
|
5,004 |
|
|
|
4,604 |
|
|
|
|
|
Efficient Collaborative Retail Marketing Company, LLC (7)(14)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.76% |
|
|
13.10 |
% |
|
12/31/2025 |
|
$ |
|
11,132 |
|
|
|
9,454 |
|
|
|
8,293 |
|
|
|
|
|
Efficient Collaborative Retail Marketing Company, LLC (7)(14)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.76% |
|
|
13.10 |
% |
|
12/31/2025 |
|
$ |
|
17,130 |
|
|
|
14,438 |
|
|
|
12,762 |
|
|
|
|
|
Efficient Collaborative Retail Marketing Company, LLC (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.61% |
|
|
11.96 |
% |
|
12/31/2025 |
|
$ |
|
677 |
|
|
|
677 |
|
|
|
677 |
|
|
|
|
|
Music Creation Group Bidco GmbH (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.00% (1.50% PIK) |
|
|
12.99 |
% |
|
2/23/2028 |
|
$ |
|
4,092 |
|
|
|
4,024 |
|
|
|
3,764 |
|
|
|
|
|
Media: Diversified & Production Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
33,597 |
|
|
$ |
30,100 |
|
|
|
2.6 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Media: Publishing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OGH Bidco Limited (3)(6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
6.50% |
|
|
11.69 |
% |
|
6/29/2029 |
|
£ |
|
2,217 |
|
|
|
2,600 |
|
|
|
2,336 |
|
|
|
|
|
OGH Bidco Limited (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
6.50% |
|
|
11.69 |
% |
|
6/29/2029 |
|
£ |
|
139 |
|
|
|
164 |
|
|
|
165 |
|
|
|
|
|
Media: Publishing Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,764 |
|
|
$ |
2,501 |
|
|
|
0.2 |
% |
||
15
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest Rate |
|
|
Maturity Date |
|
Principal/Shares (9) |
|
|
Cost |
|
|
Market Value |
|
|
% of NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New Look Vision Group (6)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
CDOR |
|
5.82% |
|
|
10.53 |
% |
|
5/26/2028 |
|
CAD |
|
28 |
|
|
|
27 |
|
|
|
21 |
|
|
|
|
|
New Look Vision Group (3)(6)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
CDOR |
|
5.82% |
|
|
10.53 |
% |
|
5/26/2028 |
|
CAD |
|
134 |
|
|
|
84 |
|
|
|
80 |
|
|
|
|
|
New Look Vision Group (6)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
CDOR |
|
5.82% |
|
|
10.53 |
% |
|
5/26/2028 |
|
CAD |
|
55 |
|
|
|
44 |
|
|
|
40 |
|
|
|
|
|
New Look Vision Group (6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
CDOR |
|
5.82% |
|
|
10.53 |
% |
|
5/26/2028 |
|
$ |
|
385 |
|
|
|
385 |
|
|
|
381 |
|
|
|
|
|
Thrasio, LLC (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
10.00% (PIK) |
|
|
15.45 |
% |
|
6/18/2029 |
|
$ |
|
4,332 |
|
|
|
4,334 |
|
|
|
4,334 |
|
|
|
|
|
Thrasio, LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
5,563 |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Thrasio, LLC (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
10.00% (PIK) |
|
|
15.45 |
% |
|
6/18/2029 |
|
$ |
|
1,412 |
|
|
|
1,412 |
|
|
|
1,412 |
|
|
|
|
|
Thrasio, LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
8 |
|
|
|
766 |
|
|
|
357 |
|
|
|
|
||
Thrasio, LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
70 |
|
|
|
6,890 |
|
|
|
3,198 |
|
|
|
|
||
Retail Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,942 |
|
|
$ |
9,823 |
|
|
|
0.9 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Services: Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
ACAMS (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,337 |
|
|
|
3,337 |
|
|
|
2,625 |
|
|
|
|
||
Allbridge (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
- |
|
|
6/5/2030 |
|
$ |
|
— |
|
|
|
(28 |
) |
|
|
(29 |
) |
|
|
|
||
Allbridge (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.75% |
|
|
11.09 |
% |
|
6/5/2030 |
|
$ |
|
31,735 |
|
|
|
31,498 |
|
|
|
31,497 |
|
|
|
|
|
Allbridge (3)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
- |
|
|
6/5/2030 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Avalon Acquiror, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.25% |
|
|
11.58 |
% |
|
3/10/2028 |
|
$ |
|
14,353 |
|
|
|
14,252 |
|
|
|
14,353 |
|
|
|
|
|
Avalon Acquiror, Inc. (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.25% |
|
|
11.57 |
% |
|
3/10/2028 |
|
$ |
|
5,882 |
|
|
|
5,765 |
|
|
|
5,882 |
|
|
|
|
|
Beneficium (2)(3)(5)(6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
6/28/2031 |
|
£ |
|
— |
|
|
|
(91 |
) |
|
|
(91 |
) |
|
|
|
||
Beneficium (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
5.50% |
|
|
10.70 |
% |
|
6/28/2031 |
|
£ |
|
14,993 |
|
|
|
18,768 |
|
|
|
18,769 |
|
|
|
|
|
Brook Bidco (6)(14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
5,675 |
|
|
|
7,783 |
|
|
|
8,669 |
|
|
|
|
||
Brook Bidco (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
7.37% PIK |
|
|
12.57 |
% |
|
7/10/2028 |
|
£ |
|
821 |
|
|
|
1,108 |
|
|
|
1,039 |
|
|
|
|
|
Caribou Bidco Limited (3)(6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
5.25% |
|
|
10.44 |
% |
|
2/1/2029 |
|
£ |
|
16 |
|
|
|
20 |
|
|
|
20 |
|
|
|
|
|
Chamber Bidco Limited (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.25% |
|
|
11.57 |
% |
|
6/2/2028 |
|
$ |
|
213 |
|
|
|
212 |
|
|
|
213 |
|
|
|
|
|
Cube (3)(18)(19) |
|
First Lien Senior Secured Loan |
|
— |
|
— |
|
— |
|
|
2/20/2025 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Cube (3)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
5/20/2031 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Cube (3)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
5/20/2031 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Darcy Partners (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
359 |
|
|
|
360 |
|
|
|
412 |
|
|
|
|
||
Darcy Partners (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.75% |
|
|
13.08 |
% |
|
6/1/2028 |
|
$ |
|
1,503 |
|
|
|
1,492 |
|
|
|
1,503 |
|
|
|
|
|
Darcy Partners (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
6/1/2028 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Datix Bidco Limited (2)(3)(5)(6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
4/30/2031 |
|
$ |
|
— |
|
|
|
(28 |
) |
|
|
(29 |
) |
|
|
|
||
Datix Bidco Limited (2)(3)(5)(6)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
10/30/2030 |
|
$ |
|
— |
|
|
|
(45 |
) |
|
|
(46 |
) |
|
|
|
||
Datix Bidco Limited (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
5.50% |
|
|
10.72 |
% |
|
4/30/2031 |
|
£ |
|
8,160 |
|
|
|
10,012 |
|
|
|
10,112 |
|
|
|
|
|
Datix Bidco Limited (17)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.50% |
|
|
10.81 |
% |
|
4/30/2031 |
|
$ |
|
22,626 |
|
|
|
22,183 |
|
|
|
22,174 |
|
|
|
|
|
Discovery Senior Living (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.75% |
|
|
11.09 |
% |
|
3/18/2030 |
|
$ |
|
6,983 |
|
|
|
6,907 |
|
|
|
6,948 |
|
|
|
|
|
Discovery Senior Living (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.75% |
|
|
11.09 |
% |
|
3/18/2030 |
|
$ |
|
2,833 |
|
|
|
2,801 |
|
|
|
2,819 |
|
|
|
|
|
Discovery Senior Living (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
3/18/2030 |
|
$ |
|
— |
|
|
|
(67 |
) |
|
|
(59 |
) |
|
|
|
||
Discovery Senior Living (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
3/18/2030 |
|
$ |
|
— |
|
|
|
(27 |
) |
|
|
(12 |
) |
|
|
|
||
Elevator Holdco Inc. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
2,448 |
|
|
|
4,141 |
|
|
|
|
||
iBanFirst (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
10.00% PIK |
|
|
13.71 |
% |
|
7/13/2028 |
|
€ |
|
3,424 |
|
|
|
3,550 |
|
|
|
3,668 |
|
|
|
|
|
iBanFirst (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
10.00% PIK |
|
|
13.71 |
% |
|
7/13/2028 |
|
€ |
|
96 |
|
|
|
101 |
|
|
|
103 |
|
|
|
|
|
iBanFirst (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
10.00% PIK |
|
|
13.71 |
% |
|
7/13/2028 |
|
€ |
|
3,599 |
|
|
|
3,681 |
|
|
|
3,855 |
|
|
|
|
|
iBanFirst Facility (6)(14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
7,112 |
|
|
|
8,136 |
|
|
|
19,835 |
|
|
|
|
||
ImageTrend (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
7.75% |
|
|
13.08 |
% |
|
1/31/2029 |
|
$ |
|
17,000 |
|
|
|
16,788 |
|
|
|
17,000 |
|
|
|
|
|
ImageTrend (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
1/31/2029 |
|
$ |
|
— |
|
|
|
(46 |
) |
|
|
— |
|
|
|
|
||
Learning Pool (6)(16)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.51% PIK |
|
|
12.82 |
% |
|
7/10/2028 |
|
£ |
|
328 |
|
|
|
430 |
|
|
|
434 |
|
|
|
|
|
Learning Pool (6)(16)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.51% PIK |
|
|
12.82 |
% |
|
7/10/2028 |
|
£ |
|
117 |
|
|
|
155 |
|
|
|
155 |
|
|
|
|
|
masLabor (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
173 |
|
|
|
173 |
|
|
|
444 |
|
|
|
|
||
16
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest Rate |
|
|
Maturity Date |
|
Principal/Shares (9) |
|
|
Cost |
|
|
Market Value |
|
|
% of NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
masLabor (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.50% |
|
|
12.80 |
% |
|
7/1/2027 |
|
$ |
|
8,362 |
|
|
|
8,209 |
|
|
|
8,362 |
|
|
|
|
|
Opus2 (6)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2,272 |
|
|
|
2,900 |
|
|
|
3,981 |
|
|
|
|
||
Opus2 (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
5.28% |
|
|
10.48 |
% |
|
5/5/2028 |
|
£ |
|
123 |
|
|
|
168 |
|
|
|
155 |
|
|
|
|
|
Parcel2Go (2)(3)(6)(7)(14)(18)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
3.00% (3.00% PIK) |
|
|
11.20 |
% |
|
7/17/2028 |
|
£ |
|
39 |
|
|
|
51 |
|
|
|
(14 |
) |
|
|
|
|
Parcel2Go (6)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,605 |
|
|
|
4,237 |
|
|
|
— |
|
|
|
|
||
Parcel2Go (6)(7)(14)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
3.25% (3.00% PIK) |
|
|
11.20 |
% |
|
7/17/2028 |
|
£ |
|
126 |
|
|
|
171 |
|
|
|
40 |
|
|
|
|
|
Smartronix (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.10% |
|
|
11.33 |
% |
|
11/23/2028 |
|
$ |
|
12,444 |
|
|
|
12,279 |
|
|
|
12,444 |
|
|
|
|
|
Smartronix (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
11/23/2027 |
|
$ |
|
— |
|
|
|
(79 |
) |
|
|
— |
|
|
|
|
||
Smartronix (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.35% |
|
|
11.58 |
% |
|
11/23/2028 |
|
$ |
|
3,678 |
|
|
|
3,597 |
|
|
|
3,678 |
|
|
|
|
|
Smartronix (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.35% |
|
|
11.58 |
% |
|
11/23/2028 |
|
$ |
|
2,432 |
|
|
|
2,378 |
|
|
|
2,432 |
|
|
|
|
|
Spring Finco BV (3)(6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
7/15/2029 |
|
NOK |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
TEI Holdings Inc. (17)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.75% |
|
|
10.08 |
% |
|
4/9/2031 |
|
$ |
|
13,236 |
|
|
|
13,172 |
|
|
|
13,291 |
|
|
|
|
|
Webcentral (2)(3)(5)(6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
12/18/2030 |
|
€ |
|
— |
|
|
|
(18 |
) |
|
|
(18 |
) |
|
|
|
||
Webcentral (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.25% |
|
|
9.97 |
% |
|
12/18/2030 |
|
€ |
|
3,423 |
|
|
|
3,651 |
|
|
|
3,630 |
|
|
|
|
|
Services: Business Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
212,344 |
|
|
$ |
224,385 |
|
|
|
19.7 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Services: Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MZR Aggregator (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
798 |
|
|
|
432 |
|
|
|
|
||
MZR Buyer, LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.85% |
|
|
12.19 |
% |
|
12/22/2026 |
|
$ |
|
11,841 |
|
|
|
11,726 |
|
|
|
11,486 |
|
|
|
|
|
MZR Buyer, LLC (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
7.00% |
|
|
12.26 |
% |
|
12/22/2026 |
|
$ |
|
4,515 |
|
|
|
4,472 |
|
|
|
4,359 |
|
|
|
|
|
Surrey Bidco Limited (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
6.28% PIK |
|
|
11.47 |
% |
|
5/11/2026 |
|
£ |
|
64 |
|
|
|
73 |
|
|
|
63 |
|
|
|
|
|
Services: Consumer Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,069 |
|
|
$ |
16,340 |
|
|
|
1.4 |
% |
||
17
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest |
|
|
Maturity |
|
Principal/ |
|
|
Cost |
|
|
Market |
|
|
% of |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
DC Blox Inc. (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,822 |
|
|
|
3,851 |
|
|
|
4,927 |
|
|
|
|
||
DC Blox Inc. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
124 |
|
|
|
1 |
|
|
|
— |
|
|
|
|
||
DC Blox Inc. (14)(19)(25) |
|
Warrants |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
177 |
|
|
|
2 |
|
|
|
— |
|
|
|
|
||
DC Blox Inc. (15)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
2.60% (6.50% PIK) |
|
|
14.40 |
% |
|
3/23/2026 |
|
$ |
|
33,992 |
|
|
|
33,870 |
|
|
|
38,418 |
|
|
|
|
|
Inmarsat (17) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.50% |
|
|
9.83 |
% |
|
9/27/2029 |
|
$ |
|
1,995 |
|
|
|
1,980 |
|
|
|
1,885 |
|
|
|
|
|
Meriplex Communications, Ltd. (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.00% |
|
|
10.44 |
% |
|
7/17/2028 |
|
$ |
|
12,119 |
|
|
|
11,941 |
|
|
|
11,937 |
|
|
|
|
|
Meriplex Communications, Ltd. (3)(16)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.10% |
|
|
10.44 |
% |
|
7/17/2028 |
|
$ |
|
7,230 |
|
|
|
7,112 |
|
|
|
7,047 |
|
|
|
|
|
Meriplex Communications, Ltd. (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
7/17/2028 |
|
$ |
|
— |
|
|
|
(38 |
) |
|
|
(42 |
) |
|
|
|
||
Taoglas (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2,259 |
|
|
|
2,259 |
|
|
|
1,923 |
|
|
|
|
||
Taoglas (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.25% |
|
|
12.58 |
% |
|
2/28/2029 |
|
$ |
|
10,029 |
|
|
|
9,941 |
|
|
|
9,678 |
|
|
|
|
|
Taoglas (2)(3)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
2/28/2029 |
|
$ |
|
— |
|
|
|
— |
|
|
|
(127 |
) |
|
|
|
||
Taoglas (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
20 |
|
|
|
20 |
|
|
|
17 |
|
|
|
|
||
Taoglas (3)(6)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
7.25% |
|
|
12.59 |
% |
|
2/28/2029 |
|
$ |
|
1,101 |
|
|
|
1,101 |
|
|
|
1,053 |
|
|
|
|
|
Taoglas (6)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.25% |
|
|
12.58 |
% |
|
2/28/2029 |
|
$ |
|
451 |
|
|
|
439 |
|
|
|
435 |
|
|
|
|
|
Telecommunications Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
72,479 |
|
|
$ |
77,151 |
|
|
|
6.8 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transportation: Cargo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
A&R Logistics, Inc. (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.40% |
|
|
11.70 |
% |
|
8/3/2026 |
|
$ |
|
2,361 |
|
|
|
2,352 |
|
|
|
2,338 |
|
|
|
|
|
A&R Logistics, Inc. (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.90% |
|
|
12.20 |
% |
|
8/3/2026 |
|
$ |
|
2,647 |
|
|
|
2,641 |
|
|
|
2,620 |
|
|
|
|
|
A&R Logistics, Inc. (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.40% |
|
|
11.70 |
% |
|
8/3/2026 |
|
$ |
|
5,821 |
|
|
|
5,804 |
|
|
|
5,763 |
|
|
|
|
|
A&R Logistics, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.40% |
|
|
11.70 |
% |
|
8/3/2026 |
|
$ |
|
12,910 |
|
|
|
12,861 |
|
|
|
12,781 |
|
|
|
|
|
A&R Logistics, Inc. (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.85% |
|
|
12.18 |
% |
|
8/3/2026 |
|
$ |
|
3,849 |
|
|
|
3,777 |
|
|
|
3,788 |
|
|
|
|
|
ARL Holdings, LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
— |
|
|
|
445 |
|
|
|
449 |
|
|
|
|
||
ARL Holdings, LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
9 |
|
|
|
9 |
|
|
|
— |
|
|
|
|
||
Grammer Investment Holdings LLC (14)(19)(25) |
|
Warrants |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
122 |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Grammer Investment Holdings LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,011 |
|
|
|
1,019 |
|
|
|
374 |
|
|
|
|
||
Grammer Investment Holdings LLC (19)(25) |
|
Preferred Equity |
|
— |
|
10.00% |
|
|
10.00 |
% |
|
— |
|
|
|
10 |
|
|
|
792 |
|
|
|
1,055 |
|
|
|
|
|
Gulf Winds International (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.60% |
|
|
12.94 |
% |
|
12/16/2028 |
|
$ |
|
12,066 |
|
|
|
11,774 |
|
|
|
12,066 |
|
|
|
|
|
Gulf Winds International (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
7.60% |
|
|
12.94 |
% |
|
12/16/2028 |
|
$ |
|
1,323 |
|
|
|
1,205 |
|
|
|
1,323 |
|
|
|
|
|
Gulf Winds International (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.60% |
|
|
12.94 |
% |
|
12/16/2028 |
|
$ |
|
9,594 |
|
|
|
9,502 |
|
|
|
9,594 |
|
|
|
|
|
REP Coinvest III- A Omni, L.P. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,377 |
|
|
|
1,377 |
|
|
|
644 |
|
|
|
|
||
RoadOne (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.25% |
|
|
11.59 |
% |
|
12/29/2028 |
|
$ |
|
12,066 |
|
|
|
11,771 |
|
|
|
12,066 |
|
|
|
|
|
RoadOne (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.25% |
|
|
11.59 |
% |
|
12/29/2028 |
|
$ |
|
267 |
|
|
|
168 |
|
|
|
267 |
|
|
|
|
|
RoadOne (3)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.25% |
|
|
11.59 |
% |
|
12/29/2028 |
|
$ |
|
944 |
|
|
|
901 |
|
|
|
944 |
|
|
|
|
|
Transportation: Cargo Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
66,398 |
|
|
$ |
66,072 |
|
|
|
5.8 |
% |
||
18
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest |
|
|
Maturity |
|
Principal/ |
|
|
Cost |
|
|
Market |
|
|
% of |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transportation: Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
PrimeFlight Acquisition LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.85% |
|
|
12.18 |
% |
|
5/1/2029 |
|
$ |
|
12,128 |
|
|
|
11,919 |
|
|
|
12,128 |
|
|
|
|
|
PrimeFlight Acquisition LLC (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.25% |
|
|
10.58 |
% |
|
5/1/2029 |
|
$ |
|
4,714 |
|
|
|
4,644 |
|
|
|
4,714 |
|
|
|
|
|
PrimeFlight Acquisition LLC (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.50% |
|
|
10.83 |
% |
|
5/1/2029 |
|
$ |
|
839 |
|
|
|
839 |
|
|
|
839 |
|
|
|
|
|
Transportation: Consumer Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,402 |
|
|
$ |
17,681 |
|
|
|
1.5 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Abracon Group Holding, LLC. (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.15% |
|
|
11.48 |
% |
|
7/6/2028 |
|
$ |
|
14,141 |
|
|
|
14,089 |
|
|
|
12,621 |
|
|
|
|
|
Abracon Group Holding, LLC. (16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.15% |
|
|
11.48 |
% |
|
7/6/2028 |
|
$ |
|
2,018 |
|
|
|
1,991 |
|
|
|
1,801 |
|
|
|
|
|
Abracon Group Holding, LLC. (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
7/6/2028 |
|
$ |
|
— |
|
|
|
(27 |
) |
|
|
(239 |
) |
|
|
|
||
Blackbird Purchaser, Inc. (16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.50% |
|
|
10.83 |
% |
|
12/19/2030 |
|
$ |
|
5,391 |
|
|
|
5,391 |
|
|
|
5,391 |
|
|
|
|
|
Hultec (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
651 |
|
|
|
595 |
|
|
|
|
||
SureWerx (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
12/28/2029 |
|
$ |
|
— |
|
|
|
(24 |
) |
|
|
— |
|
|
|
|
||
SureWerx (3)(16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.25% |
|
|
10.59 |
% |
|
12/28/2028 |
|
$ |
|
486 |
|
|
|
465 |
|
|
|
486 |
|
|
|
|
|
Wholesale Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
22,536 |
|
|
$ |
20,655 |
|
|
|
1.8 |
% |
||
Non-Controlled/Non-Affiliate Investments Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,632,191 |
|
|
$ |
1,629,550 |
|
|
|
142.6 |
% |
||
19
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest |
|
|
Maturity |
|
Principal/ |
|
|
Cost |
|
|
Market |
|
|
% of |
|
||||||
Non-Controlled/Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ansett Aviation Training (6)(10)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
5,119 |
|
|
|
3,842 |
|
|
|
8,309 |
|
|
|
|
||
Ansett Aviation Training (6)(10)(18)(19) |
|
First Lien Senior Secured Loan |
|
BBSY |
|
4.69% |
|
|
9.08 |
% |
|
9/24/2031 |
|
AUD |
|
7,072 |
|
|
|
5,308 |
|
|
|
4,717 |
|
|
|
|
|
Aerospace & Defense Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,150 |
|
|
$ |
13,026 |
|
|
|
1.2 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beverage, Food & Tobacco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
ADT Pizza, LLC (10)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
6,720 |
|
|
|
6,732 |
|
|
|
9,613 |
|
|
|
|
||
Beverage, Food & Tobacco Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,732 |
|
|
$ |
9,613 |
|
|
|
0.8 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Goods: Durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Walker Edison (10)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
60 |
|
|
|
5,592 |
|
|
|
— |
|
|
|
|
||
Walker Edison (10)(15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.90% PIK |
|
|
12.20 |
% |
|
3/31/2027 |
|
$ |
|
6,353 |
|
|
|
6,353 |
|
|
|
5,273 |
|
|
|
|
|
Walker Edison (10)(15)(19)(26) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.40% PIK |
|
|
11.70 |
% |
|
3/31/2027 |
|
$ |
|
3,182 |
|
|
|
3,182 |
|
|
|
3,182 |
|
|
|
|
|
Walker Edison (3)(10)(15)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.90% PIK |
|
|
12.24 |
% |
|
3/31/2027 |
|
$ |
|
1,338 |
|
|
|
1,339 |
|
|
|
995 |
|
|
|
|
|
Walker Edison (10)(15)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.90% PIK |
|
|
12.20 |
% |
|
3/31/2027 |
|
$ |
|
873 |
|
|
|
873 |
|
|
|
725 |
|
|
|
|
|
Consumer Goods: Durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,339 |
|
|
$ |
10,175 |
|
|
|
0.9 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Energy: Oil & Gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,198 |
|
|
|
1 |
|
|
|
— |
|
|
|
|
||
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,618 |
|
|
|
1,106 |
|
|
|
3,498 |
|
|
|
|
||
Energy: Oil & Gas Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,107 |
|
|
$ |
3,498 |
|
|
|
0.3 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-Controlled/Affiliate Investments Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
34,328 |
|
|
$ |
36,312 |
|
|
|
3.2 |
% |
||
20
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread |
|
Interest |
|
|
Maturity |
|
Principal/ |
|
|
Cost |
|
|
Market |
|
|
% of |
|
||||||
Controlled Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
BCC Jetstream Holdings Aviation (Off I), LLC (6)(10)(11)(14)(19)(20)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
11,863 |
|
|
|
11,863 |
|
|
|
10,892 |
|
|
|
|
||
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(19)(20)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,116 |
|
|
|
1,116 |
|
|
|
— |
|
|
|
|
||
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(19)(20) |
|
First Lien Senior Secured Loan |
|
— |
|
10.00% |
|
|
10.00 |
% |
|
— |
|
$ |
|
8,013 |
|
|
|
8,013 |
|
|
|
6,620 |
|
|
|
|
|
Gale Aviation (Offshore) Co (6)(10)(11)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
77,395 |
|
|
|
77,393 |
|
|
|
75,903 |
|
|
|
|
||
Aerospace & Defense Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
98,385 |
|
|
$ |
93,415 |
|
|
|
8.2 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
FIRE: Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
900 |
|
|
|
900 |
|
|
|
|
||
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
37 |
|
|
|
36,900 |
|
|
|
36,900 |
|
|
|
|
||
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
FIRE: Finance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
37,800 |
|
|
$ |
37,800 |
|
|
|
3.3 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment Vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bain Capital Senior Loan Program, LLC (6)(10)(11)(18)(19) |
|
Subordinated Note Investment Vehicles |
|
— |
|
10.00% |
|
|
10.00 |
% |
|
12/27/2033 |
|
$ |
|
146,495 |
|
|
|
146,495 |
|
|
|
146,495 |
|
|
|
|
|
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25) |
|
Preferred Equity Interest Investment Vehicles |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
10 |
|
|
|
10 |
|
|
|
(1,598 |
) |
|
|
|
||
Bain Capital Senior Loan Program, LLC (2)(6)(10)(11)(25) |
|
Equity Interest Investment Vehicles |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
10 |
|
|
|
5,594 |
|
|
|
(63 |
) |
|
|
|
||
International Senior Loan Program, LLC (6)(10)(11)(18)(19) |
|
Subordinated Note Investment Vehicles |
|
SOFR |
|
8.00% |
|
|
13.30 |
% |
|
2/22/2028 |
|
$ |
|
190,729 |
|
|
|
190,729 |
|
|
|
190,729 |
|
|
|
|
|
International Senior Loan Program, LLC (6)(10)(11)(25) |
|
Equity Interest Investment Vehicles |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
63,587 |
|
|
|
60,615 |
|
|
|
55,187 |
|
|
|
|
||
Investment Vehicles Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
403,443 |
|
|
$ |
390,750 |
|
|
|
34.2 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transportation: Cargo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lightning Holdings B, LLC (6)(10)(11)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
37,095 |
|
|
|
37,406 |
|
|
|
49,664 |
|
|
|
|
||
Transportation: Cargo Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
37,406 |
|
|
$ |
49,664 |
|
|
|
4.3 |
% |
||
Controlled Affiliate Investments Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
577,034 |
|
|
$ |
571,629 |
|
|
|
50.0 |
% |
||
Investments Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,243,553 |
|
|
$ |
2,237,491 |
|
|
|
195.8 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goldman Sachs Financial Square Government Fund Institutional Share Class |
|
Cash Equivalents |
|
|
|
— |
|
|
5.21 |
% |
|
— |
|
$ |
|
13,951 |
|
|
|
13,951 |
|
|
|
13,951 |
|
|
|
|
|
Goldman Sachs US Treasury Liquid Reserves Fund (30) |
|
Cash Equivalents |
|
|
|
— |
|
|
5.23 |
% |
|
— |
|
$ |
|
56,211 |
|
|
|
56,211 |
|
|
|
56,211 |
|
|
|
|
|
Cash Equivalents Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
70,162 |
|
|
$ |
70,162 |
|
|
|
6.2 |
% |
||
Investments and Cash Equivalents Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,313,715 |
|
|
$ |
2,307,653 |
|
|
|
202.0 |
% |
||
21
Forward Foreign Currency Exchange Contracts
Currency Purchased |
|
Currency Sold |
|
Counterparty |
|
Settlement |
|
Unrealized |
|
|
US DOLLARS 20 |
|
POUND STERLING 0 |
|
Bank of New York Mellon |
|
8/5/2024 |
|
$ |
20 |
|
US DOLLARS 1,338 |
|
CANADIAN DOLLAR 1,790 |
|
Bank of New York Mellon |
|
12/13/2024 |
|
|
24 |
|
US DOLLARS 5,254 |
|
POUND STERLING 4,150 |
|
Wells Fargo |
|
1/9/2025 |
|
|
- |
|
US DOLLARS 27,735 |
|
POUND STERLING 23,100 |
|
Citibank |
|
1/9/2025 |
|
|
(1,508 |
) |
US DOLLARS 129 |
|
EURO 0 |
|
Bank of New York Mellon |
|
1/9/2025 |
|
|
129 |
|
US DOLLARS 71 |
|
NORWEGIAN KRONE 740 |
|
Citibank |
|
1/24/2025 |
|
|
1 |
|
US DOLLARS 2,743 |
|
AUSTRALIAN DOLLARS 4,180 |
|
Bank of New York Mellon |
|
2/12/2025 |
|
|
(61 |
) |
US DOLLARS 10,407 |
|
POUND STERLING 8,330 |
|
Bank of New York Mellon |
|
4/23/2025 |
|
|
(143 |
) |
US DOLLARS 11,620 |
|
EURO 10,620 |
|
Bank of New York Mellon |
|
5/15/2025 |
|
|
62 |
|
US DOLLARS 9,158 |
|
AUSTRALIAN DOLLARS 13,980 |
|
Bank of New York Mellon |
|
5/27/2025 |
|
|
(222 |
) |
US DOLLARS 32,539 |
|
EURO 29,350 |
|
Bank of New York Mellon |
|
5/27/2025 |
|
|
580 |
|
US DOLLARS 192 |
|
CANADIAN DOLLAR 260 |
|
Bank of New York Mellon |
|
5/27/2025 |
|
|
1 |
|
US DOLLARS 9 |
|
POUND STERLING 0 |
|
Bank of New York Mellon |
|
6/10/2025 |
|
|
9 |
|
US DOLLARS 358 |
|
EURO 310 |
|
Bank of New York Mellon |
|
6/10/2025 |
|
|
21 |
|
US DOLLARS 4,792 |
|
EURO 4,380 |
|
Bank of New York Mellon |
|
6/12/2025 |
|
|
19 |
|
US DOLLARS 5,908 |
|
EURO 5,480 |
|
Bank of New York Mellon |
|
6/13/2025 |
|
|
(64 |
) |
US DOLLARS 18,073 |
|
POUND STERLING 14,250 |
|
Bank of New York Mellon |
|
6/23/2025 |
|
|
22 |
|
US DOLLARS 2,762 |
|
AUSTRALIAN DOLLARS 3,739 |
|
Bank of New York Mellon |
|
7/28/2025 |
|
|
254 |
|
|
|
|
|
|
|
|
|
$ |
(856 |
) |
22
Investment |
|
Acquisition Date |
ACAMS |
|
3/10/2022 |
ADT Pizza, LLC |
|
10/29/2018 |
Ansett Aviation Training |
|
3/24/2022 |
Apollo Intelligence |
|
6/1/2022 |
Appriss Holdings, Inc. |
|
5/3/2021 |
AQ Software Corporation |
|
12/10/2021 |
AQ Software Corporation |
|
4/14/2022 |
AQ Software Corporation |
|
12/29/2022 |
ARL Holdings, LLC |
|
5/3/2019 |
AXH Air Coolers |
|
10/31/2023 |
Bain Capital Senior Loan Program, LLC |
|
12/27/2021 |
BCC Jetstream Holdings Aviation (Off I), LLC |
|
6/1/2017 |
BCC Jetstream Holdings Aviation (On II), LLC |
|
6/1/2017 |
Blackbrush Oil & Gas, L.P. |
|
9/3/2020 |
Brook Bidco |
|
7/8/2021 |
CB Titan Holdings, Inc. |
|
5/1/2017 |
Cloud Technology Solutions (CTS) |
|
12/15/2022 |
Congress Wealth |
|
6/30/2023 |
Darcy Partners |
|
6/1/2022 |
DC Blox Inc. |
|
3/22/2021 |
DC Blox Inc. |
|
3/23/2021 |
Eagle Rock Capital Corporation |
|
12/9/2021 |
East BCC Coinvest II, LLC |
|
7/23/2019 |
Elevator Holdco Inc. |
|
12/23/2019 |
Eleven Software |
|
4/25/2022 |
Eleven Software |
|
3/20/2024 |
Elk Parent Holdings, LP |
|
11/1/2019 |
FCG Acquisitions, Inc. |
|
1/24/2019 |
Fineline Technologies, Inc. |
|
2/22/2021 |
Forward Slope |
|
3/15/2024 |
Gale Aviation (Offshore) Co |
|
1/2/2019 |
Gills Point S |
|
5/17/2023 |
Gluware |
|
10/15/2021 |
Grammer Investment Holdings LLC |
|
10/1/2018 |
23
Investment |
|
Acquisition Date |
HealthDrive |
|
8/18/2023 |
Hultec |
|
3/31/2023 |
iBanFirst Facility |
|
7/13/2021 |
Insigneo Financial Group LLC |
|
8/1/2022 |
International Senior Loan Program, LLC |
|
2/22/2021 |
Kellstrom Aerospace Group, Inc |
|
7/1/2019 |
Legacy Corporate Lending HoldCo, LLC |
|
4/21/2023 |
Lightning Holdings B, LLC |
|
1/2/2020 |
masLabor |
|
7/1/2021 |
MZR Aggregator |
|
12/22/2020 |
NPC International, Inc. |
|
4/1/2021 |
Opus2 |
|
6/16/2021 |
Parcel2Go |
|
7/15/2021 |
PPX |
|
7/29/2021 |
Precision Ultimate Holdings, LLC |
|
11/6/2019 |
REP Coinvest III- A Omni, L.P. |
|
2/5/2021 |
Revalize, Inc. |
|
12/29/2022 |
Robinson Helicopter |
|
6/30/2022 |
SensorTower |
|
3/15/2024 |
Service Master |
|
7/15/2021 |
Service Master |
|
8/16/2021 |
Sikich |
|
5/6/2024 |
Solifi |
|
5/24/2024 |
SoftCo |
|
3/1/2024 |
Superna Inc. |
|
3/8/2022 |
Taoglas |
|
2/28/2023 |
Taoglas |
|
6/27/2024 |
Titan Cloud Software, Inc |
|
11/4/2022 |
TLC Holdco LP |
|
10/11/2019 |
Thrasio, LLC |
|
6/18/2024 |
Utimaco |
|
6/28/2022 |
Ventiv Holdco, Inc. |
|
9/3/2019 |
Walker Edison |
|
3/1/2023 |
WSP |
|
5/20/2024 |
WSP |
|
8/31/2021 |
See Notes to Consolidated Financial Statements
24
Bain Capital Specialty Finance, Inc.
Consolidated Schedule of Investments
As of December 31, 2023
(In thousands)
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Forming Machining Industries Holdings, LLC (18)(19)(26) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
7.89% PIK |
|
|
13.20 |
% |
|
10/9/2026 |
|
$ |
|
6,630 |
|
|
|
6,600 |
|
|
|
5,437 |
|
|
|
|
|
Forming Machining Industries Holdings, LLC (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.40% |
|
|
9.79 |
% |
|
10/9/2025 |
|
$ |
|
16,100 |
|
|
|
16,059 |
|
|
|
13,685 |
|
|
|
|
|
Forward Slope (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.85% |
|
|
12.20 |
% |
|
8/22/2029 |
|
$ |
|
6,201 |
|
|
|
6,051 |
|
|
|
6,046 |
|
|
|
|
|
Forward Slope (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.85% |
|
|
12.23 |
% |
|
8/22/2029 |
|
$ |
|
23,634 |
|
|
|
23,060 |
|
|
|
23,043 |
|
|
|
|
|
Forward Slope (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.85% |
|
|
12.17 |
% |
|
8/22/2029 |
|
$ |
|
4,738 |
|
|
|
4,529 |
|
|
|
4,516 |
|
|
|
|
|
Forward Slope (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.85% |
|
|
12.24 |
% |
|
8/22/2029 |
|
$ |
|
19,950 |
|
|
|
19,653 |
|
|
|
19,451 |
|
|
|
|
|
GSP Holdings, LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.90% |
|
|
11.25 |
% |
|
11/6/2025 |
|
$ |
|
35,241 |
|
|
|
35,429 |
|
|
|
33,567 |
|
|
|
|
|
GSP Holdings, LLC (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.90% |
|
|
11.25 |
% |
|
11/6/2025 |
|
$ |
|
2,306 |
|
|
|
2,292 |
|
|
|
2,088 |
|
|
|
|
|
Kellstrom Aerospace Group, Inc (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
1,963 |
|
|
|
1,044 |
|
|
|
|
||
Kellstrom Commercial Aerospace, Inc. (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.00% (0.75% PIK) |
|
|
12.17 |
% |
|
7/1/2025 |
|
$ |
|
29,630 |
|
|
|
29,313 |
|
|
|
28,889 |
|
|
|
|
|
Kellstrom Commercial Aerospace, Inc. (2)(3)(15)(19)(23)(26) |
|
First Lien Senior Secured Loan - Revolver |
|
P |
|
5.61% (0.50% PIK) |
|
|
14.61 |
% |
|
7/1/2025 |
|
$ |
|
47 |
|
|
|
46 |
|
|
|
(61 |
) |
|
|
|
|
Mach Acquisition R/C (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
7.65% |
|
|
13.02 |
% |
|
10/19/2026 |
|
$ |
|
7,532 |
|
|
|
7,420 |
|
|
|
6,879 |
|
|
|
|
|
Mach Acquisition T/L (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.65% (2.00% PIK) |
|
|
14.05 |
% |
|
10/19/2026 |
|
$ |
|
34,143 |
|
|
|
33,752 |
|
|
|
31,924 |
|
|
|
|
|
Precision Ultimate Holdings, LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,417 |
|
|
|
1,417 |
|
|
|
1,242 |
|
|
|
|
||
Robinson Helicopter (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,592 |
|
|
|
1,592 |
|
|
|
2,359 |
|
|
|
|
||
Robinson Helicopter (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.60% |
|
|
11.96 |
% |
|
6/30/2028 |
|
$ |
|
14,735 |
|
|
|
14,464 |
|
|
|
14,735 |
|
|
|
|
|
Saturn Purchaser Corp. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.60% |
|
|
11.01 |
% |
|
7/23/2029 |
|
$ |
|
26,329 |
|
|
|
26,085 |
|
|
|
26,329 |
|
|
|
|
|
Saturn Purchaser Corp. (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
7/22/2029 |
|
$ |
|
— |
|
|
|
(39 |
) |
|
|
— |
|
|
|
|
||
Whitcraft-Paradigm (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.00% |
|
|
12.35 |
% |
|
2/15/2029 |
|
$ |
|
11,912 |
|
|
|
11,805 |
|
|
|
11,912 |
|
|
|
|
|
Whitcraft-Paradigm (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
7.00% |
|
|
12.35 |
% |
|
2/28/2029 |
|
$ |
|
146 |
|
|
|
128 |
|
|
|
146 |
|
|
|
|
|
Aerospace & Defense Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
241,619 |
|
|
$ |
233,231 |
|
|
|
20.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Automotive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
American Trailer Rental Group (19)(26) |
|
Subordinated Debt |
|
— |
|
9.00% (4.50% PIK) |
|
|
13.50 |
% |
|
12/1/2027 |
|
$ |
|
5,112 |
|
|
|
5,060 |
|
|
|
5,112 |
|
|
|
|
|
American Trailer Rental Group (19)(26) |
|
Subordinated Debt |
|
— |
|
9.00% (4.50% PIK) |
|
|
13.50 |
% |
|
12/1/2027 |
|
$ |
|
15,772 |
|
|
|
15,535 |
|
|
|
15,772 |
|
|
|
|
|
American Trailer Rental Group (19)(26) |
|
Subordinated Debt |
|
— |
|
9.00% (4.50% PIK) |
|
|
13.50 |
% |
|
12/1/2027 |
|
$ |
|
19,695 |
|
|
|
19,390 |
|
|
|
19,695 |
|
|
|
|
|
Cardo (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.15% |
|
|
10.54 |
% |
|
5/12/2028 |
|
$ |
|
98 |
|
|
|
97 |
|
|
|
97 |
|
|
|
|
|
Gills Point S (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.00% |
|
|
12.38 |
% |
|
5/17/2029 |
|
$ |
|
12,632 |
|
|
|
12,632 |
|
|
|
12,632 |
|
|
|
|
|
Gills Point S (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
5/17/2029 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Gills Point S (3)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
7.10% |
|
|
12.51 |
% |
|
5/17/2029 |
|
$ |
|
692 |
|
|
|
682 |
|
|
|
692 |
|
|
|
|
|
Gills Point S (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
184 |
|
|
|
213 |
|
|
|
|
||
Intoxalock (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.50% |
|
|
11.96 |
% |
|
11/1/2028 |
|
$ |
|
12,128 |
|
|
|
12,023 |
|
|
|
12,128 |
|
|
|
|
|
Intoxalock (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.50% |
|
|
11.96 |
% |
|
11/1/2028 |
|
$ |
|
343 |
|
|
|
315 |
|
|
|
343 |
|
|
|
|
|
JHCC Holdings, LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.25% |
|
|
10.75 |
% |
|
9/9/2025 |
|
$ |
|
12,073 |
|
|
|
12,015 |
|
|
|
12,073 |
|
|
|
|
|
JHCC Holdings, LLC (3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
9/9/2025 |
|
$ |
|
— |
|
|
|
(22 |
) |
|
|
— |
|
|
|
|
||
Automotive Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
77,911 |
|
|
$ |
78,757 |
|
|
|
6.9 |
% |
|||
25
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Banking, Finance, Insurance & Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Morrow Sodali (15)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.63% |
|
|
11.09 |
% |
|
4/25/2028 |
|
$ |
|
2,626 |
|
|
|
2,611 |
|
|
|
2,600 |
|
|
|
|
|
Morrow Sodali (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.50% |
|
|
10.96 |
% |
|
4/25/2028 |
|
$ |
|
2,218 |
|
|
|
2,164 |
|
|
|
2,196 |
|
|
|
|
|
Morrow Sodali (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.00% |
|
|
10.46 |
% |
|
4/25/2028 |
|
$ |
|
532 |
|
|
|
509 |
|
|
|
510 |
|
|
|
|
|
Banking, Finance, Insurance & Real Estate Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,284 |
|
|
$ |
5,306 |
|
|
|
0.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beverage, Food & Tobacco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Arctic Glacier U.S.A., Inc. (19)(26)(31) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.50% (4.00% PIK) |
|
|
16.14 |
% |
|
5/24/2028 |
|
$ |
|
12,912 |
|
|
|
12,672 |
|
|
|
12,653 |
|
|
|
|
|
Arctic Glacier U.S.A., Inc. (2)(3)(5)(19)(31) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
5/24/2028 |
|
$ |
|
— |
|
|
|
(34 |
) |
|
|
(39 |
) |
|
|
|
||
NPC International, Inc. (14)(19)(25)(27) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
308 |
|
|
|
461 |
|
|
|
7 |
|
|
|
|
||
PPX (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
33 |
|
|
|
— |
|
|
|
102 |
|
|
|
|
||
PPX (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
33 |
|
|
|
5,000 |
|
|
|
6,505 |
|
|
|
|
||
Beverage, Food & Tobacco Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,099 |
|
|
$ |
19,228 |
|
|
|
1.7 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AXH Air Coolers (2)(3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
10/31/2029 |
|
$ |
|
— |
|
|
|
(71 |
) |
|
|
(73 |
) |
|
|
|
||
AXH Air Coolers (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.75% |
|
|
12.19 |
% |
|
10/31/2029 |
|
$ |
|
1,101 |
|
|
|
1,047 |
|
|
|
1,046 |
|
|
|
|
|
AXH Air Coolers (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.75% |
|
|
12.19 |
% |
|
10/31/2029 |
|
$ |
|
27,992 |
|
|
|
27,719 |
|
|
|
27,712 |
|
|
|
|
|
AXH Air Coolers (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,417 |
|
|
|
3,417 |
|
|
|
3,417 |
|
|
|
|
||
East BCC Coinvest II, LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,419 |
|
|
|
1,419 |
|
|
|
463 |
|
|
|
|
||
Ergotron Acquisition LLC (18)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.75% |
|
|
11.21 |
% |
|
7/6/2028 |
|
$ |
|
12,097 |
|
|
|
11,898 |
|
|
|
12,097 |
|
|
|
|
|
FCG Acquisitions, Inc. (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Jonathan Acquisition Company (15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
9.10% |
|
|
14.47 |
% |
|
12/22/2027 |
|
$ |
|
8,000 |
|
|
|
7,866 |
|
|
|
8,000 |
|
|
|
|
|
TCFIII Owl Finance, LLC (19)(26) |
|
Subordinated Debt |
|
— |
|
12.00% PIK |
|
|
12.00 |
% |
|
1/30/2027 |
|
$ |
|
5,462 |
|
|
|
5,415 |
|
|
|
5,298 |
|
|
|
|
|
Capital Equipment Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
58,710 |
|
|
$ |
57,960 |
|
|
|
5.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Chemicals, Plastics & Rubber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AP Plastics Group, LLC (18)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.75% |
|
|
10.19 |
% |
|
8/10/2028 |
|
$ |
|
7,212 |
|
|
|
7,032 |
|
|
|
7,032 |
|
|
|
|
|
V Global Holdings LLC (16)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
5.75% |
|
|
9.85 |
% |
|
12/22/2027 |
|
€ |
|
99 |
|
|
|
102 |
|
|
|
102 |
|
|
|
|
|
V Global Holdings LLC (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.00% |
|
|
11.43 |
% |
|
12/22/2027 |
|
$ |
|
5,803 |
|
|
|
5,720 |
|
|
|
5,614 |
|
|
|
|
|
V Global Holdings LLC (3)(16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.85% |
|
|
11.21 |
% |
|
12/22/2025 |
|
$ |
|
3,978 |
|
|
|
3,881 |
|
|
|
3,663 |
|
|
|
|
|
Chemicals, Plastics & Rubber Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
16,735 |
|
|
$ |
16,411 |
|
|
|
1.4 |
% |
|||
26
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction & Building |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Chase Industries, Inc. (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.65% (1.50% PIK) |
|
|
12.50 |
% |
|
5/12/2025 |
|
$ |
|
23,734 |
|
|
|
22,545 |
|
|
|
22,073 |
|
|
|
|
|
Chase Industries, Inc. (15)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.65% (1.50% PIK) |
|
|
12.50 |
% |
|
5/12/2025 |
|
$ |
|
2,331 |
|
|
|
2,208 |
|
|
|
2,167 |
|
|
|
|
|
Chase Industries, Inc. (2)(3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
5/12/2025 |
|
$ |
|
— |
|
|
|
(224 |
) |
|
|
(120 |
) |
|
|
|
||
Elk Parent Holdings, LP (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
12 |
|
|
|
1,040 |
|
|
|
|
||
Elk Parent Holdings, LP (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
120 |
|
|
|
1,202 |
|
|
|
1,672 |
|
|
|
|
||
Service Master (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
— |
|
|
|
169 |
|
|
|
220 |
|
|
|
|
||
Service Master (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.00% (1.00% PIK) |
|
|
12.65 |
% |
|
8/16/2027 |
|
$ |
|
896 |
|
|
|
885 |
|
|
|
896 |
|
|
|
|
|
Service Master (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
724 |
|
|
|
|
||
Service Master (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.11% (1.00% PIK) |
|
|
12.47 |
% |
|
8/16/2027 |
|
$ |
|
11,689 |
|
|
|
11,689 |
|
|
|
11,689 |
|
|
|
|
|
Service Master (3)(15)(19)(26) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.00% (1.00% PIK) |
|
|
12.50 |
% |
|
8/16/2027 |
|
$ |
|
11,537 |
|
|
|
11,392 |
|
|
|
11,537 |
|
|
|
|
|
YLG Holdings, Inc. (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.10% |
|
|
10.48 |
% |
|
10/31/2025 |
|
$ |
|
4,970 |
|
|
|
4,968 |
|
|
|
4,970 |
|
|
|
|
|
YLG Holdings, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.10% |
|
|
10.48 |
% |
|
10/31/2025 |
|
$ |
|
16,962 |
|
|
|
16,911 |
|
|
|
16,962 |
|
|
|
|
|
YLG Holdings, Inc. (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
10/31/2025 |
|
$ |
|
— |
|
|
|
(26 |
) |
|
|
— |
|
|
|
|
||
Construction & Building Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
71,731 |
|
|
$ |
73,830 |
|
|
|
6.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Goods: Durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New Milani Group LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.50% |
|
|
10.96 |
% |
|
6/6/2024 |
|
$ |
|
11,329 |
|
|
|
11,197 |
|
|
|
11,329 |
|
|
|
|
|
Stanton Carpet (15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
9.15% |
|
|
14.56 |
% |
|
3/31/2028 |
|
$ |
|
11,434 |
|
|
|
11,256 |
|
|
|
11,434 |
|
|
|
|
|
Tangent Technologies Acquisition, LLC (15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
9.00% |
|
|
14.44 |
% |
|
5/30/2028 |
|
$ |
|
8,915 |
|
|
|
8,776 |
|
|
|
8,759 |
|
|
|
|
|
TLC Holdco LP (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,281 |
|
|
|
1,221 |
|
|
|
376 |
|
|
|
|
||
TLC Purchaser, Inc. (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
2.26% (6.25% PIK) |
|
|
14.15 |
% |
|
10/13/2025 |
|
$ |
|
37,562 |
|
|
|
37,149 |
|
|
|
35,214 |
|
|
|
|
|
TLC Purchaser, Inc. (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.51% |
|
|
11.86 |
% |
|
10/13/2025 |
|
$ |
|
3,123 |
|
|
|
3,031 |
|
|
|
2,528 |
|
|
|
|
|
Consumer Goods: Durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
72,630 |
|
|
$ |
69,640 |
|
|
|
6.1 |
% |
|||
27
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Goods: Non-Durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fineline Technologies, Inc. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
939 |
|
|
|
939 |
|
|
|
1,004 |
|
|
|
|
||
FL Hawk Intermediate Holdings, Inc. (15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
9.26% |
|
|
14.61 |
% |
|
8/22/2028 |
|
$ |
|
12,613 |
|
|
|
12,347 |
|
|
|
12,613 |
|
|
|
|
|
RoC Opco LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.60% |
|
|
12.95 |
% |
|
2/25/2025 |
|
$ |
|
14,887 |
|
|
|
14,799 |
|
|
|
14,887 |
|
|
|
|
|
RoC Opco LLC (3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
2/25/2025 |
|
$ |
|
— |
|
|
|
(42 |
) |
|
|
— |
|
|
|
|
||
Solaray, LLC (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.60% |
|
|
11.97 |
% |
|
12/15/2025 |
|
$ |
|
14,016 |
|
|
|
14,028 |
|
|
|
13,350 |
|
|
|
|
|
Solaray, LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.60% |
|
|
11.97 |
% |
|
12/15/2025 |
|
$ |
|
30,435 |
|
|
|
30,435 |
|
|
|
28,989 |
|
|
|
|
|
Solaray, LLC (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.60% |
|
|
10.97 |
% |
|
12/15/2025 |
|
$ |
|
11,344 |
|
|
|
11,343 |
|
|
|
11,344 |
|
|
|
|
|
WU Holdco, Inc. (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.65% |
|
|
11.00 |
% |
|
3/26/2026 |
|
$ |
|
1,678 |
|
|
|
1,657 |
|
|
|
1,653 |
|
|
|
|
|
WU Holdco, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.65% |
|
|
11.00 |
% |
|
3/26/2026 |
|
$ |
|
37,287 |
|
|
|
36,991 |
|
|
|
36,728 |
|
|
|
|
|
WU Holdco, Inc. (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.65% |
|
|
11.00 |
% |
|
3/26/2025 |
|
$ |
|
3,043 |
|
|
|
3,030 |
|
|
|
2,958 |
|
|
|
|
|
Consumer Goods: Non-Durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
125,527 |
|
|
$ |
123,526 |
|
|
|
10.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Goods: Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
WSP (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
— |
|
|
|
216 |
|
|
|
434 |
|
|
|
|
||
WSP (15)(19)(26)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.40% (0.75% PIK) |
|
|
12.53 |
% |
|
4/27/2027 |
|
$ |
|
5,521 |
|
|
|
5,449 |
|
|
|
4,748 |
|
|
|
|
|
WSP (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2,898 |
|
|
|
2,898 |
|
|
|
— |
|
|
|
|
||
WSP (2)(3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
4/27/2027 |
|
$ |
|
— |
|
|
|
(5 |
) |
|
|
(63 |
) |
|
|
|
||
Consumer Goods: Wholesale Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,558 |
|
|
$ |
5,119 |
|
|
|
0.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Containers, Packaging & Glass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
ASP-r-pac Acquisition Co LLC (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.26% |
|
|
11.64 |
% |
|
12/29/2027 |
|
$ |
|
4,042 |
|
|
|
3,983 |
|
|
|
3,900 |
|
|
|
|
|
ASP-r-pac Acquisition Co LLC (2)(3)(5)(16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
12/29/2027 |
|
$ |
|
— |
|
|
|
(43 |
) |
|
|
(114 |
) |
|
|
|
||
Iris Holding, Inc. (17)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.75% |
|
|
10.23 |
% |
|
6/28/2028 |
|
$ |
|
12,887 |
|
|
|
12,346 |
|
|
|
11,941 |
|
|
|
|
|
Containers, Packaging & Glass Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
16,286 |
|
|
$ |
15,727 |
|
|
|
1.4 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Energy: Electricity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
WCI Gigawatt Purchaser (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.76% |
|
|
11.13 |
% |
|
11/19/2027 |
|
$ |
|
1,425 |
|
|
|
1,402 |
|
|
|
1,410 |
|
|
|
|
|
WCI Gigawatt Purchaser (2)(3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
11/19/2027 |
|
$ |
|
— |
|
|
|
(47 |
) |
|
|
(19 |
) |
|
|
|
||
WCI Gigawatt Purchaser (2)(3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.76% |
|
|
11.14 |
% |
|
11/19/2027 |
|
$ |
|
— |
|
|
|
(47 |
) |
|
|
(32 |
) |
|
|
|
|
WCI Gigawatt Purchaser (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.76% |
|
|
11.14 |
% |
|
11/19/2027 |
|
$ |
|
3,465 |
|
|
|
3,431 |
|
|
|
3,431 |
|
|
|
|
|
Energy: Electricity Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,739 |
|
|
$ |
4,790 |
|
|
|
0.4 |
% |
|||
28
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Environmental Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reconomy (3)(6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
6.25% |
|
|
11.44 |
% |
|
6/25/2029 |
|
£ |
|
987 |
|
|
|
1,149 |
|
|
|
1,256 |
|
|
|
|
|
Reconomy (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
6.25% |
|
|
11.44 |
% |
|
6/25/2029 |
|
£ |
|
68 |
|
|
|
82 |
|
|
|
86 |
|
|
|
|
|
Reconomy (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.00% |
|
|
9.93 |
% |
|
6/25/2029 |
|
€ |
|
27 |
|
|
|
28 |
|
|
|
30 |
|
|
|
|
|
Titan Cloud Software, Inc (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,532 |
|
|
|
3,532 |
|
|
|
4,161 |
|
|
|
|
||
Titan Cloud Software, Inc (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.10% |
|
|
11.48 |
% |
|
9/7/2029 |
|
$ |
|
25,714 |
|
|
|
25,495 |
|
|
|
25,714 |
|
|
|
|
|
Titan Cloud Software, Inc (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.10% |
|
|
11.48 |
% |
|
9/7/2029 |
|
$ |
|
11,429 |
|
|
|
11,339 |
|
|
|
11,429 |
|
|
|
|
|
Titan Cloud Software, Inc (3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
9/7/2028 |
|
$ |
|
— |
|
|
|
(45 |
) |
|
|
— |
|
|
|
|
||
Environmental Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
41,580 |
|
|
$ |
42,676 |
|
|
|
3.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
FIRE: Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allworth Financial Group, L.P. (15)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.50% |
|
|
10.96 |
% |
|
12/23/2026 |
|
$ |
|
865 |
|
|
|
854 |
|
|
|
857 |
|
|
|
|
|
Allworth Financial Group, L.P. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.50% |
|
|
10.96 |
% |
|
12/23/2026 |
|
$ |
|
1,490 |
|
|
|
1,478 |
|
|
|
1,475 |
|
|
|
|
|
Allworth Financial Group, L.P. (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
12/23/2026 |
|
$ |
|
— |
|
|
|
(9 |
) |
|
|
(24 |
) |
|
|
|
||
Congress Wealth (3)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.85% |
|
|
12.20 |
% |
|
6/30/2029 |
|
$ |
|
320 |
|
|
|
317 |
|
|
|
320 |
|
|
|
|
|
Congress Wealth (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
6/30/2029 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Congress Wealth (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
15 |
|
|
|
294 |
|
|
|
325 |
|
|
|
|
||
Insigneo Financial Group LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2,341 |
|
|
|
2,357 |
|
|
|
2,626 |
|
|
|
|
||
Insigneo Financial Group LLC (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.25% |
|
|
11.70 |
% |
|
8/1/2028 |
|
$ |
|
3,825 |
|
|
|
3,746 |
|
|
|
3,825 |
|
|
|
|
|
Insigneo Financial Group LLC (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.60% |
|
|
11.97 |
% |
|
8/1/2028 |
|
$ |
|
7,667 |
|
|
|
7,478 |
|
|
|
7,667 |
|
|
|
|
|
Parmenion (6)(15)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
5.50% |
|
|
10.69 |
% |
|
5/11/2029 |
|
£ |
|
295 |
|
|
|
368 |
|
|
|
376 |
|
|
|
|
|
TA/Weg Holdings (15)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.85% |
|
|
11.23 |
% |
|
10/4/2027 |
|
$ |
|
9,304 |
|
|
|
9,304 |
|
|
|
9,304 |
|
|
|
|
|
TA/Weg Holdings (15)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.85% |
|
|
11.23 |
% |
|
10/4/2027 |
|
$ |
|
2,349 |
|
|
|
2,342 |
|
|
|
2,349 |
|
|
|
|
|
FIRE: Finance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
28,529 |
|
|
$ |
29,100 |
|
|
|
2.6 |
% |
|||
29
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
FIRE: Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Margaux Acquisition Inc. (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.75% |
|
|
11.23 |
% |
|
12/19/2024 |
|
$ |
|
16,497 |
|
|
|
16,426 |
|
|
|
16,497 |
|
|
|
|
|
Margaux Acquisition Inc. (3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.90% |
|
|
11.29 |
% |
|
12/19/2025 |
|
$ |
|
— |
|
|
|
(9 |
) |
|
|
— |
|
|
|
|
|
Margaux UK Finance Limited (3)(5)(6)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SONIA |
|
5.75% |
|
|
11.06 |
% |
|
12/19/2024 |
|
£ |
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
|
|
Margaux UK Finance Limited (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
5.75% |
|
|
11.06 |
% |
|
12/19/2024 |
|
£ |
|
7,396 |
|
|
|
9,603 |
|
|
|
9,415 |
|
|
|
|
|
McLarens Acquisition Inc. (3)(16)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
12/16/2025 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
MRHT (2)(3)(5)(6)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
2/1/2029 |
|
€ |
|
— |
|
|
|
(23 |
) |
|
|
(28 |
) |
|
|
|
||
MRHT (6)(15)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.75% |
|
|
10.72 |
% |
|
2/1/2029 |
|
€ |
|
956 |
|
|
|
1,019 |
|
|
|
1,050 |
|
|
|
|
|
Paisley Bidco Limited (6)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
EURIBOR |
|
5.50% |
|
|
9.45 |
% |
|
11/26/2028 |
|
€ |
|
32 |
|
|
|
36 |
|
|
|
35 |
|
|
|
|
|
Simplicity (18)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.40% |
|
|
11.75 |
% |
|
12/2/2026 |
|
$ |
|
16,641 |
|
|
|
16,222 |
|
|
|
16,392 |
|
|
|
|
|
Simplicity (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
12/2/2026 |
|
$ |
|
— |
|
|
|
(131 |
) |
|
|
(82 |
) |
|
|
|
||
Simplicity (2)(3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
12/2/2026 |
|
$ |
|
— |
|
|
|
(35 |
) |
|
|
(22 |
) |
|
|
|
||
FIRE: Insurance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
43,106 |
|
|
$ |
43,257 |
|
|
|
3.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Apollo Intelligence (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
32 |
|
|
|
3,162 |
|
|
|
2,951 |
|
|
|
|
||
Apollo Intelligence (18)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.75% |
|
|
11.12 |
% |
|
6/1/2028 |
|
$ |
|
15,232 |
|
|
|
15,145 |
|
|
|
15,156 |
|
|
|
|
|
Apollo Intelligence (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.75% |
|
|
11.12 |
% |
|
6/1/2028 |
|
$ |
|
4,565 |
|
|
|
4,512 |
|
|
|
4,529 |
|
|
|
|
|
Apollo Intelligence (2)(3)(5)(16)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
6/1/2028 |
|
$ |
|
— |
|
|
|
(71 |
) |
|
|
(48 |
) |
|
|
|
||
CB Titan Holdings, Inc. (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,953 |
|
|
|
1,953 |
|
|
|
— |
|
|
|
|
||
CPS Group Holdings, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.25% |
|
|
10.79 |
% |
|
3/3/2025 |
|
$ |
|
34,417 |
|
|
|
34,334 |
|
|
|
34,416 |
|
|
|
|
|
CPS Group Holdings, Inc. (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.25% |
|
|
10.71 |
% |
|
3/3/2025 |
|
$ |
|
592 |
|
|
|
578 |
|
|
|
592 |
|
|
|
|
|
Datix Bidco Limited (3)(6)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SONIA |
|
4.50% |
|
|
9.69 |
% |
|
10/28/2024 |
|
£ |
|
6 |
|
|
|
8 |
|
|
|
8 |
|
|
|
|
|
Datix Bidco Limited (6)(18)(19) |
|
Second Lien Senior Secured Loan |
|
SONIA |
|
7.75% |
|
|
12.94 |
% |
|
4/27/2026 |
|
£ |
|
121 |
|
|
|
165 |
|
|
|
155 |
|
|
|
|
|
Datix Bidco Limited (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
BBSW |
|
4.50% |
|
|
9.29 |
% |
|
4/28/2025 |
|
AUD |
|
42 |
|
|
|
32 |
|
|
|
29 |
|
|
|
|
|
Great Expressions Dental Center PC (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
1.15% (3.00% PIK) |
|
|
9.33 |
% |
|
9/30/2026 |
|
$ |
|
9,523 |
|
|
|
9,520 |
|
|
|
7,713 |
|
|
|
|
|
HealthDrive (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.10% |
|
|
11.46 |
% |
|
8/20/2029 |
|
$ |
|
1,928 |
|
|
|
1,928 |
|
|
|
1,928 |
|
|
|
|
|
HealthDrive (3)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.00% |
|
|
11.43 |
% |
|
8/20/2029 |
|
$ |
|
271 |
|
|
|
268 |
|
|
|
271 |
|
|
|
|
|
HealthDrive (3)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
8/20/2029 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
HealthDrive (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
8/20/2029 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
HealthDrive (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
18 |
|
|
|
1,822 |
|
|
|
2,062 |
|
|
|
|
||
Mertus 522. GmbH (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.25% (0.75% PIK) |
|
|
11.03 |
% |
|
5/28/2026 |
|
€ |
|
226 |
|
|
|
250 |
|
|
|
243 |
|
|
|
|
|
Mertus 522. GmbH (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.25% (0.75% PIK) |
|
|
10.90 |
% |
|
5/28/2026 |
|
€ |
|
132 |
|
|
|
143 |
|
|
|
142 |
|
|
|
|
|
Premier Imaging, LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.00% |
|
|
11.61 |
% |
|
1/2/2025 |
|
$ |
|
7,069 |
|
|
|
7,028 |
|
|
|
6,963 |
|
|
|
|
|
Premier Imaging, LLC (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.00% |
|
|
11.61 |
% |
|
1/2/2025 |
|
$ |
|
1,916 |
|
|
|
1,906 |
|
|
|
1,888 |
|
|
|
|
|
SunMed Group Holdings, LLC (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.60% |
|
|
10.96 |
% |
|
6/16/2028 |
|
$ |
|
8,606 |
|
|
|
8,499 |
|
|
|
8,606 |
|
|
|
|
|
Sunmed Group Holdings, LLC (3)(5)(16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
6/16/2027 |
|
$ |
|
— |
|
|
|
(11 |
) |
|
|
— |
|
|
|
|
||
Healthcare & Pharmaceuticals Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
91,171 |
|
|
$ |
87,604 |
|
|
|
7.7 |
% |
|||
30
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Access (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
5.25% |
|
|
10.44 |
% |
|
6/4/2029 |
|
£ |
|
80 |
|
|
|
98 |
|
|
|
102 |
|
|
|
AMI US Holdings Inc. (6)(15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.25% |
|
|
10.71 |
% |
|
4/1/2025 |
|
$ |
|
3,816 |
|
|
|
3,796 |
|
|
|
3,816 |
|
|
|
Applitools (2)(3)(5)(16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
5/25/2028 |
|
$ |
|
— |
|
|
|
(25 |
) |
|
|
(60 |
) |
|
|
|
Applitools (6)(19)(32) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.25% |
|
|
11.61 |
% |
|
5/25/2029 |
|
$ |
|
17,360 |
|
|
|
17,236 |
|
|
|
17,056 |
|
|
|
Appriss Holdings, Inc. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2,136 |
|
|
|
1,606 |
|
|
|
1,576 |
|
|
|
|
Appriss Holdings, Inc. (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.75% |
|
|
12.32 |
% |
|
5/6/2027 |
|
$ |
|
11,179 |
|
|
|
11,033 |
|
|
|
11,179 |
|
|
|
Appriss Holdings, Inc. (3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
5/6/2027 |
|
$ |
|
— |
|
|
|
(8 |
) |
|
|
— |
|
|
|
|
AQ Software Corporation (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
1,107 |
|
|
|
1,126 |
|
|
|
|
AQ Software Corporation (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
1,844 |
|
|
|
1,876 |
|
|
|
|
AQ Software Corporation (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
507 |
|
|
|
516 |
|
|
|
|
CB Nike IntermediateCo Ltd (3)(6)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
10/31/2025 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
Cloud Technology Solutions (CTS) (6)(14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
4,408 |
|
|
|
5,360 |
|
|
|
5,504 |
|
|
|
|
Cloud Technology Solutions (CTS) (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
4.00% (4.00% PIK) |
|
|
13.19 |
% |
|
1/3/2030 |
|
£ |
|
8,247 |
|
|
|
10,007 |
|
|
|
10,499 |
|
|
|
Eagle Rock Capital Corporation (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,345 |
|
|
|
3,345 |
|
|
|
4,295 |
|
|
|
|
Element Buyer, Inc. (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.00% |
|
|
11.46 |
% |
|
7/19/2026 |
|
$ |
|
878 |
|
|
|
878 |
|
|
|
878 |
|
|
|
Element Buyer, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.00% |
|
|
11.46 |
% |
|
7/19/2026 |
|
$ |
|
36,242 |
|
|
|
36,327 |
|
|
|
36,242 |
|
|
|
Element Buyer, Inc. (3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
7/19/2026 |
|
$ |
|
— |
|
|
|
(6 |
) |
|
|
— |
|
|
|
|
Eleven Software (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
896 |
|
|
|
896 |
|
|
|
840 |
|
|
|
|
Eleven Software (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
8.25% |
|
|
13.60 |
% |
|
4/25/2027 |
|
$ |
|
7,439 |
|
|
|
7,384 |
|
|
|
7,365 |
|
|
|
Eleven Software (15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
8.10% |
|
|
13.46 |
% |
|
9/25/2026 |
|
$ |
|
1,488 |
|
|
|
1,479 |
|
|
|
1,473 |
|
|
|
FNZ UK Finco Limited (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
L |
|
5.75% |
|
|
10.37 |
% |
|
9/30/2026 |
|
AUD |
|
81 |
|
|
|
55 |
|
|
|
55 |
|
|
|
Gluware (14)(19)(25) |
|
Warrants |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
4,307 |
|
|
|
478 |
|
|
|
511 |
|
|
|
|
Gluware (19)(26) |
|
First Lien Senior Secured Loan |
|
— |
|
9.00% (5.50% PIK) |
|
|
14.50 |
% |
|
10/15/2025 |
|
$ |
|
20,604 |
|
|
|
20,146 |
|
|
|
19,367 |
|
|
|
Gluware (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
— |
|
9.00% (5.50% PIK) |
|
|
14.50 |
% |
|
10/15/2025 |
|
$ |
|
5,599 |
|
|
|
5,555 |
|
|
|
5,487 |
|
|
|
NearMap (3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
12/9/2029 |
|
$ |
|
— |
|
|
|
(78 |
) |
|
|
— |
|
|
|
|
NearMap (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.25% |
|
|
12.61 |
% |
|
12/9/2029 |
|
$ |
|
11,601 |
|
|
|
11,393 |
|
|
|
11,601 |
|
|
|
Onventis (6)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
EURIBOR |
|
7.50% |
|
|
11.47 |
% |
|
1/12/2030 |
|
€ |
|
8,919 |
|
|
|
9,596 |
|
|
|
9,845 |
|
|
|
Revalize, Inc. (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
1,431 |
|
|
|
1,472 |
|
|
|
|
Revalize, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.85% |
|
|
11.21 |
% |
|
4/15/2027 |
|
$ |
|
5,304 |
|
|
|
5,267 |
|
|
|
5,171 |
|
|
|
Revalize, Inc. (18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.90% |
|
|
11.25 |
% |
|
4/15/2027 |
|
$ |
|
2,009 |
|
|
|
1,996 |
|
|
|
1,959 |
|
|
|
31
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
High Tech Industries Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revalize, Inc. (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.85% |
|
|
11.20 |
% |
|
4/15/2027 |
|
$ |
|
335 |
|
|
|
327 |
|
|
|
302 |
|
|
|
|
|
SAM (19)(26) |
|
First Lien Senior Secured Loan |
|
— |
|
12.75% PIK |
|
|
12.75 |
% |
|
5/9/2028 |
|
$ |
|
33,699 |
|
|
|
33,481 |
|
|
|
33,447 |
|
|
|
|
|
Superna Inc. (2)(3)(5)(6)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
3/6/2028 |
|
$ |
|
— |
|
|
|
(18 |
) |
|
|
(92 |
) |
|
|
|
||
Superna Inc. (2)(3)(5)(6)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
3/6/2028 |
|
$ |
|
— |
|
|
|
(18 |
) |
|
|
(92 |
) |
|
|
|
||
Superna Inc. (6)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,463 |
|
|
|
1,463 |
|
|
|
1,196 |
|
|
|
|
||
Superna Inc. (6)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.50% |
|
|
11.88 |
% |
|
3/6/2028 |
|
$ |
|
2,734 |
|
|
|
2,692 |
|
|
|
2,639 |
|
|
|
|
|
Utimaco (6)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
2,123 |
|
|
|
1,414 |
|
|
|
|
||
Utimaco (6)(14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
2,123 |
|
|
|
1,414 |
|
|
|
|
||
Utimaco (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.25% |
|
|
10.28 |
% |
|
5/14/2029 |
|
€ |
|
92 |
|
|
|
98 |
|
|
|
100 |
|
|
|
|
|
Utimaco (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.68% |
|
|
11.99 |
% |
|
5/14/2029 |
|
$ |
|
128 |
|
|
|
127 |
|
|
|
125 |
|
|
|
|
|
Utimaco (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.68% |
|
|
11.99 |
% |
|
5/14/2029 |
|
$ |
|
262 |
|
|
|
260 |
|
|
|
256 |
|
|
|
|
|
Ventiv Holdco, Inc. (15)(19)(26)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.60% (1.00% PIK) |
|
|
11.95 |
% |
|
9/3/2025 |
|
$ |
|
13,902 |
|
|
|
13,834 |
|
|
|
13,902 |
|
|
|
|
|
Ventiv Holdco, Inc. (3)(18)(19)(26) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.60% (1.00% PIK) |
|
|
11.95 |
% |
|
9/3/2025 |
|
$ |
|
681 |
|
|
|
662 |
|
|
|
681 |
|
|
|
|
|
Ventiv Topco, Inc. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
28 |
|
|
|
2,833 |
|
|
|
2,307 |
|
|
|
|
||
VPARK BIDCO AB (6)(16)(19) |
|
First Lien Senior Secured Loan |
|
CIBOR |
|
4.00% |
|
|
7.87 |
% |
|
3/10/2025 |
|
DKK |
|
570 |
|
|
|
93 |
|
|
|
84 |
|
|
|
|
|
VPARK BIDCO AB (6)(16)(19) |
|
First Lien Senior Secured Loan |
|
NIBOR |
|
4.00% |
|
|
8.54 |
% |
|
3/10/2025 |
|
NOK |
|
740 |
|
|
|
93 |
|
|
|
73 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
218,876 |
|
|
$ |
217,507 |
|
|
|
19.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Hotel, Gaming & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aimbridge Acquisition Co., Inc. (18)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
7.50% |
|
|
12.97 |
% |
|
2/1/2027 |
|
$ |
|
14,193 |
|
|
|
13,971 |
|
|
|
13,270 |
|
|
|
|
|
Concert Golf Partners Holdco (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.50% |
|
|
11.25 |
% |
|
3/30/2029 |
|
$ |
|
