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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Blue Owl Technology Income Corp. 486BPOS 4/18/24 16:13M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
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| BLUE OWL TECHNOLOGY INCOME CORP. |
| i ☐ | Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. |
| i ☒ | Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan. |
| i ☐ | Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
| i ☐ | Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
| i ☐ | Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
| i ☐ | when declared effective pursuant to Section 8(c) of the Securities Act. |
| i ☒ | immediately upon filing pursuant to paragraph (b) |
| i ☐ | on (date) pursuant to paragraph (b) |
| i ☐ | 60 days after filing pursuant to paragraph (a) |
| i ☐ | on (date) pursuant to paragraph (a) |
| i ☐ | This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement]. |
| i ☐ | This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: . |
| i ☐ | This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: . |
| i ☐ | This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: . |
| i ☐ | Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)). |
| i ☒ | Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
| i ☐ | Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
| i ☐ | A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
☐ |
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
| i ☒ | Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). |
| i ☐ | 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 7(a)(2)(B) of Securities Act. |
| i ☐ | New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
• |
This is an initial public offering. |
• |
You should not expect to be able to sell your shares regardless of how we perform. |
• |
If you are able to sell your shares, you likely will receive less than your purchase price. |
• |
We do not intend to list our shares on any securities exchange and we do not expect a secondary market in our shares to develop. |
• |
We may, from time to time, determine to repurchase a portion of the shares of our common stock, and if we do, we expect that only a limited number of shares will be eligible for repurchase. In addition, any such repurchases will be at prices determined by our board of directors, which may be at a discount to the price at which you purchased shares of our common stock in this offering. |
• |
You should consider that you may not have access to the money you invest for an indefinite period of time. |
• |
The Incentive Fees payable by the Company to the Adviser may create an incentive for the Adviser to pursue investments that are riskier or more speculative than would be the case in the absence of such compensation arrangement. |
• |
Investors in our Class S and Class D shares will be subject to ongoing servicing fees of 0.85% and 0.25%, respectively. See “Share Class Specifications.” |
• |
An investment in shares of our common stock is not suitable for you if you need access to the money you invest. See “Suitability Standards” and “Perpetual-Life BDC.” |
• |
Because you will be unable to sell your shares, you will be unable to reduce your exposure in any market downturn. |
• |
Distributions on our common stock may exceed our taxable earnings and profits. Therefore, portions of the distributions that we pay may represent a return of capital to you for U.S. federal income tax purposes. A return of capital is a return of a portion of your original investment in shares of our common stock. As a result, a return of capital will (i) lower your adjusted tax basis in your shares and thereby increase the amount of capital gain (or decrease the amount of capital loss) realized upon a subsequent sale or redemption of such shares, and (ii) reduce the amount of funds we have for investment in portfolio companies. We have not established any limit on the extent to which we may use offering proceeds to fund distributions. |
• |
Distributions also may be funded in significant part, directly or indirectly, from the deferral of certain investment advisory fees, that may be subject to repayment to our Adviser and/or the reimbursement of certain operating expenses, that may be subject to repayment to our Adviser and its affiliates. Significant portions of distributions may not be based on investment performance. In the event distributions are funded from deferrals of fees and reimbursements by our affiliates, such funding may not continue in the future. If our affiliates do not agree to reimburse certain of our operating expenses, then significant portions of our distributions may come from offering proceeds or borrowings. The repayment of any amounts owed to our affiliates will reduce future distributions to which you would otherwise be entitled. |
• |
As required by the 1940 Act, a significant portion of our investment portfolio is and will be recorded at fair value as determined in good faith by our Adviser, under the supervision of our board of directors, pursuant to Rule 2a-5 under the 1940 Act. As a result, there is and will be uncertainty as to the value of our portfolio investments. |
• |
If a subscription request, including the full subscription amount, is not received in good order at least five business days prior to the first day of the month, the investor may not be eligible to purchase securities during that month’s offering. Accordingly, if the subscription is not withdrawn, such investor will not know the net asset value per share until the following month’s net asset value is determined, which will be a significant period of time from the initial subscription. |
• |
We invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value. |
• |
Our investment strategy focuses on technology companies, which are subject to many risks, including volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs and periodic downturns, and you could lose all or part of your investment. |
Offering Price to Public(1) |
Maximum Upfront Sales Load(2)(3) |
Net Proceeds (Before Expenses)(3)(4)(5) |
||||||||||
Per Class S Share |
$ | 10.40 | $ | — | $ | 1,666,666,666.67 | ||||||
Per Class D Share |
$ | 10.40 | $ | — | $ | 1,666,666,666.67 | ||||||
Per Class I Share |
$ | 10.40 | — | $ | 1,666,666,666.67 | |||||||
Maximum Offering |
$ | 5,000,000,000 | $ | 5,000,000,000 | ||||||||
| (1) | Information in the table reflects the offering price per share of each class as of March 1, 2024. |
| (2) | No Upfront Sales Loads will be paid to the Company or Dealer Manager with respect to Class S shares, Class D shares or Class I shares, however, if subscribers buy Class S shares or Class D shares through certain financial intermediaries, those financial intermediaries may directly charge subscribers transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided |
| (3) | Assumes all shares are sold in the primary offering, with approximately 33% of the gross offering proceeds from the sale of Class S shares, approximately 33% from the sale of Class D shares and approximately 33% from the sale of Class I shares. OCA, an affiliate of the Adviser, has received an exemptive order that permits us to offer multiple classes of shares of common stock and to impose varying sales loads, asset-based service and/or distribution fees and early withdrawal fees. |
| (4) | In addition to the Upfront Sales Load, we estimate that in connection with this offering we will incur approximately $2.7 million of offering expenses (approximately 0.05% of the gross proceeds) if the maximum number of shares are sold, assuming 33% of the shares sold are from each of the Class S, Class D and Class I shares. |
| (5) | Amounts expressed may be higher or lower due to rounding. |
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| • | a gross annual income of at least $70,000 and a net worth of at least $70,000, or |
| • | a net worth of at least $250,000. |
| • | meets the minimum income and net worth standards established in the investor’s state; |
| • | can reasonably benefit from an investment in our common stock based on the investor’s overall investment objectives and portfolio structure; |
| • | is able to bear the economic risk of the investment based on the investor’s overall financial situation, including the risk that the investor may lose its entire investment; and |
| • | has an apparent understanding of the following: |
| • | the fundamental risks of the investment; |
| • | the lack of liquidity of our shares; |
| • | the background and qualification of our Adviser; and |
| • | the tax consequences of the investment. |
| • | Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations. |
| • | Price declines in the corporate leveraged loan market may adversely affect the fair value of our portfolio, reducing our net asset value through increased net unrealized depreciation and the incurrence of realized losses. |
| • | Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies. |
| • | We have a limited operating history. |
| • | The lack of liquidity in our investments may adversely affect our business. |
| • | We borrow money, which magnifies the potential for gain or loss and may increase the risk of investing in us. |
| • | Defaults under our current borrowings or any future borrowing facility or notes may adversely affect our business, financial condition, results of operations and cash flows. |
| • | If we are unable to obtain additional debt financing, or if our borrowing capacity is materially reduced, our business could be materially adversely affected. |
| • | Our ability to achieve our investment objective depends on our Adviser’s ability to manage and support our investment process. If our Adviser were to lose a significant number of its key professionals, or terminate the Investment Advisory Agreement, our ability to achieve our investment objective could be significantly harmed. |
| • | Because our business model depends to a significant extent upon Blue Owl’s relationships with corporations, financial institutions and investment firms, the inability of Blue Owl to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business. |
| • | We may face increasing competition for investment opportunities, which could delay further deployment of our capital, reduce returns and result in losses. |
| • | Our investment portfolio is recorded at fair value as determined in good faith by our Adviser in accordance with procedures adopted by our Board, and, as a result, there is and will be uncertainty as to the value of our portfolio investments. |
| • | Our Board may change our operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to our shareholders. |
| • | Internal and external cybersecurity threats and risks, as well as other disasters, may adversely affect our business or the business of our portfolio companies by impairing the ability to conduct business effectively. |
| • | We have adopted a policy to invest, under normal circumstances, at least 80% of the value of our assets in technology-related companies. |
| • | Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it. |
| • | Because the Dealer Manager is an affiliate of our Adviser, you will not have the benefit of an independent review of this prospectus customarily performed in underwritten offerings. |
| • | Our Adviser and its affiliates, including our officers and some of our directors, may face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in increased risk-taking or speculative investments, or cause our Adviser to use substantial leverage. |
| • | Our Class S and Class D shares are each subject to an ongoing servicing fee. Our fee structure may create incentives for our Adviser to make speculative investments or use substantial leverage. |
| • | The time and resources that individuals associated with our Adviser devote to us may be diverted, and we may face additional competition due to, among other things, the fact that neither our Adviser nor its affiliates is prohibited from raising money for or managing another entity that makes the same types of investments that we target. |
| • | Our Adviser and its affiliates may face conflicts of interest with respect to services performed for issuers in which we may invest. |
| • | Our Adviser or its affiliates may have incentives to favor their respective other accounts and clients and/or Blue Owl over us, which may result in conflicts of interest that could be harmful to us. |
| • | We may be obligated to pay our Adviser incentive fees even if we incur a net loss due to a decline in the value of our portfolio and even if our earned interest income is not payable in cash. |
| • | Our ability to enter into transactions with our affiliates is restricted. |
| • | Our Adviser’s inability to attract, retain and develop human capital in a highly competitive talent market could have an adverse effect on our Adviser, and thus us. |
| • | The requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a BDC. |
| • | Regulations governing our operation as a BDC and RIC affect our ability to raise capital and the way in which we raise additional capital or borrow for investment purposes, which may have a negative effect on our growth. As a BDC, the necessity of raising additional capital may expose us to risks, including risks associated with leverage. |
| • | Our investments in portfolio companies may be risky, and we could lose all or part of our investments. |
| • | We may invest through joint ventures, partnerships or other special purpose vehicles and our investments through these vehicles may entail greater risks, or risks that we otherwise would not incur, if we otherwise made such investments directly. |
| • | Defaults by our portfolio companies could jeopardize a portfolio company’s ability to meet its obligations under the debt or equity investments that we hold which could harm our operating results. |
| • | Subordinated liens on collateral securing debt investments that we may make to portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us. |
| • | We generally will not control the business operations of our portfolio companies and, due to the illiquid nature of our holdings in our portfolio companies, we may not be able to dispose of our interests in our portfolio companies. |
| • | We are, and will continue to be, exposed to risks associated with changes in interest rates. |
| • | International investments create additional risks. |
| • | Our investment strategy focuses on technology companies, which are subject to many risks, including volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs and periodic downturns, and you could lose all or part of your investment. |
| • | Our shares are not listed on an exchange or quoted through a quotation system and will not be listed for the foreseeable future, if ever. Therefore, our shareholders will have limited liquidity. |
| • | The net asset value of our common stock may fluctuate significantly. |
| • | The amount of any distributions we may make on our common stock is uncertain. We may not be able to pay distributions to shareholders, or be able to sustain distributions at any particular level, and our distributions per share, if any, may not grow over time, and our distributions per share may be reduced. We have not established any limit on the extent to which we may use borrowings, if any, and we may use offering proceeds to fund distributions (which may reduce the amount of capital we ultimately invest in portfolio companies). |
| • | We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain our tax treatment as a RIC under Subchapter M of the Code or if we make investments through taxable subsidiaries. |
| • | We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income. |
| • | Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy. |
| • | Heightened scrutiny of the financial services industry by regulators may materially and adversely affect our business. |
| • | We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or results of operations. |
| • | An incentive fee on net investment income, which we refer to as the incentive fee on income, will be calculated and payable quarterly in arrears and will be based upon our pre-incentive fee net investment income for the calendar quarter. The quarterly incentive fee on net investment income is (a) 100% of the pre-incentive fee net investment income between 1.25%, which we refer to as the quarterly preferred return, and 1.43%, which we refer to as the upper level breakpoint, of the Company’s net asset value for that calendar quarter plus pre-incentive fee net investment income in excess of the upper lever breakpoint for that calendar quarter. Pre-incentive fee net investment income is defined as investment
income and any other income, accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income does not include any expense support payments or any reimbursement by the Company of expense support payments, or any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The quarterly preferred return of 1.25% and upper level breakpoint of 1.43% are also adjusted for the actual number of days in each calendar quarter. |
| • | An incentive fee on capital gains will be determined and payable in arrears as of the end of each calendar year. It will be equal to (i) 12.50% of our realized capital gains on a cumulative basis from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (ii) the aggregate amount of any previously paid incentive fees on capital gains as calculated in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The following is a graphical representation of the calculation of the quarterly incentive fee on income: |
| • | First-lien debt. |
| • | Stand-alone first-lien loans. |
| • | Unitranche loans. |
lenders often are subject. Among the types of first-lien debt in which we may invest, “last out” first-lien loans generally have higher effective interest rates than other types of first-lien loans, since “last out” first-lien loans rank below standalone first-lien loans. |
| • | Second-lien debt. |
| • | Mezzanine debt. paid-in-kind, co-investment or warrants. Due to its higher risk profile and often less restrictive covenants compared to senior secured loans, mezzanine debt generally bears a higher stated interest
rate than first-lien and second-lien debt. |
| • | Broadly syndicated loans closed-end funds, hedge funds, banks, and insurance companies; and finance companies. A borrower must comply with various covenants
contained in a loan agreement or note purchase agreement between the borrower and the holders of the broadly syndicated loan. The broadly syndicated loans in which we invest may include loans that are considered “covenant-lite” loans, because of their lack of a full set of financial maintenance covenants. |
| • | requiring a total return on our investments (including both interest and potential equity appreciation) that compensates us for credit risk; |
| • | negotiating covenants in connection with our investments consistent with preservation of our capital. Such restrictions may include affirmative covenants (including reporting requirements), negative covenants (including financial maintenance covenants), lien protection, limitations on debt incurrence, restrictions on asset sales, downside and liquidation cases, restrictions on dividends and other payments, cash flow sweeps, collateral protection, required debt amortization, change of control provisions and board rights, including either observation rights or rights to a seat on the board under some circumstances; and |
| • | including debt amortization requirements, where appropriate, to require the timely repayment of principal of the loan, as well as appropriate maturity dates. |
| • | Read the entire final prospectus and the current supplement(s), if any, accompanying the final prospectus. |
| • | Complete the execution copy of the subscription agreement. A specimen copy of the subscription agreement is included as Appendix A. |
| • | Deliver payment for the amount of the shares being subscribed for along with the completed subscription agreement. You should direct your payment to “UMB Bank, N.A., as escrow agent for Blue Owl Technology Income Corp.” The initial minimum permitted purchases are $25,000 for the Class S and Class D shares, and $1 million for the Class I shares unless waived by the Dealer Manager. Additional purchases must be for a minimum of $500 for the Class S, Class D and Class I shares, except for purchases made pursuant to our distribution reinvestment plan. |
| • | By executing the subscription agreement and paying the full amount being subscribed for, each investor attests that he or she meets the minimum income and net worth standards as stated in the subscription agreement. |
| • | Subscribers are not committed to purchase shares at the time their subscription orders are submitted and any subscription may be canceled at any time before the time it has been accepted. You may withdraw your purchase request through your financial intermediary or directly by sending an email to . |
Stockholder transaction expenses (fees paid directly from your investment) |
Class S |
Class D |
Class I |
|||||||||
Maximum Upfront Selling Commissions(1) |
i — | % | i — | % | i — | % | ||||||
Distribution reinvestment plan fees |
i — | i — | i — | |||||||||
Total Stockholder transaction expenses |
i — | i — | i — | |||||||||
Annual expenses ( i as a percentage of net assets attributable to shares of common stock)(2) |
||||||||||||
Base management fees(3) |
i 1.25 | % | i 1.25 | % | i 1.25 | % | ||||||
Incentive fees(4) |
i — | i — | i — | |||||||||
Interest payment on borrowed funds(5) |
i 8.17 | i 8.17 | i 8.17 | |||||||||
Ongoing service fee(6) |
i 0.85 | i 0.25 | i — | |||||||||
Acquired fund fees and expenses(7) |
i — | i — | i — | |||||||||
Other expenses(8) |
i 0.48 | i 0.48 | i 0.48 | |||||||||
Total annual expenses |
i 10.75 | % | i 10.15 | % | i 9.90 | % | ||||||
Total net annual expenses |
i 10.75 | % | i 10.15 | % | i 9.90 | % |
| (1) | No Upfront Sales Load will be paid to the Company or Dealer Manager with respect to Class S shares, Class D shares and Class I shares. However, if subscribers purchase Class S shares or Class D shares through certain financial intermediaries, those financial intermediaries may directly charge transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided |
| (2) | Average net assets employed as the denominator for expense ratio computation is $2,505.5 million. This estimate is based on the assumption that we sell $1,246.4 million of the relevant class of common stock during the following 12-month period, including the capital contributed by Feeder FIC ORTIC and Blue Owl Holdings, entities affiliated with our Adviser. See “Business – Sponsor Investment”. Actual net assets will depend on the number of shares we actually sell, realized gains/losses, unrealized appreciation/depreciation and share repurchase activity, if any. |
| (3) | i The base management fee paid to our Adviser is calculated at an annual rate of 1.25% on the average value of our net assets, at the end of the two most recently completed calendar months. On October 1, 2021, OTCA agreed to waive 100% of the base management fee for the quarter ended December 31, 2021. On November 30, 2021, the Adviser agreed to waive 100% of the base management fee for the quarter ended December 31,
2021. On March 23, 2022, the Adviser agreed to waive 100% of the base management fee through October 31, 2022. Any portion of the base management fee waived will not be subject to recoupment. |
| (4) | We may have capital gains and investment income that could result in the payment of an incentive fee. The incentive fees, if any, are divided into two parts: |