6,761 |
|
|
|
6,650 |
|
|
|
6,761 |
|
|
|
|
|
Concert Golf Partners Holdco LLC (3)(16)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.50% |
|
|
11.25 |
% |
|
4/2/2029 |
|
$ |
|
3,798 |
|
|
|
3,715 |
|
|
|
3,798 |
|
|
|
|
|
Concert Golf Partners Holdco LLC (3)(5)(16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
3/31/2028 |
|
$ |
|
— |
|
|
|
(35 |
) |
|
|
— |
|
|
|
|
||
Pyramid Global Hospitality (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
8.00% |
|
|
13.33 |
% |
|
1/19/2027 |
|
$ |
|
9,925 |
|
|
|
9,686 |
|
|
|
9,925 |
|
|
|
|
|
Pyramid Global Hospitality (3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
1/19/2027 |
|
$ |
|
— |
|
|
|
(80 |
) |
|
|
— |
|
|
|
|
||
Saltoun (7)(14)(18)(19)(26)(29) |
|
First Lien Senior Secured Loan |
|
— |
|
13.75% PIK |
|
|
13.75 |
% |
|
4/11/2028 |
|
$ |
|
5,183 |
|
|
|
5,011 |
|
|
|
2,747 |
|
|
|
|
|
Saltoun (7)(14)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
13.75% PIK |
|
|
13.75 |
% |
|
4/11/2028 |
|
$ |
|
1,479 |
|
|
|
1,430 |
|
|
|
784 |
|
|
|
|
|
Saltoun (18)(19)(26) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
13.75% PIK |
|
|
13.75 |
% |
|
4/11/2028 |
|
$ |
|
339 |
|
|
|
339 |
|
|
|
339 |
|
|
|
|
|
Saltoun (18)(19)(26) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
13.75% PIK |
|
|
13.75 |
% |
|
4/11/2028 |
|
$ |
|
291 |
|
|
|
291 |
|
|
|
291 |
|
|
|
|
|
Saltoun (19)(26) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
13.75% PIK |
|
|
13.75 |
% |
|
4/11/2028 |
|
$ |
|
1,108 |
|
|
|
1,108 |
|
|
|
1,108 |
|
|
|
|
|
Hotel, Gaming & Leisure Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
42,086 |
|
|
$ |
39,023 |
|
|
|
3.4 |
% |
|||
32
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Media: Advertising, Printing & Publishing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kpler (6)(15)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
6.50% |
|
|
11.69 |
% |
|
3/3/2030 |
|
£ |
|
4,412 |
|
|
|
5,269 |
|
|
|
5,617 |
|
|
|
|
|
Kpler (6)(15)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.50% |
|
|
10.46 |
% |
|
3/3/2030 |
|
€ |
|
15,081 |
|
|
|
15,684 |
|
|
|
16,648 |
|
|
|
|
|
Kpler (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.50% |
|
|
10.46 |
% |
|
3/3/2030 |
|
€ |
|
3,346 |
|
|
|
3,547 |
|
|
|
3,694 |
|
|
|
|
|
TGI Sport Bidco Pty Ltd (6)(17)(19) |
|
First Lien Senior Secured Loan |
|
BBSW |
|
7.00% |
|
|
11.36 |
% |
|
4/30/2026 |
|
AUD |
|
98 |
|
|
|
76 |
|
|
|
67 |
|
|
|
|
|
TGI Sport Bidco Pty Ltd (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.11% |
|
|
12.47 |
% |
|
4/30/2026 |
|
AUD |
|
4,187 |
|
|
|
2,866 |
|
|
|
2,866 |
|
|
|
|
|
Media: Advertising, Printing & Publishing Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
27,442 |
|
|
$ |
28,892 |
|
|
|
2.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Media: Broadcasting & Subscription |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lightning Finco Limited (6)(16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.93% |
|
|
11.24 |
% |
|
8/31/2028 |
|
$ |
|
1,443 |
|
|
|
1,432 |
|
|
|
1,443 |
|
|
|
|
|
Lightning Finco Limited (6)(16)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
5.50% |
|
|
9.39 |
% |
|
8/31/2028 |
|
€ |
|
1,300 |
|
|
|
1,423 |
|
|
|
1,435 |
|
|
|
|
|
Media: Broadcasting & Subscription Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,855 |
|
|
$ |
2,878 |
|
|
|
0.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Media: Diversified & Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
9 Story Media Group Inc. (3)(6)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
CDOR |
|
5.25% |
|
|
10.67 |
% |
|
4/30/2026 |
|
CAD |
|
90 |
|
|
|
66 |
|
|
|
68 |
|
|
|
|
|
9 Story Media Group Inc. (6)(16)(19) |
|
First Lien Senior Secured Loan |
|
CDOR |
|
5.25% |
|
|
10.74 |
% |
|
4/30/2026 |
|
CAD |
|
1,279 |
|
|
|
991 |
|
|
|
966 |
|
|
|
|
|
9 Story Media Group Inc. (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
5.25% |
|
|
9.21 |
% |
|
4/30/2026 |
|
€ |
|
579 |
|
|
|
613 |
|
|
|
639 |
|
|
|
|
|
Aptus 1724 Gmbh (6)(19)(21) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.25% |
|
|
11.78 |
% |
|
2/23/2028 |
|
$ |
|
4,971 |
|
|
|
4,971 |
|
|
|
4,822 |
|
|
|
|
|
Efficient Collaborative Retail Marketing Company, LLC (7)(14)(15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.50% (1.50% PIK) |
|
|
14.45 |
% |
|
12/31/2025 |
|
$ |
|
11,099 |
|
|
|
10,103 |
|
|
|
7,408 |
|
|
|
|
|
Efficient Collaborative Retail Marketing Company, LLC (7)(14)(15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.50% (1.50% PIK) |
|
|
14.45 |
% |
|
12/31/2025 |
|
$ |
|
17,101 |
|
|
|
15,537 |
|
|
|
11,415 |
|
|
|
|
|
Efficient Collaborative Retail Marketing Company, LLC (3)(15)(19)(26) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.00% (1.50% PIK) |
|
|
11.95 |
% |
|
12/31/2025 |
|
$ |
|
111 |
|
|
|
111 |
|
|
|
111 |
|
|
|
|
|
Music Creation Group Bidco GmbH (6)(19)(21) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.25% |
|
|
11.78 |
% |
|
2/23/2028 |
|
$ |
|
4,065 |
|
|
|
3,990 |
|
|
|
3,943 |
|
|
|
|
|
Media: Diversified & Production Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
36,382 |
|
|
$ |
29,372 |
|
|
|
2.6 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Media: Publishing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OGH Bidco Limited (3)(6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
6.50% |
|
|
11.69 |
% |
|
6/29/2029 |
|
£ |
|
2,217 |
|
|
|
2,592 |
|
|
|
2,430 |
|
|
|
|
|
OGH Bidco Limited (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
6.50% |
|
|
11.69 |
% |
|
6/29/2029 |
|
£ |
|
139 |
|
|
|
164 |
|
|
|
168 |
|
|
|
|
|
Media: Publishing Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,756 |
|
|
$ |
2,598 |
|
|
|
0.2 |
% |
|||
33
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New Look Vision Group (6)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
CDOR |
|
5.50% |
|
|
10.93 |
% |
|
5/26/2028 |
|
CAD |
|
29 |
|
|
|
27 |
|
|
|
21 |
|
|
|
|
|
New Look Vision Group (2)(3)(5)(6)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
5/26/2026 |
|
CAD |
|
— |
|
|
|
(16 |
) |
|
|
(46 |
) |
|
|
|
||
New Look Vision Group (6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
CDOR |
|
5.50% |
|
|
10.93 |
% |
|
5/26/2028 |
|
CAD |
|
55 |
|
|
|
44 |
|
|
|
41 |
|
|
|
|
|
New Look Vision Group (6)(18)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
4.15% (2.00% PIK) |
|
|
11.50 |
% |
|
5/26/2028 |
|
$ |
|
383 |
|
|
|
383 |
|
|
|
374 |
|
|
|
|
|
Thrasio, LLC (7)(14)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
9.26% |
|
|
14.61 |
% |
|
12/18/2026 |
|
$ |
|
12,335 |
|
|
|
11,152 |
|
|
|
4,934 |
|
|
|
|
|
Retail Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,590 |
|
|
$ |
5,324 |
|
|
|
0.5 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Services: Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
ACAMS (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,337 |
|
|
|
3,337 |
|
|
|
2,454 |
|
|
|
|
||
AMCP Clean Acquisition Company, LLC (18) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.40% |
|
|
9.79 |
% |
|
6/16/2025 |
|
$ |
|
7,810 |
|
|
|
7,739 |
|
|
|
7,373 |
|
|
|
|
|
AMCP Clean Acquisition Company, LLC (18) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
4.40% |
|
|
9.79 |
% |
|
6/16/2025 |
|
$ |
|
2,246 |
|
|
|
2,229 |
|
|
|
2,121 |
|
|
|
|
|
Avalon Acquiror, Inc. (18)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.25% |
|
|
11.60 |
% |
|
3/10/2028 |
|
$ |
|
14,427 |
|
|
|
14,316 |
|
|
|
14,030 |
|
|
|
|
|
Avalon Acquiror, Inc. (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.25% |
|
|
11.62 |
% |
|
3/10/2028 |
|
$ |
|
5,042 |
|
|
|
4,909 |
|
|
|
4,811 |
|
|
|
|
|
Brook Bidco (6)(14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
5,675 |
|
|
|
7,783 |
|
|
|
8,443 |
|
|
|
|
||
Brook Bidco (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
7.37% PIK |
|
|
12.56 |
% |
|
7/10/2028 |
|
£ |
|
784 |
|
|
|
1,059 |
|
|
|
997 |
|
|
|
|
|
Caribou Bidco Limited (3)(6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
5.25% |
|
|
10.44 |
% |
|
2/1/2029 |
|
£ |
|
16 |
|
|
|
20 |
|
|
|
20 |
|
|
|
|
|
Chamber Bidco Limited (6)(17)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.25% |
|
|
11.57 |
% |
|
6/7/2028 |
|
$ |
|
213 |
|
|
|
211 |
|
|
|
213 |
|
|
|
|
|
Darcy Partners (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
359 |
|
|
|
360 |
|
|
|
343 |
|
|
|
|
||
Darcy Partners (19)(32) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.75% |
|
|
13.12 |
% |
|
6/1/2028 |
|
$ |
|
1,511 |
|
|
|
1,498 |
|
|
|
1,496 |
|
|
|
|
|
Darcy Partners (2)(3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
6/1/2028 |
|
$ |
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
|
||
Elevator Holdco Inc. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
2,448 |
|
|
|
4,318 |
|
|
|
|
||
iBanFirst (6)(19)(26)(32) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
10.00% PIK |
|
|
13.91 |
% |
|
7/13/2028 |
|
€ |
|
3,194 |
|
|
|
3,295 |
|
|
|
3,526 |
|
|
|
|
|
iBanFirst (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
10.00% PIK |
|
|
13.91 |
% |
|
7/13/2028 |
|
€ |
|
92 |
|
|
|
96 |
|
|
|
101 |
|
|
|
|
|
iBanFirst (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
10.00% PIK |
|
|
13.91 |
% |
|
7/13/2028 |
|
€ |
|
3,357 |
|
|
|
3,412 |
|
|
|
3,705 |
|
|
|
|
|
iBanFirst Facility (6)(14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
7,112 |
|
|
|
8,136 |
|
|
|
20,328 |
|
|
|
|
||
ImageTrend (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
7.75% |
|
|
13.13 |
% |
|
1/31/2029 |
|
$ |
|
20,000 |
|
|
|
19,729 |
|
|
|
20,000 |
|
|
|
|
|
ImageTrend (3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
1/31/2029 |
|
$ |
|
— |
|
|
|
(51 |
) |
|
|
— |
|
|
|
|
||
Learning Pool (6)(16)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.51% PIK |
|
|
12.81 |
% |
|
7/7/2028 |
|
£ |
|
313 |
|
|
|
407 |
|
|
|
413 |
|
|
|
|
|
Learning Pool (6)(16)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.51% PIK |
|
|
12.81 |
% |
|
7/7/2028 |
|
£ |
|
112 |
|
|
|
145 |
|
|
|
148 |
|
|
|
|
|
masLabor (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
173 |
|
|
|
173 |
|
|
|
772 |
|
|
|
|
||
34
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Services: Business Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
masLabor (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.50% |
|
|
12.83 |
% |
|
7/1/2027 |
|
$ |
|
8,405 |
|
|
|
8,228 |
|
|
|
8,405 |
|
|
|
|
|
Opus2 (6)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2,272 |
|
|
|
2,900 |
|
|
|
3,447 |
|
|
|
|
||
Opus2 (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
5.03% |
|
|
10.22 |
% |
|
5/5/2028 |
|
£ |
|
123 |
|
|
|
168 |
|
|
|
156 |
|
|
|
|
|
Parcel2Go (3)(6)(18)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
3.00% (3.00% PIK) |
|
|
11.19 |
% |
|
7/17/2028 |
|
£ |
|
39 |
|
|
|
51 |
|
|
|
44 |
|
|
|
|
|
Parcel2Go (6)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,605 |
|
|
|
4,237 |
|
|
|
2,231 |
|
|
|
|
||
Parcel2Go (6)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
3.25% (3.00% PIK) |
|
|
11.44 |
% |
|
7/17/2028 |
|
£ |
|
126 |
|
|
|
171 |
|
|
|
150 |
|
|
|
|
|
Refine Intermediate, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.60% |
|
|
9.95 |
% |
|
3/3/2027 |
|
$ |
|
1,037 |
|
|
|
1,024 |
|
|
|
1,037 |
|
|
|
|
|
Refine Intermediate, Inc. (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
9/3/2026 |
|
$ |
|
— |
|
|
|
(55 |
) |
|
|
— |
|
|
|
|
||
Smartronix (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.85% |
|
|
11.57 |
% |
|
11/23/2028 |
|
$ |
|
12,508 |
|
|
|
12,326 |
|
|
|
12,383 |
|
|
|
|
|
Smartronix (2)(3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
11/23/2027 |
|
$ |
|
— |
|
|
|
(88 |
) |
|
|
(63 |
) |
|
|
|
||
Smartronix (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.10% |
|
|
11.59 |
% |
|
11/23/2028 |
|
$ |
|
3,697 |
|
|
|
3,607 |
|
|
|
3,660 |
|
|
|
|
|
Smartronix (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.35% |
|
|
11.76 |
% |
|
11/23/2028 |
|
$ |
|
8,209 |
|
|
|
8,009 |
|
|
|
8,127 |
|
|
|
|
|
Spring Finco BV (3)(6)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
7/15/2029 |
|
NOK |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
SumUp Holdings Luxembourg S.à.r.l. (6)(19)(32) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
8.25% |
|
|
12.21 |
% |
|
2/17/2026 |
|
€ |
|
6,805 |
|
|
|
8,145 |
|
|
|
7,512 |
|
|
|
|
|
TEI Holdings Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.25% |
|
|
10.76 |
% |
|
12/23/2026 |
|
$ |
|
24,925 |
|
|
|
24,712 |
|
|
|
24,925 |
|
|
|
|
|
TEI Holdings Inc. (3)(5)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
12/23/2025 |
|
$ |
|
— |
|
|
|
(40 |
) |
|
|
— |
|
|
|
|
||
Services: Business Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
154,646 |
|
|
$ |
167,623 |
|
|
|
14.7 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Services: Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MZR Aggregator (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
798 |
|
|
|
586 |
|
|
|
|
||
MZR Buyer, LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.75% |
|
|
12.21 |
% |
|
12/22/2026 |
|
$ |
|
11,903 |
|
|
|
11,766 |
|
|
|
11,903 |
|
|
|
|
|
MZR Buyer, LLC (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
7.00% |
|
|
12.18 |
% |
|
12/22/2026 |
|
$ |
|
2,952 |
|
|
|
2,900 |
|
|
|
2,952 |
|
|
|
|
|
Surrey Bidco Limited (6)(17)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
7.28% PIK |
|
|
11.46 |
% |
|
5/11/2026 |
|
£ |
|
61 |
|
|
|
68 |
|
|
|
62 |
|
|
|
|
|
Zeppelin BidCo Pty Limited (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
BBSY |
|
5.00% |
|
|
9.15 |
% |
|
7/12/2024 |
|
AUD |
|
206 |
|
|
|
143 |
|
|
|
140 |
|
|
|
|
|
Services: Consumer Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,675 |
|
|
$ |
15,643 |
|
|
|
1.4 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
DC Blox Inc. (14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,822 |
|
|
|
3,851 |
|
|
|
5,040 |
|
|
|
|
||
DC Blox Inc. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
124 |
|
|
|
1 |
|
|
|
— |
|
|
|
|
||
DC Blox Inc. (14)(19)(25) |
|
Warrants |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
177 |
|
|
|
2 |
|
|
|
— |
|
|
|
|
||
DC Blox Inc. (15)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
4.00% (4.00% PIK) |
|
|
14.49 |
% |
|
3/22/2026 |
|
$ |
|
32,879 |
|
|
|
32,724 |
|
|
|
32,879 |
|
|
|
|
|
Meriplex Communications, Ltd. (16)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.00% |
|
|
10.46 |
% |
|
7/17/2028 |
|
$ |
|
12,163 |
|
|
|
11,964 |
|
|
|
12,041 |
|
|
|
|
|
Meriplex Communications, Ltd. (3)(16)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
5.10% |
|
|
10.42 |
% |
|
7/17/2028 |
|
$ |
|
7,261 |
|
|
|
7,128 |
|
|
|
7,139 |
|
|
|
|
|
Meriplex Communications, Ltd. (2)(3)(5)(16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
5.10% |
|
|
10.42 |
% |
|
7/17/2028 |
|
$ |
|
— |
|
|
|
(43 |
) |
|
|
(28 |
) |
|
|
|
|
Taoglas (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
2,259 |
|
|
|
2,259 |
|
|
|
1,999 |
|
|
|
|
||
Taoglas (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.25% |
|
|
12.60 |
% |
|
2/28/2029 |
|
$ |
|
10,080 |
|
|
|
9,986 |
|
|
|
9,727 |
|
|
|
|
|
Taoglas (2)(3)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
2/28/2029 |
|
$ |
|
— |
|
|
|
— |
|
|
|
(127 |
) |
|
|
|
||
Taoglas (3)(6)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
7.25% |
|
|
12.61 |
% |
|
2/28/2029 |
|
$ |
|
807 |
|
|
|
807 |
|
|
|
760 |
|
|
|
|
|
Taoglas (6)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.25% |
|
|
12.60 |
% |
|
2/28/2029 |
|
$ |
|
453 |
|
|
|
441 |
|
|
|
437 |
|
|
|
|
|
Telecommunications Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
69,120 |
|
|
$ |
69,867 |
|
|
|
6.1 |
% |
||
35
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transportation: Cargo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
A&R Logistics, Inc. (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.00% |
|
|
11.48 |
% |
|
5/5/2025 |
|
$ |
|
2,374 |
|
|
|
2,359 |
|
|
|
2,362 |
|
|
|
|
|
A&R Logistics, Inc. (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.50% |
|
|
11.98 |
% |
|
5/5/2025 |
|
$ |
|
2,661 |
|
|
|
2,651 |
|
|
|
2,661 |
|
|
|
|
|
A&R Logistics, Inc. (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.00% |
|
|
11.48 |
% |
|
5/5/2025 |
|
$ |
|
5,852 |
|
|
|
5,824 |
|
|
|
5,823 |
|
|
|
|
|
A&R Logistics, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.00% |
|
|
11.48 |
% |
|
5/5/2025 |
|
$ |
|
12,978 |
|
|
|
12,899 |
|
|
|
12,913 |
|
|
|
|
|
A&R Logistics, Inc. (3)(15)(19)(24) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.00% |
|
|
11.45 |
% |
|
5/5/2025 |
|
$ |
|
2,597 |
|
|
|
2,514 |
|
|
|
2,567 |
|
|
|
|
|
ARL Holdings, LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
— |
|
|
|
445 |
|
|
|
701 |
|
|
|
|
||
ARL Holdings, LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
9 |
|
|
|
9 |
|
|
|
166 |
|
|
|
|
||
Grammer Investment Holdings LLC (14)(19)(25) |
|
Warrants |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
122 |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Grammer Investment Holdings LLC (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,011 |
|
|
|
1,019 |
|
|
|
546 |
|
|
|
|
||
Grammer Investment Holdings LLC (19)(25) |
|
Preferred Equity |
|
— |
|
10.00% |
|
|
10.00 |
% |
|
— |
|
|
|
10 |
|
|
|
792 |
|
|
|
1,009 |
|
|
|
|
|
Grammer Purchaser, Inc. (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.00% |
|
|
10.39 |
% |
|
9/30/2024 |
|
$ |
|
3,790 |
|
|
|
3,730 |
|
|
|
3,790 |
|
|
|
|
|
Grammer Purchaser, Inc. (3)(15)(19)(29) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
4.85% |
|
|
10.21 |
% |
|
9/30/2024 |
|
$ |
|
591 |
|
|
|
591 |
|
|
|
591 |
|
|
|
|
|
Gulf Winds International (18)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.10% |
|
|
12.46 |
% |
|
12/16/2028 |
|
$ |
|
12,128 |
|
|
|
11,808 |
|
|
|
12,127 |
|
|
|
|
|
Gulf Winds International (3)(5)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
— |
|
|
12/16/2028 |
|
$ |
|
— |
|
|
|
(131 |
) |
|
|
— |
|
|
|
|
||
Omni Intermediate (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.15% |
|
|
10.54 |
% |
|
11/23/2026 |
|
$ |
|
1,662 |
|
|
|
1,657 |
|
|
|
1,662 |
|
|
|
|
|
Omni Intermediate (3)(15)(19)(22) |
|
First Lien Senior Secured Loan - Revolver |
|
P |
|
4.00% |
|
|
12.50 |
% |
|
11/30/2026 |
|
$ |
|
572 |
|
|
|
572 |
|
|
|
572 |
|
|
|
|
|
Omni Intermediate (15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
9.15% |
|
|
14.54 |
% |
|
12/30/2027 |
|
$ |
|
8,770 |
|
|
|
8,768 |
|
|
|
8,771 |
|
|
|
|
|
REP Coinvest III- A Omni, L.P. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,377 |
|
|
|
1,377 |
|
|
|
2,060 |
|
|
|
|
||
RoadOne (18)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.25% |
|
|
11.72 |
% |
|
12/29/2028 |
|
$ |
|
12,128 |
|
|
|
11,808 |
|
|
|
12,128 |
|
|
|
|
|
RoadOne (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.25% |
|
|
11.72 |
% |
|
12/29/2028 |
|
$ |
|
267 |
|
|
|
157 |
|
|
|
267 |
|
|
|
|
|
RoadOne (3)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.25% |
|
|
11.72 |
% |
|
12/29/2028 |
|
$ |
|
948 |
|
|
|
902 |
|
|
|
948 |
|
|
|
|
|
Transportation: Cargo Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
69,751 |
|
|
$ |
71,664 |
|
|
|
6.3 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transportation: Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
PrimeFlight Acquisition LLC (15)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.85% |
|
|
12.28 |
% |
|
5/1/2029 |
|
$ |
|
15,406 |
|
|
|
15,114 |
|
|
|
15,406 |
|
|
|
|
|
PrimeFlight Acquisition LLC (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.85% |
|
|
12.20 |
% |
|
5/1/2029 |
|
$ |
|
843 |
|
|
|
843 |
|
|
|
843 |
|
|
|
|
|
Toro Private Investments II, L.P. (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,090 |
|
|
|
3,090 |
|
|
|
— |
|
|
|
|
||
Transportation: Consumer Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,047 |
|
|
$ |
16,249 |
|
|
|
1.4 |
% |
||
36
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Abracon Group Holding, LLC. (18)(19)(29) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.00% |
|
|
11.54 |
% |
|
7/6/2028 |
|
$ |
|
14,212 |
|
|
|
14,066 |
|
|
|
12,436 |
|
|
|
|
|
Abracon Group Holding, LLC. (16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.00% |
|
|
11.57 |
% |
|
7/6/2028 |
|
$ |
|
2,018 |
|
|
|
1,988 |
|
|
|
1,766 |
|
|
|
|
|
Abracon Group Holding, LLC. (2)(3)(5)(16)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
7/6/2028 |
|
$ |
|
— |
|
|
|
(31 |
) |
|
|
(278 |
) |
|
|
|
||
Blackbird Purchaser, Inc. (16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.50% |
|
|
10.86 |
% |
|
12/19/2030 |
|
$ |
|
5,418 |
|
|
|
5,418 |
|
|
|
5,418 |
|
|
|
|
|
Hultec (14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1 |
|
|
|
651 |
|
|
|
639 |
|
|
|
|
||
SureWerx (3)(5)(16)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
12/28/2029 |
|
$ |
|
— |
|
|
|
(26 |
) |
|
|
— |
|
|
|
|
||
SureWerx (3)(16)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.75% |
|
|
12.11 |
% |
|
12/29/2028 |
|
$ |
|
577 |
|
|
|
554 |
|
|
|
577 |
|
|
|
|
|
Wholesale Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
22,620 |
|
|
$ |
20,558 |
|
|
|
1.8 |
% |
||
Non-Controlled/Non-Affiliate Investments Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,615,061 |
|
|
$ |
1,593,360 |
|
|
|
140.2 |
% |
||
37
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Non-Controlled/Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ansett Aviation Training (6)(10)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
5,119 |
|
|
|
3,842 |
|
|
|
7,516 |
|
|
|
|
||
Ansett Aviation Training (6)(10)(18)(19) |
|
First Lien Senior Secured Loan |
|
BBSY |
|
4.69% |
|
|
9.19 |
% |
|
9/24/2031 |
|
AUD |
|
7,072 |
|
|
|
5,308 |
|
|
|
4,817 |
|
|
|
|
|
Aerospace & Defense Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,150 |
|
|
$ |
12,333 |
|
|
|
1.1 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beverage, Food & Tobacco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
ADT Pizza, LLC (10)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
6,720 |
|
|
|
6,732 |
|
|
|
12,801 |
|
|
|
|
||
Beverage, Food & Tobacco Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,732 |
|
|
$ |
12,801 |
|
|
|
1.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Goods: Durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Walker Edison (10)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
60 |
|
|
|
5,592 |
|
|
|
421 |
|
|
|
|
||
Walker Edison (10)(15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.85% PIK |
|
|
12.21 |
% |
|
3/31/2027 |
|
$ |
|
5,972 |
|
|
|
5,972 |
|
|
|
5,972 |
|
|
|
|
|
Walker Edison (10)(15)(19)(26) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
6.35% PIK |
|
|
11.71 |
% |
|
3/31/2027 |
|
$ |
|
3,182 |
|
|
|
3,182 |
|
|
|
3,182 |
|
|
|
|
|
Walker Edison (3)(10)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
— |
|
— |
|
— |
|
|
3/31/2027 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Walker Edison (10)(18)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.85% PIK |
|
|
12.21 |
% |
|
3/31/2027 |
|
$ |
|
821 |
|
|
|
821 |
|
|
|
821 |
|
|
|
|
|
Consumer Goods: Durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,567 |
|
|
$ |
10,396 |
|
|
|
0.9 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Energy: Oil & Gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,198 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
||
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
3,618 |
|
|
|
1,106 |
|
|
|
3,498 |
|
|
|
|
||
Energy: Oil & Gas Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,107 |
|
|
$ |
3,499 |
|
|
|
0.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
FIRE: Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
BCC Middle Market CLO 2018-1, LLC (6)(10)(19)(25) |
|
Structured Products |
|
— |
|
— |
|
— |
|
|
10/20/2030 |
|
|
|
25,635 |
|
|
|
24,050 |
|
|
|
22,618 |
|
|
|
|
||
Fire: Finance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
24,050 |
|
|
$ |
22,618 |
|
|
|
2.0 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transportation: Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct Travel, Inc. (10)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
68 |
|
|
|
— |
|
|
|
10,280 |
|
|
|
|
||
Direct Travel, Inc. (10)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.65% (2.00% PIK) |
|
|
12.00 |
% |
|
10/2/2025 |
|
$ |
|
59,944 |
|
|
|
59,944 |
|
|
|
59,944 |
|
|
|
|
|
Direct Travel, Inc. (10)(18)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
4.65% (2.00% PIK) |
|
|
12.00 |
% |
|
10/2/2025 |
|
$ |
|
3,500 |
|
|
|
3,500 |
|
|
|
3,500 |
|
|
|
|
|
Direct Travel, Inc. (10)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.65% |
|
|
12.00 |
% |
|
10/2/2025 |
|
$ |
|
4,841 |
|
|
|
4,841 |
|
|
|
4,841 |
|
|
|
|
|
Direct Travel, Inc. (10)(18)(19)(26)(28) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
4.65% (2.00% PIK) |
|
|
12.00 |
% |
|
10/2/2025 |
|
$ |
|
1,782 |
|
|
|
1,782 |
|
|
|
1,782 |
|
|
|
|
|
Direct Travel, Inc. (10)(18)(19)(28) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.15% |
|
|
11.50 |
% |
|
10/2/2025 |
|
$ |
|
202 |
|
|
|
202 |
|
|
|
202 |
|
|
|
|
|
Direct Travel, Inc. (3)(10)(18)(19)(28) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
6.15% |
|
|
11.50 |
% |
|
10/2/2025 |
|
$ |
|
5,775 |
|
|
|
5,775 |
|
|
|
5,775 |
|
|
|
|
|
Transportation: Consumer Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
76,044 |
|
|
$ |
86,324 |
|
|
|
7.6 |
% |
||
Non-Controlled/Affiliate Investments Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
132,650 |
|
|
$ |
147,971 |
|
|
|
13.0 |
% |
||
38
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of |
|
||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
NAV (4) |
|
||||||
Controlled Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
BCC Jetstream Holdings Aviation (Off I), LLC (6)(10)(11)(14)(19)(20)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
11,863 |
|
|
|
11,863 |
|
|
|
10,944 |
|
|
|
|
||
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(19)(20)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
1,116 |
|
|
|
1,116 |
|
|
|
— |
|
|
|
|
||
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(19)(20) |
|
First Lien Senior Secured Loan |
|
— |
|
10.00% |
|
10.00% |
|
|
6/2/2024 |
|
$ |
|
8,013 |
|
|
|
8,012 |
|
|
|
6,619 |
|
|
|
|
||
Gale Aviation (Offshore) Co (6)(10)(11)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
89,295 |
|
|
|
89,294 |
|
|
|
88,419 |
|
|
|
|
||
Aerospace & Defense Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
110,285 |
|
|
$ |
105,982 |
|
|
|
9.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
FIRE: Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
1 |
|
|
|
810 |
|
|
|
810 |
|
|
|
|
|||
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25) |
|
Preferred Equity |
|
— |
|
— |
|
— |
|
|
— |
|
|
35 |
|
|
|
34,875 |
|
|
|
34,875 |
|
|
|
|
|||
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
FIRE: Finance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
35,685 |
|
|
$ |
35,685 |
|
|
|
3.1 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment Vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bain Capital Senior Loan Program, LLC (6)(10)(11)(19) |
|
Subordinated Note Investment Vehicles |
|
— |
|
10.00% |
|
|
10.00 |
% |
|
12/27/2033 |
|
$ |
|
115,995 |
|
|
|
115,995 |
|
|
|
115,995 |
|
|
|
|
|
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25) |
|
Preferred Equity Interest Investment Vehicles |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
10 |
|
|
|
10 |
|
|
|
(1,793 |
) |
|
|
|
||
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25) |
|
Equity Interest Investment Vehicles |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
10 |
|
|
|
5,594 |
|
|
|
(379 |
) |
|
|
|
||
International Senior Loan Program, LLC (6)(10)(11)(15)(19) |
|
Subordinated Note Investment Vehicles |
|
SOFR |
|
8.00% |
|
|
13.55 |
% |
|
2/22/2028 |
|
$ |
|
190,729 |
|
|
|
190,729 |
|
|
|
190,729 |
|
|
|
|
|
International Senior Loan Program, LLC (6)(10)(11)(25) |
|
Equity Interest Investment Vehicles |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
63,587 |
|
|
|
60,615 |
|
|
|
66,140 |
|
|
|
|
||
Investment Vehicles Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
372,943 |
|
|
$ |
370,692 |
|
|
|
32.7 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transportation: Cargo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lightning Holdings B, LLC (6)(10)(11)(14)(19)(25) |
|
Equity Interest |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
34,899 |
|
|
|
35,210 |
|
|
|
44,653 |
|
|
|
|
||
Transportation: Cargo Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
35,210 |
|
|
$ |
44,653 |
|
|
|
3.9 |
% |
|||
Controlled Affiliate Investments Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
554,123 |
|
|
$ |
557,012 |
|
|
|
49.0 |
% |
|||
Investments Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,301,834 |
|
|
$ |
2,298,343 |
|
|
|
202.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goldman Sachs Financial Square Government Fund Institutional Share Class |
|
Cash Equivalents |
|
|
|
— |
|
|
5.25 |
% |
|
— |
|
$ |
|
19,292 |
|
|
|
19,292 |
|
|
|
19,292 |
|
|
|
|
|
Goldman Sachs US Treasury Liquid Reserves Fund (30) |
|
Cash Equivalents |
|
|
|
— |
|
|
5.25 |
% |
|
— |
|
$ |
|
54,378 |
|
|
|
54,378 |
|
|
|
54,378 |
|
|
|
|
|
Cash Equivalents Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
73,670 |
|
|
$ |
73,670 |
|
|
|
6.5 |
% |
||
Investments and Cash Equivalents Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,375,504 |
|
|
$ |
2,372,013 |
|
|
|
208.7 |
% |
||
39
Forward Foreign Currency Exchange Contracts
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
Unrealized |
|
||
Currency Purchased |
Currency Sold |
|
Counterparty |
|
Settlement Date |
|
Appreciation(8) |
|
|||
US DOLLARS 78 |
|
EURO 0 |
|
Bank of New York Mellon |
|
1/18/2024 |
|
$ |
|
77 |
|
US DOLLARS 367 |
|
EURO 0 |
|
Bank of New York Mellon |
|
1/24/2024 |
|
|
|
366 |
|
US DOLLARS 1,082 |
|
NORWEGIAN KRONE 2,060 |
|
Citibank |
|
1/26/2024 |
|
|
|
879 |
|
US DOLLARS 10 |
|
EURO 0 |
|
Bank of New York Mellon |
|
2/7/2024 |
|
|
|
(10 |
) |
US DOLLARS 1,990 |
|
AUSTRALIAN DOLLARS 3,080 |
|
Bank of New York Mellon |
|
2/12/2024 |
|
|
|
(113 |
) |
US DOLLARS 9,711 |
|
AUSTRALIAN DOLLARS 13,980 |
|
Bank of New York Mellon |
|
3/5/2024 |
|
|
|
167 |
|
US DOLLARS 41 |
|
POUND STERLING 0 |
|
Bank of New York Mellon |
|
3/5/2024 |
|
|
|
(41 |
) |
US DOLLARS 1,866 |
|
CANADIAN DOLLAR 2,440 |
|
Bank of New York Mellon |
|
3/5/2024 |
|
|
|
15 |
|
US DOLLARS 52,372 |
|
EURO 48,560 |
|
Bank of New York Mellon |
|
3/5/2024 |
|
|
|
(1,407 |
) |
US DOLLARS 40 |
|
POUND STERLING 0 |
|
Bank of New York Mellon |
|
3/15/2024 |
|
|
|
(40 |
) |
US DOLLARS 10,773 |
|
EURO 9,890 |
|
Bank of New York Mellon |
|
5/17/2024 |
|
|
|
(213 |
) |
US DOLLARS 94 |
|
POUND STERLING 0 |
|
Bank of New York Mellon |
|
6/21/2024 |
|
|
|
94 |
|
US DOLLARS 356 |
|
POUND STERLING 0 |
|
Bank of New York Mellon |
|
6/24/2024 |
|
|
|
360 |
|
US DOLLARS 6,998 |
|
POUND STERLING 5,830 |
|
Citibank |
|
6/24/2024 |
|
|
|
(427 |
) |
US DOLLARS 10,567 |
|
POUND STERLING 8,290 |
|
Bank of New York Mellon |
|
8/5/2024 |
|
|
|
9 |
|
US DOLLARS 1,338 |
|
CANADIAN DOLLAR 1,790 |
|
Bank of New York Mellon |
|
12/13/2024 |
|
|
|
(19 |
) |
US DOLLARS 30,865 |
|
POUND STERLING 25,560 |
|
Citibank |
|
1/9/2025 |
|
|
|
(1,765 |
) |
US DOLLARS 4,483 |
|
EURO 4,000 |
|
Bank of New York Mellon |
|
1/9/2025 |
|
|
|
(9 |
) |
US DOLLARS 9 |
|
POUND STERLING 0 |
|
Bank of New York Mellon |
|
6/10/2025 |
|
|
|
9 |
|
US DOLLARS 5,309 |
|
EURO 4,800 |
|
Bank of New York Mellon |
|
6/10/2025 |
|
|
|
(115 |
) |
US DOLLARS 5,371 |
|
EURO 5,000 |
|
Bank of New York Mellon |
|
6/13/2025 |
|
|
|
(280 |
) |
US DOLLARS 2,762 |
|
AUSTRALIAN DOLLARS 3,739 |
|
Bank of New York Mellon |
|
7/28/2025 |
|
|
|
203 |
|
|
|
|
|
|
|
|
|
$ |
|
(2,260 |
) |
40
|
|
|
Investment |
|
Acquisition Date |
ACAMS |
|
3/10/2022 |
ADT Pizza, LLC |
|
10/29/2018 |
Ansett Aviation Training |
|
3/24/2022 |
Apollo Intelligence |
|
6/1/2022 |
Appriss Holdings, Inc. |
|
5/3/2021 |
AQ Software Corporation |
|
12/10/2021 |
AQ Software Corporation |
|
4/14/2022 |
AQ Software Corporation |
|
12/29/2022 |
ARL Holdings, LLC |
|
5/3/2019 |
AXH Air Coolers |
|
10/31/2023 |
Bain Capital Senior Loan Program, LLC |
|
12/27/2021 |
BCC Jetstream Holdings Aviation (Off I), LLC |
|
6/1/2017 |
BCC Jetstream Holdings Aviation (On II), LLC |
|
6/1/2017 |
BCC Middle Market CLO 2018-1, LLC |
|
2/28/2022 |
Blackbrush Oil & Gas, L.P. |
|
9/3/2020 |
Brook Bidco |
|
7/8/2021 |
CB Titan Holdings, Inc. |
|
5/1/2017 |
Cloud Technology Solutions (CTS) |
|
12/15/2022 |
Congress Wealth |
|
6/30/2023 |
Darcy Partners |
|
6/1/2022 |
DC Blox Inc. |
|
3/22/2021 |
DC Blox Inc. |
|
3/23/2021 |
Direct Travel, Inc. |
|
10/2/2020 |
Eagle Rock Capital Corporation |
|
12/9/2021 |
East BCC Coinvest II, LLC |
|
7/23/2019 |
Elevator Holdco Inc. |
|
12/23/2019 |
Eleven Software |
|
4/25/2022 |
Elk Parent Holdings, LP |
|
11/1/2019 |
FCG Acquisitions, Inc. |
|
1/24/2019 |
Fineline Technologies, Inc. |
|
2/22/2021 |
41
|
|
|
Investment |
|
Acquisition Date |
Gale Aviation (Offshore) Co |
|
1/2/2019 |
Gills Point S |
|
5/17/2023 |
Gluware |
|
10/15/2021 |
Grammer Investment Holdings LLC |
|
10/1/2018 |
HealthDrive |
|
8/18/2023 |
Hultec |
|
3/31/2023 |
iBanFirst Facility |
|
7/13/2021 |
Insigneo Financial Group LLC |
|
8/1/2022 |
International Senior Loan Program, LLC |
|
2/22/2021 |
Kellstrom Aerospace Group, Inc |
|
7/1/2019 |
Legacy Corporate Lending HoldCo, LLC |
|
4/21/2023 |
Lightning Holdings B, LLC |
|
1/2/2020 |
masLabor |
|
7/1/2021 |
MZR Aggregator |
|
12/22/2020 |
NPC International, Inc. |
|
4/1/2021 |
Opus2 |
|
6/16/2021 |
Parcel2Go |
|
7/15/2021 |
PPX |
|
7/29/2021 |
Precision Ultimate Holdings, LLC |
|
11/6/2019 |
REP Coinvest III- A Omni, L.P. |
|
2/5/2021 |
Revalize, Inc. |
|
12/29/2022 |
Robinson Helicopter |
|
6/30/2022 |
Service Master |
|
8/16/2021 |
Service Master |
|
7/15/2021 |
Superna Inc. |
|
3/8/2022 |
Taoglas |
|
2/28/2023 |
Titan Cloud Software, Inc |
|
11/4/2022 |
TLC Holdco LP |
|
10/11/2019 |
Toro Private Investments II, L.P. |
|
4/2/2019 |
Utimaco |
|
6/28/2022 |
Ventiv Topco, Inc. |
|
9/3/2019 |
Walker Edison |
|
3/1/2023 |
WSP |
|
8/31/2021 |
See Notes to Consolidated Financial Statements
42
BAIN CAPITAL SPECIALTY FINANCE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
(Unaudited)
Note 1. Organization
Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) was formed on October 5, 2015 and commenced investment operations on October 13, 2016. The Company has elected to be treated and is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes the Company has elected to be treated and intends to operate in a manner so as to continuously qualify as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by BCSF Advisors, LP (the “Advisor” or “BCSF Advisors”), our investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator” or “BCSF Advisors”).
On November 19, 2018, the Company closed its initial public offering (the “IPO”), which was a Qualified IPO, issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.
The Company’s primary focus is capitalizing on opportunities within its Advisor’s Senior Direct Lending Strategy, which seeks to provide risk-adjusted returns and current income to its stockholders by investing primarily in middle-market companies with between $10.0 million and $150.0 million in EBITDA. The Company focuses on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. The Company generally seeks to retain voting control in respect of the loans or particular classes of securities in which the Company invests through maintaining affirmative voting positions or negotiating consent rights that allow the Company to retain a blocking position. The Company may also invest in mezzanine debt and other junior securities and in secondary purchases of assets or portfolios, as described below. Investments are likely to include, among other things, (i) senior first lien, stretch senior, senior second lien, unitranche, (ii) mezzanine debt and other junior investments and (iii) secondary purchases of assets or portfolios that primarily consist of middle-market corporate debt. The Company may also invest, from time to time, in equity securities, distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.
Our operations comprise only a single reportable segment.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). The functional currency of the Company is U.S. dollars and these consolidated financial statements have been prepared in that currency. Certain prior period information has been reclassified to conform to the current period presentation and this had no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.
The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Basis of Consolidation
The Company will generally consolidate any wholly, or substantially, owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Company’s investment operations and to facilitate the execution of the Company’s investment strategy. Accordingly, the Company consolidated the results of its subsidiaries BCSF I, BCSF II C, BCSF CFSH, LLC, BCSF CFS,
43
LLC and BCC Middle Market CLO 2019‑1, LLC in its consolidated financial statements. All intercompany transactions and balances have been eliminated in consolidation. Since the Company is an investment company, portfolio investments held by the Company are not consolidated into the consolidated financial statements. The portfolio investments held by the Company (including its investments held by consolidated subsidiaries) are included on the consolidated statements of assets and liabilities as investments at fair value.
Use of Estimates
The preparation of the consolidated financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
Valuation of Portfolio Investments
The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Company's Board of Directors (the “Board”). The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.
Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board designates the Advisor as Valuation Designee to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value.
With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparable company multiple models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist it in its 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 differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:
In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.
44
The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value in accordance with US GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:
A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.
Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.
The fair value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.
Securities Transactions, Revenue Recognition and Expenses
The Company records its investment transactions on a trade date basis. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specified identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Commitment fees are recorded on an accrual basis and recognized as interest income. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized against or accreted into interest income using the effective interest method or straight-line method, as applicable. For the Company’s investments in revolving bank loans, the cost basis of the investment purchased is adjusted for the cash received for the discount on the total balance committed. The fair value is also adjusted for price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative value until it is offset by the future amounts called and funded. Upon prepayment of a loan or debt security, any prepayment premium, unamortized upfront loan origination fees and unamortized discount are recorded as interest income.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Distributions received from an equity interest, limited liability company or a limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.
45
Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.
Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.
Expenses are recorded on an accrual basis.
Non-Accrual Loans
Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of June 30, 2024, there were five loans from three issuers on non-accrual. As of December 31, 2023, there were five loans from three issuers on non-accrual.
Distributions
Distributions to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each quarter, and is generally based upon the earnings estimated by the Advisor. Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with US GAAP. The Company may pay distributions to its stockholders in a year in excess of its investment company taxable income and net capital gain for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. This excess generally would be a tax-free return of capital in the period and generally would reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent; they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses.
The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax and pay a 4% tax on such income, as required. To the extent that we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax, if any, on estimated excess taxable income as such taxable income is earned. For the three months ended June 30, 2024 and 2023, we recorded an expense of $1.1 million and $0.8 million, respectively for U.S. federal excise tax. For the six months ended June 30, 2024 and 2023, we recorded an expense of $2.1 million and $1.3 million, respectively for U.S. federal excise tax.
The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.
The Company distributes net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to stockholders.
Dividend Reinvestment Plan
The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.
46
Offering Costs
Offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, legal, printing and other costs associated with the preparation and filing of applicable registration statements. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of paid-in-capital upon each such offering.
Cash, Restricted Cash, and Cash Equivalents
Cash and cash equivalents consist of deposits held at custodian banks, and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost or amortized cost, which approximates fair value. The Company may deposit its cash and cash equivalents in financial institutions and, at certain times, such balances may exceed the Federal Deposit Insurance Corporation insurance limits. Cash equivalents are presented separately on the consolidated schedules of investments. Restricted cash is collected and held by the trustee who has been appointed as custodian of the assets securing certain of the Company’s financing transactions.
Foreign Currency Translation
The accounting records of the Company are maintained in U.S. dollars. The fair values of foreign securities, foreign cash and other assets and liabilities denominated in foreign currency are translated to U.S. dollars based on the current exchange rates at the end of each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. Unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized appreciation on foreign currency translation on the consolidated statements of operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the consolidated statements of operations. The portion of both realized and unrealized gains and losses on investments that result from changes in foreign currency exchange rates is not separately disclosed, but is included in net realized gain (loss) on investments and net change in unrealized appreciation on investments, respectively, on the consolidated statements of operations.
Forward Currency Exchange Contracts
The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. A forward currency exchange contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The Company does not utilize hedge accounting and as such the Company recognizes the value of its derivatives at fair value on the consolidated statements of assets and liabilities with changes in the net unrealized appreciation on forward currency exchange contracts recorded on the consolidated statements of operations. Forward currency exchange contracts are valued using the prevailing forward currency exchange rate of the underlying currencies. Unrealized appreciation on forward currency exchange contracts are recorded on the consolidated statements of assets and liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Cash collateral maintained in accounts held by counterparties is included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Notional amounts and the gross fair value of forward currency exchange contracts assets and liabilities are presented separately on the consolidated schedules of investments.
Changes in net unrealized appreciation are recorded on the consolidated statements of operations in net change in unrealized appreciation on forward currency exchange contracts. Net realized gains and losses are recorded on the consolidated statements of operations in net realized gain (loss) on forward currency exchange contracts. Realized gains and losses on forward currency exchange contracts are determined using the difference between the fair market value of the forward currency exchange contract at the time it was opened and the fair market value at the time it was closed or covered. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms.
Deferred Financing Costs and Debt Issuance Costs
The Company records costs related to issuance of revolving debt obligations as deferred financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligation. The Company records costs related to the issuance of term debt obligations as debt issuance costs. These costs are deferred and amortized using the effective interest method. These costs are presented as a reduction to the outstanding principal amount of the term debt obligations on the consolidated statements of assets and liabilities. In the event that we modify or extinguish our debt before maturity, the Company follows the guidance in ASC Topic 470‑50, Modification and Extinguishments. For modifications to or exchanges of our revolving debt obligations, any unamortized deferred financing costs related to lenders who are not part of the new lending group are expensed. For extinguishments of our term debt
47
obligations, any unamortized debt issuance costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.
Income Taxes
The Company has elected to be treated for U.S. federal income tax purposes as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually as dividends to its stockholders. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.
The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the consolidated financial statements. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through June 30, 2024 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until the Company files our tax return for the tax year ending December 31, 2024. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from GAAP. BCSF CFSH, LLC, BCSF CFS, LLC, and BCC Middle Market CLO 2019‑1, LLC are disregarded entities for tax purposes and are consolidated with the tax return of the Company.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of June 30, 2024, the tax years that remain subject to examination are from 2020 forward.
Recent Accounting Pronouncements
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820), which affects all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value. The amendments also require additional disclosures for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The effective date for the amendments in ASU 2022-03 are for fiscal years beginning after December 15, 2024 and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU 2022-03 on its financial statements.
48
Note 3. Investments
The following table shows the composition of the investment portfolio, at amortized cost and fair value as of June 30, 2024 (with corresponding percentage of total portfolio investments):
|
|
As of June 30, 2024 |
|
|
|||||||||||||
|
|
|
Amortized Cost |
|
Percentage of |
|
|
|
Fair Value |
|
Percentage of |
|
|
||||
First Lien Senior Secured Loan |
|
$ |
|
1,421,494 |
|
|
63.4 |
|
% |
$ |
|
1,411,394 |
|
|
63.0 |
|
% |
Second Lien Senior Secured Loan |
|
|
|
61,192 |
|
|
2.7 |
|
|
|
|
59,500 |
|
|
2.7 |
|
|
Subordinated Debt |
|
|
|
46,745 |
|
|
2.1 |
|
|
|
|
46,690 |
|
|
2.1 |
|
|
Preferred Equity |
|
|
|
103,760 |
|
|
4.6 |
|
|
|
|
122,971 |
|
|
5.5 |
|
|
Equity Interest |
|
|
|
206,439 |
|
|
9.2 |
|
|
|
|
206,186 |
|
|
9.2 |
|
|
Warrants |
|
|
|
480 |
|
|
0.0 |
|
|
|
|
— |
|
|
0.0 |
|
|
Subordinated Note Investment Vehicles (1) |
|
|
|
337,224 |
|
|
15.0 |
|
|
|
|
337,224 |
|
|
15.1 |
|
|
Preferred Equity Interest Investment Vehicles (1) |
|
|
|
10 |
|
|
0.0 |
|
|
|
|
(1,598 |
) |
|
(0.1 |
) |
|
Equity Interest Investment Vehicles (1) |
|
|
|
66,209 |
|
|
3.0 |
|
|
|
|
55,124 |
|
|
2.5 |
|
|
Total |
|
$ |
|
2,243,553 |
|
|
100.0 |
|
% |
$ |
|
2,237,491 |
|
|
100.0 |
|
% |
The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2023 (with corresponding percentage of total portfolio investments):
|
|
As of December 31, 2023 |
|
|
||||||||||||||
|
|
Amortized Cost |
|
Percentage of |
|
|
|
Fair Value |
|
Percentage of |
|
|
||||||
First Lien Senior Secured Loans |
|
$ |
|
1,495,237 |
|
|
65.0 |
|
% |
|
$ |
|
1,464,423 |
|
|
63.8 |
|
% |
Second Lien Senior Secured Loans |
|
|
|
69,749 |
|
|
3.0 |
|
|
|
|
|
68,439 |
|
|
3.0 |
|
|
Subordinated Debt |
|
|
|
45,400 |
|
|
2.0 |
|
|
|
|
|
45,877 |
|
|
2.0 |
|
|
Structured Products |
|
|
|
24,050 |
|
|
1.0 |
|
|
|
|
|
22,618 |
|
|
1.0 |
|
|
Preferred Equity |
|
|
|
86,766 |
|
|
3.8 |
|
|
|
|
|
104,428 |
|
|
4.5 |
|
|
Equity Interests |
|
|
|
207,209 |
|
|
9.0 |
|
|
|
|
|
221,355 |
|
|
9.6 |
|
|
Warrants |
|
|
|
480 |
|
|
0.0 |
|
|
|
|
|
511 |
|
|
0.0 |
|
|
Subordinated Notes in Investment Vehicles (1) |
|
|
|
306,724 |
|
|
13.3 |
|
|
|
|
|
306,724 |
|
|
13.3 |
|
|
Preferred Equity Interests in Investment Vehicles (1) |
|
|
|
10 |
|
|
0.0 |
|
|
|
|
|
(1,793 |
) |
|
(0.1 |
) |
|
Equity Interests in Investment Vehicles (1) |
|
|
|
66,209 |
|
|
2.9 |
|
|
|
|
|
65,761 |
|
|
2.9 |
|
|
Total |
|
$ |
|
2,301,834 |
|
|
100.0 |
|
% |
|
$ |
|
2,298,343 |
|
|
100.0 |
|
% |
The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of June 30, 2024 (with corresponding percentage of total portfolio investments):
|
|
As of June 30, 2024 |
|
|
|||||||||||||
|
|
|
Amortized Cost |
|
Percentage of |
|
|
|
Fair Value |
|
Percentage of |
|
|
||||
USA |
|
$ |
|
2,011,611 |
|
|
89.7 |
|
% |
$ |
|
1,983,776 |
|
|
88.6 |
|
% |
Cayman Islands |
|
|
|
114,799 |
|
|
5.1 |
|
|
|
|
125,567 |
|
|
5.6 |
|
|
United Kingdom |
|
|
|
51,582 |
|
|
2.3 |
|
|
|
|
48,137 |
|
|
2.2 |
|
|
Belgium |
|
|
|
15,798 |
|
|
0.7 |
|
|
|
|
27,801 |
|
|
1.2 |
|
|
Australia |
|
|
|
12,021 |
|
|
0.5 |
|
|
|
|
15,958 |
|
|
0.7 |
|
|
Germany |
|
|
|
17,123 |
|
|
0.8 |
|
|
|
|
15,328 |
|
|
0.7 |
|
|
Ireland |
|
|
|
12,163 |
|
|
0.5 |
|
|
|
|
12,970 |
|
|
0.6 |
|
|
Canada |
|
|
|
4,268 |
|
|
0.2 |
|
|
|
|
3,818 |
|
|
0.2 |
|
|
Luxembourg |
|
|
|
3,633 |
|
|
0.2 |
|
|
|
|
3,612 |
|
|
0.2 |
|
|
Guernsey |
|
|
|
369 |
|
|
0.0 |
|
|
|
|
373 |
|
|
0.0 |
|
|
Sweden |
|
|
|
186 |
|
|
0.0 |
|
|
|
|
151 |
|
|
0.0 |
|
|
Total |
|
$ |
|
2,243,553 |
|
|
100.0 |
|
% |
$ |
|
2,237,491 |
|
|
100.0 |
|
% |
49
The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of December 31, 2023 (with corresponding percentage of total portfolio investments):
|
|
As of December 31, 2023 |
|
|
|||||||||||||
|
|
Amortized Cost |
|
Percentage of |
|
|
Fair Value |
|
Percentage of |
|
|
||||||
USA |
|
$ |
|
2,025,572 |
|
|
88.0 |
|
% |
$ |
|
1,998,863 |
|
|
87.1 |
|
% |
Cayman Islands |
|
|
|
124,504 |
|
|
5.4 |
|
|
|
|
133,072 |
|
|
5.8 |
|
|
Belgium |
|
|
|
39,439 |
|
|
1.7 |
|
|
|
|
53,619 |
|
|
2.3 |
|
|
United Kingdom |
|
|
|
40,119 |
|
|
1.7 |
|
|
|
|
39,035 |
|
|
1.7 |
|
|
Australia |
|
|
|
23,550 |
|
|
1.0 |
|
|
|
|
27,007 |
|
|
1.2 |
|
|
Germany |
|
|
|
24,677 |
|
|
1.1 |
|
|
|
|
23,326 |
|
|
1.0 |
|
|
Ireland |
|
|
|
9,394 |
|
|
0.4 |
|
|
|
|
10,001 |
|
|
0.4 |
|
|
Luxembourg |
|
|
|
8,145 |
|
|
0.4 |
|
|
|
|
7,512 |
|
|
0.3 |
|
|
Canada |
|
|
|
5,844 |
|
|
0.3 |
|
|
|
|
5,340 |
|
|
0.2 |
|
|
Guernsey |
|
|
|
404 |
|
|
0.0 |
|
|
|
|
411 |
|
|
0.0 |
|
|
Sweden |
|
|
|
186 |
|
|
0.0 |
|
|
|
|
157 |
|
|
0.0 |
|
|
Total |
|
$ |
|
2,301,834 |
|
|
100.0 |
|
% |
$ |
|
2,298,343 |
|
|
100.0 |
|
% |
50
The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of June 30, 2024 (with corresponding percentage of total portfolio investments):
|
|
As of June 30, 2024 |
|
|
|||||||||||||
|
|
|
Amortized Cost |
|
Percentage of |
|
|
|
Fair Value |
|
Percentage of |
|
|
||||
Investment Vehicles (2) |
|
$ |
|
403,443 |
|
|
17.9 |
|
% |
$ |
|
390,750 |
|
|
17.5 |
|
% |
Aerospace & Defense |
|
|
|
293,059 |
|
|
13.0 |
|
|
|
|
287,494 |
|
|
12.8 |
|
|
High Tech Industries |
|
|
|
230,852 |
|
|
10.3 |
|
|
|
|
227,947 |
|
|
10.2 |
|
|
Services: Business |
|
|
|
212,344 |
|
|
9.5 |
|
|
|
|
224,385 |
|
|
10.0 |
|
|
Consumer Goods: Non-Durable |
|
|
|
134,461 |
|
|
6.0 |
|
|
|
|
133,925 |
|
|
6.0 |
|
|
Transportation: Cargo |
|
|
|
103,804 |
|
|
4.6 |
|
|
|
|
115,736 |
|
|
5.2 |
|
|
Automotive |
|
|
|
87,150 |
|
|
3.9 |
|
|
|
|
87,295 |
|
|
3.9 |
|
|
Healthcare & Pharmaceuticals |
|
|
|
80,227 |
|
|
3.6 |
|
|
|
|
77,210 |
|
|
3.5 |
|
|
Telecommunications |
|
|
|
72,479 |
|
|
3.2 |
|
|
|
|
77,151 |
|
|
3.4 |
|
|
Consumer Goods: Durable |
|
|
|
75,277 |
|
|
3.4 |
|
|
|
|
67,792 |
|
|
3.0 |
|
|
Construction & Building |
|
|
|
65,253 |
|
|
2.9 |
|
|
|
|
67,469 |
|
|
3.0 |
|
|
Beverage, Food & Tobacco |
|
|
|
61,547 |
|
|
2.7 |
|
|
|
|
65,691 |
|
|
2.9 |
|
|
FIRE: Finance (1) |
|
|
|
63,719 |
|
|
2.8 |
|
|
|
|
64,943 |
|
|
2.9 |
|
|
Environmental Industries |
|
|
|
44,743 |
|
|
2.0 |
|
|
|
|
46,116 |
|
|
2.1 |
|
|
Chemicals, Plastics & Rubber |
|
|
|
44,405 |
|
|
2.0 |
|
|
|
|
43,973 |
|
|
2.0 |
|
|
Capital Equipment |
|
|
|
42,279 |
|
|
1.9 |
|
|
|
|
43,384 |
|
|
1.9 |
|
|
FIRE: Insurance (1) |
|
|
|
37,206 |
|
|
1.7 |
|
|
|
|
37,605 |
|
|
1.7 |
|
|
Hotel, Gaming & Leisure |
|
|
|
34,276 |
|
|
1.5 |
|
|
|
|
34,233 |
|
|
1.5 |
|
|
Media: Diversified & Production |
|
|
|
33,597 |
|
|
1.5 |
|
|
|
|
30,100 |
|
|
1.3 |
|
|
Wholesale |
|
|
|
22,536 |
|
|
1.0 |
|
|
|
|
20,655 |
|
|
0.9 |
|
|
Containers, Packaging & Glass |
|
|
|
19,395 |
|
|
0.9 |
|
|
|
|
19,268 |
|
|
0.9 |
|
|
Transportation: Consumer |
|
|
|
17,402 |
|
|
0.8 |
|
|
|
|
17,681 |
|
|
0.8 |
|
|
Services: Consumer |
|
|
|
17,069 |
|
|
0.8 |
|
|
|
|
16,340 |
|
|
0.7 |
|
|
Retail |
|
|
|
13,942 |
|
|
0.6 |
|
|
|
|
9,823 |
|
|
0.4 |
|
|
Media: Advertising, Printing & Publishing |
|
|
|
8,173 |
|
|
0.4 |
|
|
|
|
8,175 |
|
|
0.4 |
|
|
Banking, Finance, Insurance & Real Estate |
|
|
|
6,020 |
|
|
0.3 |
|
|
|
|
6,053 |
|
|
0.3 |
|
|
Energy: Oil & Gas |
|
|
|
1,107 |
|
|
0.0 |
|
|
|
|
3,498 |
|
|
0.2 |
|
|
Consumer goods: Wholesale |
|
|
|
8,181 |
|
|
0.4 |
|
|
|
|
3,452 |
|
|
0.2 |
|
|
Media: Broadcasting & Subscription |
|
|
|
2,860 |
|
|
0.1 |
|
|
|
|
2,836 |
|
|
0.1 |
|
|
Media: Publishing |
|
|
|
2,764 |
|
|
0.1 |
|
|
|
|
2,501 |
|
|
0.1 |
|
|
Energy: Electricity |
|
|
|
2,001 |
|
|
0.1 |
|
|
|
|
2,037 |
|
|
0.1 |
|
|
Forest Products & Paper |
|
|
|
1,982 |
|
|
0.1 |
|
|
|
|
1,973 |
|
|
0.1 |
|
|
Total |
|
$ |
|
2,243,553 |
|
|
100.0 |
|
% |
$ |
|
2,237,491 |
|
|
100.0 |
|
% |
51
The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2023 (with corresponding percentage of total portfolio investments):
|
|
As of December 31, 2023 |
|
|
|||||||||||||
|
|
Amortized Cost |
|
Percentage of |
|
|
Fair Value |
|
Percentage of |
|
|
||||||
Investment Vehicles (2) |
|
$ |
|
372,943 |
|
|
16.2 |
|
% |
$ |
|
370,692 |
|
|
16.0 |
|
% |
Aerospace & Defense |
|
|
|
361,054 |
|
|
15.7 |
|
|
|
|
351,546 |
|
|
15.3 |
|
|
High Tech Industries |
|
|
|
218,876 |
|
|
9.5 |
|
|
|
|
217,507 |
|
|
9.5 |
|
|
Services: Business |
|
|
|
154,646 |
|
|
6.7 |
|
|
|
|
167,623 |
|
|
7.3 |
|
|
Consumer Goods: Non-Durable |
|
|
|
125,527 |
|
|
5.5 |
|
|
|
|
123,526 |
|
|
5.4 |
|
|
Transportation: Cargo |
|
|
|
104,961 |
|
|
4.6 |
|
|
|
|
116,317 |
|
|
5.1 |
|
|
Transportation: Consumer |
|
|
|
95,091 |
|
|
4.1 |
|
|
|
|
102,573 |
|
|
4.5 |
|
|
Healthcare & Pharmaceuticals |
|
|
|
91,171 |
|
|
4.0 |
|
|
|
|
87,604 |
|
|
3.8 |
|
|
FIRE: Finance (1) |
|
|
|
88,264 |
|
|
3.8 |
|
|
|
|
87,403 |
|
|
3.8 |
|
|
Consumer Goods: Durable |
|
|
|
88,197 |
|
|
3.8 |
|
|
|
|
80,036 |
|
|
3.5 |
|
|
Automotive |
|
|
|
77,911 |
|
|
3.4 |
|
|
|
|
78,757 |
|
|
3.4 |
|
|
Construction & Building |
|
|
|
71,731 |
|
|
3.1 |
|
|
|
|
73,830 |
|
|
3.2 |
|
|
Telecommunications |
|
|
|
69,120 |
|
|
3.0 |
|
|
|
|
69,867 |
|
|
3.0 |
|
|
Capital Equipment |
|
|
|
58,710 |
|
|
2.6 |
|
|
|
|
57,960 |
|
|
2.5 |
|
|
FIRE: Insurance (1) |
|
|
|
43,106 |
|
|
1.9 |
|
|
|
|
43,257 |
|
|
1.9 |
|
|
Environmental Industries |
|
|
|
41,580 |
|
|
1.8 |
|
|
|
|
42,676 |
|
|
1.9 |
|
|
Hotel, Gaming & Leisure |
|
|
|
42,086 |
|
|
1.8 |
|
|
|
|
39,023 |
|
|
1.7 |
|
|
Beverage, Food & Tobacco |
|
|
|
24,831 |
|
|
1.1 |
|
|
|
|
32,029 |
|
|
1.4 |
|
|
Media: Diversified & Production |
|
|
|
36,382 |
|
|
1.6 |
|
|
|
|
29,372 |
|
|
1.3 |
|
|
Media: Advertising, Printing & Publishing |
|
|
|
27,442 |
|
|
1.2 |
|
|
|
|
28,892 |
|
|
1.3 |
|
|
Wholesale |
|
|
|
22,620 |
|
|
1.0 |
|
|
|
|
20,558 |
|
|
0.9 |
|
|
Chemicals, Plastics & Rubber |
|
|
|
16,735 |
|
|
0.7 |
|
|
|
|
16,411 |
|
|
0.7 |
|
|
Containers, Packaging & Glass |
|
|
|
16,286 |
|
|
0.7 |
|
|
|
|
15,727 |
|
|
0.7 |
|
|
Services: Consumer |
|
|
|
15,675 |
|
|
0.7 |
|
|
|
|
15,643 |
|
|
0.7 |
|
|
Retail |
|
|
|
11,590 |
|
|
0.5 |
|
|
|
|
5,324 |
|
|
0.2 |
|
|
Banking, Finance, Insurance & Real Estate |
|
|
|
5,284 |
|
|
0.2 |
|
|
|
|
5,306 |
|
|
0.2 |
|
|
Consumer goods: Wholesale |
|
|
|
8,558 |
|
|
0.4 |
|
|
|
|
5,119 |
|
|
0.2 |
|
|
Energy: Electricity |
|
|
|
4,739 |
|
|
0.2 |
|
|
|
|
4,790 |
|
|
0.2 |
|
|
Energy: Oil & Gas |
|
|
|
1,107 |
|
|
0.0 |
|
|
|
|
3,499 |
|
|
0.2 |
|
|
Media: Broadcasting & Subscription |
|
|
|
2,855 |
|
|
0.1 |
|
|
|
|
2,878 |
|
|
0.1 |
|
|
Media: Publishing |
|
|
|
2,756 |
|
|
0.1 |
|
|
|
|
2,598 |
|
|
0.1 |
|
|
Total |
|
$ |
|
2,301,834 |
|
|
100.0 |
|
% |
$ |
|
2,298,343 |
|
|
100.0 |
|
% |
International Senior Loan Program, LLC
On February 9, 2021, the Company and Pantheon (“Pantheon”), a leading global alternative private markets manager, formed the International Senior Loan Program, LLC (“ISLP”), an unconsolidated joint venture. ISLP invests primarily in non-US first lien senior secured loans. ISLP was formed as a Delaware limited liability company. The Company and Pantheon committed to initially provide $138.3 million of debt and $46.1 million of equity capital, to ISLP. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments. Pursuant to the terms of the transaction, Pantheon invested $50.0 million to acquire a 29.5% stake in ISLP. The Company contributed debt investments of $317.1 million for a 70.5% stake in ISLP, and received a one-time gross distribution of $190.2 million in cash in consideration of contributing such investments. On December 14, 2023, the Company and Pantheon entered into the second amendment to the amended and restated limited liability company agreement which, among other things, increased capital commitments and changed the proportionate share ownership. The Company and Pantheon agreed to contribute an additional $5.0 million and $45.3 million, respectively, which resulted in new ownership stakes of 64.0% and 36.0%, respectively. As of June 30, 2024, the Company’s investment in ISLP consisted of subordinated notes of $190.7 million and equity interests of $55.2 million. As of December 31, 2023, the Company’s investment in ISLP consisted of subordinated notes of $190.7 million and equity interests of $66.1 million.
52
As of June 30, 2024, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company has contributed $254.3 million in capital and has $0.0 million in unfunded capital contributions. As of June 30, 2024, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and has $0.0 million in unfunded capital contributions.
As of December 31, 2023, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company had contributed $254.3 million in capital and had $0.0 million in unfunded capital contributions. As of December 31, 2023, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and had $0.0 million in unfunded capital contributions.
In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to ISLP. Since inception, the Company has sold $1,003.1 million of its investments to ISLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.
The Company has determined that ISLP is an investment company under ASC, Topic 946, Financial Services—Investment Companies; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in ISLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control ISLP due to the allocation of voting rights among ISLP members. The Company measures the fair value of ISLP in accordance with ASC Subtopic 820, Fair Value Measurements and Disclosures, using the net asset value (or its equivalent) as a practical expedient. The Company and Pantheon each appointed two members to ISLP’s four-person Member Designees’ Committee. All material decisions with respect to ISLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.
As of June 30, 2024, ISLP had $655.9 million in debt and equity investments, at fair value. As of December 31, 2023, ISLP had $709.8 million in debt and equity investments, at fair value.
Additionally, ISLP, through a wholly-owned subsidiary, entered into a $300.0 million senior secured revolving credit facility which bears interest at LIBOR (or an alternative risk-free interest rate index) plus 225 basis points with JP Morgan (the “ISLP Credit Facility Tranche A”).
On February 4, 2022, ISLP entered into the second amended and restated credit agreement, which among other things formed an additional tranche (“ISLP Credit Facility Tranche B” and collectively with ISLP Credit Facility Tranche A, the “ISLP Credit Facilities”) with an initial financing limit of $50.0 million on May 31, 2022, and $200.0 million on August 31, 2022, bringing the total facility size to $500.0 million.
On June 30, 2023, ISLP entered into the third amendment and restated credit agreement, which among other things, replaced LIBOR with Term SOFR and consolidated Tranche A and Tranche B, with a size of $500.0 million.
On September 11, 2023, ISLP entered into the fourth amended and restated credit agreement, which among other things, extended the maturity to February 9, 2027, modified concentration limitations and changed the interest rate to SOFR (or an alternative risk-free interest rate index) plus 246 basis points.
As of June 30, 2024, the ISLP Credit Facilities had $282.5 million of outstanding debt under the credit facility. As of December 31, 2023 the ISLP Credit Facilities had $320.5 million of outstanding debt under the credit facility. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2024 and year ended December 31, 2023 were 7.5% and 6.6%, respectively.
53
Below is a summary of ISLP’s portfolio at fair value:
|
|
As of |
|
|
|
As of |
|
|
||||
|
|
June 30, 2024 |
|
|
|
December 31, 2023 |
|
|
||||
Total investments |
|
$ |
|
655,871 |
|
|
|
$ |
|
709,846 |
|
|
Weighted average yield on investments |
|
|
|
11.6 |
|
% |
|
|
|
11.3 |
|
% |
Number of borrowers in ISLP |
|
|
|
35 |
|
|
|
|
|
37 |
|
|
Largest portfolio company investment |
|
$ |
|
49,545 |
|
|
|
$ |
|
47,432 |
|
|
Total of five largest portfolio company investments |
|
$ |
|
203,837 |
|
|
|
$ |
|
206,779 |
|
|
Unfunded commitments |
|
$ |
|
11,686 |
|
|
|
$ |
|
11,496 |
|
|
54
Below is a listing of ISLP’s individual investments as of June 30, 2024:
International Senior Loan Program, LLC
Consolidated Schedule of Investments
As of June 30, 2024
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
Australian Dollar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ansett Aviation Training (18)(19) |
|
First Lien Senior Secured Loan |
|
BBSY |
|
|
4.69 |
% |
|
|
9.08 |
% |
|
9/24/2031 |
|
AUD |
|
14,144 |
|
|
|
9,830 |
|
|
|
9,434 |
|
|
|
|
|
Ansett Aviation Training (14)(19) |
|
Equity Interest |
|
— |
|
— |
|
|
— |
|
|
— |
|
AUD |
|
10,238 |
|
|
|
7,115 |
|
|
|
16,617 |
|
|
|
|
|||
Aerospace & Defense Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
16,945 |
|
|
$ |
26,051 |
|
|
|
30.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FNZ UK Finco Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
BBSW |
|
|
5.25 |
% |
|
|
9.71 |
% |
|
9/30/2026 |
|
AUD |
|
7,660 |
|
|
|
4,976 |
|
|
|
5,109 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,976 |
|
|
$ |
5,109 |
|
|
|
6.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Advertising, Printing & Publishing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
TGI Sport Bidco Pty Ltd (18)(19) |
|
First Lien Senior Secured Loan |
|
BBSY |
|
|
7.00 |
% |
|
|
11.35 |
% |
|
4/30/2026 |
|
AUD |
|
9,730 |
|
|
|
7,074 |
|
|
|
6,490 |
|
|
|
|
|
Media: Advertising, Printing & Publishing Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,074 |
|
|
$ |
6,490 |
|
|
|
7.7 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Australian Dollar Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
28,995 |
|
|
$ |
37,650 |
|
|
|
44.6 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
British Pound |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Environmental Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reconomy (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
6.25 |
% |
|
|
11.45 |
% |
|
7/12/2029 |
|
£ |
|
6,050 |
|
|
|
7,045 |
|
|
|
7,650 |
|
|
|
|
|
Reconomy (18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
EURIBOR |
|
|
6.00 |
% |
|
|
9.72 |
% |
|
7/12/2029 |
|
£ |
|
6,578 |
|
|
|
8,094 |
|
|
|
8,100 |
|
|
|
|
|
Environmental Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,139 |
|
|
$ |
15,750 |
|
|
|
18.7 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FIRE: Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Parmenion (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
5.50 |
% |
|
|
10.70 |
% |
|
5/11/2029 |
|
£ |
|
29,070 |
|
|
|
35,295 |
|
|
|
36,759 |
|
|
|
|
|
FIRE: Finance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
35,295 |
|
|
$ |
36,759 |
|
|
|
43.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FIRE: Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Margaux UK Finance Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
5.50 |
% |
|
|
10.81 |
% |
|
12/19/2025 |
|
£ |
|
7,357 |
|
|
|
9,294 |
|
|
|
9,303 |
|
|
|
|
|
FIRE: Insurance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,294 |
|
|
$ |
9,303 |
|
|
|
11.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Datix Bidco Limited (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
|
— |
|
|
10/28/2024 |
|
£ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Healthcare & Pharmaceuticals Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|||
55
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
British Pound |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Access (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
5.25 |
% |
|
|
10.45 |
% |
|
6/28/2029 |
|
£ |
|
7,880 |
|
|
|
9,107 |
|
|
|
9,964 |
|
|
|
|
|
Access (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
5.25 |
% |
|
|
10.45 |
% |
|
6/28/2029 |
|
£ |
|
9,764 |
|
|
|
11,887 |
|
|
|
12,347 |
|
|
|
|
|
Cloud Technology Solutions (CTS) (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
8.00% PIK |
|
|
|
13.19 |
% |
|
1/3/2030 |
|
£ |
|
8,643 |
|
|
|
10,921 |
|
|
|
10,929 |
|
|
|
|
||
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
31,915 |
|
|
$ |
33,240 |
|
|
|
39.4 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Advertising, Printing & Publishing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Kpler (15)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
6.50 |
% |
|
|
11.80 |
% |
|
3/3/2030 |
|
£ |
|
4,312 |
|
|
|
5,495 |
|
|
|
5,453 |
|
|
|
|
|
Media: Advertising, Printing & Publishing Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,495 |
|
|
$ |
5,453 |
|
|
|
6.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Publishing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
OGH Bidco Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.50 |
% |
|
|
11.81 |
% |
|
9/2/2029 |
|
£ |
|
5,172 |
|
|
|
6,073 |
|
|
|
5,681 |
|
|
|
|
|
OGH Bidco Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
6.50 |
% |
|
|
11.69 |
% |
|
6/29/2029 |
|
£ |
|
13,160 |
|
|
|
15,209 |
|
|
|
15,642 |
|
|
|
|
|
Media: Publishing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
21,282 |
|
|
$ |
21,323 |
|
|
|
25.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services: Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brook Bidco (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
7.37% PIK |
|
|
|
12.57 |
% |
|
7/10/2028 |
|
£ |
|
25,272 |
|
|
|
34,001 |
|
|
|
31,957 |
|
|
|
|
||
Caribou Bidco Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
5.25 |
% |
|
|
10.44 |
% |
|
2/1/2029 |
|
£ |
|
27,570 |
|
|
|
34,032 |
|
|
|
34,862 |
|
|
|
|
|
Caribou Bidco Limited (3)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
|
5.25 |
% |
|
|
10.44 |
% |
|
2/1/2029 |
|
£ |
|
1,152 |
|
|
|
1,956 |
|
|
|
1,993 |
|
|
|
|
|
Learning Pool (16)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.51% PIK |
|
|
|
12.82 |
% |
|
7/10/2028 |
|
£ |
|
5,567 |
|
|
|
7,355 |
|
|
|
7,355 |
|
|
|
|
||
Learning Pool (16)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.51% PIK |
|
|
|
12.82 |
% |
|
7/10/2028 |
|
£ |
|
7,745 |
|
|
|
10,233 |
|
|
|
10,233 |
|
|
|
|
||
Opus2 (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
5.28 |
% |
|
|
10.48 |
% |
|
5/5/2028 |
|
£ |
|
12,151 |
|
|
|
16,470 |
|
|
|
15,365 |
|
|
|
|
|
Parcel2Go (7)(14)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
3.25% (3.00% PIK) |
|
|
|
11.20 |
% |
|
7/17/2028 |
|
£ |
|
12,674 |
|
|
|
16,870 |
|
|
|
4,007 |
|
|
|
|
||
Parcel2Go (2)(3)(7)(14)(18)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
3.00% (3.00% PIK) |
|
|
|
11.20 |
% |
|
7/17/2028 |
|
£ |
|
2,978 |
|
|
|
5,136 |
|
|
|
(1,382 |
) |
|
|
|
||
Services: Business Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
126,053 |
|
|
$ |
104,390 |
|
|
|
123.6 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services: Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Surrey Bidco Limited (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
6.28% PIK |
|
|
|
11.47 |
% |
|
5/11/2026 |
|
£ |
|
6,371 |
|
|
|
7,817 |
|
|
|
6,203 |
|
|
|
|
||
Services: Consumer Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,817 |
|
|
$ |
6,203 |
|
|
|
7.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
British Pound Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
252,290 |
|
|
$ |
232,421 |
|
|
|
275.3 |
% |
|||
56
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
Canadian Dollar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New Look (Delaware) Corporation (15)(19)(26) |
|
First Lien Senior Secured Loan |
|
CDOR |
|
4.32% (2.00% PIK) |
|
|
|
11.03 |
% |
|
5/26/2028 |
|
CAD |
|
17,865 |
|
|
|
14,644 |
|
|
|
12,930 |
|
|
|
|
||
New Look Vision Group (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
CDOR |
|
|
5.82 |
% |
|
|
10.53 |
% |
|
5/26/2028 |
|
CAD |
|
1,183 |
|
|
|
912 |
|
|
|
856 |
|
|
|
|
|
New Look Vision Group (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
CDOR |
|
|
5.82 |
% |
|
|
10.53 |
% |
|
5/26/2028 |
|
CAD |
|
2,265 |
|
|
|
1,626 |
|
|
|
1,640 |
|
|
|
|
|
Retail Total |
|
|
|
|
|
|
|
|
. |
|
|
|
|
|
|
|
|
$ |
17,182 |
|
|
$ |
15,426 |
|
|
|
18.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Canadian Dollar Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,182 |
|
|
$ |
15,426 |
|
|
|
18.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Danish Krone |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
VPARK BIDCO AB (18)(19) |
|
First Lien Senior Secured Loan |
|
CIBOR |
|
|
4.00 |
% |
|
|
7.60 |
% |
|
3/10/2025 |
|
DKK |
|
56,429 |
|
|
|
9,231 |
|
|
|
8,107 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,231 |
|
|
$ |
8,107 |
|
|
|
9.6 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Danish Krone Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,231 |
|
|
$ |
8,107 |
|
|
|
9.6 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
European Currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chemicals, Plastics & Rubber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
V Global Holdings LLC (16)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
5.75 |
% |
|
|
9.57 |
% |
|
12/22/2027 |
|
€ |
|
9,212 |
|
|
|
9,318 |
|
|
|
9,277 |
|
|
|
|
|
Chemicals, Plastics & Rubber Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,318 |
|
|
$ |
9,277 |
|
|
|
11.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Environmental Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reconomy (18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
6.00 |
% |
|
|
9.72 |
% |
|
7/12/2029 |
|
€ |
|
2,440 |
|
|
|
2,475 |
|
|
|
2,614 |
|
|
|
|
|
Environmental Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,475 |
|
|
$ |
2,614 |
|
|
|
3.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FIRE: Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MRHT (15)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
6.75 |
% |
|
|
10.56 |
% |
|
2/1/2029 |
|
€ |
|
12,000 |
|
|
|
12,983 |
|
|
|
12,856 |
|
|
|
|
|
MRHT (15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
EURIBOR |
|
|
6.25 |
% |
|
|
10.06 |
% |
|
2/1/2029 |
|
€ |
|
5,069 |
|
|
|
5,486 |
|
|
|
5,430 |
|
|
|
|
|
FIRE: Insurance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,469 |
|
|
$ |
18,286 |
|
|
|
21.7 |
% |
|||
57
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
European Currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mertus 522. GmbH (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.25% (0.75% PIK) |
|
|
|
10.70 |
% |
|
5/28/2026 |
|
€ |
|
13,078 |
|
|
|
15,830 |
|
|
|
13,521 |
|
|
|
|
||
Mertus 522. GmbH (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.25% (0.75% PIK) |
|
|
|
10.77 |
% |
|
5/28/2026 |
|
€ |
|
22,413 |
|
|
|
27,126 |
|
|
|
23,171 |
|
|
|
|
||
Pharmathen (18)(19) |
|
First Lien Senior Secured Loan- Revolver |
|
EURIBOR |
|
|
5.73 |
% |
|
|
9.40 |
% |
|
10/25/2028 |
|
€ |
|
13,492 |
|
|
|
15,053 |
|
|
|
14,454 |
|
|
|
|
|
Pharmathen (3)(18)(19) |
|
First Lien Senior Secured Loan- Revolver |
|
EURIBOR |
|
|
5.73 |
% |
|
|
9.40 |
% |
|
10/25/2028 |
|
€ |
|
2,214 |
|
|
|
1,878 |
|
|
|
1,879 |
|
|
|
|
|
Healthcare & Pharmaceuticals Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
59,887 |
|
|
$ |
53,025 |
|
|
|
62.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Onventis (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
EURIBOR |
|
|
7.25 |
% |
|
|
11.13 |
% |
|
1/14/2030 |
|
€ |
|
13,919 |
|
|
|
15,091 |
|
|
|
14,911 |
|
|
|
|
|
Utimaco (18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
6.25 |
% |
|
|
10.00 |
% |
|
5/14/2029 |
|
€ |
|
8,250 |
|
|
|
8,350 |
|
|
|
8,595 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23,441 |
|
|
$ |
23,506 |
|
|
|
27.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Advertising, Printing & Publishing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Kpler (15)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
6.50 |
% |
|
|
10.42 |
% |
|
3/3/2030 |
|
€ |
|
14,981 |
|
|
|
16,242 |
|
|
|
16,049 |
|
|
|
|
|
Kpler (18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
6.50 |
% |
|
|
10.42 |
% |
|
3/3/2030 |
|
€ |
|
3,246 |
|
|
|
3,519 |
|
|
|
3,477 |
|
|
|
|
|
Media: Advertising, Printing & Publishing Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,761 |
|
|
$ |
19,526 |
|
|
|
23.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Broadcasting & Subscription |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lightning Finco Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
5.50 |
% |
|
|
9.17 |
% |
|
8/31/2028 |
|
€ |
|
2,619 |
|
|
|
2,951 |
|
|
|
2,806 |
|
|
|
|
|
Media: Broadcasting & Subscription Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,951 |
|
|
$ |
2,806 |
|
|
|
3.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Diversified & Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aptus 1724 Gmbh (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.00% (1.50% PIK) |
|
|
|
11.25 |
% |
|
2/23/2028 |
|
€ |
|
35,232 |
|
|
|
41,691 |
|
|
|
34,725 |
|
|
|
|
||
Media: Diversified & Production Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
41,691 |
|
|
$ |
34,725 |
|
|
|
41.1 |
% |
|||
Services: Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
iBanFirst (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
10.00% PIK |
|
|
|
13.71 |
% |
|
7/13/2028 |
|
€ |
|
13,183 |
|
|
|
14,824 |
|
|
|
14,123 |
|
|
|
|
||
Services: Business Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
14,824 |
|
|
$ |
14,123 |
|
|
|
16.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
European Currency Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
192,817 |
|
|
$ |
177,888 |
|
|
|
210.7 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Norwegian Krone |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
VPARK BIDCO AB (18)(19) |
|
First Lien Senior Secured Loan |
|
NIBOR |
|
|
4.00 |
% |
|
|
8.63 |
% |
|
3/10/2025 |
|
NOK |
|
73,280 |
|
|
|
8,651 |
|
|
|
6,862 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,651 |
|
|
$ |
6,862 |
|
|
|
8.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services: Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Spring Finco BV (18)(19) |
|
First Lien Senior Secured Loan |
|
NIBOR |
|
|
5.50 |
% |
|
|
10.15 |
% |
|
7/15/2029 |
|
NOK |
|
174,360 |
|
|
|
16,601 |
|
|
|
16,328 |
|
|
|
|
|
Services: Business Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
16,601 |
|
|
$ |
16,328 |
|
|
|
19.4 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Norwegian Krone Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
25,252 |
|
|
$ |
23,190 |
|
|
|
27.5 |
% |
|||
58
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
U.S. Dollar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Automotive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cardo (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.25 |
% |
|
|
10.57 |
% |
|
5/12/2028 |
|
$ |
|
9,653 |
|
|
|
9,596 |
|
|
|
9,653 |
|
|
|
|
|
Automotive Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,596 |
|
|
$ |
9,653 |
|
|
|
11.4 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chemicals, Plastics & Rubber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
V Global Holdings LLC (16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.90 |
% |
|
|
11.22 |
% |
|
12/22/2027 |
|
$ |
|
23,162 |
|
|
|
23,162 |
|
|
|
22,061 |
|
|
|
|
|
Chemicals, Plastics & Rubber Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23,162 |
|
|
$ |
22,061 |
|
|
|
26.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer Goods: Durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stanton Carpet (15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
|
9.15 |
% |
|
|
14.46 |
% |
|
3/31/2028 |
|
$ |
|
5,000 |
|
|
|
4,950 |
|
|
|
5,000 |
|
|
|
|
|
Consumer Goods: Durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,950 |
|
|
$ |
5,000 |
|
|
|
5.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CB Nike IntermediateCo Ltd (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
- |
|
|
- |
|
|
10/31/2025 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
NearMap (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.25 |
% |
|
|
12.58 |
% |
|
12/9/2029 |
|
$ |
|
23,401 |
|
|
|
23,212 |
|
|
|
23,401 |
|
|
|
|
|
Utimaco (16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.51 |
% |
|
|
11.82 |
% |
|
5/14/2029 |
|
$ |
|
16,450 |
|
|
|
16,329 |
|
|
|
15,998 |
|
|
|
|
|
Utimaco (16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.68 |
% |
|
|
11.99 |
% |
|
5/14/2029 |
|
$ |
|
8,550 |
|
|
|
8,487 |
|
|
|
8,315 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
48,028 |
|
|
$ |
47,714 |
|
|
|
56.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Broadcasting & Subscription |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lightning Finco Limited (16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.93 |
% |
|
|
11.24 |
% |
|
8/31/2028 |
|
$ |
|
23,907 |
|
|
|
23,777 |
|
|
|
23,907 |
|
|
|
|
|
Media: Broadcasting and Subscription Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23,777 |
|
|
$ |
23,907 |
|
|
|
28.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Diversified & Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aptus 1724 Gmbh (19)(21) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.65 |
% |
|
|
12.99 |
% |
|
2/23/2028 |
|
$ |
|
10,066 |
|
|
|
10,025 |
|
|
|
9,261 |
|
|
|
|
|
Media: Diversified & Production Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
10,025 |
|
|
$ |
9,261 |
|
|
|
11.0 |
% |
|||
59
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
U.S. Dollar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services: Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Avalon Acquiror, Inc. (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.25 |
% |
|
|
11.58 |
% |
|
3/10/2028 |
|
$ |
|
11,760 |
|
|
|
11,685 |
|
|
|
11,760 |
|
|
|
|
|
Chamber Bidco Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.25 |
% |
|
|
11.57 |
% |
|
6/2/2028 |
|
$ |
|
21,081 |
|
|
|
20,958 |
|
|
|
21,081 |
|
|
|
|
|
Smartronix (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.10 |
% |
|
|
11.33 |
% |
|
11/23/2028 |
|
$ |
|
10,752 |
|
|
|
10,663 |
|
|
|
10,752 |
|
|
|
|
|
Services: Business Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
43,306 |
|
|
$ |
43,593 |
|
|
|
51.6 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Dollar Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
162,844 |
|
|
$ |
161,189 |
|
|
|
190.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
688,611 |
|
|
$ |
655,871 |
|
|
|
776.8 |
% |
|||
60
Forward Foreign Currency Exchange Contracts
|
|
|
|
|
|
Settlement |
|
Unrealized |
|
||
Currency Purchased |
|
Currency Sold |
|
Counterparty |
|
Date |
|
Appreciation(8) |
|
||
BRITISH POUNDS 2,245 |
|
US DOLLARS 2,731 |
|
Goldman Sachs |
|
07/18/2024 |
|
$ |
|
107 |
|
US DOLLARS 751 |
|
BRITISH POUNDS 590 |
|
Goldman Sachs |
|
03/20/2025 |
|
|
|
4 |
|
US DOLLARS 17,258 |
|
BRITISH POUNDS 13,990 |
|
Goldman Sachs |
|
07/18/2024 |
|
|
|
(429 |
) |
BRITISH POUNDS 4,220 |
|
US DOLLARS 5,314 |
|
GoldmanSachs |
|
07/18/2024 |
|
|
|
21 |
|
EURO 3,061 |
|
AUSTRALIAN DOLLARS 4,980 |
|
Morgan Stanley |
|
06/10/2025 |
|
|
|
(6 |
) |
US DOLLARS 13,555 |
|
AUSTRALIAN DOLLARS 19,560 |
|
Morgan Stanley |
|
06/10/2025 |
|
|
|
430 |
|
EURO 230 |
|
BRITISH POUNDS 200 |
|
Morgan Stanley |
|
01/21/2025 |
|
|
|
(5 |
) |
EURO 3,118 |
|
BRITISH POUNDS 2,840 |
|
Morgan Stanley |
|
06/12/2025 |
|
|
|
(200 |
) |
EURO 755 |
|
BRITISH POUNDS 682 |
|
Morgan Stanley |
|
11/10/2025 |
|
|
|
(35 |
) |
BRITISH POUNDS 200 |
|
EURO 231 |
|
Morgan Stanley |
|
01/21/2025 |
|
|
|
3 |
|
BRITISH POUNDS 550 |
|
EURO 628 |
|
Morgan Stanley |
|
11/10/2025 |
|
|
|
8 |
|
US DOLLARS 1,833 |
|
BRITISH POUNDS 1,447 |
|
Morgan Stanley |
|
01/21/2025 |
|
|
|
2 |
|
US DOLLARS 2,734 |
|
BRITISH POUNDS 2,170 |
|
Morgan Stanley |
|
02/14/2025 |
|
|
|
(14 |
) |
US DOLLARS 2,797 |
|
BRITISH POUNDS 2,220 |
|
Morgan Stanley |
|
05/13/2025 |
|
|
|
(15 |
) |
US DOLLARS 13,374 |
|
BRITISH POUNDS 10,983 |
|
Morgan Stanley |
|
06/10/2025 |
|
|
|
(538 |
) |
EURO 316 |
|
CANADIAN DOLLARS 471 |
|
Morgan Stanley |
|
03/21/2025 |
|
|
|
(3 |
) |
US DOLLARS 1,356 |
|
CANADIAN DOLLARS 1,830 |
|
Morgan Stanley |
|
03/21/2025 |
|
|
|
10 |
|
EURO 1,614 |
|
US DOLLARS 1,790 |
|
Morgan Stanley |
|
01/09/2025 |
|
|
|
(44 |
) |
EURO 666 |
|
US DOLLARS 740 |
|
Morgan Stanley |
|
06/18/2025 |
|
|
|
(14 |
) |
US DOLLARS 634 |
|
EURO 580 |
|
Morgan Stanley |
|
02/12/2025 |
|
|
|
6 |
|
US DOLLARS 4,795 |
|
EURO 4,371 |
|
Morgan Stanley |
|
02/28/2025 |
|
|
|
56 |
|
US DOLLARS 1,425 |
|
EURO 1,290 |
|
Morgan Stanley |
|
11/10/2025 |
|
|
|
9 |
|
EURO 2,199 |
|
AUSTRALIAN DOLLARS 3,690 |
|
Standard Chartered |
|
06/10/2025 |
|
|
|
(80 |
) |
EURO 1,803 |
|
AUSTRALIAN DOLLARS 2,872 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
14 |
|
US DOLLARS 679 |
|
AUSTRALIAN DOLLARS 1,035 |
|
Standard Chartered |
|
03/20/2025 |
|
|
|
(15 |
) |
US DOLLARS 7,026 |
|
AUSTRALIAN DOLLARS 10,830 |
|
Standard Chartered |
|
06/10/2025 |
|
|
|
(242 |
) |
US DOLLARS 7,048 |
|
AUSTRALIAN DOLLARS 11,118 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
(380 |
) |
EURO 4,582 |
|
BRITISH POUNDS 4,130 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
(308 |
) |
US DOLLARS 1,000 |
|
BRITISH POUNDS 840 |
|
Standard Chartered |
|
06/10/2025 |
|
|
|
(64 |
) |
US DOLLARS 502 |
|
BRITISH POUNDS 402 |
|
Standard Chartered |
|
06/10/2025 |
|
|
|
(8 |
) |
EURO 321 |
|
CANADIAN DOLLARS 480 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
(8 |
) |
US DOLLARS 1,390 |
|
CANADIAN DOLLARS 1,860 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
31 |
|
EURO 919 |
|
DANISH KRONE 6,844 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
2 |
|
DANISH KRONE 1,700 |
|
US DOLLARS 251 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
(6 |
) |
US DOLLARS 3,988 |
|
DANISH KRONE 26,496 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
177 |
|
EURO 824 |
|
NORWEGIAN KRONE 9,517 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
(11 |
) |
EURO 16,565 |
|
US DOLLARS 18,170 |
|
Standard Chartered |
|
01/09/2025 |
|
|
|
(249 |
) |
EURO 611 |
|
US DOLLARS 680 |
|
Standard Chartered |
|
06/23/2025 |
|
|
|
(13 |
) |
EURO 18,034 |
|
US DOLLARS 20,330 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
(991 |
) |
EURO 4,299 |
|
US DOLLARS 4,650 |
|
Standard Chartered |
|
12/13/2024 |
|
|
|
(6 |
) |
US DOLLARS 3,330 |
|
EURO 3,065 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
43 |
|
US DOLLARS 2,580 |
|
EURO 2,340 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
70 |
|
EURO 2,705 |
|
US DOLLARS 2,935 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
(34 |
) |
EURO 940 |
|
US DOLLARS 1,042 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
(34 |
) |
EURO 3,120 |
|
US DOLLARS 3,521 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
(176 |
) |
US DOLLARS 23,690 |
|
EURO 21,780 |
|
Standard Chartered |
|
06/10/2025 |
|
|
|
(41 |
) |
US DOLLARS 29,878 |
|
EURO 29,700 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
(1,970 |
) |
US DOLLARS 30,672 |
|
EURO 27,695 |
|
Standard Chartered |
|
12/18/2024 |
|
|
|
747 |
|
NORWEGIAN KRONE 1,825 |
|
US DOLLARS 174 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
(3 |
) |
US DOLLARS 3,566 |
|
NORWEGIAN KRONE 36,843 |
|
Standard Chartered |
|
07/18/2024 |
|
|
|
104 |
|
|
|
|
|
|
|
|
|
$ |
|
(4,098 |
) |
61
62
Below is a listing of ISLP’s individual investments as of December 31, 2023:
International Senior Loan Program, LLC
Consolidated Schedule of Investments
As of December 31, 2023
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
Australian Dollar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ansett Aviation Training (18)(19) |
|
First Lien Senior Secured Loan |
|
BBSY |
|
|
4.69 |
% |
|
|
9.19 |
% |
|
9/24/2031 |
|
AUD |
|
14,144 |
|
|
|
9,830 |
|
|
|
9,635 |
|
|
|
|
|
Ansett Aviation Training (14)(19) |
|
Equity Interest |
|
— |
|
— |
|
|
— |
|
|
— |
|
AUD |
|
10,238 |
|
|
|
7,115 |
|
|
|
15,033 |
|
|
|
|
|||
Aerospace & Defense Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
16,945 |
|
|
$ |
24,668 |
|
|
|
23.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FIRE: Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FNZ UK Finco Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
L |
|
|
5.75 |
% |
|
|
10.37 |
% |
|
9/30/2026 |
|
AUD |
|
7,660 |
|
|
|
4,952 |
|
|
|
5,218 |
|
|
|
|
|
FIRE: Finance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,952 |
|
|
$ |
5,218 |
|
|
|
5.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Datix Bidco Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
BBSW |
|
|
4.50 |
% |
|
|
9.29 |
% |
|
4/28/2025 |
|
AUD |
|
4,169 |
|
|
|
3,295 |
|
|
|
2,840 |
|
|
|
|
|
Healthcare & Pharmaceuticals Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,295 |
|
|
$ |
2,840 |
|
|
|
2.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Advertising, Printing & Publishing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
TGI Sport Bidco Pty Ltd (17)(19) |
|
First Lien Senior Secured Loan |
|
BBSW |
|
|
7.00 |
% |
|
|
11.36 |
% |
|
4/30/2026 |
|
AUD |
|
9,730 |
|
|
|
7,056 |
|
|
|
6,628 |
|
|
|
|
|
Media: Advertising, Printing & Publishing Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,056 |
|
|
$ |
6,628 |
|
|
|
6.4 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services: Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Zeppelin BidCo Pty Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
BBSY |
|
|
5.00 |
% |
|
|
9.15 |
% |
|
7/12/2024 |
|
AUD |
|
20,415 |
|
|
|
16,126 |
|
|
|
13,907 |
|
|
|
|
|
Services: Consumer Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
16,126 |
|
|
$ |
13,907 |
|
|
|
13.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Australian Dollar Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
48,374 |
|
|
$ |
53,261 |
|
|
|
51.7 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
British Pound |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Environmental Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reconomy (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
6.25 |
% |
|
|
11.44 |
% |
|
6/25/2029 |
|
£ |
|
6,050 |
|
|
|
7,045 |
|
|
|
7,702 |
|
|
|
|
|
Reconomy (18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
|
6.25 |
% |
|
|
11.44 |
% |
|
6/25/2029 |
|
£ |
|
6,578 |
|
|
|
8,094 |
|
|
|
8,285 |
|
|
|
|
|
Environmental Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,139 |
|
|
$ |
15,987 |
|
|
|
15.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FIRE: Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Parmenion (15)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
5.50 |
% |
|
|
10.69 |
% |
|
5/11/2029 |
|
£ |
|
29,070 |
|
|
|
35,256 |
|
|
|
37,009 |
|
|
|
|
|
FIRE: Finance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
35,256 |
|
|
$ |
37,009 |
|
|
|
35.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FIRE: Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Paisley Bidco Limited (18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
EURIBOR |
|
|
5.50 |
% |
|
|
9.45 |
% |
|
11/26/2028 |
|
£ |
|
6,373 |
|
|
|
8,019 |
|
|
|
8,197 |
|
|
|
|
|
FIRE: Insurance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,019 |
|
|
$ |
8,197 |
|
|
|
8.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Datix Bidco Limited (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SONIA |
|
|
4.50 |
% |
|
|
9.69 |
% |
|
10/28/2024 |
|
£ |
|
639 |
|
|
|
773 |
|
|
|
813 |
|
|
|
|
|
Datix Bidco Limited (18)(19) |
|
Second Lien Senior Secured Loan |
|
SONIA |
|
|
7.75 |
% |
|
|
12.94 |
% |
|
4/27/2026 |
|
£ |
|
12,013 |
|
|
|
16,916 |
|
|
|
15,293 |
|
|
|
|
|
Healthcare & Pharmaceuticals Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,689 |
|
|
$ |
16,106 |
|
|
|
15.6 |
% |
|||
63
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
British Pound |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Access (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
5.25 |
% |
|
|
10.44 |
% |
|
6/4/2029 |
|
£ |
|
7,880 |
|
|
|
9,100 |
|
|
|
10,032 |
|
|
|
|
|
Access (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
5.25 |
% |
|
|
10.44 |
% |
|
6/4/2029 |
|
£ |
|
9,764 |
|
|
|
11,887 |
|
|
|
12,431 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20,987 |
|
|
$ |
22,463 |
|
|
|
21.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Diversified & Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
OGH Bidco Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
6.50 |
% |
|
|
11.69 |
% |
|
6/29/2029 |
|
£ |
|
13,160 |
|
|
|
15,196 |
|
|
|
15,916 |
|
|
|
|
|
OGH Bidco Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.50 |
% |
|
|
11.80 |
% |
|
9/2/2029 |
|
£ |
|
5,172 |
|
|
|
6,073 |
|
|
|
5,744 |
|
|
|
|
|
Media: Diversified & Production Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
21,269 |
|
|
$ |
21,660 |
|
|
|
21.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services: Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brook Bidco (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
7.37% PIK |
|
|
|
12.56 |
% |
|
7/10/2028 |
|
£ |
|
24,106 |
|
|
|
32,510 |
|
|
|
30,689 |
|
|
|
|
||
Caribou Bidco Limited (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
5.25 |
% |
|
|
10.49 |
% |
|
2/1/2029 |
|
£ |
|
27,570 |
|
|
|
34,013 |
|
|
|
35,099 |
|
|
|
|
|
Caribou Bidco Limited (3)(18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
|
5.25 |
% |
|
|
10.44 |
% |
|
2/1/2029 |
|
£ |
|
1,576 |
|
|
|
1,955 |
|
|
|
2,007 |
|
|
|
|
|
Learning Pool (16)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.51% PIK |
|
|
|
12.81 |
% |
|
7/7/2028 |
|
£ |
|
5,299 |
|
|
|
7,002 |
|
|
|
7,002 |
|
|
|
|
||
Learning Pool (16)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
7.51% PIK |
|
|
|
12.81 |
% |
|
7/7/2028 |
|
£ |
|
7,373 |
|
|
|
9,741 |
|
|
|
9,741 |
|
|
|
|
||
Opus2 (18)(19) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
|
5.03 |
% |
|
|
10.22 |
% |
|
5/5/2028 |
|
£ |
|
12,151 |
|
|
|
16,442 |
|
|
|
15,470 |
|
|
|
|
|
Parcel2Go (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
3.25% (3.00% PIK) |
|
|
|
11.44 |
% |
|
7/17/2028 |
|
£ |
|
12,488 |
|
|
|
16,856 |
|
|
|
14,864 |
|
|
|
|
||
Parcel2Go (3)(18)(19)(26) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SONIA |
|
3.00% (3.00% PIK) |
|
|
|
11.19 |
% |
|
7/17/2028 |
|
£ |
|
3,854 |
|
|
|
5,133 |
|
|
|
4,361 |
|
|
|
|
||
Services: Business Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
123,652 |
|
|
$ |
119,233 |
|
|
|
115.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services: Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Surrey Bidco Limited (17)(19)(26) |
|
First Lien Senior Secured Loan |
|
SONIA |
|
7.28% PIK |
|
|
|
11.46 |
% |
|
5/11/2026 |
|
£ |
|
5,997 |
|
|
|
7,317 |
|
|
|
6,107 |
|
|
|
|
||
Services: Consumer Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,317 |
|
|
$ |
6,107 |
|
|
|
5.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
British Pound Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
249,328 |
|
|
$ |
246,762 |
|
|
|
239.5 |
% |
|||
64
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
Canadian Dollar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Diversified & Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
9 Story Media Group Inc. (16)(19) |
|
First Lien Senior Secured Loan |
|
CDOR |
|
|
5.25 |
% |
|
|
10.74 |
% |
|
4/30/2026 |
|
CAD |
|
6,729 |
|
|
|
5,342 |
|
|
|
5,081 |
|
|
|
|
|
9 Story Media Group Inc. (3)(18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
CDOR |
|
|
5.25 |
% |
|
|
10.67 |
% |
|
4/30/2026 |
|
CAD |
|
20 |
|
|
|
15 |
|
|
|
15 |
|
|
|
|
|
Media: Diversified & Production Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,357 |
|
|
$ |
5,096 |
|
|
|
4.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New Look (Delaware) Corporation (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
4.00% (2.00% PIK) |
|
|
|
11.43 |
% |
|
5/26/2028 |
|
CAD |
|
17,776 |
|
|
|
14,574 |
|
|
|
13,087 |
|
|
|
|
||
New Look Vision Group (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
CDOR |
|
|
5.50 |
% |
|
|
10.93 |
% |
|
5/26/2028 |
|
CAD |
|
1,186 |
|
|
|
915 |
|
|
|
873 |
|
|
|
|
|
New Look Vision Group (18)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
CDOR |
|
|
5.50 |
% |
|
|
10.93 |
% |
|
5/26/2028 |
|
CAD |
|
2,277 |
|
|
|
1,633 |
|
|
|
1,677 |
|
|
|
|
|
Retail Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,122 |
|
|
$ |
15,637 |
|
|
|
15.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Canadian Dollar Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
22,479 |
|
|
$ |
20,733 |
|
|
|
20.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Danish Krone |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
VPARK BIDCO AB (16)(19) |
|
First Lien Senior Secured Loan |
|
CIBOR |
|
|
4.00 |
% |
|
|
7.87 |
% |
|
3/10/2025 |
|
DKK |
|
56,429 |
|
|
|
9,231 |
|
|
|
8,356 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,231 |
|
|
$ |
8,356 |
|
|
|
8.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Danish Krone Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,231 |
|
|
$ |
8,356 |
|
|
|
8.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
European Currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chemicals, Plastics, & Rubber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
V Global Holdings LLC (16)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
5.75 |
% |
|
|
9.85 |
% |
|
12/22/2027 |
|
€ |
|
9,259 |
|
|
|
9,355 |
|
|
|
9,633 |
|
|
|
|
|
Chemicals, Plastics, & Rubber Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,355 |
|
|
$ |
9,633 |
|
|
|
9.4 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Environmental Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reconomy (18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
6.00 |
% |
|
|
9.93 |
% |
|
6/25/2029 |
|
€ |
|
2,440 |
|
|
|
2,475 |
|
|
|
2,694 |
|
|
|
|
|
Environmental Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,475 |
|
|
$ |
2,694 |
|
|
|
2.6 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FIRE: Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MRHT (15)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
6.75 |
% |
|
|
10.72 |
% |
|
2/1/2029 |
|
€ |
|
12,000 |
|
|
|
12,973 |
|
|
|
13,181 |
|
|
|
|
|
Paisley Bidco Limited (18)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
EURIBOR |
|
|
5.50 |
% |
|
|
9.45 |
% |
|
11/26/2028 |
|
€ |
|
3,178 |
|
|
|
3,367 |
|
|
|
3,508 |
|
|
|
|
|
FIRE: Insurance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
16,340 |
|
|
$ |
16,689 |
|
|
|
16.2 |
% |
|||
65
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
European Currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mertus 522. GmbH (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.25% (0.75% PIK) |
|
|
|
10.90 |
% |
|
5/28/2026 |
|
€ |
|
13,029 |
|
|
|
15,766 |
|
|
|
14,023 |
|
|
|
|
||
Mertus 522. GmbH (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
6.25% (0.75% PIK) |
|
|
|
11.03 |
% |
|
5/28/2026 |
|
€ |
|
22,328 |
|
|
|
27,014 |
|
|
|
24,032 |
|
|
|
|
||
Pharmathen (18)(19) |
|
First Lien Senior Secured Loan- Revolver |
|
EURIBOR |
|
|
5.73 |
% |
|
|
9.62 |
% |
|
10/25/2028 |
|
€ |
|
13,492 |
|
|
|
15,030 |
|
|
|
14,894 |
|
|
|
|
|
Pharmathen (3)(18)(19) |
|
First Lien Senior Secured Loan- Revolver |
|
EURIBOR |
|
|
5.73 |
% |
|
|
9.62 |
% |
|
10/25/2028 |
|
€ |
|
1,754 |
|
|
|
1,874 |
|
|
|
1,937 |
|
|
|
|
|
Healthcare & Pharmaceuticals Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
59,684 |
|
|
$ |
54,886 |
|
|
|
53.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Onventis (15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
EURIBOR |
|
|
7.50 |
% |
|
|
11.47 |
% |
|
1/12/2030 |
|
€ |
|
5,000 |
|
|
|
5,321 |
|
|
|
5,520 |
|
|
|
|
|
Utimaco (18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
6.25 |
% |
|
|
10.28 |
% |
|
5/14/2029 |
|
€ |
|
8,250 |
|
|
|
8,344 |
|
|
|
8,902 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,665 |
|
|
$ |
14,422 |
|
|
|
14.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Broadcasting & Subscription |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lightning Finco Limited (16)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
5.50 |
% |
|
|
9.39 |
% |
|
8/31/2028 |
|
€ |
|
2,619 |
|
|
|
2,951 |
|
|
|
2,891 |
|
|
|
|
|
Media: Broadcasting & Subscription Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,951 |
|
|
$ |
2,891 |
|
|
|
2.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Diversified & Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
9 Story Media Group Inc. (18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
5.25 |
% |
|
|
9.21 |
% |
|
4/30/2026 |
|
€ |
|
3,627 |
|
|
|
4,412 |
|
|
|
4,004 |
|
|
|
|
|
Aptus 1724 Gmbh (18)(19) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
6.00 |
% |
|
|
9.96 |
% |
|
2/23/2028 |
|
€ |
|
35,000 |
|
|
|
41,354 |
|
|
|
37,477 |
|
|
|
|
|
Media: Diversified & Production Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
45,766 |
|
|
$ |
41,481 |
|
|
|
40.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services: Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
iBanFirst (19)(26)(32) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
10.00% PIK |
|
|
|
13.91 |
% |
|
7/13/2028 |
|
€ |
|
12,297 |
|
|
|
13,843 |
|
|
|
13,574 |
|
|
|
|
||
SumUp Holdings Luxembourg S.à.r.l. (19)(32) |
|
First Lien Senior Secured Loan |
|
EURIBOR |
|
|
8.25 |
% |
|
|
12.21 |
% |
|
2/17/2026 |
|
€ |
|
30,900 |
|
|
|
35,497 |
|
|
|
34,111 |
|
|
|
|
|
Services: Business Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
49,340 |
|
|
$ |
47,685 |
|
|
|
46.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
European Currency Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
199,576 |
|
|
$ |
190,381 |
|
|
|
184.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Norwegian Krone |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
VPARK BIDCO AB (16)(19) |
|
First Lien Senior Secured Loan |
|
NIBOR |
|
|
4.00 |
% |
|
|
8.54 |
% |
|
3/10/2025 |
|
NOK |
|
73,280 |
|
|
|
8,651 |
|
|
|
7,204 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,651 |
|
|
$ |
7,204 |
|
|
|
7.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services: Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Spring Finco BV (18)(19) |
|
First Lien Senior Secured Loan |
|
NIBOR |
|
|
5.50 |
% |
|
|
10.12 |
% |
|
7/15/2029 |
|
NOK |
|
174,360 |
|
|
|
16,600 |
|
|
|
17,140 |
|
|
|
|
|
Services: Business Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
16,600 |
|
|
$ |
17,140 |
|
|
|
16.6 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Norwegian Krone Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
25,251 |
|
|
$ |
24,344 |
|
|
|
23.6 |
% |
|||
66
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
U.S. Dollar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Automotive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cardo (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.15 |
% |
|
|
10.54 |
% |
|
5/12/2028 |
|
$ |
|
9,653 |
|
|
|
9,589 |
|
|
|
9,653 |
|
|
|
|
|
Automotive Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,589 |
|
|
$ |
9,653 |
|
|
|
9.4 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chemicals, Plastics & Rubber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
V Global Holdings LLC (16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.00 |
% |
|
|
11.43 |
% |
|
12/22/2027 |
|
$ |
|
23,280 |
|
|
|
23,280 |
|
|
|
22,523 |
|
|
|
|
|
Chemicals, Plastics & Rubber Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23,280 |
|
|
$ |
22,523 |
|
|
|
21.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer Goods: Durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stanton Carpet (15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
|
9.15 |
% |
|
|
14.56 |
% |
|
3/31/2028 |
|
$ |
|
5,000 |
|
|
|
4,944 |
|
|
|
5,000 |
|
|
|
|
|
Consumer Goods: Durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,944 |
|
|
$ |
5,000 |
|
|
|
4.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer Goods: Non-durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
RoC Opco LLC (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.60 |
% |
|
|
12.95 |
% |
|
2/25/2025 |
|
$ |
|
15,714 |
|
|
|
15,714 |
|
|
|
15,714 |
|
|
|
|
|
Consumer Goods: Non-durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,714 |
|
|
$ |
15,714 |
|
|
|
15.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CB Nike IntermediateCo Ltd (3)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
|
— |
|
|
10/31/2025 |
|
$ |
— |
|
|
— |
|
|
— |
|
|
|
|
||||||
NearMap (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.25 |
% |
|
|
12.61 |
% |
|
12/9/2029 |
|
$ |
|
11,800 |
|
|
|
11,593 |
|
|
|
11,800 |
|
|
|
|
|
Utimaco (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.68 |
% |
|
|
11.99 |
% |
|
5/14/2029 |
|
$ |
|
16,450 |
|
|
|
16,316 |
|
|
|
16,079 |
|
|
|
|
|
Utimaco (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.68 |
% |
|
|
11.99 |
% |
|
5/14/2029 |
|
$ |
|
8,550 |
|
|
|
8,481 |
|
|
|
8,358 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
36,390 |
|
|
$ |
36,237 |
|
|
|
35.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Broadcasting & Subscription |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lightning Finco Limited (16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.93 |
% |
|
|
11.24 |
% |
|
8/31/2028 |
|
$ |
|
23,907 |
|
|
|
23,761 |
|
|
|
23,907 |
|
|
|
|
|
Media: Broadcasting and Subscription Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23,761 |
|
|
$ |
23,907 |
|
|
|
23.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Diversified & Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aptus 1724 Gmbh (19)(21) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.25 |
% |
|
|
11.78 |
% |
|
2/23/2028 |
|
$ |
|
10,000 |
|
|
|
9,953 |
|
|
|
9,700 |
|
|
|
|
|
Media: Diversified & Production Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,953 |
|
|
$ |
9,700 |
|
|
|
9.4 |
% |
|||
67
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Principal / |
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Shares (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
U.S. Dollar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services: Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Avalon Acquiror, Inc. (18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.25 |
% |
|
|
11.60 |
% |
|
3/10/2028 |
|
$ |
|
11,820 |
|
|
|
11,735 |
|
|
|
11,495 |
|
|
|
|
|
Chamber Bidco Limited (17)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.25 |
% |
|
|
11.57 |
% |
|
6/7/2028 |
|
$ |
|
21,081 |
|
|
|
20,942 |
|
|
|
21,081 |
|
|
|
|
|
Smartronix (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.85 |
% |
|
|
11.57 |
% |
|
11/23/2028 |
|
$ |
|
10,807 |
|
|
|
10,705 |
|
|
|
10,699 |
|
|
|
|
|
Services: Business Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
43,382 |
|
|
$ |
43,275 |
|
|
|
41.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Dollar Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
167,013 |
|
|
$ |
166,009 |
|
|
|
161.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
721,252 |
|
|
$ |
709,846 |
|
|
|
689.0 |
% |
|||
68
Forward Foreign Currency Exchange Contracts
|
|
|
|
|
|
|
|
Unrealized |
|
|
Currency Purchased |
|
Currency Sold |
|
Counterparty |
|
Settlement Date |
|
Appreciation(8) |
|
|
BRITISH POUNDS 2,245 |
|
US DOLLARS 2,731 |
|
Goldman Sachs |
|
07/18/2024 |
|
$ |
128 |
|
US DOLLARS 17,258 |
|
BRITISH POUNDS 13,990 |
|
Goldman Sachs |
|
07/18/2024 |
|
|
(560 |
) |
EURO 477 |
|
AUSTRALIAN DOLLARS 785 |
|
Morgan Stanley |
|
01/17/2024 |
|
|
(9 |
) |
EURO 3,061 |
|
AUSTRALIAN DOLLARS 4,980 |
|
Morgan Stanley |
|
06/10/2025 |
|
|
48 |
|
US DOLLARS 1,837 |
|
AUSTRALIAN DOLLARS 2,735 |
|
Morgan Stanley |
|
01/17/2024 |
|
|
(30 |
) |
US DOLLARS 13,555 |
|
AUSTRALIAN DOLLARS 19,560 |
|
Morgan Stanley |
|
06/10/2025 |
|
|
158 |
|
EURO 259 |
|
BRITISH POUNDS 225 |
|
Morgan Stanley |
|
01/24/2024 |
|
|
(1 |
) |
EURO 3,118 |
|
BRITISH POUNDS 2,840 |
|
Morgan Stanley |
|
06/12/2025 |
|
|
(100 |
) |
EURO 755 |
|
BRITISH POUNDS 682 |
|
Morgan Stanley |
|
11/10/2025 |
|
|
(11 |
) |
US DOLLARS 1,795 |
|
BRITISH POUNDS 1,410 |
|
Morgan Stanley |
|
01/24/2024 |
|
|
— |
|
US DOLLARS 311 |
|
BRITISH POUNDS 250 |
|
Morgan Stanley |
|
02/13/2024 |
|
|
(7 |
) |
US DOLLARS 1,199 |
|
BRITISH POUNDS 960 |
|
Morgan Stanley |
|
02/14/2024 |
|
|
(24 |
) |
US DOLLARS 2,717 |
|
BRITISH POUNDS 2,220 |
|
Morgan Stanley |
|
05/10/2024 |
|
|
(110 |
) |
US DOLLARS 13,374 |
|
BRITISH POUNDS 10,983 |
|
Morgan Stanley |
|
06/10/2025 |
|
|
(636 |
) |
EURO 426 |
|
CANADIAN DOLLARS 619 |
|
Morgan Stanley |
|
03/25/2024 |
|
|
3 |
|
US DOLLARS 1,778 |
|
CANADIAN DOLLARS 2,400 |
|
Morgan Stanley |
|
03/25/2024 |
|
|
(38 |
) |
EURO 1,614 |
|
US DOLLARS 1,790 |
|
Morgan Stanley |
|
01/09/2025 |
|
|
22 |
|
EURO 666 |
|
US DOLLARS 740 |
|
Morgan Stanley |
|
06/18/2025 |
|
|
13 |
|
US DOLLARS 960 |
|
EURO 890 |
|
Morgan Stanley |
|
01/17/2024 |
|
|
(24 |
) |
US DOLLARS 4,864 |
|
EURO 4,600 |
|
Morgan Stanley |
|
01/17/2024 |
|
|
(220 |
) |
US DOLLARS 604 |
|
EURO 560 |
|
Morgan Stanley |
|
02/13/2024 |
|
|
(16 |
) |
US DOLLARS 818 |
|
EURO 755 |
|
Morgan Stanley |
|
02/14/2024 |
|
|
(17 |
) |
US DOLLARS 1,425 |
|
EURO 1,290 |
|
Morgan Stanley |
|
11/10/2025 |
|
|
(44 |
) |
EURO 889 |
|
AUSTRALIAN DOLLARS 1,400 |
|
Standard Chartered |
|
01/17/2024 |
|
|
26 |
|
EURO 1,803 |
|
AUSTRALIAN DOLLARS 2,872 |
|
Standard Chartered |
|
07/18/2024 |
|
|
39 |
|
US DOLLARS 3,774 |
|
AUSTRALIAN DOLLARS 5,435 |
|
Standard Chartered |
|
01/17/2024 |
|
|
63 |
|
US DOLLARS 1,395 |
|
AUSTRALIAN DOLLARS 2,040 |
|
Standard Chartered |
|
01/17/2024 |
|
|
2 |
|
US DOLLARS 7,048 |
|
AUSTRALIAN DOLLARS 11,118 |
|
Standard Chartered |
|
07/18/2024 |
|
|
(573 |
) |
EURO 1,266 |
|
BRITISH POUNDS 1,095 |
|
Standard Chartered |
|
06/17/2024 |
|
|
13 |
|
EURO 4,582 |
|
BRITISH POUNDS 4,130 |
|
Standard Chartered |
|
07/18/2024 |
|
|
(157 |
) |
US DOLLARS 1,484 |
|
BRITISH POUNDS 1,140 |
|
Standard Chartered |
|
01/17/2024 |
|
|
31 |
|
US DOLLARS 1,000 |
|
BRITISH POUNDS 840 |
|
Standard Chartered |
|
06/10/2025 |
|
|
(72 |
) |
US DOLLARS 6,519 |
|
BRITISH POUNDS 5,180 |
|
Standard Chartered |
|
06/17/2024 |
|
|
(79 |
) |
EURO 321 |
|
CANADIAN DOLLARS 480 |
|
Standard Chartered |
|
07/18/2024 |
|
|
(8 |
) |
US DOLLARS 1,390 |
|
CANADIAN DOLLARS 1,860 |
|
Standard Chartered |
|
07/18/2024 |
|
|
(23 |
) |
EURO 919 |
|
DANISH KRONE 6,844 |
|
Standard Chartered |
|
07/18/2024 |
|
|
— |
|
US DOLLARS 3,988 |
|
DANISH KRONE 26,496 |
|
Standard Chartered |
|
07/18/2024 |
|
|
23 |
|
EURO 824 |
|
NORWEGIAN KRONE 9,517 |
|
Standard Chartered |
|
07/18/2024 |
|
|
(21 |
) |
EURO 16,565 |
|
US DOLLARS 18,170 |
|
Standard Chartered |
|
01/09/2025 |
|
|
432 |
|
EURO 3,005 |
|
US DOLLARS 3,309 |
|
Standard Chartered |
|
06/18/2024 |
|
|
33 |
|
EURO 18,034 |
|
US DOLLARS 20,330 |
|
Standard Chartered |
|
07/18/2024 |
|
|
(245 |
) |
US DOLLARS 2,580 |
|
EURO 2,340 |
|
Standard Chartered |
|
07/18/2024 |
|
|
(26 |
) |
EURO 2,285 |
|
US DOLLARS 2,504 |
|
Standard Chartered |
|
01/17/2024 |
|
|
22 |
|
EURO 3,700 |
|
US DOLLARS 3,941 |
|
Standard Chartered |
|
01/17/2024 |
|
|
149 |
|
EURO 940 |
|
US DOLLARS 1,042 |
|
Standard Chartered |
|
07/18/2024 |
|
|
5 |
|
EURO 3,120 |
|
US DOLLARS 3,521 |
|
Standard Chartered |
|
07/18/2024 |
|
|
(47 |
) |
US DOLLARS 4,132 |
|
EURO 3,730 |
|
Standard Chartered |
|
01/17/2024 |
|
|
9 |
|
US DOLLARS 24,515 |
|
EURO 22,640 |
|
Standard Chartered |
|
01/17/2024 |
|
|
(508 |
) |
US DOLLARS 29,878 |
|
EURO 29,700 |
|
Standard Chartered |
|
07/18/2024 |
|
|
(3,199 |
) |
US DOLLARS 30,672 |
|
EURO 27,695 |
|
Standard Chartered |
|
12/18/2024 |
|
|
(397 |
) |
US DOLLARS 3,566 |
|
NORWEGIAN KRONE 36,843 |
|
Standard Chartered |
|
07/18/2024 |
|
|
(69 |
) |
|
|
|
|
|
|
|
|
$ |
(6,052 |
) |
69
70
Below is the financial information for ISLP:
Selected Balance Sheet Information
|
|
As of |
|
|
As of |
|
||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||
Investments at fair value (amortized cost of $688,611 and $721,252, respectively) |
|
$ |
|
655,871 |
|
|
$ |
|
709,846 |
|
Cash and cash equivalents |
|
|
|
12,177 |
|
|
|
|
9,006 |
|
Foreign cash (cost of $14,985 and $22,237, respectively) |
|
|
|
14,950 |
|
|
|
|
22,528 |
|
Collateral on foreign currency exchange contracts |
|
|
|
14 |
|
|
|
|
4,383 |
|
Deferred financing costs (net of accumulated amortization of $2,531 and $2,026, respectively) |
|
|
|
2,649 |
|
|
|
|
3,154 |
|
Interest receivable on investments |
|
|
|
13,217 |
|
|
|
|
11,244 |
|
Total assets |
|
$ |
|
698,878 |
|
|
$ |
|
760,161 |
|
|
|
|
|
|
|
|
|
|
||
Debt |
|
$ |
|
282,524 |
|
|
$ |
|
320,491 |
|
Subordinated notes payable to members |
|
|
|
299,449 |
|
|
|
|
301,426 |
|
Interest payable on debt |
|
|
|
5,076 |
|
|
|
|
5,841 |
|
Interest payable on subordinated notes |
|
|
|
20,156 |
|
|
|
|
18,501 |
|
Unrealized depreciation on forward currency exchange contracts |
|
|
|
4,098 |
|
|
|
|
6,052 |
|
Distributions payable |
|
|
|
2,824 |
|
|
|
|
3,931 |
|
Accounts payable and accrued expenses |
|
|
|
316 |
|
|
|
|
900 |
|
Total liabilities |
|
$ |
|
614,443 |
|
|
$ |
|
657,142 |
|
Members’ equity |
|
|
|
84,435 |
|
|
|
|
103,019 |
|
Total liabilities and members’ equity |
|
$ |
|
698,878 |
|
|
$ |
|
760,161 |
|
71
Selected Statements of Operations Information
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||||||
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||||||||
Investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
$ |
|
19,986 |
|
|
$ |
|
17,980 |
|
|
$ |
|
41,437 |
|
|
$ |
|
35,349 |
|
Total investment income |
|
|
|
19,986 |
|
|
|
|
17,980 |
|
|
|
|
41,437 |
|
|
|
|
35,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and debt financing expenses |
|
|
|
6,336 |
|
|
|
|
6,028 |
|
|
|
|
13,066 |
|
|
|
|
11,689 |
|
Interest expense on members subordinated notes |
|
|
|
10,050 |
|
|
|
|
8,771 |
|
|
|
|
19,842 |
|
|
|
|
17,157 |
|
General and administrative expenses |
|
|
|
776 |
|
|
|
|
762 |
|
|
|
|
1,607 |
|
|
|
|
1,562 |
|
Total expenses |
|
|
|
17,162 |
|
|
|
|
15,561 |
|
|
|
|
34,515 |
|
|
|
|
30,408 |
|
Net investment income |
|
|
|
2,824 |
|
|
|
|
2,419 |
|
|
|
|
6,922 |
|
|
|
|
4,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized and unrealized gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized loss on investments |
|
|
|
(8,341 |
) |
|
|
|
(1,125 |
) |
|
|
|
(8,329 |
) |
|
|
|
(3,157 |
) |
Net realized gain (loss) on foreign currency transactions |
|
|
|
7,881 |
|
|
|
|
(374 |
) |
|
|
|
7,873 |
|
|
|
|
(1,567 |
) |
Net realized gain on forward currency exchange contracts |
|
|
|
998 |
|
|
|
|
145 |
|
|
|
|
844 |
|
|
|
|
18 |
|
Net change in unrealized appreciation on foreign currency translation |
|
|
|
(6,941 |
) |
|
|
|
(5,178 |
) |
|
|
|
406 |
|
|
|
|
(7,585 |
) |
Net change in unrealized appreciation on forward currency exchange contracts |
|
|
|
(1,292 |
) |
|
|
|
(429 |
) |
|
|
|
1,954 |
|
|
|
|
(1,282 |
) |
Net change in unrealized appreciation on investments |
|
|
|
(10,241 |
) |
|
|
|
8,886 |
|
|
|
|
(21,333 |
) |
|
|
|
19,021 |
|
Net gain (loss) on investments |
|
|
|
(17,936 |
) |
|
|
|
1,925 |
|
|
|
|
(18,585 |
) |
|
|
|
5,448 |
|
Net increase (decrease) in members’ equity resulting from operations |
|
$ |
|
(15,112 |
) |
|
$ |
|
4,344 |
|
|
$ |
|
(11,663 |
) |
|
$ |
|
10,389 |
|
Bain Capital Senior Loan Program, LLC (“SLP”)
On February 9, 2022, the Company, and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, SLP. Pursuant to an amended and restated limited liability company agreement (the “LLC Agreement”) between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP. Amberstone’s initial capital commitments to SLP are $179.0 million, with each party expected to maintain their pro rata proportionate share for each capital contribution. SLP will seek to invest primarily in senior secured first lien loans of U.S. borrowers. Through these capital contributions, SLP acquired 70% of the membership equity interests of the Company’s 2018‑1 portfolio (“2018‑1”). The Company retained 30% of the 2018‑1 membership equity interests as a non-controlling equity interest. As of June 30, 2024, the Company’s investment in SLP consisted of subordinated notes of 146.5 million, preferred equity interests of ($1.6) million and equity interests of ($0.1) million. As of December 31, 2023, the Company’s investment in SLP consisted of subordinated notes of $116.0 million, preferred equity interests of ($1.8) million and equity interests of ($0.4) million.
In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to SLP. Since inception, the Company has sold $1,276.5 million of its investments to SLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.
The Company has determined that SLP is an investment company under ASC, Topic 946, Financial Services—Investment Companies; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members. The Company measures the fair value of SLP in accordance with ASC Subtopic 820, Fair Value Measurements and Disclosures, using the net asset value (or its equivalent) as a practical expedient. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.
On March 7, 2022, SLP acquired 70% of the Company’s membership interests in BCC Middle Market CLO 2018‑1 LLC (the “2018‑1 Issuer”). The Company received $56.1 million in proceeds resulting in a realized gain of $1.2 million, which is included in net realized gain in non-controlled/non-affiliate investments. The sale of the investments met the criteria set forth in ASC 860, Transfers
72
and Servicing for treatment as a sale. Through this acquisition, the 2018‑1 Issuer became a consolidated subsidiary of SLP and was deconsolidated from the Company’s consolidated financial statements. The Company retained the remaining 30% of the 2018‑1 membership interests as a non-controlling equity interest. Please see Note 6 for additional details on the formation of the 2018‑1 Issuer and the related CLO Transaction.
On June 15, 2023, the Company entered into a First Supplemental Indenture (“2018-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2018-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26%, effective July 1, 2023.
On March 13, 2024, SLP refinanced the 2018-1 Issuer through a private placement of $500 million of senior secured and senior deferrable notes consisting of (i) $290.0 million of Class A-1-R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 2.25% per annum; (ii) $20.0 million of Class A‑J‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.70% per annum; (iii) $30.0 million of Class A-2-R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.90% per annum; (iv) $40.0 million of Class B-R Mezzanine Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.90% per annum; (v) $30.0 million of Class C-R Mezzanine Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 5.90% per annum; and (vi) $30.0 million of Class D-R Junior Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 8.32% per annum (collectively, the “2018‑1 CLO Reset Notes”). The membership interests are eliminated in consolidation on SLP’s consolidated financial statements. The 2018‑1 CLO Reset Notes are scheduled to mature on April 20, 2036 and the reinvestment period ends April 20, 2028. The transaction resulted in a realized loss on the extinguishment of debt of $1.3 million from the acceleration of unamortized debt issuance costs. The obligations of the 2018-1 Issuer under the 2018-1 CLO Transaction are non-recourse to the Company.
As part of the refinancing transaction, SLP bought the Company's membership interests of the 2018-1 Issuer for $22.4 million, making SLP the sole owner of the membership interests.
Below is a table summary of the 2018‑1 CLO Reset Notes as of June 30, 2024:
|
|
|
|
|
|
|
|
|
|
Interest rate at |
|
|
|||
2018-1 Notes |
|
Principal Amount |
|
|
Spread above Index |
|
June 30, 2024 |
|
|
||||||
Class A-1-R |
|
$ |
|
290,000 |
|
|
|
2.25 |
|
% + 3 Month SOFR |
|
|
7.52 |
|
% |
Class A-J-R |
|
|
|
20,000 |
|
|
|
2.70 |
|
% + 3 Month SOFR |
|
|
7.97 |
|
% |
Class A-2-R |
|
|
|
30,000 |
|
|
|
2.90 |
|
% + 3 Month SOFR |
|
|
8.17 |
|
% |
Class B-R |
|
|
|
40,000 |
|
|
|
3.90 |
|
% + 3 Month SOFR |
|
|
9.17 |
|
% |
Class C-R |
|
|
|
30,000 |
|
|
|
5.90 |
|
% + 3 Month SOFR |
|
|
11.17 |
|
% |
Class D-R |
|
|
|
30,000 |
|
|
|
8.32 |
|
% + 3 Month SOFR |
|
|
13.59 |
|
% |
Membership Interests |
|
|
|
60,000 |
|
|
Non-interest bearing |
|
Not applicable |
|
|
||||
Total 2018-1 Notes |
|
$ |
|
500,000 |
|
|
|
|
|
|
|
|
|
||
On August 24, 2022, SLP, through a wholly-owned subsidiary, entered into a $225.0 million senior secured revolving credit facility which bore interest at SOFR plus 210 basis points with Wells Fargo, subject to leverage and borrowing base restrictions (the “MM_22_2 Credit Facility”). The maturity date of the MM_22_2 Credit Facility was August 24, 2025. On August 9, 2023, the MM_22_2 Credit Facility was terminated.
On August 9, 2023, (the “2023-1 Closing Date”), SLP, through BCC Middle Market CLO 2023‑1 LLC (the “2023‑1 Issuer”), a Delaware limited liability company and a wholly-owned and consolidated subsidiary of SLP, completed a $400.0 million term debt securitization (the “2023-1 CLO Transaction”). The Class A, B-1, B-2, C, D, and E 2023-1 notes issued in connection with the 2023-1 CLO Transaction (the “2023-1 Notes”) are secured by a diversified portfolio of the 2023-1 Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2023-1 Portfolio”). At the 2023-1 Closing Date, the 2023-1 Portfolio was comprised of assets transferred from SLP and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2023-1 CLO Transaction.
73
The 2023‑1 Notes are scheduled to mature on July 20, 2035 and are included in SLP’s consolidated financial statements. The membership interests are eliminated in consolidation on SLP’s consolidated financial statements. Below is a table summary of the 2023-1 Notes as of June 30, 2024
|
|
|
|
|
|
|
|
|
|
Interest rate at |
|
|
|||
2023-1 Debt |
|
Principal Amount |
|
|
Spread above Index |
|
June 30, 2024 |
|
|
||||||
Class A Notes |
|
$ |
|
234,000 |
|
|
|
2.55 |
|
% + SOFR |
|
|
7.87 |
|
% |
Class B-1 Notes |
|
|
|
29,000 |
|
|
|
3.80 |
|
% + SOFR |
|
|
9.12 |
|
% |
Class B-2 Notes |
|
|
|
9,000 |
|
|
|
7.50 |
|
% |
|
|
7.50 |
|
% |
Class C Notes |
|
|
|
32,000 |
|
|
|
4.55 |
|
% + SOFR |
|
|
9.87 |
|
% |
Class D Notes |
|
|
|
24,000 |
|
|
|
6.65 |
|
% + SOFR |
|
|
11.97 |
|
% |
Class E Notes |
|
|
|
24,000 |
|
|
|
9.84 |
|
% + SOFR |
|
|
15.16 |
|
% |
Total 2023-1 Notes |
|
|
|
352,000 |
|
|
|
|
|
|
|
|
|
||
Membership Interests |
|
|
|
45,636 |
|
|
Non-interest bearing |
|
Not applicable |
|
|
||||
Total |
|
$ |
|
397,636 |
|
|
|
|
|
|
|
|
|
||
On September 27, 2023, SLP, through a wholly-owned subsidiary, entered into a $140.0 million senior secured revolving credit facility which bears interest at SOFR plus 285 basis points with NatWest Markets PLC, subject to leverage and borrowing base restrictions (the “MM_23_3 Credit Facility”). The maturity date of the MM_23_3 Credit Facility is September 27, 2027. With an effective rate of 8.2% per annum, as of June 30, 2024, the MM_23_3 Credit Facility had $90.9 million of outstanding debt under the credit facility. With an effective rate of 8.2% per annum, as of December 31, 2023, the MM_23_3 Credit Facility had $97.9 million of outstanding debt under the credit facility.
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding as of June 30, 2024 was 8.5%. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the year ended December 31, 2023 was 7.7%.