| • | An incentive fee on net investment income, which we refer to as the incentive fee on income, will be calculated and payable quarterly in arrears and will be based upon our pre-incentive fee net investment income for the calendar quarter. The quarterly incentive fee on net investment income is (a) 100% of the pre-incentive fee net investment income between 1.25%, which we refer to as the quarterly preferred return, and 1.43%, which we refer to as the upper level breakpoint, of the Company’s net asset value for that calendar quarter plus pre-incentive fee net investment income in excess of the upper level break point for that calendar quarter. Pre-incentive fee net investment income is defined as investment
income and any other income, accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income does not include any expense support payments or any reimbursement by the Company of expense support payments, or any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The quarterly preferred return of 1.25% and upper level breakpoint of 1.43% are also adjusted for the actual number of days in each calendar quarter. |
| • | An incentive fee on capital gains will be earned on liquidated investments and will be calculated and payable in arrears as of the end of each calendar year. It will be equal to (i) 12.50% of our realized capital gains on a cumulative basis from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (ii) the aggregate amount of any previously paid incentive fees on capital gains as calculated in accordance with U.S. GAAP. |
| (5) | We may borrow funds to make investments, including before we have fully invested the proceeds of this continuous offering. To the extent that we determine it is appropriate to borrow funds to make investments, the costs associated with such borrowing will be indirectly borne by shareholders. The figure in the table assumes that we borrow for investment purposes an amount equal to 100% of our average net assets in the following 12-month period, including the capital contributed by Feeder FIC ORTIC and Blue Owl Holdings, entities affiliated with our Adviser, and that the average annual cost of borrowings, excluding the amortization of cost associated with obtaining borrowings, on the amount borrowed is 8.01%. Our ability to incur leverage during the following 12 months depends, in large part, on the amount of money we are able to raise through the sale of shares registered in this offering. |
| (6) | Percentage reflects an ongoing servicing fees of 0.85% and 0.25% for Class S and Class D shares, respectively, of the estimated value of such shares, as determined in accordance with applicable FINRA rules. The ongoing servicing fee will accrue daily and will be paid on a monthly basis. The ongoing servicing fees will compensate our affiliated Dealer Manager and its affiliates, participating broker-dealers and financial representatives for services rendered to shareholders, including, among other things, responding to customer inquiries of a general nature regarding the Company; crediting distributions from us to customer accounts; arranging for bank wire transfer of funds to or from a customer’s account; responding to customer inquiries and requests regarding shareholder reports, notices, proxies and proxy statements, and other Company documents; forwarding
prospectuses, tax notices and annual and quarterly reports to beneficial owners of our shares; assisting us in establishing and maintaining shareholder accounts and records; assisting customers in changing account options, account designations and account addresses, and |
| providing such other similar services as we may reasonably request to the extent the an authorized service provider is permitted to do so under applicable statutes, rules, or regulations. The ongoing servicing fees are payable by us with respect to our Class S and Class D shares. The ongoing servicing fees are similar to sales commissions in that the servicing expenses borne by the Dealer Manager, its affiliates, participating broker-dealers and financial representatives may be different from and substantially less than the amount of ongoing servicing fees charged. See “Plan of Distribution” for a more complete description of the compensation paid to the dealer manager and others affiliated with the sale of shares. |
| (7) | i From time to time, we may invest in the securities or other investment instruments of public investment companies or BDCs. In addition, under the 1940 Act we may invest in private investment companies in limited circumstances. If we were to make such investments, we would incur additional fees. As we have no intention of investing in the securities or other investment instruments of registered investment companies, BDCs, or other investment funds, we have not included any such expenses in this line item. |
| (8) | i We expect that other expenses will include accounting, legal and auditing fees, as well as fees payable to our directors, as well as offering expenses. The amount presented in the table estimates the amounts we expect to pay during the following 12-month period of the offering, and assuming we raise $1,246.4 million of gross proceeds during such time. See “Management and Other Agreements and Fees.” |
Return Assumption |
1 Year |
3 Years |
5 Years |
10 Years |
||||||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5.00% annual return from investment income: |
$ | i 107 | $ | i 318 | $ | i 526 | $ | i 1,034 | ||||||||
Total expenses assuming a 5.00% annual return solely from realized capital gains: |
$ | i 119 | $ | i 349 | $ | i 570 | $ | i 1,087 | ||||||||
Return Assumption |
1 Year |
3 Years |
5 Years |
10 Years |
||||||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5.00% annual return from investment income: |
$ | i 101 | $ | i 303 | $ | i 504 | $ | i 1,005 | ||||||||
Total expenses assuming a 5.00% annual return solely from realized capital gains: |
$ | i 113 | $ | i 335 | $ | i 550 | $ | i 1,062 | ||||||||
Return Assumption |
1 Year |
3 Years |
5 Years |
10 Years |
||||||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5.00% annual return from investment income: |
$ | i 99 | $ | i 297 | $ | i 495 | $ | i 992 | ||||||||
Total expenses assuming a 5.00% annual return solely from realized capital gains: |
$ | i 111 | $ | i 328 | $ | i 541 | $ | i 1,052 | ||||||||
For the Year Ended December 31, |
||||||||||||||||||||||||
2022 (8) |
||||||||||||||||||||||||
| ($ in thousands, except share and per share amounts) |
Class S common stock |
Class D common stock |
Class I common stock |
Class S common stock (9) |
Class D common stock (10) |
Class I common stock |
||||||||||||||||||
Per share data: |
||||||||||||||||||||||||
Net asset value, at beginning of period |
$ | 10.02 | $ | 10.02 | $ | 10.02 | $ | 9.96 | $ | 9.93 | $ | 10.00 | ||||||||||||
Results of operations: |
||||||||||||||||||||||||
Net investment income (1) |
1.05 | 1.11 | 1.14 | 0.64 | 0.28 | 0.76 | ||||||||||||||||||
Net realized and unrealized gain (loss) (2) |
0.24 | 0.24 | 0.23 | (0.10 | ) | 0.03 | (0.22 | ) | ||||||||||||||||
Net increase (decrease) in net assets resulting from operations |
1.29 | 1.35 | 1.37 | 0.54 | 0.31 | 0.54 | ||||||||||||||||||
Shareholder distributions: |
||||||||||||||||||||||||
Distributions from net investment income (3) |
(0.93 | ) | (0.99 | ) | (1.01 | ) | (0.48 | ) | (0.22 | ) | (0.52 | ) | ||||||||||||
Distributions from net realized gains (7) |
— | — | — | — | — | — | ||||||||||||||||||
Net increase (decrease) in net assets from shareholders’ distributions |
(0.93 | ) | (0.99 | ) | (1.01 | ) | (0.48 | ) | (0.22 | ) | (0.52 | ) | ||||||||||||
Total increase (decrease) in net assets |
0.36 | 0.36 | 0.36 | 0.06 | 0.09 | 0.02 | ||||||||||||||||||
Net asset value, at end of period |
$ | 10.38 | $ | 10.38 | $ | 10.38 | $ | 10.02 | $ | 10.02 | $ | 10.02 | ||||||||||||
Total Return (4) |
13.4 | % | 14.1 | % | 14.3 | % | 5.0 | % | 5.4 | % | 5.6 | % | ||||||||||||
Ratios |
||||||||||||||||||||||||
Ratio of net expenses to average net assets (5)(6) |
10.7 | % | 10.7 | % | 10.0 | % | N.M | N.M | N.M | |||||||||||||||
Ratio of net investment income to average net assets (6) |
10.7 | % | 11.6 | % | 11.4 | % | 10.8 | % | 6.8 | % | 11.3 | % | ||||||||||||
Portfolio turnover rate |
8.5 | % | 8.5 | % | 8.5 | % | N.M | N.M | N.M | |||||||||||||||
Supplemental Data |
||||||||||||||||||||||||
Weighted-average shares outstanding |
26,514,031 | 1,383,519 | 112,905,282 | 5,219,284 | 64,617 | 72,916,367 | ||||||||||||||||||
Shares outstanding, end of period |
40,514,803 | 2,571,718 | 138,158,948 | 10,780,315 | 107,019 | 87,818,350 | ||||||||||||||||||
Net assets, end of period |
$ | 420,533 | $ | 26,693 | $ | 1,434,377 | $ | 108,073 | $ | 1,073 | $ | 880,351 | ||||||||||||
| (1) | The per share data was derived using the weighted average shares outstanding during the period. |
| (2) | The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio. |
| (3) | The per share data was derived using actual shares outstanding at the date of the relevant transaction. |
| (4) | Total return is not annualized. An investment in the Company is subject to maximum upfront sales load of 3.5% and 1.5% for Class S and Class D common stock, respectively, of the offering price, which will reduce the amount of capital available for investment. Class I common stock is not subject to upfront sales load. Total return displayed is net of all fees, including all operating expenses such as management fees, incentive fees, general and administrative expenses, organization and amortized offering expenses, and interest expenses. Total return is calculated as the change in net asset value (“NAV”) per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning
NAV per share (which for the purposes of this calculation is equal to the net offering price in effect at that time). |
| (5) | Operating expenses may vary in the future based on the amount of capital raised, the Adviser’s election to continue expense support, and other unpredictable variables. For the year ended December 31, 2023, the total operating expenses to average net assets were 10.7%, 10.7%, 10.0% for Class S, Class D and Class I common stock, respectively. From May 2, 2022 (commencement of operations) through December 31, 2022, the total operating expenses to average net assets were not meaningful for Class S, Class D and Class I common stock. |
| (6) | The ratio reflects an annualized amount from May 2, 2022 (commencement of operations) through September 30, 2022, where applicable, except in the case of non-recurring expenses (e.g., initial organization expenses) and offering expenses, where applicable. |
| (7) | The distributions from net realized gain (loss) on investments per share for the year ended December 31, 2023 and 2022, rounds to less than $0.01 per share, respectively. |
| (8) | The Company commenced operations on May 2, 2022. |
| (9) | Class S shares were first issued on June 1, 2022. |
| (10) | Class D shares were first issued on October 3, 2022. |
Q: |
What are BDCs? |
A: |
Business development companies, or BDCs, are closed-end funds that elect to be treated as BDCs under the 1940 Act. As such, BDCs are subject to only certain sections of and rules under the 1940 Act, as well as the Securities Act and the Exchange Act. BDCs typically invest in private or thinly traded public companies in the form of long-term debt or equity capital, with the goal of generating current income and/or capital growth. BDCs can be internally or externally managed and may qualify to elect to be taxed as regulated investment companies, or RICs, for federal tax purposes if they so choose. |
Q: |
What is a RIC? |
A: |
A RIC is a regulated investment company under Subchapter M of the Code. A RIC generally is not subject to U.S. federal income tax on income it timely distributes to its shareholders as dividends. To qualify as a RIC, a BDC must meet certain source-of-income |
Q: |
What is a non-exchange traded perpetual-life BDC? |
A: |
A non-exchange traded BDC is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe a BDC of indefinite duration, whose shares of common stock are intended to be sold by the BDC monthly on a continuous basis at prices generally equal to the BDC’s monthly net asset value per share for the applicable class of common stock. In our perpetual-life structure, we may offer investors an opportunity to repurchase their shares on a quarterly basis, but we are not obligated to offer to repurchase any in any particular quarter in our discretion. We believe that our perpetual nature enables us to execute a patient strategy and be able to invest across different market environments. This may reduce the risk of the Company being forced to sell assets in
market downturns compared to non-perpetual funds. While we may consider a liquidity event at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by our charter or otherwise to effect a liquidity event at any time. |
Q: |
What is a “best efforts” securities offering and how long will this securities offering last? |
A: |
When shares of common stock are offered to the public on a “best efforts” basis, the broker-dealers participating in the offering are only required to use their best efforts to sell such shares. Broker-dealers are not underwriters, and they do not have a firm commitment or obligation to purchase any of the shares of common stock. We intend to file post-effective amendments to our registration statement, which will be subject to SEC review, to allow us to continue this offering. |
Q: |
At what periodic frequency do we intend to accept and close on subscriptions? |
A: |
We intend to schedule monthly closings on subscriptions received and accepted by us. |
Q: |
Who can buy shares of common stock in this offering? |
A: |
While the minimum net worth and investment levels may be higher in certain jurisdictions, unless otherwise indicated, you may buy Class S, Class D and Class I shares of our common stock pursuant to this prospectus if you have either (1) a net worth of at least $70,000 and an annual gross income of at least $70,000 or (2) a net worth of at least $250,000. For this purpose, net worth does not include your home, home furnishings and personal automobiles. See “Suitability Standards.” |
Q: |
Is there any minimum initial investment required? |
| A: | Yes. To purchase Class S or Class D shares in this offering, you must make an initial purchase of at least $25,000, unless the requirement is waived by the Dealer Manager. Once you have satisfied the minimum initial purchase requirement, any additional purchases of Class S or Class D shares in this offering must be in amounts of at least $500, except for additional purchases pursuant to our distribution reinvestment plan. To purchase Class I shares in this offering, you must make an initial purchase of at least $1 million, unless the requirement is waived by the Dealer Manager. Once you have satisfied the minimum initial purchase requirement, any additional purchases of Class I shares in this offering must be in amounts of at least $500, except for additional purchases pursuant to our distribution reinvestment plan. Such minimum purchase amounts may be waived in our sole discretion. See “Plan of Distribution.” |
Q: |
What is the per share purchase price? |
A: |
Each class of shares will be sold at the then-current net offering price per share for such class, and the net offering price will not be lower than the net asset value per share for such class. We intend to sell our shares at a net offering price that we believe reflects the net asset value per share as determined in accordance with the Company’s share pricing policy. We will modify our public offering price to the extent necessary to comply with the requirements of the 1940 Act, including the requirement that we not sell our shares at a net offering price below our net asset value per share unless we obtain the requisite approval from our shareholders. |
Q: |
When may I make purchases of shares and at what price? |
A: |
Subscriptions to purchase our common stock may be made on an ongoing basis, but investors may only purchase our common stock pursuant to accepted subscription orders as of the first business day of each month and, to be accepted, a subscription request must be received in good order at least five business days prior to the first business day of the month (unless waived by the Dealer Manager). The purchase price per share of each class will be equal to the current net offering price per share. |
Q: |
When will the net asset value per share be available? |
A: |
We intend to report our net asset value per share as of the last day of each month on our website within 20 business days of the last day of each month. Because subscriptions must be submitted at least five business days prior to the first day of each month, you will not know the net asset value per share at which you will be subscribing at the time you subscribe. |
Q: |
How is your net asset value per share calculated? |
A: |
The net asset value of a class of shares depends on the number of shares of the applicable class outstanding at the time the net asset value of the applicable share class is determined and the amount of ongoing servicing fees imposed on such class. As such, the net asset value of each class of shares may vary among classes of shares and if we sell different amounts of shares per class. The net asset value per share of a class of our outstanding shares of common stock is determined at least quarterly by dividing the value of total assets minus liabilities by the total number of shares of common stock outstanding at the date as of which the determination is made. |
Q: |
May I reinvest my cash distributions in additional shares? |
A: |
Yes. We have adopted a distribution reinvestment plan whereby shareholders will have their cash distributions automatically reinvested in additional shares of the same class of our common stock to which the distribution relates unless they elect to receive their distributions in cash. If you participate in our distribution reinvestment plan, the cash distributions attributable to the class of shares that you own will be automatically invested in additional shares of the same class of our common stock to which the distribution relates. The purchase price for shares purchased under our distribution reinvestment plan will be equal to the current net offering price of the relevant class of common stock. Shareholders will not pay the Upfront Sales Load when purchasing shares under our distribution reinvestment plan; however, all outstanding Class S and |
| Class D shares, including those purchased under our distribution reinvestment plan, will be subject to ongoing servicing fees. Participants may terminate their participation in the distribution reinvestment plan with five business days’ prior written notice to us. See “Distribution Reinvestment Plan” for more information regarding the reinvestment of distributions you may receive from us. |
Q: |
Can I request that my shares be repurchased? |
A: |
Yes. We have commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow our shareholders to tender their shares at prices determined by our Board and paid on each date of repurchase. However, we are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular quarter in our discretion. In addition, our ability to fulfill repurchase requests is subject to a number of limitations. As a result, share repurchases may not be available each quarter. |
Q: |
Will I receive a stock certificate? |
A: |
No. Our Board has authorized the issuance of shares of our capital stock without stock certificates. All shares of our common stock are issued in book-entry form only. The use of book-entry registration protects against loss, theft or destruction of stock certificates and reduces our offering costs and transfer agent costs. |
Q: |
Can I invest through my IRA, SEP or after-tax deferred account? |
A: |
Yes, subject to the suitability standards. A custodian, trustee or other authorized person must process and forward to us subscriptions made through individual retirement accounts, or IRAs, simplified employee pension plans, or SEPs, or after-tax deferred accounts. In the case of investments through IRAs, SEPs or after-tax deferred accounts, we will send the confirmation and notice of our acceptance to such custodian, trustee or other authorized person. Please be aware that in purchasing shares, custodians or directors of, or any other person providing advice to, employee pension benefit plans or IRAs may be subject to the fiduciary duties imposed by the Employee Retirement Income Security Act of 1974, as amended, or ERISA, or other applicable laws and to the prohibited transaction rules prescribed by ERISA and related provisions of the Code. These additional fiduciary duties may require the custodian,
trustee, director, or any other person providing investment advice to employee pension benefit plans or IRAs to provide information about the services provided and fees received, separate and apart from the disclosures in this prospectus. In addition, prior to purchasing shares, the trustee or custodian of an employee pension benefit plan or an IRA should determine that such an investment would be permissible under the governing instruments of such plan or account and applicable law. See “Suitability Standards” for more information. |
Q: |
What kinds of fees will I incur? |
| A: | As an externally managed BDC, we will incur various recurring fees, including the base management fees and incentive fees that are payable under the Investment Advisory Agreement and administrative costs that |
| are payable under the Administration Agreement. These expenses incurred by us will be directly borne by shareholders. See “Fees and Expenses” and “Management and Other Agreements and Fees — Investment Advisory Agreement” and “Plan of Distribution” for more information. |
Q: |
What is the difference among the three classes of shares? |
| A: | We are offering to the public three classes of shares of our common stock, Class S, Class D and Class I shares. The differences among the share classes relate to the ongoing servicing fees. Shareholders holding Class S and Class D shares will be subject to annual ongoing servicing fees of 0.85% and 0.25%, respectively. See “Share Class Specifications” for more information. No ongoing servicing fees are paid with respect to Class I shares. |
Upfront Sales Load |
Annual Ongoing Servicing Fees |
Maximum Ongoing Servicing Fees Over Life of Investment (Length of Time) |
Total (Length of Time) |
|||||||||||||
Class S |
$ | — | $ | 85 | $ | 1,000 (11.8 years) | $ | 1,000 (11.8 years) | ||||||||
Class D |
$ | — | $ | 25 | $ | 1,000 (40.0 years) | $ | 1,000 (40.0 years) | ||||||||
Class I |
$ | — | $ | — | $ | — | $ | — | ||||||||
Q: |
How will the payment of fees and expenses affect my invested capital? |
A: |
The payment of fees and expenses will reduce: (i) the funds available to us for investments in portfolio companies, (ii) the net income generated by us, (iii) funds available for distribution to our shareholders and (iv) the net asset value of your shares of common stock. |
Q: |
Are there any restrictions on the transfer of shares? |
A: |
Shares of our common stock have no preemptive, exchange, conversion or redemption rights and are freely transferable, except where a transfer is restricted by federal and state securities laws or by contract. We do not intend to list our securities on any national securities exchange and we do not expect there to be a public market for our shares in the foreseeable future. As a result, your ability to sell your shares will be limited. We will not charge for transfers of our shares except for necessary and reasonable costs actually incurred by us; provided, however that, except in certain cases where the holder of Class S or Class D shares exits a relationship, a shareholder may not request that the shareholders shares be transferred or exchanged into any class of shares that is different from the class of shares for which the shareholder subscribed.