Below is a summary of SLP’s portfolio at fair value:
|
|
As of |
|
|
|
As of |
|
|
||||
|
|
June 30, 2024 |
|
|
|
December 31, 2023 |
|
|
||||
Total investments |
|
$ |
|
983,416 |
|
|
|
$ |
|
879,930 |
|
|
Weighted average yield on investments |
|
|
|
12.0 |
|
% |
|
|
|
12.1 |
|
% |
Number of borrowers in SLP |
|
|
|
72 |
|
|
|
|
|
62 |
|
|
Largest portfolio company investment |
|
$ |
|
32,452 |
|
|
|
$ |
|
32,283 |
|
|
Total of five largest portfolio company investments |
|
$ |
|
156,484 |
|
|
|
$ |
|
151,954 |
|
|
Unfunded commitments |
|
$ |
|
3,671 |
|
|
|
$ |
|
3,734 |
|
|
74
Below is a listing of SLP’s individual investments as of June 30, 2024:
Senior Loan Program, LLC
Consolidated Schedule of Investments
As of June 30, 2024
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
|
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Principal (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Forward Slope (15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.10 |
% |
|
|
12.18 |
% |
|
8/22/2029 |
|
$ |
|
18,609 |
|
|
|
18,609 |
|
|
|
18,609 |
|
|
|
|
|
Forward Slope (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.85 |
% |
|
|
12.18 |
% |
|
8/22/2029 |
|
$ |
|
11,188 |
|
|
|
11,000 |
|
|
|
11,188 |
|
|
|
|
|
GSP Holdings, LLC (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.90 |
% |
|
|
11.23 |
% |
|
11/6/2025 |
|
$ |
|
25,280 |
|
|
|
24,450 |
|
|
|
24,521 |
|
|
|
|
|
Kellstrom Commercial Aerospace, Inc. (12)(15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.01% (0.25% PIK) |
|
|
|
11.56 |
% |
|
7/1/2025 |
|
$ |
|
9,472 |
|
|
|
9,286 |
|
|
|
9,330 |
|
|
|
|
||
Robinson Helicopter (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.60 |
% |
|
|
11.94 |
% |
|
6/30/2028 |
|
$ |
|
30,740 |
|
|
|
30,434 |
|
|
|
30,740 |
|
|
|
|
|
Saturn Purchaser Corp. (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.35 |
% |
|
|
10.69 |
% |
|
7/23/2029 |
|
$ |
|
31,277 |
|
|
|
31,199 |
|
|
|
31,277 |
|
|
|
|
|
Whitcraft-Paradigm (15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.00 |
% |
|
|
12.33 |
% |
|
2/15/2029 |
|
$ |
|
9,875 |
|
|
|
9,795 |
|
|
|
9,875 |
|
|
|
|
|
Aerospace & Defense Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
134,773 |
|
|
$ |
135,540 |
|
|
|
2184.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Automotive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cardo (12)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.25 |
% |
|
|
10.57 |
% |
|
5/12/2028 |
|
$ |
|
10,800 |
|
|
|
10,800 |
|
|
|
10,800 |
|
|
|
|
|
Gills Point S (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.75 |
% |
|
|
11.08 |
% |
|
5/17/2029 |
|
$ |
|
9,900 |
|
|
|
9,900 |
|
|
|
9,900 |
|
|
|
|
|
Intoxalock (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.10 |
% |
|
|
10.44 |
% |
|
11/1/2028 |
|
$ |
|
17,013 |
|
|
|
16,883 |
|
|
|
17,013 |
|
|
|
|
|
JHCC Holdings, LLC (15)(19)(34)(35) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
5.25 |
% |
|
|
10.58 |
% |
|
9/9/2027 |
|
$ |
|
8,206 |
|
|
|
8,156 |
|
|
|
8,206 |
|
|
|
|
|
JHCC Holdings, LLC (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.25 |
% |
|
|
10.58 |
% |
|
9/9/2027 |
|
$ |
|
16,364 |
|
|
|
16,269 |
|
|
|
16,364 |
|
|
|
|
|
Automotive Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
62,008 |
|
|
$ |
62,283 |
|
|
|
1003.6 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Banking, Finance, Insurance & Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Morrow Sodali Global LLC (12)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.60 |
% |
|
|
10.94 |
% |
|
4/25/2028 |
|
$ |
|
2,207 |
|
|
|
2,185 |
|
|
|
2,185 |
|
|
|
|
|
Morrow Sodali Global LLC (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.73 |
% |
|
|
11.07 |
% |
|
4/25/2028 |
|
$ |
|
7,800 |
|
|
|
7,724 |
|
|
|
7,800 |
|
|
|
|
|
Banking, Finance, Insurance & Real Estate Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,909 |
|
|
$ |
9,985 |
|
|
|
160.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
AXH Air Coolers (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.75 |
% |
|
|
12.06 |
% |
|
10/31/2029 |
|
$ |
|
23,828 |
|
|
|
23,696 |
|
|
|
23,828 |
|
|
|
|
|
DiversiTech (12)(17) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
4.01 |
% |
|
|
9.35 |
% |
|
12/22/2028 |
|
$ |
|
1,989 |
|
|
|
1,993 |
|
|
|
1,993 |
|
|
|
|
|
Capital Equipment Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
25,689 |
|
|
$ |
25,821 |
|
|
|
416.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chemicals, Plastics & Rubber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
INEOS US Petrochem (12)(18) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
3.85 |
% |
|
|
9.19 |
% |
|
3/14/2030 |
|
$ |
|
1,990 |
|
|
|
1,992 |
|
|
|
1,992 |
|
|
|
|
|
Prince\Ferro (12)(17) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
4.25 |
% |
|
|
9.71 |
% |
|
4/23/2029 |
|
$ |
|
1,990 |
|
|
|
1,975 |
|
|
|
1,975 |
|
|
|
|
|
V Global Holdings LLC (12)(16)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.90 |
% |
|
|
11.22 |
% |
|
12/22/2027 |
|
$ |
|
20,013 |
|
|
|
19,931 |
|
|
|
19,062 |
|
|
|
|
|
Chemicals, Plastics & Rubber Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23,898 |
|
|
$ |
23,029 |
|
|
|
371.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction & Building |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service Master (18)(19)(26)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.86% (1.00% PIK) |
|
|
|
12.21 |
% |
|
8/16/2027 |
|
$ |
|
9,937 |
|
|
|
9,937 |
|
|
|
9,937 |
|
|
|
|
||
Construction & Building Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,937 |
|
|
$ |
9,937 |
|
|
|
160.1 |
% |
|||
75
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
|
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Principal (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer Goods: Durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New Milani Group LLC (12)(15)(19)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.50 |
% |
|
|
10.93 |
% |
|
6/6/2026 |
|
$ |
|
9,869 |
|
|
|
9,869 |
|
|
|
9,869 |
|
|
|
|
|
Stanton Carpet (12)(15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
|
9.15 |
% |
|
|
14.46 |
% |
|
3/31/2028 |
|
$ |
|
5,000 |
|
|
|
4,935 |
|
|
|
5,000 |
|
|
|
|
|
TLC Purchaser, Inc. (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.76 |
% |
|
|
11.09 |
% |
|
10/13/2025 |
|
$ |
|
27,078 |
|
|
|
26,243 |
|
|
|
26,536 |
|
|
|
|
|
Consumer Goods: Durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
41,047 |
|
|
$ |
41,405 |
|
|
|
667.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer Goods: Non-Durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Evriholder (12)(19)(32)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.90 |
% |
|
|
12.23 |
% |
|
1/24/2028 |
|
$ |
|
16,139 |
|
|
|
15,981 |
|
|
|
16,058 |
|
|
|
|
|
FL Hawk Intermediate Holdings, Inc. (12)(15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
|
9.01 |
% |
|
|
14.35 |
% |
|
8/19/2028 |
|
$ |
|
5,004 |
|
|
|
5,004 |
|
|
|
5,004 |
|
|
|
|
|
RoC Skincare (12)(15)(19)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.00 |
% |
|
|
11.33 |
% |
|
2/21/2031 |
|
$ |
|
16,209 |
|
|
|
15,971 |
|
|
|
16,209 |
|
|
|
|
|
Solaray, LLC (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.60 |
% |
|
|
11.93 |
% |
|
12/15/2025 |
|
$ |
|
9,944 |
|
|
|
9,944 |
|
|
|
9,571 |
|
|
|
|
|
WU Holdco, Inc. (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.65 |
% |
|
|
10.98 |
% |
|
3/26/2027 |
|
$ |
|
6,428 |
|
|
|
6,428 |
|
|
|
6,428 |
|
|
|
|
|
WU Holdco, Inc. (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.40 |
% |
|
|
10.73 |
% |
|
3/26/2027 |
|
$ |
|
6,221 |
|
|
|
6,221 |
|
|
|
6,221 |
|
|
|
|
|
Consumer Goods: Non-Durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
59,549 |
|
|
$ |
59,491 |
|
|
|
958.6 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer Goods: Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
WSP (15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
1.00 |
% |
|
|
6.48 |
% |
|
4/27/2028 |
|
$ |
|
3,171 |
|
|
|
3,141 |
|
|
|
2,600 |
|
|
|
|
|
WSP (7)(14)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
— |
|
8.00% PIK |
|
|
|
8.00 |
% |
|
4/27/2028 |
|
$ |
|
1,998 |
|
|
|
1,978 |
|
|
|
959 |
|
|
|
|
||
Consumer Goods: Wholesale Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,119 |
|
|
$ |
3,559 |
|
|
|
57.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Containers, Packaging & Glass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
ASP-r-pac Acquisition Co LLC (12)(16)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.26 |
% |
|
|
11.59 |
% |
|
12/29/2027 |
|
$ |
|
22,702 |
|
|
|
22,548 |
|
|
|
22,475 |
|
|
|
|
|
Iris Holding, Inc. (12)(17)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
4.75 |
% |
|
|
10.18 |
% |
|
6/28/2028 |
|
$ |
|
9,825 |
|
|
|
9,498 |
|
|
|
9,285 |
|
|
|
|
|
Containers, Packaging & Glass Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
32,046 |
|
|
$ |
31,760 |
|
|
|
511.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Energy: Electricity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
WCI Gigawatt Purchaser (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.76 |
% |
|
|
11.09 |
% |
|
11/19/2027 |
|
$ |
|
20,357 |
|
|
|
20,151 |
|
|
|
20,255 |
|
|
|
|
|
WCI Gigawatt Purchaser (15)(19)(35) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
5.76 |
% |
|
|
11.09 |
% |
|
11/19/2027 |
|
$ |
|
4,723 |
|
|
|
4,650 |
|
|
|
4,700 |
|
|
|
|
|
WCI Gigawatt Purchaser (15)(19)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.26 |
% |
|
|
11.59 |
% |
|
11/19/2027 |
|
$ |
|
3,414 |
|
|
|
3,414 |
|
|
|
3,414 |
|
|
|
|
|
Energy: Electricity Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
28,215 |
|
|
$ |
28,369 |
|
|
|
457.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FIRE: Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allworth Financial Group, L.P. (12)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
5.00 |
% |
|
|
10.34 |
% |
|
12/23/2027 |
|
$ |
|
2,106 |
|
|
|
2,106 |
|
|
|
2,106 |
|
|
|
|
|
Allworth Financial Group, L.P. (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.00 |
% |
|
|
10.34 |
% |
|
12/23/2027 |
|
$ |
|
8,302 |
|
|
|
8,302 |
|
|
|
8,302 |
|
|
|
|
|
Congress Wealth (15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.60 |
% |
|
|
11.93 |
% |
|
6/30/2029 |
|
$ |
|
4,696 |
|
|
|
4,696 |
|
|
|
4,696 |
|
|
|
|
|
Hudson River Trading (12)(18) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
3.11 |
% |
|
|
8.46 |
% |
|
3/20/2028 |
|
$ |
|
2,985 |
|
|
|
2,969 |
|
|
|
2,969 |
|
|
|
|
|
Insigneo Financial Group LLC (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.60 |
% |
|
|
11.93 |
% |
|
8/1/2028 |
|
$ |
|
7,400 |
|
|
|
7,400 |
|
|
|
7,400 |
|
|
|
|
|
Insigneo Financial Group LLC (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.60 |
% |
|
|
11.75 |
% |
|
8/1/2028 |
|
$ |
|
3,825 |
|
|
|
3,825 |
|
|
|
3,825 |
|
|
|
|
|
FIRE: Finance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29,298 |
|
|
$ |
29,298 |
|
|
|
472.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FIRE: Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Asurion LLC (12)(18) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
4.10 |
% |
|
|
9.44 |
% |
|
8/19/2028 |
|
$ |
|
1,990 |
|
|
|
1,968 |
|
|
|
1,968 |
|
|
|
|
|
Margaux Acquisition Inc. (16)(19)(34) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
5.65 |
% |
|
|
10.95 |
% |
|
12/19/2025 |
|
$ |
|
8,965 |
|
|
|
8,965 |
|
|
|
8,965 |
|
|
|
|
|
Margaux Acquisition Inc. (12)(16)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.65 |
% |
|
|
10.95 |
% |
|
12/19/2025 |
|
$ |
|
11,195 |
|
|
|
11,195 |
|
|
|
11,195 |
|
|
|
|
|
Simplicity (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.40 |
% |
|
|
11.73 |
% |
|
12/2/2026 |
|
$ |
|
5,456 |
|
|
|
5,456 |
|
|
|
5,456 |
|
|
|
|
|
Simplicity (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.40 |
% |
|
|
11.73 |
% |
|
12/2/2026 |
|
$ |
|
24,169 |
|
|
|
23,752 |
|
|
|
24,169 |
|
|
|
|
|
FIRE: Insurance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
51,336 |
|
|
$ |
51,753 |
|
|
|
833.9 |
% |
|||
76
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
|
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Principal (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Forest Products & Paper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Multi-Color Corp (12)(17) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.10 |
% |
|
|
10.44 |
% |
|
10/29/2028 |
|
$ |
|
1,990 |
|
|
|
1,952 |
|
|
|
1,952 |
|
|
|
|
|
Forest Products & Paper Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,952 |
|
|
$ |
1,952 |
|
|
|
31.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Apollo Intelligence (12)(16)(19)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.75 |
% |
|
|
11.07 |
% |
|
5/31/2028 |
|
$ |
|
10,611 |
|
|
|
10,540 |
|
|
|
10,611 |
|
|
|
|
|
HealthDrive (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.10 |
% |
|
|
11.44 |
% |
|
8/20/2029 |
|
$ |
|
18,609 |
|
|
|
18,609 |
|
|
|
18,609 |
|
|
|
|
|
Pharmacy Partners (12)(19)(32)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.50 |
% |
|
|
11.84 |
% |
|
2/28/2029 |
|
$ |
|
21,945 |
|
|
|
21,679 |
|
|
|
21,945 |
|
|
|
|
|
SunMed Group Holdings, LLC (12)(16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.60 |
% |
|
|
10.93 |
% |
|
6/16/2028 |
|
$ |
|
9,484 |
|
|
|
9,484 |
|
|
|
9,484 |
|
|
|
|
|
Healthcare & Pharmaceuticals Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
60,312 |
|
|
$ |
60,649 |
|
|
|
977.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
AMI US Holdings Inc. (3)(12)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
|
— |
|
|
10/1/2026 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
AMI US Holdings Inc. (15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.35 |
% |
|
|
10.69 |
% |
|
10/1/2026 |
|
$ |
|
2,584 |
|
|
|
2,584 |
|
|
|
2,584 |
|
|
|
|
|
AMI US Holdings Inc. (3)(12)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
— |
|
— |
|
|
— |
|
|
10/1/2026 |
|
$ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
AMI US Holdings Inc. (15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.35 |
% |
|
|
10.69 |
% |
|
10/1/2026 |
|
$ |
|
5,594 |
|
|
|
5,594 |
|
|
|
5,594 |
|
|
|
|
|
Applitools (16)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.25% PIK |
|
|
|
11.59 |
% |
|
5/25/2029 |
|
$ |
|
11,664 |
|
|
|
11,584 |
|
|
|
11,489 |
|
|
|
|
||
Element Buyer, Inc. (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.10 |
% |
|
|
11.44 |
% |
|
7/19/2026 |
|
$ |
|
7,480 |
|
|
|
7,480 |
|
|
|
7,480 |
|
|
|
|
|
Element Buyer, Inc. (12)(15)(19)(34) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
6.10 |
% |
|
|
11.44 |
% |
|
7/19/2026 |
|
$ |
|
10,795 |
|
|
|
10,795 |
|
|
|
10,795 |
|
|
|
|
|
E-Tech Group (12)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
|
5.50 |
% |
|
|
10.84 |
% |
|
4/9/2030 |
|
$ |
|
4,500 |
|
|
|
4,455 |
|
|
|
4,455 |
|
|
|
|
|
Gainwell Acquisition (12)(15) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
4.10 |
% |
|
|
9.43 |
% |
|
10/1/2027 |
|
$ |
|
2,985 |
|
|
|
2,864 |
|
|
|
2,897 |
|
|
|
|
|
NearMap (15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.25 |
% |
|
|
12.58 |
% |
|
12/9/2029 |
|
$ |
|
16,247 |
|
|
|
16,086 |
|
|
|
16,247 |
|
|
|
|
|
Proofpoint (12)(17) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
3.00 |
% |
|
|
8.32 |
% |
|
8/31/2028 |
|
$ |
|
1,995 |
|
|
|
2,000 |
|
|
|
2,000 |
|
|
|
|
|
SensorTower (12)(19)(31) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.50 |
% |
|
|
12.84 |
% |
|
3/15/2029 |
|
$ |
|
4,090 |
|
|
|
4,029 |
|
|
|
4,029 |
|
|
|
|
|
Superna Inc. (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.50 |
% |
|
|
11.83 |
% |
|
3/6/2028 |
|
$ |
|
33,284 |
|
|
|
32,974 |
|
|
|
32,452 |
|
|
|
|
|
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
100,445 |
|
|
$ |
100,022 |
|
|
|
1611.7 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Hotel, Gaming & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aimbridge Acquisition Co., Inc. (12)(18)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
|
7.61 |
% |
|
|
12.96 |
% |
|
2/1/2027 |
|
$ |
|
6,000 |
|
|
|
5,750 |
|
|
|
5,700 |
|
|
|
|
|
Concert Golf Partners Holdco (12)(16)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
4.85 |
% |
|
|
10.23 |
% |
|
4/1/2030 |
|
$ |
|
20,384 |
|
|
|
20,094 |
|
|
|
20,384 |
|
|
|
|
|
Pyramid Global Hospitality (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.00 |
% |
|
|
12.33 |
% |
|
1/19/2028 |
|
$ |
|
15,800 |
|
|
|
15,481 |
|
|
|
15,800 |
|
|
|
|
|
Hotel, Gaming & Leisure Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
41,325 |
|
|
$ |
41,884 |
|
|
|
674.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Media: Diversified & Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Internet Brands (12)(17) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
4.25 |
% |
|
|
9.59 |
% |
|
5/3/2028 |
|
$ |
|
2,985 |
|
|
|
2,974 |
|
|
|
2,974 |
|
|
|
|
|
Media: Diversified & Production Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,974 |
|
|
$ |
2,974 |
|
|
|
47.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New Look (Delaware) Corporation (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.65 |
% |
|
|
10.98 |
% |
|
5/26/2028 |
|
$ |
|
9,506 |
|
|
|
9,217 |
|
|
|
9,411 |
|
|
|
|
|
Petco (12)(17) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
3.51 |
% |
|
|
8.85 |
% |
|
3/3/2028 |
|
$ |
|
2,000 |
|
|
|
1,857 |
|
|
|
1,857 |
|
|
|
|
|
Thrasio, LLC (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
10.00% PIK |
|
|
|
15.45 |
% |
|
6/18/2029 |
|
$ |
|
3,191 |
|
|
|
3,191 |
|
|
|
3,191 |
|
|
|
|
||
Thrasio, LLC (18)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
10.00% PIK |
|
|
|
15.45 |
% |
|
6/18/2029 |
|
$ |
|
1,040 |
|
|
|
1,040 |
|
|
|
1,040 |
|
|
|
|
||
Thrasio, LLC (14)(19) |
|
Equity Interest |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
|
52 |
|
|
|
5,369 |
|
|
|
2,366 |
|
|
|
|
|||
Thrasio, LLC (14)(19) |
|
Equity Interest |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
|
6 |
|
|
|
597 |
|
|
|
264 |
|
|
|
|
|||
Thrasio, LLC (14)(19) |
|
Equity Interest |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
|
4,098 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Retail Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
21,271 |
|
|
$ |
18,129 |
|
|
|
292.1 |
% |
|||
77
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
|
|
|
|
|
|
Market |
|
|
% of Members |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
|
Rate |
|
|
Date |
|
Principal (9) |
|
|
Cost |
|
|
Value |
|
|
Equity (4) |
|
|||||||
U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services: Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Avalon Acquiror, Inc. (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.25 |
% |
|
|
11.58 |
% |
|
3/10/2028 |
|
$ |
|
32,218 |
|
|
|
31,999 |
|
|
|
32,218 |
|
|
|
|
|
Discovery Senior Living (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.75 |
% |
|
|
11.09 |
% |
|
3/18/2030 |
|
$ |
|
9,975 |
|
|
|
9,855 |
|
|
|
9,925 |
|
|
|
|
|
Smartronix (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.10 |
% |
|
|
11.33 |
% |
|
11/23/2028 |
|
$ |
|
12,870 |
|
|
|
12,702 |
|
|
|
12,870 |
|
|
|
|
|
Smartronix (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.35 |
% |
|
|
11.58 |
% |
|
11/23/2028 |
|
$ |
|
5,736 |
|
|
|
5,736 |
|
|
|
5,736 |
|
|
|
|
|
Smartronix (15)(19)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.35 |
% |
|
|
11.58 |
% |
|
11/23/2028 |
|
$ |
|
8,706 |
|
|
|
8,511 |
|
|
|
8,706 |
|
|
|
|
|
Services: Business Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
68,803 |
|
|
$ |
69,455 |
|
|
|
1119.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services: Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ancestry.com Inc. (12)(17) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
3.25 |
% |
|
|
8.69 |
% |
|
12/6/2027 |
|
$ |
|
744 |
|
|
|
725 |
|
|
|
725 |
|
|
|
|
|
Eagle Parent Corp (12)(17)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
4.25 |
% |
|
|
9.58 |
% |
|
4/2/2029 |
|
$ |
|
3,293 |
|
|
|
3,285 |
|
|
|
3,210 |
|
|
|
|
|
MZR Buyer, LLC (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.85 |
% |
|
|
12.19 |
% |
|
12/22/2026 |
|
$ |
|
27,371 |
|
|
|
27,321 |
|
|
|
26,550 |
|
|
|
|
|
Services: Consumer Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
31,331 |
|
|
$ |
30,485 |
|
|
|
491.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Meriplex Communications, Ltd. (12)(16)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.00 |
% |
|
|
10.44 |
% |
|
7/17/2028 |
|
$ |
|
14,883 |
|
|
|
14,720 |
|
|
|
14,660 |
|
|
|
|
|
Taoglas (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.25 |
% |
|
|
12.58 |
% |
|
2/28/2029 |
|
$ |
|
18,559 |
|
|
|
18,290 |
|
|
|
17,909 |
|
|
|
|
|
Telecommunications Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
33,010 |
|
|
$ |
32,569 |
|
|
|
524.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Transportation: Cargo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
A&R Logistics, Inc. (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.40 |
% |
|
|
11.70 |
% |
|
8/3/2026 |
|
$ |
|
29,077 |
|
|
|
29,077 |
|
|
|
28,786 |
|
|
|
|
|
Gulf Winds International (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.60 |
% |
|
|
12.94 |
% |
|
12/16/2028 |
|
$ |
|
14,159 |
|
|
|
13,897 |
|
|
|
14,159 |
|
|
|
|
|
Gulf Winds International (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.60 |
% |
|
|
12.94 |
% |
|
12/16/2028 |
|
$ |
|
7,481 |
|
|
|
7,407 |
|
|
|
7,481 |
|
|
|
|
|
RoadOne (15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.25 |
% |
|
|
11.59 |
% |
|
12/29/2028 |
|
$ |
|
6,934 |
|
|
|
6,773 |
|
|
|
6,934 |
|
|
|
|
|
RoadOne (3)(18)(19)(34) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
6.25 |
% |
|
|
11.59 |
% |
|
12/29/2028 |
|
$ |
|
1,065 |
|
|
|
1,063 |
|
|
|
1,063 |
|
|
|
|
|
Transportation: Cargo Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
58,217 |
|
|
$ |
58,423 |
|
|
|
941.4 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Transportation: Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
PrimeFlight Acquisition LLC (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.50 |
% |
|
|
10.83 |
% |
|
5/1/2029 |
|
$ |
|
6,571 |
|
|
|
6,571 |
|
|
|
6,571 |
|
|
|
|
|
PrimeFlight Acquisition LLC (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.85 |
% |
|
|
12.18 |
% |
|
5/1/2029 |
|
$ |
|
23,001 |
|
|
|
22,506 |
|
|
|
23,001 |
|
|
|
|
|
Transportation: Consumer Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29,077 |
|
|
$ |
29,572 |
|
|
|
476.4 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Abracon Group Holding, LLC. (16)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.15 |
% |
|
|
11.48 |
% |
|
7/6/2028 |
|
$ |
|
11,790 |
|
|
|
11,629 |
|
|
|
10,523 |
|
|
|
|
|
Hultec (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.65 |
% |
|
|
11.98 |
% |
|
3/31/2029 |
|
$ |
|
6,417 |
|
|
|
6,255 |
|
|
|
6,289 |
|
|
|
|
|
SureWerx (16)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.25 |
% |
|
|
10.58 |
% |
|
12/28/2029 |
|
$ |
|
8,260 |
|
|
|
8,094 |
|
|
|
8,260 |
|
|
|
|
|
Wholesale Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
25,978 |
|
|
$ |
25,072 |
|
|
|
404.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
987,519 |
|
|
$ |
983,416 |
|
|
|
15846.2 |
% |
|||
78
79
Below is a listing of SLP's individual investments as of December 31, 2023:
Senior Loan Program, LLC
Consolidated Schedule of Investments
As of December 31, 2023
|
|
|
|
|
|
|
|
Interest |
|
Maturity |
|
|
|
|
|
Market |
|
% of |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
Date |
|
Principal (9) |
|
Cost |
|
Value |
|
Equity (4) |
|
|||||||
U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Forward Slope (15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.85 |
% |
|
12.20 |
% |
8/22/2029 |
|
$ |
|
18,703 |
|
|
18,703 |
|
|
18,235 |
|
|
|
|
Robinson Helicopter (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.60 |
% |
|
11.96 |
% |
6/30/2028 |
|
$ |
|
31,582 |
|
|
31,229 |
|
|
31,582 |
|
|
|
|
Saturn Purchaser Corp. (15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.60 |
% |
|
11.01 |
% |
7/23/2029 |
|
$ |
|
21,142 |
|
|
21,050 |
|
|
21,142 |
|
|
|
|
Whitcraft-Paradigm (15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.00 |
% |
|
12.35 |
% |
2/15/2029 |
|
$ |
|
9,925 |
|
|
9,836 |
|
|
9,925 |
|
|
|
|
Aerospace & Defense Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
80,818 |
|
$ |
80,884 |
|
|
529.7 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Automotive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cardo (12)(18)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.15 |
% |
|
10.54 |
% |
5/12/2028 |
|
$ |
|
10,800 |
|
|
10,800 |
|
|
10,800 |
|
|
|
|
Gills Point S (15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.00 |
% |
|
12.38 |
% |
5/17/2029 |
|
$ |
|
9,950 |
|
|
9,950 |
|
|
9,950 |
|
|
|
|
Intoxalock (15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.50 |
% |
|
11.96 |
% |
11/1/2028 |
|
$ |
|
17,099 |
|
|
16,953 |
|
|
17,099 |
|
|
|
|
JHCC Holdings, LLC (19)(34)(35) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
5.25 |
% |
|
10.75 |
% |
9/9/2025 |
|
$ |
|
8,248 |
|
|
8,177 |
|
|
8,248 |
|
|
|
|
JHCC Holdings, LLC (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.25 |
% |
|
10.75 |
% |
9/9/2025 |
|
$ |
|
16,488 |
|
|
16,352 |
|
|
16,488 |
|
|
|
|
Automotive Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
62,232 |
|
$ |
62,585 |
|
|
409.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Banking, Finance, Insurance & Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Morrow Sodali Global LLC (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.63 |
% |
|
11.09 |
% |
4/25/2028 |
|
$ |
|
7,840 |
|
|
7,752 |
|
|
7,761 |
|
|
|
|
Banking, Finance, Insurance & Real Estate Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,752 |
|
$ |
7,761 |
|
|
50.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chemicals, Plastics & Rubber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Hultec (15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.40 |
% |
|
11.79 |
% |
3/31/2029 |
|
$ |
|
6,450 |
|
|
6,273 |
|
|
6,257 |
|
|
|
|
V Global Holdings LLC (12)(16)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.00 |
% |
|
11.43 |
% |
12/22/2027 |
|
$ |
|
20,115 |
|
|
20,021 |
|
|
19,461 |
|
|
|
|
Chemicals, Plastics & Rubber Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
26,294 |
|
$ |
25,718 |
|
|
168.4 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction & Building |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
AXH Air Coolers (15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.75 |
% |
|
12.19 |
% |
10/31/2029 |
|
$ |
|
18,750 |
|
|
18,563 |
|
|
18,563 |
|
|
|
|
Service Master (15)(19)(26)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.11% (1.00% PIK) |
|
|
12.47 |
% |
8/16/2027 |
|
$ |
|
9,965 |
|
|
9,965 |
|
|
9,965 |
|
|
|
||
YLG Holdings, Inc. (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.10 |
% |
|
10.48 |
% |
10/31/2025 |
|
$ |
|
20,349 |
|
|
20,349 |
|
|
20,348 |
|
|
|
|
Construction & Building Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
48,877 |
|
$ |
48,876 |
|
|
320.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer Goods: Durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New Milani Group LLC (15)(19)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.50 |
% |
|
10.96 |
% |
6/6/2024 |
|
$ |
|
9,921 |
|
|
9,921 |
|
|
9,921 |
|
|
|
|
Stanton Carpet (12)(15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
|
9.15 |
% |
|
14.56 |
% |
3/31/2028 |
|
$ |
|
5,000 |
|
|
4,928 |
|
|
5,000 |
|
|
|
|
TLC Purchaser, Inc. (12)(15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
2.26% (6.25% PIK) |
|
|
14.15 |
% |
10/13/2025 |
|
$ |
|
10,521 |
|
|
9,964 |
|
|
9,863 |
|
|
|
||
Consumer Goods: Durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
24,813 |
|
$ |
24,784 |
|
|
162.3 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer Goods: Non-Durable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FL Hawk Intermediate Holdings, Inc. (12)(15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
|
9.26 |
% |
|
14.61 |
% |
8/19/2028 |
|
$ |
|
5,004 |
|
|
5,004 |
|
|
5,004 |
|
|
|
|
RoC Opco LLC (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.60 |
% |
|
12.95 |
% |
2/25/2025 |
|
$ |
|
8,663 |
|
|
8,663 |
|
|
8,663 |
|
|
|
|
Solaray, LLC (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.60 |
% |
|
11.97 |
% |
12/15/2025 |
|
$ |
|
10,524 |
|
|
10,524 |
|
|
10,024 |
|
|
|
|
WU Holdco, Inc. (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.65 |
% |
|
11.00 |
% |
3/26/2026 |
|
$ |
|
6,461 |
|
|
6,461 |
|
|
6,363 |
|
|
|
|
WU Holdco, Inc. (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.65 |
% |
|
11.00 |
% |
3/26/2026 |
|
$ |
|
6,254 |
|
|
6,254 |
|
|
6,160 |
|
|
|
|
Consumer Goods: Non-Durable Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
36,906 |
|
$ |
36,214 |
|
|
237.2 |
% |
|||
80
|
|
|
|
|
|
|
|
Interest |
|
Maturity |
|
|
|
|
|
Market |
|
% of |
|
|||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
Spread (1) |
|
Rate |
|
Date |
|
Principal (9) |
|
Cost |
|
Value |
|
Equity (4) |
|
|||||||
U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer Goods: Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
WSP (12)(15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
6.40% (0.75% PIK) |
|
|
12.53 |
% |
4/27/2027 |
|
$ |
|
5,627 |
|
|
5,564 |
|
|
4,840 |
|
|
|
||
Consumer Goods: Wholesale Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,564 |
|
$ |
4,840 |
|
|
31.7 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Containers, Packaging & Glass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
ASP-r-pac Acquisition Co LLC (12)(16)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.26 |
% |
|
11.64 |
% |
12/29/2027 |
|
$ |
|
22,819 |
|
|
22,641 |
|
|
22,020 |
|
|
|
|
Iris Holding, Inc. (17)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
4.75 |
% |
|
10.23 |
% |
6/28/2028 |
|
$ |
|
9,875 |
|
|
9,505 |
|
|
9,150 |
|
|
|
|
Containers, Packaging & Glass Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
32,146 |
|
$ |
31,170 |
|
|
204.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FIRE: Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allworth Financial Group, L.P. (12)(15)(19) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
5.50 |
% |
|
10.96 |
% |
12/23/2026 |
|
$ |
|
2,112 |
|
|
2,112 |
|
|
2,090 |
|
|
|
|
Allworth Financial Group, L.P. (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.50 |
% |
|
10.96 |
% |
12/23/2026 |
|
$ |
|
8,345 |
|
|
8,345 |
|
|
8,261 |
|
|
|
|
Congress Wealth (18)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.85 |
% |
|
12.20 |
% |
6/30/2029 |
|
$ |
|
4,719 |
|
|
4,719 |
|
|
4,719 |
|
|
|
|
FIRE: Finance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,176 |
|
$ |
15,070 |
|
|
98.7 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FIRE: Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Margaux Acquisition Inc. (16)(19)(34) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
5.90 |
% |
|
11.29 |
% |
12/19/2024 |
|
$ |
|
9,012 |
|
|
9,012 |
|
|
9,012 |
|
|
|
|
Margaux Acquisition Inc. (12)(16)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.75 |
% |
|
11.23 |
% |
12/19/2024 |
|
$ |
|
11,254 |
|
|
11,254 |
|
|
11,254 |
|
|
|
|
Simplicity (18)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.40 |
% |
|
11.75 |
% |
12/2/2026 |
|
$ |
|
19,900 |
|
|
19,393 |
|
|
19,601 |
|
|
|
|
FIRE: Insurance Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
39,659 |
|
$ |
39,867 |
|
|
261.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Apollo Intelligence (12)(18)(19)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.75 |
% |
|
11.12 |
% |
5/31/2028 |
|
$ |
|
10,665 |
|
|
10,585 |
|
|
10,612 |
|
|
|
|
CPS Group Holdings, Inc. (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.25 |
% |
|
10.75 |
% |
3/3/2025 |
|
$ |
|
19,603 |
|
|
19,574 |
|
|
19,603 |
|
|
|
|
HealthDrive (15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.10 |
% |
|
11.46 |
% |
8/20/2029 |
|
$ |
|
18,703 |
|
|
18,703 |
|
|
18,703 |
|
|
|
|
SunMed Group Holdings, LLC (12)(16)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.60 |
% |
|
10.96 |
% |
6/16/2028 |
|
$ |
|
9,533 |
|
|
9,533 |
|
|
9,533 |
|
|
|
|
Healthcare & Pharmaceuticals Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
58,395 |
|
$ |
58,451 |
|
|
382.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Tech Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
AMI US Holdings Inc. (3)(12)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
|
— |
|
|
— |
|
4/1/2025 |
|
$ |
|
— |
|
|
— |
|
|
— |
|
|
|
|
AMI US Holdings Inc. (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.25 |
% |
|
10.71 |
% |
4/1/2025 |
|
$ |
|
2,784 |
|
|
2,784 |
|
|
2,784 |
|
|
|
|
AMI US Holdings Inc. (3)(12)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
|
— |
|
|
— |
|
4/1/2025 |
|
$ |
|
— |
|
|
— |
|
|
— |
|
|
|
|
AMI US Holdings Inc. (15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
5.25 |
% |
|
10.71 |
% |
4/1/2025 |
|
$ |
|
6,026 |
|
|
6,026 |
|
|
6,026 |
|
|
|
|
Applitools (19)(32) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.25 |
% |
|
11.61 |
% |
5/25/2029 |
|
$ |
|
11,003 |
|
|
10,915 |
|
|
10,811 |
|
|
|
|
Element Buyer, Inc. (15)(19)(34) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
6.00 |
% |
|
11.46 |
% |
7/19/2026 |
|
$ |
|
9,974 |
|
|
9,974 |
|
|
9,974 |
|
|
|
|
NearMap (18)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
7.25 |
% |
|
12.61 |
% |
12/9/2029 |
|
$ |
|
16,247 |
|
|
16,071 |
|
|
16,247 |
|
|
|
|
Superna Inc. (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
6.50 |
% |
|
11.88 |
% |
3/6/2028 |
|
$ |
|
33,454 |
|
|
33,100 |
|
|
32,283 |
|
|
|
|
Ventiv Holdco, Inc. (12)(15)(19)(26) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
5.60% (1.00% PIK) |
|
|
11.95 |
% |
9/3/2025 |
|
$ |
|
9,891 |
|
|
9,891 |
|
|
9,891 |
|
|
|
||
High Tech Industries Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
88,761 |
|
$ |
88,016 |
|
|
576.5 |
% |
|||
81
|
|
|
|
|
|
|
|
|
Interest |
|
Maturity |
|
|
|
|
|
Market |
|
% of |
|
||||||||
Portfolio Company |
|
Investment Type |
|
Index (1) |
|
|
Spread (1) |
|
Rate |
|
Date |
|
Principal (9) |
|
Cost |
|
Value |
|
Equity (4) |
|
||||||||
U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Hotel, Gaming & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Aimbridge Acquisition Co., Inc. (12)(18)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
|
|
7.50 |
% |
|
12.97 |
% |
2/1/2027 |
|
$ |
|
6,000 |
|
|
5,701 |
|
|
5,610 |
|
|
|
||
Concert Golf Partners Holdco (12)(16)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
5.50 |
% |
|
11.25 |
% |
4/2/2029 |
|
$ |
|
20,488 |
|
|
20,166 |
|
|
20,488 |
|
|
|
||
Pyramid Global Hospitality (15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
8.00 |
% |
|
13.41 |
% |
1/19/2027 |
|
$ |
|
15,880 |
|
|
15,496 |
|
|
15,880 |
|
|
|
||
Saltoun (7)(12)(18)(19)(26) |
|
First Lien Senior Secured Loan |
|
|
— |
|
|
13.75% PIK |
|
|
13.75 |
% |
4/11/2028 |
|
$ |
|
11,454 |
|
|
11,045 |
|
|
6,071 |
|
|
|
||
Hotel, Gaming & Leisure Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
52,408 |
|
$ |
48,049 |
|
|
314.7 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
New Look (Delaware) Corporation (15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
5.65 |
% |
|
11.00 |
% |
5/26/2028 |
|
$ |
|
9,555 |
|
|
9,227 |
|
|
9,316 |
|
|
|
||
Thrasio, LLC (7)(12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
9.26 |
% |
|
14.61 |
% |
12/18/2026 |
|
$ |
|
9,085 |
|
|
9,085 |
|
|
3,634 |
|
|
|
||
Retail Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,312 |
|
$ |
12,950 |
|
|
84.8 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Services: Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
AMCP Clean Acquisition Company, LLC (18)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
4.40 |
% |
|
9.79 |
% |
7/10/2025 |
|
$ |
|
8,275 |
|
|
7,744 |
|
|
7,812 |
|
|
|
||
AMCP Clean Acquisition Company, LLC (18)(35) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
|
4.40 |
% |
|
9.79 |
% |
7/10/2025 |
|
$ |
|
1,647 |
|
|
1,541 |
|
|
1,554 |
|
|
|
||
Avalon Acquiror, Inc. (12)(18)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
6.25 |
% |
|
11.60 |
% |
3/10/2028 |
|
$ |
|
32,382 |
|
|
32,132 |
|
|
31,492 |
|
|
|
||
Refine Intermediate, Inc. (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
4.60 |
% |
|
9.95 |
% |
3/3/2027 |
|
$ |
|
19,712 |
|
|
19,712 |
|
|
19,712 |
|
|
|
||
Smartronix (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
5.85 |
% |
|
11.57 |
% |
11/23/2028 |
|
$ |
|
12,936 |
|
|
12,748 |
|
|
12,807 |
|
|
|
||
Smartronix (15)(19)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
6.10 |
% |
|
11.59 |
% |
11/23/2028 |
|
$ |
|
8,750 |
|
|
8,532 |
|
|
8,663 |
|
|
|
||
TEI Holdings Inc. (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
5.25 |
% |
|
10.76 |
% |
12/23/2026 |
|
$ |
|
18,389 |
|
|
18,389 |
|
|
18,389 |
|
|
|
||
WCI Gigawatt Purchaser (12)(15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
5.76 |
% |
|
11.13 |
% |
11/19/2027 |
|
$ |
|
20,433 |
|
|
20,197 |
|
|
20,229 |
|
|
|
||
WCI Gigawatt Purchaser (15)(19)(35) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
|
5.76 |
% |
|
11.13 |
% |
11/19/2027 |
|
$ |
|
4,748 |
|
|
4,663 |
|
|
4,700 |
|
|
|
||
Services: Business Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
125,658 |
|
$ |
125,358 |
|
|
821.0 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Services: Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Eagle Parent Corp (12)(16) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
4.25 |
% |
|
9.60 |
% |
4/2/2029 |
|
$ |
|
3,310 |
|
|
3,301 |
|
|
3,286 |
|
|
|
||
MZR Buyer, LLC (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
6.75 |
% |
|
12.21 |
% |
12/22/2026 |
|
$ |
|
27,513 |
|
|
27,453 |
|
|
27,513 |
|
|
|
||
Services: Consumer Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,754 |
|
$ |
30,799 |
|
|
201.7 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Meriplex Communications, Ltd. (16)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
5.00 |
% |
|
10.46 |
% |
7/17/2028 |
|
$ |
|
14,937 |
|
|
14,753 |
|
|
14,788 |
|
|
|
||
Taoglas (15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
7.25 |
% |
|
12.60 |
% |
2/28/2029 |
|
$ |
|
18,653 |
|
|
18,354 |
|
|
18,000 |
|
|
|
||
Telecommunications Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
33,107 |
|
$ |
32,788 |
|
|
214.8 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Transportation: Cargo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
A&R Logistics, Inc. (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
6.00 |
% |
|
11.48 |
% |
5/3/2025 |
|
$ |
|
29,230 |
|
|
29,230 |
|
|
29,084 |
|
|
|
||
Grammer Purchaser, Inc. (3)(12)(15)(19) |
|
First Lien Senior Secured Loan - Revolver |
|
SOFR |
|
|
|
4.85 |
% |
|
10.21 |
% |
9/30/2024 |
|
$ |
|
237 |
|
|
237 |
|
|
237 |
|
|
|
||
Grammer Purchaser, Inc. (12)(15)(19) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
5.00 |
% |
|
10.39 |
% |
9/30/2024 |
|
$ |
|
3,428 |
|
|
3,428 |
|
|
3,428 |
|
|
|
||
Gulf Winds International (18)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
7.10 |
% |
|
12.46 |
% |
12/16/2028 |
|
$ |
|
14,231 |
|
|
13,938 |
|
|
14,231 |
|
|
|
||
Omni Intermediate (15)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
5.15 |
% |
|
10.54 |
% |
11/23/2026 |
|
$ |
|
7,159 |
|
|
7,159 |
|
|
7,159 |
|
|
|
||
Omni Intermediate (12)(15)(19) |
|
Second Lien Senior Secured Loan |
|
SOFR |
|
|
|
9.15 |
% |
|
14.54 |
% |
12/30/2027 |
|
$ |
|
5,000 |
|
|
5,000 |
|
|
5,000 |
|
|
|
||
RoadOne (19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
6.25 |
% |
|
11.72 |
% |
12/29/2028 |
|
$ |
|
6,969 |
|
|
6,790 |
|
|
6,969 |
|
|
|
||
RoadOne (3)(18)(19)(34) |
|
First Lien Senior Secured Loan - Delayed Draw |
|
SOFR |
|
|
|
6.25 |
% |
|
11.72 |
% |
12/29/2028 |
|
$ |
|
1,071 |
|
|
1,068 |
|
|
1,071 |
|
|
|
||
Transportation: Cargo Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
66,850 |
|
$ |
67,179 |
|
|
440.0 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Transportation: Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
PrimeFlight Acquisition LLC (12)(15)(19)(34)(35) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
6.85 |
% |
|
12.28 |
% |
5/1/2029 |
|
$ |
|
19,900 |
|
|
19,351 |
|
|
19,900 |
|
|
|
||
Transportation: Consumer Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,351 |
|
$ |
19,900 |
|
|
130.3 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Abracon Group Holding, LLC. (18)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
6.00 |
% |
|
11.54 |
% |
7/6/2028 |
|
$ |
|
11,850 |
|
|
11,668 |
|
|
10,369 |
|
|
|
||
SureWerx (18)(19)(34) |
|
First Lien Senior Secured Loan |
|
SOFR |
|
|
|
6.75 |
% |
|
12.10 |
% |
12/28/2029 |
|
$ |
|
8,302 |
|
|
8,120 |
|
|
8,302 |
|
|
|
||
Wholesale Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,788 |
|
$ |
18,671 |
|
|
122.3 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
893,621 |
|
$ |
879,930 |
|
|
5762.9 |
% |
||||
82
83
Below is the financial information for SLP:
Selected Balance Sheet Information
|
As of |
|
|
As of |
|
||||
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||
Investments at fair value (amortized cost of $987,519 and $893,621, respectively) |
$ |
|
983,416 |
|
|
$ |
|
879,930 |
|
Cash |
|
|
16,683 |
|
|
|
|
10,303 |
|
Restricted cash and cash equivalents |
|
|
158,922 |
|
|
|
|
89,516 |
|
Prepaid expenses |
|
|
4,483 |
|
|
|
|
4,718 |
|
Deferred financing costs (net of accumulated amortization of $133 and $46, respectively) |
|
|
567 |
|
|
|
|
654 |
|
Interest receivable on investments |
|
|
8,695 |
|
|
|
|
6,808 |
|
Receivable for capital call |
|
|
40,000 |
|
|
|
|
— |
|
Total assets |
$ |
|
1,212,766 |
|
|
$ |
|
991,929 |
|
|
|
|
|
|
|
|
|
||
Interest payable on debt |
$ |
|
19,040 |
|
|
$ |
|
18,669 |
|
Interest payable on subordinated notes |
|
|
6,144 |
|
|
|
|
5,929 |
|
Debt (net of unamortized debt issuance costs of $4,717 and $4,628, respectively) |
|
|
878,183 |
|
|
|
|
713,494 |
|
Subordinated notes payable to members |
|
|
293,000 |
|
|
|
|
232,000 |
|
Distributions payable |
|
|
4,798 |
|
|
|
|
5,068 |
|
Payable for investments purchased |
|
|
16,310 |
|
|
|
|
— |
|
Accounts payable and accrued expenses |
|
|
1,497 |
|
|
|
|
1,500 |
|
Total liabilities |
$ |
|
1,218,972 |
|
|
$ |
|
976,660 |
|
Members’ deficit |
|
|
(6,206 |
) |
|
|
|
(7,211 |
) |
Noncontrolling interests |
|
|
— |
|
|
|
|
22,480 |
|
Total members' equity (deficit) |
$ |
|
(6,206 |
) |
|
$ |
|
15,269 |
|
Total liabilities and members’ equity |
$ |
|
1,212,766 |
|
|
$ |
|
991,929 |
|
Selected Statement of Operations Information
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||||||
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||||||||
Investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
$ |
|
31,775 |
|
|
$ |
|
21,132 |
|
|
$ |
|
58,439 |
|
|
$ |
|
37,656 |
|
Total investment income |
|
|
|
31,775 |
|
|
|
|
21,132 |
|
|
|
|
58,439 |
|
|
|
|
37,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and debt financing expenses |
|
|
|
19,364 |
|
|
|
|
9,264 |
|
|
|
|
35,461 |
|
|
|
|
16,856 |
|
Interest expense on members' subordinated notes |
|
|
|
6,144 |
|
|
|
|
4,681 |
|
|
|
|
12,042 |
|
|
|
|
7,467 |
|
Professional fees and other expenses |
|
|
|
1,587 |
|
|
|
|
971 |
|
|
|
|
3,064 |
|
|
|
|
1,732 |
|
Total expenses |
|
|
|
27,095 |
|
|
|
|
14,916 |
|
|
|
|
50,567 |
|
|
|
|
26,055 |
|
Net investment income |
|
|
|
4,680 |
|
|
|
|
6,216 |
|
|
|
|
7,872 |
|
|
|
|
11,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized and unrealized gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized gain (loss) on investments |
|
|
|
(8,447 |
) |
|
|
|
26 |
|
|
|
|
(7,781 |
) |
|
|
|
73 |
|
Net realized loss on extinguishment of debt |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(1,139 |
) |
|
|
|
|
|
Net change in unrealized appreciation on investments |
|
|
|
12,914 |
|
|
|
|
(2,976 |
) |
|
|
|
9,592 |
|
|
|
|
(3,375 |
) |
Net gain (loss) on investments |
|
|
|
4,467 |
|
|
|
|
(2,950 |
) |
|
|
|
672 |
|
|
|
|
(3,302 |
) |
Net increase from operations |
|
|
|
9,147 |
|
|
|
|
3,266 |
|
|
|
|
8,544 |
|
|
|
|
8,299 |
|
Less: net increase (decrease) attributable to noncontrolling interests |
|
|
|
— |
|
|
|
|
(933 |
) |
|
|
|
66 |
|
|
|
|
(2,462 |
) |
Net increase in members' capital from operations |
|
$ |
|
9,147 |
|
|
$ |
|
2,333 |
|
|
$ |
|
8,610 |
|
|
$ |
|
5,837 |
|
84
Note 4. Fair Value Measurements
Fair Value Disclosures
The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of June 30, 2024, according to the fair value hierarchy:
|
|
Fair Value Measurements |
|
||||||||||||||||||||||
|
|
|
Level 1 |
|
|
|
Level 2 |
|
|
|
Level 3 |
|
|
|
Measured at Net Asset Value (2) |
|
|
|
Total |
|
|||||
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
First Lien Senior Secured Loan |
|
$ |
— |
|
|
$ |
|
48,051 |
|
|
$ |
|
1,363,343 |
|
|
$ |
— |
|
|
$ |
|
1,411,394 |
|
||
Second Lien Senior Secured Loan |
|
|
— |
|
|
|
— |
|
|
|
|
59,500 |
|
|
|
— |
|
|
|
|
59,500 |
|
|||
Subordinated Debt |
|
|
— |
|
|
|
— |
|
|
|
|
46,690 |
|
|
|
— |
|
|
|
|
46,690 |
|
|||
Preferred Equity |
|
|
— |
|
|
|
— |
|
|
|
|
122,971 |
|
|
|
— |
|
|
|
|
122,971 |
|
|||
Equity Interest |
|
|
— |
|
|
|
— |
|
|
|
|
206,186 |
|
|
|
— |
|
|
|
|
206,186 |
|
|||
Warrants |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
0 |
|
||||
Subordinated Note Investment Vehicles (1) |
|
|
— |
|
|
|
— |
|
|
|
|
337,224 |
|
|
|
— |
|
|
|
|
337,224 |
|
|||
Preferred Equity Interest Investment Vehicles (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
(1,598 |
) |
|
|
|
(1,598 |
) |
|||
Equity Interest Investment Vehicles (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
55,124 |
|
|
|
|
55,124 |
|
|||
Total Investments |
|
$ |
— |
|
|
$ |
|
48,051 |
|
|
$ |
|
2,135,914 |
|
|
$ |
|
53,526 |
|
|
$ |
|
2,237,491 |
|
|
Cash equivalents |
|
$ |
|
70,162 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
70,162 |
|
|||
Forward currency exchange contracts (asset) |
|
$ |
— |
|
|
$ |
|
651 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
651 |
|
|||
Forward currency exchange contracts (liability) |
|
$ |
— |
|
|
$ |
|
(1,507 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
(1,507 |
) |
|||
The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2023, according to the fair value hierarchy:
|
|
Fair Value Measurements |
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measured at |
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset |
|
|
|
|
|
||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Value (2) |
|
|
Total |
|
||||||||||
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
First Lien Senior Secured Loans |
|
$ |
|
— |
|
|
$ |
|
21,435 |
|
|
$ |
|
1,442,988 |
|
|
$ |
|
— |
|
|
$ |
|
1,464,423 |
|
Second Lien Senior Secured Loans |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
68,439 |
|
|
|
|
— |
|
|
|
|
68,439 |
|
Subordinated Debt |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
45,877 |
|
|
|
|
— |
|
|
|
|
45,877 |
|
Structured Products |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
22,618 |
|
|
|
|
— |
|
|
|
|
22,618 |
|
Preferred Equity |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
104,428 |
|
|
|
|
— |
|
|
|
|
104,428 |
|
Equity Interests |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
221,355 |
|
|
|
|
— |
|
|
|
|
221,355 |
|
Warrants |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
511 |
|
|
|
|
|
|
|
|
511 |
|
|
Subordinated Notes in Investment Vehicles (1) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
306,724 |
|
|
|
|
— |
|
|
|
|
306,724 |
|
Preferred Equity Interests in Investment Vehicles (1) |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
(1,793 |
) |
|
|
|
(1,793 |
) |
|
Equity Interests in Investment Vehicles (1) |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
65,761 |
|
|
|
|
65,761 |
|
|
Total Investments |
|
$ |
|
— |
|
|
$ |
|
21,435 |
|
|
$ |
|
2,212,940 |
|
|
$ |
|
63,968 |
|
|
$ |
|
2,298,343 |
|
Cash equivalents |
|
$ |
|
73,670 |
|
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
73,670 |
|
Forward currency exchange contracts (liability) |
|
$ |
|
— |
|
|
$ |
|
(2,260 |
) |
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
(2,260 |
) |
85
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2024:
|
|
First Lien |
|
|
|
|
|
|
Second Lien |
|
|
Subordinated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Senior |
|
|
|
|
|
|
Senior |
|
|
Notes in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Secured |
|
|
Equity |
|
|
Secured |
|
|
Investment |
|
|
Structured |
|
|
Preferred |
|
|
Subordinated |
|
|
|
|
|
|
Total |
|
|||||||||||||||||
|
|
Loans |
|
|
Interests |
|
|
Loans |
|
|
Vehicles (1) |
|
|
Products |
|
|
Equity |
|
|
Debt |
|
|
Warrants |
|
|
Investments |
|
||||||||||||||||||
Balance as of January 1, 2024 |
|
$ |
|
1,442,988 |
|
|
$ |
|
221,355 |
|
|
$ |
|
68,439 |
|
|
$ |
|
306,724 |
|
|
$ |
|
22,618 |
|
|
$ |
|
104,428 |
|
|
$ |
|
45,877 |
|
|
$ |
|
511 |
|
|
$ |
|
2,212,940 |
|
Purchases of investments and other adjustments to cost |
|
|
|
567,890 |
|
|
|
|
14,207 |
|
|
|
|
— |
|
|
|
|
30,500 |
|
|
|
|
— |
|
|
|
|
16,994 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
629,591 |
|
Paid-in-kind interest income |
|
|
|
9,628 |
|
|
|
|
— |
|
|
|
|
268 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
1,272 |
|
|
|
|
— |
|
|
|
|
11,168 |
|
Net accretion of discounts (amortization of premiums) |
|
|
|
2,747 |
|
|
|
|
— |
|
|
|
|
(66 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
73 |
|
|
|
|
— |
|
|
|
|
2,754 |
|
Principal repayments and sales of investments |
|
|
|
(675,117 |
) |
|
|
|
(18,256 |
) |
|
|
|
(8,774 |
) |
|
|
|
— |
|
|
|
|
(22,414 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(724,561 |
) |
Net change in unrealized appreciation on investments |
|
|
|
20,128 |
|
|
|
|
(14,386 |
) |
|
|
|
(381 |
) |
|
|
|
— |
|
|
|
|
1,433 |
|
|
|
|
1,549 |
|
|
|
|
(532 |
) |
|
|
|
(511 |
) |
|
|
|
7,300 |
|
Net realized gain (loss) on investments |
|
|
|
(4,921 |
) |
|
|
|
3,266 |
|
|
|
|
14 |
|
|
|
|
— |
|
|
|
|
(1,637 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(3,278 |
) |
Balance as of June 30, 2024 |
|
$ |
|
1,363,343 |
|
|
$ |
|
206,186 |
|
|
$ |
|
59,500 |
|
|
$ |
|
337,224 |
|
|
$ |
|
— |
|
|
$ |
|
122,971 |
|
|
$ |
|
46,690 |
|
|
$ |
|
— |
|
|
$ |
|
2,135,914 |
|
Change in unrealized appreciation attributable to investments still held at June 30, 2024 |
|
$ |
|
11,372 |
|
|
$ |
|
(7,722 |
) |
|
$ |
|
(388 |
) |
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
1,549 |
|
|
$ |
|
(532 |
) |
|
$ |
|
(511 |
) |
|
$ |
|
3,768 |
|
Transfers between levels, if any, are recognized at the beginning of the year in which transfers occur. For the six months ended June 30, 2024, transfers from Level 2 to Level 3, if any, were primarily due to decreased price transparency. For the six months ended June 30, 2024, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the twelve months ended December 31, 2023:
|
|
First Lien |
|
|
|
|
|
|
Second Lien |
|
|
Subordinated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Senior |
|
|
|
|
|
|
Senior |
|
|
Notes in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Secured |
|
|
Equity |
|
|
Secured |
|
|
Investment |
|
|
Structured |
|
|
Preferred |
|
|
Subordinated |
|
|
|
|
|
|
Total |
|
|||||||||||||||||
|
|
Loans |
|
|
Interests |
|
|
Loans |
|
|
Vehicles (1) |
|
|
Products |
|
|
Equity |
|
|
Debt |
|
|
Warrants |
|
|
Investments |
|
||||||||||||||||||
Balance as of January 1, 2023 |
|
$ |
|
1,554,258 |
|
|
$ |
|
210,689 |
|
|
$ |
|
93,950 |
|
|
$ |
|
237,974 |
|
|
$ |
|
22,763 |
|
|
$ |
|
80,945 |
|
|
$ |
|
43,922 |
|
|
$ |
|
524 |
|
|
$ |
|
2,245,025 |
|
Purchases of investments and other adjustments to cost |
|
|
|
691,211 |
|
|
|
|
19,868 |
|
|
|
|
— |
|
|
|
|
68,750 |
|
|
|
|
— |
|
|
|
|
40,331 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
820,160 |
|
Paid-in-kind interest |
|
|
|
20,521 |
|
|
|
|
— |
|
|
|
|
272 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
1,516 |
|
|
|
|
— |
|
|
|
|
22,309 |
|
Net accretion of discounts (amortization of premiums) |
|
|
|
4,288 |
|
|
|
|
— |
|
|
|
|
327 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
131 |
|
|
|
|
— |
|
|
|
|
4,746 |
|
Principal repayments and sales of investments |
|
|
|
(815,383 |
) |
|
|
|
(3,347 |
) |
|
|
|
(28,157 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(29,677 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(876,564 |
) |
Net change in unrealized appreciation on investments |
|
|
|
36,970 |
|
|
|
|
(6,648 |
) |
|
|
|
2,861 |
|
|
|
|
— |
|
|
|
|
(145 |
) |
|
|
|
(6,177 |
) |
|
|
|
308 |
|
|
|
|
(13 |
) |
|
|
|
27,156 |
|
Net realized gains (losses) on investments |
|
|
|
(56,396 |
) |
|
|
|
793 |
|
|
|
|
(814 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
19,006 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(37,411 |
) |
Transfers to Level 3 |
|
|
|
7,519 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
7,519 |
|
Balance as of December 31, 2023 |
|
$ |
|
1,442,988 |
|
|
$ |
|
221,355 |
|
|
$ |
|
68,439 |
|
|
$ |
|
306,724 |
|
|
$ |
|
22,618 |
|
|
$ |
|
104,428 |
|
|
$ |
|
45,877 |
|
|
$ |
|
511 |
|
|
$ |
|
2,212,940 |
|
Change in unrealized appreciation attributable to investments still held at December 31, 2023 |
|
$ |
|
2,726 |
|
|
$ |
|
(5,708 |
) |
|
$ |
|
(456 |
) |
|
$ |
|
— |
|
|
$ |
|
(145 |
) |
|
$ |
|
(6,177 |
) |
|
$ |
|
308 |
|
|
$ |
|
112 |
|
|
$ |
|
(9,340 |
) |
Transfers between levels, if any, are recognized at the beginning of the year in which transfers occur. For the twelve months ended December 31, 2023, transfers from Level 2 to Level 3 were primarily due to decreased price transparency. For the twelve months ended December 31, 2023, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.
Significant Unobservable Inputs
ASC 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner.
86
The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of June 30, 2024 were as follows:
|
|
As of June 30, 2024 |
||||||||||||||||||
|
|
|
|
|
|
|
|
Significant |
|
Range of Significant |
||||||||||
|
|
Fair Value of |
|
|
|
|
Unobservable |
|
Unobservable Inputs |
|||||||||||
|
|
Level 3 Assets (1) |
|
|
Valuation Technique |
|
Inputs |
|
(Weighted Average (2)) |
|||||||||||
First Lien Senior Secured Loans |
|
$ |
|
1,131,084 |
|
|
Discounted cash flows |
|
Comparative Yields |
|
|
7.9 |
|
% |
— |
|
33.4 |
|
% |
(12.4%) |
First Lien Senior Secured Loans |
|
|
|
71,581 |
|
|
Comparable company multiple |
|
EBITDA Multiple |
|
|
0.7 |
|
x |
— |
|
18.0 |
|
x |
(12.4) |
First Lien Senior Secured Loans |
|
|
|
10,175 |
|
|
Discounted cash flows |
|
Discount Rate |
|
|
|
|
|
|
16.7 |
|
% |
|
|
First Lien Senior Secured Loans |
|
|
|
10,635 |
|
|
Collateral coverage |
|
Recovery Rate |
|
|
|
|
|
|
100.0 |
|
% |
|
|
Second Lien Senior Secured Loans |
|
|
|
59,500 |
|
|
Discounted cash flows |
|
Comparative Yields |
|
|
13.8 |
|
% |
— |
|
36.7 |
|
% |
(16.1%) |
Subordinated Notes in Investment Vehicles |
|
|
|
337,224 |
|
|
Collateral coverage |
|
Recovery Rate |
|
|
|
|
|
|
100.0 |
|
% |
|
|
Subordinated Debt |
|
|
|
46,690 |
|
|
Discounted cash flows |
|
Comparative Yields |
|
|
12.1 |
|
% |
— |
|
15.0 |
|
% |
(14.7%) |
Equity Interests |
|
|
|
125,567 |
|
|
Discounted cash flows |
|
Discount Rate |
|
|
13.4 |
|
% |
— |
|
16.7 |
|
% |
(15.2%) |
Equity Interests |
|
|
|
67,267 |
|
|
Comparable company multiple |
|
EBITDA Multiple |
|
|
0.7 |
|
x |
— |
|
24.8 |
|
x |
(11.6x) |
Preferred equity |
|
|
|
63,010 |
|
|
Comparable company multiple |
|
EBITDA Multiple |
|
|
4.3 |
|
x |
— |
|
35.1 |
|
x |
(11.0x) |
Preferred equity |
|
|
|
4,803 |
|
|
Discounted cash flows |
|
Comparative Yields |
|
|
|
|
|
|
13.1 |
|
% |
|
|
Total investments |
|
$ |
|
1,927,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of June 30, 2024. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.
The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2023 were as follows:
|
|
As of December 31, 2023 |
||||||||||||||||||
|
|
|
|
|
|
|
|
Significant |
|
Range of Significant |
||||||||||
|
|
Fair Value of |
|
|
|
|
Unobservable |
|
Unobservable Inputs |
|||||||||||
|
|
Level 3 Assets (1) |
|
|
Valuation Technique |
|
Inputs |
|
(Weighted Average (2)) |
|||||||||||
First Lien Senior Secured Loans |
|
$ |
|
1,238,070 |
|
|
Discounted cash flows |
|
Comparative Yields |
|
|
5.9 |
|
% |
— |
|
22.0 |
|
% |
(11.8%) |
First Lien Senior Secured Loans |
|
|
|
66,833 |
|
|
Comparable company multiple |
|
EBITDA Multiple |
|
|
0.4 |
|
x |
— |
|
23.0 |
|
x |
(14.2x) |
First Lien Senior Secured Loans |
|
|
|
76,044 |
|
|
Comparable company multiple |
|
EBITDA Multiple |
|
|
|
|
|
|
7.8 |
|
x |
|
|
|
|
|
|
|
|
|
|
Probably weighting of alternative outcomes |
|
|
25.0 |
|
% |
— |
|
75.0 |
|
% |
|
|
First Lien Senior Secured Loans |
|
|
|
9,975 |
|
|
Discounted cash flows |
|
Discount Rate |
|
|
|
|
|
|
15.2 |
|
% |
|
|
First Lien Senior Secured Loans |
|
|
|
11,344 |
|
|
Collateral coverage |
|
Recovery Rate |
|
|
|
|
|
|
100.0 |
|
% |
|
|
Second Lien Senior Secured Loans |
|
|
|
68,439 |
|
|
Discounted cash flows |
|
Comparative Yields |
|
|
12.1 |
|
% |
— |
|
23.5 |
|
% |
(14.6%) |
Subordinated Notes in Investment Vehicles |
|
|
|
306,724 |
|
|
Collateral coverage |
|
Recovery Rate |
|
|
|
|
|
|
100.0 |
|
% |
|
|
Subordinated Debt |
|
|
|
45,877 |
|
|
Discounted cash flows |
|
Comparative Yields |
|
|
13.3 |
|
% |
— |
|
14.4 |
|
% |
(14.3%) |
Structured Products |
|
|
|
22,618 |
|
|
Discounted cash flows |
|
Comparative Yields |
|
|
|
|
|
|
14.5 |
|
% |
|
|
Equity Interests |
|
|
|
133,493 |
|
|
Discounted cash flows |
|
Discount Rate |
|
|
13.4 |
|
% |
— |
|
16.4 |
|
% |
(15.4%) |
Equity Interests |
|
|
|
65,820 |
|
|
Comparable company multiple |
|
EBITDA Multiple |
|
|
5.5 |
|
x |
— |
|
24.5 |
|
x |
(11.7x) |
Equity Interests |
|
|
|
10,280 |
|
|
Comparable company multiple |
|
EBITDA Multiple |
|
|
|
|
|
|
8.0 |
|
x |
|
|
|
|
|
|
|
|
|
|
Probably weighting of alternative outcomes |
|
|
25.0 |
|
% |
— |
|
75.0 |
|
% |
|
|
Preferred equity |
|
|
|
51,143 |
|
|
Comparable company multiple |
|
EBITDA Multiple |
|
|
4.6 |
|
x |
— |
|
23.0 |
|
x |
(10.5x) |
Preferred equity |
|
|
|
4,990 |
|
|
Discounted cash flows |
|
Comparative Yields |
|
|
|
|
|
|
11.6 |
|
% |
|
|
Preferred equity |
|
|
|
6,505 |
|
|
Discounted cash flows |
|
Discount Rate |
|
|
|
|
|
|
18.0 |
|
% |
|
|
Warrants |
|
|
|
511 |
|
|
Comparable company multiple |
|
EBITDA Multiple |
|
|
8.0 |
|
x |
— |
|
23.0 |
|
x |
(9.8x) |
Total investments |
|
$ |
|
2,118,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
87
The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2023. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/ decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.
Debt Not Carried at Fair Value
Fair value is estimated by using market quotations or discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. If the Company’s debt obligations were carried at fair value, the fair value and level would have been as follows:
|
|
|
|
As of |
|
|||||||
|
|
Level |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||
2019-1 Debt |
|
2 |
|
$ |
|
352,765 |
|
|
$ |
|
343,136 |
|
March 2026 Notes |
|
2 |
|
|
|
282,081 |
|
|
|
|
279,596 |
|
October 2026 Notes |
|
2 |
|
|
|
275,261 |
|
|
|
|
270,903 |
|
Sumitomo Credit Facility |
|
3 |
|
|
|
227,700 |
|
|
|
|
311,000 |
|
Total Debt |
|
|
|
$ |
|
1,137,807 |
|
|
$ |
|
1,204,635 |
|
Note 5. Related Party Transactions
Investment Advisory Agreement
The Company entered into the first amended and restated investment advisory agreement as of November 14, 2018 (the “Prior Advisory Agreement”) with the Advisor, pursuant to which the Advisor manages the Company’s investment program and related activities. On November 28, 2018, the Board, including a majority of the Independent Directors, approved a second amended and restated advisory agreement (the “Amended Advisory Agreement”) between the Company and BCSF Advisors, LP (“the Advisor”). On February 1, 2019, Shareholders approved the Amended Advisory Agreement which replaced the Prior Advisory Agreement.
Base Management Fee
The Company pays the Advisor a base management fee (the “Base Management Fee”), accrued and payable quarterly in arrears. The Base Management Fee is calculated at an annual rate of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. Such amount shall be appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuance or repurchases by the Company during a calendar quarter. The Base Management Fee for any partial quarter will be appropriately prorated. Effective February 1, 2019, the base management fee has been revised to a tiered management fee structure so that the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio down to 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%.
For the three months ended June 30, 2024 and 2023, management fees were $8.8 million and $9.1 million, respectively. For the six months ended June 30, 2024 and 2023, management fees were $17.6 million and $18.0 million, respectively. For the three months ended June 30, 2024, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the six months ended June 30, 2024, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the three months ended
88
June 30, 2023, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the six months ended June 30, 2023, $0.0 million was contractually waived and $0.0 million was voluntarily waived.
As of June 30, 2024 and December 31, 2023, $8.8 million and $8.9 million, respectively, remained payable related to the base management fee accrued in base management fee payable on the consolidated statements of assets and liabilities.
Incentive Fee
The incentive fee consists of two parts that are determined independently of each other such that one component may be payable even if the other is not.
The first part, the Incentive Fee based on income is calculated and payable quarterly in arrears as detailed below.
The second part, the capital gains incentive fee, is determined and payable in arrears as detailed below.
Incentive Fee on Pre-Incentive Fee Net Investment Income
Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
Pre-incentive fee net investment income does not include any realized or unrealized capital gains or losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the Hurdle rate for a quarter, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses.
The incentive fee based on income is calculated and payable quarterly in arrears based on the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters (the “Trailing Twelve Quarters”). This calculation is referred to as the “Three-Year Lookback.”
Pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters is compared to a “Hurdle Amount” equal to the product of (i) the hurdle rate of 1.5% per quarter (6% annualized) and (ii) the sum of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to our NAV at the beginning of each applicable calendar quarter for our subscriptions (which shall include all issuances by us of shares of our Common Stock, including issuances pursuant to the Company’s dividend reinvestment plan) and distributions during the applicable calendar quarter.
The quarterly incentive fee based on income is calculated, subject to the Incentive Fee Cap (as defined below), based on the amount by which (A) aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters exceeds (B) the Hurdle Amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.” The incentive fee based on income that is paid to the Advisor in respect of a particular calendar quarter will equal the Excess Income Amount less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
The incentive fee based on income for each calendar quarter is determined as follows:
89
Incentive Fee Cap
The incentive fee based on income is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 17.5% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
“Cumulative Net Return” during the relevant Trailing Twelve Quarters means (x) the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no incentive fee based on income to the Advisor in respect of that quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the Incentive Fee Cap in respect of such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.
For the three months ended June 30, 2024 and 2023, the Company incurred $7.9 million and $4.0 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations.
For the six months ended June 30, 2024 and 2023, the Company incurred $17.2 million and $15.1 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations.
As of June 30, 2024 and December 31, 2023, there was $7.9 million and $7.3 million, respectively, related to the income incentive fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.
The Amended Advisory Agreement approved by Stockholders on February 1, 2019 incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.
Annual Incentive Fee Based on Capital Gains
The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears in cash as of the end of each fiscal year (or upon termination of the Amended Advisory Agreement, as of the termination date), and equals to 17.5% of our realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to the Advisor, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year will equal to 17.5% of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.
90
There was no capital gains incentive fee payable to the Advisor under the Amended Advisory Agreement as of June 30, 2024 and December 31, 2023.
US GAAP requires that the incentive fee accrual consider the cumulative aggregate unrealized capital appreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Amended Advisory Agreement (“GAAP Incentive Fee”). There can be no assurance that such unrealized appreciation will be realized in the future. Accordingly, such fee, as calculated and accrued, would not necessarily be payable under the Amended Advisory Agreement, and may never be paid based upon the computation of incentive fees in subsequent period.
For the three months ended June 30, 2024 and 2023, the Company accrued $0.0 million and $0.0 million of incentive fees related to the GAAP Incentive Fee, which is included in incentive fees on the consolidated statements of operations. For the six months ended June 30, 2024 and 2023, the Company accrued $0.0 million and $0.0 million of incentive fees related to the GAAP Incentive Fee, which is included in incentive fees on the consolidated statements of operations. As of June 30, 2024 and December 31, 2023, there was $0.0 million and $0.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the consolidated statements of assets and liabilities, respectively.
Administration Agreement
The Company has entered into an administration agreement (the “Administration Agreement”) with the advisor, pursuant to which the Administrator will provide the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company will reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board.
The Company incurred expenses related to the Administrator of $0.7 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Company incurred expenses related to the Administrator of $1.1 million and $0.4 million for the six months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. As of June 30, 2024 and December 31, 2023, respectively, there were $0.7 million and $0.4 million related to the Administrator that were payable and included in “accounts payable and accrued expenses” in the consolidated statements of assets and liabilities. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.1 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Company incurred expenses related to the sub-administrator of $0.2 million and $0.3 million for the six months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Administrator will not seek reimbursement in the event that any such reimbursements would cause any distributions to our stockholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.
Resource Sharing Agreement
The Company’s investment activities are managed by the Advisor, an investment adviser that is registered with the SEC under the Advisers Act. The Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis.
The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Bain Capital Credit, LP (“Bain Capital Credit”), pursuant to which Bain Capital Credit provides the Advisor with experienced investment professionals (including the members of the Advisor’s Credit Committee) and access to the resources of Bain Capital Credit so as to enable the Advisor to fulfill its obligations under the Amended Advisory Agreement. Through the Resource Sharing Agreement, the Advisor
91
intends to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Bain Capital Credit’s investment professionals. There can be no assurance that Bain Capital Credit will perform its obligations under the Resource Sharing Agreement. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which if terminated may have a material adverse consequence on the Company’s operations.
Co-investments
The Company will invest alongside our affiliates, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments will be made only in accordance with the terms of the exemptive order the Company received from the SEC initially on August 23, 2016, as amended on March 23, 2018 and December 22, 2021 (the “Order”). Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach 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 stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board’s approved criteria. In certain situations where co-investment with one or more funds managed by the Advisor or its affiliates is not covered by the Order, the personnel of the Advisor or its affiliates will need to decide which funds will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.
Revolving Advisor Loan
On March 27, 2020, the Company entered into an unsecured revolving loan agreement (the “Revolving Advisor Loan”) with BCSF Advisors, LP, the investment adviser of the Company. The Revolving Advisor Loan had a maximum credit limit of $50.0 million and matured on March 27, 2023. The Revolving Advisor Loan accrued interest at the Applicable Federal Rate from the date of such loan until the loan was repaid in full. Please see Note 6 for additional details.
Related Party Commitments
As of June 30, 2024 and December 31, 2023, the Advisor held 14,064.30 and 449,699.30 shares of the Company’s common stock, respectively. An affiliate of the Advisor is the investment manager to certain pooled investment vehicles which are investors in the Company. These investors held 13,497,235.66 and 12,875,920.66 shares of the Company at June 30, 2024 and December 31, 2023, respectively.
92
Non-Controlled/Affiliate and Controlled Affiliate Investments
Transactions during the six months ended June 30, 2024 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to Control are as follows:
Portfolio Company |
|
Fair Value |
|
|
Gross |
|
|
Gross |
|
|
Change in |
|
|
Realized |
|
|
Fair Value |
|
|
Dividend, |
|
|
Other |
|
||||||||
Non-Controlled/affiliate investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
ADT Pizza, LLC Equity Interest (1) |
$ |
|
12,801 |
|
$ |
|
— |
|
$ |
|
— |
|
$ |
|
(3,188 |
) |
$ |
|
— |
|
$ |
|
9,613 |
|
$ |
|
(20 |
) |
$ |
|
— |
|
Ansett Aviation Training First Lien Senior Secured Loan |
|
|
4,817 |
|
|
|
— |
|
|
|
— |
|
|
|
(100 |
) |
|
|
— |
|
|
|
4,717 |
|
|
|
189 |
|
|
|
— |
|
Ansett Aviation Training Equity Interest (1) |
|
|
7,516 |
|
|
|
— |
|
|
|
— |
|
|
|
793 |
|
|
|
— |
|
|
|
8,309 |
|
|
|
— |
|
|
|
— |
|
BCC Middle Market CLO 2018-1, LLC Equity Interest |
|
|
22,618 |
|
|
|
— |
|
|
|
(22,413 |
) |
|
|
1,432 |
|
|
|
(1,637 |
) |
|
|
— |
|
|
|
821 |
|
|
|
— |
|
Blackbrush Oil & Gas, L.P. Equity Interest (1) |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Blackbrush Oil & Gas, L.P. Preferred Equity (1) |
|
|
3,498 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,498 |
|
|
|
— |
|
|
|
— |
|
Direct Travel, Inc First Lien Senior Secured Loan |
|
|
4,841 |
|
|
|
— |
|
|
|
(4,841 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
138 |
|
|
|
— |
|
Direct Travel, Inc First Lien Senior Secured Loan - Delayed Draw |
|
|
3,500 |
|
|
|
— |
|
|
|
(3,500 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
100 |
|
|
|
— |
|
Direct Travel, Inc First Lien Senior Secured Loan - Delayed Draw |
|
|
1,782 |
|
|
|
— |
|
|
|
(1,782 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
60 |
|
|
|
— |
|
Direct Travel, Inc First Lien Senior Secured Loan |
|
|
59,944 |
|
|
|
— |
|
|
|
(59,944 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,027 |
|
|
|
— |
|
Direct Travel, Inc First Lien Senior Secured Loan - Delayed Draw |
|
|
5,775 |
|
|
|
— |
|
|
|
(5,775 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
151 |
|
|
|
— |
|
Direct Travel, Inc First Lien Senior Secured Loan |
|
|
202 |
|
|
|
— |
|
|
|
(202 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
|
|
— |
|
Direct Travel, Inc Equity Interest (1) |
|
|
10,280 |
|
|
|
— |
|
|
|
(6,354 |
) |
|
|
(10,282 |
) |
|
|
6,356 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Walker Edison Equity Interest (1) |
|
|
421 |
|
|
|
— |
|
|
|
— |
|
|
|
(421 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Walker Edison First Lien Senior Secured Loan |
|
|
5,972 |
|
|
|
381 |
|
|
|
— |
|
|
|
(1,080 |
) |
|
|
— |
|
|
|
5,273 |
|
|
|
384 |
|
|
|
— |
|
Walker Edison First Lien Senior Secured Loan - Revolver |
|
|
3,182 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,182 |
|
|
|
192 |
|
|
|
— |
|
Walker Edison First Lien Senior Secured Loan - Delayed Draw |
|
|
— |
|
|
|
1,337 |
|
|
|
— |
|
|
|
(342 |
) |
|
|
— |
|
|
|
995 |
|
|
|
39 |
|
|
|
— |
|
Walker Edison First Lien Senior Secured Loan - Delayed Draw |
|
|
821 |
|
|
|
52 |
|
|
|
— |
|
|
|
(148 |
) |
|
|
— |
|
|
|
725 |
|
|
|
52 |
|
|
|
— |
|
Total Non-Controlled/affiliate investment |
$ |
|
147,971 |
|
$ |
|
1,770 |
|
$ |
|
(104,811 |
) |
$ |
|
(13,337 |
) |
$ |
|
4,719 |
|
$ |
|
36,312 |
|
$ |
|
4,139 |
|
$ |
|
— |
|
Controlled affiliate investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bain Capital Senior Loan Program, LLC Subordinated Note Investment Vehicles |
$ |
|
115,995 |
|
$ |
|
30,500 |
|
$ |
|
— |
|
$ |
|
— |
|
$ |
|
— |
|
$ |
|
146,495 |
|
$ |
|
6,141 |
|
$ |
|
— |
|
Bain Capital Senior Loan Program, LLC Preferred Equity Interest Investment Vehicles |
|
|
(1,793 |
) |
|
|
— |
|
|
|
— |
|
|
|
195 |
|
|
|
— |
|
|
|
(1,598 |
) |
|
|
1,150 |
|
|
|
— |
|
Bain Capital Senior Loan Program, LLC Equity Interest Investment Vehicles |
|
|
(379 |
) |
|
|
— |
|
|
|
— |
|
|
|
316 |
|
|
|
— |
|
|
|
(63 |
) |
|
|
3,259 |
|
|
|
— |
|
BCC Jetstream Holdings Aviation (On II), LLC First Lien Senior Secured Loan (1) |
|
|
6,619 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
6,620 |
|
|
|
— |
|
|
|
— |
|
BCC Jetstream Holdings Aviation (On II), LLC Equity Interest (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
BCC Jetstream Holdings Aviation (Off I), LLC Equity Interest (1) |
|
|
10,944 |
|
|
|
— |
|
|
|
— |
|
|
|
(52 |
) |
|
|
— |
|
|
|
10,892 |
|
|
|
— |
|
|
|
— |
|
Gale Aviation (Offshore) Co Equity Interest |
|
|
88,419 |
|
|
|
— |
|
|
|
(11,900 |
) |
|
|
(616 |
) |
|
|
— |
|
|
|
75,903 |
|
|
|
6,400 |
|
|
|
— |
|
International Senior Loan Program, LLC Equity Interest Investment Vehicles |
|
|
66,140 |
|
|
|
— |
|
|
|
— |
|
|
|
(10,954 |
) |
|
|
— |
|
|
|
55,187 |
|
|
|
4,439 |
|
|
|
— |
|
International Senior Loan Program, LLC Subordinated Note Investment Vehicles |
|
|
190,729 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
190,729 |
|
|
|
12,643 |
|
|
|
— |
|
Legacy Corporate Lending HoldCo, LLC Equity Interest (1) |
|
|
810 |
|
|
|
90 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
900 |
|
|
|
— |
|
|
|
— |
|
Legacy Corporate Lending HoldCo, LLC Preferred Equity (1) |
|
|
34,875 |
|
|
|
2,025 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
36,900 |
|
|
|
— |
|
|
|
— |
|
Legacy Corporate Lending HoldCo, LLC Equity Interest (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Lightning Holdings B, LLC Equity Interest (1) |
|
|
44,653 |
|
|
|
2,196 |
|
|
|
— |
|
|
|
2,816 |
|
|
|
— |
|
|
|
49,664 |
|
|
|
— |
|
|
|
— |
|
Total Controlled affiliate investment |
$ |
|
557,012 |
|
$ |
|
34,811 |
|
$ |
|
(11,900 |
) |
$ |
|
(8,294 |
) |
$ |
|
— |
|
$ |
|
571,629 |
|
$ |
|
34,032 |
|
$ |
|
— |
|
Total |
$ |
|
704,983 |
|
$ |
|
36,581 |
|
$ |
|
(116,711 |
) |
$ |
|
(21,631 |
) |
$ |
|
4,719 |
|
$ |
|
607,941 |
|
$ |
|
38,171 |
|
$ |
|
— |
|
(1) Non-income producing.
93
Transactions during the year ended December 31, 2023 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to Control are as follows:
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
|
|
|
|
|
||||||||||||
|
as of |
|
|
|
|
|
|
|
Change in |
|
Realized |
|
as of |
|
Dividend, |
|
|
|
|
|||||||||||||
|
December 31, |
|
Gross |
|
Gross |
|
Unrealized |
|
Gains |
|
December 31, |
|
Interest, and |
|
Other |
|
||||||||||||||||
Portfolio Company |
2022 |
|
Additions |
|
Reductions |
|
Appreciation |
|
(Losses) |
|
2023 |
|
PIK Income |
|
Income |
|
||||||||||||||||
Non-Controlled/affiliate investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
ADT Pizza, LLC, Equity Interest (1) |
$ |
|
14,581 |
|
$ |
|
11 |
|
$ |
|
— |
|
$ |
|
(1,791 |
) |
$ |
|
— |
|
$ |
|
12,801 |
|
$ |
|
— |
|
$ |
|
— |
|
Ansett Aviation Training First Lien Senior Secured Loan |
|
|
4,818 |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
4,817 |
|
|
|
376 |
|
|
|
— |
|
Ansett Aviation Training Equity Interest (1) |
|
|
5,310 |
|
|
|
— |
|
|
|
— |
|
|
|
2,206 |
|
|
|
— |
|
|
|
7,516 |
|
|
|
(159 |
) |
|
|
— |
|
BCC Middle Market CLO 2018-1, LLC. Equity Interest |
|
|
22,763 |
|
|
|
— |
|
|
|
— |
|
|
|
(145 |
) |
|
|
— |
|
|
|
22,618 |
|
|
|
4,814 |
|
|
|
— |
|
Blackbrush Oil & Gas, L.P. First Lien Senior Secured Loan |
|
|
9,040 |
|
|
|
139 |
|
|
|
(9,178 |
) |
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
978 |
|
|
|
— |
|
Blackbrush Oil & Gas, L.P. Equity Interest (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
Blackbrush Oil & Gas, L.P. Preferred Equity (1) |
|
|
30,785 |
|
|
|
— |
|
|
|
(29,677 |
) |
|
|
(16,616 |
) |
|
|
19,006 |
|
|
|
3,498 |
|
|
|
— |
|
|
|
— |
|
Direct Travel, Inc. First Lien Senior Secured Loan |
|
|
4,841 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,841 |
|
|
|
574 |
|
|
|
— |
|
Direct Travel, Inc. First Lien Senior Secured Loan - Delayed Draw |
|
|
3,440 |
|
|
|
60 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,500 |
|
|
|
444 |
|
|
|
— |
|
Direct Travel, Inc. First Lien Senior Secured Loan - Delayed Draw |
|
|
1,741 |
|
|
|
41 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,782 |
|
|
|
221 |
|
|
|
— |
|
Direct Travel, Inc. First Lien Senior Secured Loan |
|
|
58,721 |
|
|
|
1,223 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
59,944 |
|
|
|
8,240 |
|
|
|
— |
|
Direct Travel, Inc. First Lien Senior Secured Loan - Delayed Draw |
|
|
4,125 |
|
|
|
1,650 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,775 |
|
|
|
583 |
|
|
|
— |
|
Direct Travel, Inc. First Lien Senior Secured Loan |
|
|
202 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
202 |
|
|
|
25 |
|
|
|
— |
|
Direct Travel, Inc. Equity Interest (1) |
|
|
13,033 |
|
|
|
— |
|
|
|
— |
|
|
|
(2,753 |
) |
|
|
— |
|
|
|
10,280 |
|
|
|
— |
|
|
|
— |
|
Walker Edison First Furniture Company LLC Equity Interest (1) |
|
|
— |
|
|
|
5,592 |
|
|
|
— |
|
|
|
(5,171 |
) |
|
|
— |
|
|
|
421 |
|
|
|
— |
|
|
|
— |
|
Walker Edison First Furniture Company LLC First Lien Senior Secured Loan |
|
|
— |
|
|
|
5,972 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,972 |
|
|
|
555 |
|
|
|
— |
|
Walker Edison First Furniture Company LLC First Lien Senior Secured Loan - Revolver |
|
|
— |
|
|
|
3,182 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,182 |
|
|
|
330 |
|
|
|
— |
|
Walker Edison First Furniture Company LLC First Lien Senior Secured Loan - Delayed Draw |
|
|
— |
|
|
|
821 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
821 |
|
|
|
32 |
|
|
|
— |
|
Total Non-Controlled/affiliate investment |
$ |
|
173,400 |
|
$ |
|
18,691 |
|
$ |
|
(38,855 |
) |
$ |
|
(24,271 |
) |
$ |
|
19,006 |
|
$ |
|
147,971 |
|
$ |
|
17,013 |
|
$ |
|
— |
|
Controlled affiliate investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bain Capital Senior Loan Program, LLC Subordinated Note Investment Vehicles |
$ |
|
50,995 |
|
$ |
|
65,000 |
|
$ |
|
— |
|
$ |
|
— |
|
$ |
|
— |
|
$ |
|
115,995 |
|
$ |
|
9,626 |
|
$ |
|
— |
|
Bain Capital Senior Loan Program, LLC Class A Preferred Equity Interests Investment Vehicles |
|
|
(644 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,149 |
) |
|
|
— |
|
|
|
(1,793 |
) |
|
|
2,623 |
|
|
|
— |
|
Bain Capital Senior Loan Program, LLC Class B Equity Interests Investment Vehicles |
|
|
3,347 |
|
|
|
— |
|
|
|
— |
|
|
|
(3,726 |
) |
|
|
— |
|
|
|
(379 |
) |
|
|
7,433 |
|
|
|
— |
|
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan (1) |
|
|
6,400 |
|
|
|
— |
|
|
|
— |
|
|
|
219 |
|
|
|
— |
|
|
|
6,619 |
|
|
|
(1,010 |
) |
|
|
— |
|
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest (1) |
|
|
10,388 |
|
|
|
— |
|
|
|
— |
|
|
|
556 |
|
|
|
— |
|
|
|
10,944 |
|
|
|
— |
|
|
|
— |
|
Gale Aviation (Offshore) Co, Equity Interest |
|
|
91,326 |
|
|
|
— |
|
|
|
(1,155 |
) |
|
|
(1,752 |
) |
|
|
— |
|
|
|
88,419 |
|
|
|
12,352 |
|
|
|
— |
|
International Senior Loan Program, LLC, Equity Interest Investment Vehicle |
|
|
62,630 |
|
|
|
1,250 |
|
|
|
— |
|
|
|
2,260 |
|
|
|
— |
|
|
|
66,140 |
|
|
|
8,736 |
|
|
|
— |
|
International Senior Loan Program, LLC, Subordinated Note Investment Vehicle |
|
|
186,979 |
|
|
|
3,750 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
190,729 |
|
|
|
25,161 |
|
|
|
— |
|
Legacy Corporate Lending HoldCo, LLC Class A Common Equity (1) |
|
|
— |
|
|
|
810 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
810 |
|
|
|
— |
|
|
|
— |
|
Legacy Corporate Lending HoldCo, LLC Preferred Equity (1) |
|
|
— |
|
|
|
34,875 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
34,875 |
|
|
|
(225 |
) |
|
|
— |
|
Legacy Corporate Lending HoldCo, LLC Class B Common Equity (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Lightning Holdings Equity Interest (1) |
|
|
27,209 |
|
|
|
9,635 |
|
|
|
— |
|
|
|
7,809 |
|
|
|
— |
|
|
|
44,653 |
|
|
|
— |
|
|
|
— |
|
Total Controlled affiliate investment |
$ |
|
438,630 |
|
$ |
|
115,320 |
|
$ |
|
(1,155 |
) |
$ |
|
4,217 |
|
$ |
|
— |
|
$ |
|
557,012 |
|
$ |
|
64,696 |
|
$ |
|
— |
|
Total |
$ |
|
612,030 |
|
$ |
|
134,011 |
|
$ |
|
(40,010 |
) |
$ |
|
(20,054 |
) |
$ |
|
19,006 |
|
$ |
|
704,983 |
|
$ |
|
81,709 |
|
$ |
|
— |
|
(1) Non-income producing.
Note 6. Debt
In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, effective February 2, 2019, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of June 30, 2024 and December 31, 2023, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 196.8% and 189.9%, respectively.
94
The Company’s outstanding borrowings as of June 30, 2024 and December 31, 2023 were as follows:
|
|
As of June 30, 2024 |
|
|
As of December 31, 2023 |
|
||||||||||||||||||||||||
|
|
|
Total Aggregate |
|
|
|
Principal |
|
|
|
|
|
|
|
Total Aggregate |
|
|
|
Principal |
|
|
|
|
|
||||||
|
|
|
Principal Amount |
|
|
|
Amount |
|
|
|
Carrying |
|
|
|
Principal Amount |
|
|
|
Amount |
|
|
|
Carrying |
|
||||||
|
|
|
Committed |
|
|
|
Outstanding |
|
|
|
Value (1) |
|
|
|
Committed |
|
|
|
Outstanding |
|
|
|
Value (1) |
|
||||||
2019-1 Debt |
|
$ |
|
352,500 |
|
|
$ |
|
352,500 |
|
|
$ |
|
351,293 |
|
|
$ |
|
352,500 |
|
|
$ |
|
352,500 |
|
|
$ |
|
351,229 |
|
March 2026 Notes |
|
|
|
300,000 |
|
|
|
|
300,000 |
|
|
|
|
298,086 |
|
|
|
|
300,000 |
|
|
|
|
300,000 |
|
|
|
|
297,522 |
|
October 2026 Notes |
|
|
|
300,000 |
|
|
|
|
300,000 |
|
|
|
|
296,865 |
|
|
|
|
300,000 |
|
|
|
|
300,000 |
|
|
|
|
296,182 |
|
Sumitomo Credit Facility (2) |
|
|
|
855,000 |
|
|
|
|
227,700 |
|
|
|
|
227,700 |
|
|
|
|
665,000 |
|
|
|
|
311,000 |
|
|
|
|
311,000 |
|
Total Debt |
|
$ |
|
1,807,500 |
|
|
$ |
|
1,180,200 |
|
|
$ |
|
1,173,944 |
|
|
$ |
|
1,617,500 |
|
|
$ |
|
1,263,500 |
|
|
$ |
|
1,255,933 |
|
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2024 and year ended December 31, 2023 were 5.1% and 5.2%, respectively.
The combined weighted average borrowings outstanding for the six months ended June 30, 2024 and year ended December 31, 2023 were $1.3 billion and $1.4 billion, respectively.
The following table shows the contractual maturities of our debt obligations as of June 30, 2024:
|
|
Payments Due by Period |
|
||||||||||||||||||||||
|
|
|
|
|
|
Less than |
|
|
|
|
|
|
|
|
|
|
More than |
|
|||||||
|
|
|
Total |
|
|
|
1 year |
|
|
|
1 — 3 years |
|
|
|
3 — 5 years |
|
|
5 years |
|
||||||
2019-1 Debt |
|
$ |
|
352,500 |
|
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
352,500 |
|
March 2026 Notes |
|
|
|
300,000 |
|
|
|
|
— |
|
|
|
|
300,000 |
|
|
|
|
— |
|
|
|
|
— |
|
October 2026 Notes |
|
|
|
300,000 |
|
|
|
|
— |
|
|
|
|
300,000 |
|
|
|
|
— |
|
|
|
|
— |
|
Sumitomo Credit Facility |
|
|
|
227,700 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
227,700 |
|
|
|
|
— |
|
Total Debt Obligations |
|
$ |
|
1,180,200 |
|
|
$ |
|
— |
|
|
$ |
|
600,000 |
|
|
$ |
|
227,700 |
|
|
$ |
|
352,500 |
|
2019‑1 Debt
On August 28, 2019, the Company, through BCC Middle Market CLO 2019‑1 LLC (the “2019‑1 Issuer”), a Cayman Islands limited liability company and a wholly-owned and consolidated subsidiary of the Company, and BCC Middle Market CLO 2019‑1 Co-Issuer, LLC (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), a Delaware limited liability company, completed its $501.0 million term debt securitization (the “2019‑1 CLO Transaction”). The notes issued in connection with the 2019‑1 CLO Transaction (the “2019‑1 Notes”) are secured by a diversified portfolio of the Co-Issuers consisting primarily of middle market loans, the majority of which are senior secured loans (the “2019‑1 Portfolio”). The Co-Issuers also issued Class A‑1L Loans (the “Loans” and, together with the 2019‑1 Notes, the “2019‑1 Debt”). The Loans are also secured by the 2019‑1 Portfolio. At the 2019‑1 closing date, the 2019‑1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2019‑1 CLO Transaction.
On November 30, 2021, the Co-Issuers refinanced the 2019‑1 CLO Transaction through a private placement of $410 million of senior secured and senior deferrable notes consisting of: (i) $282.5 million of Class A‑1‑R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 1.50% per annum; (ii) $55 million of Class A‑2‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.00% per annum; (iii) $47.5 million of Class B-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 2.60% per annum; and (iv) $25.0 million of Class C-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.75% per annum (collectively, the “2019‑1 CLO Reset Notes”). As part of the transactions, the 2019-1 Issuer was redomiciled from Cayman to Jersey. The 2019‑1 CLO Reset Notes are scheduled to mature on October 15, 2033 and the reinvestment period ends October 15, 2025. The Company retained $32.5 million of the Class B-R Notes and $25.0 million of the Class C-R Notes. The retained notes by the Company are eliminated in consolidation. The transaction resulted in a realized loss on the extinguishment of debt of $2.3 million from the acceleration of unamortized debt issuance costs. The obligations of the 2019-1 Issuer under the 2019-1 CLO Transaction are non-recourse to the Company.
95
On June 15, 2023, the Company entered into a Second Supplemental Indenture (“2019-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of November 30, 2021, between BCC Middle Market CLO 2019-1, LTD, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2019-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26%, effective July 1, 2023.
The 2019‑1 CLO Reset Notes was executed through a private placement of the following 2019‑1 Debt:
|
|
|
|
|
|
|
|
|
|
Interest rate at |
|
|
|||
2019-1 Debt |
|
Principal Amount |
|
|
Spread above Index |
|
June 30, 2024 |
|
|
||||||
Class A-1-R |
|
$ |
|
282,500 |
|
|
|
1.50 |
|
% + 3 Month SOFR |
|
|
7.09 |
|
% |
Class A-2-R |
|
|
|
55,000 |
|
|
|
2.00 |
|
% + 3 Month SOFR |
|
|
7.59 |
|
% |
Class B-R |
|
|
|
15,000 |
|
|
|
2.60 |
|
% + 3 Month SOFR |
|
|
8.19 |
|
% |
Total 2019-1 Debt |
|
|
|
352,500 |
|
|
|
|
|
|
|
|
|
||
Membership Interests |
|
|
|
102,250 |
|
|
Non-interest bearing |
|
Not applicable |
|
|
||||
Total |
|
$ |
|
454,750 |
|
|
|
|
|
|
|
|
|
||
The Company serves as portfolio manager of the 2019‑1 Issuer pursuant to a portfolio management agreement between the Company and the 2019‑1 Issuer. For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.
During the reinvestment period, pursuant to the indenture and loan agreement governing the 2019‑1 Notes and Loans, respectively, all principal collections received on the underlying collateral may be used by the 2019‑1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2019‑1 Issuer and in accordance with the 2019‑1 Issuer investment strategy and the terms of the indenture and loan agreement, as applicable.
The Company has agreed to hold on an ongoing basis the membership interests with an aggregate dollar purchase price at least equal to 5% of the aggregate amount of all obligations issued by the 2019‑1 Co-Issuers for so long as the 2019‑1 Debt remains outstanding.
The 2019‑1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2019‑1 Issuer.
As of June 30, 2024, there were 50 first lien senior secured loans with a total fair value of approximately $441.2 million and cash of $56.4 million securing the 2019-1 Debt. As of December 31, 2023, there were 49 first lien and second lien senior secured loans with a total fair value of approximately $453.7 million and cash of $52.8 million securing the 2019-1 Debt. Assets that are pledged as collateral for the 2019-1 Debt are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture and loan agreement governing the 2019-1 Debt. The creditors of the 2019-1 Co-Issuers have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2019-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture and loan agreement governing the 2019-1 Debt. As of June 30, 2024, the Company was in compliance with its covenants related to the 2019-1 Debt.
Costs of the offering of $1.5 million were incurred in connection with the 2019‑1 CLO Reset Notes which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2019‑1 Debt on the consolidated statements of assets and liabilities and are being amortized over the life using the effective interest method. The balance of the unamortized debt issuance costs was $1.2 million and $1.3 million as of June 30, 2024 and December 31, 2023, respectively.
For the three months ended June 30, 2024 and 2023, the components of interest expense related to the 2019‑1 Co-Issuers were as follows:
96
|
|
For the Three Months Ended June 30, |
|
|||||||
|
|
2024 |
|
|
2023 |
|
||||
Borrowing interest expense |
|
$ |
|
6,427 |
|
|
$ |
|
6,062 |
|
Amortization of deferred financing costs and upfront commitment fees |
|
|
|
32 |
|
|
|
|
32 |
|
Total interest and debt financing expenses |
|
$ |
|
6,459 |
|
|
$ |
|
6,094 |
|
For the six months ended June 30, 2024 and 2023, the components of interest expense related to the 2019‑1 Co-Issuers were as follows:
|
|
For the Six Months Ended June 30, |
|
|||||||
|
|
2024 |
|
|
2023 |
|
||||
Borrowing interest expense |
|
$ |
|
12,855 |
|
|
$ |
|
11,605 |
|
Amortization of deferred financing costs and upfront commitment fees |
|
|
|
64 |
|
|
|
|
64 |
|
Total interest and debt financing expenses |
|
$ |
|
12,919 |
|
|
$ |
|
11,669 |
|
Revolving Advisor Loan
On March 27, 2020, the Company entered into an unsecured revolving loan agreement (the “Revolving Advisor Loan”) with BCSF Advisors, LP, the investment adviser of the Company. The Revolving Advisor Loan had a maximum credit limit of $50.0 million and matured on March 27, 2023. The Revolving Advisor Loan accrued interest at the Applicable Federal Rate from the date of such loan until the loan was repaid in full.
For the three and six months ended June 30, 2024 and 2023, the Revolving Advisor Loan did not incur any interest expense.
March 2026 Notes
On March 10, 2021, the Company and U.S. Bank National Association (the “Trustee”), entered into an Indenture (the “Base Indenture”) and First Supplemental Indenture (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee. The First Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.95% notes due 2026 (the “March 2026 Notes”).
The March 2026 Notes will mature on March 10, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The March 2026 Notes bear interest at a rate of 2.95% per year payable semi-annually on March 10th and September 10th of each year, commencing on September 10, 2021. The March 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company were approximately $294.3 million, after deducting the underwriting discounts and commissions of $4.4 million and offering expenses of $1.3 million.
As of June 30, 2024 and December 31, 2023, the components of the carrying value of the March 2026 Notes were as follows:
|
|
|
|
|
|
|
|
||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
|
||||
Principal amount of debt |
|
$ |
|
300,000 |
|
|
$ |
|
300,000 |
|
|
Unamortized debt issuance cost |
|
|
|
(1,098 |
) |
|
|
|
(1,421 |
) |
|
Original issue discount, net of accretion |
|
|
|
(816 |
) |
|
|
|
(1,057 |
) |
|
Carrying value of March 2026 Notes |
|
$ |
|
298,086 |
|
|
$ |
|
297,522 |
|
|
97
For the three months ended June 30, 2024 and 2023, the components of interest expense related to the March 2026 Notes were as follows:
|
|
For the Three Months Ended June 30, |
|
|||||||
|
|
2024 |
|
|
2023 |
|
||||
Borrowing interest expense |
|
$ |
|
2,213 |
|
|
$ |
|
2,212 |
|
Amortization of debt issuance cost |
|
|
|
161 |
|
|
|
|
162 |
|
Accretion of original issue discount |
|
|
|
121 |
|
|
|
|
120 |
|
Total interest and debt financing expenses |
|
$ |
|
2,495 |
|
|
$ |
|
2,494 |
|
For the six months ended June 30, 2024 and 2023, the components of interest expense related to the March 2026 Notes were as follows:
|
|
|
For the Six Months Ended June 30, |
|
||||||
|
|
2024 |
|
|
2023 |
|
||||
Borrowing interest expense |
|
$ |
|
4,426 |
|
|
$ |
|
4,425 |
|
Amortization of debt issuance cost |
|
|
|
323 |
|
|
|
|
322 |
|
Accretion of original issue discount |
|
|
|
241 |
|
|
|
|
239 |
|
Total interest and debt financing expenses |
|
$ |
|
4,990 |
|
|
$ |
|
4,986 |
|
October 2026 Notes
On October 13, 2021, the Company and the Trustee entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture between the Company and the Trustee. The Second Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.55% notes due 2026 (the “October 2026 Notes,” and together with the March 2026 Notes, the “2026 Notes”).
The October 2026 Notes will mature on October 13, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The October 2026 Notes bear interest at a rate of 2.55% per year payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. The October 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the October 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company were approximately $293.1 million, after deducting the underwriting discounts and commissions of $6.2 million and offering expenses of $0.7 million.
As of June 30, 2024 and December 31, 2023, the components of the carrying value of the October 2026 Notes were as follows:
|
|
|
|
|
|
|
||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||
Principal amount of debt |
|
$ |
|
300,000 |
|
|
$ |
|
300,000 |
|
Unamortized debt issuance cost |
|
|
|
(1,671 |
) |
|
|
|
(2,035 |
) |
Original issue discount, net of accretion |
|
|
|
(1,464 |
) |
|
|
|
(1,783 |
) |
Carrying value of October 2026 Notes |
|
$ |
|
296,865 |
|
|
$ |
|
296,182 |
|
98
For the three months ended June 30, 2024 and 2023, the components of interest expense related to the October 2026 Notes were as follows:
|
|
For the Three Months Ended June 30, |
|
|||||||
|
|
2024 |
|
|
2023 |
|
||||
Borrowing interest expense |
|
$ |
|
1,912 |
|
|
$ |
|
1,912 |
|
Amortization of debt issuance cost |
|
|
|
182 |
|
|
|
|
182 |
|
Accretion of original issue discount |
|
|
|
160 |
|
|
|
|
159 |
|
Total interest and debt financing expenses |
|
$ |
|
2,254 |
|
|
$ |
|
2,253 |
|
For the six months ended June 30, 2024 and 2023, the components of interest expense related to the October 2026 Notes were as follows:
|
|
|
For the Six Months Ended June 30, |
|
||||||
|
|
2024 |
|
|
2023 |
|
||||
Borrowing interest expense |
|
$ |
|
3,825 |
|
|
$ |
|
3,825 |
|
Amortization of debt issuance cost |
|
|
|
364 |
|
|
|
|
362 |
|
Accretion of original issue discount |
|
|
|
320 |
|
|
|
|
317 |
|
Total interest and debt financing expenses |
|
$ |
|
4,509 |
|
|
$ |
|
4,504 |
|
Sumitomo Credit Facility
On December 24, 2021, the Company entered into a senior secured revolving credit agreement (as amended to date, the “Sumitomo Credit Agreement” or the “Sumitomo Credit Facility”) as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. The Credit Agreement is effective as of December 24, 2021.
The facility amount under the Sumitomo Credit Agreement is $300.0 million with an accordion provision to permit increases to the total facility amount up to $1.0 billion. Proceeds of the loans under the Sumitomo Credit Agreement may be used for general corporate purposes of the Company, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the Sumitomo Credit Agreement. The maturity date is December 24, 2026.
On July 6, 2022, the Company entered into the First Amendment to the Sumitomo Credit Agreement. The First Amendment provides for an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $300.0 million to $385.0 million. The First Amendment also replaced the LIBOR benchmark provisions under the Sumitomo Credit Agreement with SOFR benchmark provisions, including applicable credit spread adjustments.
On July 22, 2022, the Company entered into the Increasing Lender/Joinder Lender Agreement (the “Joinder Agreement”), dated as of July 22, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $385.0 million to $485.0 million.
On August 24, 2022, the Company entered into the Second Amendment, which provides for, among other things, an upsize in the total commitments from lenders under the Sumitomo Credit Agreement from $485.0 million to $635.0 million.
On December 14, 2022, the Company entered into a second Increasing Lender/Joinder Lender Agreement (the “Second Joinder Agreement”), dated as of December 14, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Second Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $635.0 million to $665.0 million.
On May 20, 2024, the Company entered into the Third Amendment to Senior Secured Revolving Credit Agreement and First Amendment to Guarantee and Security Agreement (the “Third Amendment”), which amends the Sumitomo Credit Agreement. The Third Amendment provides for, among other things, (i) an extension of the revolver availability period from December 24, 2025 to May 19, 2028, (ii) an extension of the scheduled maturity date from December 24, 2026 to May 18, 2029, (iii) the conversion of a portion of the existing revolver availability into term loan availability, (iv) an upsize in the total facility amount from $665,000,000 to $855,000,000, (v) an increase in the accordion provision to permit increases to a total facility amount of up to $1,500,000,000, (vi) the
99
reduction of the credit adjustment spread for term benchmark loans denominated in Dollars, from 0.10% for one-month tenor loans, 0.15% for three-month tenor loans and 0.25% for six-month tenor loans to 0.10% for all loan tenors, and (vii) the joinder of new lenders to the Sumitomo Credit Agreement.
Interest under the Sumitomo Credit Agreement for (i) loans for which the Company elects the base rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at an “alternate base rate” (which is the greater of zero and the highest of (a) the prime rate as published in the print edition of The Wall Street Journal, Money Rates Section, (b) the federal funds effective rate plus 0.5% and (c) the one-month Eurocurrency rate plus 1% per annum) plus 0.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, the alternate base rate plus 0.875% per annum; (ii) loans for which the Company elects the Eurocurrency option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.875% per annum; and (iii) loans for which the Company elects the risk-free-rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.8693% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.9943% per annum. The Company pays a used commitment fee of 37.5 basis points (0.375%) on the average daily unused amount of the dollar commitment.
The Sumitomo Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of June 30, 2024, the Company was in compliance with its covenants related to the Sumitomo Credit Facility.
As of June 30, 2024 and December 31, 2023, there were $227.7 million and $311.0 million of borrowings under the Sumitomo Credit Facility.
For the three months ended June 30, 2024 and 2023, the components of interest expense related to the Sumitomo Credit Facility were as follows:
|
|
For the Three Months Ended June 30, |
|
|||||||
|
|
2024 |
|
|
2023 |
|
||||
Borrowing interest expense |
|
$ |
|
5,360 |
|
|
$ |
|
9,244 |
|
Unused facility fee |
|
|
|
441 |
|
|
|
|
140 |
|
Accretion of original issue discount |
|
|
|
622 |
|
|
|
|
234 |
|
Total interest and debt financing expenses |
|
$ |
|
6,423 |
|
|
$ |
|
9,618 |
|
For the six months ended June 30, 2024 and 2023, the components of interest expense related to the Sumitomo Credit Facility were as follows:
|
|
|
For the Six Months Ended June 30, |
|
||||||
|
|
2024 |
|
|
2023 |
|
||||
Borrowing interest expense |
|
$ |
|
11,659 |
|
|
$ |
|
18,119 |
|
Unused facility fee |
|
|
|
754 |
|
|
|
|
265 |
|
Accretion of original issue discount |
|
|
|
856 |
|
|
|
|
466 |
|
Total interest and debt financing expenses |
|
$ |
|
13,269 |
|
|
$ |
|
18,850 |
|
Note 7. Derivatives
The Company is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by the Company may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency.
The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies, as described in Note 2. The fair value of derivative contracts open as of June 30, 2024 and December 31, 2023 is included on the consolidated schedules of investments by contract. The Company had collateral receivable of $7.1 million for June 30, 2024 and collateral receivable of $7.6 million for December 31, 2023 with the counterparties on
100
foreign currency exchange contracts. Collateral amounts posted are included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Collateral payable is included in collateral payable on forward currency exchange contracts on the consolidated statements of assets and liabilities.
For the three and six months ended June 30, 2024, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts were $118.7 million and $128.7 million, respectively.
For the three and six months ended June 30, 2023 the Company's average U.S. dollar notional exposure to forward currency exchange contracts were $213.6 million and $194.7 million, respectively.
By using derivative instruments, the Company is exposed to the counterparty’s credit risk—the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the consolidated statements of assets and liabilities. The Company minimizes counterparty credit risk through credit monitoring procedures, executing master netting arrangements and managing margin and collateral requirements, as appropriate.
The Company presents forward currency exchange contracts on a net basis by counterparty on the consolidated statements of assets and liabilities. The Company has elected not to offset assets and liabilities in the consolidated statements of assets and liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other arrangement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of June 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
Net amount of |
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
Gross amount of |
|
|
assets or |
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Gross amount of |
|
|
(liabilities) |
|
|
(liabilities) |
|
|
|
|
|
|
|
|
|
||||||||
|
|
Account in the |
|
assets on the |
|
|
on the |
|
|
presented on the |
|
|
|
|
|
|
|
|
|
||||||||
|
|
consolidated |
|
consolidated |
|
|
consolidated |
|
|
consolidated |
|
|
|
|
|
|
|
|
|||||||||
|
|
statements of |
|
statements of |
|
|
statements of |
|
|
statements of |
|
|
Cash Collateral |
|
|
|
|
|
|||||||||
|
|
assets |
|
assets and |
|
|
assets and |
|
|
assets and |
|
|
paid |
|
|
Net |
|
||||||||||
Counterparty |
|
and liabilities |
|
liabilities |
|
|
liabilities |
|
|
liabilities |
|
|
(received) (1) |
|
|
Amounts (2) |
|
||||||||||
Bank of New York |
|
Unrealized appreciation on forward currency contracts |
|
$ |
|
1,141 |
|
|
$ |
|
(490 |
) |
|
$ |
|
651 |
|
|
$ |
|
— |
|
|
$ |
|
651 |
|
Citibank |
|
Unrealized appreciation on forward currency contracts |
|
$ |
|
1 |
|
|
$ |
|
(1,508 |
) |
|
$ |
|
(1,507 |
) |
|
$ |
|
— |
|
|
$ |
|
(1,507 |
) |
Wells Fargo |
|
Unrealized appreciation on forward currency contracts |
|
$ |
|
— |
|
|
$ |
0 (3) |
|
|
$ |
0 (3) |
|
|
$ |
|
— |
|
|
$ |
0 (3) |
|
|||
The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
Net amount of |
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
Gross amount of |
|
|
assets or |
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Gross amount of |
|
|
(liabilities) |
|
|
(liabilities) |
|
|
|
|
|
|
|
|
|
||||||||
|
|
Account in the |
|
assets on the |
|
|
on the |
|
|
presented on the |
|
|
|
|
|
|
|
|
|
||||||||
|
|
consolidated |
|
consolidated |
|
|
consolidated |
|
|
consolidated |
|
|
|
|
|
|
|
|
|||||||||
|
|
statements of |
|
statements of |
|
|
statements of |
|
|
statements of |
|
|
Cash Collateral |
|
|
|
|
|
|||||||||
|
|
assets |
|
assets and |
|
|
assets and |
|
|
assets and |
|
|
paid |
|
|
Net |
|
||||||||||
Counterparty |
|
and liabilities |
|
liabilities |
|
|
liabilities |
|
|
liabilities |
|
|
(received) (1) |
|
|
Amounts (2) |
|
||||||||||
Bank of New York |
|
Unrealized appreciation on forward currency contracts |
|
$ |
|
1,300 |
|
|
$ |
|
(2,247 |
) |
|
$ |
|
(947 |
) |
|
$ |
|
— |
|
|
$ |
|
(947 |
) |
Citibank |
|
Unrealized appreciation on forward currency contracts |
|
$ |
|
879 |
|
|
$ |
|
(2,192 |
) |
|
$ |
|
(1,313 |
) |
|
$ |
|
— |
|
|
$ |
|
(1,313 |
) |
101
The effect of transactions in derivative instruments to the consolidated statements of operations during the three months ended June 30, 2024 and 2023 was as follows:
|
|
For the Three Months Ended June 30, |
|
|||||||
|
|
2024 |
|
|
2023 |
|
||||
Net realized gain on forward currency exchange contracts |
|
$ |
|
169 |
|
|
$ |
|
— |
|
Net change in unrealized appreciation on forward currency exchange contracts |
|
|
|
163 |
|
|
|
|
(1,476 |
) |
Total net realized and unrealized (gain) loss on forward currency exchange contracts |
|
$ |
|
332 |
|
|
$ |
|
(1,476 |
) |
Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($0.1) million and $2.6 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2024 and 2023, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $0.3 million and ($1.5) million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $0.3 million and $1.1 million for the three months ended June 30, 2024 and 2023, respectively.
The effect of transactions in derivative instruments to the consolidated statements of operations during the six months ended June 30, 2024 and 2023 was as follows:
|
|
For the Six Months Ended June 30, |
|
|||||||
|
|
2024 |
|
|
2023 |
|
||||
Net realized gains (losses) on forward currency exchange contracts |
|
$ |
|
1,896 |
|
|
$ |
|
(2,385 |
) |
Net change in unrealized appreciation on forward currency exchange contracts |
|
|
|
1,404 |
|
|
|
|
(1,315 |
) |
Total net realized and unrealized gains (losses) on forward currency exchange contracts |
|
$ |
|
3,300 |
|
|
$ |
|
(3,700 |
) |
Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($2.3) million and $4.7 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2024 and 2023, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $3.3 million and ($3.7) million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $1.0 million and $1.0 million for the six months ended June 30, 2024 and 2023, respectively.
Note 8. Distributions
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2024:
|
|
|
|
|
|
Amount |
|
|
Total |
|
|
||||
Date Declared |
|
Record Date |
|
Payment Date |
|
Per Share |
|
|
Distributions |
|
|
||||
February 27, 2024 |
|
March 28, 2024 |
|
April 30, 2024 |
|
$ |
|
0.42 |
|
|
$ |
|
27,116 |
|
|
February 27, 2024 |
|
March 28, 2024 |
|
April 30, 2024 |
|
$ |
|
0.03 |
|
|
$ |
|
1,937 |
|
(1) |
May 6, 2024 |
|
June 28, 2024 |
|
July 29, 2024 |
|
$ |
|
0.42 |
|
|
$ |
|
27,116 |
|
|
May 6, 2024 |
|
June 28, 2024 |
|
July 29, 2024 |
|
$ |
|
0.03 |
|
|
$ |
|
1,937 |
|
(1) |
Total distributions declared |
|
|
|
|
|
$ |
|
0.90 |
|
|
$ |
|
58,106 |
|
|
(1) Represents a special dividend.
The distributions declared during the six months ended June 30, 2024 were derived from investment company taxable income and net capital gain, if any.
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2023:
|
|
|
|
|
|
Amount |
|
|
Total |
|
||||
Date Declared |
|
Record Date |
|
Payment Date |
|
Per Share |
|
|
Distributions |
|
||||
February 28, 2023 |
|
March 31, 2023 |
|
April 28, 2023 |
|
$ |
|
0.38 |
|
|
$ |
|
24,534 |
|
May 9, 2023 |
|
June 30, 2023 |
|
July 31, 2023 |
|
$ |
|
0.38 |
|
|
$ |
|
24,534 |
|
Total distributions declared |
|
|
|
|
|
$ |
|
0.76 |
|
|
$ |
|
49,068 |
|
102
The distributions declared during the six months ended June 30, 2023 were derived from investment company taxable income and net capital gain, if any.
The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon the Company’s investment company taxable income for the full fiscal year and distributions paid during the full year.
Note 9. Common Stock/Capital
The Company has authorized 100,000,000,000 shares of common stock with a par value of $0.001 per share. The Company has authorized 10,000,000,000 shares of its preferred stock with a par value of $0.001 per share. Shares of preferred stock have not been issued.
Prior to the IPO, the Company had issued 43,982,137.46 shares in the private placement of the Company’s common shares (the “Private Offering”). Each investor had entered into a separate subscription agreement relating to the Company’s common stock (the “Subscription Agreements”). Each investor had made a capital commitment to purchase shares of the Company’s common stock pursuant to the Subscription Agreements. Investors were required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivered a drawdown notice, which were delivered at least 10 business days prior to the required funding date in an aggregate amount not to exceed their respective capital commitments. The number of shares to be issued to a stockholder was determined by dividing the total dollar amount of the contribution by a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board in accordance with the requirements of the 1940 Act. As of December 31, 2018, aggregate commitments relating to the Private Offering were $1.3 billion. All outstanding commitments related to these Subscription Agreements were cancelled due to the completion of the IPO on November 15, 2018. As of June 30, 2024 and December 31, 2023, BCSF Advisors, LP contributed in aggregate $8.9 million and $8.9 million to the Company and received 488,212.35 and 488,212.35 shares of the Company, respectively. At June 30, 2024 and December 31, 2023, BCSF Advisors, LP owned 0.02% and 0.70%, respectively, of the outstanding common stock of the Company.
On November 19, 2018, the Company closed its IPO issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated proceeds, before expenses, of $147.3 million. All outstanding commitments were cancelled due to the completion of the initial public offering.
There have been no shares issued or proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements, issuance of common stock, or shares issued pursuant to the dividend reinvestment plan during the three months ended June 30, 2024 and 2023. There have been no shares issued or proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements, issuance of common stock, or shares issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2024 and 2023.
On May 7, 2019, the Board authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of June 30, 2024, there have been no repurchases of common stock.
Note 10. Commitments and Contingencies
Commitments
The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.
103
As of June 30, 2024, the Company had $405.4 million of unfunded commitments under loan and financing agreements as follows:
Portfolio Company & Investment |
|
Expiration Date(1) |
|
|
Unfunded Commitments(2) |
|
|
A&R Logistics, Inc. - Revolver |
|
8/3/2026 |
|
|
|
2,247 |
|
AEG Vision - Delayed Draw |
|
3/27/2026 |
|
|
|
16,379 |
|
AEG Vision - Delayed Draw |
|
3/27/2026 |
|
|
|
17,813 |
|
Abracon Group Holding, LLC. - Delayed Draw |
|
7/6/2028 |
|
|
|
2,221 |
|
AgroFresh Solutions - Revolver |
|
3/31/2028 |
|
|
|
251 |
|
Allbridge - Delayed Draw |
|
6/5/2030 |
|
|
|
2,841 |
|
Allbridge - Revolver |
|
6/5/2030 |
|
|
|
3,825 |
|
Allworth Financial Group, L.P. - Revolver |
|
12/23/2027 |
|
|
|
2,440 |
|
Apollo Intelligence - Delayed Draw |
|
5/31/2028 |
|
|
|
9,611 |
|
Apollo Intelligence - Revolver |
|
5/31/2028 |
|
|
|
3,268 |
|
Applitools - Revolver |
|
5/25/2028 |
|
|
|
3,430 |
|
Appriss Holdings, Inc. - Revolver |
|
5/6/2027 |
|
|
|
640 |
|
Arctic Glacier U.S.A., Inc. - Revolver |
|
5/24/2028 |
|
|
|
7 |
|
ASP-r-pac Acquisition Co LLC - Revolver |
|
12/29/2027 |
|
|
|
2,054 |
|
Avalon Acquiror, Inc. - Revolver |
|
3/10/2028 |
|
|
|
2,521 |
|
AXH Air Coolers - Delayed Draw |
|
10/31/2029 |
|
|
|
7,339 |
|
AXH Air Coolers - Revolver |
|
10/31/2029 |
|
|
|
5,504 |
|
Beacon Specialized Living - Delayed Draw |
|
3/25/2028 |
|
|
|
12,836 |
|
Beacon Specialized Living - Revolver |
|
3/25/2028 |
|
|
|
1,282 |
|
Beneficium - Delayed Draw |
|
6/28/2031 |
|
|
|
9,114 |
|
Caribou Bidco Limited - Delayed Draw |
|
2/1/2029 |
|
|
|
22 |
|
CB Nike IntermediateCo Ltd - Revolver |
|
10/31/2025 |
|
|
|
44 |
|
Chase Industries, Inc. - Revolver |
|
5/12/2025 |
|
|
|
740 |
|
Choreo - Delayed Draw |
|
2/18/2028 |
|
|
|
8,000 |
|
Concert Golf Partners Holdco LLC - Revolver |
|
4/2/2029 |
|
|
|
2,492 |
|
Congress Wealth - Delayed Draw |
|
6/30/2029 |
|
|
|
1,334 |
|
Congress Wealth - Delayed Draw |
|
6/30/2029 |
|
|
|
10,751 |
|
Congress Wealth - Revolver |
|
6/30/2029 |
|
|
|
1,102 |
|
Cube - Delayed Draw |
|
5/20/2031 |
|
|
|
8,651 |
|
Cube - Delayed Draw |
|
5/20/2031 |
|
|
|
78 |
|
Cube - First Lien Senior Secured Loan |
|
2/20/2025 |
|
|
|
22 |
|
Darcy Partners - Revolver |
|
6/1/2028 |
|
|
|
349 |
|
Datix Bidco Limited - Delayed Draw |
|
4/30/2031 |
|
|
|
2,861 |
|
Datix Bidco Limited - Revolver |
|
10/30/2030 |
|
|
|
2,283 |
|
Discovery Senior Living - Delayed Draw |
|
3/18/2030 |
|
|
|
11,806 |
|
Discovery Senior Living - Revolver |
|
3/18/2030 |
|
|
|
2,360 |
|
Duraco - Revolver |
|
6/6/2029 |
|
|
|
1,991 |
|
Datix Bidco Limited - Revolver |
|
10/28/2024 |
|
|
|
12 |
|
Efficient Collaborative Retail Marketing Company, LLC - Revolver |
|
12/31/2025 |
|
|
|
1,708 |
|
Element Buyer, Inc. - Revolver |
|
7/19/2026 |
|
|
|
4,250 |
|
E-Tech Group - Revolver |
|
4/9/2030 |
|
|
|
1,298 |
|
Forward Slope - Revolver |
|
8/22/2029 |
|
|
|
8,884 |
|
Galeria - First Lien Senior Secured Loan |
|
4/8/2029 |
|
|
|
8,999 |
|
Gills Point S - Revolver |
|
5/17/2029 |
|
|
|
338 |
|
Gills Point S - Delayed Draw |
|
5/17/2029 |
|
|
|
6,930 |
|
104
Portfolio Company & Investment |
|
Expiration Date(1) |
|
|
Unfunded Commitments(2) |
|
|
Gulf Winds International - Revolver |
|
12/16/2028 |
|
|
|
3,969 |
|
HealthDrive - Delayed Draw |
|
8/20/2029 |
|
|
|
6,284 |
|
HealthDrive - Revolver |
|
8/20/2029 |
|
|
|
2,479 |
|
ImageTrend - Revolver |
|
1/31/2029 |
|
|
|
4,000 |
|
Intoxalock - Revolver |
|
11/1/2028 |
|
|
|
3,087 |
|
JHCC Holdings, LLC - Revolver |
|
9/9/2027 |
|
|
|
2,196 |
|
Kellstrom Commercial Aerospace, Inc. - Revolver |
|
7/1/2025 |
|
|
|
1,066 |
|
Mach Acquisition R/C - Revolver |
|
10/19/2026 |
|
|
|
2,511 |
|
Margaux Acquisition Inc. - Revolver |
|
12/19/2025 |
|
|
|
2,872 |
|
Margaux UK Finance Limited - Revolver |
|
12/19/2025 |
|
|
|
631 |
|
McLarens Acquisition Inc. - Delayed Draw |
|
12/16/2025 |
|
|
|
6,829 |
|
Meriplex Communications, Ltd. - Delayed Draw |
|
7/17/2028 |
|
|
|
4,939 |
|
Meriplex Communications, Ltd. - Revolver |
|
7/17/2028 |
|
|
|
2,824 |
|
Morrow Sodali - Revolver |
|
4/25/2027 |
|
|
|
1,686 |
|
MRHT - Revolver |
|
2/1/2029 |
|
|
|
17,899 |
|
MZR Buyer, LLC - Revolver |
|
12/22/2026 |
|
|
|
695 |
|
NearMap - Revolver |
|
12/9/2029 |
|
|
|
4,652 |
|
New Look Vision Group - Revolver |
|
5/26/2028 |
|
|
|
1,702 |
|
OGH Bidco Limited - Delayed Draw |
|
6/29/2029 |
|
|
|
4,983 |
|
Parcel2Go - Delayed Draw |
|
7/17/2028 |
|
|
|
35 |
|
PCF - Delayed Draw |
|
11/1/2028 |
|
|
|
9,641 |
|
Pharmacy Partners - Revolver |
|
2/28/2029 |
|
|
|
5,491 |
|
Pyramid Global Hospitality - Revolver |
|
1/19/2028 |
|
|
|
3,482 |
|
Reconomy - Delayed Draw |
|
7/12/2029 |
|
|
|
8,852 |
|
Reconomy - Delayed Draw |
|
7/12/2029 |
|
|
|
3,959 |
|
Revalize, Inc. - Revolver |
|
4/15/2027 |
|
|
|
838 |
|
RoadOne - Delayed Draw |
|
12/29/2028 |
|
|
|
1,707 |
|
RoadOne - Revolver |
|
12/29/2028 |
|
|
|
4,119 |
|
RoC Skincare - Revolver |
|
2/21/2030 |
|
|
|
1,871 |
|
Saturn Purchaser Corp. - Revolver |
|
7/22/2029 |
|
|
|
4,883 |
|
SensorTower - Revolver |
|
3/15/2029 |
|
|
|
1,057 |
|
Service Master - Revolver |
|
8/16/2027 |
|
|
|
10,126 |
|
Simplicity - Delayed Draw |
|
12/2/2026 |
|
|
|
2,034 |
|
Simplicity - Revolver |
|
12/2/2026 |
|
|
|
1,454 |
|
Simplicity - Revolver |
|
12/2/2026 |
|
|
|
143 |
|
Smartronix - Revolver |
|
11/23/2027 |
|
|
|
6,321 |
|
Solaray, LLC - Revolver |
|
12/15/2025 |
|
|
|
2,115 |
|
Spring Finco BV - Delayed Draw |
|
7/15/2029 |
|
|
|
4,082 |
|
105
Portfolio Company & Investment |
|
Expiration Date(1) |
|
|
Unfunded Commitments(2) |
|
|
Sunmed Group Holdings, LLC - Revolver |
|
6/16/2027 |
|
|
|
1,229 |
|
Superna Inc. - Delayed Draw |
|
3/6/2028 |
|
|
|
2,631 |
|
Superna Inc. - Revolver |
|
3/6/2028 |
|
|
|
2,631 |
|
SureWerx - Delayed Draw |
|
12/28/2029 |
|
|
|
2,013 |
|
SureWerx - Revolver |
|
12/28/2028 |
|
|
|
671 |
|
Taoglas - Revolver |
|
2/28/2029 |
|
|
|
257 |
|
Taoglas - Delayed Draw |
|
2/28/2029 |
|
|
|
3,636 |
|
TA/Weg Holdings - Delayed Draw |
|
10/4/2027 |
|
|
|
6 |
|
TGI UK Holdings Limited - Delayed Draw |
|
6/24/2029 |
|
|
|
8,560 |
|
Titan Cloud Software, Inc - Revolver |
|
9/7/2028 |
|
|
|
5,714 |
|
TLC Purchaser, Inc. - Revolver |
|
10/13/2025 |
|
|
|
5,713 |
|
V Global Holdings LLC - Revolver |
|
12/22/2025 |
|
|
|
2,601 |
|
Walker Edison - Delayed Draw |
|
3/31/2027 |
|
|
|
677 |
|
Wealth Enhancement Group (WEG) - Delayed Draw |
|
10/4/2027 |
|
|
|
9,950 |
|
Wealth Enhancement Group (WEG) - Revolver |
|
10/4/2027 |
|
|
|
736 |
|
Webcentral - Delayed Draw |
|
12/18/2030 |
|
|
|
3,667 |
|
WCI Gigawatt Purchaser - Revolver |
|
11/19/2027 |
|
|
|
2,535 |
|
WCI Gigawatt Purchaser - Revolver |
|
11/19/2027 |
|
|
|
1,901 |
|
Whitcraft-Paradigm - Delayed Draw |
|
2/15/2029 |
|
|
|
6,128 |
|
Whitcraft-Paradigm - Revolver |
|
2/28/2029 |
|
|
|
1,839 |
|
WSP - Revolver |
|
4/27/2027 |
|
|
|
248 |
|
WU Holdco, Inc. - Revolver |
|
3/26/2027 |
|
|
|
1,578 |
|
Total |
|
|
|
$ |
|
405,363 |
|
106
As of December 31, 2023, the Company had $266.1 million of unfunded commitments under loan and financing agreements as follows:
Portfolio Company & Investment |
|
Expiration Date (1) |
|
Unfunded Commitments (2) |
|
||
9 Story Media Group Inc. - Revolver |
|
4/30/2026 |
|
$ |
|
441 |
|
A&R Logistics, Inc. - Revolver |
|
5/5/2025 |
|
|
|
3,499 |
|
Abracon Group Holding, LLC. - Delayed Draw |
|
7/6/2028 |
|
|
|
2,221 |
|
Allworth Financial Group, L.P. - Revolver |
|
12/23/2026 |
|
|
|
2,440 |
|
Apollo Intelligence - Delayed Draw |
|
6/1/2028 |
|
|
|
9,611 |
|
Apollo Intelligence - Revolver |
|
6/1/2028 |
|
|
|
2,643 |
|
Applitools - Revolver |
|
5/25/2028 |
|
|
|
3,430 |
|
Appriss Holdings, Inc. - Revolver |
|
5/6/2027 |
|
|
|
753 |
|
Arctic Glacier U.S.A., Inc. - Revolver |
|
5/24/2028 |
|
|
|
1,925 |
|
ASP-r-pac Acquisition Co LLC - Revolver |
|
12/29/2027 |
|
|
|
3,253 |
|
Avalon Acquiror, Inc. - Revolver |
|
3/10/2028 |
|
|
|
3,361 |
|
AXH Air Coolers - Delayed Draw |
|
10/31/2029 |
|
|
|
7,339 |
|
AXH Air Coolers - Revolver |
|
10/31/2029 |
|
|
|
4,404 |
|
Caribou Bidco Limited - Delayed Draw |
|
2/1/2029 |
|
|
|
22 |
|
CB Nike IntermediateCo Ltd - Revolver |
|
10/31/2025 |
|
|
|
44 |
|
Chase Industries, Inc. - Revolver |
|
5/12/2025 |
|
|
|
1,720 |
|
Concert Golf Partners Holdco LLC - Delayed Draw |
|
4/2/2029 |
|
|
|
369 |
|
Concert Golf Partners Holdco LLC - Revolver |
|
3/31/2028 |
|
|
|
2,492 |
|
Congress Wealth - Delayed Draw |
|
6/30/2029 |
|
|
|
1,334 |
|
Congress Wealth - Revolver |
|
6/30/2029 |
|
|
|
1,102 |
|
CPS Group Holdings, Inc. - Revolver |
|
3/3/2025 |
|
|
|
4,341 |
|
Darcy Partners - Revolver |
|
6/1/2028 |
|
|
|
349 |
|
Datix Bidco Limited - Revolver |
|
10/28/2024 |
|
|
|
4 |
|
Direct Travel, Inc. - Delayed Draw |
|
10/2/2025 |
|
|
|
975 |
|
Efficient Collaborative Retail Marketing Company, LLC - Revolver |
|
12/31/2025 |
|
|
|
2,267 |
|
Element Buyer, Inc. - Revolver |
|
7/19/2026 |
|
|
|
4,250 |
|
Forward Slope - Revolver |
|
8/22/2029 |
|
|
|
4,146 |
|
Gills Point S - Revolver |
|
5/17/2029 |
|
|
|
518 |
|
Gills Point S - Delayed Draw |
|
5/17/2029 |
|
|
|
569 |
|
Grammer Purchaser, Inc. - Revolver |
|
9/30/2024 |
|
|
|
159 |
|
GSP Holdings, LLC - Revolver |
|
11/6/2025 |
|
|
|
2,267 |
|
Gulf Winds International - Revolver |
|
12/16/2028 |
|
|
|
5,292 |
|
HealthDrive - Delayed Draw |
|
8/20/2029 |
|
|
|
1,297 |
|
HealthDrive - Delayed Draw |
|
8/20/2029 |
|
|
|
6,284 |
|
HealthDrive - Revolver |
|
8/20/2029 |
|
|
|
2,754 |
|
ImageTrend - Revolver |
|
1/31/2029 |
|
|
|
4,000 |
|
Intoxalock - Revolver |
|
11/1/2028 |
|
|
|
3,087 |
|
JHCC Holdings, LLC - Revolver |
|
9/9/2025 |
|
|
|
2,833 |
|
107
Portfolio Company & Investment |
|
Expiration Date (1) |
|
Unfunded Commitments (2) |
|
||
Kellstrom Commercial Aerospace, Inc. - Revolver |
|
7/1/2025 |
|
|
|
4,261 |
|
Mach Acquisition R/C - Revolver |
|
10/19/2026 |
|
|
|
2,511 |
|
Margaux Acquisition Inc. - Revolver |
|
12/19/2025 |
|
|
|
2,872 |
|
Margaux UK Finance Limited - Revolver |
|
12/19/2024 |
|
|
|
635 |
|
McLarens Acquisition Inc. - Delayed Draw |
|
12/16/2025 |
|
|
|
7,000 |
|
Meriplex Communications, Ltd. - Delayed Draw |
|
7/17/2028 |
|
|
|
4,939 |
|
Meriplex Communications, Ltd. - Revolver |
|
7/17/2028 |
|
|
|
2,824 |
|
Morrow Sodali - Revolver |
|
4/25/2028 |
|
|
|
1,595 |
|
MRHT - Delayed Draw |
|
2/1/2029 |
|
|
|
5,595 |
|
MZR Buyer, LLC - Revolver |
|
12/22/2026 |
|
|
|
2,257 |
|
NearMap - Revolver |
|
12/9/2029 |
|
|
|
4,652 |
|
New Look Vision Group - Revolver |
|
5/26/2026 |
|
|
|
1,859 |
|
OGH Bidco Limited - Delayed Draw |
|
6/29/2029 |
|
|
|
5,017 |
|
Omni Intermediate - Revolver |
|
11/30/2026 |
|
|
|
160 |
|
Parcel2Go - Delayed Draw |
|
7/17/2028 |
|
|
|
35 |
|
Pyramid Global Hospitality - Revolver |
|
1/19/2027 |
|
|
|
3,482 |
|
Reconomy - Delayed Draw |
|
6/25/2029 |
|
|
|
7,118 |
|
Refine Intermediate, Inc. - Revolver |
|
9/3/2026 |
|
|
|
5,340 |
|
Revalize, Inc. - Revolver |
|
4/15/2027 |
|
|
|
1,005 |
|
RoadOne - Delayed Draw |
|
12/29/2028 |
|
|
|
1,707 |
|
RoadOne - Revolver |
|
12/29/2028 |
|
|
|
4,119 |
|
RoC Opco LLC - Revolver |
|
2/25/2025 |
|
|
|
10,241 |
|
Saturn Purchaser Corp. - Revolver |
|
7/22/2029 |
|
|
|
4,883 |
|
Service Master - Revolver |
|
8/16/2027 |
|
|
|
7,991 |
|
Simplicity - Delayed Draw |
|
12/2/2026 |
|
|
|
5,470 |
|
Simplicity - Revolver |
|
12/2/2026 |
|
|
|
1,454 |
|
Smartronix - Revolver |
|
11/23/2027 |
|
|
|
6,321 |
|
Solaray, LLC - Revolver |
|
12/15/2025 |
|
|
|
1,406 |
|
Spring Finco BV - Delayed Draw |
|
7/15/2029 |
|
|
|
4,285 |
|
Sunmed Group Holdings, LLC - Revolver |
|
6/16/2027 |
|
|
|
1,229 |
|
Superna Inc. - Delayed Draw |
|
3/6/2028 |
|
|
|
2,631 |
|
Superna Inc. - Revolver |
|
3/6/2028 |
|
|
|
2,631 |
|
SureWerx - Delayed Draw |
|
12/28/2029 |
|
|
|
2,013 |
|
SureWerx - Revolver |
|
12/29/2028 |
|
|
|
496 |
|
Taoglas - Revolver |
|
2/28/2029 |
|
|
|
550 |
|
Taoglas - Delayed Draw |
|
2/28/2029 |
|
|
|
3,636 |
|
TEI Holdings Inc. - Revolver |
|
12/23/2025 |
|
|
|
4,528 |
|
Titan Cloud Software, Inc - Revolver |
|
9/7/2028 |
|
|
|
5,714 |
|
TLC Purchaser, Inc. - Revolver |
|
10/13/2025 |
|
|
|
6,398 |
|
V Global Holdings LLC - Revolver |
|
12/22/2025 |
|
|
|
5,712 |
|
Ventiv Holdco, Inc. - Revolver |
|
9/3/2025 |
|
|
|
1,005 |
|
Walker Edison - Delayed Draw |
|
3/31/2027 |
|
|
|
1,990 |
|
WCI Gigawatt Purchaser - Revolver |
|
11/19/2027 |
|
|
|
3,218 |
|
WCI Gigawatt Purchaser - Revolver |
|
11/19/2027 |
|
|
|
1,901 |
|
Whitcraft-Paradigm - Revolver |
|
2/28/2029 |
|
|
|
2,048 |
|
WSP - Revolver |
|
4/27/2027 |
|
|
|
449 |
|
WU Holdco, Inc. - Revolver |
|
3/26/2025 |
|
|
|
2,592 |
|
YLG Holdings, Inc. - Revolver |
|
10/31/2025 |
|
|
|
8,545 |
|
Total |
|
|
|
$ |
|
266,115 |
|
Contingencies
In the normal course of business, the Company may enter into certain contracts that provide a variety of indemnities. The Company’s maximum exposure under these indemnities is unknown as it would involve future claims that may be made against the Company. Currently, the Company is not aware of any such claims and no such claims are expected to occur. As such, the Company does not consider it necessary to record a liability in this regard.
108
Note 11. Financial Highlights
The following is a schedule of financial highlights for the six months ended June 30, 2024 and 2023:
|
For the Six Months Ended June 30, |
||||||||||
|
2024 |
|
|
|
2023 |
|
|
||||
Per share data: |
|
|
|
|
|
|
|
|
|
||
Net asset value at beginning of period |
$ |
|
17.60 |
|
|
|
$ |
|
17.29 |
|
|
Net investment income (1) |
|
|
1.04 |
|
|
|
|
|
1.10 |
|
|
Net realized loss (1)(7) |
|
|
(0.02 |
) |
|
|
|
|
(0.27 |
) |
|
Net change in unrealized appreciation (1)(2)(8) |
|
|
(0.02 |
) |
|
|
|
|
0.08 |
|
|
Net increase in net assets resulting from operations (1)(9)(10) |
|
|
1.00 |
|
|
|
|
|
0.91 |
|
|
Shareholder distributions from income (3) |
|
|
(0.90 |
) |
|
|
|
|
(0.76 |
) |
|
Net asset value at end of period |
$ |
|
17.70 |
|
|
|
$ |
|
17.44 |
|
|
Net assets at end of period |
$ |
|
1,142,545 |
|
|
|
$ |
|
1,125,779 |
|
|
Shares outstanding at end of period |
|
|
64,562,265 |
|
|
|
|
|
64,562,265 |
|
|
Per share market value at end of period |
$ |
|
16.31 |
|
|
|
$ |
|
13.51 |
|
|
Total return based on market value (12) |
|
|
14.41 |
|
% |
|
|
|
20.44 |
|
% |
Total return based on net asset value (4) |
|
|
5.73 |
|
% |
|
|
|
5.29 |
|
% |
Ratios: |
|
|
|
|
|
|
|
|
|
||
Ratio of net investment income to average net assets (5)(11)(13) |
|
|
13.55 |
|
% |
|
|
|
14.34 |
|
% |
Ratio of total expenses to average net assets (5)(11)(13) |
|
|
12.35 |
|
% |
|
|
|
12.78 |
|
% |
Supplemental data: |
|
|
|
|
|
|
|
|
|
||
Ratio of interest and debt financing expenses to average net assets (5)(13) |
|
|
6.30 |
|
% |
|
|
|
7.21 |
|
% |
Ratio of expenses (without incentive fees) to average net assets (5)(11)(13) |
|
|
10.85 |
|
% |
|
|
|
11.43 |
|
% |
Ratio of incentive fees and management fees, net of contractual and voluntary waivers, to average net assets (5)(11)(13) |
|
|
4.61 |
|
% |
|
|
|
4.60 |
|
% |
Average principal debt outstanding |
$ |
|
1,263,208 |
|
|
|
$ |
|
1,476,709 |
|
|
Portfolio turnover (6) |
|
|
30.17 |
|
% |
|
|
|
21.10 |
|
% |
109
Note 12. Subsequent Events
The Company’s management has evaluated the events and transactions that have occurred through August 6, 2024, the issuance date of the consolidated financial statements, and noted no items requiring disclosure in this Form 10-Q or adjustment of the consolidated financial statements.
110
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Forward-Looking Statements” appearing elsewhere in this report.
Overview
Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by BCSF Advisors, LP (our “Advisor” or “BCSF Advisors”), a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator” or “BCSF Advisors”). Since we commenced operations on October 13, 2016 through June 30, 2024, we have invested approximately $7,752.5 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.
On November 19, 2018, we closed our initial public offering (the “IPO”) issuing 7,500,000 shares of our common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.
Our primary focus is capitalizing on opportunities within our Senior Direct Lending strategy, which seeks to provide risk-adjusted returns and current income to our stockholders by investing primarily in middle-market companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). However, we may, from time to time, invest in larger or smaller companies. We generally seek to retain effective voting control in respect of the loans or particular classes of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We focus on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. We may also invest in mezzanine debt and other junior securities, including common and preferred equity, on an opportunistic basis, and in secondary purchases of assets or portfolios but such investments are not the principal focus of our investment strategy. In addition, we may invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations.
Investments
Our level of investment activity may vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.
As a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
111
As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.
Revenues
We primarily generate revenue in the form of interest income on debt investments and distributions on equity investments and, to a lesser extent, capital gains, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts into or against income over the life of the loan. We record contractual prepayment premiums on loans and debt securities as interest income.
Our debt investment portfolio consists of primarily floating rate loans. As of June 30, 2024 and December 31, 2023, 92.9% and 93.8%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.
Expenses
Our primary operating expenses include the payment of fees to our Advisor under the Amended Advisory Agreement, our allocable portion of overhead expenses under the administration agreement (the “Administration Agreement”) and other operating costs, including those described below. The Base Management Fee and Incentive Fee compensate our Advisor for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
112
To the extent that expenses to be borne by us are paid by BCSF Advisors, we will generally reimburse BCSF Advisors for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board. We incurred expenses related to the Administrator of $0.7 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. We incurred expenses related to the Administrator of $1.1 million and $0.4 million for the six months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.1 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.2 million and $0.3 million for the six months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. BCSF Advisors will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.
Leverage
We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of June 30, 2024, the Company’s asset coverage was 196.8%.
113
Investment Decision Process
The Advisor’s investment process can be broken into five processes: (1) Sourcing and Idea Generation, (2) Investment Diligence & Recommendation, (3) Credit Committee Approval, (4) Portfolio Construction and (5) Portfolio & Risk Management.
Sourcing and Idea Generation
The investment decision-making process begins with sourcing ideas. Bain Capital Credit’s Private Credit Group interacts with a broad and deep set of global sourcing contacts, enabling the group to generate a large set of middle-market investment opportunities. Further enhancing the sourcing capability of the core Private Credit Group are Bain Capital Credit’s industry groups, Trading Desk, and the Bain Capital Special Situations team. The team has extensive contacts with private equity firms. Relationships with banks, a variety of advisors and intermediaries and a handful of unique independent sponsors compose the remainder of the relationships. Through these sourcing efforts the Private Credit Group has built a sustainable deal funnel, which has generated hundreds of opportunities to review annually.
Investment Diligence & Recommendation
Our Advisor utilizes Bain Capital Credit’s bottom-up approach to investing, and it starts with the due diligence. The Private Credit Group works with the close support of Bain Capital Credit’s industry groups on performing due diligence. This process typically begins with a detailed review of the offering memorandum as well as Bain Capital Credit’s own independent diligence efforts, including in-house materials and expertise, third-party independent research and interviews, and hands-on field checks where appropriate. For deals that progress beyond an initial stage, the team will schedule one or more meetings with company management, facilities visits and also meetings with the sponsor in order to ask more detailed questions and to better understand the sponsor’s view of the business and plans for it going forward. The team’s diligence work is summarized in investment memorandums and accompanying credit packs. Work product also includes full models and covenant analysis. The approval process itself is iterative, involving multiple levels of discussion and approval.
Credit Committee Approval
Given Bain Capital Credit’s broad and diverse range of investment strategies, we tailor our investment decision-making process by strategy to provide a robust and comprehensive discussion of both individual investments and the applicable portfolio(s) under consideration. We believe that this flexible approach provides a rigorous investment decision-making process that allows us to be nimble across a variety of market environments while still maintaining high credit underwriting standards.
Our investments require approval from at least the Private Credit Investment Committee, which includes three Partners in the Private Credit Group as standing members: Michael Ewald, Mike Boyle, and Carolyn Hastings. Ad hoc members may also be included in the Private Credit Investment Committee for certain types of investments.
Portfolio Construction
Portfolio construction is largely the responsibility of the portfolio managers. The portfolio managers will construct the portfolio using a set of approved investments. While the decision to buy generally requires approval from at least the Private Credit Investment Committee, the decision to sell securities is at the sole discretion of the portfolio managers. For middle-market holdings, the path to exit an investment is discussed at credit committee meetings, including restructurings, acquisitions and sale to strategic buyers. Since most middle-market investments are illiquid, exits are driven primarily by a sale of the portfolio company or a refinancing of the portfolio company’s debt.
Portfolio & Risk Management
Our Advisor utilizes Bain Capital Credit’s Private Credit Group for the daily monitoring of its respective credits after an investment has been made. Our Advisor believes that the ongoing monitoring of financial performance and market developments of portfolio investments is critical to successful investment management. Accordingly, our Advisor is actively involved in an on-going portfolio review process and attends board meetings. To the extent a portfolio investment is not meeting our Advisor’s expectations, our Advisor takes corrective action when it deems appropriate, which may include raising interest rates, gaining a more influential role on its board, taking warrants and, where appropriate, restructuring the balance sheet to take control of the company. Our Advisor will utilize the Bain Capital Credit Risk and Oversight Committee. The Risk and Oversight Committee is responsible for monitoring and reviewing risk management, including portfolio risk, counterparty risk and firm-wide risk issues. In addition to the methods noted above, there are a number of proprietary methods and tools used through all levels of Bain Capital Credit to manage portfolio risk.
114
Portfolio and Investment Activity
During the three months ended June 30, 2024, we invested $306.7 million, including PIK, in 77 portfolio companies, and had $473.7 million in aggregate amount of principal repayments and sales, resulting in a net decrease in investments of $167.0 million for the period. Of the $306.7 million invested during the three months ended June 30, 2024, $51.2 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
During the three months ended June 30, 2023, we invested $204.4 million, including PIK, in 60 portfolio companies, and had $227.9 million in aggregate amount of principal repayments and sales, resulting in a net decrease in investments of $23.5 million for the period. Of the $204.4 million invested during the three months ended June 30, 2023, $35.4 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
During the six months ended June 30, 2024, we invested $709.8 million, including PIK, in 111 portfolio companies, and had $769.7 million in aggregate amount of principal repayments and sales, resulting in a net decrease in investments of $59.9 million for the period. Of the $709.8 million invested during the six months ended June 30, 2024, $100.8 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
During the six months ended June 30, 2023, we invested $516.6 million, including PIK, in 85 portfolio companies, and had $513.4 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $3.2 million for the period. Of the $516.6 million invested during the six months ended June 30, 2023, $112.9 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
The following table shows the composition of the investment portfolio and associated yield data as of June 30, 2024 (dollars in thousands):
|
|
As of June 30, 2024 |
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yield (1) |
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at |
|
|
||||||||||
|
|
|
|
|
Percentage of |
|
|
|
|
|
|
|
Percentage of |
|
|
Amortized |
|
|
|
Market |
|
|
|||||||
|
|
Amortized Cost |
|
|
Total Portfolio |
|
|
|
Fair Value |
|
|
Total Portfolio |
|
|
Cost |
|
|
|
Value |
|
|
||||||||
First Lien Senior Secured Loans |
|
$ |
|
1,421,494 |
|
|
|
63.4 |
|
% |
|
$ |
|
1,411,394 |
|
|
|
63.0 |
|
% |
|
12.3 |
|
% |
|
|
12.2 |
|
% |
Second Lien Senior Secured Loans |
|
|
|
61,192 |
|
|
|
2.7 |
|
|
|
|
|
59,500 |
|
|
|
2.7 |
|
|
|
14.7 |
|
|
|
|
14.9 |
|
|
Subordinated Debt |
|
|
|
46,745 |
|
|
|
2.1 |
|
|
|
|
|
46,690 |
|
|
|
2.1 |
|
|
|
13.9 |
|
|
|
|
13.8 |
|
|
Preferred Equity |
|
|
|
103,760 |
|
|
|
4.6 |
|
|
|
|
|
122,971 |
|
|
|
5.5 |
|
|
|
14.0 |
|
|
|
|
13.7 |
|
|
Equity Interests |
|
|
|
206,439 |
|
|
|
9.2 |
|
|
|
|
|
206,186 |
|
|
|
9.2 |
|
|
|
16.5 |
|
|
|
|
16.9 |
|
|
Warrants |
|
|
|
480 |
|
|
|
0.0 |
|
|
|
|
|
— |
|
|
|
0.0 |
|
|
N/A |
|
|
|
N/A |
|
|
||
Subordinated Notes in Investment Vehicles (2) |
|
|
|
337,224 |
|
|
|
15.0 |
|
|
|
|
|
337,224 |
|
|
|
15.1 |
|
|
|
11.9 |
|
|
|
|
11.9 |
|
|
Preferred Equity Interests in Investment Vehicles (2) |
|
|
|
10 |
|
|
|
0.0 |
|
|
|
|
|
(1,598 |
) |
|
|
(0.1 |
) |
|
N/A |
|
|
|
N/A |
|
|
||
Equity Interests in Investment Vehicles (2) |
|
|
|
66,209 |
|
|
|
3.0 |
|
|
|
|
|
55,124 |
|
|
|
2.5 |
|
|
|
28.8 |
|
|
|
|
33.4 |
|
|
Total |
|
$ |
|
2,243,553 |
|
|
|
100.0 |
|
% |
|
$ |
|
2,237,491 |
|
|
|
100.0 |
|
% |
|
13.1 |
|
% |
|
|
13.2 |
|
% |
115
The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2023 (dollars in thousands):
|
|
As of December 31, 2023 |
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yield (1) |
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at |
|
|
||||||||||
|
|
|
|
|
|
Percentage of |
|
|
|
|
|
|
|
Percentage of |
|
|
Amortized |
|
|
|
Market |
|
|
||||||
|
|
Amortized Cost |
|
|
Total Portfolio |
|
|
|
Fair Value |
|
|
Total Portfolio |
|
|
Cost |
|
|
|
Value |
|
|
||||||||
First Lien Senior Secured Loans |
|
$ |
|
1,495,237 |
|
|
|
65.0 |
|
% |
|
$ |
|
1,464,423 |
|
|
|
63.8 |
|
% |
|
12.2 |
|
% |
|
|
12.4 |
|
% |
Second Lien Senior Secured Loans |
|
|
|
69,749 |
|
|
|
3.0 |
|
|
|
|
|
68,439 |
|
|
|
3.0 |
|
|
|
14.6 |
|
|
|
|
14.9 |
|
|
Subordinated Debt |
|
|
|
45,400 |
|
|
|
2.0 |
|
|
|
|
|
45,877 |
|
|
|
2.0 |
|
|
|
13.8 |
|
|
|
|
13.6 |
|
|
Structured Products |
|
|
|
24,050 |
|
|
|
1.0 |
|
|
|
|
|
22,618 |
|
|
|
1.0 |
|
|
|
17.2 |
|
|
|
|
18.3 |
|
|
Preferred Equity |
|
|
|
86,766 |
|
|
|
3.8 |
|
|
|
|
|
104,428 |
|
|
|
4.5 |
|
|
|
10.0 |
|
|
|
|
7.8 |
|
|
Equity Interests |
|
|
|
207,209 |
|
|
|
9.0 |
|
|
|
|
|
221,355 |
|
|
|
9.6 |
|
|
|
14.2 |
|
|
|
|
14.3 |
|
|
Warrants |
|
|
|
480 |
|
|
|
0.0 |
|
|
|
|
|
511 |
|
|
|
0.0 |
|
|
N/A |
|
|
|
N/A |
|
|
||
Subordinated Notes in Investment Vehicles (2) |
|
|
|
306,724 |
|
|
|
13.3 |
|
|
|
|
|
306,724 |
|
|
|
13.3 |
|
|
|
12.2 |
|
|
|
|
12.2 |
|
|
Preferred Equity Interests in Investment Vehicles (2) |
|
|
|
10 |
|
|
|
0.0 |
|
|
|
|
|
(1,793 |
) |
|
|
(0.1 |
) |
|
N/A |
|
|
|
N/A |
|
|
||
Equity Interests in Investment Vehicles (2) |
|
|
|
66,209 |
|
|
|
2.9 |
|
|
|
|
|
65,761 |
|
|
|
2.9 |
|
|
|
27.2 |
|
|
|
|
27.4 |
|
|
Total |
|
$ |
|
2,301,834 |
|
|
|
100.0 |
|
% |
|
$ |
|
2,298,343 |
|
|
|
100.0 |
|
% |
|
13.0 |
|
% |
|
|
13.1 |
|
% |
The following table presents certain selected information regarding our investment portfolio as of June 30, 2024:
|
|
As of |
|
|
|
|
|
June 30, 2024 |
|
|
|
Number of portfolio companies |
|
|
154 |
|
|
Percentage of debt bearing a floating rate (1) |
|
|
92.9 |
|
% |
Percentage of debt bearing a fixed rate (1) |
|
|
7.1 |
|
% |
The following table presents certain selected information regarding our investment portfolio as of December 31, 2023:
|
|
As of |
|
|
|
|
|
December 31, 2023 |
|
|
|
Number of portfolio companies |
|
|
137 |
|
|
Percentage of debt bearing a floating rate (1) |
|
|
93.8 |
|
% |
Percentage of debt bearing a fixed rate (1) |
|
|
6.2 |
|
% |
The following table shows the amortized cost and fair value of our performing and non-accrual investments as of June 30, 2024 (dollars in thousands):
|
|
As of June 30, 2024 |
|
|
|||||||||||||
|
|
|
Amortized Cost |
|
Percentage at |
|
|
|
Fair Value |
|
Percentage at |
|
|
||||
Performing |
|
$ |
|
2,217,485 |
|
|
98.8 |
|
% |
$ |
|
2,215,468 |
|
|
99.0 |
|
% |
Non-accrual |
|
|
|
26,068 |
|
|
1.2 |
|
|
|
|
22,023 |
|
|
1.0 |
|
|
Total |
|
$ |
|
2,243,553 |
|
|
100.0 |
|
% |
$ |
|
2,237,491 |
|
|
100.0 |
|
% |
116
The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2023 (dollars in thousands):
|
|
As of December 31, 2023 |
|
|
|||||||||||||
|
|
|
|
|
Percentage at |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Amortized |
|
|
|
|
|
Percentage at |
|
|
||||
|
|
Amortized Cost |
|
Cost |
|
|
Fair Value |
|
Fair Value |
|
|
||||||
Performing |
|
$ |
|
2,258,601 |
|
|
98.1 |
|
% |
$ |
|
2,271,055 |
|
|
98.8 |
|
% |
Non-accrual |
|
|
|
43,233 |
|
|
1.9 |
|
|
|
|
27,288 |
|
|
1.2 |
|
|
Total |
|
$ |
|
2,301,834 |
|
|
100.0 |
|
% |
$ |
|
2,298,343 |
|
|
100.0 |
|
% |
Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2024, there were five loans from three issuers placed on non-accrual in the Company’s portfolio. As of December 31, 2023, there were five loans from three issuers placed on non-accrual in the Company’s portfolio.
The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of June 30, 2024 (dollars in thousands):
|
|
As of June 30, 2024 |
|
|
|||||||||||||
|
|
|
Amortized |
|
Percentage |
|
|
|
Fair |
|
Percentage |
|
|
||||
First Lien Senior Secured Loan |
|
$ |
|
1,421,494 |
|
|
60.7 |
|
% |
$ |
|
1,411,394 |
|
|
60.5 |
|
% |
Second Lien Senior Secured Loan |
|
|
|
61,192 |
|
|
2.6 |
|
|
|
|
59,500 |
|
|
2.5 |
|
|
Subordinated Debt |
|
|
|
46,745 |
|
|
2.0 |
|
|
|
|
46,690 |
|
|
2.0 |
|
|
Preferred Equity |
|
|
|
103,760 |
|
|
4.4 |
|
|
|
|
122,971 |
|
|
5.3 |
|
|
Equity Interest |
|
|
|
206,439 |
|
|
8.8 |
|
|
|
|
206,186 |
|
|
8.8 |
|
|
Warrants |
|
|
|
480 |
|
|
0.0 |
|
|
|
|
— |
|
|
0.0 |
|
|
Subordinated Notes in Investment Vehicles (1) |
|
|
|
337,224 |
|
|
14.4 |
|
|
|
|
337,224 |
|
|
14.4 |
|
|
Preferred Equity Interest Investment Vehicles (1) |
|
|
|
10 |
|
|
0.0 |
|
|
|
|
(1,598 |
) |
|
(0.1 |
) |
|
Equity Interest in Investment Vehicles (1) |
|
|
|
66,209 |
|
|
2.8 |
|
|
|
|
55,124 |
|
|
2.4 |
|
|
Cash and cash equivalents |
|
|
|
18,417 |
|
|
0.8 |
|
|
|
|
18,417 |
|
|
0.8 |
|
|
Foreign cash |
|
|
|
13,141 |
|
|
0.6 |
|
|
|
|
12,716 |
|
|
0.5 |
|
|
Restricted cash and cash equivalents |
|
|
|
66,993 |
|
|
2.9 |
|
|
|
|
66,993 |
|
|
2.9 |
|
|
Total |
|
$ |
|
2,342,104 |
|
|
100.0 |
|
% |
$ |
|
2,335,617 |
|
|
100.0 |
|
% |
117
The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2023 (dollars in thousands):
|
|
As of December 31, 2023 |
|
|
||||||||||||||||
|
|
Amortized |
|
|
Percentage |
|
|
|
Fair |
|
|
Percentage |
|
|
||||||
First Lien Senior Secured Loans |
|
$ |
|
1,495,237 |
|
|
|
61.9 |
|
% |
|
$ |
|
1,464,423 |
|
|
|
60.9 |
|
% |
Second Lien Senior Secured Loans |
|
|
|
69,749 |
|
|
|
2.9 |
|
|
|
|
|
68,439 |
|
|
|
2.8 |
|
|
Subordinated Debt |
|
|
|
45,400 |
|
|
|
1.9 |
|
|
|
|
|
45,877 |
|
|
|
1.9 |
|
|
Structured Products |
|
|
|
24,050 |
|
|
|
1.0 |
|
|
|
|
|
22,618 |
|
|
|
0.9 |
|
|
Preferred Equity |
|
|
|
86,766 |
|
|
|
3.6 |
|
|
|
|
|
104,428 |
|
|
|
4.3 |
|
|
Equity Interests |
|
|
|
207,209 |
|
|
|
8.6 |
|
|
|
|
|
221,355 |
|
|
|
9.2 |
|
|
Warrants |
|
|
|
480 |
|
|
|
0.0 |
|
|
|
|
|
511 |
|
|
|
0.0 |
|
|
Subordinated Notes in Investment Vehicles (1) |
|
|
|
306,724 |
|
|
|
12.7 |
|
|
|
|
|
306,724 |
|
|
|
12.7 |
|
|
Preferred Equity Interests in Investment Vehicles (1) |
|
|
|
10 |
|
|
|
0.0 |
|
|
|
|
|
(1,793 |
) |
|
|
(0.1 |
) |
|
Equity Interests in Investment Vehicles (1) |
|
|
|
66,209 |
|
|
|
2.7 |
|
|
|
|
|
65,761 |
|
|
|
2.7 |
|
|
Cash and cash equivalents |
|
|
|
42,995 |
|
|
|
1.8 |
|
|
|
|
|
42,995 |
|
|
|
1.8 |
|
|
Foreign cash |
|
|
|
6,865 |
|
|
|
0.3 |
|
|
|
|
|
6,405 |
|
|
|
0.3 |
|
|
Restricted cash and cash equivalents |
|
|
|
63,084 |
|
|
|
2.6 |
|
|
|
|
|
63,084 |
|
|
|
2.6 |
|
|
Total |
|
$ |
|
2,414,778 |
|
|
|
100.0 |
|
% |
|
$ |
|
2,410,827 |
|
|
|
100.0 |
|
% |
Our Advisor monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
Our Advisor rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3 or 4, our Advisor enhances its level of scrutiny over the monitoring of such portfolio company. Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
118
The following table shows the composition of our portfolio on the 1 to 4 rating scale as of June 30, 2024 (dollars in thousands):
The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2023 (dollars in thousands):
|
|
As of December 31, 2023 |
|
|
|||||||||||||
|
|
|
|
Percentage of |
|
|
|
Number of |
|
Percentage of |
|
|
|||||
Investment Performance Rating |
|
Fair Value |
|
Total |
|
|
|
Companies(1) |
|
Total |
|
|
|||||
1 |
|
$ |
|
2,465 |
|
|
0.1 |
|
% |
|
|
2 |
|
|
1.5 |
|
% |
2 |
|
|
|
2,186,211 |
|
|
95.1 |
|
|
|
|
125 |
|
|
91.2 |
|
|
3 |
|
|
|
80,530 |
|
|
3.5 |
|
|
|
|
7 |
|
|
5.1 |
|
|
4 |
|
|
|
29,137 |
|
|
1.3 |
|
|
|
|
3 |
|
|
2.2 |
|
|
Total |
|
$ |
|
2,298,343 |
|
|
100.0 |
|
% |
|
|
137 |
|
|
100.0 |
|
% |
Results of Operations
Our operating results for the three months ended June 30, 2024 and 2023 were as follows (dollars in thousands):
|
|
For the Three Months Ended |
|
|||||||
|
|
June 30, |
|
|||||||
|
|
2024 |
|
|
2023 |
|
||||
Total investment income |
|
$ |
|
72,271 |
|
|
$ |
|
75,715 |
|
Total expenses, net of fee waivers |
|
|
|
38,004 |
|
|
|
|
35,706 |
|
Net investment income before taxes |
|
|
|
34,267 |
|
|
|
|
40,009 |
|
Less: Income taxes, including excise tax |
|
|
|
1,150 |
|
|
|
|
1,097 |
|
Net investment income |
|
|
|
33,117 |
|
|
|
|
38,912 |
|
Net realized loss |
|
|
|
(5,617 |
) |
|
|
|
(550 |
) |
Net change in unrealized appreciation |
|
|
|
1,590 |
|
|
|
|
(9,191 |
) |
Net increase in net assets resulting from operations |
|
$ |
|
29,090 |
|
|
$ |
|
29,171 |
|
119
Our operating results for the six months ended June 30, 2024 and 2023 were as follows (dollars in thousands):
|
|
For the Six Months Ended |
|
|||||||
|
|
|
June 30, |
|
||||||
|
|
2024 |
|
|
2023 |
|
||||
Total investment income |
|
$ |
|
146,770 |
|
|
$ |
|
150,452 |
|
Total expenses, net of fee waivers |
|
|
|
77,528 |
|
|
|
|
77,690 |
|
Net investment income before taxes |
|
|
|
69,242 |
|
|
|
|
72,762 |
|
Less: Income taxes, including excise tax |
|
|
|
2,175 |
|
|
|
|
1,692 |
|
Net investment income |
|
|
|
67,067 |
|
|
|
|
71,070 |
|
Net realized loss |
|
|
|
(1,684 |
) |
|
|
|
(17,799 |
) |
Net change in unrealized appreciation |
|
|
|
(1,198 |
) |
|
|
|
5,185 |
|
Net increase in net assets resulting from operations |
|
$ |
|
64,185 |
|
|
$ |
|
58,456 |
|
Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including additional financing, new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Due to these factors, comparisons may not be meaningful.
Investment Income
The composition of our investment income for the three months ended June 30, 2024 and 2023 was as follows (dollars in thousands):
|
|
For the Three Months Ended |
|
|||||||
|
|
June 30, |
|
|||||||
|
|
2024 |
|
|
2023 |
|
||||
Interest income |
|
$ |
|
55,106 |
|
|
$ |
|
58,188 |
|
Dividend income |
|
|
|
8,238 |
|
|
|
|
8,728 |
|
PIK income |
|
|
|
5,786 |
|
|
|
|
6,877 |
|
Other income |
|
|
|
3,141 |
|
|
|
|
1,922 |
|
Total investment income |
|
$ |
|
72,271 |
|
|
$ |
|
75,715 |
|
Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $55.1 million for the three months ended June 30, 2024 from $58.2 million for the three months ended June 30, 2023, primarily due to a decrease in the investment portfolio. Dividend income decreased to $8.2 million for the three months ended June 30, 2024 from $8.7 million for the three months ended June 30, 2023, primarily due to a decrease in dividend income from the 2018-1 Issuer interests which were sold to SLP in the first quarter. Other income increased to approximately $3.1 million for the three months ended June 30, 2024 from $1.9 million for the three months ended June 30, 2023, primarily due to an increase in structuring, arrangement and amendment fees earned on certain investments.
The composition of our investment income for the six months ended June 30, 2024 and 2023 was as follows (dollars in thousands):
|
|
For the Six Months Ended |
|
|||||||
|
|
|
June 30, |
|
||||||
|
|
2024 |
|
|
2023 |
|
||||
Interest income |
|
$ |
|
110,701 |
|
|
$ |
|
115,050 |
|
Dividend income |
|
|
|
16,505 |
|
|
|
|
17,121 |
|
PIK income |
|
|
|
11,168 |
|
|
|
|
11,111 |
|
Other income |
|
|
|
8,396 |
|
|
|
|
7,170 |
|
Total investment income |
|
$ |
|
146,770 |
|
|
$ |
|
150,452 |
|
Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $110.7 million for the six months ended June 30, 2024 from $115.1 million for the six months ended June 30, 2023, primarily due to a decrease in the investment portfolio. Dividend income decreased to $16.5 million for the six months ended June 30, 2024 from $17.1 million for the six months ended June 30, 2023, primarily due to a decrease in dividend income from the 2018-1 Issuer interests which were sold to SLP during the first quarter of 2024. Other income increased to approximately $8.4 million for the six months ended June 30, 2024 from $7.2 million for the six months ended June 30, 2023, primarily due to an increase in amendment, closing and prepayment fees earned on certain investments. As of June 30, 2024, the weighted average yield of our investment portfolio increased to 13.1% from 12.8% as of June 30, 2023, at amortized cost.
120
Operating Expenses
The composition of our operating expenses for the three months ended June 30, 2024 and 2023 were as follows (dollars in thousands):
|
|
For the Three Months Ended |
|
|||||||
|
|
June 30, |
|
|||||||
|
|
2024 |
|
|
2023 |
|
||||
Interest and debt financing expenses |
|
$ |
|
17,631 |
|
|
$ |
|
20,459 |
|
Base management fee |
|
|
|
8,769 |
|
|
|
|
9,116 |
|
Incentive fee |
|
|
|
7,924 |
|
|
|
|
4,008 |
|
Professional fees |
|
|
|
1,029 |
|
|
|
|
451 |
|
Directors fees |
|
|
|
174 |
|
|
|
|
179 |
|
Other general and administrative expenses |
|
|
|
2,477 |
|
|
|
|
1,493 |
|
Total expenses, net of fee waivers |
|
$ |
|
38,004 |
|
|
$ |
|
35,706 |
|
The composition of our operating expenses for the six months ended June 30, 2024 and 2023 were as follows (dollars in thousands):
|
|
For the Six Months Ended |
|
|||||||
|
|
|
June 30, |
|
||||||
|
|
2024 |
|
|
2023 |
|
||||
Interest and debt financing expenses |
|
$ |
|
35,687 |
|
|
$ |
|
40,009 |
|
Base management fee |
|
|
|
17,587 |
|
|
|
|
18,026 |
|
Incentive fee |
|
|
|
17,156 |
|
|
|
|
15,118 |
|
Professional fees |
|
|
|
1,830 |
|
|
|
|
1,032 |
|
Directors fees |
|
|
|
348 |
|
|
|
|
353 |
|
Other general and administrative expenses |
|
|
|
4,920 |
|
|
|
|
3,152 |
|
Total expenses, net of fee waivers |
|
$ |
|
77,528 |
|
|
$ |
|
77,690 |
|
Interest and Debt Financing Expenses
Interest and debt financing expenses on our borrowings totaled approximately $17.6 million and $20.5 million for the three months ended June 30, 2024 and 2023, respectively. Interest and debt financing expense for the three months ended June 30, 2024 as compared to June 30, 2023 decreased primarily due to decreased usage of our Sumitomo Credit Facility. Interest and debt financing expenses on our borrowings totaled approximately $35.7 million and $40.0 million for the six months ended June 30, 2024 and 2023, respectively. Interest and debt financing expense for the six months ended June 30, 2024 as compared to June 30, 2023 decreased primarily due to decreased usage of our Sumitomo Credit Facility. The weighted average principal debt balance outstanding for the three months ended June 30, 2024 was $1.2 billion compared to $1.5 billion for the three months ended June 30, 2023. The weighted average principal debt balance outstanding for the six months ended June 30, 2024 was $1.3 billion compared to $1.5 billion for the six months ended June 30, 2023.
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2024 and year ended December 31, 2023 were 5.1% and 5.2%, respectively.
Management Fee
Management fee (net of waivers) decreased to $8.8 million for the three months ended June 30, 2024 from $9.1 million for the three months ended June 30, 2023. Management fee (gross of waivers) decreased to $8.8 million for the three months ended June 30, 2024 from $9.1 million for the three months ended June 30, 2023, primarily due to a decrease in total assets throughout the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Management fee waived for the three months ended June 30, 2024 and 2023 were $0.0 million and $0.0 million, respectively.
Management fee (net of waivers) decreased to $17.6 million for the six months ended June 30, 2024 from $18.0 million for the six months ended June 30, 2023. Management fee (gross of waivers) decreased to $17.6 million for the six months ended June 30, 2024 from $18.0 million for the six months ended June 30, 2023, primarily due to a decrease in total assets throughout the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Management fee waived for the six months ended June 30, 2024 and 2023 were $0.0 million and $0.0 million, respectively.
121
Incentive Fee
Incentive fee (net of waivers) increased to $7.9 million for the three months ended June 30, 2024 from $4.0 million for the three months ended June 30, 2023 primarily due to an increase in pre-incentive fee net investment income. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the three months ended June 30, 2024 and $0.0 million for the three months ended June 30, 2023. For the three months ended June 30, 2024 there were no incentive fees related to the GAAP Incentive Fee. Incentive fee (net of waivers) increased to $17.2 million for the six months ended June 30, 2024 from $15.1 million for the six months ended June 30, 2023 primarily due to an increase in pre-incentive fee net investment income. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the six months ended June 30, 2024 and $0.0 million for the six months ended June 30, 2023. For the six months ended June 30, 2024 there were no incentive fees related to the GAAP Incentive Fee.