See “Risk Factors — Risks Related to an Investment in our Common Stock.” |
Q: |
Are there risks related to an investment in this offering? |
| A: | Investing in our common stock may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of investment. Shares of our common stock are highly illiquid and appropriate only as a long-term investment. Please see “Risk Factors” for a discussion of the risks related to an investment in this offering. |
Q: |
Will I be able to sell my shares of common stock in a secondary market? |
A: |
We do not intend to list our shares on a securities exchange and do not expect a public market to develop for our shares in the foreseeable future. Because of the lack of a trading market for our shares, shareholders may |
| not be able to sell their shares promptly or at a desired price. If you are able to sell your shares, you may have to sell them at a discount to the purchase price of your shares. |
Q: |
Will I otherwise be able to liquidate my investment? |
A: |
The purchase of our shares of common stock is intended to be a long-term investment. We do not intend to complete a liquidity event within any specific time period, if at all, and we do not intend to list our shares on a national securities exchange. There can be no assurance that we will complete a liquidity event. To provide limited liquidity to our shareholders, we intend to conduct quarterly repurchase offers in accordance with the 1940 Act. This will be the only method available to our shareholders to obtain liquidity that we will offer prior to a liquidity event. See “Share Repurchase Program” and “Perpetual-Life BDC.” |
Q: |
Will the distributions I receive be taxable? |
A: |
Yes. We have elected to be treated as a RIC for U.S. federal income tax purposes, and intend to continue to qualify to be treated as a RIC. Although, as a RIC, we generally will not be subject to U.S. federal income tax on amounts that we timely distribute to our shareholders as dividends, such distributions generally will be taxable to shareholders as ordinary income or capital gains. Distributions of our “investment company taxable income” (generally our net ordinary income plus |
Q: |
When will I get my detailed tax information? |
A: |
Consistent with the Code requirements, we intend to send to each of our U.S. shareholders subject to IRS tax reporting, as promptly as possible after the end of each calendar year, a Form 1099-DIV detailing the amounts includible in such U.S. shareholder’s taxable income for such year as dividend income and as capital gain dividends, if any. |
Q: |
Where are the principal executive offices of Blue Owl Technology Income Corp.? |
A: |
Q: |
Who can help answer my questions? |
A: |
If you have more questions about this offering and the suitability of investing, you should contact your registered representative, financial adviser or investment advisory representative. If at any time you wish to receive this prospectus or any amendments to it, you may do so, free of charge, by contacting us through written communication at 399 Park Avenue, 37 th Floor, New York, NY 10022 or by telephone at 888-215-2015 |
Assumed Return on Our Portfolio (Net of Expenses) |
||||||||||||||||||||
-10% |
-5% |
0% |
5% |
10% |
||||||||||||||||
Corresponding return to common shareholder(1) |
- i 23.5 | % | - i 14.7 | % | - i 5.8 | % | i 3.0 | % | i 11.9 | % | ||||||||||
| (1) | Assumes, as of December 31, 2023, (i) $3.3 billion in total assets, (ii) $1.4 billion in outstanding indebtedness, (iii) $1.9 billion in net assets and (iv) weighted average interest rate, excluding amortization of financing costs of 8.0%. |
| • | A number of our competitors may have or are perceived to have more expertise or financial, technical, marketing and other resources and more personnel than we do; |
| • | We may not perform as well as competitors’ funds or other available investment products; |
| • | Several of our competitors have raised significant amounts of capital, and many of them have similar investment objectives to ours, which may create additional competition for investment opportunities; |
| • | Some of our competitors may have lower fees or alternative fee arrangements; |
| • | Some of our competitors may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us; |
| • | Some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds than us, which could allow them to consider a wider variety of investments and to bid more aggressively than us or to agree to less restrictive legal terms and protections for investments that we want to make; and |
| • | Some of our competitors may be subject to less regulation or conflicts of interest and, accordingly, may have more flexibility to undertake and execute certain businesses or investments than we do, bear less compliance expense than we do or be viewed differently in the marketplace. |
| • | the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws, |
| • | so-called lender-liability claims by the issuer of the obligations, |
| • | environmental liabilities that may arise with respect to collateral securing the obligations, and |
| • | limitations on our ability to directly enforce its rights with respect to participations. |
| • | Original issue discount instruments may have unreliable valuations because the accruals require judgments about collectability or deferred payments and the value of any associated collateral; |
| • | Original issue discount instruments may create heightened credit risks because the inducement to the borrower to accept higher interest rates in exchange for the deferral of cash payments typically represents, to some extent, speculation on the part of the borrower; |
| • | For U.S. GAAP purposes, cash distributions to shareholders that include a component of OID income do not come from paid-in capital, although they may be paid from the offering proceeds. Thus, although a distribution of OID income may come from the cash invested by the shareholders, the 1940 Act does not require that shareholders be given notice of this fact; |
| • | The presence of OID and PIK creates the risk of non-refundable cash payments to our Adviser in the form of incentive fees on income based on non-cash OID and PIK accruals that may never be realized; and |
| • | In the case of PIK, “toggle” debt, which gives the issuer the option to defer an interest payment in exchange for an increased interest rate in the future, the PIK election has the simultaneous effect of increasing the investment income, thus increasing the potential for realizing incentive fees. |
| • | foreign governmental laws, rules and policies, including those relating to taxation and bankruptcy and restricting the ownership of assets in the foreign country or the repatriation of profits from the foreign country to the United States and any adverse changes in these laws; |
| • | foreign currency devaluations that reduce the value of and returns on our foreign investments; |
| • | adverse changes in the availability, cost and terms of investments due to the varying economic policies of a foreign country in which we invest; |
| • | adverse changes in tax rates, the tax treatment of transaction structures and other changes in operating expenses of a particular foreign country in which we invest; |
| • | the assessment of foreign-country taxes (including withholding taxes, transfer taxes and value added taxes, any or all of which could be significant) on income or gains from our investments in the foreign country; |
| • | changes that adversely affect the social, political and/or economic stability of a foreign country in which we invest; |
| • | high inflation in the foreign countries in which we invest, which could increase the costs to us of investing in those countries; |
| • | deflationary periods in the foreign countries in which we invest, which could reduce demand for our assets in those countries and diminish the value of such investments and the related investment returns to us; and |
| • | legal and logistical barriers in the foreign countries in which we invest that materially and adversely limit our ability to enforce our contractual rights with respect to those investments. |
| • | have reduced access to the capital markets, resulting in diminished capital resources and ability to withstand financial distress; |
| • | may have limited financial resources and may be unable to meet their obligations under their debt obligations that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with our investment; |
| • | may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and changing market conditions, as well as general economic downturns; |
| • | are more likely to depend on the management talents and efforts of a small group of persons and, therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the company and, in turn, on us; and |
| • | generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. |
| • | changes in the value of our portfolio of investments and derivative instruments as a result of changes in market factors, such as interest rate shifts, and also portfolio specific performance, such as portfolio company defaults, among other reasons; |
| • | changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs; |
| • | loss of RIC tax treatment or BDC status; |
| • | distributions that exceed our net investment income and net income as reported according to U.S. GAAP; |
| • | changes in earnings or variations in operating results; |
| • | changes in accounting guidelines governing valuation of our investments; |
| • | any shortfall in revenue or net income or any increase in losses from levels expected by investors; |
| • | departure of our Adviser or certain of its key personnel; |
| • | general economic trends and other external factors; and |
| • | loss of a major funding source. |
| • | sudden electrical or telecommunications outages; |
| • | natural disasters such as earthquakes, tornadoes and hurricanes; |
| • | disease pandemics; |
| • | events arising from local or larger scale political or social matters, including terrorist acts; |
| • | outages due to idiosyncratic issues at specific service providers; and |
| • | cyber-attacks. |
| • | an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies; |
| • | an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies; |
| • | the impact of elevated interest and inflation rates, ongoing supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, instability in the U.S. and international banking systems, and the risk of recession or a shutdown of government could impact our business prospects and the prospects of our portfolio companies; |
| • | an economic downturn could also impact availability and pricing of our financing and our ability to access the debt capital markets; |
| • | a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities; |
| • | changes in base interest rates and significant market volatility on our business and our portfolio companies (including our business prospects and the prospects of our portfolio companies including the ability to achieve our and their business objectives), our industry and the global economy including as a result of ongoing supply chain disruptions; |
| • | interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; |
| • | currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars; |
| • | our future operating results; |
| • | our contractual arrangements and relationships with third parties; |
| • | the ability of our portfolio companies to achieve their objectives; |
| • | competition with other entities and our affiliates for investment opportunities; |
| • | risks related to the uncertainty of the value of our portfolio investments, particularly those that have no liquid trading market; |
| • | the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage; |
| • | the adequacy of our financing sources and working capital; |
| • | the loss of key personnel; |
| • | the timing of cash flows, if any, from the operations of our portfolio companies; |
| • | the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments; |
| • | the ability of our Adviser to attract and retain highly talented professionals; |
| • | our ability to qualify for and maintain our tax treatment as a RIC under Subchapter M of the Code, and as a BDC under the 1940 Act; |
| • | the impact that environmental, social and governance matters could have on our brand and reputation and our portfolio companies; |
| • | the effect of legal, tax and regulatory changes; |
| • | the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks, and the increasing use of artificial intelligence and machine learning technology; |
| • | the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine and the escalated conflict in the Middle-East, including the Israel-Hamas conflict, and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, on financial market volatility, global economic markets, and various markets for commodities globally such as oil and natural gas; and |
| • | other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the SEC. |
Maximum Offering of $1,666,666,667 in Class S shares |
||||||||
Amount |
% |
|||||||
Gross Proceeds(1) |
$ | 1,666,666,667 | 100 | % | ||||
Less Offering Expenses: |
||||||||
Upfront Sales Load(2) |
$ | — | 0.0 | % | ||||
Organizational and Offering Expenses(3) |
$ | 884,057 | 0.05 | % | ||||
Net Proceeds/Amount Available for Investments(4) |
$ | 1,665,782,610 | 99.95 | % | ||||
Maximum Offering of $1,666,666,667 in Class D shares |
||||||||
Amount |
% |
|||||||
Gross Proceeds(1) |
$ | 1,666,666,667 | 100 | % | ||||
Less Upfront Sales Load and Offering Expenses: |
||||||||
Upfront Sales Load(2) |
$ | — | 0.0 | % | ||||
Organizational and Offering Expenses(3) |
$ | 884,057 | 0.5 | % | ||||
Net Proceeds/Amount Available for Investments(4) |
$ | 1,665,782,610 | 99.95 | % | ||||
Maximum Offering of $1,666,666,667 in Class I shares |
||||||||
Amount |
% |
|||||||
Gross Proceeds(1) |
$ | 1,666,666,667 | 100 | % | ||||
Less Upfront Sales Load and Offering Expenses: |
||||||||
Upfront Sales Load(2) |
$ | — | 0.0 | % | ||||
Organizational and Offering Expenses(3) |
$ | 884,057 | 0.05 | % | ||||
Net Proceeds/Amount Available for Investments(4) |
$ | 1,665,782,610 | 99.95 | % | ||||
| (1) | Gross offering proceeds do not include the Upfront Sales Load, if any, payable to a financial intermediary. We intend to file post-effective amendments to the registration statement of which this prospectus is a part to allow us to continue this continuous public offering. |
| (2) | No Upfront Sales Loads be paid to the Company or Dealer Manager with respect to Class S shares, Class D shares or Class I shares, however, if subscribers purchase Class S shares or Class D shares through certain financial intermediaries, those financial intermediates may directly charge subscribers transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided Upfront Sales Load Ongoing Servicing Fees |
| (3) | The organization and offering expense numbers shown above represent our estimates of expenses to be incurred by us in connection with this offering and include estimated wholesaling expenses reimbursable by us. See “Plan of Distribution” for examples of the types of organization and offering expenses we may incur. |
| (4) | A percentage of net assets attributable to shares of common stock will be used for the payment of the base management fee, incentive fees, interest payments on borrowed funds, acquired funds fees and expenses, and other expenses (including general and administrative expenses), which may result in a deduction of 10.70%, 10.10%, and 9.85% for total net annual expenses of Class S shares, Class D shares, and Class I |
| shares, respectively. See “Fees and Expenses.” The ongoing servicing fees are similar to sales commissions in that the servicing expenses borne by the Dealer Manager, its affiliates, participating broker-dealers and financial representatives may be different from and substantially less than the amount of ongoing servicing fees charged. |
| • | the requirement to invest at least 70% of our assets in “qualifying assets”, as such term is defined in the 1940 Act; |
| • | source of income limitations; |
| • | asset diversification requirements; and |
| • | the requirement to distribute (or be treated as distributing) in each taxable year at least the sum of 90% of our investment company taxable income and tax-exempt interest for that taxable year. |
| • | expenses deemed to be “organization and offering expenses” for purposes of Conduct Rule 2310(a)(12) of Financial Industry Regulatory Authority (exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of our stock); |
| • | the cost of corporate and organizational expenses relating to offerings of shares of our common stock; |
| • | the cost of calculating our net asset value, including the cost of any third-party valuation services; |
| • | the cost of effecting any sales and repurchases of our common stock and other securities; |
| • | fees and expenses payable under any dealer manager agreements, if any; |
| • | debt service and other costs of borrowings or other financing arrangements; |
| • | costs of hedging; |
| • | expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights; |
| • | escrow agent, transfer agent and custodial fees and expenses; |
| • | fees and expenses associated with marketing efforts; |
| • | federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; |
| • | federal, state and local taxes; |
| • | independent directors’ fees and expenses, including certain travel expenses; |
| • | costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; |
| • | the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs); |
| • | the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; |
| • | commissions and other compensation payable to brokers or dealers; |
| • | research and market data; |
| • | fidelity bond, directors’ and officers’ errors and omissions liability insurance and other insurance premiums; |
| • | direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; |
| • | fees and expenses associated with independent audits, outside legal and consulting costs; |
| • | costs of winding up; |
| • | costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes; |
| • | extraordinary expenses (such as litigation or indemnification); and |
| • | costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws. |
For the Year Ended December 31, |
||||||||
| ($ in thousands) | 2023 |
2022(1) |
||||||
New investment commitments |
||||||||
Gross originations |
$ | 1,502,209 | $ | 2,271,292 | ||||
Less: Sell downs |
(9,261 | ) | (28,481 | ) | ||||
Total new investment commitments |
$ | 1,492,948 | $ | 2,242,811 | ||||
Principal amount of investments funded: |
||||||||
First-lien senior secured debt investments |
$ | 1,315,929 | $ | 1,506,524 | ||||
Second-lien senior secured debt investments |
7,572 | 237,789 | ||||||
Preferred equity investments |
17,195 | 182,519 | ||||||
Common equity investments |
10,734 | 31,278 | ||||||
Total principal amount of investments funded |
$ | 1,351,430 | $ | 1,958,510 | ||||
Principal amount of investments sold or repaid: |
||||||||
First-lien senior secured debt investments |
$ | (126,872 | ) | $ | — | |||
Second-lien senior secured debt investments |
(7,187 | ) | — | |||||
Unsecured debt investments |
— | — | ||||||
Preferred equity investments |
(13,188 | ) | — | |||||
Common equity investments |
— | — | ||||||
Total principal amount of investments sold or repaid |
$ | (147,247 | ) | $ | — | |||
Number of new investment commitments in new portfolio companies(2) |
61 | 63 | ||||||
Average new investment commitment amount in new portfolio companies(2) |
$ | 18,586 | $ | 35,600 | ||||
Weighted average term for new debt investment commitments (in years) |
5.9 | 6.4 | ||||||
Percentage of new debt investment commitments at floating rates |
99.9 | % | 100.0 | % | ||||
Percentage of new debt investment commitments at fixed rates |
0.1 | % | — | % | ||||
Weighted average interest rate of new debt investment commitments(3) |
11.2 | % | 10.8 | % | ||||
Weighted average spread over applicable base rate of new debt investment commitments at floating rates |
5.9 | % | 6.2 | % | ||||
| (1) | The Company commenced operations on May 2, 2022. |
| (2) | Number of new investment commitments represents commitments to a particular portfolio company. |
| (3) | Assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 5.33% as of December 31, 2023 or 3-month LIBOR, which was 4.59%, as of December 31, 2022. |
As of |
As of |
|||||||||||||||
| ($ in thousands) | Amortized Cost |
Fair Value |
Amortized Cost |
Fair Value |
||||||||||||
First-lien senior secured debt investments(1) |
$ | 2,731,855 | $ | 2,750,873 | $ | 1,559,332 | $ | 1,558,578 | ||||||||
Second-lien senior secured debt investments |
244,033 | 240,627 | 235,671 | 226,686 | ||||||||||||
Preferred equity investments(2) |
208,036 | 211,797 | 185,520 | 181,670 | ||||||||||||
Common equity investments |
40,704 | 43,444 | 29,967 | 29,935 | ||||||||||||
Total Investments |
$ | 3,224,628 | $ | 3,246,741 | $ | 2,010,490 | $ | 1,996,869 | ||||||||
| (1) | 39.0% and 47.3% of which we consider unitranche loans as of December 31, 2023 and December 31, 2022, respectively. |
| (2) | Includes equity investment in LSI Financing. See “ITEM 8. - CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Notes to Consolidated Financial Statements - Note 3. Agreement s and Related Party Transactions” |
As of |
||||||||
Aerospace & Defense |
1.8 | % | 2.2 | % | ||||
Application Software |
12.9 | % | 18.2 | % | ||||
Banks |
1.9 | % | — | % | ||||
Beverages |
1.5 | % | 2.5 | % | ||||
Buildings & Real Estate |
0.6 | % | 1.0 | % | ||||
Building Products |
0.3 | % | — | % | ||||
Commercial Services & Supplies |
3.8 | % | 5.1 | % | ||||
Construction & Engineering |
0.5 | % | 0.5 | % | ||||
Containers & Packaging |
0.8 | % | 1.1 | % | ||||
Diversified Consumer Services |
1.2 | % | 1.5 | % | ||||
Diversified Financial Services |
2.8 | % | 2.5 | % | ||||
Electrical Equipment |
3.1 | % | 5.0 | % | ||||
Energy Equipment & Services |
0.2 | % | — | % | ||||
Food & Staples Retailing |
4.5 | % | 7.5 | % | ||||
Health Care Equipment & Supplies |
1.9 | % | 0.2 | % | ||||
Health Care Providers & Services |
5.2 | % | 3.1 | % | ||||
Health Care Technology |
11.4 | % | 10.9 | % | ||||
Insurance |
6.3 | % | 3.8 | % | ||||
IT Services |
6.0 | % | 6.9 | % | ||||
Life Sciences Tools & Services |
1.8 | % | 0.3 | % | ||||
Machinery |
0.5 | % | — | % | ||||
Pharmaceuticals(1) |
0.8 | % | 0.6 | % | ||||
Professional Services |
3.9 | % | 0.4 | % | ||||
Real Estate Management & Development |
2.3 | % | 1.2 | % | ||||
Road & Rail |
— | % | 0.2 | % | ||||
Specialty Retail |
— | % | 2.0 | % | ||||
Systems Software |
24.0 | % | 23.3 | % | ||||
Total |
100.0 | % | 100.0 | % | ||||
| (1) | Includes equity investment in LSI Financing. See “ITEM 8. - CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Notes to Consolidated Financial Statements - Note 3. Agreements and Related Party Transactions” |
As of |
||||||||
United States: |
||||||||
Midwest |
17.1 | % | 12.0 | % | ||||
Northeast |
19.1 | % | 25.9 | % | ||||
South |
26.8 | % | 35.2 | % | ||||
West |
26.2 | % | 21.7 | % | ||||
International |
10.8 | % | 5.2 | % | ||||
Total |
100.0 | % | 100.0 | % | ||||
As of |
||||||||
Weighted average total yield of portfolio |
11.8 | % | 11.0 | % | ||||
Weighted average total yield of debt and income producing securities |
12.0 | % | 11.2 | % | ||||
Weighted average interest rate of debt securities |
11.4 | % | 6.2 | % | ||||
Weighted average spread over base rate of all floating rate investments |