Professional Fees and Other General and Administrative Expenses
Professional fees and other general and administrative expenses increased to $3.5 million for the three months ended June 30, 2024 from $1.9 million for the three months ended June 30, 2023, primarily due to an increase in costs associated with servicing our investment portfolio.
Professional fees and other general and administrative expenses increased to $6.8 million for the six months ended June 30, 2024 from $4.2 million for the six months ended June 30, 2023, primarily due to an increase in costs associated with servicing our investment portfolio.
Net Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for the three months ended June 30, 2024 and 2023 (dollars in thousands):
|
|
For the Three Months Ended June 30, |
|
|||||||
|
|
|
2024 |
|
|
|
2023 |
|
||
Net realized gain on investments |
|
$ |
|
2,528 |
|
|
$ |
|
1,141 |
|
Net realized loss on investments |
|
|
|
(7,868 |
) |
|
|
|
(1,370 |
) |
Net realized gain on foreign currency transactions |
|
|
|
35 |
|
|
|
|
— |
|
Net realized loss on foreign currency transactions |
|
|
|
(481 |
) |
|
|
|
(321 |
) |
Net realized gain on forward currency exchange contracts |
|
|
|
169 |
|
|
|
|
— |
|
Net realized loss on forward currency exchange contracts |
|
|
|
— |
|
|
|
|
— |
|
Net realized loss |
|
$ |
|
(5,617 |
) |
|
$ |
|
(550 |
) |
|
|
|
|
|
|
|
|
|
||
Change in unrealized appreciation on investments |
|
$ |
|
27,935 |
|
|
$ |
|
23,545 |
|
Change in unrealized depreciation on investments |
|
|
|
(26,685 |
) |
|
|
|
(31,387 |
) |
Net change in unrealized appreciation on investments |
|
|
|
1,250 |
|
|
|
|
(7,842 |
) |
Unrealized appreciation on foreign currency translation |
|
|
|
177 |
|
|
|
|
127 |
|
Unrealized appreciation on forward currency exchange contracts |
|
|
|
163 |
|
|
|
|
(1,476 |
) |
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts |
|
|
|
340 |
|
|
|
|
(1,349 |
) |
Net change in unrealized appreciation |
|
$ |
|
1,590 |
|
|
$ |
|
(9,191 |
) |
122
For the three months ended June 30, 2024 and 2023, we had net realized (losses) on investments of ($5.3) million and ($0.2) million, respectively, which was primarily driven by full or partial sales or paydowns of our investments. For the three months ended June 30, 2024 and 2023, we had net realized (losses) on foreign currency transactions of ($0.4) million and ($0.3) million, respectively. For the three months ended June 30, 2024 and 2023, we had realized gains on forward currency contracts of $0.2 million and $0.0 million, respectively, primarily as a result of settling GBP and EUR forward contracts.
For the three months ended June 30, 2024, we had $27.9 million in unrealized appreciation on 67 portfolio company investments, which was offset by $26.7 million in unrealized depreciation on 92 portfolio company investments. Unrealized appreciation for the three months ended June 30, 2024 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation for the three months ended June 30, 2024 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments.
For the three months ended June 30, 2023 we had $23.5 million in unrealized appreciation on 58 portfolio company investments, which was offset by $31.4 million in unrealized depreciation on 83 portfolio company investments. Unrealized appreciation for the three months ended June 30, 2023 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation for the three months ended June 30, 2023 resulted from a decrease in fair value, primarily due to negative adjustments and widening of credit spread.
For the three months ended June 30, 2024 and 2023, we had unrealized appreciation on forward currency exchange contracts of $0.2 million and ($1.5) million, respectively. For the three months ended June 30, 2024, unrealized appreciation on forward currency exchange contracts was primarily due to EUR forward contracts.
The following table summarizes our net realized and unrealized gains (losses) for the six months ended June 30, 2024 and 2023 (dollars in thousands):
|
|
For the Six Months Ended June 30, |
|
|||||||
|
|
|
2024 |
|
|
|
2023 |
|
||
Net realized gain on investments |
|
$ |
|
9,738 |
|
|
$ |
|
2,043 |
|
Net realized loss on investments |
|
|
|
(12,895 |
) |
|
|
|
(12,923 |
) |
Net realized gain on foreign currency transactions |
|
|
|
209 |
|
|
|
|
— |
|
Net realized loss on foreign currency transactions |
|
|
|
(632 |
) |
|
|
|
(4,534 |
) |
Net realized gain on forward currency exchange contracts |
|
|
|
1,949 |
|
|
|
|
119 |
|
Net realized loss on forward currency exchange contracts |
|
|
|
(53 |
) |
|
|
|
(2,504 |
) |
Net realized loss |
|
$ |
|
(1,684 |
) |
|
$ |
|
(17,799 |
) |
|
|
|
|
|
|
|
|
|
||
Change in unrealized appreciation on investments |
|
$ |
|
43,336 |
|
|
$ |
|
47,317 |
|
Change in unrealized depreciation on investments |
|
|
|
(45,907 |
) |
|
|
|
(44,711 |
) |
Net change in unrealized appreciation on investments |
|
|
|
(2,571 |
) |
|
|
|
2,606 |
|
Unrealized appreciation on foreign currency translation |
|
|
|
(31 |
) |
|
|
|
3,894 |
|
Unrealized appreciation on forward currency exchange contracts |
|
|
|
1,404 |
|
|
|
|
(1,315 |
) |
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts |
|
|
|
1,373 |
|
|
|
|
2,579 |
|
Net change in unrealized appreciation |
|
$ |
|
(1,198 |
) |
|
$ |
|
5,185 |
|
For the six months ended June 30, 2024 and 2023, we had net realized (losses) on investments of ($3.2) million and ($10.9) million, respectively, which was primarily driven by full or partial sales or paydowns of our investments. For the six months ended June 30, 2024 and 2023, we had net realized (losses) on foreign currency transactions of ($0.4) million and ($4.5) million, respectively. For the six months ended June 30, 2024 and 2023, we had net realized gains (losses) on forward currency contracts of $1.9 million and ($2.4) million, respectively, primarily as a result of settling EUR, AUD, NOK and CAD forward contracts.
For the six months ended June 30, 2024, we had $43.3 million in unrealized appreciation on 74 portfolio company investments, which was offset by $45.9 million in unrealized depreciation on 85 portfolio company investments. Unrealized appreciation for the six months ended June 30, 2024 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation for the six months ended June 30, 2024 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments.
For the six months ended June 30, 2023, we had $47.3 million in unrealized appreciation on 77 portfolio company investments, which was offset by $44.7 million in unrealized depreciation on 68 portfolio company investments. Unrealized appreciation for the six
123
months ended June 30, 2023 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation for the six months ended June 30, 2023 resulted from a decrease in fair value, primarily due to negative valuation adjustments and widening of credit spread.
For the six months ended June 30, 2024 and 2023, we had unrealized appreciation on forward currency exchange contracts of $1.4 million and ($1.3) million, respectively. For the six months ended June 30, 2024, unrealized appreciation on forward currency exchange contracts was primarily due to EUR, GBP, and CAD forward contracts.
The following table summarizes the impact of foreign currency for the three months ended June 30, 2024 and 2023 (dollars in thousands):
|
|
For the Three Months Ended June 30, |
|
|||||||
|
|
|
2024 |
|
|
|
2023 |
|
||
Net change in unrealized appreciation on investments due to foreign currency |
|
$ |
|
543 |
|
|
$ |
|
2,252 |
|
Net realized gain (loss) on investments due to foreign currency |
|
|
|
(330 |
) |
|
|
|
554 |
|
Net change in unrealized appreciation on foreign currency translation |
|
|
|
177 |
|
|
|
|
127 |
|
Net realized loss on foreign currency transactions |
|
|
|
(446 |
) |
|
|
|
(321 |
) |
Net change in unrealized appreciation on forward currency exchange contracts |
|
|
|
163 |
|
|
|
|
(1,476 |
) |
Net realized gain on forward currency exchange contracts |
|
|
|
169 |
|
|
|
|
— |
|
Foreign currency impact to net increase in net assets resulting from operations |
|
$ |
|
276 |
|
|
$ |
|
1,136 |
|
Included in total net losses on the consolidated statements of operations were gains (losses) of ($0.1) million and $2.6 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2024 and 2023, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $0.3 million and ($1.5) million, respectively, included in the above table, the net impact of foreign currency on total net losses on the consolidated statements of operations is $0.3 million and $1.1 million for the three months ended June 30, 2024 and 2023, respectively.
The following table summarizes the impact of foreign currency for the six months ended June 30, 2024 and 2023 (dollars in thousands):
|
|
For the Six Months Ended June 30, |
|
|||||||
|
|
|
2024 |
|
|
|
2023 |
|
||
Net change in unrealized appreciation on investments due to foreign currency |
|
$ |
|
(1,683 |
) |
|
$ |
|
4,416 |
|
Net realized gain (loss) on investments due to foreign currency |
|
|
|
(182 |
) |
|
|
|
895 |
|
Net change in unrealized appreciation on foreign currency translation |
|
|
|
(31 |
) |
|
|
|
3,894 |
|
Net realized loss on foreign currency transactions |
|
|
|
(423 |
) |
|
|
|
(4,534 |
) |
Net change in unrealized appreciation on forward currency exchange contracts |
|
|
|
1,404 |
|
|
|
|
(1,315 |
) |
Net realized gain (loss) on forward currency exchange contracts |
|
|
|
1,896 |
|
|
|
|
(2,385 |
) |
Foreign currency impact to net increase in net assets resulting from operations |
|
$ |
|
981 |
|
|
$ |
|
971 |
|
Included in total net losses on the consolidated statements of operations were gains (losses) of ($2.3) million and $4.7 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2024 and 2023, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $3.3 million and ($3.7) million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $1.0 million and $1.0 million for the six months ended June 30, 2024 and 2023, respectively.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended June 30, 2024 and 2023, the net increase in net assets resulting from operations was $29.1 million and $29.2 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended June 30, 2024 and 2023, our per share net increase in net assets resulting from operations was $0.45 and $0.45, respectively.
For the six months ended June 30, 2024 and 2023, the net increase in net assets resulting from operations was $64.2 million and $58.5 million, respectively. Based on the weighted average shares of common stock outstanding for the six months ended June 30, 2024 and 2023, our per share net increase in net assets resulting from operations was $1.00 and $0.91, respectively.
124
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities, 2019‑1 Debt, March 2026 Notes, October 2026 Notes, the Sumitomo Credit Facility and cash flows from operations. The primary uses of our cash are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) the cost of operations (including payments to the Advisor under the Investment Advisory and Administration Agreements); (3) debt service, repayment, and other financing costs; and (4) cash distributions to the holders of our common shares.
We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of June 30, 2024 and December 31, 2023, our asset coverage ratio was 196.8% and 189.9%, respectively.
At June 30, 2024 and December 31, 2023, we had $98.1 million and $112.5 million in cash, foreign cash, restricted cash and cash equivalents, respectively.
At June 30, 2024, we had approximately $616.6 million of availability on our Sumitomo Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2023 we had approximately $343.3 million of availability on our Sumitomo Credit Facility subject to existing terms and regulatory requirements.
For the six months ended June 30, 2024, cash, foreign cash, restricted cash, and cash equivalents decreased by $14.4 million. During the six months ended June 30, 2024, we provided $128.7 million in cash for operating activities. The increase in cash provided by operating activities was primarily related to proceeds from principal payments and sales of investments of $747.4 million and a net increase in assets resulting from operations of $64.2 million, which was offset by the purchases of investments of $682.2 million.
During the six months ended June 30, 2024, we used $142.6 million for financing activities, primarily on repayments of our Sumitomo Credit Facility of $380.3 million, distributions paid during the period of $56.2 million, partially offset by borrowings of $297.0 million.
For the six months ended June 30, 2023, cash, foreign cash, restricted cash, and cash equivalents increased by $2.9 million. During the six months ended June 30, 2023, we used $51.7 million in cash for operating activities. The increase in cash used for operating activities was primarily related to the purchases of investments of $539.6 million, which was offset by proceeds from principal payments and sales of investments of $435.5 million and a net increase in assets resulting from operations of $58.5 million.
During the six months ended June 30, 2023, we provided $55.2 million for financing activities, primarily due to borrowings and repayments on our Sumitomo Credit Facility and paying our quarterly dividend to shareholders.
Equity
On November 19, 2018, we closed our IPO issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated net proceeds, after expenses, of $145.4 million. All outstanding capital commitments from the Company’s Private Offering were cancelled as of the completion of the IPO.
During the six months ended June 30, 2024, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan. During the six months ended June 30, 2023, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan.
On May 7, 2019, the Company’s Board authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of June 30, 2024, there have been no repurchases of common stock.
125
Debt
The Company’s outstanding borrowings as of June 30, 2024 and December 31, 2023 were as follows:
|
|
As of June 30, 2024 |
|
|
As of December 31, 2023 |
|
||||||||||||||||||||||||
|
|
|
Total Aggregate |
|
|
|
Principal |
|
|
|
|
|
|
|
Total Aggregate |
|
|
|
Principal |
|
|
|
|
|
||||||
|
|
|
Principal Amount |
|
|
|
Amount |
|
|
|
Carrying |
|
|
|
Principal Amount |
|
|
|
Amount |
|
|
|
Carrying |
|
||||||
|
|
|
Committed |
|
|
|
Outstanding |
|
|
|
Value (1) |
|
|
|
Committed |
|
|
|
Outstanding |
|
|
|
Value (1) |
|
||||||
2019-1 Debt |
|
$ |
|
352,500 |
|
|
$ |
|
352,500 |
|
|
$ |
|
351,293 |
|
|
$ |
|
352,500 |
|
|
$ |
|
352,500 |
|
|
$ |
|
351,229 |
|
March 2026 Notes |
|
|
|
300,000 |
|
|
|
|
300,000 |
|
|
|
|
298,086 |
|
|
|
|
300,000 |
|
|
|
|
300,000 |
|
|
|
|
297,522 |
|
October 2026 Notes |
|
|
|
300,000 |
|
|
|
|
300,000 |
|
|
|
|
296,865 |
|
|
|
|
300,000 |
|
|
|
|
300,000 |
|
|
|
|
296,182 |
|
Sumitomo Credit Facility (2) |
|
|
|
855,000 |
|
|
|
|
227,700 |
|
|
|
|
227,700 |
|
|
|
|
665,000 |
|
|
|
|
311,000 |
|
|
|
|
311,000 |
|
Total Debt |
|
$ |
|
1,807,500 |
|
|
$ |
|
1,180,200 |
|
|
$ |
|
1,173,944 |
|
|
$ |
|
1,617,500 |
|
|
$ |
|
1,263,500 |
|
|
$ |
|
1,255,933 |
|
Distribution Policy
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2024 (dollars in thousands, except per share):
|
|
|
|
|
|
Amount |
|
|
Total |
|
|
||||
Date Declared |
|
Record Date |
|
Payment Date |
|
Per Share |
|
|
Distributions |
|
|
||||
February 27, 2024 |
|
March 28, 2024 |
|
April 30, 2024 |
|
$ |
|
0.42 |
|
|
$ |
|
27,116 |
|
|
February 27, 2024 |
|
March 28, 2024 |
|
April 30, 2024 |
|
$ |
|
0.03 |
|
|
$ |
|
1,937 |
|
(1) |
May 6, 2024 |
|
June 28, 2024 |
|
July 29, 2024 |
|
$ |
|
0.42 |
|
|
$ |
|
27,116 |
|
|
May 6, 2024 |
|
June 28, 2024 |
|
July 29, 2024 |
|
$ |
|
0.03 |
|
|
$ |
|
1,937 |
|
(1) |
Total distributions declared |
|
|
|
|
|
$ |
|
0.90 |
|
|
$ |
|
58,106 |
|
|
(1) Represents a special dividend.
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2023 (dollars in thousands, except per share):
|
|
|
|
|
|
Amount |
|
|
Total |
|
||||
Date Declared |
|
Record Date |
|
Payment Date |
|
Per Share |
|
|
Distributions |
|
||||
February 28, 2023 |
|
March 31, 2023 |
|
April 28, 2023 |
|
$ |
|
0.38 |
|
|
$ |
|
24,534 |
|
May 9, 2023 |
|
June 30, 2023 |
|
July 31, 2023 |
|
$ |
|
0.38 |
|
|
$ |
|
24,534 |
|
Total distributions declared |
|
|
|
|
|
$ |
|
0.76 |
|
|
$ |
|
49,068 |
|
Distributions to common stockholders are recorded on the record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions to our stockholders will be declared out of assets legally available for distribution.
We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a regulated investment company (a “RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax.
126
We intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain all or a portion of our net capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders.
We have adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Prior to the IPO, stockholders who “opted in” to our dividend reinvestment plan had their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Subsequent to the IPO, stockholders who do not “opt out” of our dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Stockholders could elect to “opt in” or “opt out” of our dividend reinvestment plan in their subscription agreements, through the private offering. The elections of stockholders prior to the IPO shall remain effective after the IPO.
The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.
Commitments and 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 fund investments and 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 on the statements of assets and liabilities.
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the Amended Advisory Agreement and the Administration Agreement.
In addition to the aforementioned agreements, we, our Advisor and Bain Capital Credit have been granted exemptive relief from the SEC to permit greater flexibility to negotiate the terms of co-investments if the Board determines that it would be advantageous for us to co-invest with other Bain Capital Credit Clients in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent Bain Capital Credit Clients funds, accounts and investment vehicles managed by Bain Capital Credit may afford us additional investment opportunities and an ability to achieve greater diversification. Accordingly, our exemptive order permits us to invest with Bain Capital Credit Clients in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the 1940 Act. Our exemptive relief permitting co-investment transactions generally applies only if our Independent Directors and Directors who have no financial interest in such transaction review and approve in advance each co-investment transaction. The exemptive relief imposes other conditions with which we must comply to engage in co-investment transactions.
Recent Developments
See “Item 1. Financial Statements - Notes to Consolidated Financial Statements - Note 12. Subsequent Events” for a summary of recent developments.
Significant Accounting Estimates and Critical Accounting Policies
Basis of Presentation
The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s unaudited consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Articles 1, 6, 10 and 12 of Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. We have determined we meet the definition of an investment company and follow the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). Our financial currency is U.S. dollars and these consolidated financial statements have been prepared in that currency.
127
Use of Estimates
The preparation of the consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
Revenue Recognition
We record our investment transactions on a trade date basis. We record realized gains and losses based on the specific identification method. We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. We record any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts received upon prepayment of a loan or debt security as interest income.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for such distributions in the case of private portfolio companies, and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.
Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. We record PIK as interest or dividend income, as applicable. If at any point we believe PIK may not be realized, we place the investment generating PIK on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, as applicable.
Certain structuring fees and amendment fees are recorded as other income when earned. We record administrative agent fees received as other income when the services are rendered.
Valuation of Portfolio Investments
The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Board. The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.
Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board designates the Advisor as Valuation Designee to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value.
With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our 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 differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
128
With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:
In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.
Contractual Obligations
We have entered into the Amended Advisory Agreement with our Advisor (which supersedes the Prior Investment Advisory Agreement dated November 14, 2018 we had previously entered into). Our Advisor has agreed to serve as our investment adviser in accordance with the terms of the Amended Advisory Agreement. Under the Amended Advisory Agreement, we have agreed to pay an annual base management fee as well as an incentive fee based on our investment performance.
On November 28, 2018, our Board, including a majority of our Independent Directors, approved the Amended Advisory Agreement. On February 1, 2019 the Company’s stockholders approved the Amended Advisory Agreement. Pursuant to this Agreement, effective February 1, 2019, the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio of 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%. The Amended Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.
We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. We reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment.
If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Amended Advisory Agreement and Administration Agreement.
The following table shows the contractual maturities of our debt obligations as of June 30, 2024 (dollars in thousands):
|
|
Payments Due by Period |
|
||||||||||||||||||||||
|
|
|
|
|
|
Less than |
|
|
|
|
|
|
|
|
|
|
More than |
|
|||||||
|
|
|
Total |
|
|
|
1 year |
|
|
|
1 — 3 years |
|
|
|
3 — 5 years |
|
|
5 years |
|
||||||
2019-1 Debt |
|
$ |
|
352,500 |
|
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
352,500 |
|
March 2026 Notes |
|
|
|
300,000 |
|
|
|
|
— |
|
|
|
|
300,000 |
|
|
|
|
— |
|
|
|
|
— |
|
October 2026 Notes |
|
|
|
300,000 |
|
|
|
|
— |
|
|
|
|
300,000 |
|
|
|
|
— |
|
|
|
|
— |
|
Sumitomo Credit Facility |
|
|
|
227,700 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
227,700 |
|
|
|
|
— |
|
Total Debt Obligations |
|
$ |
|
1,180,200 |
|
|
$ |
|
— |
|
|
$ |
|
600,000 |
|
|
$ |
|
227,700 |
|
|
$ |
|
352,500 |
|
129
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. We will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. 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 differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. There have been no material quantitative changes in reported market risk exposures in comparison to the information reported in the prior period.
Assuming that the statement of financial condition as of June 30, 2024 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (dollars in thousands):
|
|
|
|
|
|
|
|
Net Increase |
|
|||
|
|
Increase |
|
|
Increase |
|
|
(Decrease) in Net |
|
|||
|
|
(Decrease) in |
|
|
(Decrease) in |
|
|
Investment |
|
|||
Change in Interest Rates |
|
Interest Income |
|
|
Interest Expense |
|
|
Income |
|
|||
Down 100 basis points |
|
$ |
(15,940 |
) |
|
$ |
(5,802 |
) |
|
$ |
(8,364 |
) |
Down 200 basis points |
|
|
(31,881 |
) |
|
|
(11,604 |
) |
|
|
(16,729 |
) |
Down 300 basis points |
|
|
(47,809 |
) |
|
|
(17,406 |
) |
|
|
(25,082 |
) |
Up 100 basis points |
|
|
15,940 |
|
|
|
5,802 |
|
|
|
8,364 |
|
Up 200 basis points |
|
|
31,881 |
|
|
|
11,604 |
|
|
|
16,729 |
|
Up 300 basis points |
|
|
47,821 |
|
|
|
17,406 |
|
|
|
25,092 |
|
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates.
130
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of June 30, 2024 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a‑15 and 15d‑15(e) under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting, as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. 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 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors described below and discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
The Company did not engage in any unregistered sales of equity securities, issue any common stock under the Company's dividend reinvestment plan, or purchase any common stock during the three months ended June 30, 2024.
Item 3. Default Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
131
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
132
Item 6. Exhibits, Financial Statement Schedules
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three months ended June 30, 2024 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).
Exhibit |
|
Description of Document |
|
|
|
3.1 |
|
|
|
|
|
3.2 |
|
|
|
|
|
4.1 |
|
|
|
|
|
10.1 |
|
|
|
|
|
10.2 |
|
|
|
|
|
10.3 |
|
|
|
|
|
10.4 |
|
|
|
|
|
10.5 |
|
|
|
|
|
10.6 |
|
|
|
|
|
10.7 |
|
|
|
|
|
10.8 |
|
|
|
|
|
10.9 |
|
133
Exhibit |
|
Description of Document |
|
|
|
|
|
|
10.10 |
|
|
|
|
|
10.11 |
|
|
|
|
|
10.12 |
|
|
|
|
|
10.13 |
|
|
|
|
|
10.14 |
|
|
|
|
|
10.15 |
|
|
|
|
|
10.16 |
|
|
|
|
|
10.17 |
|
|
|
|
|
10.18 |
|
|
|
|
|
10.19 |
|
|
|
|
|
10.20 |
|
|
|
|
|
10.21 |
|
|
|
|
|
134
Exhibit |
|
Description of Document |
|
|
|
10.22 |
|
|
|
|
|
10.23 |
|
|
|
|
|
10.24 |
|
|
|
|
|
10.25 |
|
|
|
|
|
10.26 |
|
|
|
|
|
10.27 |
|
|
|
|
|
10.28 |
|
|
|
|
|
10.29 |
|
|
|
|
|
10.30 |
|
|
|
|
|
10.31 |
|
|
|
|
|
10.32* |
|
|
|
|
|
10.33 |
|
|
|
|
|
135
Exhibit |
|
Description of Document |
|
|
|
10.34 |
|
|
|
|
|
10.35 |
|
|
|
|
|
10.36 |
|
|
|
|
|
10.37 |
|
|
|
|
|
10.38 |
|
|
|
|
|
23.1 |
|
Annual Report on Form 10-K (File No. 814-01175) filed on February 27, 2024). |
|
|
|
24.1 |
|
|
|
|
|
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
32* |
|
|
|
|
|
101.INS* |
|
XBRL Instance Document |
|
|
|
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document. |
|
|
|
101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
101.DEF* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
|
|
|
101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
|
136
Exhibit |
|
Description of Document |
|
|
|
104 |
|
Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
* Filed herewith.
137
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
Bain Capital Specialty Finance, Inc. |
|
|
|
|
Date: August 6, 2024 |
By: |
/s/ Michael A. Ewald |
|
Name: |
Michael A. Ewald |
|
Title: |
Chief Executive Officer |
|
|
|
Date: August 6, 2024 |
By: |
/s/ Amit Joshi |
|
Name: |
Amit Joshi |
|
Title: |
Chief Financial Officer |
138
Exhibit 10.32
EXECUTION COPY
THIRD AMENDMENT
TO SENIOR SECURED REVOLVING CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND SECURITY AGREEMENT, dated as of May 20, 2024 (this “Amendment”), is among BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation (the “Borrower”), solely with respect to Section 7.9, the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary Guarantors”), the LENDERS and ISSUING BANKS party hereto and SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as Administrative Agent (in such capacity, the “Administrative Agent”) and SMBC, as Collateral Agent (in such capacity, the “Collateral Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and Issuing Banks party thereto and the Administrative Agent, are parties to the Senior Secured Revolving Credit Agreement, dated as of December 24, 2021 (as amended by the First Amendment to Senior Secured Revolving Credit Agreement, dated as of July 6, 2022 and the Second Amendment to Senior Secured Revolving Credit Agreement, dated as of August 24, 2022, the “Existing Credit Agreement”, and as amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and the Collateral Agent are parties to the Guarantee and Security Agreement, dated as of December 24, 2021 (the “Existing Guarantee and Security Agreement”, and as amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Guarantee and Security Agreement”);
WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to amend the Existing Credit Agreement, and the Lenders party hereto and the Administrative Agent are willing, on the terms and subject to the conditions hereinafter set forth, to agree to the amendment set forth below and the other terms hereof; and
WHEREAS, the Borrower has requested that the Collateral Agent amend the Existing Guarantee and Security Agreement and the Collateral Agent is willing, with the consent of the Secured Parties representing the Required Secured Parties (as such terms are defined in the Existing Guarantee and Security Agreement), on the terms and subjects to the conditions hereinafter set forth, to agree to the amendment set forth below and the other terms hereof.
NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Administrative Agent” is defined in the preamble.
“Amendment” is defined in the preamble.
“Amendment Effective Date” is defined in Section 6.1.
“Borrower” is defined in the preamble.
“Collateral Agent” is defined in the preamble.
“Credit Agreement” is defined in the first recital.
“Existing Credit Agreement” is defined in the first recital.
JOINDER OF NEW LENDERS
2
REDUCTION OF CERTAIN REVOLVING COMMITMENTS
AMENDMENTs TO Existing CREDIT AGREEMENT
AMENDMENTs TO Existing GUARANTEE AND SECURITY AGREEMENT
3
4
5
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
6
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.
BAIN CAPITAL SPECIALTY FINANCE, INC., as Borrower
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT– BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent, Collateral Agent, an Issuing Bank and a Lender
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
MUFG BANK, LTD., as an Issuing Bank and a Lender
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
SANTANDER BANK, N.A., as a Lender
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
BNP PARIBAS, as a Lender
By:
Name:
Title:
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
JPMORGAN CHASE BANK, N.A., as a Lender
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
APPLE BANK, as a Lender
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
THE BANK OF NEW YORK MELLON, as a Lender
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:
Name:
Title:
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
NATIXIS, NEW YORK BRANCH, as a Lender
By:
Name:
Title:
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
SOCIÉTÉ GÉNÉRALE, as a Lender
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
ZIONS BANKCORPORATION, N.A. DBA CALIFORNIA BANK & TRUST, as a Lender
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
MANUFACTURERS & TRADERS TRUST COMPANY, as a Lender
By:
Name:
Title:
:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Solely with respect to Section 7.9:
ADT BCSF INVESTMENTS, LLC
By: Bain Capital Specialty Finance, Inc., its sole member
By:
Name:
Title:
BCC BCSF DCB INVESTMENTS, LLC
By: Bain Capital Specialty Finance, Inc., its sole member
By:
Name:
Title:
BCSF GRAMMER HOLDINGS (E), LLC
By: Bain Capital Specialty Finance, Inc., its sole member
By:
Name:
Title:
BCSF INSIGNEO HOLDINGS, LLC
By: Bain Capital Specialty Finance, Inc., its sole member
By:
Name:
Title:
BCSF SERVICEMASTER INVESTMENTS, LLC
By: Bain Capital Specialty Finance, Inc., its sole member
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
By:
Name:
Title:
BCSF WSP, LLC
By: Bain Capital Specialty Finance, Inc., its sole member
By:
Name:
Title:
BCSF I, LLC
By: Bain Capital Specialty Finance, Inc., its sole member
By:
Name:
Title:
BCSF BBOG Investments, LLC
By: Bain Capital Specialty Finance, Inc., its sole member
By:
Name:
Title:
BCSF Gills Point Investments, LLC
By: Bain Capital Specialty Finance, Inc., its sole member
By:
Name:
Title:
SIGNATURE PAGE TO AMENDMENT – BAIN
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Schedule I
Revolving Commitments of New Lenders
New Lender |
Dollar Commitment |
Multicurrency Commitment |
Aggregate Commitment |
The Bank of New York Mellon |
$0.00 |
$50,000,000.00 |
$50,000,000.00 |
Deutsche Bank AG New York Branch |
$50,000,000.00 |
$0.00 |
$50,000,000.00 |
Natixis, New York Branch |
$0.00 |
$50,000,000.00 |
$50,000,000.00 |
Société Générale |
$50,000,000.00 |
$0.00 |
$50,000,000.00 |
U.S. Bank National Association |
$0.00 |
$50,000,000.00 |
$50,000,000.00 |
Manufacturers & Traders Trust Company |
$25,000,000.00 |
$0.00 |
$25,000,000.00 |
Initial Term Commitments of New Lenders
New Lender |
Initial Term Commitment |
Sumitomo Mitsui Banking Corporation |
$25,000,000.00 |
MUFG Bank, Ltd. |
$15,000,000.00 |
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Schedule II
Reduction of Revolving Commitments of Reducing Lenders
Reducing Lender |
Reduction of Dollar Commitment |
Reduction of Multicurrency Commitment |
Reduction of Aggregate Revolving Commitment |
Sumitomo Mitsui Banking Corporation |
$0.00 |
$50,000,000.00 |
$50,000,000.00 |
MUFG Bank, Ltd. |
$90,000,000.00 |
$0.00 |
$90,000,000.00 |
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Exhibit A
Amendments to Existing Credit Agreement
[Attached]
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Exhibit B
Amendments to Existing Guarantee and Security Agreement
[Attached]
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
SENIOR SECURED
REVOLVING CREDIT AGREEMENT
dated as of
December 24, 2021
and as amended by the First Amendment to Senior Secured Revolving Credit Agreement
dated as of July 6, 2022, the Second Amendment to Senior Secured Revolving Credit Agreement dated as of August 24, 2022 and the Third Amendment to Senior Secured Revolving Credit Agreement and First Amendment to Guarantee and Security Agreement, dated as of May 20, 2024
among
BAIN CAPITAL SPECIALTY FINANCE, INC.
as Borrower
The LENDERS And ISSUING BANKS Party Hereto
and
SUMITOMO MITSUI BANKING CORPORATION
as Administrative Agent
$855,000,000
__________________
SUMITOMO MITSUI BANKING CORPORATION
Sole Book Runner
SUMITOMO MITSUI BANKING CORPORATION
as a Lead Arranger
WELLS FARGO BANK, NATIONAL ASSOCIATION
SANTANDER BANK, N.A.
as Syndication Agents
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
ARTICLE I DEFINITIONS
SECTION 1.01. Defined Terms 1
SECTION 1.02. Classification of Loans and Borrowings 57
SECTION 1.03. Terms Generally 57
SECTION 1.04. Accounting Terms; GAAP 58
SECTION 1.05. Currencies; Currency Equivalents 59
SECTION 1.06. Divisions 60
SECTION 1.07. Outstanding Indebtedness 60
SECTION 1.08. Reclassification 60
SECTION 1.09. Calculations 60
SECTION 1.10. Rates 61
ARTICLE II THE CREDITS
SECTION 2.01. The Commitments 61
SECTION 2.02. Loans and Borrowings 62
SECTION 2.03. Requests for Syndicated Borrowings 63
SECTION 2.04. Swingline Loans 64
SECTION 2.05. Letters of Credit 67
SECTION 2.06. Funding of Borrowings 73
SECTION 2.07. Interest Elections 73
SECTION 2.08. Termination, Reduction or Increase of the Commitments 75
SECTION 2.09. Repayment of Loans; Evidence of Debt 78
SECTION 2.10. Prepayment of Loans 80
SECTION 2.11. Fees 84
SECTION 2.12. Interest 85
SECTION 2.13. Inability to Determine Interest Rates 86
SECTION 2.14. Increased Costs 88
SECTION 2.15. Break Funding Payments 89
SECTION 2.16. Taxes 90
SECTION 2.17. Payments Generally; Pro Rata Treatment: Sharing of Set-offs 94
SECTION 2.18. Mitigation Obligations; Replacement of Lenders 96
SECTION 2.19. Defaulting Lenders 97
SECTION 2.20. Effect of Benchmark Transition Event 101
SECTION 2.21. Illegality 104
ARTICLE III REPRESENTATIONS AND WARRANTIES
SECTION 3.01. Organization; Powers 105
SECTION 3.02. Authorization; Enforceability 106
SECTION 3.03. Governmental Approvals; No Conflicts 106
SECTION 3.04. Financial Condition; No Material Adverse Effect 106
SECTION 3.05. Litigation 106
SECTION 3.06. Compliance with Laws and Agreements 107
SECTION 3.07. Taxes 107
SECTION 3.08. ERISA 107
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
SECTION 3.09. Disclosure 107
SECTION 3.10. Investment Company Act; Margin Regulations 108
SECTION 3.11. Material Agreements and Liens 108
SECTION 3.12. Subsidiaries and Investments 109
SECTION 3.13. Properties 109
SECTION 3.14. Affiliate Agreements 109
SECTION 3.15. Sanctions 109
SECTION 3.16. PATRIOT Act 110
SECTION 3.17. Collateral Documents 110
SECTION 3.18. EEA Financial Institutions 110
ARTICLE IV CONDITIONS
SECTION 4.01. Effective Date 110
SECTION 4.02. Each Credit Event 112
ARTICLE V AFFIRMATIVE COVENANTS
SECTION 5.01. Financial Statements and Other Information 113
SECTION 5.02. Notices of Material Events 115
SECTION 5.03. Existence: Conduct of Business 116
SECTION 5.04. Payment of Obligations 116
SECTION 5.05. Maintenance of Properties; Insurance 116
SECTION 5.06. Books and Records; Inspection and Audit Rights 117
SECTION 5.07. Compliance with Laws 117
SECTION 5.08. Certain Obligations Respecting Subsidiaries; Further Assurances 117
SECTION 5.09. Use of Proceeds 119
SECTION 5.10. Status of RIC and BDC 120
SECTION 5.11. Investment and Valuation Policies 120
SECTION 5.12. Portfolio Valuation and Diversification Etc 120
SECTION 5.13. Calculation of Borrowing Base 125
ARTICLE VI NEGATIVE COVENANTS
SECTION 6.01. Indebtedness 135
SECTION 6.02. Liens 137
SECTION 6.03. Fundamental Changes 139
SECTION 6.04. Investments 141
SECTION 6.05. Restricted Payments 142
SECTION 6.06. Certain Restrictions on Subsidiaries 143
SECTION 6.07. Certain Financial Covenants 144
SECTION 6.08. Transactions with Affiliates 144
SECTION 6.09. Lines of Business 145
SECTION 6.10. No Further Negative Pledge 145
SECTION 6.11. Modifications of Longer-Term Indebtedness Documents 145
SECTION 6.12. Payments of Longer-Term Indebtedness 146
SECTION 6.13. Accounting Changes 147
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
SECTION 6.14. SBIC Guarantee 147
ARTICLE VII EVENTS OF DEFAULT
ARTICLE VIII THE ADMINISTRATIVE AGENT
SECTION 8.01. Appointment of the Administrative Agent 152
SECTION 8.02. Capacity as Lender 153
SECTION 8.03. Limitation of Duties; Exculpation 153
SECTION 8.04. Reliance 153
SECTION 8.05. Sub-Agents 154
SECTION 8.06. Resignation; Successor Administrative Agent 154
SECTION 8.07. Reliance by Lenders 155
SECTION 8.08. Modifications to Loan Documents 155
SECTION 8.09. Erroneous Payments 156
ARTICLE IX MISCELLANEOUS
SECTION 9.01. Notices; Electronic Communications 159
SECTION 9.02. Waivers; Amendments 161
SECTION 9.03. Expenses; Indemnity; Damage Waiver 166
SECTION 9.04. Successors and Assigns 169
SECTION 9.05. Survival 175
SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution 175
SECTION 9.07. Severability 176
SECTION 9.08. Right of Setoff 176
SECTION 9.09. Governing Law; Jurisdiction; Etc 177
SECTION 9.10. WAIVER OF JURY TRIAL 177
SECTION 9.11. Judgment Currency 178
SECTION 9.12. Headings 178
SECTION 9.13. Treatment of Certain Information; No Fiduciary Duty; Confidentiality 178
SECTION 9.14. PATRIOT Act 180
SECTION 9.15. Lender Information Reporting 180
SECTION 9.16. Interest Rate Limitation 181
SECTION 9.17. Acknowledgement and Consent to Bail-In of Affected Financial Institutions 181
SECTION 9.18. Certain ERISA Matters 182
SECTION 9.19. Acknowledgement Regarding Any Supported QFCs 184
SECTION 9.20. Termination 185
SECTION 9.21. Representations and Warranties of the Lenders 185
SECTION 9.22. German Bank Separation Act 185
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
SCHEDULE 1.01(a) - Approved Dealers and Approved Pricing Services
SCHEDULE 1.01(b) - Commitments
SCHEDULE 1.01(c) - Industry Classification Group List
SCHEDULE 1.01(d) - Excluded Assets
SCHEDULE 2.05 - Issuing Bank LC Exposure
SCHEDULE 3.11 - Material Agreements and Liens
SCHEDULE 3.12(a) - Subsidiaries
SCHEDULE 3.12(b) - Investments
SCHEDULE 6.08 - Transactions with Affiliates
EXHIBIT A - Form of Assignment and Assumption
EXHIBIT B - Form of Borrowing Base Certificate
EXHIBIT C - Form of Borrowing Request
EXHIBIT D - Form of Increasing Lender/Joining Lender Agreement
EXHIBIT E - Form of Lender NDA
EXHIBIT F - Form of Revolving Promissory Note
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of December 24, 2021 (this “Agreement”), among BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.
“2026 Notes-A” means the Borrower’s 2.55% notes due in October of 2026.
“2026 Notes-B” means the Borrower’s 2.95% notes due in March of 2026.
“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, denominated in Dollars and bearing interest at a rate determined by reference to the Alternate Base Rate.
“Adjusted Covered Debt Balance” means, on any date, the aggregate Covered Debt Amount on such date minus the aggregate amount of Cash and Cash Equivalents included in the Portfolio Investments held by the Obligors (provided that Cash Collateral for outstanding Letters of Credit shall not be treated as a portion of the Portfolio Investments).
“Adjusted Gross Borrowing Base” means the Gross Borrowing Base plus the amount of any cash held in any “collection” (or similar) account of any Excluded Asset of the Borrower that is reflected on a “payment date schedule” (or similar distribution statement) to be distributed, directly or indirectly, to the Borrower on the next payment date for such Financing Subsidiary pursuant to a term CLO securitization.
“Adjusted Term Benchmark Rate” means (a) for the Interest Period for any Term Benchmark Borrowing denominated in Euros, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (i) the Term Benchmark Rate for such Interest Period for such Currency multiplied by (ii) the Statutory Reserve Rate for such Interest Period and (b) for the Interest Period for any Term Benchmark Borrowing denominated in a Currency (other than Euros), an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the Term Benchmark Rate for such Interest Period for such Currency; provided that if the Adjusted Term Benchmark Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
“Administrative Agent” means SMBC, in its capacity as administrative agent for the Lenders hereunder.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Administrative Agent’s Account” means, for each Currency, an account in respect of such Currency designated by the Administrative Agent in a notice to the Borrower and the Lenders.
“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.
“Advance Rate” has the meaning assigned to such term in Section 5.13.
“Affected Currency” has the meaning assigned to such term in Section 2.13.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to a specified Person at any time, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified at such time. Anything herein to the contrary notwithstanding, the term “Affiliate” shall not include any Person that constitutes an Investment held by any Obligor or Financing Subsidiary in the ordinary course of business; provided that the term “Affiliate” shall include any Financing Subsidiary.
“Affiliate Agreements” means the BCSF Investment Advisory Agreement.
“Agreed Foreign Currency” means, at any time, (i) any of Canadian Dollars, Sterling, Euros, Japanese Yen and Australian Dollars and (ii) with the prior written consent of each Multicurrency Lender, any other Foreign Currency, so long as, in respect of any such specified Foreign Currency or other Foreign Currency, at such time (a) such Foreign Currency is freely transferable and convertible into Dollars in the London foreign exchange market or the relevant local market, if applicable, and (b) no central bank or other governmental authorization in the country of issue of such Foreign Currency (including, in the case of the Euro, any authorization by the European Central Bank) is required to permit use of such Foreign Currency by any Multicurrency Lender for making any Revolving Loan hereunder and/or to permit the Borrower to borrow and repay the principal thereof and to pay the interest thereon, unless such authorization has been obtained and is in full force and effect.
“Agreement” has the meaning assigned to such term in the preamble to this Agreement
“Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) zero and (b) the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate for such day plus 1/2 of 1% and (iii) the rate per annum equal to Term SOFR for an interest period of one (1) month plus 1.00%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR (or successor therefor) as set forth above shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR (or successor therefor), respectively. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
any reason, including the inability or failure of the Administrative Agent to obtain a quotation in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b)(ii) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist.
“Anti-Corruption Laws” has the meaning assigned to such term in Section 3.16.
“Applicable Dollar Percentage” means, with respect to any Dollar Lender, the percentage of the total Dollar Commitments represented by such Dollar Lender’s Dollar Commitment. If the Dollar Commitments have terminated or expired, the Applicable Dollar Percentages shall be determined based upon the Dollar Commitments most recently in effect, giving effect to any assignments.
“Applicable Financial Statements” means, as at any date, the most-recent audited financial statements of the Borrower delivered to the Administrative Agent; provided that if immediately prior to the delivery to the Administrative Agent of new audited financial statements of the Borrower a Material Adverse Effect (the “Pre-existing MAE”) shall exist (regardless of when it occurred), then the “Applicable Financial Statements” as at said date means the Applicable Financial Statements in effect immediately prior to such delivery until such time as the Pre-existing MAE shall no longer exist.
“Applicable Margin” means (a) if the Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is (a) less than 1.6 times the Combined Debt Amount, the Applicable Margin shall be (i) with respect to any ABR Loan, 0.875% per annum; and (ii) with respect to any Term Benchmark Loan or RFR Loan, 1.875% per annum; and (b) equal to or greater than 1.6 times the Combined Debt Amount, the Applicable Margin shall be (i) with respect to any ABR Loan, 0.75% per annum; and (ii) with respect to any Term Benchmark Loan or RFR Loan, 1.75% per annum.
“Applicable Multicurrency Percentage” means, with respect to any Multicurrency Lender, the percentage of the total Multicurrency Commitments represented by such Multicurrency Lender’s Multicurrency Commitment. If the Multicurrency Commitments have terminated or expired, the Applicable Multicurrency Percentages shall be determined based upon the Multicurrency Commitments most recently in effect, giving effect to any assignments.
“Applicable Percentage” means, with respect to any Lender, the percentage of the aggregate Term Loans and total Revolving Commitments of such Lender. If the Revolving Commitments have terminated or expired, the Applicable Percentage of such Lender shall be determined based upon such Lender’s existing Credit Exposure.
“Applicable Revolving Percentage” means, with respect to any Revolving Lender, the percentage of the total Revolving Commitments of such Lender. If the Revolving Commitments have terminated or expired, the Applicable Revolving Percentage of such Lender shall be determined based on such Lender’s existing Revolving Credit Exposure.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Applicable Time” means, with respect to any Loans and payments in any Foreign Currency, the local time in the Principal Financial Center for such Foreign Currency as may be reasonably determined by the Administrative Agent.
“Approved Dealer” means (a) in the case of any investment that is not a U.S. Government Security, a bank or a broker-dealer registered under the Exchange Act, of nationally recognized standing or an Affiliate thereof, (b) in the case of a U.S. Government Security, any primary dealer in U.S. Government Securities, and (c) in the case of any foreign investment, any foreign bank or broker-dealer of internationally recognized standing or an Affiliate thereof, in the case of each of clauses (a), (b) and (c) above, either as set forth on Schedule 1.01(a) or any other bank or broker-dealer or Affiliate thereof acceptable to the Administrative Agent in its reasonable determination.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Approved Pricing Service” means a pricing or quotation service either: (a) as set forth in Schedule 1.01(a) or (b) any other pricing or quotation service approved by the External Manager (so long as it has the necessary delegated authority) or the board of directors (or appropriate committee thereof with the necessary delegated authority) of the Borrower and designated in writing by the Borrower to the Administrative Agent (which designation, if approved by the board of directors of the Borrower, shall be accompanied by a copy of a resolution of the board of directors (or appropriate committee thereof with the necessary delegated authority) of the Borrower that such pricing or quotation service has been approved by the Borrower).
“Approved Third-Party Appraiser” means any Independent nationally recognized third-party appraisal firm (a) designated by the Borrower in writing to the Administrative Agent (which designation, if approved by the board of directors of the Borrower, shall be accompanied by a copy of a resolution of the board of directors (or appropriate committee thereof with the necessary delegated authority) of the Borrower that such firm has been approved by the Borrower for purposes of assisting the board of directors (or appropriate committee thereof with the necessary delegated authority) of the Borrower in making valuations of portfolio assets to determine the Borrower’s compliance with the applicable provisions of the Investment Company Act) and (b) acceptable to the Administrative Agent. It is understood and agreed that Houlihan Lokey, Inc., Kroll LLC, Citrin Cooperman, Lincoln International LLC, Valuation Research Corporation and Alvarez & Marsal are acceptable to the Administrative Agent. As used in Section 5.12 hereof, an “Approved Third-Party Appraiser selected by the Administrative Agent” shall mean any of the firms identified in the preceding sentence and any other Independent nationally recognized third-party appraisal firm identified by the Administrative Agent and consented to by the Borrower (such consent not to be unreasonably withheld or delayed).
“Asset Coverage Ratio” means the ratio, determined on a consolidated basis for Borrower and its Subsidiaries, without duplication, of (a) the value of total assets of the Borrower and its Subsidiaries, less all liabilities and indebtedness not represented by senior securities to (b) the aggregate amount of senior securities representing indebtedness of Borrower and its Subsidiaries (including any Indebtedness outstanding under this Agreement), in each case as
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
determined pursuant to the Investment Company Act and any orders of the SEC issued to or with respect to Borrower thereunder, including any exemptive relief granted by the SEC with respect to the indebtedness of any SBIC Subsidiary.
“Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, substantially in the form of Exhibit A hereof (with adjustments thereto to reflect the Classes of Commitments and/or Loans being assigned or outstanding at the time of the respective assignment) or any other form approved by the Administrative Agent and, so long as no Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing, the Borrower.
“Assuming Lender” has the meaning assigned to such term in Section 2.08(e)(i).
“Australian Dollars” means the lawful currency of The Commonwealth of Australia.
“Availability Period” means, with respect to any Revolving Commitments, the period from and including the Effective Date to but excluding the earlier of (x) the Commitment Termination Date and (y) the date of termination of such Revolving Commitments.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any Currency, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.20(d).
“Back-to-Back Transaction” means, a transaction where (i) an Obligor originates or acquires an Investment, (ii) such Obligor immediately transfers in full or sells a participation interest in all or any portion of such Investment to an Excluded Asset, (iii) the purchase price paid by such Excluded Asset to such Obligor in respect of such Investment (or participation interest therein) or any portion thereof is remitted by the Obligor to the underlying issuer thereof and represents the full purchase price payable by such Obligor to the underlying issuer for such Investment (and the cash purchase price paid by such Excluded Asset equals the cash consideration paid by such Obligor to the underlying issuer) and (iv) the Borrowing Base immediately after giving effect to such transaction is not less than the Borrowing Base immediately prior to such transaction; provided that, for the avoidance of doubt and for purposes of this Agreement, only the portion of any Investment that is transferred by an Obligor to an Excluded Asset in accordance with clause (ii) above (subject to compliance with clauses (i), (ii) and (iv) of this definition), and not any other portion of such Investment, shall be deemed to have been subject to a Back-to-Back Transaction.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq.
“Base Rate Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.
“Basel III” means the agreements on capital requirements, leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision on December 16, 2010, each as amended, supplemented or restated.
“Basel IV” means any amendment, replacement or refinement of Basel III known as “Basel IV”.
“BCSF Investment Advisory Agreement” means that certain Second Amended and Restated Investment Advisory Agreement, dated February 1, 2019, by and between the External Manager and the Borrower.
“BCSF Advisors Loan Agreement” means (a) that certain Revolving Loan Agreement, dated March 27, 2020, by and between the External Manager and the Borrower and (b) any refinancing, refunding, renewal or extension of any BCSF Advisors Loan Agreement, including any such Indebtedness made by any new or successor investment advisor to the External Manager (or such successor) not otherwise prohibited under this Agreement.
“Benchmark” means, initially, with respect to any Loans denominated in (a) Dollars, the Term SOFR Reference Rate, (b) Canadian Dollars, the Term CORRA Reference Rate, (c) Sterling, the Daily Simple RFR, and (d) each other Agreed Foreign Currency, the Adjusted Term Benchmark Rate for such Currency; provided that, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Term SOFR Reference Rate, the Term CORRA Reference Rate, the Daily Simple RFR or the Adjusted Term Benchmark Rate for such Currency, as applicable, or the then-current Benchmark, then “Benchmark” shall
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
mean the applicable Benchmark Replacement for such Currency to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of Section 2.20.
“Benchmark Replacement” means, with respect to any Benchmark Transition Event:
(1) where a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate, the sum of: (a) Daily Simple SOFR and (b) 0.10%;
(2) where a Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate, the sum of: (a) Daily Compounded CORRA and (b) either (i) if the Borrower elects pursuant to Section 2.20(a) that interest payments will be made on a quarterly basis, 0.32138% per annum or (ii) if the Borrower elects pursuant to Section 2.20(a) that interest payments will be made on a monthly basis, 0.29547% per annum; and
(3) where a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the Term CORRA Reference Rate and the rate cannot be determined by the Administrative Agent pursuant to clause (1) or (2) above, as applicable, or where a Benchmark Transition Event has occurred with respect to a Benchmark other than the Term SOFR Reference Rate or the Term CORRA Reference Rate, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Currency giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Currency at such time and (b) the related Benchmark Replacement Adjustment.
If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark for a Currency with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement (excluding for the avoidance of doubt, Daily Simple SOFR), the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Currency giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body at such time or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Currency in the U.S. syndicated loan market at such time.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Benchmark Replacement Date” means, (x) with respect to any Benchmark (other than the Term SOFR Reference Rate or the Term CORRA Reference Rate), the earliest to occur of the following events with respect to such then-current Benchmark and (y) with respect to the Term SOFR Reference Rate or the Term CORRA Reference Rate, a date and time determined by the Administrative Agent in its reasonable discretion, which date shall be no later than the earlier to occur of the following events with respect to such then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of:
(a) the date of the public statement or publication of information referenced therein; and
(b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(2) in the case of clause (3) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means, with respect to any then-current Benchmark, the occurrence of one or more of the following events with respect to such Benchmark:
(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), including the Board, the Federal Reserve Bank of New York or the Bank of Canada, as applicable, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component thereof), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component thereof) or a court or an entity with similar
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
insolvency or resolution authority over the administrator for such Benchmark (or such component thereof), in each case which states that the administrator of such Benchmark (or such component thereof) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with Section 2.20 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with Section 2.20.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“Board” means the Board of Governors of the Federal Reserve System of the United States of America (or any successor thereof).
“Borrower” has the meaning assigned to such term in the preamble to this Agreement.
“Borrowing
“Borrowing Base” has the meaning assigned to such term in Section 5.13.
“Borrowing Base Certificate” means a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit B hereto (or such other form as shall be reasonably satisfactory to the Administrative Agent) and appropriately completed.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Borrowing Base Deficiency” means, at any date on which the same is determined, the amount, if any, that (a) the aggregate Covered Debt Amount as of such date exceeds (b) the Borrowing Base as of such date.
“Borrowing Request” means a request by the Borrower for a Syndicated Borrowing in accordance with Section 2.03, which, if in writing, shall be substantially in the form of Exhibit C hereto (or such other form as shall be reasonably satisfactory to the Administrative Agent) and signed by the Borrower.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that (a) when used in relation to a Term Benchmark Loan or any interest rate settings, fundings, disbursements, settlements or payments of any such Term Benchmark Loan, or any other dealings in the applicable Currency of such Term Benchmark Loan, the term “Business Day” shall also exclude any day that is not a Term Benchmark Banking Day for such Currency and (b) when used in relation to RFR Loans or any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in Sterling, the term “Business Day” shall also exclude any day that is not an RFR Business Day.
“Calculation Amount” means, as of the end of any Testing Period, an amount equal to the greater of: (a) (i) 125% of the Adjusted Covered Debt Balance (as of the end of such Testing Period) minus (ii) the aggregate Value of all Quoted Investments included in the Borrowing Base (as of the end of such Testing Period) and (b) 10% of the aggregate Value of all Unquoted Investments included in the Borrowing Base (as of the end of such Testing Period); provided that in no event shall more than 25% (or, if clause (b) applies, 10%, or as near thereto as reasonably practicable) of the aggregate Value of the Unquoted Investments in the Borrowing Base be tested in respect of any applicable Testing Period.
“CAM Exchange” means the exchange of the Lenders’ interests provided for in Article VII.
“CAM Exchange Date” means the date on which any Event of Default referred to in clause (j) of Article VII shall occur or the date on which the Borrower receives written notice from the Administrative Agent that any Event of Default referred to in clause (i) of Article VII has occurred.
“CAM Percentage” means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of the Designated Obligations owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent amount of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) immediately prior to the CAM Exchange Date.
“Canadian Dollars” or “C$” means the lawful currency of Canada.
“Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate that appears
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the rate per annum equal to Term CORRA plus 1% per annum; provided, that if any of the above rates shall be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or Term CORRA shall be effective from and including the effective date of such change in the PRIMCAN Index or Term CORRA, respectively.
“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or finance leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
“Capital Stock” of any Person means any and all shares of corporate stock (however designated) of, and any and all other Equity Interests and participations representing ownership interests (including membership interests and limited liability company interests) in, such Person.
“Cash” means any immediately available funds in Dollars or in any currency other than Dollars (measured in terms of the Dollar Equivalent thereof) which is a freely convertible currency.
“Cash Collateralize” means, in respect of a Letter of Credit or any obligation hereunder, to provide and pledge cash collateral pursuant to Section 2.05(k), at a location and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each Issuing Bank. “Cash Collateral” and “Cash Collateralization” shall have meanings correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
“Cash Equivalents” means investments (other than Cash) that are one or more of the following obligations:
(a) investments in commercial paper or other short-term corporate obligations maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least “A-1” from S&P and at least “P-1” from Moody’s (or if only one of S&P or Moody’s provides such rating, such investment shall also have an equivalent credit rating from any other rating agency);
(b) U.S. Government Securities maturing within one year from the date of acquisition thereof;
(c) investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof (i) issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
of America or any State thereof or under the laws of the jurisdiction or any constituent jurisdiction thereof in which the Principal Financial Center in respect of any Agreed Foreign Currency is located; provided that such certificates of deposit, banker’s acceptances and time deposits are held in a securities account (as defined in the Uniform Commercial Code) through which the Collateral Agent can perfect a security interest therein and (ii) having, at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s (or if only one of S&P or Moody’s provides such rating, such investment shall also have an equivalent credit rating from any other rating agency);
(d) fully collateralized repurchase agreements with a term of not more than thirty (30) days from the date of acquisition thereof for U.S. Government Securities and entered into with (i) a financial institution satisfying the criteria described in clause (c) of this definition or (ii) an Approved Dealer having (or being a member of a consolidated group having) at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s (or if only one of S&P or Moody’s provides such rating, such Approved Dealer shall also have an equivalent credit rating from any other rating agency);
(e) investments in money market funds that invest primarily in investments of the type described in the immediately preceding clauses (a) through (d) above (including as to credit quality and maturity);
(f) a reinvestment agreement issued by any bank (if treated as a deposit by such bank), or a reinvestment agreement issued by any insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such reinvestment agreement may be unwound at the option of the Borrower at any time without penalty;
(g) money market funds that have, at all times, credit ratings of “Aaa” and “MR1+” by Moody’s and “AAAm” or “Aam-G” by S&P, respectively; and
(h) any of the following offered by SMBC or the Custodian (or any successor custodian or other entity acting in a similar capacity with respect to the Borrower): (i) money market deposit accounts, (ii) Eurodollar time deposits, (iii) commercial Eurodollar sweep services or (iv) open commercial paper services, in each case having, at such date of acquisition, a credit rating at least A-1 from S&P and at least P-1 from Moody’s and maturing not later than 270 days from the date of acquisition thereof;
provided that (i) in no event shall Cash Equivalents include any obligation that provides for the payment of interest alone (for example, interest-only securities or “IOs”); (ii) if any of Moody’s or S&P changes its rating system, then any ratings included in this definition shall be deemed to be an equivalent rating in a successor rating category of Moody’s or S&P, as the case may be; (iii) Cash Equivalents (other than U.S. Government Securities, certificates of deposit or repurchase agreements) shall not include any such investment of more than 10% of total assets of the Borrower and the Subsidiary Guarantors in any single issuer; and (iv) in no event shall Cash Equivalents include any obligation that is not denominated in Dollars or an Agreed Foreign Currency.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Central Bank Rate” means the greater of (A) the sum of (i) for any Loan denominated in (x) Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (y) Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time or (z) any other Agreed Foreign Currency, a central bank rate as determined by the Administrative Agent in its reasonable discretion; plus (ii) the applicable Central Bank Rate Adjustment and (B) 0%.
“Central Bank Rate Adjustment” means , for any date, for any Loan denominated in (A) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Daily Simple RFR for Sterling for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period, (B) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the EURIBOR Screen Rate for the five most recent Term Benchmark Banking Days for Euro preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Screen Rate applicable during such period of five Term Benchmark Banking Days for Euro) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Term Benchmark Banking Day for Euro in such period and (C) any other Agreed Foreign Currency, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For the purposes of this definition, (x) the term “Central Bank Rate” shall be determined disregarding clause (a)(ii) of the definition of such term and (y) each of the EURIBOR Screen Rate on any day shall be based on the EURIBOR Screen Rate, on such day at approximately the time referred to in the definition of such term for deposits in the applicable Foreign Currency for a maturity of one month.
“Change in Control” means the Borrower shall cease to be managed by the External Manager or an Affiliate thereof that is registered as an investment adviser under the Investment Advisers Act of 1940 and in the business of managing or advising clients.
“Change in Law” means the occurrence, after the date of this Agreement (or with respect to a Person becoming a Lender by assignment or joinder after the date of this Agreement, the effective date thereof), of (a) the adoption of any law, treaty or governmental rule or regulation or any change in any law, treaty or governmental rule or regulation or in the interpretation, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule or regulation was issued or enacted prior to the Effective Date (or with respect to a Person becoming a Lender by assignment or joinder after the date of this Agreement, the effective date thereof)), but excluding proposals thereof, or any determination of a court or
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Governmental Authority, (b) any guideline, request or directive by any Governmental Authority (whether or not having the force of law) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the Effective Date (or with respect to a Person becoming a Lender by assignment or joinder after the date of this Agreement, the effective date thereof) or (c) compliance by any Lender (or its applicable lending office) or any company Controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, in each case adopted after the Effective Date (or with respect to a Person becoming a Lender by assignment or joinder after the date of this Agreement, the effective date thereof). For the avoidance of doubt, all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued (i) by any United States regulatory authority under or in connection with the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) by any Governmental Authority in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), in each case pursuant to Basel III or Basel IV, shall in each case be deemed to be a “Change in Law”, regardless of the date adopted, issued, promulgated or implemented.
“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are Syndicated Loans or Swingline Loans and (i) in the case of a Syndicated Loan, whether it is a Term Loan or a Revolving Loan and, (ii) in the case of a Term Loan, whether such Loan is an Initial Term Loan or an Incremental Term Loan (and each Incremental Term Loan funded on a different Commitment Increase Date may be treated as its own Class), as applicable, and (iii) in the case of a Revolving Loan, whether such Loan is, or the Loans constituting such Borrowing are, Dollar Loans or Multicurrency Loans; when used in reference to any Lender, refers to whether such Lender is a Term Lender or a Revolving Lender and, (x) in the case of any Term Lender, whether such Lender is an Initial Term Lender or an Incremental Term Lender (and each Incremental Term Lender funding Incremental Term Loans on a different Commitment Increase Date may be treated as its own Class), and (y) in the case of any Revolving Lender, whether such Lender is a Dollar Lender or a Multicurrency Lender; and, when used in reference to any Commitment, refers to whether such Commitment is a Term Commitment or Revolving Commitment and, (1) in the case of any Term Commitment, whether such Commitment is an Initial Term Commitment or an Incremental Term Commitment (and each Incremental Term Commitment with respect to Incremental Term Loans funded on a different Commitment Increase Date to be treated as its own Class), and (2) in the case of any Revolving Commitment, whether such Commitment is a Dollar Commitment or a Multicurrency Commitment.
“CLO Securities” means debt securities, mezzanine securities, equity securities, residual interests or composite or combination securities (i.e. securities consisting of a combination of debt and equity securities that are issued in effect as a unit) including synthetic securities that provide synthetic credit exposure to debt securities, mezzanine securities, equity securities, residual interests or composite or combination securities (or other investments, including any interests held to comply with applicable risk retention requirements, that similarly represent an investment in underlying pools of leveraged portfolios), that, in each case, entitle the holders thereof to receive payments that (i) depend on the cash flow from a portfolio consisting primarily
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
of ownership interests in debt securities, corporate loans or asset-backed securities or (ii) are subject to losses owing to credit events (howsoever defined) under credit derivative transactions with respect to debt securities, corporate loans or asset-backed securities.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Collateral” has the meaning assigned to such term in the Guarantee and Security Agreement.
“Collateral Agent” means SMBC in its capacity as Collateral Agent for the Secured Parties (as such term is defined in the Guarantee and Security Agreement) under the Guarantee and Security Agreement and the other Loan Documents, and includes any successor Collateral Agent thereunder.
“Collateral Pool” means, at any time, each Portfolio Investment that has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent and is subject to the Lien of the Guarantee and Security Agreement, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein and in which the Collateral Agent has a first-priority perfected Lien as security for the Secured Obligations (as defined in the Guarantee and Security Agreement) (subject to any Liens permitted by Section 6.02); provided that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected (other than, any asset for a period of up to 7 days (or such longer period up to sixty (60) days as the Collateral Agent may agree in its sole discretion), customary rights of setoff, banker’s lien, security interest or other like right upon deposit accounts and securities accounts in which such Portfolio Investments are held) security interest pursuant to a valid Uniform Commercial Code filing, such Portfolio Investment may be included in the Collateral Pool so long as all remaining actions to complete “Delivery” are satisfied in full within 7 days of such inclusion or such longer period up to sixty (60) days as the Collateral Agent may agree in its sole discretion.
“Combined Debt Amount” means, as of any date, (i) the aggregate Commitments as of such date (or, if greater, the Revolving Credit Exposures of all Lenders as of such date) plus (ii) the aggregate amount of outstanding Designated Indebtedness (as such term is defined in the Guarantee and Security Agreement) and, without duplication, the aggregate amount of unused and available commitments under any Designated Indebtedness (as such term is defined in the Guarantee and Security Agreement).
“Commitment Increase” has the meaning assigned to such term in Section 2.08(e)(i).
“Commitment Increase Date” has the meaning assigned to such term in Section 2.08(e)(i).
“Commitment Termination Date” means May 19, 2028.
“Commitments” means, collectively, the Term Commitments and the Revolving Commitments.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Competitor” means (a) any Person primarily engaged in the business of private asset management as a business development company, mezzanine fund, private debt fund, hedge fund, distressed asset fund, vulture fund, private equity fund or any venture lender, which is in direct or indirect competition with the Borrower or any Affiliate thereof, (b) those Persons listed in the Disqualified Assignees and Participants Side Letter, (c) any Person Controlled by, or Controlling, or under common Control with, a Person referred to in clause (a) or (b) above, or (d) any Person for which a Person referred to in clause (a) or (b) above serves as an investment advisor with discretionary investment authority.
“Concurrent Transactions” means, with respect to any proposed action or transaction hereunder, (a) any acquisition or sale of Portfolio Investments or other property or assets, (b) any payment of any outstanding Loan, Cash collateralization of Letters of Credit, or payment of other Indebtedness that is included in the Covered Debt Amount, (c) any Return of Capital or other distribution or receipt of cash from any Investment, (d) any incurrence of Indebtedness and the use of proceeds thereof, (e) any sale of Equity Interests of the Borrower, and (f) any pro forma adjustments related to any of the actions or transactions described in the foregoing clauses (a) through (e), in each case, (x) that occurs substantially simultaneously with and in any event within 24 hours of such proposed action or transaction and (y) is evidenced by a current Borrowing Base Certificate delivered by the Borrower.
“Conforming Changes” means with respect to the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Term Benchmark Rate”, the definition of “Alternate Base Rate”, the definition of “Canadian Prime Rate”, the definition of “Business Day”, the definition of “Term Benchmark Banking Day”, the definition of “U.S. Government Securities Business Day”, the definition of “Daily Simple RFR”, the definition of “Interest Period”, the definition of “RFR”, the definition of “RFR Business Day”, the definition of “RFR Interest Day”, the definition of “RFR Reference Day”, the definition of or any similar or analogous definition, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.15 and other technical, administrative or operational matters) that the Administrative Agent (after consultation with the Borrower) decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent (after consultation with the Borrower) decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Contingent Borrowing Base Deficiency” means, at any time that any Contingent Secured Indebtedness is outstanding, if the inclusion of all such Contingent Secured Indebtedness and the Portfolio Investments subject to the underlying repurchase transactions in the Covered Debt Amount and the Borrowing Base, respectively, would result in a Borrowing Base Deficiency.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Contingent Secured Indebtedness” means, on any date, Indebtedness of an Obligor (which may be guaranteed by one or more other Obligors) that (a) is incurred pursuant to one or more repurchase arrangements, (b) has a maturity at issuance of no more than 180 days (or, in the case of any renewal or extension thereof, 180 days after the then-current expiration date of such Contingent Secured Indebtedness) and (c) is not secured by any Collateral (other than by (x) any Portfolio Investment to the extent otherwise permitted to be transferred to an Excluded Asset hereunder, (y) the participation interest such Obligor sells or purports to sell in the underlying asset for such repurchase agreement(s) and such underlying asset or (z) any note or security issued by a Subsidiary of an Obligor that such Obligor sells or purports to sell, which economically represents the underlying asset for such repurchase agreement(s)).
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto; provided, however, that “Control” shall not include “negative” control or “blocking” rights that constitute “protective rights” whereby action cannot be taken without the vote or consent of any Person.
“Controlled Foreign Corporation” means any Subsidiary which is (i) a “controlled foreign corporation” (within the meaning of Section 957 of the Code), (ii) a Subsidiary substantially all the assets of which consist (directly or indirectly through one or more flow-through entities) of Equity Interests and/or indebtedness of one or more Subsidiaries described in clause (i) of this definition, or (iii) an entity treated as disregarded for U.S. federal income tax purposes and substantially all of the assets of which consist (directly or indirectly through one or more flow-through entities) of the Equity Interests and/or indebtedness of one or more Subsidiaries described in clause (i) or (ii) of this definition.
“CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator of the Canadian Overnight Repo Rate Average).
“Covered Debt Amount” means, on any date, the sum (without duplication) of (x) all of the Credit Exposures of all Lenders on such date plus (y) the aggregate amount of Other Covered Indebtedness, Special Unsecured Indebtedness and Unsecured Longer-Term Indebtedness on such date minus (z) the LC Exposure fully Cash Collateralized on such date pursuant to Section 2.05(k) and the last paragraph of Section 2.09(a); provided that (A) the Existing Notes, Special Unsecured Indebtedness and Unsecured Longer-Term Indebtedness shall be excluded from the calculation of the Covered Debt Amount, in each case, until the date that is nine (9) months prior to the scheduled maturity date of such Indebtedness and (B) 50% of outstanding Unsecured Shorter-Term Indebtedness shall be excluded from the calculation of the Covered Debt Amount until the date that is 9 months prior to the scheduled maturity of such Unsecured Shorter-Term Indebtedness (provided that, to the extent, but only to the extent, any portion of any such Indebtedness is subject to a contractually scheduled amortization payment or other principal payment or mandatory redemption (it being understood that the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness (as well as the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, except in the case of
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
interest or expenses or fractional shares (which may be payable in cash)), shall not constitute “amortization” for purposes of this definition) earlier than six (6) months after the Final Maturity Date (in the case of Unsecured Longer-Term Indebtedness) or earlier than the original final maturity date of such Indebtedness (in the case of the Existing Notes, Special Unsecured Indebtedness or Unsecured Shorter-Term Indebtedness), such portion of such Indebtedness shall be included in the calculation of the Covered Debt Amount beginning upon the date that is the later of (i) nine (9) months prior to such scheduled amortization payment or other scheduled principal payment or mandatory scheduled redemption and (ii) the date the Borrower becomes aware that such Indebtedness is required to be paid or redeemed). For the avoidance of doubt, for purposes of calculating the Covered Debt Amount, any convertible securities that constitute Indebtedness that is required to be included in the “Covered Debt Amount” will be included at the then outstanding principal balance thereof and in no event shall any Contingent Secured Indebtedness be included in the Covered Debt Amount other than for purposes of determining whether a Contingent Borrowing Base Deficiency has occurred or is continuing.
“Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Term Loans plus such Lender’s Revolving Credit Exposure at such time.
“Currency” means Dollars or any Foreign Currency.
“Custodian” has the meaning assigned to such term in the Guarantee and Security Agreement.
“Daily Compounded CORRA” means, for any day, CORRA with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a lookback) being established by the Administrative Agent in accordance with the methodology and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded CORRA for business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may (in consultation with the Borrower) establish another convention in its reasonable discretion; and provided that if the administrator has not provided or published CORRA and a Benchmark Replacement Date with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA. Any change in Daily Compounded CORRA due to a change in CORRA shall be effective from and including the effective date of such change in CORRA without notice to the Borrower.
“Daily Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of (i) SONIA for the day (the “RFR Reference Day”) that is five RFR Business Days prior to (A) if such RFR Interest Day is a RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not a RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day, in each case plus the applicable RFR Applicable Credit Adjustment Spread, and (ii) 0.00%. If by 5:00 p.m., (London time), on the second RFR Business Day immediately following any RFR Reference Day, SONIA in respect of such RFR Reference Day has not been published on the SONIA Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple RFR has not occurred, then SONIA for such
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
RFR Reference Day will be SONIA as published in respect of the first preceding RFR Business Day for which SONIA was published on the SONIA Administrator’s Website; provided that SONIA as determined pursuant to this sentence shall be utilized for purposes of calculating the Daily Simple RFR for no more than three consecutive RFR Interest Days. Any change in Daily Simple RFR due to a change in SONIA shall be effective from and including the effective date of such change in SONIA without notice to the Borrower.
“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion (in consultation with the Borrower).
“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
“Defaulting Lender” means, subject to Section 2.19(b), any Lender that, as determined by the Administrative Agent, (a) has failed to (i) fund all or any portion of its Loans or participations in Letters of Credit or Swingline Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s reasonable determination that one or more conditions precedent to funding (each of which conditions precedent, together with the applicable default, if any, shall be specifically identified in detail in such writing) has not been satisfied or has not otherwise been waived in accordance with the terms of this Agreement, or (ii) pay to the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any Issuing Bank or any Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s commercially reasonable determination that a condition precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in detail in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) the Administrative Agent has received notification that such Lender has become, or has a direct or indirect parent company that is, (i) insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, (ii) other than via an Undisclosed Administration, the subject of a bankruptcy, insolvency, reorganization, liquidation or similar
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its direct or indirect parent company, or such Lender or its direct or indirect parent company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment, (iii) the subject of a Bail-In Action or (e) is a GBSA Lender with respect to which a GBSA Initial Notice has been given; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority or instrumentality so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19(b)) upon such determination (and the Administrative Agent shall deliver written notice of such determination to the Borrower, each Issuing Bank and each Lender and each Swingline Lender).
“Designated Obligations” means all obligations of the Borrower with respect to (a) principal of and interest on the Loans and (b) accrued and unpaid fees under the Loan Documents.
“Designated Swap” means any total return swap, credit default swap or equity hedging agreement entered into as a means to invest in bonds, notes, loans, debentures or securities on a leveraged basis.
“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that the term “Disposition” or “Dispose” shall not include the disposition of Investments originated by the Borrower and immediately transferred to a Financing Subsidiary pursuant to a transaction not prohibited hereunder or any disposition of a Portfolio Investment received from an Excluded Asset and promptly transferred to another Excluded Asset or any Back-to-Back Transaction pursuant to the terms of Section 6.03(h).
“Disqualified Equity Interests” means any Equity Interest of the Borrower that is not a Permitted Equity Interest.
“Disqualified Assignees and Participants Side Letter” means that certain Side Letter, dated as of the Effective Date, between the Borrower and the Administrative Agent (as amended, restated, modified or otherwise supplemented from time to time with the consent of the Administrative Agent and the Lead Arranger). The Administrative Agent agrees to promptly provide each Lender with (a) the Disqualified Assignees and Participants Side Letter then in effect upon the request of such Lender and (b) any amendments, modifications or other updates to the Disqualified Assignees and Participants Side Letter.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Dollar Commitment” means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make Revolving Loans, and to acquire participations in Letters of Credit and Swingline Loans, denominated in Dollars hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Dollar Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Dollar Commitment is set forth on Schedule 1.01(b), or in the Increasing Lender/Joining Lender Agreement or Assignment and Assumption pursuant to which such Lender shall have assumed its Dollar Commitment, as applicable. The aggregate amount of the Lenders’ Dollar Commitments as of the Third Amendment Effective Date is $265,000,000.
“Dollar Equivalent” means, on any date of determination, with respect to an amount denominated in any Foreign Currency, the amount of Dollars that would be required to purchase such amount of such Foreign Currency on the date two Business Days prior to such date, based upon the spot selling rate at which the Administrative Agent or the applicable Issuing Bank, as applicable, offers to sell such Foreign Currency for Dollars in the Principal Financial Center for such Foreign Currency at approximately 11:00 a.m., Applicable Time, for delivery two Business Days later; provided that the Administrative Agent or such Issuing Bank, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or such Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; provided further that such Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letters of Credit denominated in any Agreed Foreign Currency.
“Dollar LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Dollar Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time. The Dollar LC Exposure of any Lender at any time shall be its Applicable Dollar Percentage of the total Dollar LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Dollar Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices, such Dollar Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
“Dollar Lender” means the Persons listed on Schedule 1.01(b) as having Dollar Commitments and any other Person that shall have become a party hereto pursuant to a Increasing Lender/Joining Lender Agreement or Assignment and Assumption that provides for it to assume a Dollar Commitment or to acquire Revolving Dollar Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
“Dollar Letters of Credit” means Letters of Credit that utilize the Dollar Commitments.
“Dollar Loan” means a Revolving Loan denominated in Dollars.