6.0 | % | 6.2 | % | ||||
| • | assessment of success of the portfolio company in adhering to its business plan and compliance with covenants; |
| • | periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments; |
| • | comparisons to other companies in the portfolio company’s industry; and |
| • | review of monthly or quarterly financial statements and financial projections for portfolio companies. |
Investment Rating |
Description | |
1 |
Investments rated 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable; | |
2 |
Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2; | |
3 |
Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition; | |
4 |
Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and | |
5 |
Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered. | |
As of |
As of |
|||||||||||||||
Investment Rating |
Fair Value |
Percentage |
Fair Value |
Percentage |
||||||||||||
| ($ in thousands) | ||||||||||||||||
1 |
$ | 71,807 | 2.2 | % | $ | 27,333 | 1.4 | % | ||||||||
2 |
3,156,618 | 97.2 | % | 1,949,995 | 97.6 | % | ||||||||||
3 |
18,316 | 0.6 | % | 19,541 | 1.0 | % | ||||||||||
4 |
— | — | % | — | — | % | ||||||||||
5 |
— | — | % | — | — | % | ||||||||||
Total |
$ | 3,246,741 | 100.0 | % | $ | 1,996,869 | 100.0 | % | ||||||||
As of |
As of |
|||||||||||||||
($ in thousands) |
Amortized Cost |
Percentage |
Amortized Cost |
Percentage |
||||||||||||
Performing |
$ | 2,975,888 | 100.0 | % | $ | 1,795,003 | 100.0 | % | ||||||||
Non-accrual |
— | — | % | — | — | % | ||||||||||
Total |
$ | 2,975,888 | 100.0 | % | $ | 1,795,003 | 100.0 | % | ||||||||
For the Years Ended December 31, |
||||||||
| ($ in thousands) | 2023 |
2022 |
||||||
Total Investment Income |
$ | 299,963 | $ | 96,557 | ||||
Less: Net operating expenses |
(142,054 | ) | (37,427 | ) | ||||
Net Investment Income (Loss) Before Taxes |
157,909 | 59,130 | ||||||
Less: Excise taxes |
(126 | ) | (287 | ) | ||||
Net Investment Income (Loss) After Taxes |
$ | 157,783 | $ | 58,843 | ||||
Net change in unrealized gain (loss) |
31,885 | (13,154 | ) | |||||
Net realized gain (loss) |
(421 | ) | 43 | |||||
Net Increase (Decrease) in Net Assets Resulting from Operations |
$ | 189,247 | $ | 45,732 | ||||
For the Years Ended December 31, |
||||||||
| ($ in thousands) | 2023 |
2022 |
||||||
Interest income |
$ | 252,162 | $ | 77,592 | ||||
PIK interest income |
17,313 | 5,913 | ||||||
PIK dividend income |
18,535 | 9,465 | ||||||
Dividend Income |
8,098 | — | ||||||
Other income |
3,855 | 3,587 | ||||||
Total Investment Income |
$ | 299,963 | $ | 96,557 | ||||
For the Years Ended December 31, |
||||||||
| ($ in thousands) | 2023 |
2022 |
||||||
Offering costs |
$ | 374 | $ | — | ||||
Interest expense |
91,130 | 32,731 | ||||||
Management fees |
16,514 | 4,897 | ||||||
Capital gains incentive fees |
2,294 | — | ||||||
Performance based incentive fees |
22,855 | 7,714 | ||||||
Professional fees |
2,925 | — | ||||||
Directors’ fees |
623 | — | ||||||
Shareholder servicing fees |
2,345 | 262 | ||||||
Other general and administrative |
2,994 | — | ||||||
Total Operating Expenses |
142,054 | 45,604 | ||||||
Management fees waived |
— | (3,044 | ) | |||||
Incentive fees waived |
— | (5,133 | ) | |||||
Expense support |
— | (174 | ) | |||||
Recoupment of expense support |
— | 174 | ||||||
Net Operating Expenses |
$ | 142,054 | $ | 37,427 | ||||
For the Year Ended December 31, |
||||||||
2022(1) |
||||||||
($ in thousands, except per share amounts) |
||||||||
Consolidated Statement of Operations Data |
||||||||
Income |
||||||||
Total investment income |
$ | 299,963 | $ | 96,557 | ||||
Expenses |
||||||||
Total operating expenses |
142,054 | 45,604 | ||||||
Management and incentive fees waived |
— | (8,177 | ) | |||||
Expense support |
— | (174 | ) | |||||
Recoupment of expense support |
— | 174 | ||||||
Net operating expenses |
142,054 | 37,427 | ||||||
Net investment income (loss) before income taxes |
157,909 | 59,130 | ||||||
Excise tax expenses (benefit) |
126 | 287 | ||||||
Net investment income (loss) after income taxes |
157,783 | 58,843 | ||||||
Total net realized and unrealized gain (loss) |
31,464 | (13,111 | ) | |||||
Net increase (decrease) in net assets resulting from operations |
$ | 189,247 | $ | 45,732 | ||||
Net increase (decrease) in net assets resulting from operations-Class S common stock |
$ | 33,852 | $ | 3,001 | ||||
Net increase (decrease) in net assets resulting from operations-Class D common stock |
$ | 1,876 | $ | 19 | ||||
Net increase (decrease) in net assets resulting from operations-Class I common stock |
$ | 153,519 | $ | 42,712 | ||||
Earnings per share—basic and diluted of Class S common stock(2) |
$ | 1.28 | $ | 0.57 | ||||
Earnings per share—basic and diluted of Class D common stock(3) |
$ | 1.36 | $ | 0.29 | ||||
Earnings per share—basic and diluted of Class I common stock |
$ | 1.36 | $ | 0.59 | ||||
| (1) | The Company commenced operations on May 2, 2022. |
| (2) | Class S were first issued on June 1, 2022. |
| (3) | Class D were first issued October 3, 2022. |
As of December 31, |
||||||||||||
2022 |
2021 |
|||||||||||
| ($ in thousands, except per share amounts) | ||||||||||||
Consolidated Balance Sheet Data |
||||||||||||
Investments at fair value |
$ | 3,246,741 | $ | 1,996,869 | $ | — | ||||||
Cash |
$ | 47,861 | $ | 28,061 | $ | 86 | ||||||
Total assets |
$ | 3,327,421 | $ | 2,043,570 | $ | 151 | ||||||
Total debt (net of unamortized debt issuance costs) |
$ | 1,349,650 | $ | 1,017,914 | $ | — | ||||||
Total liabilities |
$ | 1,445,818 | $ | 1,054,073 | $ | — | ||||||
Total net assets |
$ | 1,881,603 | $ | 989,497 | $ | 151 | ||||||
Net asset value per Class S share(1) |
$ | 10.38 | $ | 10.02 | $ | — | ||||||
Net asset value per Class D share(1) |
$ | 10.38 | $ | 10.02 | $ | — | ||||||
Net asset value per Class I share |
$ | 10.38 | $ | 10.02 | $ | 10.00 | ||||||
Other Data: |
||||||||||||
Number of portfolio companies at year end |
115 | 63 | N/A | |||||||||
Distributions declared per share(2) |
$ | 1.012300 | $ | 0.52162 | N/A | |||||||
Total return based on net asset value |
14.1 | % | 5.5 | % | N/A | |||||||
Weighted average total yield of portfolio at fair value |
11.8 | % | 11.0 | % | N/A | |||||||
Weighted average total yield of portfolio at amortized cost |
11.8 | % | 10.9 | % | N/A | |||||||
Weighted average yield of debt and income producing securities at fair value |
12.0 | % | 11.2 | % | N/A | |||||||
Weighted average yield of debt and income producing securities at amortized cost |
12.0 | % | 11.1 | % | N/A | |||||||
Fair value of debt investments as a percentage of principal |
98.7 | % | 97.5 | % | N/A | |||||||
| (1) | There were no Class S or Class D common shares outstanding as of December 31, 2021. |
| (2) | Distributions per share are gross of shareholder servicing fees. |
For the Three Months Ended |
||||||||||||||||
| ($ in thousands, except per share amounts) | ||||||||||||||||
Investment income |
$ | 59,962 | $ | 65,503 | $ | 78,994 | $ | 95,504 | ||||||||
Net operating expenses |
27,564 | 31,346 | 36,901 | 46,243 | ||||||||||||
Net investment income (loss) |
32,398 | 34,157 | 42,093 | 49,261 | ||||||||||||
Excise tax expense (benefit) |
— | 30 | 175 | (79 | ) | |||||||||||
Net realized and unrealized gains (losses) |
9,122 | (4,319 | ) | 10,945 | 15,716 | |||||||||||
Net increase (decrease) in net assets resulting from operations |
$ | 41,520 | $ | 29,808 | $ | 52,863 | $ | 65,056 | ||||||||
Net asset value per Class S share as of the end of the quarter(2) |
$ | 10.12 | $ | 10.14 | $ | 10.28 | $ | 10.38 | ||||||||
Net asset value per Class D share as of the end of the quarter(3) |
$ | 10.12 | $ | 10.14 | $ | 10.28 | $ | 10.38 | ||||||||
Net asset value per Class I share as of the end of the quarter |
$ | 10.12 | $ | 10.14 | $ | 10.28 | $ | 10.38 | ||||||||
Earnings (losses) per share—basic and diluted of Class S common stock |
$ | 0.35 | $ | 0.22 | $ | 0.34 | $ | 0.35 | ||||||||
Earnings (losses) per share—basic and diluted of Class D common stock |
$ | 0.31 | $ | 0.24 | $ | 0.35 | $ | 0.37 | ||||||||
Earnings (losses) per share—basic and diluted of Class I common stock |
$ | 0.38 | $ | 0.24 | $ | 0.35 | $ | 0.38 | ||||||||
For the Three Months Ended |
||||||||||||
| ($ in thousands, except per share amounts) | ||||||||||||
Investment income |
$ | 10,176 | $ | 35,696 | $ | 50,685 | ||||||
Net operating expenses |
3,180 | 11,869 | 22,378 | |||||||||
Net investment income (loss) |
6,996 | 23,827 | 28,307 | |||||||||
Excise tax expense (benefit) |
— | 225 | 62 | |||||||||
Net realized and unrealized gains (losses) |
(12,129 | ) | (2,600 | ) | 1,618 | |||||||
Net increase (decrease) in net assets resulting from operations |
$ | (5,133 | ) | $ | 21,002 | $ | 29,863 | |||||
Net asset value per Class S share as of the end of the quarter(2) |
$ | 9.81 | $ | 9.93 | $ | 10.02 | ||||||
Net asset value per Class D share as of the end of the quarter(3) |
$ | — | $ | — | $ | 10.02 | ||||||
Net asset value per Class I share as of the end of the quarter |
$ | 9.81 | $ | 9.93 | $ | 10.02 | ||||||
Earnings (losses) per share—basic and diluted of Class S common stock(2) |
$ | (0.09 | ) | $ | 0.12 | $ | 0.29 | |||||
Earnings (losses) per share—basic and diluted of Class D common stock(3) |
$ | — | $ | — | $ | 0.29 | ||||||
Earnings (losses) per share—basic and diluted of Class I common stock |
$ | (0.09 | ) | $ | 0.29 | $ | 0.32 | |||||
| (1) | The Company commenced operations on May 2, 2022. |
| (2) | Class S were first issued on June 1, 2022. |
| (3) | Class D were first issued on October 3, 2022. |
For the Years Ended December 31, |
||||||||
| ($ in thousands) | 2023 |
2022 |
||||||
Net change in unrealized gain (loss) on investments |
$ | 30,073 | $ | (13,258 | ) | |||
Net change in translation of assets and liabilities in foreign currencies |
1,812 | 104 | ||||||
Net Change in Unrealized Gain (Loss) |
$ | 31,885 | $ | (13,154 | ) | |||
Portfolio Company |
For the Year Ended December 31, 2023 |
|||
($ in thousands) |
||||
Picard Holdco, Inc. |
$ | 6,344 | ||
Asurion, LLC |
5,336 | |||
Minerva Holdco, Inc. |
3,950 | |||
SailPoint Technologies Holdings, Inc. |
2,170 | |||
Zendesk, Inc. |
1,430 | |||
Project Alpine Co-Invest Fund, LP |
1,345 | |||
Delta TopCo, Inc. (dba Infoblox, Inc. |
1,295 | |||
RealPage, Inc. |
1,157 | |||
Securonix, Inc. |
(1,259 | ) | ||
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.) |
(1,333 | ) | ||
Remaining Portfolio Companies |
9,638 | |||
Total |
$ | 30,073 | ||
Portfolio Company |
For the Year Ended December 31, 2022 |
|||
| ($ in thousands) | ||||
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.) |
$ | 1,228 | ||
CDK Global, Inc. |
725 | |||
Anaplan, Inc. |
666 | |||
Asurion, LLC |
(4,730 | ) | ||
Minerva Holdco, Inc. |
(3,944 | ) | ||
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.) |
(3,378 | ) | ||
Barracuda Networks, Inc. |
(1,281 | ) | ||
Dodge Construction Network |
(1,695 | ) | ||
RealPage, Inc. |
(741 | ) | ||
Sovos Compliance, LLC |
(482 | ) | ||
Remaining Portfolio Companies |
374 | |||
Total |
$ | (13,258 | ) | |
For the Years Ended December 31, |
||||||||
| ($ in thousands) | 2023 |
2022(1) |
||||||
Net realized gain (loss) on investments |
$ | 585 | $ | 17 | ||||
Net realized gain (loss) on foreign currency transactions |
(1,006 | ) | 26 | |||||
Net Realized Gain (Loss) |
$ | (421 | ) | $ | 43 | |||
| (1) | The Company commenced operations on May 2, 2022. |
For the Year Ended December 31, 2023 |
||||||||||||||||||||||||||||||||
Class S |
Class D |
Class I |
Total |
|||||||||||||||||||||||||||||
| ($ in thousands, except share amounts) |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
||||||||||||||||||||||||
Shares/gross proceeds from the continuous public offering |
28,953,479 | $ | 296,119 | 2,434,747 | $ | 24,759 | 8,677,527 | $ | 88,135 | 40,065,753 | $ | 409,013 | ||||||||||||||||||||
Shares/gross proceeds from the private placements |
— | — | — | — | 50,470,749 | 515,172 | 50,470,749 | 515,172 | ||||||||||||||||||||||||
Reinvestment of distributions |
1,127,663 | 11,569 | 39,968 | 411 | 4,349,616 | 44,681 | 5,517,247 | 56,661 | ||||||||||||||||||||||||
Repurchased shares |
(346,654 | ) | (3,535 | ) | (10,016 | ) | (102 | ) | (13,157,294 | ) | (134,795 | ) | (13,513,964 | ) | (138,432 | ) | ||||||||||||||||
Total shares/gross proceeds |
29,734,488 | 304,153 | 2,464,699 | 25,068 | 50,340,598 | 513,193 | 82,539,785 | 842,414 | ||||||||||||||||||||||||
Sales load |
— | (1,490 | ) | — | — | — | — | — | (1,490 | ) | ||||||||||||||||||||||
Total shares/net proceeds |
29,734,488 | $ | 302,663 | 2,464,699 | $ | 25,068 | 50,340,598 | $ | 513,193 | 82,539,785 | $ | 840,924 | ||||||||||||||||||||
For the Year Ended December 31, 2022 |
||||||||||||||||||||||||||||||||
Class S |
Class D |
Class I |
Total |
|||||||||||||||||||||||||||||
| ($ in thousands, except share amounts) | Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
||||||||||||||||||||||||
Shares/gross proceeds from the continuous public offering |
10,701,296 | $ | 107,249 | 106,732 | $ | 1,065 | 8,221,693 | $ | 81,980 | 19,029,721 | $ | 190,294 | ||||||||||||||||||||
Shares/gross proceeds from the private placements |
— | — | — | — | 81,114,960 | 809,660 | 81,114,960 | 809,660 | ||||||||||||||||||||||||
Reinvestment of distributions |
79,019 | 789 | 287 | 3 | 1,343,126 | 13,386 | 1,422,432 | 14,178 | ||||||||||||||||||||||||
Repurchased shares |
— | — | — | — | (2,876,529 | ) | (28,762 | ) | (2,876,529 | ) | (28,762 | ) | ||||||||||||||||||||
Total shares/gross proceeds |
10,780,315 | 108,038 | 107,019 | 1,068 | 87,803,250 | 876,264 | 98,690,584 | 985,370 | ||||||||||||||||||||||||
Sales load |
— | (581 | ) | — | — | — | — | — | (581 | ) | ||||||||||||||||||||||
Total shares/net proceeds |
10,780,315 | $ | 107,457 | 107,019 | $ | 1,068 | 87,803,250 | $ | 876,264 | 98,690,584 | $ | 984,789 | ||||||||||||||||||||
From Inception (June 22, 2021) to December 31, 2021 |
||||||||||||||||||||||||||||||||
Class S |
Class D |
Class I |
Total |
|||||||||||||||||||||||||||||
| ($ in thousands, except share amounts) | Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
||||||||||||||||||||||||
Shares/gross proceeds from the continuous public offering |
— | $ | — | — | $ | — | 15,100 | $ | 151 | 15,100 | $ | 151 | ||||||||||||||||||||
Shares/gross proceeds from the private placements |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Reinvestment of distributions |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Repurchased shares |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Total shares/gross proceeds |
— | — | — | — | 15,100 | 151 | 15,100 | 151 | ||||||||||||||||||||||||
Sales load |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Total shares/net proceeds |
— | $ | — | — | $ | — | 15,100 | $ | 151 | 15,100 | $ | 151 | ||||||||||||||||||||
For the Year Ended December 31, 2023 |
||||||||||||||||||||||||||||||||||||
Class S |
Class D |
Class I |
||||||||||||||||||||||||||||||||||
Effective Date |
Net Offering Price (per share) |
Maximum Upfront Sales Load (per share)(1) |
Maximum Offering Price (per share) |
Net Offering Price (per share) |
Maximum Upfront Sales Load (per share)(2) |
Maximum Offering Price (per share) |
Net Offering Price (per share) |
Maximum Upfront Sales Load (per share) |
Maximum Offering Price (per share) |
|||||||||||||||||||||||||||
| $ | 10.02 | $ | — | $ | 10.02 | $ | 10.02 | $ | — | $ | 10.02 | $ | 10.02 | $ | — | $ | 10.02 | |||||||||||||||||||
| $ | 10.17 | $ | — | $ | 10.17 | $ | 10.17 | $ | — | $ | 10.17 | $ | 10.17 | $ | — | $ | 10.17 | |||||||||||||||||||
| $ | 10.15 | $ | — | $ | 10.15 | $ | 10.15 | $ | — | $ | 10.15 | $ | 10.15 | $ | — | $ | 10.15 | |||||||||||||||||||
| $ | 10.12 | $ | — | $ | 10.12 | $ | 10.12 | $ | — | $ | 10.12 | $ | 10.12 | $ | — | $ | 10.12 | |||||||||||||||||||
| $ | 10.15 | $ | — | $ | 10.15 | $ | 10.15 | $ | — | $ | 10.15 | $ | 10.15 | $ | — | $ | 10.15 | |||||||||||||||||||
| $ | 10.11 | $ | — | $ | 10.11 | $ | 10.11 | $ | — | $ | 10.11 | $ | 10.11 | $ | — | $ | 10.11 | |||||||||||||||||||
| $ | 10.14 | $ | — | $ | 10.14 | $ | 10.14 | $ | — | $ | 10.14 | $ | 10.14 | $ | — | $ | 10.14 | |||||||||||||||||||
| $ | 10.21 | $ | — | $ | 10.21 | $ | 10.21 | $ | — | $ | 10.21 | $ | 10.21 | $ | — | $ | 10.21 | |||||||||||||||||||
| $ | 10.26 | $ | — | $ | 10.26 | $ | 10.26 | $ | — | $ | 10.26 | $ | 10.26 | $ | — | $ | 10.26 | |||||||||||||||||||
| $ | 10.28 | $ | — | $ | 10.28 | $ | 10.28 | $ | — | $ | 10.28 | $ | 10.28 | $ | — | $ | 10.28 | |||||||||||||||||||
| $ | 10.21 | $ | — | $ | 10.21 | $ | 10.21 | $ | — | $ | 10.21 | $ | 10.21 | $ | — | $ | 10.21 | |||||||||||||||||||
| $ | 10.32 | $ | — | $ | 10.32 | $ | 10.32 | $ | — | $ | 10.32 | $ | 10.32 | $ | — | $ | 10.32 | |||||||||||||||||||
| (1) | Maximum potential upfront sales load per share on Class S shares that can be charged by financial intermediaries is 3.5% of the net offering price. |
| (2) | Maximum potential upfront sales load per share on Class D shares that can be charged by financial intermediaries is 1.5% of the net offering price. |
For the Year Ended December 31, 2022 |
||||||||||||||||||||||||||||||||||||
Class S |
Class D |
Class I |
||||||||||||||||||||||||||||||||||
Effective Date |
Net Offering Price (per share) |
Maximum Upfront Sales Load (per share)(1) |
Maximum Offering Price (per share) |
Net Offering Price (per share) |
Maximum Upfront Sales Load (per share)(2) |
Maximum Offering Price (per share) |
Net Offering Price (per share) |
Maximum Upfront Sales Load (per share) |
Maximum Offering Price (per share) |
|||||||||||||||||||||||||||
Initial offering price |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | 10.00 | $ | — | 10.00 | ||||||||||||||||||||
| $ | 9.96 | $ | — | $ | 9.96 | $ | 9.96 | $ | — | $ | 9.96 | $ | 9.96 | $ | — | $ | 9.96 | |||||||||||||||||||
| $ | 9.81 | $ | — | $ | 9.81 | $ | 9.81 | $ | — | $ | 9.81 | $ | 9.81 | $ | — | $ | 9.81 | |||||||||||||||||||
| $ | 10.00 | $ | — | $ | 10.00 | $ | 10.00 | $ | — | $ | 10.00 | $ | 10.00 | $ | — | $ | 10.00 | |||||||||||||||||||
| $ | 10.03 | $ | — | $ | 10.03 | $ | 10.04 | $ | — | $ | 10.04 | $ | 10.04 | $ | — | $ | 10.04 | |||||||||||||||||||
| $ | 9.93 | $ | — | $ | 9.93 | $ | 9.93 | $ | — | $ | 9.93 | $ | 9.93 | $ | — | $ | 9.93 | |||||||||||||||||||
| $ | 9.97 | $ | — | $ | 9.97 | $ | 9.97 | $ | — | $ | 9.97 | $ | 9.97 | $ | — | $ | 9.97 | |||||||||||||||||||
| $ | 10.01 | $ | — | $ | 10.01 | $ | 10.01 | $ | — | $ | 10.01 | $ | 10.01 | $ | — | $ | 10.01 | |||||||||||||||||||
| (1) | Maximum potential upfront sales load per share on Class S shares that can be charged by financial intermediaries is 3.5% of the net offering price. |
| (2) | Maximum potential upfront sales load per share on Class D shares that can be charged by financial intermediaries is 1.5% of the net offering price. |
For the Year Ended December 31, 2023 |
||||||||||||||||||||||
Declaration Date(1) |
Record Date |
Payment Date |
Distribution Per Share(2) |
Distribution Amount(3) |
||||||||||||||||||
| ($ in thousands, except per share amounts) | Class S |
Class D |
Class I |
|||||||||||||||||||
| January 31, 2023 | February 24, 2023 | $ | 0.075000 | $ | 1,010 | $ | 19 | $ | 6,766 | |||||||||||||
| January 31, 2023 | February 24, 2023 | 0.074775 | 909 | 19 | 6,746 | |||||||||||||||||
| February 28, 2023 | March 23, 2023 | 0.074775 | 1,019 | 27 | 7,110 | |||||||||||||||||
| March 31, 2023 | April 26, 2023 | 0.074775 | 1,137 | 38 | 7,193 | |||||||||||||||||
| April 30, 2023 | May 23, 2023 | 0.074775 | 1,296 | 45 | 7,464 | |||||||||||||||||
| May 31, 2023 | June 26, 2023 | 0.074775 | 1,441 | 53 | 7,737 | |||||||||||||||||
| June 30, 2023 | July 26, 2023 | 0.074775 | 1,702 | 83 | 7,916 | |||||||||||||||||
| July 31, 2023 | August 22, 2023 | 0.074775 | 1,878 | 119 | 8,364 | |||||||||||||||||
| October 31, 2023 | November 24, 2023 | 0.020000 | 730 | 46 | 2,578 | |||||||||||||||||
| August 31, 2023 | September 26, 2023 | 0.074775 | 1,999 | 138 | 8,893 | |||||||||||||||||
| September 29, 2023 | October 26, 2023 | 0.074775 | 2,333 | 151 | 9,116 | |||||||||||||||||
| October 31, 2023 | November 24, 2023 | 0.074775 | 2,460 | 166 | 9,640 | |||||||||||||||||
| November 30, 2023 | December 22, 2023 | 0.074775 | 2,603 | 181 | 10,069 | |||||||||||||||||
| December 29, 2023 | January 25, 2024 | 0.074775 | 2,727 | 187 | 10,333 | |||||||||||||||||
| December 29, 2023 | January 25, 2024 | 0.020000 | 810 | 51 | 2,763 | |||||||||||||||||
Total |
$ | 1.012300 | $ | 24,054 | $ | 1,323 | $ | 112,688 | ||||||||||||||
| (1) | On November 20, 2023 the Company’s board of directors declared a distribution of 0.074775 per share, payable on or before February 29, 2024 to shareholders of record as of January 31, 2024. |
| (2) | Distributions per share are gross of shareholder servicing fees. |
| (3) | Distribution amounts are net of shareholder servicing fees. |
For the Year Ended December 31, 2022(1) |
||||||||||||||||||||||
Declaration Date |
Record Date |
Payment Date |
Distribution Per Share(2) |
Distribution Amount(3) |
||||||||||||||||||
| ($ in thousands, except per share amounts) | Class S |
Class D |
Class I |
|||||||||||||||||||
| May 31, 2022 | June 23, 2022 | $ | 0.04583 | $ | — | $ | — | $ | 2,449 | |||||||||||||
| June 30, 2022 | July 26, 2022 | 0.05810 | 4 | — | 3,435 | |||||||||||||||||
| July 31, 2022 | August 24, 2022 | 0.06131 | 70 | — | 4,044 | |||||||||||||||||
| August 31, 2022 | September 26, 2022 | 0.06458 | 169 | — | 4,511 | |||||||||||||||||
| September 30, 2022 | October 26, 2022 | 0.07112 | 336 | — | 5,424 | |||||||||||||||||
| October 31, 2022 | November 26, 2022 | 0.07112 | 461 | 2 | 5,881 | |||||||||||||||||
| November 30, 2022 | December 23, 2022 | 0.07478 | 620 | 4 | 6,462 | |||||||||||||||||
| December 30, 2022 | January 26, 2023 | 0.07478 | 728 | 8 | 6,567 | |||||||||||||||||
Total |
$ | 0.52162 | $ | 2,388 | $ | 14 | $ | 38,773 | ||||||||||||||
| (1) | The Company commenced operations on May 2, 2022. |
| (2) | Distributions per share are gross of shareholder servicing fees. |
| (3) | Distribution amounts are net of shareholder servicing fees. |
For the Years Ended December 31, 2023 |
||||||||||||
Source of Distribution(2) |
Per Share(1) |
Amount |
Percentage |
|||||||||
| ($ in thousands, except per share amounts) | ||||||||||||
Net investment income |
$ | 1.120595 | $ | 157,783 | 114.3 | % | ||||||
Net realized gain (loss) on investments |
0.003228 | 585 | 0.4 | % | ||||||||
Distributions in excess of (undistributed) net investment income |
(0.111523 | ) | (20,303 | ) | (14.7 | )% | ||||||
Total |
$ | 1.012300 | $ | 138,065 | 100.0 | % | ||||||
| (1) | Distributions per share are gross of shareholder servicing fees. |
| (2) | Data in this table is presented on a consolidated basis. Refer to Note 11 “Financial Highlights” for amounts by share class. |
For the Year Ended December 31, 2022(1) |
||||||||||||
Source of Distribution(3) |
Per Share(2) |
Amount |
Percentage |
|||||||||
($ in thousands, except per share amounts) |
||||||||||||
Net investment income |
$ | 0.75909 | $ | 58,843 | 142.9 | % | ||||||
Net realized gain (loss) on investments |
0.00017 | 17 | — | % | ||||||||
Distributions in excess of (undistributed) net investment income |
(0.23764 | ) | (17,685 | ) | (42.9 | )% | ||||||
Total |
$ | 0.52162 | $ | 41,175 | 100.0 | % | ||||||
| (1) | The company commenced operations on May 2, 2022. |
| (2) | Distributions per share are gross of shareholder servicing fees. |
| (3) | Data in this table is presented on a consolidated basis. Refer to Note 11 “Financial Highlights” for amounts by share class. |
For the Year Ended December 31, 2023 |
||||||||||||||||
Offer Date |
Class |
Tender Offer Expiration |
Tender Offer |
Purchase Price per Share |
Shares Repurchased |
|||||||||||
($ in thousands, except per share and share amounts) |
||||||||||||||||
| I | March 31, 2023 | $ | 35,173 | $ | 10.12 | 3,475,640 | ||||||||||
| S | March 31, 2023 | 965 | $ | 10.12 | 95,317 | |||||||||||
| I | June 30, 2023 | 20,802 | $ | 10.14 | 2,051,539 | |||||||||||
| S | June 30, 2023 | 1,425 | $ | 10.14 | 140,508 | |||||||||||
| D | June 30, 2023 | 50 | $ | 10.14 | 4,926 | |||||||||||
| I | September 29, 2023 | 39,093 | $ | 10.28 | 3,802,783 | |||||||||||
| S | September 29, 2023 | 581 | $ | 10.28 | 56,519 | |||||||||||
| D | September 29, 2023 | 52 | $ | 10.28 | 5,090 | |||||||||||
| I | December 29, 2023 | 39,727 | $ | 10.38 | 3,827,332 | |||||||||||
| S | December 29, 2023 | 564 | $ | 10.38 | 54,310 | |||||||||||
Total |
$ | 138,432 | 13,513,964 | |||||||||||||
For the Year Ended December 31, 2022 |
||||||||||||||||
Offer Date |
Class |
Tender Offer Expiration |
Tender Offer |
Purchase Price per Share |
Shares Repurchased |
|||||||||||
($ in thousands, except per share and share amounts) |
||||||||||||||||
| I | September 30, 2022 | $ | 6,703 | $ | 9.93 | 675,034 | ||||||||||
| I | December 30, 2022 | 22,059 | $ | 10.02 | 2,201,495 | |||||||||||
Total |
$ | 28,762 | 2,876,529 | |||||||||||||
As of |
||||||||||||||||||||
| ($ in thousands) | Aggregate Principal Committed |
Outstanding Principal |
Amount Available(1) |
Unamortized Debt Issuance Costs |
Net Carrying Value |
|||||||||||||||
Revolving Credit Facility |
$ | 875,000 | $ | 541,410 | $ | 333,590 | $ | (7,772 | ) | $ | 533,638 | |||||||||
SPV Asset Facility I |
750,000 | 550,000 | 41,800 | (4,043 | ) | 545,957 | ||||||||||||||
SPV Asset Facility II |
250,000 | — | 158,797 | (2,333 | ) | (2,333 | ) | |||||||||||||
Series 2023A Notes |
100,000 | 100,000 | — | (1,018 | ) | 98,982 | ||||||||||||||
Series 2023B-A Notes |
100,000 | 100,000 | — | (826 | ) | 99,174 | ||||||||||||||
Series 2023B-B Notes |
75,000 | 75,000 | — | (768 | ) | 74,232 | ||||||||||||||
Total Debt |
$ | 2,150,000 | $ | 1,366,410 | $ | 534,187 | $ | (16,760 | ) | $ | 1,349,650 | |||||||||
| (1) | The amount available reflects any collateral related limitations at the Company level related to each credit facility’s borrowing base. |
As of |
||||||||||||||||||||
| ($ in thousands) | Aggregate Principal Committed |
Outstanding Principal |
Amount Available(1) |
Unamortized Debt Issuance Costs |
Net Carrying Value |
|||||||||||||||
Revolving Credit Facility |
$ | 750,000 | $ | 415,229 | $ | 18,647 | $ | (4,567 | ) | $ | 410,661 | |||||||||
SPV Asset Facility I |
1,000,000 | 614,000 | 2,867 | (6,747 | ) | 607,253 | ||||||||||||||
Total Debt |
$ | 1,750,000 | $ | 1,029,229 | $ | 21,514 | $ | (11,314 | ) | $ | 1,017,914 | |||||||||
| (1) | The amount available reflects any collateral related limitations at the Company level related to each credit facility’s borrowing base. |
For the Years Ended December 31, |
||||||||
| ($ in thousands) | 2023 |
2022(1) |
||||||
Interest expense(2) |
$ | 87,693 | $ | 30,161 | ||||
Amortization of debt issuance costs |
3,437 | 1,967 | ||||||
Total Interest Expense |
$ | 91,130 | $ | 32,128 | ||||
Average interest rate(3)(4) |
8.0 | % | 6.6 | % | ||||
Average daily outstanding borrowings(3)(4) |
$ | 1,079,312 | $ | 676,278 | ||||
| (1) | The Company commenced operations on May 2, 2022. |
| (2) | For the period ended December 31, 2022, interest expense excludes approximately $0.6 million of financing fees incurred in connection with the Macquarie warehouse agreements prior to the commencement of operations on May 2, 2022. |
| (3) | For the period ended December 31, 2022, averages reflect the period from May 2, 2022, the date of the agreement, through December 31, 2022. |
| (4) | Averages are calculated based on annualized amounts. |
Class and Period |
Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions) |
Asset Coverage per Unit(2) |
Involuntary Liquidating Preference per Unit(3) |
Average Market Value per Unit(4) |
||||||||||||
Revolving Credit Facility |
||||||||||||||||
| $ | 541.4 | 2,353.7 | — | N/A | ||||||||||||
| 415.2 | 1,958.8 | — | N/A | |||||||||||||
SPV Asset Facility I |
||||||||||||||||
| $ | 550.0 | 2,353.7 | — | N/A | ||||||||||||
| 614.0 | 1,958.8 | — | N/A | |||||||||||||
SPV Asset Facility II |
||||||||||||||||
| $ | — | 2,353.7 | — | N/A | ||||||||||||
Series 2023A Notes |
||||||||||||||||
| $ | 100.0 | 2,353.7 | — | N/A | ||||||||||||
Series 2023B-A Notes |
||||||||||||||||
| $ | 100.0 | 2,353.7 | — | N/A | ||||||||||||
Series 2023B-B Notes |
||||||||||||||||
| $ | 75.0 | 2,353.7 | — | N/A | ||||||||||||
| (1) | Total amount of each class of senior securities outstanding at the end of the period presented. |
| (2) | Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis. |
| (3) | The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities. |
| (4) | Not applicable because the senior securities are not registered for public trading. |
As of |
||||||||||
Portfolio Company |
Investment |
|||||||||
| ($ in thousands) | ||||||||||
Activate Holdings (US) Corp. (dba Absolute Software) |
First lien senior secured revolving loan | $ | 2,408 | $ | — | |||||
AmeriLife Holdings LLC |
First lien senior secured delayed draw term loan | 762 | 1,515 | |||||||
AmeriLife Holdings LLC |
First lien senior secured delayed draw term loan | 3,820 | — | |||||||
AmeriLife Holdings LLC |
First lien senior secured revolving loan | 2,273 | 2,273 | |||||||
Anaplan, Inc. |
First lien senior secured revolving loan | 6,481 | 6,481 | |||||||
Appfire Technologies, LLC |
First lien senior secured delayed draw term loan | 10,587 | 16,366 | |||||||
Appfire Technologies, LLC |
First lien senior secured revolving loan | 1,260 | 1,539 | |||||||
Armstrong Bidco Limited |
First lien senior secured GBP delayed draw term loan | — | 3,734 | |||||||
Athenahealth Group Inc. |
First lien senior secured delayed draw term loan | — | 870 | |||||||
Aurelia Netherlands Midco 2 B.V. |
First lien senior secured EUR term loan | 14,005 | — | |||||||
As of |
||||||||||
Portfolio Company |
Investment |
|||||||||
| ($ in thousands) | ||||||||||
Aurelia Netherlands Midco 2 B.V. |
First lien senior secured NOK term loan | 14,656 | — | |||||||
Aurelia Netherlands Midco 2 B.V. |
First lien senior secured EUR revolving loan | 1,556 | — | |||||||
Avalara, Inc. |
First lien senior secured revolving loan | 2,273 | 2,273 | |||||||
Bamboo US BidCo LLC |
First lien senior secured delayed draw term loan | 2,866 | — | |||||||
Bamboo US BidCo LLC |
First lien senior secured revolving loan | 4,103 | — | |||||||
BTRS Holdings Inc. (dba Billtrust) |
First lien senior secured delayed draw term loan | 100 | 195 | |||||||
BTRS Holdings Inc. (dba Billtrust) |
First lien senior secured revolving loan | 185 | 246 | |||||||
Certinia, Inc. |
First lien senior secured revolving loan | 5,882 | — | |||||||
Circana Group, L.P. (fka The NPD Group, L.P.) |
First lien senior secured revolving loan | 7,429 | 7,973 | |||||||
Community Brands ParentCo, LLC |
First lien senior secured delayed draw term loan | 750 | 750 | |||||||
Community Brands ParentCo, LLC |
First lien senior secured revolving loan | 375 | 375 | |||||||
Coupa Holdings, LLC |
First lien senior secured delayed draw term loan | 70 | — | |||||||
Coupa Holdings, LLC |
First lien senior secured revolving loan | 54 | — | |||||||
Crewline Buyer, Inc. (dba New Relic) |
First lien senior secured revolving loan | 9,434 | — | |||||||
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.) |
First lien senior secured revolving loan | 91 | — | |||||||
EET Buyer, Inc. (dba e-Emphasys) |
First lien senior secured revolving loan | 344 | — | |||||||
Entrata, Inc. |
First lien senior secured revolving loan | 3,941 | — | |||||||
Faraday Buyer, LLC (dba MacLean Power Systems) |
First lien senior secured delayed draw term loan | 1,896 | — | |||||||
Finastra USA, Inc. |
First lien senior secured revolving loan | 4,608 | — | |||||||
Fullsteam Operations, LLC |
First lien senior secured delayed draw term loan | — | 19,934 | |||||||
Fullsteam Operations, LLC |
First lien senior secured delayed draw term loan | 145 | — | |||||||
Fullsteam Operations, LLC |
First lien senior secured delayed draw term loan | 93 | — | |||||||
Fullsteam Operations, LLC |
First lien senior secured revolving loan | 37 | — | |||||||
GI Ranger Intermediate, LLC (dba Rectangle Health) |
First lien senior secured delayed draw term loan | 7,600 | 7,600 | |||||||
Grayshift, LLC |
First lien senior secured revolving loan | 5,806 | 5,806 | |||||||
Hyland Software, Inc. |
First lien senior secured revolving loan | 1,919 | — | |||||||
Hyperion Refinance S.a.r.l (dba Howden Group) |
First lien senior secured delayed draw term loan | — | 17,714 | |||||||
Iconic IMO Merger Sub, Inc. |
First lien senior secured delayed draw term loan | 3,127 | 4,963 | |||||||
Iconic IMO Merger Sub, Inc. |
First lien senior secured revolving loan | 2,382 | 2,010 | |||||||
Indikami Bidco, LLC (dba IntegriChain) |
First lien senior secured delayed draw term loan | 4,485 | — | |||||||
Indikami Bidco, LLC (dba IntegriChain) |
First lien senior secured revolving loan | 3,203 | — | |||||||
Inovalon Holdings, Inc. |
First lien senior secured delayed draw term loan | 1,350 | 1,350 | |||||||
Integrated Specialty Coverages, LLC |
First lien senior secured delayed draw term loan | 12,716 | — | |||||||
As of |
||||||||||
Portfolio Company |
Investment |
|||||||||
| ($ in thousands) | ||||||||||
Integrated Specialty Coverages, LLC |
First lien senior secured revolving loan | 5,934 | — | |||||||
Integrity Marketing Acquisition, LLC |
First lien senior secured delayed draw term loan | 4,567 | — | |||||||
Integrity Marketing Acquisition, LLC |
First lien senior secured revolving loan | 1,135 | — | |||||||
Interoperability Bidco, Inc. (dba Lyniate) |
First lien senior secured revolving loan | 757 | 652 | |||||||
Kaseya Inc. |
First lien senior secured delayed draw term loan | 3,803 | 4,050 | |||||||
Kaseya Inc. |
First lien senior secured revolving loan | 3,038 | 4,050 | |||||||
KWOL Acquisition Inc. (dba Worldwide Clinical Trials) |
First lien senior secured revolving loan | 4,112 | — | |||||||
ManTech International Corporation |
First lien senior secured delayed draw term loan | 6,698 | 10,400 | |||||||
ManTech International Corporation |
First lien senior secured revolving loan | 5,590 | 5,590 | |||||||
Ministry Brands Holdings, LLC |
First lien senior secured delayed draw term loan | — | 5,650 | |||||||
Ministry Brands Holdings, LLC |
First lien senior secured revolving loan | 791 | 847 | |||||||
Neptune Holdings, Inc. (dba NexTech) |
First lien senior secured revolving loan | 4,118 | — | |||||||
Omnia Partners, LLC |
First lien senior secured delayed draw term loan | 172 | — | |||||||
OneOncology LLC |
First lien senior secured delayed draw term loan | 5,357 | — | |||||||
OneOncology LLC |
First lien senior secured revolving loan | 2,857 | — | |||||||
Oranje Holdco, Inc. (dba KnowBe4) |
First lien senior secured revolving loan | 534 | — | |||||||
Pacific BidCo Inc. |
First lien senior secured delayed draw term loan | 954 | 954 | |||||||
Ping Identity Holding Corp. |
First lien senior secured revolving loan | 2,182 | 2,182 | |||||||
Plasma Buyer LLC (dba PathGroup) |
First lien senior secured delayed draw term loan | 4,412 | 4,412 | |||||||
PetVet Care Centers, LLC |
First lien senior secured delayed draw term loan | 5,120 | — | |||||||
PetVet Care Centers, LLC |
First lien senior secured revolving loan | 5,373 | — | |||||||
Plasma Buyer LLC (dba PathGroup) |
First lien senior secured revolving loan | 1,260 | 1,891 | |||||||
Rubrik, Inc. |
First lien senior secured delayed draw term loan | 5,876 | 1,857 | |||||||
SailPoint Technologies Holdings, Inc. |
First lien senior secured revolving loan | 10,896 | 10,896 | |||||||
Securonix, Inc. |
First lien senior secured revolving loan | 3,559 | 3,559 | |||||||
Sensor Technology Topco, Inc. (dba Humanetics) |
First lien senior secured revolving loan | 917 | — | |||||||
SimpliSafe Holding Corporation |
First lien senior secured delayed draw term loan | 5,658 | 7,716 | |||||||
Smarsh Inc. |
First lien senior secured delayed draw term loan | 3,333 | 3,333 | |||||||
Smarsh Inc. |
First lien senior secured revolving loan | 267 | 1,667 | |||||||
Talon MidCo 2 Limited (dba Tufin) |
First lien senior secured delayed draw term loan | 145 | 118 | |||||||
As of |
||||||||||
Portfolio Company |
Investment |
|||||||||
| ($ in thousands) | ||||||||||
Talon MidCo 2 Limited (dba Tufin) |
First lien senior secured revolving loan | 1,369 | 1,369 | |||||||
TC Holdings, LLC (dba TrialCard) |
First lien senior secured revolving loan | 1,071 | 1,071 | |||||||
XRL 1 LLC (dba XOMA) |
First lien senior secured delayed draw term loan | 350 | — | |||||||
Zendesk, Inc. |
First lien senior secured delayed draw term loan | 14,633 | 14,633 | |||||||
Zendesk, Inc. |
First lien senior secured revolving loan | 6,026 | 6,026 | |||||||
Total Unfunded Portfolio Company Commitments |
$ | 267,936 | $ | 196,890 | ||||||
Payments Due by Period |
||||||||||||||||||||
| ($ in thousands) | Total |
Less than 1 year |
1-3 years |
3-5 years |
After 5 years |
|||||||||||||||
Revolving Credit Facility |
$ | 533,638 | $ | — | $ | — | $ | 533,638 | $ | — | ||||||||||
SPV Asset Facility I |
545,957 | — | — | 545,957 | — | |||||||||||||||
SPV Asset Facility II |
— | — | — | — | — | |||||||||||||||
Series 2023A Notes |
98,982 | — | 98,982 | — | — | |||||||||||||||
Series 2023B-A Notes |
99,174 | — | — | — | 99,174 | |||||||||||||||
Series 2023B-B Notes |
74,232 | — | — | 74,232 | — | |||||||||||||||
Total Contractual Obligations |
$ | 1,351,983 | $ | — | $ | 98,982 | $ | 1,153,827 | $ | 99,174 | ||||||||||
| • | the Investment Advisory Agreement; |
| • | the Administration Agreement; |
| • | the Expense Support Agreement; |
| • | the Expense Deferral Agreement; |
| • | the Dealer Manager Agreement; and |
| • | the License Agreement. |
| • | With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations; |
| • | With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee; |
| • | Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee; |
| • | Our Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment; |
| • | Each quarter, our Adviser, as the valuation designee, provides the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, our Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and |
| • | The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention. |
| • | Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. |
| • | Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. |
| • | Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
| • | 90% of our investment company taxable income (which is generally our ordinary income plus the excess of realized short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and |
| • | 90% of our net tax-exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions) for such taxable year. |
| • | 98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year; |
| • | 98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and |
| • | 100% of any income or gains recognized, but not distributed, in preceding years. |
Strategy |
Funds |
Assets Under Management | ||
Diversified Lending |
The diversified lending strategy is primarily offered through four BDCs: Blue Owl Capital Corporation (“OBDC”), Blue Owl Capital Corporation II (“OBDC II”), Blue Owl Capital Corporation III (“OBDE”), and Blue Owl Credit Income Corp. (“OCIC”). | As of December 31, 2023, the diversified lending strategy had $49.3 billion of assets under management. |
Strategy |
Funds |
Assets Under Management | ||
| The diversified lending strategy provides a wide range of financing solutions with strong focus on the top of the capital structure and operate this strategy through diversification by borrower, sector, sponsor, and position size. | ||||
Technology Lending |
The technology lending strategy is primarily offered through three BDCs: the Company, Blue Owl Technology Finance Corp. (“OTF”) and Blue Owl Technology Finance Corp. II (“OTF II” and together with the Company, OBDC, OBDC II, OBDE, OCIC and OTF, the “Blue Owl BDCs”). | As of December 31, 2023, the technology lending strategy had $20.0 billion of assets under management. | ||
First Lien Lending |
The first lien lending strategy is offered through private funds and separately managed accounts. | As of December 31, 2023, the first lien lending strategy had $3.6 billion of assets under management. | ||
Strategy |
Funds |
Assets Under Management | ||
| senior secured loans in or related to middle market businesses based primarily in the United States. | ||||
Opportunistic Lending (iv) debtor-in-possession |
The opportunistic lending strategy is managed through private funds and separately managed accounts. | As of December 31, 2023, the opportunistic lending strategy had $2.4 billion of assets under management. | ||
| • | Mission critical solutions |
| • | Market leadership positions |
| • | Strong quality of revenue re-occurring) and substantial gross margins diversified by a granular, long-tenured customer base; |
| • | Strong customer retention |
| • | Highly capital efficient |
| • | Attractive unit economics |
| • | understanding the purpose of the loan, the key personnel, the sources and uses of the proceeds; |
| • | meeting the company’s management and key personnel, including top level executives, to get an insider’s view of the business, and to probe for potential weaknesses in business prospects; |
| • | checking management’s backgrounds and references; |
| • | performing a detailed review of historical financial performance, including performance through various economic cycles, and the quality of earnings; |
| • | contacting customers and vendors to assess both business prospects and standard practices; |
| • | conducting a competitive analysis, and comparing the company to its main competitors on an operating, financial, market share and valuation basis; |
| • | researching the industry for historic growth trends and future prospects as well as to identify future exit alternatives; |
| • | assessing asset value and the ability of physical infrastructure and information systems to handle anticipated growth; |
| • | leveraging our Adviser’s internal resources and network with institutional knowledge of the company’s business; |
| • | assessing business valuation and corresponding recovery analysis; |
| • | developing downside financial projections and liquidation analysis; |
| • | reviewing environmental, social and governance (“ESG”) considerations including consulting the Sustainability Accounting Standards Board’s Engagement Guide for ESG considerations; and |
| • | investigating legal and regulatory risks and financial and accounting systems and practices. |
| • | assessment of success of the portfolio company in adhering to its business plan and compliance with covenants; |
| • | periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments; |
| • | comparisons to other companies in the portfolio company’s industry; |
| • | attendance at, and participation in, board meetings; and |
| • | review of periodic financial statements and financial projections for portfolio companies. |
| • | First-lien debt. |
| • | Stand-alone first-lien loans. |
| • | “Last out” first-lien / unitranche loans. |
| • | Second-lien debt. |
| • | Mezzanine debt. |
preferred equity in an issuer’s capital structure. Mezzanine debt investments generally offer lenders fixed returns in the form of interest payments, which could be paid-in-kind, co-investment or warrants. Due to its higher risk profile and often less restrictive covenants compared to senior secured loans, mezzanine debt generally bears a higher stated interest rate than first-lien and second-lien debt. |
| • | Broadly syndicated loans. closed-end funds, hedge funds, banks, and insurance companies; and finance companies. A borrower must comply with various covenants
contained in a loan agreement or note purchase agreement between the borrower and the holders of the broadly syndicated loan. The broadly syndicated loans in which we invest may include loans that are considered “covenant-lite” loans, because of their lack of a full set of financial maintenance covenants. |
| • | requiring a total return on our investments (including both interest and potential equity appreciation) that compensates us for credit risk; |
| • | negotiating covenants in connection with our investments consistent with preservation of our capital. Such restrictions may include affirmative covenants (including reporting requirements), negative covenants (including financial maintenance covenants), lien protection, limitations on debt incurrence, restrictions on asset sales, downside and liquidation cases, restrictions on dividends and other payments, cash flow sweeps, collateral protection, required debt amortization, change of control provisions and board rights, including either observation rights or rights to a seat on the board under some circumstances; and |
| • | including debt amortization requirements, where appropriate, to require the timely repayment of principal of the loan, as well as appropriate maturity dates. |
| • | With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations; |
| • | With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee; |
| • | Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee; |
| • | The Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment; |
| • | Each quarter, the Adviser, as the valuation designee, will provide the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, the Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and |
| • | The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention. |
| • | Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. |
| • | Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. |
| • | Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Class and Period |
Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions) |
Asset Coverage per Unit(2) |
Involuntary Liquidating Preference per Unit(3) |
Average Market Value per Unit(4) |
||||||||||||
Revolving Credit Facility |
||||||||||||||||
| $ | i 541.4 | i 2,353.7 | i — | i N/A | ||||||||||||
| i 415.2 | i 1,958.8 | i — | i N/A | |||||||||||||
| i — | i — | i — | i N/A | |||||||||||||
SPV Asset Facility I |
||||||||||||||||
| $ | i 550.0 | i 2,353.7 | i — | i N/A | ||||||||||||
| i 614.0 | i 1,958.8 | i — | i N/A | |||||||||||||
| i — | i — | i — | i N/A | |||||||||||||
SPV Asset Facility II |
||||||||||||||||
| $ | i — | i 2,353.7 | i — | i N/A | ||||||||||||
Series 2023A Notes |
||||||||||||||||
| $ | i 100.0 | i 2,353.7 | i — | i N/A | ||||||||||||
Series 2023B-A Notes |
||||||||||||||||
| $ | i 100.0 | i 2,353.7 | i — | i N/A | ||||||||||||
Series 2023B-B Notes |
||||||||||||||||
| $ | i 75.0 | i 2,353.7 | i — | i N/A | ||||||||||||
Promissory Note (5) |
||||||||||||||||
| $ | i — | i — | i — | i N/A | ||||||||||||
| (1) | Total amount of each class of senior securities outstanding at the end of the period presented. |
| (2) | Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis. |
| (3) | The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities. |
| (4) | Not applicable as the senior securities are not registered for public trading. |
| (5) | The Promissory Note was terminated in June 2022. |
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| Bleriot US Bidco Inc. 4009 Marathon Boulevard, Austin, TX, 78756 (3) |
Aerospace & Defense | First lien senior secured loan | S + 4.00% | 10/2028 | 0.0 | % | $ | 6,816 | $ | 6,784 | $ | 6,838 | 0.4 | % | ||||||||||||||
| Dynasty Acquisition Co., Inc. (dba StandardAero Limited) 6710 North Scottsdale Road, Scottsdale, AZ, 85253 (2) |
Aerospace & Defense | First lien senior secured loan | S + 4.00% | 4/2026 | 0.0 | % | 2,090 | 2,070 | 2,094 | 0.1 | % | |||||||||||||||||
| Dynasty Acquisition Co., Inc. (dba StandardAero Limited) 6710 North Scottsdale Road, Scottsdale, AZ, 85253 (2) |