“Dollars” or “$” refers to lawful money of the United States of America.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“EBITDA” means the consolidated net income of the applicable Person (excluding extraordinary, unusual or non-recurring gains and extraordinary losses (to the extent excluded in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein) in the relevant agreement relating to the applicable Portfolio Investment)) for the relevant period plus, without duplication, the following to the extent deducted in calculating such consolidated net income in the relevant agreement relating to the applicable Portfolio Investment for such period: (i) consolidated interest charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable for such period, (iii) depreciation and amortization expense for such period, and (iv) such other adjustments included in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein) in the relevant agreement relating to the applicable Portfolio Investment, provided that such adjustments are usual and customary and substantially comparable to market terms for substantially similar debt of other similarly situated borrowers at the time such relevant agreements are entered into as reasonably determined in good faith by the Borrower. Notwithstanding the foregoing, EBITDA may be calculated by the Borrower in good faith using information from and calculations consistent with the relevant financial models, pro forma financial statements, compliance statements and financial reporting packages provided by the relevant issuer as per the requirements of the relevant agreement governing a Portfolio Investment.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02), which date is December 24, 2021.
“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests or equivalents (however designated, including any instrument treated as equity for U.S. federal income tax purposes) in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.
“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, and the rules and regulations promulgated thereunder, each as amended or modified from time to time.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code,
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) or (o) of the Code.
“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, other than for the payment of plan contributions or PBGC premiums due but not delinquent under Section 4007 of ERISA; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; or (f) the imposition of Withdrawal Liability on the Borrower or any ERISA Affiliate or the receipt of any notice by the Borrower or any ERISA Affiliate of the insolvency, within the meaning of Title IV of ERISA, of any Multiemployer Plan to which the Borrower or any ERISA Affiliate is obligated to contribute.
“Erroneous Payment” has the meaning assigned to it in Section 8.09(a).
“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 8.09(d).
“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 8.09(d).
“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 8.09(d).
“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 8.09(d).
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“EURIBOR Screen Rate” has the meaning set forth in the definition of “Term Benchmark Rate”.
“Euro” or “€” means a single currency of the Participating Member States.
“Event of Default” has the meaning assigned to such term in Article VII.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Excluded Assets” means the entities identified as Excluded Assets in Schedule 1.01(d) hereto, any Permitted CLO Issuer, CLO Securities and finance lease obligations, SPE Subsidiaries, and any similar assets or entities, in each case, in which any Obligor holds an interest on or after the Effective Date, and, in each case, their respective Subsidiaries, unless, in the case of any such asset or entity, the Borrower designates in writing to the Collateral Agent that such asset or entity is not an Excluded Asset.
“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on (or measured by) such recipient’s net income (however denominated), net profits, franchise Taxes and branch profits or any similar Taxes, in each case, (i) imposed by the United States of America (or any state or political subdivision thereof), or by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) Other Connection Taxes, (b) in the case of a Lender, any Taxes that are U.S. withholding taxes imposed on amounts payable to or for the account of such Lender (i) at the time such Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)) becomes a party to this Agreement (or otherwise acquires an interest in a Loan or Commitment) or designates a new lending office, except in each case to the extent that such Lender’s assignor or such Lender was entitled to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.16, at the time of such assignment or designation (other than to the extent such withholding is as a result of a CAM Exchange), or (ii) that is attributable to such Lender’s failure or inability (other than as a result of a Change in Law occurring after the date such Lender becomes a party to this Agreement) to comply with Section 2.16(f), (c) any U.S. federal, state or local backup withholding Taxes imposed on payments made under any Loan Document, and (d) any withholding Taxes that are imposed under FATCA.
“Existing Notes” means the 2026 Notes-A and the 2026 Notes-B.
“External Manager” means BCSF Advisors LP.
“Extraordinary Receipts” means any cash received by or paid to any Obligor on account of any foreign, United States, state or local tax refunds, pension plan reversions, judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, condemnation awards (and payments in lieu thereof), indemnity payments received not in the ordinary course of business and any purchase price adjustment received not in the ordinary course of business in connection with any purchase agreement and proceeds of insurance (excluding, however, for the avoidance of doubt, proceeds of any issuance of Equity Interests and issuances of Indebtedness by any Obligor); provided that Extraordinary Receipts shall not include any (x) amounts that the Borrower receives from the Administrative Agent or any Lender pursuant to Section 2.16(h), or (y) cash receipts to the extent received from proceeds of insurance, condemnation awards (or payments in lieu thereof), indemnity payments or payments in respect of judgments or settlements of claims, litigation or proceedings to the extent that such proceeds, awards or payments are received by any Person in respect of any unaffiliated third party claim
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
against or loss by such Person and promptly applied to pay (or to reimburse such Person for its prior payment of) such claim or loss and the costs and expenses of such Person with respect thereto.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
“Fee Letter” means that certain fee letter, dated November 23, 2021, among the Borrower, the Administrative Agent and SMBC, as the Lead Arranger and a Lender.
“Final Maturity Date” means May 18, 2029.
“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.
“Financing Subsidiary” means an SPE Subsidiary or an SBIC Subsidiary.
“Floor” means zero percent (0.00%).
“Foreign Currency” means at any time any currency other than Dollars.
“Foreign Currency Equivalent” means, with respect to any amount denominated in Dollars, the amount of any Foreign Currency that could be purchased with such amount of Dollars using the reciprocal of the foreign exchange rate(s) specified in the definition of “Dollar Equivalent”, as reasonably determined by the Administrative Agent.
“Foreign Lender” means any Lender that is not a United States Person.
“Foreign Subsidiary” means any Subsidiary of the Borrower that is a Controlled Foreign Corporation.
“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s (a) Applicable Dollar Percentage of the outstanding Dollar LC Exposure and (b) Applicable Multicurrency Percentage of the outstanding
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Multicurrency LC Exposure, in each case with respect to Letters of Credit issued by such Issuing Bank other than Dollar LC Exposure or Multicurrency LC Exposure, as the case may be, as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.
“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
“GAAP” means generally accepted accounting principles in the United States of America.
“GBSA” has the meaning assigned to such term in Section 9.22.
“GBSA Consultation Notice” has the meaning assigned to such term in Section 9.22.
“GBSA Consultation Period” has the meaning assigned to such term in Section 9.22.
“GBSA Final Notice” has the meaning assigned to such term in Section 9.22.
“GBSA Initial Notice” has the meaning assigned to such term in Section 9.22.
“GBSA Lender” has the meaning assigned to such term in Section 9.22.
“GBSA Obligations” has the meaning assigned to such term in Section 9.22.
“Governmental Authority” means the government of the United States of America, or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supra-national body exercising such powers or functions (such as the European Union or the European Central Bank).
“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; and “Guaranteed” has a meaning correlative thereto;
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
provided that the term Guarantee shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) customary indemnification agreements entered into in the ordinary course of business, provided that such indemnification obligations are unsecured, such Person has determined that any liability thereunder is remote and such indemnification obligations are not the functional equivalent of the guaranty of a payment obligation of the primary obligor. The amount of any Guarantee at any time shall be deemed to be an amount equal to the maximum stated or determinable amount of the primary obligation in respect of which such Guarantee is incurred, unless the terms of such Guarantee expressly provide that the maximum amount for which such Person may be liable thereunder is a lesser amount (in which case the amount of such Guarantee shall be deemed to be an amount equal to such lesser amount).
“Guarantee and Security Agreement” means that certain Guarantee and Security Agreement dated as of the Effective Date among the Borrower, the Administrative Agent, each Subsidiary of the Borrower from time to time party thereto, each holder (or an authorized agent, representative or trustee therefor) from time to time of any Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness, and the Collateral Agent.
“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement (or such other form as shall be reasonably satisfactory to the Collateral Agent) between the Collateral Agent and an entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with the requirements of Section 5.08).
“Hedging Agreement” means any interest rate protection agreement, Designated Swap, total return swap, foreign currency exchange protection agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.
“Immaterial Subsidiaries” means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent statement of assets and liabilities required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their respective Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 5% of the consolidated assets of the Borrower and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their respective Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an amount equal to 5% of the consolidated revenues of the Borrower and its Subsidiaries for such period; provided, further, that the designation of any Subsidiary as an “Immaterial Subsidiary” and any change of any such designation may be made by the Borrower in any Borrowing Base Certificate delivered pursuant to Section 5.01(d) or through the delivery of a certificate of a Financial Officer to the Administrative Agent to such effect at any time.
“Increasing Lender” has the meaning assigned to such term in Section 2.08(e).
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Increasing Lender/Joining Lender Agreement” has the meaning assigned to such term in Section 2.08(e)(ii).
“Incremental Term Commitment” means as to each Incremental Term Lender, the obligation of such Lender to make, on and subject to the terms and conditions hereof, an Incremental Term Loan to the Borrower in Dollars pursuant to Section 2.08(e)(ii)(C) in an aggregate principal amount up to but not exceeding the amount set forth in the applicable Increasing Lender/Joining Lender Agreement. The initial amount of each Lender’s Incremental Term Commitment shall be set forth in the applicable Increasing Lender/Joining Lender Agreement.
“Incremental Term Lender” means each Lender having an Incremental Term Commitment or, as the case may be, an outstanding Incremental Term Loan.
“Incremental Term Loans” means any term loans made by Incremental Term Lenders to the Borrower pursuant to Section 2.08(e)(ii)(C).
“Indebtedness” of any Person means, without duplication, (a) (i) all obligations of such Person for borrowed money or (ii) with respect to deposits or advances of any kind that are required to be to accounted for under GAAP as a liability on the financial statements of such Person (other than deposits received in connection with a portfolio investment (including Portfolio Investments) of such Person in the ordinary course of such Person’s business (including, but not limited to, any deposits or advances in connection with expense reimbursement, prepaid agency fees, other fees, indemnification, work fees, tax distributions or purchase price adjustments)), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments representing extensions of credit, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (excluding accounts payable and accrued expenses and trade accounts incurred in the ordinary course of business), (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable and accrued expenses incurred in the ordinary course of business), (e) all Indebtedness of others secured by any Lien (other than a Lien permitted by Section 6.02(d)) on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (with the amount of such Indebtedness being the lower of the outstanding amount of such Indebtedness and the fair market value of the property subject to such Lien), (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) all obligations of such Person under any Designated Swap, and (i) all Disqualified Equity Interests. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, “Indebtedness” shall not include (i) any revolving commitments, delayed draw term loans or letters of credit for which any Obligor is acting as a lender or issuing lender, as applicable, as part of or in connection with a Portfolio Investment, (ii) any non-recourse liabilities for participation sold by any Person in any
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Bank Loans, (iii) indebtedness of such Person on account of the sale by such Person of the first out tranche of any First Lien Bank Loan that arises solely as an accounting matter under ASC 860, (iv) escrows or purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset or Investment to satisfy unperformed obligations of the seller of such asset or Investment, (v) a commitment arising in the ordinary course of business to make a future Investment or fund the delayed draw or unfunded portion of any existing Investment, (vi) uncalled capital or other commitments of an Obligor in Joint Venture Investments, as well as any letter or agreement requiring any Obligor to provide capital to a Joint Venture Investment or a lender to a Joint Venture Investment, (vii) any accrued incentive, management or other fees to an investment manager or its affiliates (regardless of any deferral in payment thereof), (viii) Hedging Agreements entered into pursuant to Section 6.04(c) and not for borrowed money or (ix) non-recourse liabilities for participations sold by any Person in any Bank Loan.
“Indemnified Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under this Agreement.
“Independent” when used with respect to any specified Person means that such Person (a) does not have any direct financial interest or any material indirect financial interest in the Borrower or any of its Subsidiaries or Affiliates (including its investment advisor or any Affiliate thereof) and (b) is not connected with the Borrower or of its Subsidiaries or Affiliates (including its investment advisor or any Affiliate thereof) as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.
“Industry Classification Group” means (a) any of the classification groups set forth in Schedule 1.01(c) hereto, together with any such classification groups that may be subsequently established by Moody’s and provided by the Borrower to the Administrative Agent, and (b) up to three additional industry group classifications established by the Borrower pursuant to Section 5.12.
“Initial GBSA Termination Date” has the meaning assigned to such term in Section 9.22.
“Initial Term Commitment” means as to each Term Lender, the obligation of such Lender to make, on and subject to the terms and conditions hereof, a Term Loan to the Borrower in Dollars pursuant to Section 2.01(c) in an aggregate principal amount up to but not exceeding the amount set forth opposite the name of such Lender on Schedule 1.01(b). The amount of each Lender’s Initial Term Commitment as of the Third Amendment Effective Date is set forth on Schedule 1.01(b). The aggregate amount of the Lenders’ Initial Term Commitments as of the Third Amendment Effective Date is $40,000,000.
“Initial Term Lender” means each Lender having an Initial Term Commitment or, as the case may be, an outstanding Initial Term Loan.
“Initial Term Loans” means the term loans made by the Lenders to the Borrower pursuant to Section 2.01(c).
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Interest Election Request” means a request by the Borrower to convert or continue a Syndicated Borrowing in accordance with Section 2.07, which, if in writing, shall be in a form approved by the Administrative Agent and signed by the Borrower.
“Interest Payment Date” means (a) with respect to any Syndicated ABR Loan, each Quarterly Date, (b) with respect to any RFR Loan, each Monthly Date, (c) with respect to any Term Benchmark Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at three-month intervals after the first day of such Interest Period and (d) with respect to any Swingline Loan, the day that such Loan is required to be repaid.
“Interest Period” means, for any Term Benchmark Loan or Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is one month, three months or, except with respect to Term Benchmark Loans denominated in Canadian Dollars, six months thereafter or, with respect to such portion of any Term Benchmark Loan or Borrowing denominated in a Foreign Currency that is scheduled to be repaid on the Final Maturity Date, a period of less than one month’s duration commencing on the date of such Loan or Borrowing and ending on the Final Maturity Date, as specified in the applicable Borrowing Request or Interest Election Request; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period (other than an Interest Period pertaining to a Term Benchmark Borrowing denominated in a Foreign Currency that ends on the Final Maturity Date that is permitted to be of less than one month’s duration as provided in this definition) that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.20(d) shall be available for specification in such Borrowing Request or notice of conversion or continuation unless or until it is reinserted pursuant to Section 2.20(d). For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan, and the date of a Syndicated Borrowing comprising Loans that have been converted or continued shall be the effective date of the most recent conversion or continuation of such Loans.
“Investment” means, for any Person: (a) Equity Interests, bonds, notes, debentures or other securities of any other Person or any agreement to acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person (and any rights or proceeds in respect of (x) any “short sale” of securities or (y) any sale of any securities at a time when such securities are not owned by such Person); (b) deposits, advances, loans or other extensions of credit made to any other Person (including purchases of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person, but excluding any advances to employees, officers, directors and consultants of such Borrower or any of its Subsidiaries for expenses in the ordinary course of business); or (c) Hedging Agreements and Designated Swaps.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.
“Investment Policies” means the investment objectives, policies, restrictions and limitations set forth in its Registration Statement, and as the same may be changed, altered, expanded, amended, modified, terminated or restated from time to time in accordance with this Agreement.
“Issuing Bank” means SMBC, MUFG Bank, Ltd. and any other Issuing Bank designated pursuant to Section 2.05(l), in their capacity as the issuers of Letters of Credit hereunder, and their respective successors in such capacity as provided in Section 2.05(j). In the case of any Letter of Credit to be issued in an Agreed Foreign Currency, each Issuing Bank may designate any of its affiliates as the “Issuing Bank” for purposes of such Letter of Credit.
“IVP Supplemental Cap” has the meaning assigned to such term in Section 9.03(a).
“Japanese Yen” means the lawful currency of Japan.
“Joint Venture Investment” means, with respect to any Obligor, (a) any Investment by such Obligor in a joint venture or other investment vehicle in the form of a capital investment, loan or other commitment in or to such joint venture or other investment vehicle pursuant to which such Obligor may be required to provide contributions, investments, or financing to such joint venture or other investment vehicle and which Investment the Borrower has designated in writing as a “Joint Venture Investment” and (b) any Joint Venture Subsidiary.
“Joint Venture Subsidiary” means, with respect to any Obligor, any Investment by such Obligor in a joint venture or other investment vehicle in the form of a capital investment, loan or other commitment in or to such joint venture or other investment vehicle pursuant to which such Obligor may be required to provide contributions, investments, or financing to such joint venture or other investment vehicle which is, under GAAP, consolidated on the financial statements of the Borrower and its Subsidiaries and which Investment the Borrower has designated in writing as a “Joint Venture Subsidiary”.
“LC Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit.
“LC Exposure” means, at any time, the sum of the Dollar LC Exposure and the Multicurrency LC Exposure.
“Lead Arranger” means SMBC.
“Lender NDA” has the meaning assigned to such term in Section 9.04(b)(i).
“Lenders” means, collectively, the Term Lenders, the Dollar Lenders and the Multicurrency Lenders. Unless the context otherwise requires, the term “Lenders” includes each Swingline Lender.
“Letter of Credit” means any letter of credit issued pursuant to this Agreement.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Letter of Credit Collateral Account” has the meaning assigned to such term in Section 2.05(k).
“Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, any application therefor and any other agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations, each as the same may be modified and supplemented and in effect from time to time.
“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance (other than any customary contractual limitation set forth in any agreement that is not prohibited from being entered into hereunder), charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities (other than on market terms at fair value so long as in the case of any Portfolio Investment, the Value used in determining the Borrowing Base is not greater than the purchase or call price), except in favor of the issuer thereof (and, for the avoidance of doubt, in the case of Investments that are loans or other debt obligations, customary or otherwise market restrictions on assignments or transfers, buyout rights, voting rights, right of first offer or refusal thereof pursuant to the underlying documentation of such Investment shall not be deemed to be a “Lien” and in the case of Investments that are securities, excluding customary drag-along, tag-along, buyout rights, voting rights, right of first refusal, restrictions on assignments or transfers and other similar rights in favor of one or more equity holders of the same issuer).
“Loan Documents” means, collectively, this Agreement, the Letter of Credit Documents and the Security Documents.
“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement, including the Syndicated Loans and the Swingline Loans.
“Losses” has the meaning assigned to such term in Section 9.03(b).
“Margin Stock” means “margin stock” within the meaning of Regulations T, U and X.
“Material Adverse Effect” means a material adverse effect on (a) the business, Investments and other assets, liabilities or financial condition of the Borrower or the Borrower and its Subsidiaries (other than Financing Subsidiaries) taken as a whole (excluding in any case a decline in the net asset value of the Borrower or a change in general market conditions or values of the Investments, including the Portfolio Investments) or (b) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Collateral Agent, the Administrative Agent or the Lenders thereunder.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Material Indebtedness” means (a) Indebtedness (other than the Loans, Letters of Credit, Hedging Agreements and Designated Swaps), of any one or more of the Borrower and the Subsidiary Guarantors in an aggregate principal amount exceeding $50,000,000 and (b) obligations in respect of one or more Hedging Agreements or Designated Swaps under which the maximum aggregate amount (giving effect to any netting agreements) that the Borrower and the Subsidiary Guarantors would be required to pay if such Hedging Agreement(s) or such Designated Swap(s) were terminated at such time would exceed $50,000,000.
“Minimum Collateral Amount” means, at any time, with respect to Cash Collateral consisting of Cash or deposit account balances, an amount equal to 100% of the Fronting Exposure of each Issuing Bank with respect to Letters of Credit issued and outstanding at such time.
“Modification Offer” means, to the extent required by the definition of Secured Longer-Term Indebtedness, Special Unsecured Indebtedness or Unsecured Longer-Term Indebtedness, an obligation of the applicable Obligor that will be satisfied if at least ten (10) Business Days (or, such shorter period if ten (10) Business Days is not practicable) prior to the incurrence of such Secured Longer-Term Indebtedness, Special Unsecured Indebtedness or Unsecured Longer-Term Indebtedness, the Borrower shall have provided notice to the Administrative Agent of the terms thereof that do not satisfy the requirements for such type of Indebtedness set forth in the respective definitions in this Agreement, which notice shall contain reasonable detail of the terms thereof and an unconditional offer by the Borrower to amend this Agreement to the extent necessary to satisfy the requirements in the definition of “Secured Longer-Term Indebtedness”, “Special Unsecured Indebtedness” or “Unsecured Longer-Term Indebtedness”, as applicable. If any such Modification Offer is accepted by the Required Lenders within three (3) Business Days of receipt of such offer, this Agreement shall be deemed automatically amended (and, upon the request of the Administrative Agent or the Required Lenders, the Borrower shall promptly enter into a written amendment evidencing such amendment), mutatis mutandis, solely to reflect all or some of such more restrictive provisions, as elected by the Required Lenders. Notwithstanding the foregoing any provision in a Modification Offer (including any associated cure or grace period) incorporated into this Agreement pursuant to the definition of Secured Longer-Term Indebtedness, Special Unsecured Indebtedness or Unsecured Longer-Term Indebtedness, as applicable, shall be deemed automatically deleted from this Agreement at such time as the terms of such other Indebtedness are permanently amended so that such provision no longer applies or the applicable Secured Longer-Term Indebtedness, Special Unsecured Indebtedness or Unsecured Longer-Term Indebtedness is terminated or otherwise no longer in effect. Upon the request of the Borrower, the Lenders shall (at the Borrower’s sole cost and expense) enter into any additional agreement or amendment to this Agreement requested by the Borrower evidencing the amendment or deletion of any such provision in accordance with the terms hereof.
“Monthly Dates” means the last Business Day of each calendar month
“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.
“Multicurrency Commitment” means, with respect to each Multicurrency Lender, the commitment of such Multicurrency Lender to make Revolving Loans, and to acquire participations in Letters of Credit and Swingline Loans, denominated in Dollars and in Agreed
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Foreign Currencies hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Multicurrency Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Multicurrency Commitment is set forth on Schedule 1.01(b), or in the Increasing Lender/Joining Lender Agreement or Assignment and Assumption pursuant to which such Lender shall have assumed its Multicurrency Commitment, as applicable. The aggregate amount of the Lenders’ Multicurrency Commitments as of the Third Amendment Effective Date is $550,000,000.
“Multicurrency LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Multicurrency Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time. The Multicurrency LC Exposure of any Lender at any time shall be its Applicable Multicurrency Percentage of the total Multicurrency LC Exposure at such time. For purposes of computing the amount available to be drawn under any Multicurrency Letter of Credit, the amount of such Multicurrency Letter of Credit shall be determined in accordance with Section 1.05. For all purposes of this Agreement, if on any date of determination a Multicurrency Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices, such Multicurrency Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
“Multicurrency Lender” means the Persons listed on Schedule 1.01(b) as having Multicurrency Commitments and any other Person that shall have become a party hereto pursuant to the Increasing Lender/Joining Lender Agreement or Assignment and Assumption that provides for it to assume a Multicurrency Commitment or to acquire Revolving Multicurrency Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
“Multicurrency Letters of Credit” means Letters of Credit that utilize the Multicurrency Commitments.
“Multicurrency Loan” means a Revolving Loan denominated in Dollars or an Agreed Foreign Currency under the Multicurrency Commitments.
“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA which the Borrower or any ERISA Affiliate has or within the preceding six years had any obligation to make any contributions.
“National Currency” means the currency, other than the Euro, of a Participating Member State.
“Net Cash Proceeds” means:
(a) with respect to any Disposition by the Borrower or any other Obligor, or any Extraordinary Receipt received or paid to the account of the Borrower or any other Obligor
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
(in each case, which requires a payment of the Loans under Section 2.10(d)), an amount equal to (a) the sum of cash and Cash Equivalents received by an Obligor or paid to the account of an Obligor in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) minus (b) the sum of (i) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (ii) the reasonable out-of-pocket fees, costs and expenses incurred by the Borrower or such Obligor in connection with such transaction, (iii) the taxes paid or reasonably estimated to be actually payable within two years of the date of the relevant transaction in connection with such transaction; provided that, if the amount of any estimated taxes pursuant to this clause (iii) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds (as of the date the Borrower determines such excess exists), (iv) any reasonable costs, fees, commissions, premiums and expenses incurred by the Borrower or any other Obligor in connection with such Disposition and (v) reserves for indemnification, purchase price adjustments or analogous arrangements either (x) required by underlying documentation for such Disposition or (y) reasonably estimated by the Borrower or the relevant Obligor in connection with such Disposition; provided that, if the amount of any estimated reserves pursuant to this clause (v) exceeds the amount actually required to be paid in cash in respect of indemnification, purchase price adjustments or analogous arrangements for such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds (as of the date the Borrower determines such excess exists); and
(b) with respect to the sale or issuance of any Equity Interest by the Borrower or any other Obligor (including, for the avoidance of doubt, cash received by the Borrower or any Obligor for the sale by the Borrower or such Obligor of any Equity Interest of a Financing Subsidiary or Foreign Subsidiary, but specifically excluding any sale of any Equity Interest by a Financing Subsidiary or Foreign Subsidiary or cash received by a Financing Subsidiary or Foreign Subsidiary in connection with the sale of any Equity Interest), or the incurrence or issuance of any Indebtedness by the Borrower or any other Obligor (in each case, which requires a payment of the Loans under Section 2.10(d)), an amount equal to (i) the sum of the cash and Cash Equivalents received in connection with such transaction minus (ii) the sum of (1) reasonable out-of-pocket fees, costs and expenses, incurred by the Borrower or such Obligor in connection therewith plus (2) any reasonable costs, fees, commissions, premiums, expenses, or underwriting discounts or commissions incurred by the Borrower or any of other Obligor in connection with such sale or issuance.
“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).
“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender at such time.
“Non-Performing Joint Venture Investment” means a Joint Venture Investment that is not a Performing Joint Venture Investment.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Non-Public Information” means material non-public information (within the meaning of United States federal, state or other applicable securities laws) with respect to Borrower or its Affiliates or their Securities.
“Obligor” means, collectively, the Borrower and the Subsidiary Guarantors.
“Original Currency” has the meaning assigned to such term in Section 2.17.
“Other Connection Taxes” means with respect to the Administrative Agent, any Lender or any Issuing Bank, Taxes imposed by any jurisdiction by reason of the recipient having any present or former connection with such jurisdiction (other than a connection arising solely from entering into, receiving any payment under or enforcing its rights under this Agreement or any other Loan Document or selling or assigning an interest in any Loan or Loan Document).
“Other Covered Indebtedness” means, collectively, Secured Longer-Term Indebtedness, Secured Shorter-Term Indebtedness and Unsecured Shorter-Term Indebtedness; provided that “Other Covered Indebtedness” shall not include any Indebtedness secured by a Lien on Portfolio Investments permitted under Section 6.02(d).
“Other Permitted Indebtedness” means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of any Obligor’s business which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (b) Indebtedness (including Guarantees thereof but excluding Indebtedness for borrowed money) arising in connection with transactions in the ordinary course of any Obligor’s business in connection with its purchasing of securities, loans, derivatives transactions, reverse repurchase agreements or dollar rolls to the extent such transactions are permitted under the Investment Company Act and the Borrower’s Investment Policies (after giving effect to any Permitted Policy Amendments); provided that, such Indebtedness does not arise in connection with the purchase of Investments other than Cash Equivalents and U.S. Government Securities, (c) Indebtedness in respect of judgments or awards so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII, (d) [reserved], (e) Indebtedness which may be deemed to exist pursuant to any performance bonds, surety bonds, statutory bonds, appeal bonds or similar obligations incurred in the ordinary course of business, (f) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts incurred in the ordinary course of business, (g) Indebtedness consisting of the obligations of suppliers, customers, franchisees and licensees of the Obligors and their Subsidiaries in the ordinary course of business, (h) Indebtedness consisting of deferred purchase price or notes issued to partners, members, officers, directors and employees to purchase or redeem the Securities (or option or warrants or similar instruments) held by such partners, members, officers, directors and employees, (i) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made hereunder, (j) real estate lease or mortgage obligations incurred in the ordinary course of business, (k) contingent obligations resulting from the endorsement of instruments for collection in the ordinary course of business and (l)(i) Indebtedness of an Obligor to or from another Obligor or (ii) Indebtedness of the Borrower or any other Obligor to a SPE Subsidiary or a Permitted CLO Issuer entered into not in violation of this Agreement and to the extent a court determines a transfer of assets (including participations) from such Obligor to such SPE Subsidiary or Permitted CLO Issuer did not constitute a true sale,
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
provided that, with respect to this clause (ii), the holders of such Indebtedness have recourse only to the assets purported to be transferred (or in the case of participations, the portfolio investments that such participation interest relates to) to such SPE Subsidiary or Permitted CLO Issuer or counterparty, as applicable, and to no other assets of the Obligors in connection with such Indebtedness.
“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, excluding any such Taxes that are Other Connection Taxes resulting from an assignment by any Lender in accordance with Section 9.04 hereof (unless such assignment is made pursuant to Section 2.18(b)).
“Participant” has the meaning assigned to such term in Section 9.04(f).
“Participant Register” has the meaning assigned to such term in Section 9.04(f).
“Participating Member State” means any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with the legislation of the European Union relating to the European Monetary Union.
“PATRIOT Act” shall mean United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“Payment Recipient” has the meaning assigned to it in Section 8.09(d).
“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
“Periodic Term CORRA Determination Day” has the meaning specified in the definition of “Term CORRA”.
“Performing Joint Venture Investments” means Joint Venture Investments which are Performing.
“Periodic Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.
“Permitted CLO Issuer” means any issuer of CLO Securities (or such entity’s parent, general partner or other managing entity) that has acquired any Investments from an Obligor; provided that:
(i) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such issuer (i) is Guaranteed by any Obligor (other than Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or obligates any Obligor in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
property of any Obligor (other than property that has been contributed or sold, purported to be sold or otherwise transferred to such Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof,
(ii) no Obligor has any material contract, agreement, arrangement or understanding with such issuer (excluding customary sale and contribution agreements entered into with a single purpose entity that is structured to be bankruptcy remote) other than on terms, taken as a whole, not materially less favorable to such Obligor than those that might be obtained at the time from Persons that are not Affiliates of any Obligor, other than fees payable in the ordinary course of business in connection with servicing receivables or financial assets and pursuant to Standard Securitization Undertakings, and
(iii) to which no Obligor has any obligation to maintain or preserve such issuer’s financial condition or cause such entity to achieve certain levels of operating results.
“Permitted Convertible Indebtedness” means Indebtedness incurred by an Obligor that is convertible solely into Permitted Equity Interests of the Borrower.
“Permitted Equity Interests” means common stock of the Borrower that after its issuance is not subject to any agreement between the holder of such common stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate any such common stock at any time prior to the first anniversary of the Final Maturity Date (as in effect from time to time).
“Permitted Liens” means (a) Liens imposed by any Governmental Authority for Taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower or the applicable Obligor in accordance with GAAP; (b) Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary course of business; provided that, such Liens (i) attach only to the securities (or proceeds) being purported to be purchased or sold and (ii) secure only obligations incurred in connection with such purchase or sale, and not any obligation in connection with margin financing; (c) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmens’, landlord, storage and repairmen’s Liens and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money); (d) Liens incurred or pledges or deposits made to secure obligations incurred in the ordinary course of business under workers’ compensation laws, unemployment insurance or other similar social security legislation (other than Liens imposed by the PBGC in respect of employee benefit plans subject to Title IV of ERISA) or to secure public or statutory obligations; (e) Liens securing the performance of, or payment in respect of, bids, insurance premiums, deductibles or co-insured amounts, tenders, government or utility contracts (other than for the repayment of borrowed money), surety, stay, customs and appeal bonds and other obligations of a similar nature incurred in the ordinary course of business; (f) Liens arising out of judgments or awards so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII; (g) customary rights of setoff, banker’s lien, security interest or other like right upon (i) deposits of cash in favor of banks or other depository institutions in which such cash is maintained in the ordinary course of business, (ii) cash and financial assets held in securities
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
accounts in favor of banks and other financial institutions with which such accounts are maintained in the ordinary course of business and (iii) assets held by a custodian in favor of such custodian in the ordinary course of business securing payment of fees, indemnities, charges for returning items and other similar obligations; (h) Liens arising solely from precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdictions in respect of operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business or in respect of assets purported to be sold or otherwise contributed or disposed to any Person in a transaction not prohibited by this Agreement; (i) deposits of money securing leases to which an Obligor is a party as lessee made in the ordinary course of business; (j) easements, rights of way, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not interfere with or affect in any material respect the ordinary course conduct of the business of the Borrower or any of its Subsidiaries; (k) Liens in favor of any escrow agent solely on and in respect of any cash earnest money deposits made by any Obligor in connection with any letter of intent or purchase agreement (to the extent that the acquisition or disposition with respect thereto is otherwise not prohibited hereunder); (l) any restrictions on the sale or disposition of assets arising from a loan sale agreement (including a loan sale agreement between or among one or more Obligors with one or more Excluded Assets or with respect to any asset subject to a Back-to-Back Transaction; provided such restrictions with respect to this clause (l) do not adversely affect the enforceability of the Collateral Agent’s first-priority security interest on any Collateral); (m) any interest or title of a lessor under any lease entered into by any Obligor or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased; (n) leases or subleases, licenses or sublicenses granted to other Persons not materially interfering with the conduct of the business of the Obligors or any of their Subsidiaries; (o) Liens on assets not constituting Collateral with respect to obligations contemplated by clause (l) of the definition of “Other Permitted Indebtedness”; (p) Liens of a collection bank arising under Section 4-210 of the UCC on items in the ordinary course of collection; (q) Liens encumbering reasonable and customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred and not as a means to speculate; (r) any buyout right of Antares Midco Inc. or its Affiliates to purchase a Portfolio Investment or other asset pursuant to the Relationship Agreement; and (s) Liens on any assets (other than Collateral) securing Indebtedness under clauses (e) and (h) of the definition of “Other Permitted Indebtedness”.
“Permitted Policy Amendment” means any change, alteration, expansion, amendment, modification, termination, restatement or replacement of the Investment Policies that is one of the following: (a) approved in writing by the Administrative Agent (with the consent of the Required Lenders), (b) required by applicable law, rule, regulation or Governmental Authority, or (c) not materially adverse to the rights, remedies or interests of the Lenders in the reasonable discretion of the Administrative Agent (for the avoidance of doubt, no change, alteration, expansion, amendment, modification, termination or restatement of the Investment Policies shall be deemed “materially adverse” if investment size proportionately increases as the size of the Borrower’s capital base changes).
“Permitted SBIC Guarantee” means a guarantee by one or more Obligors of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form (or the applicable form at the time such guarantee was entered into); provided that the recourse to the Borrower thereunder is expressly limited only to periods after the occurrence of an event or condition that is an
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
impermissible change in the control of such SBIC Subsidiary (it being understood that, as provided in clause (s) of Article VII, it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse occurs).
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Platform” has the meaning set forth in Section 5.01(i).
“Portfolio Investment” means any Investment (including any Participation Interest) held by the Obligors in their asset portfolio (and solely for purposes of determining the Borrowing Base and of clause (p) of Article VII, Cash or Cash Equivalents, and excluding Cash pledged as cash collateral for Letters of Credit). Without limiting the generality of the foregoing, the following Investments shall not be considered Portfolio Investments under this Agreement or any other Loan Document: (a) any Investment that has not been originated in compliance in all material respects with the Investment Policies as in effect as of the date of its purchase, (b) any Investment by an Obligor in any Subsidiary, Affiliate or joint venture of such Obligor (including, for the avoidance of doubt, any Joint Venture Investment); (c) any Investment that provides in favor of the underlying obligor in respect of such Portfolio Investment an express right of rescission, set-off, counterclaim or any other defenses; (d) any Investment, which if debt, is an obligation (other than the unused portion of a revolving loan or delayed draw term loan) pursuant to which any future advances or payments to the underlying obligor of such debt may be required to be made by the applicable Obligor; (e) any Investment which is, as of the date of the making of such Investment, made to a bankrupt entity (other than a debtor-in-possession financing and current pay obligations), even if such Investment is not currently paying; (f) any Investment, Cash or account in which a Financing Subsidiary has an interest, in each case, only to the extent of such interest; (g) any Investment that is not owned by an Obligor free and clear of any Liens (except for Permitted Liens); (h) any Investment that is an Excluded Asset or any Investment in an Excluded Asset; (i) any Portfolio Investments that have been contributed or sold, purported to be contributed or sold or otherwise transferred to any Excluded Asset, or held by any Immaterial Subsidiary, Joint Venture Subsidiary or Controlled Foreign Corporation that is not a Subsidiary Guarantor pursuant to a transaction not prohibited hereunder; and (j) to the extent of such participation, any Investment in which any Obligor has sold a participation therein to a Person that is not an Obligor.
“Prime Rate” means the rate which is quoted as the “prime rate” in the print edition of The Wall Street Journal, Money Rates Section.
“Principal Financial Center” means, in the case of any Foreign Currency, the principal financial center where such Currency is cleared and settled, as determined by the Administrative Agent.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Public Lender” means Lenders that do not wish to receive Non-Public Information with respect to the Borrower or any of its Subsidiaries or their Securities.
“Quarterly Dates” means the last Business Day of March, June, September and December in each year, commencing on December 31, 2021.
“Quoted Investments” has the meaning set forth in Section 5.12(b)(ii)(A).
“Register” has the meaning set forth in Section 9.04(c).
“Registration Statement” means the Registration Statement filed by the Borrower with the SEC on February 9, 2021.
“Regulations D, T, U and X” means, respectively, Regulations D, T, U and X of the Board, as the same may be modified and supplemented and in effect from time to time.
“Relationship Agreement” means the Second Amended and Restated Relationship Agreement, dated January 29, 2020, among Bain Capital Credit, LP, the External Manager, Antares Capital LP and Antares Holdings LP.
“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective partners, directors, officers, managers, employees, agents, advisers and other representatives of such Person and such Person’s Affiliates.
“Relevant Asset Coverage Ratio” means, as of any date, the Asset Coverage Ratio as of the most recent Quarterly Date.
“Relevant Governmental Body” means (a) with respect to a Benchmark Replacement in respect of obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board and/or the Federal Reserve Bank of New York or any successor thereto, (b) with respect to a Benchmark Replacement in respect of obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Canadian Dollars, the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada or, in each case, any successor thereto, (c) with respect to a Benchmark Replacement in respect of obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (d) with respect to a Benchmark Replacement in respect of obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto and (e) with respect to a Benchmark Replacement in respect of obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, any Currency other than Dollars, Canadian Dollars, Sterling or Euros, (1) the central bank for the Currency in which
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
such obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working group or committee officially endorsed or convened by (A) the central bank for the Currency in which such obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, (B) any central bank or other supervisor that is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof.
“Required Lenders” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures and unused Commitments at such time. The Required Lenders of a Class (which shall include the terms “Required Dollar Lenders” and “Required Multicurrency Lenders”) means, at such time, Lenders having Credit Exposures and unused Commitments of such Class representing more than 50% of the sum of the total Credit Exposures and unused Commitments of such Class at such time. Notwithstanding the foregoing, the Credit Exposure and unused Commitments of any Defaulting Lender shall be disregarded in the determination of Required Lenders or Required Lenders of a Class.
“Required Revolving Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Revolving Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Revolving Commitments at such time. Notwithstanding the foregoing, the Revolving Credit Exposure and unused Revolving Commitments of any Defaulting Lender shall be disregarded in the determination of Required Revolving Lenders.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of an Obligor.
“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of capital stock of the Borrower or any of other Obligor, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of capital stock of the Borrower or any option, warrant or other right to acquire any such shares of capital stock (other than any equity awards granted to employees, officers, directors and consultants of the Borrower or any of its Affiliates); provided, for clarity, neither the conversion or settlement of convertible debt into capital stock nor the purchase, redemption, retirement, acquisition, cancellation or termination of convertible debt made solely with capital stock (other than interest or expenses or fractional shares, which may be payable in cash) shall be a Restricted Payment hereunder.
“Retention Holder” means any Person that is the designated retention holder for purposes of satisfying U.S. or EU risk retention rules and that is not entitled to receive any
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
management fees and otherwise has no material assets or liabilities other than in connection with its activities as a retention holder.
“Return of Capital” means (a) any net cash amount received by any Obligor in respect of the outstanding principal of any Investment (whether at stated maturity, by acceleration or otherwise), but not including any prepayment of a revolver that does not permanently reduce the related commitments, (b) without duplication of amounts received under clause (a), any net cash proceeds received by any Obligor from the sale of any property or assets pledged as collateral in respect of any Investment to the extent such net cash proceeds are less than or equal to the outstanding principal balance of such Investment, (c) any net cash amount received by any Obligor in respect of any Investment that is an Equity Interest (x) upon the liquidation or dissolution of the issuer of such Investment, (y) as a distribution of capital made on or in respect of such Investment, or (z) pursuant to the recapitalization or reclassification of the capital of the issuer of such Investment or pursuant to the reorganization of such issuer or (d) any similar return of capital received by any Obligor in cash in respect of any Investment; provided that, in the case of clauses (a), (b), (c) and (d) of this definition, net of any fees, costs, commissions, premiums, expenses and taxes payable or reasonably estimated to be payable with respect thereto (including reasonable legal fees and expenses).
“Revolving Commitments” means, collectively, the Dollar Commitments and the Multicurrency Commitments.
“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Dollar Credit Exposure and Revolving Multicurrency Credit Exposure at such time.
“Revolving Dollar Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans, and its LC Exposure and Swingline Exposure, at such time made or incurred under the Dollar Commitments.
“Revolving Lenders” means the Dollar Lenders and the Multicurrency Lenders.
“Revolving Loans” means the revolving loans made by the Lenders to the Borrower pursuant to Section 2.01(a) or (b).
“Revolving Multicurrency Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans, and its LC Exposure and Swingline Exposure, at such time made or incurred under the Multicurrency Commitments.
“Revolving Percentage” means, as of any date of determination, the result, expressed as a percentage, of the Revolving Credit Exposure on such date divided by the aggregate outstanding Covered Debt Amount on such date.
“RFR”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, bearing interest at a rate determined by reference to Daily Simple RFR.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“RFR Applicable Credit Adjustment Spread” means 0.0326%.
“RFR Business Day” means, for any Loans, Borrowings, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London.
“RFR Interest Day” has the meaning specified in the definition of “Daily Simple RFR”.
“RFR Reference Day” has the meaning specified in the definition of “Daily Simple RFR”.
“RIC” means a person qualifying for treatment as a “regulated investment company” under the Code.
“S&P” means S&P Global Ratings or any successor thereto.
“Sanctioned Country” means, at any time, a country, territory or region that is the subject or the target of country-wide or territory-wide Sanctions broadly prohibiting dealings with such country, territory or region (as of the Third Amendment Effective Date, Cuba, Iran, North Korea and Syria, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and so-called Luhansk People’s Republic and non-government-controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine).
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by the United Nations Security Council, the European Union or any European Union member state or subject to or the subject or target of Sanctions, (b) any Person located, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clause (a) or (b). For purposes of this definition, “Person” shall include a vessel.
“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the United States of America (including the Office of Foreign Assets Control of the U.S. Department of the Treasury and the U.S. Department of State), the United Nations Security Council, the European Union or any member state thereof, His Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority having jurisdiction over the Borrower or its Subsidiaries or any Lender.
“SBA” means the United States Small Business Administration or any Governmental Authority succeeding to any or all of the functions thereof.
“SBIC Equity Commitment” means a commitment by the Borrower to make one or more capital contributions to an SBIC Subsidiary.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“SBIC Subsidiary” means any direct or indirect Subsidiary (including such Subsidiary’s general partner or managing entity to the extent that the only material asset of such general partner or managing entity is its equity interest in the SBIC Subsidiary) of any Obligor licensed as a small business investment company under the Small Business Investment Act of 1958, as amended (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted), and which is designated by the Borrower (as provided below) as an SBIC Subsidiary, so long as (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Subsidiary: (i) is Guaranteed by any Obligor (other than a Permitted SBIC Guarantee or analogous commitment), (ii) is recourse to or obligates any Obligor in any way (other than in respect of any SBIC Equity Commitment, Permitted SBIC Guarantee or analogous commitment), or (iii) subjects any property of any Obligor, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than Equity Interests in any SBIC Subsidiary pledged to secure such Indebtedness, and (b) no Obligor has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such entity to achieve certain levels of operating results (other than in respect of any SBIC Equity Commitment, Permitted SBIC Guarantee or analogous commitment). Any such designation by the Borrower shall be effected pursuant to a certificate of a Responsible Officer delivered to the Administrative Agent, which certificate shall include a statement to the effect that, to the best of such officer’s knowledge, such designation complied with the foregoing conditions.
“SEC” means the United States Securities and Exchange Commission or any successor thereto.
“Secured Longer-Term Indebtedness” means, as at any date, Indebtedness (other than Indebtedness hereunder) of any Obligor (which may be Guaranteed by any other Obligor) that is secured by any assets of any Obligor that (a) has no scheduled amortization prior to (other than for amortization in an amount not greater than 1% of the aggregate initial principal amount of such Indebtedness per year; provided that amortization in excess of 1% per year shall be permitted so long as the amount of such amortization in excess of 1% is permitted to be incurred pursuant to Section 6.01(i), (m), (n) or (o)), and a final maturity date not earlier than, six (6) months after the Final Maturity Date (it being understood that none of: (i) the conversion features under convertible notes into Permitted Equity Interests; (ii) the triggering and/or settlement thereof solely with Permitted Equity Interests, except in the case of interest expense or fractional shares (which may be payable in Cash or Cash Equivalents); (iii) any customary voluntary prepayment provisions permitted by the terms thereof; or (iv) any customary mandatory prepayment that is contingent upon the happening of an event that is not certain to occur (including, without limitation a change of control or bankruptcy), in any case shall constitute “amortization” for the purposes of this definition)), (b) is incurred pursuant to terms that are substantially comparable to market terms for substantially similar debt of other similarly situated borrowers as reasonably determined in good faith by the Borrower or, if such transaction is not one in which there are market terms for substantially similar debt of other similarly situated borrowers, on terms that are negotiated in good faith on an arm’s length basis (except, in each case, other than financial covenants, covenants governing the borrowing base, if any, portfolio valuations and events of default (other than events of default customary in indentures or similar instruments that have no analogous provisions in this Agreement or credit agreements generally), which shall be not materially more restrictive upon the Borrower and its Subsidiaries, while any Loans or the Commitments are outstanding, than
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
those set forth in this Agreement (it being understood that put rights or repurchase or redemption obligations (x) in the case of convertible securities, in connection with the suspension or delisting of the Capital Stock of the Borrower or the failure of the Borrower to satisfy a continued listing rule with respect to its Capital Stock or (y) arising out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note offerings) or an Event of Default shall not be deemed to be more restrictive for purposes of this definition)); provided that, any Obligor may incur any Secured Longer-Term Indebtedness that otherwise would not meet the requirements set forth in this clause (b) if it has duly made a Modification Offer and (c) is not secured by any assets of any Obligor other than pursuant to this Agreement or the Security Documents and the holders of which (or an authorized agent, representative or trustee of such holders) have either executed (i) a joinder agreement to the Guarantee and Security Agreement or (ii) such other document or agreement, in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent, pursuant to which the holders (or an authorized agent, representative or trustee of such holders) of such Secured Longer-Term Indebtedness shall have become a party to the Guarantee and Security Agreement and assumed the obligations of a Financing Agent or Designated Indebtedness Holder (in each case, as defined in the Guarantee and Security Agreement); provided that Indebtedness arising under any Hedging Agreement or Designated Swap shall not constitute Secured Longer-Term Indebtedness hereunder.
“Secured Shorter-Term Indebtedness” means, collectively, (a) any Indebtedness of an Obligor (which may be Guaranteed by any other Obligor) that is secured by any assets of any Obligor and that does not constitute Secured Longer-Term Indebtedness and that is not secured by any assets of any Obligor other than pursuant to this Agreement or the Security Documents and the holders of which (or an authorized agent, representative or trustee of such holders) have either executed (i) a joinder agreement to the Guarantee and Security Agreement or (ii) such other document or agreement, in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent, pursuant to which the holders (or an authorized agent, representative or trustee of such holders) of such Secured Shorter-Term Indebtedness shall have become a party to the Guarantee and Security Agreement and assumed the obligations of a Financing Agent or Designated Indebtedness Holder (in each case, as defined in the Guarantee and Security Agreement) and (b) any Indebtedness that is designated as “Secured Shorter-Term Indebtedness” pursuant to Section 6.11(a); provided that Indebtedness arising under any Hedging Agreement or Designated Swap shall not constitute Secured Shorter-Term Indebtedness hereunder.
“Security Documents” means, collectively, the Guarantee and Security Agreement and all other assignments, pledge agreements, security agreements, control agreements and other instruments executed and delivered on or after the Effective Date by any of the Obligors pursuant to the Guarantee and Security Agreement or otherwise providing or relating to any collateral security for any of the Secured Obligations under and as defined in the Guarantee and Security Agreement.
“Shareholders’ Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of shareholders equity for the Borrower and its Subsidiaries at such date.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Significant Subsidiary” means (a) any Obligor or (b) any other Subsidiary that, on a consolidated basis with its Subsidiaries, has aggregate assets or aggregate revenues greater than the greater of $50,000,000 and 5% of the aggregate assets or aggregate revenues of the Borrower and its Subsidiaries, taken as a whole, as of the end of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable.
“SMBC” means Sumitomo Mitsui Banking Corporation.
“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“SONIA” means a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator.
“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).
“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
“SPE Subsidiary” means:
(a) a direct or indirect Subsidiary of the Borrower or any other Obligor to which any Obligor sells, conveys or otherwise transfers (whether directly or indirectly) Cash, Cash Equivalents or Investments, which engages in no material activities other than in connection with the purchase, holding, disposition or financing of such assets and which is designated by the Borrower (as provided below) as an SPE Subsidiary, so long as:
(i) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Subsidiary (i) is Guaranteed by any Obligor (other than Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or obligates any Obligor in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property of any Obligor (other than (x) property that has been contributed or sold, purported to be sold or otherwise transferred to such Subsidiary or (y) Equity Interests in such Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof,
(ii) no Obligor has any material contract, agreement, arrangement or understanding with such Subsidiary (excluding customary sale and contribution agreements entered into with a single purpose entity that is structured to be bankruptcy remote and master participation agreements) other than on terms, taken as a whole, not materially less favorable to such Obligor than those that might be obtained at the time from
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Persons that are not Affiliates of any Obligor, other than fees payable in the ordinary course of business in connection with servicing receivables or financial assets and pursuant to Standard Securitization Undertakings, and
(iii) to which no Obligor has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results, other than pursuant to Standard Securitization Undertakings; and
(b) a direct or indirect Subsidiary of the Borrower designated by the Borrower (as provided below) as an SPE Subsidiary and which meets the following criteria:
(i) such Subsidiary is the direct or indirect parent of any SPE Subsidiary;
(ii) such Subsidiary engages in no activities and has no assets (other than in connection with the transfer of assets to and from any SPE Subsidiary referred to in clause (a), its ownership of all of the Equity Interests of any SPE Subsidiary referred to in clause (a), any contracts, agreements or arrangements not prohibited by clause (iii) below and Standard Securitization Undertakings) or liabilities (other than in connection with any contracts, agreements or arrangements not prohibited by clause (iii) below and Standard Securitization Undertakings);
(iii) no Obligor has any material contract, agreement, arrangement or understanding with such Subsidiary other than on terms, taken as a whole, not materially less favorable to such Obligor than those that might be obtained at the time from persons that are not affiliates of any Obligor, other than fees payable in the ordinary course of business in connection with servicing receivables or financial assets and pursuant to any Standard Securitization Undertakings; and
(iv) no Obligor has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such entity to achieve certain levels of operating results, other than pursuant to Standard Securitization Undertakings.
Any such designation of a SPE Subsidiary by the Borrower shall be effected pursuant to a certificate of a Responsible Officer delivered to the Administrative Agent, which certificate shall include a statement to the effect that, to the best of such Responsible Officer’s knowledge, such designation complies with the conditions set forth in clause (a) or (b) above, as applicable. Each Subsidiary of an SPE Subsidiary shall be deemed to be an SPE Subsidiary and shall comply with the foregoing requirements of clause (a) or (b) of this definition, as applicable.
As of the Third Amendment Effective Date, each of BCC Middle Market CLO 2019-1, Ltd. and BCC Middle Market 2019-1 Co-Issuer, LLC is an SPE Subsidiary.
“SPE Subsidiary Recourse Obligation” has the meaning assigned to such term in the definition of “Standard Securitization Undertakings”.
“Special Equity Interest” means any Equity Interest that is subject to a Lien in favor of creditors of the issuer of such Equity Interest; provided that (a) such Lien was created to secure
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Indebtedness owing by such issuer or issuer’s affiliates to such creditors, (b) such Indebtedness was (i) in existence and already secured by such Lien at the time the Obligors acquired such Equity Interest, (ii) incurred or assumed by such issuer and secured by such Lien substantially contemporaneously with such acquisition) or (iii) a refinancing of the Indebtedness described in the foregoing clause (i) or clause (ii) and (c) unless such Equity Interest is not intended to be included in the Collateral, the documentation creating or governing such Lien does not prohibit the inclusion of such Equity Interest in the Collateral.
“Special Unsecured Indebtedness” means unsecured Indebtedness of an Obligor (which may be Guaranteed by any other Obligor) that (a) has no scheduled amortization prior to other than for amortization in an amount not greater than 1% of the aggregate initial principal amount of such Indebtedness per annum, provided that amortization in excess of 1% per annum shall be permitted so long as the amount of such amortization in excess of 1% is permitted to be incurred pursuant to Section 6.01(m) or Section 6.01(o) hereof and a final maturity date not earlier than the Final Maturity Date (it being understood that none of: (i) the conversion features under convertible notes into Permitted Equity Interests; (ii) the triggering and/or settlement thereof solely with Permitted Equity Interests, except in the case of interest expense or fractional shares (which may be payable in Cash or Cash Equivalents); (iii) any customary voluntary prepayment provisions permitted by the terms thereof; or (iv) any customary mandatory prepayment that is contingent upon the happening of an event that is not certain to occur (including, without limitation, a change of control or bankruptcy), in any case shall constitute “amortization” for purposes of this definition), (b) is incurred pursuant to terms that are substantially comparable to (or more favorable to such Obligor than) market terms for substantially similar debt of other similarly situated borrowers as reasonably determined in good faith by the Borrower or, if such transaction is not one in which there are market terms for substantially similar debt of other similarly situated borrowers, on terms that are negotiated in good faith on an arm’s length basis (except, in each case, other than financial covenants, covenants governing the borrowing base and events of default (other than events of default customary in indentures or similar instruments that have no analogous provisions in this Agreement or credit agreements generally), which shall be not materially more restrictive upon the Borrower and its Subsidiaries, while any Loans or the Commitments are outstanding, than those set forth in this Agreement (it being understood that put rights or repurchase or redemption obligations (x) in the case of convertible securities, in connection with the suspension or delisting of the capital stock of the Borrower or the failure of the Borrower to satisfy a continued listing rule with respect to its capital stock or (y) arising out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note offerings) or be an Event of Default shall not be deemed to be more restrictive for purposes of this definition); provided that, any Obligor may incur any Unsecured Longer-Term Indebtedness that otherwise would not meet the requirements set forth in this clause (b) if it has duly made a Modification Offer and (c) that is not secured by any assets of any Obligor. For the avoidance of doubt the conversion of all or any portion of any Permitted Convertible Indebtedness constituting Special Unsecured Indebtedness into Permitted Equity Interests in accordance with Section 6.12(a), shall not cause such Indebtedness to be designated as Special Unsecured Indebtedness hereunder.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Specified Default” means any Default that has occurred and is continuing (other than a Contingent Borrowing Base Deficiency for which the grace and/or cure period in Section 2.10(c)(ii) has not expired).
“Specified Purchase” has the meaning assigned to such term in Section 2.08(e)(i)(E).
“Specified Purchase Agreement Representations” means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).
“Specified Representations” means the representations and warranties of the Borrower set forth in Section 3.01 (relating to corporate existence and corporate power and authority of the Obligors); Section 3.02 (relating to enforceability of the Loan Documents); Section 3.03(b) (relating to no conflicts with organizational documents (limited to the execution, delivery and performance of the Loan Documents, incurrence of Indebtedness thereunder and the granting of guarantees and security interests in respect thereof)); Section 3.10; Section 3.15; and Section 3.17.
“Specified Target” has the meaning assigned to such term in Section 2.08(e)(i)(E).
“Standard Securitization Undertakings” means, collectively, (a) customary arms-length servicing obligations (together with any related performance guarantees), (b) obligations (together with any related performance guarantees) to refund the purchase price or grant purchase price credits for dilutive events or misrepresentations (in each case unrelated to the collectability of the assets sold or the creditworthiness of the associated account debtors), (c) representations, warranties, covenants and indemnities (together with any related performance guarantees) of a type that are reasonably customary in middle market, broadly syndicated or commercial loan market, accounts receivable securitizations, securitizations of financial assets or collateralized loan obligations or loans to special purpose vehicles, including those owed to customary third party service providers in connection with such transactions, such as rating agencies and accountants, (d) obligations (together with any related performance guarantees) under any customary “bad boy” guarantee, and (e) obligations under customary limited recourse guarantees; provided, however, that any such guarantee described in this clause (e) shall not exceed 10% of the aggregate unfunded commitments plus outstandings under the applicable loan (any such guarantee described in this clause (e), a “SPE Subsidiary Recourse Obligation”).
“Statutory Reserve Rate” means, for any applicable Interest Period for any Term Benchmark Borrowing in Euros, a fraction (expressed as a decimal), the numerator of which is the
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
number one and the denominator of which is the number one minus the arithmetic mean, taken over each day in such Interest Period, of the aggregate of the applicable maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to Regulation D. Term Benchmark Loans denominated in Euros shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
“Sterling” or “£” means the lawful currency of the United Kingdom.
“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Anything herein to the contrary notwithstanding, the term “Subsidiary” shall not include any Person that constitutes an Investment held by any Obligor in the ordinary course of business and that is not, under GAAP, consolidated on the financial statements of the Borrower and its Subsidiaries. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.
“Subsidiary Guarantor” means any Subsidiary that is a Guarantor under the Guarantee and Security Agreement. It is understood and agreed that no Excluded Assets, Financing Subsidiary, Immaterial Subsidiary, Joint Venture Subsidiary, Foreign Subsidiary or Subsidiary of a Foreign Subsidiary shall be a Subsidiary Guarantor.
“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of (a)(i) its Applicable Dollar Percentage of the total Swingline Exposure at such time incurred under the Dollar Commitments and (ii) its Applicable Multicurrency Percentage of the total Swingline Exposure at such time incurred under the Multicurrency Commitments at such time (excluding, for purpose of this clause (a), in the case of any Lender that is a Swingline Lender, Swingline Loans made by it that are outstanding at such time to the extent that the other Lenders under such Lender’s Class of Commitments shall not have funded their participations in such Swingline Loans), adjusted, in each case, to give effect to any reallocation under Section 2.19 of the Swingline Exposure of Defaulting Lenders in effect at such time, plus (b) in the case of any Lender that is a Swingline Lender, the aggregate principal amount of all Swingline Loans made
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
by such Lender outstanding at such time, less the amount of participations funded by the other Lenders under such Lender’s Class of Commitments in such Swingline Loans.
“Swingline Lender” means any of SMBC or MUFG Bank, Ltd., in its capacity as lender of Swingline Loans hereunder, and its successors in such capacity as provided in Section 2.04(d).
“Swingline Loan” means a Loan made pursuant to Section 2.04.
“Syndicated”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, made pursuant to Section 2.01.
“T2” means the real time gross settlement system operated by the Eurosystem, or any successor system as determined by the Administrative Agent to be a suitable replacement.
“TARGET Day” means any day on which the T2 is open for the settlement of payments in Euros.
“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings (including backup withholding), assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term Benchmark”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, bearing interest at a rate determined by reference to the Adjusted Term Benchmark Rate.
“Term Benchmark Banking Day” means for Term Benchmark Loans, Term Benchmark Borrowings, interest, fees, commissions or other amounts denominated in, or calculated with respect to:
(a) Dollars, a U.S. Government Securities Business Day;
(b) Euros, a TARGET Day;
(c) Canadian Dollars, any day (other than a Saturday or Sunday) on which banks are open for business in Toronto, Canada;
(d) Japanese Yen, any day (other than a Saturday or Sunday) on which banks are open for business in Tokyo, Japan; or
(e) Australian Dollars, any day (other than a Saturday or Sunday) on which banks are open for business in Melbourne, Australia.
“Term Benchmark Rate” means, for any Interest Period:
(a) in the case of Term Benchmark Borrowings denominated in Dollars, Term SOFR for such Interest Period;
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
(b) in the case of Term Benchmark Borrowings denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate as administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period, as displayed on the applicable Bloomberg page (or on any successor or substitute page or service providing such quotations as reasonably determined by the Administrative Agent from time to time at approximately 11:00 a.m. (Brussels time) two Term Benchmark Banking Days for Euros prior to the first day of such Interest Period (the “EURIBOR Screen Rate”);
(c) in the case of Term Benchmark Borrowings denominated in Canadian Dollars, Term CORRA for such Interest Period;
(d) in the case of Term Benchmark Borrowings denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid rate or a successor thereto approved by the Administrative Agent (“BBSY”) as published by Reuters (or such other page or commercially available source providing BBSY (Bid) quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the day that is two Term Benchmark Banking Days for Australian Dollars prior to the first day of the Interest Period (or if such day is not an Term Benchmark Banking Day for Australian Dollars, then on the immediately preceding Term Benchmark Banking Day for Australian Dollars) with a term equivalent to such Interest Period; and
(e) in the case of Term Benchmark Borrowings denominated in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offered Rate as administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period, as displayed on the applicable Bloomberg page (or on any successor or substitute page or service providing such quotations as determined by the Administrative Agent from time to time) at approximately 11:00 a.m. (Tokyo time) two (2) Term Benchmark Banking Days for Japanese Yen prior to the first day of such Interest Period.
“Term Commitments” means each Lender’s Initial Term Commitments and Incremental Term Commitments.
“Term CORRA” means,
(a) for any calculation with respect to a Term Benchmark Loan denominated in Canadian Dollars for any Interest Period, the sum of (i) the applicable Term CORRA Credit Adjustment Spread for such Interest Period and (ii) the Term CORRA Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination Day”) that is two (2) Term Benchmark Banking Days prior to the first day of such Interest Period, as such rate is published by the Term CORRA Administrator and is displayed on a screen or other information service, as identified or selected by the Administrative Agent; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then clause (a)(ii) of this definition will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
on the first preceding Term Benchmark Banking Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding Term Benchmark Banking Day is not more than three (3) Business Days prior to such Periodic Term CORRA Determination Day; and
(b) for any calculation with respect to the Canadian Prime Rate for any day, the sum of (i) the Term CORRA Credit Adjustment Spread for Term Benchmark Loans for an Interest Period of one month and (ii) the Term CORRA Reference Rate for a tenor of one month on the day (such day, the “Canadian Prime Rate Term CORRA Determination Day”) that is two (2) Term Benchmark Banking Days prior to such day, as such rate is published by the Term CORRA Administrator and is displayed on a screen or other information service, as identified or selected by the Administrative Agent; provided, however, that if as of 1:00 p.m. (Toronto time) on any Canadian Prime Rate Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then clause (b)(ii) of this definition will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Term Benchmark Banking Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding Term Benchmark Banking Day is not more than three (3) Business Days prior to such Canadian Prime Rate Term CORRA Determination Day.
“Term CORRA Administrator” means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator of the Term CORRA Reference Rate selected by the Administrative Agent in its reasonable discretion.
“Term CORRA Credit Adjustment Spread” means, with respect to Term Benchmark Loans denominated in Canadian Dollars, (a) with an Interest Period of one month, 0.29547% and (b) with an Interest Period of three months, 0.32138%.
“Term CORRA Reference Rate” means the forward-looking term rate based on CORRA.
“Term Lender” means each Lender having a Term Commitment or, as the case may be, an outstanding Term Loan.
“Term Loans” means the Initial Term Loan and the Incremental Term Loans.
“Term SOFR” means,
(a) for any calculation with respect to any Term Benchmark Loan denominated in Dollars for any Interest Period, the sum of (i) the Term SOFR Applicable Credit Adjustment Spread and (ii) the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then clause (a)(ii) of this definition will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
(b) for any calculation with respect to an ABR Loan on any day, the sum of (i) the Term SOFR Applicable Credit Adjustment Spread and (ii) the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided that if as of 5:00 p.m. on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then clause (b)(ii) of this definition will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.
“Term SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
“Term SOFR Applicable Credit Adjustment Spread” means 0.10%.
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“Termination Date” means the earliest to occur of (i) the Final Maturity Date, (ii) the date of the termination of the Commitments in full pursuant to Section 2.08(c) and (iii) the date on which the Commitments are terminated pursuant to Article VII.
“Testing Period” has the meaning assigned to such term in Section 5.12(b)(ii)(E)(x).
“Testing Quarter” has the meaning assigned to such term in Section 5.12(b)(ii)(B).
“Third Amendment Effective Date” means May 20, 2024.
“Transactions” means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.
“Transferred Assets” has the meaning assigned to such term in Section 6.03(h).
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Adjusted Term Benchmark Rate, Daily Simple RFR or the Alternate Base Rate.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“Undisclosed Administration” means, in relation to a Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.
“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York.
“United States Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
“Unquoted Investments” has the meaning set forth in Section 5.12(b)(ii)(B).
“Unsecured Longer-Term Indebtedness” means unsecured Indebtedness of any Obligor (which may be Guaranteed by any other Obligor) that (a) has no scheduled amortization prior to (other than for amortization in an amount not greater than 1% of the aggregate initial principal amount of such Indebtedness per annum, provided that amortization in excess of 1% per annum shall be permitted so long as the amount of such amortization in excess of 1% is permitted to be incurred pursuant to Section 6.01(m), (n) or (o) hereof) and has a final maturity date not earlier than six (6) months after the Final Maturity Date (it being understood that none of (i) the conversion features under convertible notes into Permitted Equity Interests; (ii) the triggering and/or settlement thereof solely with Permitted Equity Interests, except in the case of interest expense or fractional shares (which may be payable in Cash or Cash Equivalents); (iii) any customary voluntary prepayment provisions permitted by the terms thereof; or (iv) any customary mandatory prepayment that is contingent upon the happening of an event that is not certain to occur (including, without limitation, a change of control or bankruptcy), in any case shall constitute “amortization” for the purposes of this definition), (b) is incurred pursuant to terms that are substantially comparable to (or more favorable to such Obligor than) market terms for substantially similar debt of other similarly situated borrowers as reasonably determined in good faith by the
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Borrower or, if such transaction is not one in which there are market terms for substantially similar debt of other similarly situated borrowers, on terms that are negotiated in good faith on an arm’s length basis (except, in each case, other than financial covenants, covenants governing the borrowing base and events of default (other than events of default customary in indentures or similar instruments that have no analogous provisions in this Agreement or credit agreements generally), which shall be not materially more restrictive upon the Borrower and its Subsidiaries, while any Loans or the Commitments are outstanding, than those set forth in this Agreement (it being understood that put rights or repurchase or redemption obligations (x) in the case of convertible securities, in connection with the suspension or delisting of the capital stock of the Borrower or the failure of the Borrower to satisfy a continued listing rule with respect to its capital stock or (y) arising out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note offerings) or be an Event of Default shall not be deemed to be more restrictive for purposes of this definition); provided that, any Obligor may incur any Unsecured Longer-Term Indebtedness that otherwise would not meet the requirements set forth in this clause (b) if it has duly made a Modification Offer and (c) that is not secured by any assets of any Obligor. For the avoidance of doubt the conversion of all or any portion of any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness into Permitted Equity Interests in accordance with Section 6.12(a), shall not cause such Indebtedness to be designated as Unsecured Shorter-Term Indebtedness hereunder.
Notwithstanding the foregoing, the Existing Notes shall be deemed Unsecured Longer-Term Indebtedness in all respects despite the fact that each maturity date of the Existing Notes is prior to the Maturity Date so long as the Existing Notes continue to comply with all other requirements of the above definition; provided that from and after the date that is nine (9) months prior to the scheduled maturity date of any such Existing Notes, such Existing Notes shall be included in the Covered Debt Amount.
“Unsecured Shorter-Term Indebtedness” means, collectively, (a) any Indebtedness of an Obligor that is not secured by any assets of any Obligor and that does not constitute Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness and (b) any Indebtedness that is designated as “Unsecured Shorter-Term Indebtedness” pursuant to Section 6.11(a).
“U.S. Government Securities” means securities that are direct obligations of, and obligations the timely payment of principal and interest on which is fully guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States and in the form of conventional bills, bonds and notes.
“U.S. Government Securities Business Day” shall mean any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“Valuation Policy” means the Borrower’s valuation policy, as the same may be amended, supplemented, waived, or otherwise modified from time to time consistent with industry practice for business development companies and in a manner not prohibited by this Agreement.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Value” has the meaning assigned to such term in Section 5.13.
“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the Effective Date; provided that the Administrative Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
change in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
with respect to the Term Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitment.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Subject to the foregoing, each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph (c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments of the respective Class, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
same manner as provided in Section 2.06 with respect to Loans made by such Revolving Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the relevant Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
In consideration and in furtherance of the foregoing, each Revolving Lender of a Class hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of each Issuing Bank, such Revolving Lender’s Applicable Percentage, in the case of a Letter of Credit denominated in Dollars, or such Multicurrency Lender’s Applicable Multicurrency Percentage, in the case of a Letter of Credit denominated in an Agreed Foreign Currency, of each LC Disbursement made by such Issuing Bank in respect of Letters of Credit of such Class promptly upon the request of such Issuing Bank at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Lender (and Section 2.06 shall apply, mutatis, mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to the next following paragraph (f), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that the Revolving Lenders have made payments pursuant to this paragraph (e) to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph (e) to reimburse an Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.
If the Borrower fails to make such payment when due, the Administrative Agent shall notify each affected Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Dollar Percentage, in the case of a Letter of Credit denominated in Dollars, or such Multicurrency Lender’s Applicable Multicurrency Percentage, in the case of a Letter of Credit denominated in an Agreed Foreign Currency, thereof.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
None of the Administrative Agent, the Revolving Lenders, the Issuing Banks or any of their respective Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the Issuing Banks or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s fraud, gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof as determined by a court of competent jurisdiction in a final and non-appealable judgment. The parties hereto expressly agree that:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
(x) the Administrative Agent shall have received on or prior to 11:00 a.m., New York City time, on such Commitment Increase Date (or on or prior to a time on an earlier date specified by the Administrative Agent) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in the foregoing paragraph (i) has been satisfied;
(y) each Assuming Lender or Increasing Lender shall have delivered to the Administrative Agent, on or prior to 11:00 a.m., New York City time on such Commitment Increase Date (or on or prior to a time on an earlier date specified by the Administrative Agent), an agreement substantially in the form of Exhibit D hereto (or such other form as shall be reasonably satisfactory to the Administrative Agent) (each, a “Increasing Lender/Joining Lender Agreement”) appropriately completed, and otherwise in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, pursuant to which such Lender shall, effective as of such Commitment Increase Date, undertake a Commitment or an increase of Commitment in each case of the respective Class, duly executed by such Assuming Lender or Increasing Lender, as applicable, and the Borrower and acknowledged by the Administrative Agent; and
(z) in the case of a Commitment Increase under the Term Commitments, each Assuming Lender and Increasing Lender shall on such Commitment Increase Date make available their respective Term Loans to the Borrower pursuant to procedures reasonably established by the Administrative Agent.
Promptly following satisfaction of such conditions, the Administrative Agent shall notify the Lenders of such Class (including any Assuming Lenders) thereof and of the occurrence of the Commitment Increase Date by facsimile transmission or electronic messaging system.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
In addition, on the Commitment Termination Date, the Borrower shall deposit Cash into the Letter of Credit Collateral Account (denominated in the Currency of the Letter of Credit under which such LC Exposure arises) in an amount equal to 100% of the undrawn face amount of all Letters of Credit outstanding on the close of business on the Commitment Termination Date, such deposit to be held by the Administrative Agent as collateral security for the LC Exposure under this Agreement in respect of the undrawn portion of such Letters of Credit.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
For purposes hereof “Currency Valuation Notice” means a notice given by the Required Multicurrency Lenders to the Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine the aggregate Revolving Multicurrency Credit Exposure. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any rolling three month period.
Any prepayment pursuant to this paragraph (b) shall be applied, first, to Swingline Loans denominated in an Agreed Foreign Currency that are outstanding, second, to Syndicated Multicurrency Loans outstanding and third, as cover for Multicurrency LC Exposure.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
accordance with the Guarantee and Security Agreement and (B) exclude the amount necessary for the Borrower to make all required dividends and distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b) herein) to maintain the status of a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal income and excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code, and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable thereafter identifying the relevant provision above. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the applicable Interest Period, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Syndicated Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period;
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
provided that, if the Administrative Agent determines, which determination shall be conclusive and biding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.
and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Term Benchmark Loan (or any Loan, if such increase is in respect of Taxes) (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered (provided that, such amounts shall be consistent with amounts that such Lender or Issuing Bank, as applicable, is generally charging other borrowers similarly situated).
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Payment under this Section 2.15 shall be made upon written request of a Lender delivered not later than ten (10) Business Days following the payment, conversion, or failure to borrow, convert, continue or prepay that gives rise to a claim under this Section 2.15 accompanied by a certificate of such Lender setting forth in reasonable detail the basis for and the calculation of the amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15, which certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
(w) duly completed and executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E or any successor form claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(x) duly completed copies of Internal Revenue Service Form W-8ECI or any successor form certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States,
(y) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (1) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (2) duly completed and executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form) certifying that the Foreign Lender is not a United States Person, or
(z) any other form including Internal Revenue Service Form W-8IMY as applicable prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax duly completed together with such supplementary documentation as may be
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
All amounts owing under this Agreement (including commitment fees, payments required under Section 2.14, and payments required under Section 2.15 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.15, or any reimbursement or Cash Collateralization of any LC Exposure denominated in any Foreign Currency, which are payable in such Foreign Currency) or under any other Loan Document (except to the extent otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing, if the Borrower shall fail to pay any principal of any Loan or LC Disbursement when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan or LC Disbursement shall, if such Loan or LC Disbursement is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if the Borrower shall fail to pay any interest on any Loan or LC Disbursement that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.
Notwithstanding the foregoing provisions of this Section 2.17, if, after the making of any Borrowing in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of Currency in which the Borrowing was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Equivalent (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower takes all risks of the imposition of any such currency control or exchange regulations.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
The Borrower represents and warrants to the Lenders that:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.
Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired, been terminated, Cash Collateralized or backstopped and all LC
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
(w) in the case of public and 144A securities, the average of the bid prices as determined by two Approved Dealers selected by the Borrower,
(x) in the case of Bank Loans, the bid price as determined by one Approved Dealer selected by the Borrower,
(y) in the case of any Quoted Investment traded on an exchange, the closing price for such Quoted Investment most recently posted on such exchange, and
(z) in the case of any other Quoted Investment, the fair market value thereof as determined by an Approved Pricing Service selected by the Borrower.
(x) the Value of any such Unquoted Investment acquired during a Testing Quarter shall be deemed to be equal to the cost of such Unquoted Investment until such time as the fair market value of such Unquoted Investment is determined in accordance with the foregoing provisions of this sub-clause (B); and
(y) the Value of any Unquoted Investment for which an Approved Third-Party Appraiser has not assisted the Borrower in determining the fair market value of such Unquoted Investment during the four immediately preceding Testing Quarters (other than any Unquoted Investment included in the Borrowing Base with a Value that is equal to or less than 1% of the Portfolio Investments in the Borrowing Base as of such day (in an aggregate maximum not to exceed 15% by value of all Portfolio Investments)), shall be zero until the fair market value of such Unquoted Investment shall have been determined by an Approved Third-Party Appraiser.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
(x) As of the last day of each fiscal quarter (the “Valuation Testing Date”, and the last such fiscal quarter is referred to herein as, the “Testing Period”), the Administrative Agent shall cause an Approved Third-Party Appraiser selected by the Administrative Agent to value such number of Unquoted Investments (selected by the Administrative Agent) that collectively have an aggregate Value approximately equal to the Calculation Amount; provided, that, unless an Event of Default has occurred and is continuing, such Unquoted Investments selected by the Administrative Agent shall be Investments that are included in the Borrowing Base. With respect to any Unquoted Investment selected for testing by the Administrative Agent, if the Administrative Agent or any Affiliate thereof has received, pursuant to a testing provision similar to this Section 5.12(b)(ii)(E) in any revolving credit facility of an Affiliate of the Borrower a valuation of such investment for such Testing Period from any Approved Third-Party Appraiser selected by the agent for the lenders under such revolving credit facility (a “Separate Valuation”), the Administrative Agent shall use such Separate Valuation in lieu of causing an Approved Third-Party Appraiser to value such investment, unless it determines in its reasonable discretion and acting in good faith that the use of such Separate Valuation would be adverse to the interests of the Lenders; provided that, for the avoidance of doubt, the Administrative Agent shall not be required
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
to use such Separate Valuation in lieu of causing an Approved Third-Party Appraiser to value such investment if the Administrative Agent has not actually received, for any reason, such Separate Valuation. Any such Separate Valuation used by the Administrative Agent pursuant to the preceding sentence shall be included in the Calculation Amount. The Administrative Agent agrees to notify the Borrower in writing of the Unquoted Investments selected by the Administrative Agent to be tested in each Testing Period, not later than 15 days prior to the Valuation Testing Date (or such later date as agreed to between the Administrative Agent and the Borrower). If there is a difference between the Borrower’s valuation and the Approved Third-Party Appraiser’s valuation of any Unquoted Investment, the Value of such Unquoted Investment for Borrowing Base purposes shall be established as set forth in sub-clause (F) below.