Aerospace & Defense | First lien senior secured loan | S + 4.00% | 8/2028 | 0.0 | % | 896 | 887 | 897 | 0.0 | % | |||||||||||||||||
| ManTech International Corporation 2251 Corporate Park Drive, Herndon, VA, 20171 (3) |
Aerospace & Defense | First lien senior secured loan | S + 5.75% | 9/2029 | 0.0 | % | 43,455 | 42,705 | 43,129 | 2.3 | % | |||||||||||||||||
| ManTech International Corporation 2251 Corporate Park Drive, Herndon, VA, 20171 (3)(10) |
Aerospace & Defense | First lien senior secured delayed draw term loan | S + 5.75% | 9/2024 | 0.0 | % | 3,684 | 3,564 | 3,656 | 0.2 | % | |||||||||||||||||
| ManTech International Corporation 2251 Corporate Park Drive, Herndon, VA, 20171 (10) |
Aerospace & Defense | First lien senior secured revolving loan | S + 5.75% | 9/2028 | 0.0 | % | — | (88 | ) | (42 | ) | 0.0 | % | |||||||||||||||
| Peraton Corp. 1875 Explorer Street, Herndon, VA, 20170 (2) |
Aerospace & Defense | First lien senior secured loan | S + 3.75% | 2/2028 | 0.0 | % | 3,061 | 3,047 | 3,065 | 0.2 | % | |||||||||||||||||
| Anaplan, Inc. 50 Hawthorne Street, San Francisco, CA, 94105 (3) |
Application Software | First lien senior secured loan | S + 6.50% | 6/2029 | 0.0 | % | 90,055 | 89,299 | 90,056 | 4.8 | % | |||||||||||||||||
| Anaplan, Inc. 50 Hawthorne Street, San Francisco, CA, 94105 (10) |
Application Software | First lien senior secured revolving loan | S + 6.50% | 6/2028 | 0.0 | % | — | (48 | ) | — | 0.0 | % | ||||||||||||||||
| Armstrong Bidco Limited The Armstrong Building 10 Oakwood Drive Loughborough LE11 3QF, United Kingdom (6) |
Application Software | First lien senior secured GBP term loan | SA + 5.25% | 6/2029 | 0.0 | % | £ | 26,570 | 32,009 | 33,618 | 1.8 | % | ||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| Armstrong Bidco Limited The Armstrong Building 10 Oakwood Drive Loughborough LE11 3QF, United Kingdom (6) |
Application Software | First lien senior secured GBP delayed draw term loan | SA + 5.25% | 6/2029 | 0.0 | % | £ | 13,863 | 16,697 | 17,540 | 0.9 | % | ||||||||||||||||
| Avalara, Inc. 255 South King Street, Seattle, WA, 98104 (3) |
Application Software | First lien senior secured loan | S + 7.25% | 10/2028 | 0.0 | % | 22,727 | 22,437 | 22,614 | 1.2 | % | |||||||||||||||||
| Avalara, Inc. 255 South King Street, Seattle, WA, 98104 (10) |
Application Software | First lien senior secured revolving loan | S + 7.25% | 10/2028 | 0.0 | % | — | (27 | ) | (11 | ) | 0.0 | % | |||||||||||||||
| Boxer Parent Company Inc. (f/k/a BMC) 2103 CityWest Boulevard, Houston, TX, 77042 (2) |
Application Software | First lien senior secured loan | S + 4.25% | 12/2028 | 0.0 | % | 15,000 | 14,850 | 15,087 | 0.8 | % | |||||||||||||||||
| Central Parent Inc. (dba CDK Global Inc.) 1950 Hassell Road, Hoffman Estates, IL, 60169 (3) |
Application Software | First lien senior secured loan | S + 4.00% | 7/2029 | 0.0 | % | 39,700 | 39,606 | 39,857 | 2.1 | % | |||||||||||||||||
| Community Brands ParentCo, LLC 9620 Executive Center Driveway North, Saint Petersburg, FL, 33702 (2) |
Application Software | First lien senior secured loan | S + 5.50% | 2/2028 | 0.0 | % | 6,263 | 6,170 | 6,201 | 0.3 | % | |||||||||||||||||
| Community Brands ParentCo, LLC 9620 Executive Center Driveway North, Saint Petersburg, FL, 33702 (10) |
Application Software | First lien senior secured delayed draw term loan | S + 5.50% | 2/2024 | 0.0 | % | — | (5 | ) | — | 0.0 | % | ||||||||||||||||
| Community Brands ParentCo, LLC 9620 Executive Center Driveway North, Saint Petersburg, FL, 33702 (10) |
Application Software | First lien senior secured revolving loan | S + 5.50% | 2/2028 | 0.0 | % | — | (5 | ) | (4 | ) | 0.0 | % | |||||||||||||||
| Coupa Holdings, LLC 1855 South Grant Street, San Mateo, CA, 94402 (2) |
Application Software | First lien senior secured loan | S + 7.50% | 2/2030 | 0.0 | % | 785 | 767 | 770 | 0.0 | % | |||||||||||||||||
| Coupa Holdings, LLC 1855 South Grant Street, San Mateo, CA, 94402 (10) |
Application Software | First lien senior secured delayed draw term loan | S + 7.50% | 8/2024 | 0.0 | % | — | (1 | ) | (1 | ) | 0.0 | % | |||||||||||||||
| Coupa Holdings, LLC 1855 South Grant Street, San Mateo, CA, 94402 (10) |
Application Software | First lien senior secured revolving loan | S + 7.50% | 2/2029 | 0.0 | % | — | (1 | ) | (1 | ) | 0.0 | % | |||||||||||||||
| Fullsteam Operations, LLC 540 Devall Drive, Auburn, AL, 36832 (3) |
Application Software | First lien senior secured loan | S + 8.25% | 11/2029 | 0.0 | % | 662 | 642 | 642 | 0.0 | % | |||||||||||||||||
| Fullsteam Operations, LLC 540 Devall Drive, Auburn, AL, 36832 (3)(10) |
Application Software | First lien senior secured delayed draw term loan | S + 8.25% | 5/2025 | 0.0 | % | 63 | 59 | 59 | 0.0 | % | |||||||||||||||||
| Fullsteam Operations, LLC 540 Devall Drive, Auburn, AL, 36832 (10) |
Application Software | First lien senior secured delayed draw term loan | S + 8.25% | 11/2025 | 0.0 | % | — | (1 | ) | (1 | ) | 0.0 | % | |||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| Fullsteam Operations, LLC 540 Devall Drive, Auburn, AL, 36832 (10) |
Application Software | First lien senior secured revolving loan | S + 8.25% | 11/2029 | 0.0 | % | — | (1 | ) | (1 | ) | 0.0 | % | |||||||||||||||
| Grayshift, LLC 931 Monroe Drive Northeast, Atlanta, GA, 30308 (2) |
Application Software | First lien senior secured loan | S + 8.00% | 7/2028 | 0.0 | % | 53,382 | 52,956 | 52,581 | 2.8 | % | |||||||||||||||||
| Grayshift, LLC 931 Monroe Drive Northeast, Atlanta, GA, 30308 (2) |
Application Software | First lien senior secured loan | S + 8.00% | 7/2028 | 0.0 | % | 22,118 | 21,806 | 21,787 | 1.2 | % | |||||||||||||||||
| Grayshift, LLC 931 Monroe Drive Northeast, Atlanta, GA, 30308 (10) |
Application Software | First lien senior secured revolving loan | S + 8.00% | 7/2028 | 0.0 | % | — | (43 | ) | (87 | ) | 0.0 | % | |||||||||||||||
| Motus Group, LLC 60 South Street, Boston, MA, 02111 (2) |
Application Software | Second lien senior secured loan | S + 6.50% | 12/2029 | 0.0 | % | 16,557 | 16,423 | 16,392 | 0.9 | % | |||||||||||||||||
| Perforce Software, Inc. 400 First Avenue North, Minneapolis, MN, 55401 (2) |
Application Software | First lien senior secured loan | S + 4.50% | 7/2026 | 0.0 | % | 14,775 | 14,537 | 14,738 | 0.8 | % | |||||||||||||||||
| Quartz Acquireco, LLC (dba Qualtrics) 333 West River Park Drive, Provo, UT, 84604 (2) |
Application Software | First lien senior secured loan | S + 3.50% | 6/2030 | 0.0 | % | 4,988 | 4,942 | 4,950 | 0.3 | % | |||||||||||||||||
| Zendesk, Inc. 989 Market Street, San Francisco, CA, 94103 (3) |
Application Software | First lien senior secured loan | S + 6.25% (3.25% PIK) | 11/2028 | 0.0 | % | 60,058 | 59,061 | 59,308 | 3.2 | % | |||||||||||||||||
| Zendesk, Inc. 989 Market Street, San Francisco, CA, 94103 (10) |
Application Software | First lien senior secured delayed draw term loan | S + 6.25% | 11/2024 | 0.0 | % | — | (444 | ) | (37 | ) | 0.0 | % | |||||||||||||||
| Zendesk, Inc. 989 Market Street, San Francisco, CA, 94103 (10) |
Application Software | First lien senior secured revolving loan | S + 6.25% | 11/2028 | 0.0 | % | — | (98 | ) | (75 | ) | 0.0 | % | |||||||||||||||
| Finastra USA, Inc. 4 Kingdom Street Paddington, London W2 6BD, United Kingdom (4) |
Banks | First lien senior secured loan | S + 7.25% | 9/2029 | 0.0 | % | 60,413 | 59,812 | 59,809 | 3.2 | % | |||||||||||||||||
| Finastra USA, Inc. 4 Kingdom Street Paddington, London W2 6BD, United Kingdom (2)(10) |
Banks | First lien senior secured revolving loan | S + 7.25% | 9/2029 | 0.0 | % | 1,659 | 1,596 | 1,596 | 0.1 | % | |||||||||||||||||
| Innovation Ventures HoldCo, LLC 38955 Hills Tech Drive, Farmington Hills, MI, 48331 (2) |
Beverages | First lien senior secured loan | S + 6.25% | 3/2027 | 0.0 | % | 50,000 | 49,361 | 49,375 | 2.6 | % | |||||||||||||||||
| EET Buyer, Inc. (dba e-Emphasys) 2501 Weston Parkway, Cary, NC, 27513 (3) |
Building Products | First lien senior secured loan | S + 6.50% | 11/2027 | 0.0 | % | 5,144 | 5,076 | 5,144 | 0.3 | % | |||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| EET Buyer, Inc. (dba e-Emphasys) 2501 Weston Parkway, Cary, NC, 27513 (4)(10) |
Building Products | First lien senior secured revolving loan | S + 6.50% | 11/2027 | 0.0 | % | 86 | 80 | 86 | 0.0 | % | |||||||||||||||||
| SRS Distribution, Inc. 7440 State Highway 121, McKinney, TX, 75070 (2) |
Building Products | First lien senior secured loan | S + 3.50% | 6/2028 | 0.0 | % | 4,975 | 4,929 | 4,977 | 0.3 | % | |||||||||||||||||
| Associations, Inc. 5401 North Central Expressway\nSuite 300, Dallas, TX, 75025 (3) |
Buildings & Real Estate | First lien senior secured loan | S + 6.50% (2.50% PIK) | 7/2027 | 0.0 | % | 21,037 | 20,843 | 20,931 | 1.1 | % | |||||||||||||||||
| Access CIG, LLC 500 Unicorn Park Drive, Woburn, MA, 01801 (3) |
Commercial Services & Supplies | First lien senior secured loan | S + 5.00% | 8/2028 | 0.0 | % | 9,975 | 9,740 | 9,981 | 0.5 | % | |||||||||||||||||
| Charter NEX US, Inc. 300 North LaSalle Drive, Chicago, IL, 60654 (2) |
Commercial Services & Supplies | First lien senior secured loan | S + 3.75% | 12/2027 | 0.0 | % | 9,974 | 9,936 | 10,008 | 0.5 | % | |||||||||||||||||
| Denali BuyerCo, LLC (dba Summit Companies) 2500 Lexington Avenue South, Mendota Heights, MN, 55120 (3) |
Commercial Services & Supplies | First lien senior secured loan | S + 5.50% | 9/2028 | 0.0 | % | 41,820 | 41,056 | 41,715 | 2.2 | % | |||||||||||||||||
| SimpliSafe Holding Corporation 294 Washington Street, Boston, MA, 02108 (2) |
Commercial Services & Supplies | First lien senior secured loan | S + 6.25% | 5/2028 | 0.0 | % | 60,802 | 59,897 | 60,194 | 3.2 | % | |||||||||||||||||
| SimpliSafe Holding Corporation 294 Washington Street, Boston, MA, 02108 (2)(10) |
Commercial Services & Supplies | First lien senior secured delayed draw term loan | S + 6.25% | 5/2024 | 0.0 | % | 2,047 | 1,972 | 2,027 | 0.1 | % | |||||||||||||||||
| Dodge Construction Network LLC 300 American Metro Blvd. Suite 185, Hamilton, NJ, 08619 (3) |
Construction & Engineering | First lien senior secured loan | S + 4.75% | 2/2029 | 0.0 | % | 12,313 | 12,165 | 9,481 | 0.5 | % | |||||||||||||||||
| Engineered Machinery Holdings, Inc. (dba Duravant) 3500 Lacey Road, Downers Grove, IL, 60515 (3) |
Construction & Engineering | First lien senior secured loan | S + 3.75% | 5/2028 | 0.0 | % | 5,970 | 5,916 | 5,919 | 0.3 | % | |||||||||||||||||
| Five Star Lower Holding LLC 9333 Baythorne Dr, Anaheim, CA, 92807 (3) |
Containers & Packaging | First lien senior secured loan | S + 4.25% | 5/2029 | 0.0 | % | 21,602 | 21,340 | 21,191 | 1.1 | % | |||||||||||||||||
| Tricorbraun Holdings, Inc. 6 City Place Drive, Saint Louis, MO, 63141 (2) |
Containers & Packaging | First lien senior secured loan | S + 3.25% | 3/2028 | 0.0 | % | 4,974 | 4,923 | 4,939 | 0.3 | % | |||||||||||||||||
| Learning Care Group (US) No. 2 Inc. 21333 Haggerty Road, Novi, MI, 48375 (3) |
Diversified Consumer Services | First lien senior secured loan | S + 4.75% | 8/2028 | 0.0 | % | 7,481 | 7,376 | 7,515 | 0.4 | % | |||||||||||||||||
| Litera Bidco LLC 300 South Riverside Plaza, Chicago, IL, 60606 (2) |
Diversified Consumer Services | First lien senior secured loan | S + 6.00% | 5/2026 | 0.0 | % | 20,259 | 20,104 | 20,259 | 1.1 | % | |||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| Sophia, L.P. 2003 Edmund Halley Drive, Reston, VA, 20191 (2) |
Diversified Consumer Services | First lien senior secured loan | S + 4.25% | 10/2027 | 0.0 | % | 9,850 | 9,778 | 9,827 | 0.5 | % | |||||||||||||||||
| Blackhawk Network Holdings, Inc. 6220 Stoneridge Mall Road, Pleasanton, CA, 94588 (3) |
Diversified Financial Services | First lien senior secured loan | S + 2.75% | 6/2025 | 0.0 | % | 3,943 | 3,927 | 3,937 | 0.2 | % | |||||||||||||||||
| BTRS Holdings Inc. (dba Billtrust) 1009 Lenox Drive, Lawrenceville, NJ, 08648 (3) |
Diversified Financial Services | First lien senior secured loan | S + 8.00% | 12/2028 | 0.0 | % | 2,309 | 2,248 | 2,274 | 0.1 | % | |||||||||||||||||
| BTRS Holdings Inc. (dba Billtrust) 1009 Lenox Drive, Lawrenceville, NJ, 08648 (3)(10) |
Diversified Financial Services | First lien senior secured delayed draw term loan | S + 8.00% | 12/2024 | 0.0 | % | 96 | 96 | 93 | 0.0 | % | |||||||||||||||||
| BTRS Holdings Inc. (dba Billtrust) 1009 Lenox Drive, Lawrenceville, NJ, 08648 (3)(10) |
Diversified Financial Services | First lien senior secured revolving loan | S + 7.25% | 12/2028 | 0.0 | % | 62 | 55 | 58 | 0.0 | % | |||||||||||||||||
| Computer Services, Inc. (dba CSI) 3901 Technology Drive, Paducah, KY, 42001 (3) |
Diversified Financial Services | First lien senior secured loan | S + 6.75% | 11/2029 | 0.0 | % | 19,850 | 19,498 | 19,850 | 1.1 | % | |||||||||||||||||
| Computer Services, Inc. (dba CSI) 3901 Technology Drive, Paducah, KY, 42001 (3) |
Diversified Financial Services | First lien senior secured loan | S + 6.00% | 11/2029 | 0.0 | % | 3,341 | 3,308 | 3,308 | 0.2 | % | |||||||||||||||||
| Deerfield Dakota Holdings 55 East 52nd Street, New York, NY, 10055 (3) |
Diversified Financial Services | First lien senior secured loan | S + 3.75% | 4/2027 | 0.0 | % | 5,184 | 5,062 | 5,128 | 0.3 | % | |||||||||||||||||
| Helios Software Holdings, Inc. (dba ION Corporates) Minerva House, 4 Simmonscourt Rd, Dublin 4, D04 A9K8, Ireland (3) |
Diversified Financial Services | First lien senior secured loan | S + 4.25% | 7/2030 | 0.0 | % | 5,611 | 5,433 | 5,597 | 0.3 | % | |||||||||||||||||
| Ministry Brands Holdings, LLC 10133 Sherrill Boulevard, Knoxville, TN, 37932 (2) |
Diversified Financial Services | First lien senior secured loan | S + 5.50% | 12/2028 | 0.0 | % | 19,096 | 18,799 | 18,714 | 1.0 | % | |||||||||||||||||
| Ministry Brands Holdings, LLC 10133 Sherrill Boulevard, Knoxville, TN, 37932 (2)(10) |
Diversified Financial Services | First lien senior secured revolving loan | S + 5.50% | 12/2027 | 0.0 | % | 904 | 881 | 870 | 0.0 | % | |||||||||||||||||
| Smarsh Inc. 851 Southwest 6th Avenue, Portland, OR, 97204 (3) |
Diversified Financial Services | First lien senior secured loan | S + 5.75% | 2/2029 | 0.0 | % | 26,667 | 26,455 | 26,600 | 1.4 | % | |||||||||||||||||
| Smarsh Inc. 851 Southwest 6th Avenue, Portland, OR, 97204 (3)(10) |
Diversified Financial Services | First lien senior secured delayed draw term loan | S + 5.75% | 2/2024 | 0.0 | % | 3,333 | 3,281 | 3,325 | 0.2 | % | |||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| Smarsh Inc. 851 Southwest 6th Avenue, Portland, OR, 97204 (10) |
Diversified Financial Services | First lien senior secured revolving loan | S + 5.75% | 2/2029 | 0.0 | % | — | (2 | ) | (1 | ) | 0.0 | % | |||||||||||||||
| BCPE Watson (DE) ORML, LP 375 Saxonburg Boulevard, Saxonburg, PA, 16056 (4) |
Electrical Equipment | First lien senior secured loan | S + 6.50% | 7/2028 | 0.0 | % | 100,000 | 99,196 | 99,500 | 5.3 | % | |||||||||||||||||
| USIC Holdings, Inc. 9045 North River Road Suite 200, Indianapolis, IN, 46240 (3) |
Energy Equipment & Services | First lien senior secured loan | S + 3.50% | 5/2028 | 0.0 | % | 4,975 | 4,837 | 4,927 | 0.3 | % | |||||||||||||||||
| Circana Group, L.P. (fka The NPD Group, L.P.) 203 North LaSalle Street, Chicago, IL, 60601 (2) |
Food & Staples Retailing | First lien senior secured loan | S + 6.25% (2.75% PIK) | 12/2028 | 0.0 | % | 144,986 | 142,583 | 143,536 | 7.6 | % | |||||||||||||||||
| Circana Group, L.P. (fka The NPD Group, L.P.) 203 North LaSalle Street, Chicago, IL, 60601 (2)(10) |
Food & Staples Retailing | First lien senior secured revolving loan | S + 5.75% | 12/2027 | 0.0 | % | 1,631 | 1,498 | 1,540 | 0.1 | % | |||||||||||||||||
| Athenahealth Group Inc. 311 Arsenal Street, Watertown, MA, 02472 (2) |
Health Care Technology | First lien senior secured loan | S + 3.25% | 2/2029 | 0.0 | % | 20,725 | 19,821 | 20,611 | 1.1 | % | |||||||||||||||||
| Color Intermediate, LLC (dba ClaimsXten) 475 Allendale Rd Ste 101, King Of Prussia, PA, 19406 (3) |
Health Care Technology | First lien senior secured loan | S + 5.50% | 10/2029 | 0.0 | % | 39,229 | 38,546 | 38,836 | 2.1 | % | |||||||||||||||||
| GI Ranger Intermediate, LLC (dba Rectangle Health) 115 East Stevens Avenue, Valhalla, NY, 10595 (3)(10) |
Health Care Technology | First lien senior secured delayed draw term loan | S + 5.75% | 3/2024 | 0.0 | % | 2,370 | 2,278 | 2,296 | 0.1 | % | |||||||||||||||||
| GHX Ultimate Parent Corporation (dba Global Healthcare Exchange) 1315 West Century Drive, Louisville, CO, 80027 (3) |
Health Care Technology | First lien senior secured loan | S + 4.75% | 6/2027 | 0.0 | % | 12,438 | 12,167 | 12,442 | 0.7 | % | |||||||||||||||||
| Greenway Health, LLC 4301 West Boy Scout Boulevard, Tampa, FL, 33607 (4) |
Health Care Technology | First lien senior secured loan | S + 6.75% | 4/2029 | 0.0 | % | 4,700 | 4,560 | 4,559 | 0.2 | % | |||||||||||||||||
| Hyland Software, Inc. 28105 Clemens Road, Westlake, OH, 44145 (2) |
Health Care Technology | First lien senior secured loan | S + 6.00% | 9/2030 | 0.0 | % | 40,490 | 39,899 | 39,882 | 2.1 | % | |||||||||||||||||
| Hyland Software, Inc. 28105 Clemens Road, Westlake, OH, 44145 (10) |
Health Care Technology | First lien senior secured revolving loan | S + 6.00% | 9/2029 | 0.0 | % | — | (27 | ) | (29 | ) | 0.0 | % | |||||||||||||||
| Iconic IMO Merger Sub, Inc. 9600 West Bryn Mawr Avenue, Rosemont, IL, 60018 (3) |
Health Care Technology | First lien senior secured loan | S + 6.00% | 5/2029 | 0.0 | % | 20,585 | 20,247 | 20,482 | 1.1 | % | |||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| Iconic IMO Merger Sub, Inc. 9600 West Bryn Mawr Avenue, Rosemont, IL, 60018 (4)(10) |
Health Care Technology | First lien senior secured delayed draw term loan | S + 6.00% | 5/2024 | 0.0 | % | 1,825 | 1,770 | 1,816 | 0.1 | % | |||||||||||||||||
| Iconic IMO Merger Sub, Inc. 9600 West Bryn Mawr Avenue, Rosemont, IL, 60018 (3)(10) |
Health Care Technology | First lien senior secured revolving loan | S + 6.00% | 5/2028 | 0.0 | % | 99 | 63 | 87 | 0.0 | % | |||||||||||||||||
| Imprivata, Inc. 20 CityPoint 6th Floor, Waltham, MA, 02451 (2) |
Health Care Technology | First lien senior secured loan | S + 4.25% | 12/2027 | 0.0 | % | 20,722 | 20,480 | 20,782 | 1.1 | % | |||||||||||||||||
| Imprivata, Inc. 20 CityPoint 6th Floor, Waltham, MA, 02451 (3) |
Health Care Technology | Second lien senior secured loan | S + 6.25% | 12/2028 | 0.0 | % | 17,648 | 17,472 | 17,648 | 0.9 | % | |||||||||||||||||
| Indikami Bidco, LLC (dba IntegriChain) 8 Penn Center, 1628 JFK Boulevard, Philadelphia, PA, 19103 (2) |
Health Care Technology | First lien senior secured loan | S + 6.00% | 12/2030 | 0.0 | % | 25,628 | 25,053 | 25,051 | 1.3 | % | |||||||||||||||||
| Indikami Bidco, LLC (dba IntegriChain) 8 Penn Center, 1628 JFK Boulevard, Philadelphia, PA, 19103 (10) |
Health Care Technology | First lien senior secured delayed draw term loan | S + 6.00% | 12/2025 | 0.0 | % | — | (36 | ) | (28 | ) | 0.0 | % | |||||||||||||||
| Indikami Bidco, LLC (dba IntegriChain) 8 Penn Center, 1628 JFK Boulevard, Philadelphia, PA, 19103 (10) |
Health Care Technology | First lien senior secured revolving loan | S + 6.00% | 6/2030 | 0.0 | % | — | (72 | ) | (72 | ) | 0.0 | % | |||||||||||||||
| Inovalon Holdings, Inc. 4321 Collington Road, Bowie, MD, 20716 (2) |
Health Care Technology | First lien senior secured loan | S + 6.25% (2.75% PIK) | 11/2028 | 0.0 | % | 13,388 | 13,151 | 13,221 | 0.7 | % | |||||||||||||||||
| Inovalon Holdings, Inc. 4321 Collington Road, Bowie, MD, 20716 (10) |
Health Care Technology | First lien senior secured delayed draw term loan | S + 5.75% | 5/2024 | 0.0 | % | — | (12 | ) | — | 0.0 | % | ||||||||||||||||
| Inovalon Holdings, Inc. 4321 Collington Road, Bowie, MD, 20716 (2) |
Health Care Technology | Second lien senior secured loan | S + 10.50% PIK | 11/2033 | 0.0 | % | 47,101 | 46,568 | 46,630 | 2.5 | % | |||||||||||||||||
| Interoperability Bidco, Inc. (dba Lyniate) 100 High Street, Boston, MA, 02110 (3) |
Health Care Technology | First lien senior secured loan | S + 7.00% | 12/2026 | 0.0 | % | 28,193 | 28,072 | 27,771 | 1.5 | % | |||||||||||||||||
| Interoperability Bidco, Inc. (dba Lyniate) 100 High Street, Boston, MA, 02110 (3)(10) |
Health Care Technology | First lien senior secured revolving loan | S + 7.00% | 12/2024 | 0.0 | % | 548 | 545 | 528 | 0.0 | % | |||||||||||||||||
| Neptune Holdings, Inc. (dba NexTech) 4221 West Boy Scout Boulevard, Tampa, FL, 33607 (4) |
Health Care Technology | First lien senior secured loan | S + 6.00% | 8/2030 | 0.0 | % | 30,882 | 30,135 | 30,110 | 1.6 | % | |||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| Neptune Holdings, Inc. (dba NexTech) 4221 West Boy Scout Boulevard, Tampa, FL, 33607 (10) |
Health Care Technology | First lien senior secured revolving loan | S + 6.00% | 8/2029 | 0.0 | % | — | (98 | ) | (103 | ) | 0.0 | % | |||||||||||||||
| Medline Borrower, LP Three Lakes Drive, Northfield, IL, 60093 (2) |
Health Care Equipment & Supplies | First lien senior secured loan | S + 3.00% | 10/2028 | 0.0 | % | 15,243 | 15,027 | 15,305 | 0.8 | % | |||||||||||||||||
| PerkinElmer U.S. LLC 710 Bridgeport Ave, Shelton, CT, 06484 (2) |
Health Care Equipment & Supplies | First lien senior secured loan | S + 6.75% | 3/2029 | 0.0 | % | 11,360 | 11,155 | 11,360 | 0.6 | % | |||||||||||||||||
| PerkinElmer U.S. LLC 710 Bridgeport Ave, Shelton, CT, 06484 (2) |
Health Care Equipment & Supplies | First lien senior secured loan | S + 5.75% | 3/2029 | 0.0 | % | 27,674 | 27,403 | 27,397 | 1.5 | % | |||||||||||||||||
| Resonetics, LLC 26 Whipple Street, Nashua, NH, 03060 (3) |
Health Care Equipment & Supplies | First lien senior secured loan | S + 4.00% | 4/2028 | 0.0 | % | 7,243 | 7,172 | 7,236 | 0.4 | % | |||||||||||||||||
| Covetrus, Inc. 7 Custom House Street, Portland, ME, 04101 (3) |
Health Care Providers & Services | Second lien senior secured loan | S + 9.25% | 10/2030 | 0.0 | % | 25,000 | 24,537 | 24,938 | 1.3 | % | |||||||||||||||||
| Engage Debtco Limited The Weighbridge Brewery Courtyard High Street, Marlow, Buckinghamshire, SL72FF, United Kingdom (3) |
Health Care Providers & Services | First lien senior secured loan | S + 5.75% (2.25% PIK) | 7/2029 | 0.0 | % | 12,580 | 12,321 | 12,360 | 0.7 | % | |||||||||||||||||
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials) 600 Park Offices Drive, Research Triangle Park, NC, 27709 (4) |
Health Care Providers & Services | First lien senior secured loan | S + 6.25% | 12/2029 | 0.0 | % | 43,269 | 42,419 | 42,413 | 2.3 | % | |||||||||||||||||
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials) 600 Park Offices Drive, Research Triangle Park, NC, 27709 (4)(10) |
Health Care Providers & Services | First lien senior secured revolving loan | S + 6.25% | 12/2029 | 0.0 | % | 1,762 | 1,647 | 1,646 | 0.1 | % | |||||||||||||||||
| OneOncology LLC 1301 West Colonial Drive, Orlando, FL, 32804 (3) |
Health Care Providers & Services | First lien senior secured loan | S + 6.25% | 6/2030 | 0.0 | % | 14,250 | 14,048 | 14,179 | 0.8 | % | |||||||||||||||||
| OneOncology LLC 1301 West Colonial Drive, Orlando, FL, 32804 (10) |
Health Care Providers & Services | First lien senior secured delayed draw term loan | S + 6.25% | 12/2024 | 0.0 | % | — | (31 | ) | — | 0.0 | % | ||||||||||||||||
| OneOncology LLC 1301 West Colonial Drive, Orlando, FL, 32804 (10) |
Health Care Providers & Services | First lien senior secured revolving loan | S + 6.25% | 6/2029 | 0.0 | % | — | (39 | ) | (14 | ) | 0.0 | % | |||||||||||||||
| PetVet Care Centers, LLC One Gorham Island Road, Westport, CT, 06880 (2) |
Health Care Providers & Services | First lien senior secured loan | S + 6.00% | 11/2030 | 0.0 | % | 39,250 | 38,863 | 38,838 | 2.1 | % | |||||||||||||||||
| PetVet Care Centers, LLC One Gorham Island Road, Westport, CT, 06880 (10) |