(y) For the avoidance of doubt, the valuation of any Approved Third-Party Appraiser selected by the Administrative Agent will be as of the end of the applicable Testing Quarter and shall be reflected in the Borrowing Base Certificate for the monthly accounting period ending on the Valuation Testing Date if such Approved Third-Party Appraiser delivers such valuation at least seven Business Days before the 20th day after the end of the applicable monthly accounting period and, if such valuation is delivered after such time, it shall, subject to clause (F) below, be included in the Borrowing Base Certificate for the following monthly period and applied to the then applicable balance of the related Portfolio Investment. For illustrative purposes, if the given fiscal quarter is the fourth quarter ending on December 31, 2021, then (A) the Administrative Agent would initiate the testing of Values (using the December 31, 2021 Values) for purposes of determining the scope of the testing under clause (E)(x) during the month of February with the anticipation of receiving the valuations from the applicable Approved Third-Party Appraiser(s) on or after February 28, 2022 and (B)(xx) if such valuations were received before the seventh Business Day before March 20, 2022, such valuations would be included in the March 20, 2022 Borrowing Base Certificate covering the month of February, or (yy) if such valuations were received after such time, they would, subject to clause (F) below, be included in the April 20, 2022 Borrowing Base Certificate for the month of March.
For the avoidance of doubt, all calculations of value pursuant to this Section 5.12(b)(ii)(E) shall be determined without application of the Advance Rates.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
As used herein, the following terms have the following meanings:
“Advance Rate” means, as to any Portfolio Investment as of any date and subject to adjustment as provided in Sections 5.13(a) through (g), as applicable, and as provided below based on the Relevant Asset Coverage Ratio as of such date, the following percentages with respect to such Portfolio Investment:
Portfolio Investment |
Advance Rates |
|||||
Relevant Asset Coverage Ratio > 2.00:1.00 |
2.00:1.00 > Relevant Asset Coverage Ratio ≥ 1.75:1.00 |
1.75:1.00 > Relevant Asset Coverage Ratio < 1.50:1.00 |
||||
Quoted |
Unquoted |
Quoted |
Unquoted |
Quoted |
Unquoted |
|
Cash, Cash Equivalents and Short-Term U.S. Government Securities |
100% |
- |
100% |
- |
100% |
- |
Long-Term U.S. Government Securities |
95% |
- |
95% |
- |
95% |
- |
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Performing Cash Pay First Lien Bank Loans |
85% |
75% |
85% |
75% |
85% |
75% |
Performing Cash Pay First Lien Unitranche Bank Loans |
85% |
75% |
80% |
70% |
75% |
65% |
Performing Cash Pay First Lien Last Out Bank Loans |
80% |
70% |
75% |
65% |
70% |
60% |
Performing Cash Pay Second Lien Bank Loans |
75% |
65% |
70% |
60% |
65% |
55% |
Performing Cash Pay High Yield Securities |
70% |
60% |
65% |
55% |
60% |
50% |
Performing Cash Pay Mezzanine Investments |
65% |
55% |
60% |
50% |
55% |
45% |
Performing Non-Cash Pay Bank Loans |
65% |
55% |
60% |
50% |
55% |
45% |
Performing Non-Cash Pay High Yield Securities |
60% |
50% |
55% |
45% |
50% |
40% |
Performing Non-Cash Pay Mezzanine Investments |
55% |
45% |
50% |
40% |
45% |
35% |
Performing Preferred Equity |
55% |
45% |
50% |
40% |
45% |
35% |
Non-Performing First Lien Bank Loans |
45% |
45% |
40% |
40% |
35% |
35% |
Non-Performing First Lien Unitranche Bank Loans |
45% |
45% |
40% |
40% |
35% |
35% |
Non-Performing First Lien Last Out Bank Loans |
40% |
35% |
35% |
30% |
30% |
25% |
Performing DIP Loans |
40% |
35% |
35% |
30% |
30% |
25% |
Non-Performing Second Lien Bank Loans |
40% |
30% |
35% |
25% |
30% |
20% |
Non-Performing High Yield Securities |
30% |
30% |
25% |
25% |
20% |
20% |
Non-Performing Mezzanine Investments |
30% |
25% |
25% |
20% |
20% |
20% |
Performing Common Equity |
30% |
20% |
25% |
20% |
20% |
20% |
Non-Performing Preferred Equity |
0% |
0% |
0% |
0% |
0% |
0% |
Non-Performing Common Equity |
0% |
0% |
0% |
0% |
0% |
0% |
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Structured Finance Obligations and Finance Leases |
0% |
0% |
0% |
0% |
0% |
0% |
“Bank Loans” means debt obligations (including term loans, notes, revolving loans, debtor-in-possession financings, the funded and unfunded portion of revolving credit lines and letter of credit facilities and other similar loans and investments including interim loans, bridge loans, and senior subordinated loans) which are generally documented under a loan or credit facility, note purchase agreement or other similar financing arrangement facility (whether or not syndicated).
“Capital Stock” has the meaning assigned to such term in Section 1.01.
“Cash” has the meaning assigned to such term in Section 1.01.
“Cash Equivalents” has the meaning assigned to such term in Section 1.01.
“Cash Pay Bank Loan” means First Lien Bank Loans, First Lien Unitranche Bank Loans, First Lien Last Out Bank Loans and Second Lien Bank Loans as to which, at the time of determination, (x) all of the interest on which is payable not less frequently than semi-annually and for which not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current period is payable in cash at least semi-annually or (y) if the immediately preceding clause (x) does not apply, (i) if such Bank Loan is a floating rate obligation, cash interest in an amount greater than or equal to 2.0% per annum above the applicable benchmark rate is payable at least semi-annually or (ii) if such Bank Loan is a fixed rate obligation, cash interest in an amount greater than or equal to 5.5% per annum is payable at least semi-annually.
“DIP Loan” means a loan made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either 364(c) or 364(d) of the Bankruptcy Code.
“Finance Lease” means any transaction representing the obligation of a lessee to pay rent or other amounts under a lease which is required to be classified and accounted for as a capital lease on the balance sheet of such lessee under GAAP.
“First Lien Bank Loan” means a Bank Loan (other than a DIP Loan) that is entitled to the benefit of a first lien and first priority perfected security interest (subject to any security interest to secure a Superpriority Revolver and other customary encumbrances) on a substantial portion of the assets (subject to customary exceptions) of the respective borrower and guarantors obligated in respect thereof; provided that any First Lien Bank Loan that is also a First Lien Unitranche Bank Loan shall be treated for purposes of determining the applicable Advance Rate as a First Lien Unitranche Bank Loan; provided, further, that any First Lien Bank Loan that is also a First Lien Last Out Bank Loan shall be treated for purposes of determining the applicable Advance Rate as a First Lien Last Out Bank Loan. For the avoidance of doubt, to the extent that, and only for so long as, any Superpriority Revolver exceeds the amount permitted under clause (ii) of the definition thereof, an Obligor’s investment in such applicable Bank Loan shall be treated
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
as a Second Lien Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment under this Agreement.
“First Lien Last Out Bank Loan” means a Bank Loan that is a First Lien Bank Loan, a portion of which is, in effect, subject to debt subordination and superpriority rights of other lenders following an event of default (such portion, a “last out” portion); provided that the aggregate principal amount of the “last out” portion of such Bank Loan is at least 50% of the aggregate principal amount of any “first out” portion of such Bank Loan, provided, further, that the underlying obligor with respect to such Bank Loan shall have a ratio of first lien debt (including the “first out” portion of such Bank Loan, but excluding the “last out” portion of such Bank Loan) to EBITDA that does not exceed 3.25:1.00 and a ratio of aggregate first lien debt (including both the “first out” portion and the “last out” portion of such Bank Loan) to EBITDA that does not exceed 5.25:1.00. An Obligor investment in the “last out” portion of a First Lien Last Out Bank Loan shall be treated as a First Lien Last Out Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment. For the avoidance of doubt, an Obligor’s investment in the portion of such Bank Loan that is not the last out portion (the “first out” portion) shall be treated as a First Lien Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment and an Obligor’s investment in any “last out” portion of a First Lien Bank Loan that does not meet the foregoing criteria shall be treated as a Second Lien Bank Loan.
“First Lien Unitranche Bank Loan” means a First Lien Bank Loan with a ratio of first lien debt to EBITDA that exceeds 5.25:1.00, and where the underlying borrower does not also have a Second Lien Bank Loan outstanding. For the avoidance of doubt, an Obligor’s investment in the portion of such Bank Loan that does not exceed 5.25:1.00 shall be treated as a First Lien Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment.
“Gross Borrowing Base” means, as of any date of determination, the Borrowing Base as of such date without giving effect to any adjustment to the Borrowing Base pursuant to Section 5.13(f).
“High Yield Securities” means debt Securities and Preferred Stock, in each case, (a) issued by public or private issuers, (b) issued pursuant to an effective registration statement or pursuant to Rule 144A or other exemption under the Securities Act (or any successor provision thereunder) and (c) that are not Cash Equivalents, Mezzanine Investments or Bank Loans.
“Junior Investments” means, collectively, Performing Cash Pay High Yield Securities and Performing Cash Pay Mezzanine Investments.
“Long-Term U.S. Government Securities” means U.S. Government Securities maturing more than one year from the applicable date of determination.
“Mezzanine Investments” means (i) debt Securities (including convertible debt Securities (other than the “in-the-money” equity component thereof)) and Preferred Stock, in each case, (a) issued by public or private issuers, (b) issued without registration under the Securities Act, (c) not issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder), (d) that are not Cash Equivalents and (e) contractually subordinated in right of payment to other debt of the same issuer and (ii) a Bank Loan that is not a First Lien Bank Loan,
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
First Lien Last Out Bank Loan, First Lien Unitranche Bank Loan, Second Lien Bank Loan or a High Yield Security.
“Non-Core Investments” means, collectively, Capital Stock, Preferred Stock, Non-Performing Bank Loans, Non-Performing High Yield Securities, Non-Performing Mezzanine Investments, Performing DIP Loans, Performing Non-Cash Pay Bank Loans, Performing Non-Cash Pay High Yield Securities and Performing Non-Cash Pay Mezzanine Investments.
“Non-Performing Bank Loans” means, collectively, Non-Performing First Lien Bank Loans, Non-Performing First Lien Last Out Bank Loans, Non-Performing First Lien Unitranche Bank Loans and Non-Performing Second Lien Bank Loans.
“Non-Performing Common Equity” means Capital Stock (other than Preferred Stock) and warrants of an issuer having any debt outstanding that is non-Performing.
“Non-Performing First Lien Bank Loans” means First Lien Bank Loans other than Performing Cash Pay First Lien Bank Loans and Performing Non-Cash Pay First Lien Bank Loans.
“Non-Performing First Lien Last Out Bank Loans” means First Lien Last Out Bank Loans other than Performing Cash Pay First Lien Last Out Bank Loans and Performing Non-Cash Pay First Lien Last Out Bank Loans.
“Non-Performing First Lien Unitranche Bank Loans” means First Lien Unitranche Bank Loans other than Performing Cash Pay First Lien Unitranche Bank Loans and Performing Non-Cash Pay First Lien Unitranche Bank Loans.
“Non-Performing High Yield Securities” means High Yield Securities other than Performing Cash Pay High Yield Securities and Performing Non-Cash Pay High Yield Securities.
“Non-Performing Mezzanine Investments” means Mezzanine Investments other than Performing Cash Pay Mezzanine Investments and Performing Non-Cash Pay Mezzanine Investments.
“Non-Performing Preferred Equity” means Preferred Stock other than Performing Preferred Equity.
“Non-Performing Second Lien Bank Loans” means Second Lien Bank Loans other than Performing Cash Pay Second Lien Bank Loans and Performing Non-Cash Pay Second Lien Bank Loans.
“Participation Interest” means a participation interest (excluding any sub-participation interests) in an investment that at the time of acquisition by an Obligor satisfies each of the following criteria: (a) the underlying investment would constitute a Portfolio Investment were it acquired directly by such Obligor, (b) the seller of the participation is an Excluded Asset, (c) the entire purchase price for such participation is paid in full at the time of its acquisition and (d) the participation provides the participant all of the economic benefit and risk of the whole or part of such portfolio investment that is the subject of such participation.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Performing” means (a) with respect to any Portfolio Investment that is debt, the issuer of such Portfolio Investment is not, at the time of determination, in default of any payment obligations outstanding with respect to accrued and unpaid interest or principal in respect thereof, after the receipt of any notice and/or the expiration of any applicable grace period and (b) with respect to any Portfolio Investment that is Preferred Stock, the issuer of such Portfolio Investment has not failed to meet any scheduled redemption obligations or to pay its latest declared cash dividend, after the expiration of any applicable grace period.
“Performing Cash Pay First Lien Bank Loans” means First Lien Bank Loans which are Cash Pay Bank Loans and are Performing.
“Performing Cash Pay First Lien Last Out Bank Loans” means First Lien Last Out Bank Loans which are Cash Pay Bank Loans and are Performing
“Performing Cash Pay First Lien Unitranche Bank Loans” means First Lien Unitranche Bank Loans which are Cash Pay Bank Loans and are Performing.
“Performing Cash Pay High Yield Securities” means High Yield Securities (a) as to which, at the time of determination, (x) not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash or (y) if the immediately preceding clause (x) does not apply, (i) if such High Yield Security is a floating rate obligation, cash interest in an amount greater than or equal to 2.0% per annum above the applicable benchmark rate is payable at least semi-annually or (ii) if such High Yield Security is a fixed rate obligation, cash interest in an amount greater than or equal to 5.5% per annum is payable at least semi-annually and (b) which are Performing.
“Performing Cash Pay Mezzanine Investments” means Mezzanine Investments (a) as to which, at the time of determination, (x) not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash, or (y) if the immediately preceding clause (x) does not apply, (i) if such Mezzanine Investment is a floating rate obligation, cash interest in an amount greater than or equal to 2.0% per annum above the applicable benchmark rate is payable at least semi-annually or (ii) if such Mezzanine Investment is a fixed rate obligation, cash interest in an amount greater than or equal to 5.5% per annum is payable at least semi-annually and (b) which are Performing.
“Performing Cash Pay Second Lien Bank Loans” means Second Lien Bank Loans which are Cash Pay Bank Loans and are Performing.
“Performing Common Equity” means Capital Stock (other than Preferred Stock) and warrants of an issuer all of whose outstanding debt is Performing.
“Performing DIP Loans” means a DIP Loan that is Performing.
“Performing First Lien Bank Loans” means First Lien Bank Loans which are Cash Pay Bank Loans and are Performing.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Performing First Lien Last Out Bank Loans” means First Lien Last Out Bank Loans which are Cash Pay Bank Loans and are Performing
“Performing First Lien Unitranche Bank Loans” means First Lien Unitranche Bank Loans which are Cash Pay Bank Loans and are Performing.
“Performing Non-Cash Pay Bank Loans” means Performing Non-Cash Pay First Lien Bank Loans, Performing Non-Cash Pay First Lien Last Out Bank Loans, Performing Non-Cash Pay First Lien Unitranche Bank Loans and Performing Non-Cash Pay Second Lien Bank Loans.
“Performing Non-Cash Pay First Lien Bank Loans” means First Lien Bank Loans which are not Cash Pay Bank Loans and are Performing.
“Performing Non-Cash Pay First Lien Last Out Bank Loans” means First Lien Last Out Bank Loans which are not Cash Pay Bank Loans and are Performing.
“Performing Non-Cash Pay First Lien Unitranche Bank Loans” means First Lien Unitranche Bank Loans which are not Cash Pay Bank Loans and are Performing.
“Performing Non-Cash Pay High Yield Securities” means Performing High Yield Securities other than Performing Cash Pay High Yield Securities.
“Performing Non-Cash Pay Mezzanine Investments” means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.
“Performing Non-Cash Pay Second Lien Bank Loans” means Second Lien Bank Loans which are not Cash Pay Bank Loans and are Performing.
“Performing Preferred Equity” means Preferred Stock which is Performing.
“Preferred Stock” means, as applied to the Capital Stock of any Person Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to any shares (or other interests) of other Capital Stock of such Person, and shall include, without limitation, cumulative preferred, non-cumulative preferred, participating preferred and convertible preferred Capital Stock.
“Second Lien Bank Loan” means a Bank Loan (other than a First Lien Bank Loan or a DIP Loan) that is entitled to the benefit of a first and/or second lien and first and/or second priority perfected security interest (subject to customary encumbrances) on a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof.
“Securities” means common and preferred stock, units and participations, member interests in limited liability companies, partnership interests in partnerships, notes, bonds, debentures, trust receipts and other obligations, instruments or evidences of indebtedness, including debt instruments of public and private issuers and tax-exempt securities (including warrants, rights, put and call options and other options relating thereto, representing rights, or any
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
combination thereof) and other property or interests commonly regarded as securities or any form of interest or participation therein, but not including Bank Loans.
“Securities Act” means the United States Securities Act of 1933, as amended.
“Senior Debt Amount” means, as of any date, the greater of (i) the Covered Debt Amount and (ii) the Combined Debt Amount.
“Senior Investments” means Cash, Cash Equivalents, Short-Term U.S. Government Securities, Long-Term U.S. Government Securities, Performing Cash Pay First Lien Bank Loans, Performing Cash Pay First Lien Unitranche Bank Loans, and Performing Cash Pay First Lien Last Out Bank Loans.
“Short-Term U.S. Government Securities” means U.S. Government Securities maturing within one year of the applicable date of determination.
“Structured Finance Obligation” means any obligation issued by a special purpose vehicle and secured directly by, referenced to, or representing ownership of, a pool of receivables or other financial assets of any obligor, including collateralized debt obligations and mortgaged-backed securities. For the avoidance of doubt, if an obligation satisfies the definition of “Structured Finance Obligation”, such obligation shall not (a) qualify as any other category of Portfolio Investment and (b) be included in the Borrowing Base.
“Superpriority Revolver” means, with respect to any borrower under a Bank Loan, a senior facility (including any “ABL” revolver) for such borrower and/or any of its parents and/or subsidiaries; provided that (a) such Bank Loan has a second-priority lien on the collateral that is subject to the first-priority lien of such senior facility (or a pari passu lien on such collateral), (b) such senior facility is not secured by any other assets (other than a pari passu lien or a second-priority lien on any collateral that is subject to a pari passu lien or a first-priority lien of such Bank Loan) and does not benefit from any standstill rights (other than customary rights) and (c) the maximum outstanding principal amount of such senior facility (i) is not greater than 15% of the aggregate enterprise value of such borrower (as determined at the time of closing of the transaction, and thereafter an enterprise value for such borrower determined in a manner consistent with the valuation methodology applied in the valuation for such borrower as determined by the External Manager (so long as it has the necessary delegated authority) or the Borrower’s board of directors (or the appropriate committee thereof with the necessary delegated authority) in a commercially reasonable manner, including the use of an Approved Third-Party Appraiser in the case of Unquoted Investments) and (ii) is not greater than the lower of (x) 1.0x EBITDA of the borrower under such Bank Loan, and (y) 20% of the outstanding amount of the associated first-priority lien loan.
“U.S. Government Securities” has the meaning assigned to such term in Section 1.01.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
“Value” means, with respect to any Portfolio Investment, the lower of:
(i) the most recent internal market value as determined pursuant to Section 5.12(b)(ii)(C) and
(ii) the most recent external market value as determined pursuant to Sections 5.12(b)(ii)(A) and (B).
Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired, been terminated, Cash Collateralized or backstopped and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Notwithstanding the foregoing provisions of this Section 6.03:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
For purposes of clause (f) of this Section 6.04, the aggregate amount of an Investment at any time shall be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair market value of property, loaned, advanced (including posted as margin under any Designated Swap), contributed, transferred or otherwise invested that gives rise to such Investment minus (B) the aggregate amount of the Return of Capital and dividends, distributions or other payments received in cash in respect of such Investment and the values (valued in accordance with Section 5.12(b)) of other Investments received in respect of such Investment; provided that, in no event shall the aggregate amount of such Investment be deemed to be less than zero; the amount of an Investment shall not in any event be reduced by reason of any write-off of such Investment nor increased by any increase in the amount of earnings retained in the Person in which such Investment is made that have not been dividended, distributed or otherwise paid out.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary Guarantor.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Notwithstanding anything herein to the contrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if, immediately after giving effect thereto and any Concurrent Transaction, the Covered Debt Amount would exceed the Borrowing Base.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
If any of the following events (each, an “Event of Default”) shall occur and be continuing:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
then, and in every such event (other than an event with respect to the Borrower described in clause (i) or (j) of this Article VII), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (i) or (j) of this Article VII, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.
In the event that the Loans shall be declared, or shall become, due and payable pursuant to the immediately preceding paragraph then, upon notice from the Administrative Agent or Lenders with LC Exposure representing more than 50% of the total LC Exposure demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall promptly, but in any event within three (3) Business Days, deposit into the Letter of Credit Collateral Account cash in
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (i) or (j) of this Article VII.
Notwithstanding anything to the contrary contained herein, on the CAM Exchange Date, to the extent not otherwise prohibited by law, (a) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Loan in which it shall participate as of such date, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Loans and (b) simultaneously with the deemed exchange of interests pursuant to clause (a) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent of such amount (as of the Business Day immediately prior to the CAM Exchange Date) and on and after such date all amounts accruing and owed to the Lenders in respect of such Designated Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder. Each Lender, each Person acquiring a participation from any Lender as contemplated by Section 9.04 and the Borrower hereby consents and agrees to the CAM Exchange. The Borrower and the Lenders agree from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall (except as otherwise expressly stated in this Agreement with respect to fees or Defaulting Lenders) be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment).
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Any resignation by SMBC as Administrative Agent pursuant to this Section 8.06 shall also constitute its resignation as an Issuing Bank and a Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.
Each Lender, by delivering its signature page to this Agreement or any Assignment and Assumption and funding any Loan shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by the Administrative Agent, Required Lenders or Lenders.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Bain Capital Specialty Finance, Inc.
200 Clarendon Street, 37th Floor
Boston, MA 02116
Attention: Amit Joshi
Telephone: (212) 803-9690
Email: amit.joshi@baincapital.com
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Attention: Jay R. Alicandri, Esq.
Telephone: (212) 698-3800
Email: jay.alicandri@dechert.com
Sumitomo Mitsui Banking Corporation
277 Park Avenue
New York, NY 10172
Attention: Verleria Wilson
Phone: 212-256-7341
Fax: 212-224-4433
Email: Verleria_Wilson@smbcgroup.com
Attention: Frank Luzzi
Phone: 212-256-7373
Fax: 212-224-4501
Email: frank_luzzi@smbcgroup.com
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Attention: Agency Services
Fax: 212-224-4433
Email: agencyservices@smbcgroup.com
Sumitomo Mitsui Banking Corporation
277 Park Avenue
New York, NY 10172
Attention: Trade Credit Services
Fax: 212-224-4310
Email: trade_credit_svc@smbcgroup.com
Any party hereto may change its address, e-mail or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).
(i) Notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
Each party hereto understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct, fraud or gross negligence of the Administrative Agent, any Lender or their respective Related Parties, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Platform and any electronic communications media approved by the Administrative Agent as provided herein are provided “as is” and “as available”. Neither the Administrative Agent nor its Related Parties warrant the accuracy, adequacy, or completeness of such media or the Platform and each expressly disclaims liability for errors or omissions in the Platform and such media. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Administrative Agent and any of its Related Parties in connection with the Platform or the electronic communications media approved by the Administrative Agent as provided for herein.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
provided further that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Banks or the Swingline Lenders hereunder without the prior written consent of the Administrative Agent, the Issuing Banks or the Swingline Lenders, as the case may be, and (y) the consent of Lenders (other than Defaulting Lenders) holding not less than two-thirds of the Credit Exposure and unused Commitments (other than of Defaulting Lenders) will be required (A) for any adverse change (from the Lenders’ perspective) affecting the provisions of this Agreement relating to the determination of the Borrowing Base (excluding changes to the provisions of Sections 5.12(b)(ii)(E) and (F), but including changes to the provisions of Section 5.12(c) and the definitions set forth in Section 5.13), and (B) for any release of any material portion of the Collateral other than for fair value or as otherwise permitted hereunder or under the other Loan Documents.
In addition, whenever a waiver, amendment or modification requires the consent of a Lender “affected” thereby, such waiver, amendment or modification shall, upon consent of such Lender, become effective as to such Lender whether or not it becomes effective as to any other Lender, so long as the Required Lenders consent to such waiver, amendment or modification as provided above.
Anything in this Agreement to the contrary notwithstanding, (x) no waiver or modification of any provision of this Agreement or any other Loan Document that could reasonably be expected to adversely affect the Lenders of any Class in a manner that does not affect all Classes equally shall be effective against the Lenders of such Class unless the Required Lenders of such Class shall have concurred with such waiver or modification, (y) the Required Revolving Lenders may waive any condition precedent to an extension of credit under the Revolving Commitments (other than as required by Section 4.02) (which, for the avoidance of doubt, shall not constitute a waiver of any ongoing or resulting Default or Event of Default) (but the consent of no Term Lender shall be required) and (z) any Incremental Term Lender may waive any condition precedent to an extension of credit under the applicable Incremental Term Commitments (which, for the avoidance of doubt, shall not constitute a waiver of any ongoing or resulting Default or Event of Default) (but the consent of no Revolving Lender or other Term Lender shall be required); provided, however, that for the avoidance of doubt, except as expressly required herein, in no other circumstances shall the concurrence of the Required Lenders of a particular Class be required for any waiver, amendment or modification of any provision of this Agreement or any other Loan Document.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (which may include special, indirect, consequential or punitive damages asserted against any such party hereto by a
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
third party)) arising out of, in connection with, or as a result of this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of proceeds thereof, asserted by an Indemnitee against the Borrower or any other Obligor; provided that, the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection with respect to damages not expressly described in the foregoing limitation.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement; provided that, the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any Loss arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPC may (i) without the prior written consent of the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions providing liquidity and/or credit facility to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder); provided that, neither the consent of the SPC nor of any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants is required under paragraph (f) below, and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
For purposes of this Section 9.13(b), “Information” means all information received from or on behalf of the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses or any Portfolio Investment, other than any such
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
information that is available to the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries; provided that, in the case of Information received from the Borrower or any of its Subsidiaries after the Effective Date, such Information shall be deemed confidential at the time unless clearly identified as nonconfidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.13(b) shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
(ii) “Covered Entity” means any of the following:
(A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
(iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
(iv) “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
Bain Capital Specialty Finance, Inc.
By:
Name:
Title:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent, a Swingline Lender, an Issuing Bank and a Lender
By:
Name:
Title:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
___________________________, as a Lender
By:
Name:
Title:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Exhibit B to Third Amendment, dated as of May 20, 2024
GUARANTEE AND SECURITY AGREEMENT
GUARANTEE AND SECURITY AGREEMENT dated as of December 24, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among BAIN CAPITAL SPECIALTY FINANCE, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Borrower”); each entity (other than the Borrower) set forth on Schedule 2.05 and each other entity that becomes a “SUBSIDIARY GUARANTOR” after the date hereof pursuant to Section 7.04 (collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”); SUMITOMO MITSUI BANKING CORPORATION, as administrative agent for the parties defined as “Issuing Banks” and “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”); each “Financing Agent” or “Designated Indebtedness Holder” that becomes a party hereto after the date hereof pursuant to Section 6.01 hereof; and SUMITOMO MITSUI BANKING CORPORATION, as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
W I T N E S S E T H:
WHEREAS, concurrently with the execution and delivery of this Agreement, the Borrower, certain Lenders and Issuing Banks party thereto and the Administrative Agent are entering into a Senior Secured Revolving Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed to extend credit (by means of loans and letters of credit) to the Borrower from time to time;
WHEREAS, the Obligors may from time to time after the date hereof wish to incur additional indebtedness permitted under the Credit Agreement that the Borrower designates as “Designated Indebtedness” under this Agreement, which indebtedness is to be entitled to the benefits of this Agreement;
WHEREAS, to induce the Lenders to extend credit to the Borrower under the Credit Agreement, and the holders of such “Designated Indebtedness” to extend other credit to the Obligors, the Borrower wishes to provide (a) for certain of its Subsidiaries from time to time to become parties hereto and to guarantee the payment of the Guaranteed Obligations (as hereinafter defined) and (b) for the Borrower and the Subsidiary Guarantors to provide collateral security for the Secured Obligations (as hereinafter defined);
WHEREAS, the Administrative Agent (on behalf of itself and the Lenders), any Financing Agent (on behalf of itself and the holders of the “Designated Indebtedness” for which it serves as agent, representative or trustee), each Designated Indebtedness Holder that becomes a party hereto pursuant to Section 6.01 and the Collateral Agent (on behalf of itself and the other Secured Parties) are or will be entering into this Agreement for the purpose of setting forth their respective rights to the Collateral (as hereinafter defined); and
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
WHEREAS, the Obligors and the Secured Parties agree that the Collateral Agent shall administer the Collateral, and the Collateral Agent is willing to so administer the Collateral pursuant to the terms and conditions set forth herein;
NOW THEREFORE, the parties hereto agree as follows:
“Acceleration” means the Secured Obligations of any Secured Party having been declared (or become) due and payable in full in accordance with the applicable Debt Documents following the occurrence and during the continuance of an "event of default" under such Debt Documents by the Borrower and the receipt of any notice and/or expiration of any grace period applicable with respect thereto.
“Administrative Agent” has the meaning given to such term in the preamble.
“Agent Members” means members of, or participants in, a depositary, including the Depositary.
“Agreement” has the meaning given to such term in the preamble.
“Appointed Party” has the meaning specified in Section 5.04.
“Borrower” has the meaning given to such term in the preamble.
“Clearing Corporation Security” means a security that is registered in the name of, or Indorsed to, a Clearing Corporation or its nominee or is in the possession of the Clearing Corporation in bearer form or Indorsed in blank by an appropriate Person.
“Collateral” has the meaning given to such term in Section 4.
“Collateral Agent” has the meaning given to such term in the preamble.
“Collateral Agent Erroneous Payment Subrogation Rights” has the meaning given to such term in Section 9.10(d).
2
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.), as amended from time to time, and any successor statute, and the rules and regulations thereunder from time to time.
“Control” means “control” as defined in Section 9-104, 9-105, 9-106 or 9-107 of the NYUCC, as applicable.
“Credit Agreement” has the meaning given to such term in the recitals.
“Credit Agreement Obligations” means, collectively, all obligations of the Borrower to the Lenders, the Issuing Banks and the Administrative Agent under the Credit Agreement and the other Loan Documents, including in each case in respect of the principal of and interest on the loans made, or letters of credit issued thereunder, and all reimbursement obligations, obligations pursuant to the Administrative Agent’s Erroneous Payment Subrogation Rights (without duplication of any other Credit Agreement Obligations), fees, indemnification payments and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing by the Borrower to the Administrative Agent or the Lenders or any of them under or in respect of the Credit Agreement and the other Loan Documents, and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such interest or expenses are allowed as a claim in such proceeding.
“Custodian” means U.S. Bank National Association, or any other financial institution mutually agreeable to the Collateral Agent and the Borrower, as custodian holding Portfolio Investments on behalf of the Obligors, or any successor in such capacity. The term “Custodian” includes any agent or sub-custodian acting on behalf of the Custodian.
“Debt Documents” means, collectively, the Credit Agreement, the Designated Indebtedness Documents, any Hedging Agreement evidencing or relating to any Hedging Agreement Obligations and the Security Documents.
“Deliver”, “Delivered” or “Delivery” (whether to the Collateral Agent or otherwise) means, with respect to any Investment or other Collateral, that such Investment or other Collateral is held, registered or covered by a recorded UCC-1 financing statement as described below, in each case in a manner reasonably satisfactory to the Collateral Agent (it being agreed that, until the Collateral Agent advises the Borrower in writing with reasonable specificity that it is not satisfied, the conditions set forth below shall be deemed to have been met):
3
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
4
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
5
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
“Depositary” means The Depository Trust Company, its nominees and their respective successors.
“Designated Indebtedness” means any Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness, in each case (including, without limitation, any prepayment penalty, premium, make-whole fee or similar amounts owed in connection with such indebtedness) under and as defined in the Credit Agreement that has been designated by the Borrower at the time of the incurrence thereof as “Designated Indebtedness” for purposes of this Agreement in accordance with the requirements of Section 6.01, regardless of whether such Designated Indebtedness shall continue to constitute Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness as applicable.
“Designated Indebtedness Documents” means, in respect of any Designated Indebtedness, all agreements, instruments or documents pursuant to which such Designated Indebtedness shall be incurred or otherwise governing the terms or conditions thereof.
“Designated Indebtedness Holders” means, in respect of any Designated Indebtedness, the Persons from time to time holding such Designated Indebtedness.
6
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
“Designated Indebtedness Obligations” means, collectively, in respect of any Designated Indebtedness, all obligations of each Obligor to any Designated Indebtedness Holder or Financing Agent under the Designated Indebtedness Documents relating to such Designated Indebtedness, including in each case in respect of the principal of and interest on the loans made, letters of credit issued and any notes or other instruments issued thereunder, all reimbursement obligations, fees, indemnification payments and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing by such Obligor to any Designated Indebtedness Holder or any Financing Agent or any of them under or in respect of such Designated Indebtedness Documents, and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to such Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding.
“Designated Subsidiary Liens” has the meaning specified in Section 10.03(e)(iv).
“Erroneous Payment” has the meaning given to such term in Section 9.10(a).
“Erroneous Payment Deficiency Assignment” has the meaning given to such term in Section 9.10(d).
“Erroneous Payment Impacted Class” has the meaning given to such term in Section 9.10(d).
“Erroneous Payment Return Deficiency” has the meaning given to such term in Section 9.10(d).
“Excluded Accounts” means, with respect to Deposit Accounts, Securities Accounts or Commodity Accounts, (i) any account exclusively used for payroll, payroll taxes and other employee wage, health and benefit payments, including pension fund and 401(k) accounts, (ii) any withholding tax or fiduciary account, (iii) any account for which the Obligor is the servicer or an agent or administrative agent for another Person or Persons and do not otherwise hold any Collateral included in the Borrowing Base, (iv) any fiduciary account or any trust account maintained solely on behalf of another Person, including any accounts for a Portfolio Investment, an Excluded Asset, a Financing Subsidiary or an Immaterial Subsidiary, (v) for the avoidance of doubt, any “escrow” or analogous account in which an Obligor has an interest, (vi) any account which holds collateral posted as margin to secure any Designated Swap or Hedging Agreement and does not hold any Collateral, any account that solely holds Excluded Assets that are not Collateral.
“Excluded Swap Obligation” means, with respect to any Subsidiary Guarantor, any Hedging Agreement Obligation if, and to the extent that, all or a portion of the Guarantee of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Hedging Agreement Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the rules, regulations or orders related thereto
7
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
(determined after giving effect to Section 3.08 and any other “keepwell, support or other agreement” for the benefit of such Subsidiary Guarantor and any and all guarantees of such Subsidiary Guarantor’s Hedging Agreement Obligations by other Obligors) at the time the Guarantee of such Subsidiary Guarantor, or a grant by such Subsidiary Guarantor of a security interest, becomes effective with respect to such Hedging Agreement Obligation. If a Hedging Agreement Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedging Agreement Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.
“Financing Agent” means, in respect of any Designated Indebtedness, any agent, representative or trustee for the holders of such Designated Indebtedness.
“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit B hereto (or such other form as is reasonably acceptable to the Collateral Agent), between the Collateral Agent and an entity that, pursuant to Section 7.04, is required to become a “Subsidiary Guarantor” hereunder (with such changes as the Collateral Agent shall reasonably request, consistent with the requirements of Section 7.04 or to which the Collateral Agent shall otherwise consent).
“Guaranteed Obligations” means, collectively, the Credit Agreement Obligations, the Designated Indebtedness Obligations and the Hedging Agreement Obligations; provided that “Guaranteed Obligations” shall exclude any Excluded Swap Obligations.
“Hedging Agreement Obligations” means, collectively, all obligations of any Obligor to any Lender (or any Affiliate thereof) under any Hedging Agreement including in each case all fees, indemnification payments and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing by such Obligor to such Lender (or any Affiliate thereof) under such Hedging Agreement, and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to such Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding; provided that, for any such obligations to constitute Hedging Agreement Obligations for purposes hereof, (i) the Lender (or its Affiliate) and the Borrower (or any other Obligor) shall have delivered written notice to the Collateral Agent to the effect that such Lender (or Affiliate) and the Borrower (or such Obligor) have entered into a Hedging Agreement governing one or more hedging arrangements and the obligations arising thereunder shall constitute Hedging Agreement Obligations hereunder and (ii) such Lender (or Affiliate) irrevocably appoints and authorizes Collateral Agent to act as its agent with respect to such Hedging Agreement Obligations with such powers as are specifically delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto.
Notwithstanding the foregoing, the Borrower may, at its option, elect that a Hedging Agreement that would otherwise be entitled to the benefits of this Agreement, and that would otherwise give rise to Hedging Agreement Obligations hereunder, not be treated as a Hedging Agreement, and not give rise to Hedging Agreement Obligations, hereunder. Such election shall
8
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
be effected by delivery by the Borrower to the Collateral Agent of a notice to such effect, confirmed in writing by the respective hedge counterparty party to such Hedging Agreement.
For purposes hereof, it is understood that any obligations of any Obligor to a Person arising under a Hedging Agreement evidencing or relating to any Hedging Agreement Obligations entered into at the time such Person (or an Affiliate thereof) is a “Lender” party to the Credit Agreement shall nevertheless continue to constitute Hedging Agreement Obligations for purposes hereof, notwithstanding that such Person (or its Affiliate) may have assigned all of its Loans and other interests in the Credit Agreement and therefore, at the time a claim is to be made in respect of such obligations, neither such Person nor any of its Affiliates is a “Lender” party to the Credit Agreement; provided that, neither such Person nor any such Affiliate shall be entitled to the benefits of this Agreement (and such obligations shall not constitute Hedging Agreement Obligations hereunder) unless, at or prior to the time it ceased to be a Lender hereunder, it shall have notified the Collateral Agent in writing of the existence of such agreement and the Borrower shall have elected that such Hedging Agreement be entitled to the benefits of this Agreement. Solely for purposes of Section 8.06, any references to “obligations” owed by any Person under a Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof.
Any Hedging Agreement being secured by this Agreement shall not create in favor of any Lender or any Affiliate thereof that is a party thereto, except as expressly provided herein, (i) any rights in connection with the management or release of any Collateral or of the obligations of any Obligor under this Agreement or (ii) any rights to consent to any amendment, waiver, or other matter under this Agreement or any other Loan Document. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, as applicable, no provider or holder of any Hedging Agreement Obligations (other than in its capacity as Administrative Agent, Collateral Agent or Lender to the extent applicable) has any individual right to enforce this Agreement or bring any remedies with respect to any Lien on Collateral granted pursuant to the Loan Documents. By accepting the benefits of this Agreement, such party shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by this Agreement as a Secured Party, subject to the limitations set forth in the preceding sentence.
“Indemnitee” has the meaning given to such term in Section 9.05.
“Indorsed” means, with respect to any Certificated Security or any Instrument, that such Certificated Security or Instrument has been assigned or transferred to the applicable transferee pursuant to an effective Indorsement.
“Lenders” means any Lender, or any Issuing Bank or Swingline Lender, that is from time to time party to the Credit Agreement.
“Notice of Designation” has the meaning specified in Section 6.01.
“NYUCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.
9
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
“Obligors” has the meaning given to such term in the preamble.
“Payment Recipient” has the meaning given to such term in Section 9.10(a).
“Permitted Encumbrances” means any Liens not prohibited by the provisions of the Credit Agreement and any Designated Indebtedness Document, including with respect to a Special Equity Interest any Lien in favor of a creditor of the issuer of such Special Equity Interest as contemplated by the definition of such term in the Credit Agreement.
“Pledged Account” has the meaning given to such term in Section 4.
“Qualified ECP Subsidiary Guarantor” means, in respect of any Hedging Agreement Obligations, (a) each Subsidiary Guarantor with total assets exceeding $10,000,000 at the time the relevant guaranty or grant of the relevant security interest becomes effective with respect to such Hedging Agreement Obligations or (b) such other person that (i) qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act or any rules, regulations or orders promulgated thereunder or (ii) can cause another person to qualify as an “eligible contract participant” at such time by entering into a “keepwell, support, or other agreement” as contemplated by Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Required Secured Parties” means (a) so long as no Trigger Event has occurred and is continuing, the Required Lenders or (b) if a Trigger Event shall have occurred and be continuing, Secured Parties holding more than 50% of the aggregate outstanding principal amount of the Credit Agreement Obligations, the Designated Indebtedness Obligations and the Hedging Agreement Obligations.
“Secured Obligations” means, collectively, (a) in the case of the Borrower, the Credit Agreement Obligations, the Designated Indebtedness Obligations and the Hedging Agreement Obligations, (b) in the case of each Subsidiary Guarantor, the obligations of such Subsidiary Guarantor in respect of the Guaranteed Obligations pursuant to Section 3.01, the Designated Indebtedness Obligations of such Subsidiary Guarantor and the Hedging Agreement Obligations of such Subsidiary Guarantor (if such Subsidiary Guarantor is a primary guarantor) and (c) in the case of all Obligors, all present and future obligations of the Obligors to the Secured Parties, or any of them, hereunder or under any other Security Document; provided that “Secured Obligations” shall include obligations to the Collateral Agent’s Collateral Agent Erroneous Payment Subrogation Rights (without duplication of any other Secured Obligations) but shall exclude any Excluded Swap Obligations.
“Secured Party” means, collectively, the Lenders, the Administrative Agent, each Designated Indebtedness Holder, each Financing Agent, each Person that is not a Lender and is owed a Hedging Agreement Obligation of the type described in, and subject to the conditions set forth in, the second paragraph of the definition of “Hedging Agreement Obligations” and the Collateral Agent.
“Specified Actions” has the meaning specified in Section 5.04.
10
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
“Specified Investment” means any "Portfolio Investment" under and as defined in the Credit Agreement or any Designated Indebtedness Document.
“Specified Obligor” means any Obligor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 3.08).
“Subsidiary Guarantors” has the meaning given to such term in the preamble.
“Trigger Event” means any of the following events or conditions:
“Underlying Accounts” has the meaning given to such term in the definition of the term “Deliver”.
11
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
12
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
13
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
14
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever (in each case, other than any notice provided for in any Debt Document), and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement, the other Debt Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
15
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
16
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
PROVIDED, HOWEVER, that (A) in no event shall the term “Collateral” include or the security interest granted under this Section 4 attach to (i) any Deposit Account, Securities Account or Commodity Account that is not specified on Schedule 4 hereto, (ii) any contract, property rights, Equity Interests, obligation, instrument or agreement to which an Obligor is a party (or to any of its rights or interests thereunder) if the grant (or perfection or enforcement) of such security interest would constitute or result in either (x) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (y) a breach or termination pursuant to the terms of, or a default under, any such contract, property rights, Equity Interests, obligation, instrument or agreement (other than to the extent that any such term would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), (iii) any Equity Interests in Permitted CLO Issuers and Financing Subsidiaries to the extent the Equity Interests in such Permitted CLO Issuer or Financing Subsidiary is required to be released pursuant to Section 10.03(e)(iv), (iv) any Equity Interests in any Foreign Subsidiary in excess of 65% of any class of Equity Interests of such Foreign Subsidiary, (v) any assets that are directly-held or indirectly-held by a Foreign Subsidiary or by a Financing Subsidiary, (vi) any assets with respect to which applicable law prohibits the creation or perfection of such security interests therein (other than to the extent that any such prohibition is rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), (vii) any Equity Interest in a Portfolio Investment that is issued as an “equity kicker” to holders of subordinated debt and such Equity Interest is pledged to secure senior debt of such Portfolio Investment to the extent required thereby, (viii) any intent-to-use application for United
17
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
States trademark registration, (ix) any Excluded Account that is not listed on Schedule 4 hereto or which has been removed therefrom with the consent of the Collateral Agent pursuant to Section 4(c), (x) any property that, were it “Collateral” hereunder, would be subject to release pursuant to Section 10.03 (including Financing Subsidiaries and Immaterial Subsidiaries released pursuant to Section 10.03(e)(ii)), (xi) any debt Investment (excluding any Portfolio Investment) in a Controlled Foreign Corporation with respect to which applicable law would create adverse tax consequences in connection with the creation or perfection of security interests therein, (xii) any real property, (xiii) any property that is a Transferred Asset or subject to a Back-to-Back Transaction permitted under the Credit Agreement and other Debt Documents, (xiv) at any time an Obligor or a joint venture of an Obligor has entered into an agreement in writing with a non-Affiliate third party that the applicable Obligor is not permitted to grant a security interest in such Obligor’s interests in such joint venture, such Obligor’s interests in such joint venture or (xv) any Excluded Asset identified by the Borrower to the Administrative Agent and Collateral Agent as being held for purposes of satisfying U.S. or EU risk retention rules, solely to the extent that, and for so long as, such Excluded Asset is held by an Obligor for such purposes and (B) the Obligors may, by notice to the Collateral Agent, exclude from the grant of a security interest provided above in this Section 4 (and exclude from the definition of “Collateral”), any Special Equity Interests designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that the Borrower may at any later time rescind any such designation by similar notice to the Collateral Agent) (the assets described in clauses (A) and (B), collectively, the “Excluded Collateral”).
(a) Pari Passu Status of Obligations. Each Secured Party by acceptance of the benefits of this Agreement and the other Security Documents agrees that their respective interests in the Security Documents and the Collateral shall rank pari passu and that the Secured Obligations shall be equally and ratably secured by the Security Documents, and all payments received through the exercise of remedies in respect of the Debt Documents shall be shared ratably, in each case subject to the terms hereof and the priority of payment established in Section 8.06.
(b) Sharing of Guarantees and Liens. Each Secured Party by acceptance of the benefits of this Agreement and the other Security Documents agrees that (i) such Secured Party will not accept from any Subsidiary of the Borrower any guarantee of any of the Guaranteed Obligations unless such Subsidiary simultaneously guarantees the payment of all of the Guaranteed Obligations owed to all Secured Parties and (ii) such Secured Party will not hold, take, accept or obtain any Lien upon any assets of any Obligor or any Subsidiary of the Borrower to secure the payment and performance of the Secured Obligations except and to the extent that such Lien is in favor of the Collateral Agent pursuant to this Agreement or another Security Document to which the Collateral Agent is a party for the benefit of all of the Secured Parties as provided herein.
Anything in this Section 5.01, or any other provision of this Agreement, to the contrary notwithstanding, this Agreement shall be inapplicable to any debtor-in-possession financing that
18
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
may be provided by any Secured Party to the Borrower or any of its Subsidiaries in any federal or state bankruptcy or insolvency proceeding, and no consent or approval of any other Secured Party shall be required as a condition to the provision by any Secured Party of any such financing, and no other Secured Party shall be entitled to share in any Lien upon any Collateral granted to any Secured Party to secure repayment of such debtor-in-possession financing; provided, that no Secured Party shall be barred from objecting to any such financing on the basis of adequate protection or any other grounds.
19
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
20
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
No such designation shall be effective unless and until the Borrower and such Financing Agent (or, if there is no Financing Agent, each Designated Indebtedness Holder) shall have executed and delivered to the Collateral Agent either (x) a joinder agreement to this Agreement, substantially in the form of Exhibit C, or (y) such other document or agreement, in a form
21
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
reasonably satisfactory to the Administrative Agent and the Collateral Agent, pursuant to which such Financing Agent (or, if there is no Financing Agent, such Designated Indebtedness Holder) shall have become a party hereto and assumed the obligations of a Financing Agent (or Designated Indebtedness Holder) hereunder, as applicable.
22
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
23
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
24
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
25
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
26
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.
The proceeds of each collection, sale or other disposition under this Section 8.03 shall be applied in accordance with Section 8.06.
The Obligors recognize that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Obligors acknowledge that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that to the extent any such private sale is conducted by the Collateral Agent in a commercially reasonable manner, the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the Obligors, or the issuer thereof, to register it for public sale.
27
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
First, to the payment of the reasonable and documented costs and expenses of such collection, sale or other realization, including reasonable and documented out-of-pocket costs and expenses of the Collateral Agent and the reasonable and documented fees and expenses of its agents and counsel, and all expenses incurred and advances made by the Collateral Agent in connection therewith;
Second, to the payment of any fees, costs, expenses and other amounts then owing by such Obligor to the Collateral Agent in its capacity as such;
Third, to the payment of any reasonable and documented fees, costs and expenses then owing by such Obligor to the Secured Parties (other than the Collateral Agent) under the applicable Debt Documents, in each case to each such Secured Party ratably;
Fourth, to the payment of the Secured Obligations of such Obligor then due and payable, in each case to each Secured Party ratably in accordance with the amount of Secured Obligations then due and payable to such Secured Party (it being understood that, for the purposes hereof (a) the outstanding principal amount of the loans under the Debt Documents shall be deemed, for purposes of this pro rata calculation, then due and payable whether or not any Acceleration of such loans has occurred; provided that, if any portion of the Secured Obligations owing to any Secured Party is not due and payable, the Collateral Agent will hold such proceeds as collateral for such Secured Party, (b) to the extent any cash collateral in respect of a letter of credit shall be due and payable under a Debt Document, that such cash collateral shall be deemed to be a Secured Obligation that is due and payable for purposes hereof) and (c) the outstanding amount of Hedging Agreement Obligations shall be deemed then due and payable whether or not any termination thereof has occurred); and
Fifth, to the payment to the respective Obligor, or their respective successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining.
For the avoidance of doubt, payments made pursuant to Section 2.10(b), (c) or (d) of the Credit Agreement shall not be subject to this Section 8.06, unless the Collateral Agent, after the occurrence and during the continuation of an Event of Default, has directed the actions giving rise to such payments.
28
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
In making the allocations required by this Section 8.06, the Collateral Agent may rely upon its records and information supplied to it pursuant to Section 9.02, and the Collateral Agent shall have no liability to any of the other Secured Parties for actions taken in reliance on such information, except to the extent of its gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Collateral Agent may, in its sole discretion, at the time of any application under this Section 8, withhold all or any portion of the proceeds otherwise to be applied to the Secured Obligations as provided above and maintain the same in a segregated cash collateral account in the name and under the exclusive Control of the Collateral Agent, to the extent that it in good faith believes that the information provided to it pursuant to Section 9.02 is either incomplete or inaccurate and that application of the full amount of such proceeds to the Secured Obligations would be disadvantageous to any Secured Party or if the amount of such Secured Obligations is not yet due and payable. All distributions made by the Collateral Agent pursuant to this Section 8 shall be final (subject to any decree of any court of competent jurisdiction), and the Collateral Agent shall have no duty to inquire as to the application by the other Secured Parties of any amounts distributed to them.
Excluded Swap Obligations with respect to any Specified Obligor shall not be paid with amounts received from such Specified Obligor or its assets, but appropriate adjustments shall be made with respect to payments from other Obligors to preserve the allocation to Secured Obligations otherwise set forth above in this Section 8.
29
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
30
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
31
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
32
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
33
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
34
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
35
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
Each party’s obligations, agreements and waivers under this Section 9.10 shall survive the resignation or replacement of the Collateral Agent, any transfer of rights or obligations by, or the replacement of, a Secured Party, the termination of the commitments and/or the repayment, satisfaction or discharge of all the Secured Obligations (or any portion thereof) under any Debt Document.
36
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
37
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
38
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
Any such amendment, waiver or release shall be binding upon the Collateral Agent, each other Secured Party and each Obligor.
The Collateral Agent hereby confirms and the Administrative Agent hereby agrees that the Collateral Agent is authorized to release from time to time Subsidiary Guarantors from the guarantees in respect of the Credit Agreement Obligations and the other property and assets from the Liens securing the Credit Agreement Obligations in accordance with Section 9.02(c) of the Credit Agreement. The guarantees in respect of any Designated Indebtedness Obligations and the Liens securing any Designated Indebtedness Obligations will be released, in whole or in part, as provided in the Designated Indebtedness Documents governing such Designated Indebtedness Obligations. In connection with any release of Collateral from the Lien of this Agreement and the other Security Documents, the Collateral Agent will use commercially reasonable efforts to promptly, and in any event within five (5) Business Days of request by the Borrower, (i) execute and deliver assignments, bills of sale, termination statements and other releases and instruments (including any UCC termination statements, lien releases, reassignments of trademarks, discharges of security interests and other similar discharge or release documents (in recordable form if appropriate)), (ii) deliver any portion of the Collateral in its possession to the Borrower (or its designee) and (iii) otherwise take such actions, and cause or permit the Custodian to take such actions, in each case, as the Borrower may reasonably request in order to effect and/or evidence the release and transfer of such Collateral at the Borrower’s expense. Notwithstanding the foregoing to the contrary, if all of the Secured Obligations owing to any Secured Party (but not all Secured Parties) have been paid in full in cash (other than unasserted contingent indemnities and similar obligations that survive the termination thereof), and all commitments under the Debt Documents have expired or terminated, then this Agreement shall be deemed to automatically terminate with respect to such Secured Party (including, without limitation, the consent rights of such Secured Party under this Section 10.03).
39
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
Neither the Borrower nor any other Obligor shall be liable to any Indemnitee for any special, indirect, consequential or punitive Losses arising out of or in connection with this Agreement asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the Secured Obligations of the
40
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
Borrower or any other Obligor under the preceding provisions of this subsection with respect to Losses not expressly described in the foregoing limitation.
41
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
42
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
43
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee and Security Agreement to be duly executed and delivered as of the day and year first above written,
BAIN CAPITAL SPECIALTY FINANCE, INC.
By:
Name:
Title:
Address for Notices
Bain Capital Specialty Finance, Inc.
200 Clarendon Street, 37th Floor
Boston, MA 02116
Attention: Amit Joshi
Telephone: (212) 803-9690
Email: amit.joshi@baincapital.com
with a copy to (which shall not constitute a notice hereunder):
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Attention: Jay R. Alicandri, Esq.
Telephone: (212) 698-3800
Email: jay.alicandri@dechert.com
[Signature Page to Guarantee and Security Agreement]
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
SUMITOMO MITSUI BANKING CORPORATION,
as Administrative Agent and Collateral Agent
By:
Name:
Title:
Address for Notices
Sumitomo Mitsui Banking Corporation
277 Park Avenue
New York, NY 10172
Attention: Valeria Wilson
Phone: 212 256 7341
Fax: 212-224-4433
Email: Verleria_Wilson@smbcgroup.com and agencyservices@smbcgroup.com
With a copy to:
Sumitomo Mitsui Banking Corporation
277 Park Avenue
New York, NY 10172
Attention: Frank Luzzi
Phone: 212-256-7279
Fax: 212-224-4433
Email: frank_luzzi@smbcgroup.com
Sumitomo Mitsui Banking Corporation
[Signature Page to Guarantee and Security Agreement]
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
277 Park Avenue
New York, NY 10172
Attention: Brett Austin
Phone: 212-256-7279
Email: brett_austin@smbcgroup.com
Sumitomo Mitsui Banking Corporation
277 Park Avenue
New York, NY 10172
Attention: Kevin Smith
Phone: 212-224-4547
Email: kevin_smith@smbcgroup.com
[Signature Page to Guarantee and Security Agreement]
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
SCHEDULE 2.05
FILING DETAILS
1. Legal name: Bain Capital Specialty Finance, Inc.
Type of organization: Corporation
Jurisdiction of organization: Delaware
Tax Identification Number: 81-2878769
Mailing Address: 200 Clarendon Street, 37th Floor, Boston, MA 02116
2. Legal name: ADT BCSF Investments, LLC
Type of organization: Limited Liability Company
Jurisdiction of organization: Delaware
Tax Identification Number: 83-1667825
Mailing Address: 200 Clarendon Street, 37th Floor, Boston, MA 02116
3. Legal name: BCC BCSF DCB Investments, LLC
Type of organization: Limited Liability Company
Jurisdiction of organization: Delaware
Tax Identification Number: 86-2825897
Mailing Address: 200 Clarendon Street, 37th Floor, Boston, MA 02116
4. Legal name: BCSF Grammer Holdings (E), LLC
Type of organization: Limited Liability Company
Jurisdiction of organization: Delaware
Tax Identification Number: 83-2116329
Mailing Address: 200 Clarendon Street, 37th Floor, Boston, MA 02116
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
5. Legal name: BCSF Insigneo Holdings, LLC
Type of organization: Limited Liability Company
Jurisdiction of organization: Delaware
Tax Identification Number: 87-3825415
Mailing Address: 200 Clarendon Street, 37th Floor, Boston, MA 02116
6. Legal name: BCSF ServiceMaster Investments, LLC
Type of organization: Limited Liability Company
Jurisdiction of organization: Delaware
Tax Identification Number: 87-1761957
Mailing Address: 200 Clarendon Street, 37th Floor, Boston, MA 02116
7. Legal name: BCSF WSP, LLC
Type of organization: Limited Liability Company
Jurisdiction of organization: Delaware
Tax Identification Number: 87-2475852
Mailing Address: 200 Clarendon Street, 37th Floor, Boston, MA 02116
8. Legal name: BCSF I, LLC
Type of organization: Limited Liability Company
Jurisdiction of organization: Delaware
Tax Identification Number: 82-3124249
Mailing Address: 200 Clarendon Street, 37th Floor, Boston, MA 02116
9. Legal name: BCSF BBOG Investments, LLC
Type of organization: Limited Liability Company
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
Jurisdiction of organization: Delaware
Tax Identification Number: 92-1099433
Mailing Address: 200 Clarendon Street, 37th Floor, Boston, MA 02116
10. Legal name: BCSF Gills Point Investments, LLC
Type of organization: Limited Liability Company
Jurisdiction of organization: Delaware
Tax Identification Number: 93-1368302
Mailing Address: 200 Clarendon Street, 37th Floor, Boston, MA 02116
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
SCHEDULE 2.07
PROMISSORY NOTES
None.
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
SCHEDULE 2.08
LIST OF DEPOSIT ACCOUNTS, COMMODITY ACCOUNTS AND SECURITIES ACCOUNTS
I. Deposit Accounts
II. Securities Accounts
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
Securities Intermediary |
Account Name |
Account Number |
U.S. Bank National Association |
Bain Capital Specialty Finance |
DTC – 2803 Accnt 93547 |
The Bank of New York Mellon Corporation |
BCC BCSF DCB Investments, LLC |
DTC – 901 Accnt 957900 |
The Bank of New York Mellon Corporation |
BCSF WSP, LLC Custody |
DTC – 901 Accnt 128467 |
U.S. Bank National Association |
BCSF I, LLC |
DTC – 2803 Accnt 93547 |
The Bank of New York Mellon Corporation |
BCSF BBOG Investments LLC |
6018928400 |
The Bank of New York Mellon Corporation |
BCSF GILLS POINT INVESTMENTS LLC |
6003468400 |
III. Commodity Accounts
Commodity Intermediary |
Account Name |
Account Number |
N/A |
N/A |
N/A |
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
SCHEDULE 4
LIST OF PLEDGED ACCOUNTS
I. Deposit Accounts
Bank |
Account Name |
Account Number |
U.S. Bank National Association |
CDO/Bain Capital Specialty Finance |
104792552473 |
The Bank of New York Mellon Corporation |
BCC BCSF DCB Investments, LLC |
9576598400 |
Brown Brothers Harriman & Co |
BCSF ABRACON HOLDINGS, LLC |
6086250 |
The Bank of New York Mellon Corporation |
BCSF ServiceMaster Investments, LLC |
2979608400 |
The Bank of New York Mellon Corporation |
BCSF WSP, LLC |
1284678400 |
U.S. Bank National Association |
CDO/BCSF I, LLC |
104793472689 |
Brown Brothers Harriman & Co |
ADT BCSF INVESTMENTS, LLC |
6080857 |
Brown Brothers Harriman & Co |
BCSF GRAMMER HOLDINGS (E) |
6076301 |
Zions Bancorporation, N.A. |
Bain Capital Specialty Finance, Inc. |
5799150379 |
The Bank of New York Mellon Corporation |
BCSF BBOG Investments LLC |
6018928400 |
II. Securities Accounts
Securities Intermediary |
Account Name |
Account Number |
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
U.S. Bank National Association |
Bain Capital Specialty Finance |
DTC – 2803 Accnt 93547 |
The Bank of New York Mellon Corporation |
BCC BCSF DCB Investments, LLC |
DTC – 901 Accnt 957900 |
The Bank of New York Mellon Corporation |
BCSF WSP, LLC Custody |
DTC – 901 Accnt 128467 |
U.S. Bank National Association |
BCSF I, LLC |
DTC – 2803 Accnt 93547 |
The Bank of New York Mellon Corporation |
BCSF BBOG Investments LLC |
6018928400 |
The Bank of New York Mellon Corporation |
BCSF GILLS POINT INVESTMENTS LLC |
6003468400 |
III. Commodity Accounts
Commodity Intermediary |
Account Name |
Account Number |
N/A |
N/A |
N/A |
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
EXHIBIT A
[Form of Notice of Designation]
[Date]
Sumitomo Mitsui Banking Corporation,
as Collateral Agent
[Address]
Attention: _______________
Ladies and Gentlemen:
Reference is made to the Guarantee and Security Agreement, dated as of December 24, 2021 (as amended, modified and supplemented and in effect from time to time, the “Guarantee and Security Agreement”), among Bain Capital Specialty Finance, Inc., the Subsidiary Guarantors (if any) referred to therein, Sumitomo Mitsui Banking Corporation, as administrative agent for the Lenders referred to therein, the Financing Agents and/or Designated Indebtedness Holders (if any) referred to therein, and Sumitomo Mitsui Banking Corporation, as collateral agent for the Secured Parties referred to therein. Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed thereto in the Guarantee and Security Agreement.
Pursuant to Section 6.01 of the Guarantee and Security Agreement, the Borrower hereby designates the following [Secured Longer-Term Indebtedness] [Secured Shorter-Term Indebtedness] as “Designated Indebtedness” under the Guarantee and Security Agreement:
[Complete as appropriate]
Attached hereto is a copy of the certification contemplated by Section 6.01 of the Guarantee and Security Agreement.
BAIN CAPITAL SPECIALTY FINANCE, INC.
By:
Name:
Title:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
EXHIBIT B
[Form of Guarantee Assumption Agreement]
GUARANTEE ASSUMPTION AGREEMENT
GUARANTEE ASSUMPTION AGREEMENT dated as of_________, ______ (this “Agreement”) by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a _____________ (the “Additional Subsidiary Guarantor”), in favor of Sumitomo Mitsui Banking Corporation, as collateral agent for the Secured Parties under and as defined in the Guarantee and Security Agreement referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
Bain Capital Specialty Finance, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors referred to therein, Sumitomo Mitsui Banking Corporation, as administrative agent for the Lenders referred to therein, the Financing Agents and/or Designated Indebtedness Holders referred to therein, and the Collateral Agent, are parties to a Guarantee and Security Agreement, dated as of December 24, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Security Agreement”), pursuant to which such Subsidiary Guarantors have guaranteed the “Guaranteed Obligations” (as defined therein), and the Borrower and such Subsidiary Guarantors have granted liens in favor of the Collateral Agent as collateral security for the “Secured Obligations” (as defined therein). Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed thereto in the Guarantee and Security Agreement.
Pursuant to Section 7.04 of the Guarantee and Security Agreement, the Additional Subsidiary Guarantor hereby agrees to become a “Subsidiary Guarantor” and an “Obligor”, under and for all purposes of the Guarantee and Security Agreement, and each of the Schedules to the Guarantee and Security Agreement shall be deemed to be supplemented in the manner specified in Appendix A hereto. Without limiting the foregoing, (a) the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, (i) guarantees to the Collateral Agent for the benefit of each Secured Party and their respective successors and permitted assigns the prompt payment in full when due (whether at stated or extended maturity, by acceleration or otherwise) of the Guaranteed Obligations and (ii) agrees that if the Borrower shall fail to pay in full when due (whether at stated maturity or extended maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Additional Subsidiary Guarantor will, jointly and severally with the other Subsidiary Guarantors, pay the same without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal, in the same manner and to the same extent as is provided in Section 3 of the Guarantee and Security Agreement and (b) as collateral security for the payment in full when due (whether at stated or extended maturity, by acceleration or otherwise) of the Secured Obligations of the Additional Subsidiary Guarantor, the Additional Subsidiary Guarantor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties as provided in the Guarantee and Security Agreement a security interest in all of such Additional Subsidiary Guarantor’s right, title and interest in, to and under the
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
Collateral, in each case whether tangible or intangible, wherever located, and whether now owned by such Obligor or hereafter acquired and whether now existing or hereafter coming into existence.
In addition, as of the date hereof the Additional Subsidiary Guarantor hereby (i) makes the representations and warranties set forth in Section 2 of the Guarantee and Security Agreement with respect to itself and its obligations under this Agreement, as if each reference in such Sections to the Guarantee and Security Agreement included reference to this Agreement and (ii) irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (a) indicate the Collateral as “all personal property and other assets of whatever kind or nature, whether now existing or hereafter acquired or arising” of such Obligor or words of similar effect, and (b) contain the information required by Article 9 of the NYUCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Obligor is an organization, the type of organization and any organizational identification number issued to Obligor.
The Additional Subsidiary Guarantor hereby instructs its counsel to deliver any opinions to the Secured Parties required to be delivered in connection with the execution and delivery hereof
IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this Agreement to be duly executed and delivered as of the day and year first above written.
[NAME OF ADDITIONAL SUBSIDIARY GUARANTOR]
By:
Name:
Title:
Accepted and agreed:
SUMITOMO MITSUI BANKING CORPORATION,
as Collateral Agent
By:
Name:
Title:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
Appendix A
SUPPLEMENTS TO SCHEDULES TO
GUARANTEE AND SECURITY AGREEMENT
Supplement to Schedule 2.05:
[to be completed]
Supplement to Schedule 2.07:
[to be completed]
Supplement to Schedule 2.08:
[to be completed]
Supplement to Schedule 4:
[to be completed]
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
EXHIBIT C
[Form of Joinder Agreement]
JOINDER AGREEMENT
JOINDER AGREEMENT dated as of_________, ______ by [NAME OF FINANCING AGENT (the “Additional Financing Agent”)] [NAME OF DESIGNATED INDEBTEDNESS HOLDER (the “Additional Designated Indebtedness Holder”)], a [_____________], in favor of Sumitomo Mitsui Banking Corporation, as collateral agent for the Secured Parties under and as defined in the Guarantee and Security Agreement referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
Bain Capital Specialty Finance, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors (if any) referred to therein, Sumitomo Mitsui Banking Corporation, as administrative agent for the Lenders referred to therein, the Financing Agents (if any) or Designated Indebtedness Holders (if any) referred to therein, and the Collateral Agent, are parties to a Guarantee and Security Agreement dated as of December 24, 2021 (as amended, supplemented or otherwise modified and in effect from time to time, the “Guarantee and Security Agreement”).
Pursuant to Section 6.01 of the Guarantee and Security Agreement, the [Additional Financing Agent] [Additional Designated Indebtedness Holder] hereby agrees to (and does hereby) become a [“Financing Agent”] [“Designated Indebtedness Holder”] and a “Secured Party”, under and for all purposes of the Guarantee and Security Agreement. Without limiting the foregoing, the [Additional Financing Agent] [Additional Designated Indebtedness Holder] hereby agrees to be bound by and comply with all of the terms and provisions of the Guarantee and Security Agreement applicable to it as a [“Financing Agent”] [“Designated Indebtedness Holder”] or a “Secured Party” (including, without limitation, the agreements of the Secured Parties set forth in Section 5 and Section 6.03 of the Guarantee and Security Agreement).
Sections 10.06, 10.08 and 10.09 of the Guarantee and Security Agreement apply to this Joinder Agreement mutatis mutandis.
IN WITNESS WHEREOF, the [Additional Financing Agent] [Additional Designated Indebtedness Holder] has caused this Joinder Agreement to be duly executed and delivered as of the day and year first above written.
[NAME OF FINANCING AGENT] [NAME OF DESIGNATED INDEBTEDNESS HOLDER]
By:
Name:
Title:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
Accepted and agreed:
SUMITOMO MITSUI BANKING CORPORATION,
as Collateral Agent
By:
Name:
Title:
BAIN CAPITAL SPECIALTY FINANCE, INC.
By:
Name:
Title:
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
EXHIBIT D
[Form of Agreement Regarding Uncertificated Equity Interests]
This AGREEMENT REGARDING UNCERTIFICATED EQUITY INTERESTS (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [__], 20[__], among [__] (the “Pledgor”), Sumitomo Mitsui Banking Corporation, as collateral agent for the Secured Parties hereinafter referred to (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and [__], as the issuer of the Issued Pledged Interests (as defined below) (the “Issuer”).
W I T N E S S E T H :
WHEREAS, the Pledgor, certain of its affiliates and the Collateral Agent have entered into the Guarantee and Security Agreement, dated as of December 24, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not defined herein shall be given meanings assigned to such terms in the Security Agreement), under which, among other things, in order to secure the payment of the Secured Obligations under the Debt Documents, the Pledgor has or will pledge to the Collateral Agent for the benefit of the Secured Parties, and grant a security interest in favor of the Collateral Agent for the benefit of the Secured Parties in, all of the right, title and interest of the Pledgor in and to any and all of its Equity Interests, including, without limitation, any “uncertificated securities” (as defined in Section 8-102(a)(18) of the UCC, as adopted in the State of New York) (“Uncertificated Securities”), partnership interests, limited liability company interests, uncertificated capital stock and any other uncertificated ownership interests from time to time issued by the Issuer, whether now existing or hereafter from time to time acquired by the Pledgor (with all of such Uncertificated Securities, partnership Interests, limited liability company interests, uncertificated capital stock and any other uncertificated ownership interests being herein collectively called the “Issuer Pledged Interests”); and
WHEREAS, the Pledgor desires the Issuer to enter into this Agreement in order to perfect the security interest of the Collateral Agent under the Security Agreement in the Issuer Pledged Interests, to vest in the Collateral Agent control of the Issuer Pledged Interests and to provide for the rights of the parties under this Agreement;
NOW THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. The Pledgor hereby irrevocably authorizes and directs the Issuer, and the Issuer hereby agrees, following its receipt of a notice from the Collateral Agent stating that the Collateral Agent is exercising exclusive control of the Issuer Pledged Interests, to comply with any and all instructions and orders originated by the Collateral Agent (and its successors and assigns) regarding any and all of the Issuer Pledged Interests without the further consent by the registered owner (including the Pledgor), and, following its receipt of a notice from the Collateral Agent stating that the Collateral Agent is exercising exclusive control of the Issuer Pledged Interests, not
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
to comply with any instructions or orders regarding any or all of the Issuer Pledged Interests originated by any person or entity other than the Collateral Agent (and its successors and assigns) or a court of competent jurisdiction.
2. The Issuer hereby certifies that (i) no notice of any security interest, lien or other encumbrance or claim affecting the Issuer Pledged Interests (other than the security interest of the Collateral Agent) has been received by it, and (ii) the security interest of the Collateral Agent in the Issuer Pledged Interests has been registered in the books and records of the Issuer.
3. Following its receipt of a notice from the Collateral Agent stating that the Collateral Agent is exercising exclusive control of the Issuer Pledged Interests and until the Collateral Agent shall have delivered written notice to the Issuer that all of the Secured Obligations under the Loan Documents have been paid in full and this Agreement is terminated.
4. This Agreement shall be binding upon the successors and assigns of the Pledgor and the Issuer and shall inure to the benefit of and be enforceable by the Collateral Agent and its successors and permitted assigns. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. In the event that any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all parties hereto. None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever except in writing signed by the Collateral Agent, the Issuer and the Pledgor.
5. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH 5.
[Signature Page Follows]
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
IN WITNESS WHEREOF, the Pledgor, the Collateral Agent and the Issuer have caused this Agreement to be executed by their duly elected officers duly authorized as of the date first above written.
|
[__________________________________], |
|
|
By: |
|
|
Name: |
|
|
Title: |
|
|
Sumitomo Mitsui Banking Corporation, |
|
|
By: |
|
|
Name: |
|
|
Title: |
|
|
[__________________________________], |
|
|
By: |
|
|
Name: |
|
|
Title: |
|
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951
Table of Contents
Page
Section 1. Definitions, Etc 2
1.01. Certain Uniform Commercial Code Terms 2
1.02. Additional Definitions 2
1.03. Credit Agreement Definitions 11
1.04. Terms Generally 11
Section 2. Representations and Warranties 12
2.01. Organization 12
2.02. Authorization; Enforceability 12
2.03. Governmental Approvals; No Conflicts 12
2.04. Title 12
2.05. Names, Etc 12
2.06. Changes in Circumstances 13
2.07. Promissory Notes 13
2.08. Deposit Accounts, Securities Accounts and Commodity Accounts 13
Section 3. Guarantee 13
3.01. The Guarantee 13
3.02. Obligations Unconditional 14
3.03. Reinstatement 14
3.04. Subrogation 15
3.05. Remedies 15
3.06. Continuing Guarantee 15
3.07. General Limitation on Guarantee Obligations 15
3.08. Keepwell 15
Section 4. Collateral 16
Section 5. Certain Agreements Among Secured Parties 18
5.01. Priorities; Additional Collateral; Sharing of Guarantees and Liens 18
5.02. Turnover of Collateral 18
5.03. Cooperation of Secured Parties 18
5.04. Limitation upon Certain Independent Actions by Secured Parties 18
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951 |
-i- |
|
Table of Contents
(continued)
Page
5.05. No Challenges 19
5.06. Rights of Secured Parties as to Secured Obligations 19
5.07. Certain Undertakings with respect to Excluded Assets 19
Section 6. Designation of Designated Indebtedness; Recordkeeping, Etc 20
6.01. Designation of Designated Indebtedness 20
6.02. Recordkeeping 21
6.03. Further Assurances 21
Section 7. Covenants of the Obligors 21
7.01. Delivery and Other Perfection 22
7.02. Name; Jurisdiction of Organization, Etc 23
7.03. Other Financing Statements or Control 23
7.04. Additional Subsidiary Guarantors 24
7.05. Control Agreements 24
7.06. Credit Agreement 25
Section 8. Acceleration Notice; Remedies; Distribution of Collateral 25
8.01. Notice of Acceleration 25
8.02. Preservation of Rights 25
8.03. Events of Default, Etc 25
8.04. Deficiency 26
8.05. Private Sale 27
8.06. Application of Proceeds 27
8.07. Attorney-in-Fact 28
8.08. Exercise of Control 28
Section 9. The Collateral Agent 29
9.01. Appointment; Powers and Immunities 29
9.02. Information Regarding Secured Parties 29
9.03. Reliance by Collateral Agent 30
9.04. Rights as a Secured Party 30
9.05. Indemnification 30
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951 |
-ii- |
|
Table of Contents
(continued)
Page
9.06. Non-Reliance on Collateral Agent and Other Secured Parties 31
9.07. Failure to Act 31
9.08. Resignation of Collateral Agent 31
9.09. Agents and Attorneys-in-Fact 32
9.10. Erroneous Payments 32
Section 10. Miscellaneous 35
10.01. Notices 35
10.02. No Deemed Waivers; Remedies Cumulative 35
10.03. Amendments, Waivers and Releases 35
10.04. Expenses; Indemnity; Damage Waiver 38
10.05. Successors and Assigns 39
10.06. Counterparts; Integration; Effectiveness; Electronic Execution 39
10.07. Severability 40
10.08. Governing Law; Jurisdiction 40
10.09. Waiver of Jury Trial 41
10.10. Headings 41
10.11. Confidentiality 41
10.12. Termination 41
Annexes and Exhibits
Schedule 2.05 Filing Details
Schedule 2.07 Promissory Notes
Schedule 2.8 List of Deposit Accounts, Securities Accounts and Commodity Accounts
Schedule 4 List of Pledged Accounts
Exhibit A Form of Notice of Designation
Exhibit B Form of Guarantee Assumption Agreement
Exhibit C Form of Joinder Agreement
Exhibit D Form of Agreement Regarding Uncertificated Equity Interests
DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951 |
-iii- |
|
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael A. Ewald, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of Bain Capital Specialty Finance, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused, such internal control over financial reporting to be designed under our supervision, 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; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 6, 2024
|
|
|
/s/ Michael A. Ewald |
|
Michael A. Ewald |
|
Chief Executive Officer |
|
Bain Capital Specialty Finance, Inc. |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Amit Joshi, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of Bain Capital Specialty Finance, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused, such internal control over financial reporting to be designed under our supervision, 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; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 6, 2024
|
/s/ Amit Joshi |
|
Amit Joshi |
|
Chief Financial Officer |
|
Bain Capital Specialty Finance, Inc. |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Bain Capital Specialty Finance, Inc. (the “Company”) for the quarterly period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael A. Ewald, Chief Executive Officer of the Company, and I, Amit Joshi, Chief Financial Officer of the Company, each certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:
Date: August 6, 2024
|
/s/ Michael A. Ewald |
|
|
|
Michael A. Ewald |
|
Chief Executive Officer |
|
Bain Capital Specialty Finance, Inc. |
|
|
|
|
|
/s/ Amit Joshi |
|
|
|
Amit Joshi |
|
Chief Financial Officer |
|
Bain Capital Specialty Finance, Inc. |