Health Care Providers & Services | First lien senior secured delayed draw term loan | S + 6.00% | 11/2025 | 0.0 | % | — | (25 | ) | (3 | ) | 0.0 | % | |||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| PetVet Care Centers, LLC One Gorham Island Road, Westport, CT, 06880 (10) |
Health Care Providers & Services | First lien senior secured revolving loan | S + 6.00% | 11/2029 | 0.0 | % | — | (57 | ) | (56 | ) | 0.0 | % | |||||||||||||||
| Plasma Buyer LLC (dba PathGroup) 5301 Virginia Way, Brentwood, TN, 37027 (3) |
Health Care Providers & Services | First lien senior secured loan | S + 5.75% | 5/2029 | 0.0 | % | 16,804 | 16,528 | 16,468 | 0.9 | % | |||||||||||||||||
| Plasma Buyer LLC (dba PathGroup) 5301 Virginia Way, Brentwood, TN, 37027 (10) |
Health Care Providers & Services | First lien senior secured delayed draw term loan | S + 5.75% | 5/2024 | 0.0 | % | — | (34 | ) | (44 | ) | 0.0 | % | |||||||||||||||
| Plasma Buyer LLC (dba PathGroup) 5301 Virginia Way, Brentwood, TN, 37027 (3)(10) |
Health Care Providers & Services | First lien senior secured revolving loan | S + 5.75% | 5/2028 | 0.0 | % | 630 | 603 | 592 | 0.0 | % | |||||||||||||||||
| TC Holdings, LLC (dba TrialCard) 2250 Perimeter Park Drive, Morrisville, NC, 27560 (3) |
Health Care Providers & Services | First lien senior secured loan | S + 5.00% | 4/2027 | 0.0 | % | 8,795 | 8,733 | 8,795 | 0.5 | % | |||||||||||||||||
| TC Holdings, LLC (dba TrialCard) 2250 Perimeter Park Drive, Morrisville, NC, 27560 (10) |
Health Care Providers & Services | First lien senior secured revolving loan | S + 5.00% | 4/2027 | 0.0 | % | — | (7 | ) | — | 0.0 | % | ||||||||||||||||
| Acrisure, LLC 100 Ottawa Avenue Southwest, Grand Rapids, MI, 49503 (3) |
Insurance | First lien senior secured loan | S + 4.50% | 2/2027 | 0.0 | % | 10,945 | 10,839 | 10,954 | 0.6 | % | |||||||||||||||||
| Asurion, LLC 648 Grassmere Park, Nashville, TN, 37211 (2) |
Insurance | First lien senior secured loan | S + 3.25% | 12/2026 | 0.0 | % | 15,381 | 14,666 | 15,330 | 0.8 | % | |||||||||||||||||
| Asurion, LLC 648 Grassmere Park, Nashville, TN, 37211 (2) |
Insurance | Second lien senior secured loan | S + 5.25% | 1/2029 | 0.0 | % | 29,332 | 27,638 | 27,579 | 1.5 | % | |||||||||||||||||
| AmeriLife Holdings LLC 2650 McCormick Drive, Clearwater, FL, 33759 (2) |
Insurance | First lien senior secured loan | S + 5.75% | 8/2029 | 0.0 | % | 18,000 | 17,691 | 17,910 | 1.0 | % | |||||||||||||||||
| AmeriLife Holdings LLC 2650 McCormick Drive, Clearwater, FL, 33759 (3)(10) |
Insurance | First lien senior secured delayed draw term loan | S + 5.75% | 9/2024 | 0.0 | % | 3,751 | 3,682 | 3,732 | 0.2 | % | |||||||||||||||||
| AmeriLife Holdings LLC 2650 McCormick Drive, Clearwater, FL, 33759 (10) |
Insurance | First lien senior secured delayed draw term loan | S + 5.75% | 10/2025 | 0.0 | % | — | (37 | ) | — | 0.0 | % | ||||||||||||||||
| AmeriLife Holdings LLC 2650 McCormick Drive, Clearwater, FL, 33759 (10) |
Insurance | First lien senior secured revolving loan | S + 5.75% | 8/2028 | 0.0 | % | — | (35 | ) | (11 | ) | 0.0 | % | |||||||||||||||
| Disco Parent, Inc. (dba Duck Creek Technologies, Inc.) 22 Boston Wharf Road, Boston, MA, 02210 (3) |
Insurance | First lien senior secured loan | S + 7.50% | 3/2029 | 0.0 | % | 909 | 888 | 895 | 0.0 | % | |||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| Disco Parent, Inc. (dba Duck Creek Technologies, Inc.) 22 Boston Wharf Road, Boston, MA, 02210 (10) |
Insurance | First lien senior secured revolving loan | S + 7.50% | 3/2029 | 0.0 | % | — | (2 | ) | (1 | ) | 0.0 | % | |||||||||||||||
| Hub International Limited 150 North Riverside Plaza, Chicago, IL, 60606 (3) |
Insurance | First lien senior secured loan | S + 4.25% | 6/2030 | 0.0 | % | 9,975 | 9,882 | 10,013 | 0.5 | % | |||||||||||||||||
| Hyperion Refinance S.a.r.l (dba Howden Group) One Creechurch Place, London EC3A 5AF, United Kingdom (2) |
Insurance | First lien senior secured loan | S + 5.25% | 11/2027 | 0.0 | % | 17,714 | 17,422 | 17,714 | 0.9 | % | |||||||||||||||||
| Integrated Specialty Coverages, LLC 1811 Aston Avenue, Carlsbad, CA, 92008 (3) |
Insurance | First lien senior secured loan | S + 6.00% | 7/2030 | 0.0 | % | 55,101 | 54,309 | 54,274 | 2.9 | % | |||||||||||||||||
| Integrated Specialty Coverages, LLC 1811 Aston Avenue, Carlsbad, CA, 92008 (10) |
Insurance | First lien senior secured delayed draw term loan | S + 6.00% | 1/2024 | 0.0 | % | € | — | (75 | ) | (32 | ) | 0.0 | % | ||||||||||||||
| Integrated Specialty Coverages, LLC 1811 Aston Avenue, Carlsbad, CA, 92008 (10) |
Insurance | First lien senior secured revolving loan | S + 6.00% | 7/2029 | 0.0 | % | — | (83 | ) | (89 | ) | 0.0 | % | |||||||||||||||
| Integrity Marketing Acquisition, LLC 1445 Ross Avenue, Dallas, TX, 75202 (3) |
Insurance | First lien senior secured loan | S + 5.80% | 8/2026 | 0.0 | % | 13,213 | 13,181 | 13,213 | 0.7 | % | |||||||||||||||||
| Integrity Marketing Acquisition, LLC 1445 Ross Avenue, Dallas, TX, 75202 (3)(10) |
Insurance | First lien senior secured delayed draw term loan | S + 6.00% | 8/2025 | 0.0 | % | 343 | 320 | 343 | 0.0 | % | |||||||||||||||||
| Integrity Marketing Acquisition, LLC 1445 Ross Avenue, Dallas, TX, 75202 (10) |
Insurance | First lien senior secured revolving loan | S + 6.50% | 8/2026 | 0.0 | % | — | (5 | ) | — | 0.0 | % | ||||||||||||||||
| Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) 2500 West Executive Parkway, Lehi, UT, 84043 (2) |
Insurance | First lien senior secured loan | S + 6.00% | 11/2028 | 0.0 | % | 24,576 | 24,303 | 24,514 | 1.3 | % | |||||||||||||||||
| Kaseya Inc. 701 Brickell Avenue, Miami, FL, 33131 (3) |
IT Services | First lien senior secured loan | S + 6.25% (2.50% PIK) | 6/2029 | 0.0 | % | 67,472 | 66,358 | 67,304 | 3.6 | % | |||||||||||||||||
| Kaseya Inc. 701 Brickell Avenue, Miami, FL, 33131 (3)(10) |
IT Services | First lien senior secured delayed draw term loan | S + 6.25% (2.50% PIK) | 6/2024 | 0.0 | % | 249 | 215 | 249 | 0.0 | % | |||||||||||||||||
| Kaseya Inc. 701 Brickell Avenue, Miami, FL, 33131 (2)(10) |
IT Services | First lien senior secured revolving loan | S + 6.25% | 6/2029 | 0.0 | % | 1,023 | 960 | 1,013 | 0.1 | % | |||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| Marcel Bidco LLC (dba SUSE) 11-13 Boulevard de la Foire, Luxembourg City, 1528, Luxembourg (2) |
IT Services | First lien senior secured loan | S + 4.50% | 11/2030 | 0.0 | % | 17,750 | 17,489 | 17,825 | 0.9 | % | |||||||||||||||||
| Renaissance Learning, Inc. 2911 Peach Street, Wisconsin Rapids, WI, 54494 (2) |
IT Services | First lien senior secured loan | S + 4.75% | 4/2030 | 0.0 | % | 914 | 912 | 916 | 0.0 | % | |||||||||||||||||
| Saphilux S.a.r.L (dba IQ EQ) 412F, Route D’esch, Luxembourg City, 1471, Luxembourg (4) |
IT Services | First lien senior secured loan | S + 4.75% | 7/2028 | 0.0 | % | 22,500 | 22,189 | 22,514 | 1.2 | % | |||||||||||||||||
| Severin Acquisition, LLC (dba PowerSchool) 150 Parkshore Drive, Folsom, CA, 95630 (3) |
IT Services | First lien senior secured loan | S + 3.25% | 8/2025 | 0.0 | % | 16,955 | 16,875 | 17,008 | 0.9 | % | |||||||||||||||||
| The Dun & Bradstreet Corporation 5335 Gate Parkway, Jacksonville, FL, 32256 (2) |
IT Services | First lien senior secured loan | S + 2.75% | 2/2026 | 0.0 | % | 12,931 | 12,931 | 12,950 | 0.7 | % | |||||||||||||||||
| Bamboo US BidCo LLC 927 S Curry Pike, Bloomington, IN, 47403 (3) |
Life Sciences Tools & Services | First lien senior secured loan | S + 6.75% (3.38% PIK) | 9/2030 | 0.0 | % | € | 19,692 | 19,116 | 19,102 | 1.0 | % | ||||||||||||||||
| Bamboo US BidCo LLC 927 S Curry Pike, Bloomington, IN, 47403 (7) |
Life Sciences Tools & Services | First lien senior secured EUR term loan | E + 6.00% | 9/2030 | 0.0 | % | 12,252 | 12,593 | 13,128 | 0.7 | % | |||||||||||||||||
| Bamboo US BidCo LLC 927 S Curry Pike, Bloomington, IN, 47403 (2)(10) |
Life Sciences Tools & Services | First lien senior secured delayed draw term loan | S + 6.00% | 3/2025 | 0.0 | % | 211 | 164 | 162 | 0.0 | % | |||||||||||||||||
| Bamboo US BidCo LLC 927 S Curry Pike, Bloomington, IN, 47403 (10) |
Life Sciences Tools & Services | First lien senior secured revolving loan | S + 6.00% | 10/2029 | 0.0 | % | — | (118 | ) | (123 | ) | 0.0 | % | |||||||||||||||
| Bracket Intermediate Holding Corp. 785 Arbor Way, Blue Bell, PA, 19422 (3) |
Life Sciences Tools & Services | First lien senior secured loan | S + 5.00% | 5/2028 | 0.0 | % | 19,900 | 19,366 | 19,870 | 1.1 | % | |||||||||||||||||
| Phoenix Newco, Inc. (dba Parexel) 2520 Meridian Parkway, Durham, NC, 27713 (2) |
Life Sciences Tools & Services | Second lien senior secured loan | S + 6.50% | 11/2029 | 0.0 | % | 5,000 | 4,915 | 5,000 | 0.3 | % | |||||||||||||||||
| Faraday Buyer, LLC (dba MacLean Power Systems) 481 Munn Road, Fort Mill, SC, 29715 (3) |
Machinery | First lien senior secured loan | S + 6.00% | 10/2028 | 0.0 | % | 18,059 | 17,705 | 17,698 | 0.9 | % | |||||||||||||||||
| Faraday Buyer, LLC (dba MacLean Power Systems) 481 Munn Road, Fort Mill, SC, 29715 (10) |
Machinery | First lien senior secured delayed draw term loan | S + 6.00% | 11/2025 | 0.0 | % | — | (18 | ) | (19 | ) | 0.0 | % | |||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| AQ Carver Buyer, Inc. (dba CoAdvantage) 101 Riverfront Boulevard, Bradenton, FL, 34205 (4) |
Professional Services | First lien senior secured loan | S + 5.50% | 8/2029 | 0.0 | % | 9,975 | 9,786 | 10,000 | 0.5 | % | |||||||||||||||||
| Certinia, Inc. 60 South Market Street, San Jose, CA, 95113 (4) |
Professional Services | First lien senior secured loan | S + 7.25% | 8/2029 | 0.0 | % | 44,118 | 43,277 | 43,235 | 2.3 | % | |||||||||||||||||
| Certinia, Inc. 60 South Market Street, San Jose, CA, 95113 (10) |
Professional Services | First lien senior secured revolving loan | S + 7.25% | 8/2029 | 0.0 | % | — | (110 | ) | (118 | ) | 0.0 | % | |||||||||||||||
| EP Purchaser, LLC (dba Entertainment Partners) 2950 North Hollywood Way, Burbank, CA, 91505 (3) |
Professional Services | First lien senior secured loan | S + 4.50% | 11/2028 | 0.0 | % | 4,963 | 4,781 | 4,776 | 0.3 | % | |||||||||||||||||
| Omnia Partners, LLC 5001 Aspen Grove Drive, Franklin, TN, 37067 (3) |
Professional Services | First lien senior secured loan | S + 4.25% | 7/2030 | 0.0 | % | 1,828 | 1,811 | 1,838 | 0.1 | % | |||||||||||||||||
| Omnia Partners, LLC 5001 Aspen Grove Drive, Franklin, TN, 37067 (10) |
Professional Services | First lien senior secured delayed draw term loan | S + 4.25% | 1/2024 | 0.0 | % | — | (2 | ) | — | 0.0 | % | ||||||||||||||||
| Proofpoint, Inc. 925 West Maude Avenue, Sunnyvale, CA, 94085 (2) |
Professional Services | First lien senior secured loan | S + 3.25% | 8/2028 | 0.0 | % | 4,975 | 4,929 | 4,970 | 0.3 | % | |||||||||||||||||
| Proofpoint, Inc. 925 West Maude Avenue, Sunnyvale, CA, 94085 (2) |
Professional Services | Second lien senior secured loan | S + 6.25% | 8/2029 | 0.0 | % | 7,572 | 7,572 | 7,629 | 0.4 | % | |||||||||||||||||
| Sensor Technology Topco, Inc. (dba Humanetics) 23300 Haggerty Road, Farmington Hills, MI, 48335 (3) |
Professional Services | First lien senior secured loan | S + 7.00% (2.00% PIK) | 5/2026 | 0.0 | % | 23,547 | 23,404 | 23,488 | 1.2 | % | |||||||||||||||||
| Sensor Technology Topco, Inc. (dba Humanetics) 23300 Haggerty Road, Farmington Hills, MI, 48335 (7) |
Professional Services | First lien senior secured EUR term loan | E + 7.00% (2.25% PIK) | 5/2026 | 0.0 | % | 4,244 | 4,583 | 4,677 | 0.2 | % | |||||||||||||||||
| Sensor Technology Topco, Inc. (dba Humanetics) 23300 Haggerty Road, Farmington Hills, MI, 48335 (3)(10) |
Professional Services | First lien senior secured revolving loan | S + 6.50% | 5/2026 | 0.0 | % | 1,160 | 1,148 | 1,155 | 0.1 | % | |||||||||||||||||
| Sovos Compliance, LLC 200 Ballardvale Street, Wilmington, MA, 01887 (2) |
Professional Services | First lien senior secured loan | S + 4.50% | 8/2028 | 0.0 | % | 23,607 | 22,903 | 23,284 | 1.2 | % | |||||||||||||||||
| Pacific BidCo Inc. Otto-Hahn-Straße , Plankstadt, Baden-Wuerttemberg, 68723, Germany (4) |
Pharmaceuticals | First lien senior secured loan | S + 5.75% (3.20% PIK) | 8/2029 | 0.0 | % | 8,740 | 8,557 | 8,652 | 0.5 | % | |||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| Pacific BidCo Inc. Otto-Hahn-Straße , Plankstadt, Baden-Wuerttemberg, 68723, Germany (10) |
Pharmaceuticals | First lien senior secured delayed draw term loan | S + 6.00% | 8/2025 | 0.0 | % | — | (10 | ) | — | 0.0 | % | ||||||||||||||||
| XRL 1 LLC (dba XOMA) 2200 Powell Street, Emeryville, CA, 94608 (9) |
Pharmaceuticals | First lien senior secured loan | 9.88% | 12/2038 | 0.0 | % | 4,550 | 4,454 | 4,448 | 0.2 | % | |||||||||||||||||
| XRL 1 LLC (dba XOMA) 2200 Powell Street, Emeryville, CA, 94608 (9)(10) |
Pharmaceuticals | First lien senior secured delayed draw term loan | 9.88% | 12/2025 | 0.0 | % | — | (5 | ) | (8 | ) | 0.0 | % | |||||||||||||||
| Entrata, Inc. 4205 Chapel Ridge Road, Lehi, UT, 84043 (2) |
Real Estate Management & Development | First lien senior secured loan | S + 6.00% | 7/2030 | 0.0 | % | 34,487 | 33,994 | 33,970 | 1.8 | % | |||||||||||||||||
| Entrata, Inc. 4205 Chapel Ridge Road, Lehi, UT, 84043 (10) |
Real Estate Management & Development | First lien senior secured revolving loan | S + 6.00% | 7/2028 | 0.0 | % | — | (53 | ) | (59 | ) | 0.0 | % | |||||||||||||||
| RealPage, Inc. 2201 Lakeside Boulevard, Richardson, TX, 75082 (2) |
Real Estate Management & Development | First lien senior secured loan | S + 3.00% | 4/2028 | 0.0 | % | 15,374 | 15,041 | 15,235 | 0.8 | % | |||||||||||||||||
| RealPage, Inc. 2201 Lakeside Boulevard, Richardson, TX, 75082 (2) |
Real Estate Management & Development | Second lien senior secured loan | S + 6.50% | 4/2029 | 0.0 | % | 25,000 | 24,716 | 24,938 | 1.3 | % | |||||||||||||||||
| Activate Holdings (US) Corp. (dba Absolute Software) 1400-1055 Dunsmuir Street, Vancouver, BC V7X 1K8 (3) |
Systems Software | First lien senior secured loan | S + 6.75% | 7/2030 | 0.0 | % | 39,640 | 38,594 | 38,649 | 2.1 | % | |||||||||||||||||
| Activate Holdings (US) Corp. (dba Absolute Software) 1400-1055 Dunsmuir Street, Vancouver, BC V7X 1K8 (3)(10) |
Systems Software | First lien senior secured revolving loan | S + 6.75% | 7/2030 | 0.0 | % | 602 | 524 | 527 | 0.0 | % | |||||||||||||||||
| Appfire Technologies, LLC 1500 District Avenue, Burlington, MA, 01803 (3) |
Systems Software | First lien senior secured loan | S + 5.50% | 3/2027 | 0.0 | % | 7,718 | 7,675 | 7,679 | 0.4 | % | |||||||||||||||||
| Appfire Technologies, LLC 1500 District Avenue, Burlington, MA, 01803 (10) |
Systems Software | First lien senior secured delayed draw term loan | S + 5.50% | 6/2024 | 0.0 | % | — | (98 | ) | — | 0.0 | % | ||||||||||||||||
| Appfire Technologies, LLC 1500 District Avenue, Burlington, MA, 01803 (5)(10) |
Systems Software | First lien senior secured revolving loan | P + 4.50% | 3/2027 | 0.0 | % | 373 | 357 | 365 | 0.0 | % | |||||||||||||||||
| Barracuda Networks, Inc. 3175 Winchester Blvd, Campbell, CA, 95008 (3) |
Systems Software | First lien senior secured loan | S + 4.50% | 8/2029 | 0.0 | % | 59,934 | 58,369 | 58,363 | 3.1 | % | |||||||||||||||||
| Barracuda Networks, Inc. 3175 Winchester Blvd, Campbell, CA, 95008 (3) |
Systems Software | Second lien senior secured loan | S + 7.00% | 8/2030 | 0.0 | % | 55,875 | 54,388 | 52,523 | 2.8 | % | |||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| Cloud Software Group, Inc. 3307 Hillview Avenue, Palo Alto, CA, 94304 (3) |
Systems Software | First lien senior secured loan | S + 4.50% | 3/2029 | 0.0 | % | 29,924 | 28,602 | 29,173 | 1.6 | % | |||||||||||||||||
| Crewline Buyer, Inc. (dba New Relic) 188 Spear Street, San Francisco, CA, 94105 (3) |
Systems Software | First lien senior secured loan | S + 6.75% | 11/2030 | 0.0 | % | 90,566 | 89,227 | 89,208 | 4.7 | % | |||||||||||||||||
| Crewline Buyer, Inc. (dba New Relic) 188 Spear Street, San Francisco, CA, 94105 (10) |
Systems Software | First lien senior secured revolving loan | S + 6.75% | 11/2030 | 0.0 | % | — | (139 | ) | (142 | ) | 0.0 | % | |||||||||||||||
| Delta TopCo, Inc. (dba Infoblox, Inc.) 3111 Coronado Drive, Santa Clara, CA, 95054 (4) |
Systems Software | First lien senior secured loan | S + 3.75% | 12/2027 | 0.0 | % | 25,230 | 24,157 | 25,167 | 1.3 | % | |||||||||||||||||
| Fortra, LLC (f/k/a Help/Systems Holdings, Inc.) 11095 Viking Drive, Eden Prairie, MN, 55344 (3) |
Systems Software | First lien senior secured loan | S + 4.00% | 11/2026 | 0.0 | % | 14,732 | 14,069 | 13,928 | 0.7 | % | |||||||||||||||||
| Fortra, LLC (f/k/a Help/Systems Holdings, Inc.) 11095 Viking Drive, Eden Prairie, MN, 55344 (3) |
Systems Software | Second lien senior secured loan | S + 6.75% | 11/2027 | 0.0 | % | 20,000 | 19,804 | 17,350 | 0.9 | % | |||||||||||||||||
| Ivanti Software, Inc. 10377 South Jordan Gateway, South Jordan, UT, 84095 (3) |
Systems Software | First lien senior secured loan | S + 4.25% | 12/2027 | 0.0 | % | 12,967 | 12,113 | 12,280 | 0.7 | % | |||||||||||||||||
| Oranje Holdco, Inc. (dba KnowBe4) 33 North Garden Avenue, Clearwater, FL, 33755 (3) |
Systems Software | First lien senior secured loan | S + 7.50% | 2/2029 | 0.0 | % | 4,273 | 4,216 | 4,230 | 0.2 | % | |||||||||||||||||
| Oranje Holdco, Inc. (dba KnowBe4) 33 North Garden Avenue, Clearwater, FL, 33755 (10) |
Systems Software | First lien senior secured revolving loan | S + 7.50% | 2/2029 | 0.0 | % | — | (7 | ) | (5 | ) | 0.0 | % | |||||||||||||||
| Ping Identity Holding Corp. 1001 17th Street, Denver, CO, 80202 (2) |
Systems Software | First lien senior secured loan | S + 7.00% | 10/2029 | 0.0 | % | 21,818 | 21,531 | 21,709 | 1.2 | % | |||||||||||||||||
| Ping Identity Holding Corp. 1001 17th Street, Denver, CO, 80202 (10) |
Systems Software | First lien senior secured revolving loan | S + 7.00% | 10/2028 | 0.0 | % | — | (26 | ) | (11 | ) | 0.0 | % | |||||||||||||||
| Project Alpha Intermediate Holding, Inc. (dba Qlik) 211 South Gulph Road, King of Prussia, PA, 19406 (2) |
Systems Software | First lien senior secured loan | S + 4.75% | 10/2030 | 0.0 | % | 45,000 | 44,118 | 45,149 | 2.4 | % | |||||||||||||||||
| Rubrik, Inc. 3495 Deer Creek Road, Palo Alto, CA, 94304 (3) |
Systems Software | First lien senior secured loan | S + 7.00% | 8/2028 | 0.0 | % | 46,771 | 46,164 | 46,303 | 2.5 | % | |||||||||||||||||
| Rubrik, Inc. 3495 Deer Creek Road, Palo Alto, CA, 94304 (3)(10) |
Systems Software | First lien senior secured delayed draw term loan | S + 7.00% | 8/2028 | 0.0 | % | 660 | 600 | 595 | 0.0 | % | |||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| SailPoint Technologies Holdings, Inc. 11120 Four Points Drive, Austin, TX, 78726 (2) |
Systems Software | First lien senior secured loan | S + 6.00% | 8/2029 | 0.0 | % | 114,100 | 112,037 | 113,244 | 6.0 | % | |||||||||||||||||
| SailPoint Technologies Holdings, Inc. 11120 Four Points Drive, Austin, TX, 78726 (10) |
Systems Software | First lien senior secured revolving loan | S + 6.00% | 8/2028 | 0.0 | % | — | (168 | ) | (82 | ) | 0.0 | % | |||||||||||||||
| Securonix, Inc. 5080 Spectrum Drive, Addison, TX, 75001 (3) |
Systems Software | First lien senior secured loan | S + 6.00% | 4/2028 | 0.0 | % | 19,774 | 19,621 | 18,538 | 1.0 | % | |||||||||||||||||
| Securonix, Inc. 5080 Spectrum Drive, Addison, TX, 75001 (10) |
Systems Software | First lien senior secured revolving loan | S + 6.00% | 4/2028 | 0.0 | % | — | (26 | ) | (222 | ) | 0.0 | % | |||||||||||||||
| Sitecore Holding III A/S 101 California Street Floor 16, San Francisco, CA, 94111 (8) |
Systems Software | First lien senior secured EUR term loan | E + 7.25% (4.25% PIK) | 3/2029 | 0.0 | % | 26,308 | 27,517 | 28,843 | 1.5 | % | |||||||||||||||||
| Sitecore Holding III A/S 101 California Street Floor 16, San Francisco, CA, 94111 (4) |
Systems Software | First lien senior secured loan | S + 7.25% (4.25% PIK) | 3/2029 | 0.0 | % | 26,996 | 26,796 | 26,793 | 1.4 | % | |||||||||||||||||
| Sitecore USA, Inc. 101 California Street Floor 16, San Francisco, CA, 94111 (4) |
Systems Software | First lien senior secured loan | S + 7.25% (4.25% PIK) | 3/2029 | 0.0 | % | 4,478 | 4,445 | 4,444 | 0.2 | % | |||||||||||||||||
| Talon MidCo 2 Limited (dba Tufin) Yigal Alon St 114, Tel Aviv, MA, 02110 (3) |
Systems Software | First lien senior secured loan | S + 7.69% | 8/2028 | 0.0 | % | 30,478 | 29,981 | 30,097 | 1.6 | % | |||||||||||||||||
| Talon MidCo 2 Limited (dba Tufin) Yigal Alon St 114, Tel Aviv, MA, 02110 (10) |
Systems Software | First lien senior secured delayed draw term loan | S + 7.69% | 8/2024 | 0.0 | % | — | — | (2 | ) | 0.0 | % | ||||||||||||||||
| Talon MidCo 2 Limited (dba Tufin) Yigal Alon St 114, Tel Aviv, MA, 02110 (10) |
Systems Software | First lien senior secured revolving loan | S + 7.00% | 8/2028 | 0.0 | % | — | (21 | ) | (17 | ) | 0.0 | % | |||||||||||||||
| Project Alpine Co-Invest Fund, LP 150 N. Riverside Plaza Suite 2800 Chicago, IL 60606 |
Application Software | LP Interest | N/A | N/A | 0.0 | % | 6,666,667 | 6,670 | 7,878 | 0.4 | % | |||||||||||||||||
| Zoro TopCo, Inc. 989 Market Street, San Francisco, CA, 94103 (9) |
Application Software | Series A Preferred Equity | 12.50% PIK | N/A | 0.0 | % | 8,057 | 8,693 | 8,824 | 0.5 | % | |||||||||||||||||
| Zoro TopCo, L.P. 989 Market Street, San Francisco, CA, 94103 |
Application Software | Class A Common Units | N/A | N/A | 0.1 | % | 671,414 | 6,714 | 7,310 | 0.4 | % | |||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials) 600 Park Offices Drive, Research Triangle Park, NC, 27709 |
Health Care Providers & Services | Common stock | N/A | N/A | 0.2 | % | 317 | 3,171 | 3,171 | 0.2 | % | |||||||||||||||||
| Romulus Intermediate Holdings 1 Inc. (dba PetVet) One Gorham Island Road, Westport, CT, 06880 (9) |
Health Care Providers & Services | Series A Preferred Stock | 15.00% PIK | N/A | 0.0 | % | 4,419 | 4,332 | 4,331 | 0.2 | % | |||||||||||||||||
| Minerva Holdco, Inc. 311 Arsenal Street, Watertown, MA, 02472 (9) |
Health Care Technology | Senior A Preferred Stock | 10.75% PIK | N/A | 0.1 | % | 40,000 | 47,019 | 46,238 | 2.5 | % | |||||||||||||||||
| Orange Blossom Parent, Inc. 251 Little Falls Drive, Wilmington, DE, 19808 |
Health Care Technology | Common Units | N/A | N/A | 0.1 | % | 16,667 | 1,667 | 1,664 | 0.1 | % | |||||||||||||||||
| Accelerate Topco Holdings, LLC 251 Little Falls Drive, Wilmington, DE, 19808 |
Insurance | Common Units | N/A | N/A | 0.0 | % | 12,822 | 354 | 417 | 0.0 | % | |||||||||||||||||
| Hockey Parent Holdings, L.P. 150 North Riverside Plaza, Chicago, IL, 60606 |
Insurance | Class A Common Units | N/A | N/A | 0.2 | % | 7,500 | 7,500 | 7,500 | 0.4 | % | |||||||||||||||||
| Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.) 701 Brickell Avenue, Miami, FL, 33131 (9) |
IT Services | Perpetual Preferred Stock | 11.75% PIK | N/A | 0.0 | % | 50,000 | 55,110 | 56,028 | 3.0 | % | |||||||||||||||||
| Vestwell Holdings, Inc. 360 Madison Avenue, New York, NY, 10017 |
Professional Services | Series D Preferred Stock | N/A | N/A | 0.4 | % | € | 152,175 | 3,000 | 3,000 | 0.2 | % | ||||||||||||||||
| XOMA Corporation 2200 Powell Street, Emeryville, CA, 94608 |
Pharmaceuticals | Warrants | N/A | N/A | 0.0 | % | 1,400 | 10 | 10 | 0.0 | % | |||||||||||||||||
| XOMA Corporation 2200 Powell Street, Emeryville, CA, 94608 |
Pharmaceuticals | Warrants | N/A | N/A | 0.0 | % | 1,400 | 10 | 10 | 0.0 | % | |||||||||||||||||
| XOMA Corporation 2200 Powell Street, Emeryville, CA, 94608 |
Pharmaceuticals | Warrants | N/A | N/A | 0.0 | % | 1,400 | 9 | 9 | 0.0 | % | |||||||||||||||||
| Elliott Alto Co-Investor Aggregator L.P. 360 S. Rosemary Ave 18th Floor, West Palm Beach, FL, 33401 |
Systems Software | LP Interest | N/A | N/A | 0.1 | % | 7,836 | 7,882 | 7,864 | 0.4 | % | |||||||||||||||||
| Picard Holdco, Inc. 851 Cypress Creek Road, Fort Lauderdale, FL, 33309 (3) |
Systems Software | Senior A Preferred Stock | S + 12.00% | N/A | 0.0 | % | 52,848 | 55,860 | 61,528 | 3.3 | % | |||||||||||||||||
($ in thousands, except share amounts) Company |
Industry |
Type of Investment |
Interest Rate (1) |
Maturity / Dissolution Date |
Percentage of Class Held on a Fully Diluted Basis |
Principal Number of Shares / Number of Units |
Amortized Cost |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||
| Halo Parent Newco, LLC 11095 Viking Drive, Eden Prairie, MN, 55344 (9) |
Systems Software | Class H PIK Preferred Equity | 11.0% PIK | N/A | 0.0 | % | 10,000 | 11,662 | 9,549 | 0.5 | % | |||||||||||||||||
| Project Hotel California Co-Invest Fund, L.P. 600 Montgomery Street 20th Floor, San Francisco, CA, 91444 |
Systems Software | LP Interest | N/A | N/A | 0.0 | % | 6,711,769 | 6,717 | 7,611 | 0.4 | % | |||||||||||||||||
| Securiti, Inc. 3031 Tisch Way Plaza West, San Jose, CA, 95128 |
Systems Software | Series C Preferred Shares | N/A | N/A | 1.7 | % | 1,262,785 | 10,002 | 9,298 | 0.5 | % | |||||||||||||||||
| LSI Financing 1 DAC Victoria Building, 1-2 Haddington Rd, Dublin, D04 XN32, Ireland |
Pharmaceuticals | Preferred Equity | N/A | N/A | 0.0 | % | 12,317 | 12,358 | 13,001 | 0.7 | % | |||||||||||||||||
| (1) | Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six- SOFR), an Sterling Overnight Interbank Average Rate (“SONIA” or “SA”), Euro Interbank Offered Rate (“EURIBOR” or “E”, which can include one-, two-, three- or six-month EURIBOR), or an alternate base rate (which can include the Prime Rate (“PRIME” or “P”) at the borrower’s option, and which reset periodically based on the terms of the loan agreement. |
| (2) | The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2023 was 5.35% |
| (3) | The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2023 was 5.33%. |
| (4) | The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2023 was 5.16%. |
| (5) | The interest rate on these loans is subject to PRIME, which as of December 31, 2023 was 8.50%. |
| (6) | The interest rate on these loans is subject to SONIA, which as of December 31, 2023 was 5.19%. |
| (7) | The interest rate on these loans is subject to 3 month EURIBOR, which as of December 31, 2023 was 3.91%. |
| (8) | The interest rate on these loans is subject to 6 month EURIBOR, which as of December 31, 2023 was 3.86%. |
| (9) | Contains a fixed rate structure. |
| (10) | Position or portion thereof is an unfunded loan or equity commitment. |
Name |
Age |
Position |
Expiration of Term |
Director Since |
||||||||||
Independent Directors |
||||||||||||||
Edward D’Alelio |
71 | Chairman of the Board, Director | 2025 | 2021 | ||||||||||
Eric Kaye |
61 | Director | 2026 | 2021 | ||||||||||
Christopher M. Temple |
56 | Director | 2024 | 2021 | ||||||||||
Melissa Weiler |
59 | Director | 2024 | 2021 | ||||||||||
Victor Woolridge |
67 | Director | 2026 | 2021 | ||||||||||
Interested Directors |
||||||||||||||
Craig W. Packer |
57 | Chief Executive Officer; President; Director | 2025 | 2021 | ||||||||||
Name |
Age |
Position | ||||
Karen Hager |
51 | Chief Compliance Officer | ||||
| 39 | Chief Financial Officer, Chief Operating Officer | |||||
Jonathan Lamm |
49 | Vice President | ||||
Neena A. Reddy |
46 | Vice President and Secretary | ||||
Matthew Swatt |
36 | Co-Chief Accounting Officer, Co-Treasurer and Co-Controller | ||||
Shari Withem |
41 | Co-Chief Accounting Officer, Co-Treasurer and Co-Controller | ||||
Jennifer McMillon |
46 | Co-Chief Accounting Officer, Co-Treasurer and Co-Controller | ||||
Annual Committee Chair Cash Retainer |
||||||||||||||||
Assets Under Management |
Annual Cash Retainer |
Chair of the Board |
Chair of Audit |
Chair of Committee |
||||||||||||
$0 < $2.5 billion |
$ | 150,000 | $ | 15,000 | $ | 10,000 | $ | 5,000 | ||||||||
$2.5 billion < $5 billion |
$ | 170,000 | $ | 15,000 | $ | 10,000 | $ | 5,000 | ||||||||
$5 billion < $10 billion |
$ | 200,000 | $ | 15,000 | $ | 10,000 | $ | 5,000 | ||||||||
≥ $10 billion |
$ | 250,000 | $ | 15,000 | $ | 10,000 | $ | 5,000 | ||||||||
Net Asset Value |
Total Compensation from the Company |
Total Compensation from the Fund Complex |
||||||||||
Edward D’Alelio |
$ | 175,462 | $ | 175,462 | $ | 1,465,462 | ||||||
Eric Kaye |
$ | 165,462 | $ | 165,462 | $ | 1,395,462 | ||||||
Christopher M. Temple |
$ | 170,462 | $ | 170,462 | $ | 1,430,462 | ||||||
Melissa Weiler |
$ | 160,462 | $ | 160,462 | $ | 1,360,462 | ||||||
Victor Woolridge |
$ | 160,462 | $ | 160,462 | $ | 1,360,462 | ||||||
Name |
Year of Birth |
|||
Douglas I. Ostrover |
1962 | |||
Marc S. Lipschultz |
1969 | |||
Craig W. Packer |
1966 | |||
Alexis Maged |
1965 | |||
Erik Bissonnette |
1979 | |||
Pravin Vazirani |
1973 | |||
Jon ten Oever |
1972 | |||
Name |
Entity |
Investment Focus |
Gross Assets ($ in millions) |
|||||
Blue Owl Technology Finance Corp. |
Business development company |
U.S. middle-market technology lending |
$ | 6,652.2 | ||||
Blue Owl Technology Finance Corp. II |
Business development company |
U.S. middle-market technology lending |
$ | 3,913.8 | ||||
Name |
Entity |
Investment Focus |
Gross Assets ($ in millions) |
|||||
Blue Owl Capital Corporation |
Business development company |
U.S. middle-market lending |
$ | 13,511.4 | ||||
Blue Owl Capital Corporation II |
Business development company |
U.S. middle-market lending | $ | 2,190.6 | ||||
Blue Owl Capital Corporation III |
Business development company |
U.S. middle-market lending | $ | 3,761.1 | ||||
Blue Owl Credit Income Corp. |
Business development company |
U.S. middle-market lending | $ | 17,259.0 | ||||
Name |
Dollar Range of Equity Securities in Blue Owl Technology Income Corp.(1)(2) |
Aggregate Dollar Range of Equity Securities in the Fund Complex(1)(3) |
||||||
Douglas I. Ostrover |
— | over $ | 100,000 | |||||
Marc S. Lipschultz |
— | over $ | 100,000 | |||||
Craig W. Packer |
— | over $ | 100,000 | |||||
Alexis Maged |
— | over $ | 100,000 | |||||
Erik Bissonnette |
— | over $ | 100,000 | |||||
Pravin Vazirani |
— | over $ | 100,000 | |||||
Jon ten Oever |
— | over $ | 100,000 | |||||
| (1) | Beneficial ownership determined in accordance with Rule 16a-1(a)(2) promulgated under the Exchange Act. |
| (2) | The dollar range of equity securities of the Company beneficially owned by members of the Technology Lending Investment Committee, if applicable, is calculated by multiplying the current net offering price per share times the number of shares beneficially owned. |
| (3) | The dollar range of equity securities in the Fund Complex beneficially owned by members of the Technology Lending Investment Committee of the Company, if applicable, is the sum of (1) the closing price per share of OBDC’s common stock on March 29, 2024 multiplied by the number of shares of OBDC’s common stock beneficially owned by the Technology Lending Investment Committee Member, (2) the current net asset value per share of OBDC II’s common stock, multiplied by the number of shares of OBDC II’s common stock beneficially owned by the Technology Lending Investment Committee Member, (3) the closing price per share of OBDE’s common stock on March 29, 2024, multiplied by the number of shares of OBDE’s common stock beneficially owned by the Technology Lending
Investment Committee Member, (4) the current net offering price per share of OCIC’s common stock, multiplied by the number of shares of OCIC’s common stock beneficially owned by the Technology Lending Investment Committee Member, (5) the current net asset value per share of OTF’s common stock, multiplied by the number of shares of OTF’s common beneficially owned by the Technology Lending Investment Committee Member, (6) the current net asset value per share of OTF II’s common stock, multiplied by the number of shares of OTF II’s common stock beneficially owned by the Technology Lending Investment Committee Member, and (7) the total dollar range of equity securities in the Company beneficially owned by the Technology Lending Investment Committee member. |
| • | determine the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; |
| • | assist us in determining which investments we purchase, retain or sell; |
| • | identify, evaluate and negotiate the structure of the investments we make (including performing due diligence on our prospective portfolio companies); and |
| • | execute, close, service and monitor the investments we make. |
| • | No incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to investors of 1.25% of our net asset value for that immediately preceding calendar quarter. We refer to this as the quarterly preferred return. |
| • | All of our pre-incentive fee net investment income, if any, that exceeds the quarterly preferred return, but is less than or equal to 1.43%, which we refer to as the upper level breakpoint, of our net asset value for that immediately preceding calendar quarter, will be payable to our Adviser. We refer to this portion of the incentive fee on income as the “catch-up.” It is intended to provide an incentive fee of 12.50% on all of our pre-incentive fee net investment income when the pre-incentive fee net investment income reaches 1.43% of our Company’s net asset value for that calendar quarter, measured as of the end of the immediately preceding calendar quarter. The quarterly preferred return of 1.25% and upper level breakpoint of 1.43% are also adjusted for the actual
number of days each calendar quarter. |
| • | For any quarter in which our pre-incentive fee net investment income exceeds the upper level break point of 1.43% of our net asset value for that immediately preceding calendar quarter, the incentive fee on income will equal 12.50% of the amount of our pre-incentive fee net investment income, because the quarterly preferred return and catch up will have been achieved. |
| • | Pre-incentive fee net investment income is defined as investment income and any other income, accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income does not include any expense support payments or any reimbursement by us of expense support payments, or any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. |
Scenarios expressed as a percentage of net asset value at the beginning of the quarter |
Scenario 1 |
Scenario 2 |
Scenario 3 |
|||||||||
Pre-incentive fee net investment income |
1.00 | % | 1.35 | % | 2.00 | % | ||||||
Catch up incentive fee (maximum of 0.18%) |
0.00 | % | -0.10 | % | -0.18 | % | ||||||
Split incentive fee (12.50% above 1.43%) |
0.00 | % | 0.00 | % | -0.07 | % | ||||||
Net Investment income |
1.00 | % | 1.25 | % | 1.75 | % | ||||||
Year 1 Incentive Fee on Capital Gains |
= 12.50% × (0) | |
= 0 | ||
= No Incentive Fee on Capital Gains | ||
Year 2 Incentive Fee on Capital Gains |
= 12.50% × (6.00% – 1.00%) | |
= 12.50% × 5.00% | ||
= 0.63% |
| • | expenses deemed to be “organization and offering expenses” for purposes of Conduct Rule 2310(a)(12) of FINRA (exclusive of commissions, the dealer management fee, any discounts and other similar expenses paid by investors at the time of sale of our stock); |
| • | the cost of corporate and organizational expenses relating to offerings of shares of our common stock; |
| • | the cost of calculating our net asset value, including the cost of any third-party valuation services; |
| • | the cost of effecting any sales and repurchases of our common stock and other securities; |
| • | fees and expenses payable under any dealer manager agreements, if any; |
| • | debt service and other costs of borrowings or other financing arrangements; |
| • | costs of hedging; |
| • | expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights; |
| • | escrow agent, transfer agent and custodial fees and expenses; |
| • | fees and expenses associated with marketing efforts; |
| • | federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; |
| • | U.S. federal, state and local taxes; |
| • | independent directors’ fees and expenses including certain travel expenses; |
| • | costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; |
| • | the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs); |
| • | the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; |
| • | commissions and other compensation payable to brokers or dealers; |
| • | research and market data; |
| • | fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; |
| • | direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; |
| • | fees and expenses associated with independent audits, outside legal and consulting costs; |
| • | costs of winding up; |
| • | costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes; |
| • | extraordinary expenses (such as litigation or indemnification); and |
| • | costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws. |
| • | the nature, quality and extent of the advisory and other services to be provided to us by the Adviser; |
| • | comparative data with respect to advisory fees or similar expenses paid by other BDCs, which could include employees of the Adviser or its affiliates; |
| • | our projected operating expenses and expense ratio compared to BDCs with similar investment objectives; |
| • | any existing and potential sources of indirect income to the Adviser from its relationship with us and the profitability of that relationship; |
| • | information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement; |
| • | the organizational capability and financial condition of the Adviser and its affiliates; and |
| • | the possibility of obtaining similar services from other third-party service providers or through an internally managed structure. |
| • | We may not purchase or lease assets in which the Adviser or its affiliates has an interest unless (i) we disclose the terms of the transaction to our shareholders, the terms are reasonable to us and the price does not exceed the lesser of cost or fair market value, as determined by an independent expert or (ii) such purchase or lease of assets is consistent with the 1940 Act or an exemptive order under the 1940 Act issued to us by the SEC; |
| • | We may not invest in general partnerships or joint ventures with affiliates and non-affiliates unless certain conditions are met; |
| • | The Adviser and its affiliates may not acquire assets from us unless (i) approved by our shareholders entitled to cast a majority of the votes entitled to be cast on the matter or (ii) such acquisition is consistent with the 1940 Act or an exemptive order under the 1940 Act issued to us by the SEC; |
| • | We may not lease assets to the Adviser or its affiliates unless we disclose the terms of the transaction to our shareholders and such terms are fair and reasonable to us; |
| • | We may not make any loans, credit facilities, credit agreements or otherwise to the Adviser or its affiliates except for the advancement of funds as permitted by our charter; |
| • | We may not acquire assets from our affiliates in exchange for our common stock; |
| • | We may not pay a commission or fee, either directly or indirectly to the Adviser or its affiliates, except as otherwise permitted by our charter, in connection with the reinvestment of cash flows from operations and available reserves or of the proceeds of the resale, exchange or refinancing of our assets; |
| • | The Adviser may not charge duplicate fees to us; and |
| • | The Adviser may not provide financing to us with a term in excess of 12 months. |
| • | with respect to the Company’s outstanding Class S shares equal to 0.85% per annum of the aggregate net asset value of the Company’s outstanding Class S shares; and |
| • | with respect to the Company’s outstanding Class D shares equal to 0.25% per annum of the aggregate net asset value of the Company’s outstanding Class D shares. |
| • | each person known to us to be expected to beneficially own more than 5% of the outstanding shares of our common stock; |
| • | each of our directors and each executive officers; and |
| • | all of our directors and executive officers as a group. |
Name and Address |
Number of Shares Owned |
|||||||
Interested Directors(1) |
||||||||
Craig W. Packer |
None | — | ||||||
Independent Directors(1) |
||||||||
Edward D’Alelio |
None | — | ||||||
Eric Kaye |
None | — | ||||||
Christopher Temple |
None | — | ||||||
Melissa Weiler |
None | — | ||||||
Victor Woolridge |
None | — | ||||||
Executive Officers(1) |
||||||||
Karen Hager |
None | — | ||||||
| None | — | |||||||
Jonathan Lamm |
None | — | ||||||
Neena Reddy |
None | — | ||||||
Matthew Swatt |
None | — | ||||||
Shari Withem |
None | — | ||||||
Jennifer McMillon |
None | — | ||||||
All officers and directors as a group (13 persons) |
None | — | ||||||
| (1) | The address for all of the Company’s officers and directors is c/o Blue Owl Technology Income Corp., 399 Park Avenue, New York, NY 10022. |
Name and Address |
Dollar Range of Equity Securities in Blue Owl Technology Income Corp.(1)(2)(3) |
Aggregate Dollar Range of Equity Securities in the Fund Complex(1)(3)(4) |
||||||
Interested Directors |
||||||||
Craig W. Packer |
None | over $ | 100,000 | |||||
Independent Directors |
||||||||
Edward D’Alelio |
None | over $ | 100,000 | |||||
Eric Kaye |
None | over $ | 100,000 | |||||
Christopher Temple |
None | over $ | 100,000 | |||||
Melissa Weiler |
None | over $ | 100,000 | |||||
Victor Woolridge |
None | over $ | 100,000 | |||||
| (1) | Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act. |
| (2) | The dollar range of equity securities of the Company beneficially owned by our directors, if applicable, is calculated by multiplying the current net offering price per share times the number of shares beneficially owned. |
| (3) | The dollar range of equity securities beneficially owned are: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000. |
| (4) | The dollar range of equity securities in the Fund Complex beneficially owned by directors of the Company, if applicable, is the sum of (1) the closing price per share of OBDC’s common stock on March 29, 2024, multiplied by the number of shares of OBDC’s common stock beneficially owned by the director, (2) the current net asset value per share of OBDC II’s common stock, multiplied by the number of shares of OBDC II’s common stock beneficially owned by the director, (3) the closing price per share of OBDE’s common stock on March 29, 2024, multiplied by the number of shares of OBDE’s common stock beneficially owned by the director, (4) the current net offering price per share of OCIC’s common stock, multiplied by the number of shares of OCIC’s common stock
beneficially owned by the director, (5) the current net asset value per share of OTF’s common stock, multiplied by the number of shares of OTF.’s common beneficially owned by the director, (6) the current net asset value per share of OTF II’s common stock, multiplied by the number of shares of OTF II’s common stock beneficially owned by the director, and (7) the total dollar range of equity securities in the Company beneficially owned by the director. |
For the Year Ended December 31, 2023 |
||||||||||||||||||||||||
Declaration Date (1) |
Record Date |
Payment Date |
Distribution Per Share(2) |
Distribution Amount(3) |
||||||||||||||||||||
| ($ in thousands, except per share amounts) |
Class S |
Class D |
Class I |
|||||||||||||||||||||
| January 31, 2023 | February 24, 2023 | $ | 0.075000 | $ | 1,010 | $ | 19 | $ | 6,766 | |||||||||||||||
| January 31, 2023 | February 24, 2023 | 0.074775 | 909 | 19 | 6,746 | |||||||||||||||||||
| February 28, 2023 | March 23, 2023 | 0.074775 | 1,019 | 27 | 7,110 | |||||||||||||||||||
| March 31, 2023 | April 26, 2023 | 0.074775 | 1,137 | 38 | 7,193 | |||||||||||||||||||
| April 30, 2023 | May 23, 2023 | 0.074775 | 1,296 | 45 | 7,464 | |||||||||||||||||||
| May 31, 2023 | June 26, 2023 | 0.074775 | 1,441 | 53 | 7,737 | |||||||||||||||||||
| June 30, 2023 | July 26, 2023 | 0.074775 | 1,702 | 83 | 7,916 | |||||||||||||||||||
| July 31, 2023 | August 22, 2023 | 0.074775 | 1,878 | 119 | 8,364 | |||||||||||||||||||
| October 31, 2023 | November 24, 2023 | 0.020000 | 730 | 46 | 2,578 | |||||||||||||||||||
| August 31, 2023 | September 26, 2023 | 0.074775 | 1,999 | 138 | 8,893 | |||||||||||||||||||
| September 29, 2023 | October 26, 2023 | 0.074775 | 2,333 | 151 | 9,116 | |||||||||||||||||||
| October 31, 2023 | November 24, 2023 | 0.074775 | 2,460 | 166 | 9,640 | |||||||||||||||||||
| November 30, 2023 | December 22, 2023 | 0.074775 | 2,603 | 181 | 10,069 | |||||||||||||||||||
| December 29, 2023 | January 25, 2024 | 0.074775 | 2,727 | 187 | 10,333 | |||||||||||||||||||
| December 29, 2023 | January 25, 2024 | 0.020000 | 810 | 51 | 2,763 | |||||||||||||||||||
| Total | $ | 1.012300 | $ | 24,054 | $ | 1,323 | $ | 112,688 | ||||||||||||||||
(1) |
On November 20, 2023 the Board declared a distribution of $0.074775 per share, payable on or before February 29, 2024 to shareholders of record as of January 31, 2024. |
(2) |
Distributions per share are gross of shareholder servicing fees. |
(3) |
Distribution amounts are net of shareholder servicing fees. |
For the Year Ended December 31, 2022(3) |
||||||||||||||||||||||||
Declaration Date |
Record Date |
Payment Date |
Distribution Per Share(1) |
Distribution Amount(2) |
||||||||||||||||||||
| ($ in thousands, except per share amounts) |
Class S |
Class D |
Class I |
|||||||||||||||||||||
| May 31, 2022 | June 23, 2022 | $ | 0.04583 | $ | — | $ | — | $ | 2,449 | |||||||||||||||
| June 30, 2022 | July 26, 2022 | 0.05810 | 4 | — | 3,435 | |||||||||||||||||||
| July 31, 2022 | August 24, 2022 | 0.06131 | 70 | — | 4,044 | |||||||||||||||||||
| August 31, 2022 | September 26, 2022 | 0.06458 | 169 | — | 4,511 | |||||||||||||||||||
| September 30, 2022 | October 26, 2022 | 0.07112 | 336 | — | 5,424 | |||||||||||||||||||
| October 31, 2022 | November 26, 2022 | 0.07112 | 461 | 2 | 5,881 | |||||||||||||||||||
| November 30, 2022 | December 23, 2022 | 0.07478 | 620 | 4 | 6,462 | |||||||||||||||||||
| December 30, 2022 | January 26, 2023 | 0.07478 | 728 | 8 | 6,567 | |||||||||||||||||||
| Total | $ | 0.52162 | $ | 2,388 | $ | 14 | $ | 38,773 | ||||||||||||||||
(1) |
Distributions per share are gross of shareholder servicing fees. |
(2) |
Distribution amounts are net of shareholder servicing fees. |
(3) |
The Company commenced operations on May 2, 2022. |
Title of Class |
Amount Authorized |
Amount Held by Company for its Account |
||||||||||
i Common Stock |
i 3,000,000,000 | i — | i 208,345,964 | |||||||||
i Class S |
i 1,000,000,000 | i — | i 46,665,491 | |||||||||
i Class D |
i 1,000,000,000 | i — | i 1,312,166 | |||||||||
i Class I |
i 1,000,000,000 | i — | i 160,368,307 | |||||||||
| • | approve or disapprove an amendment to our charter; |
| • | remove our Adviser and elect a new investment adviser; |
| • | approve or disapprove the dissolution of the Company; or |
| • | approve or disapprove the sale of all or substantially all of our assets when such sale is to be made other than in the ordinary course of business. |
| • | amend the Investment Advisory Agreement except for amendments that would not adversely affect the rights of our shareholders; |
| • | except as otherwise permitted under the Investment Advisory Agreement, voluntarily withdraw as our investment adviser unless such withdrawal would not affect our tax status and would not materially adversely affect our shareholders; |
| • | appoint a new investment adviser (other than a sub-adviser pursuant to the terms of the Investment Advisory Agreement and applicable law); |
| • | sell all or substantially all of our assets other than in the ordinary course of business; or |
| • | cause the merger or similar reorganization of the Company. |
| • | any action required or permitted to be taken by the shareholders at an annual meeting or special meeting of shareholders may only be taken if it is properly brought before such meeting or by unanimous consent in lieu of a meeting; |
| • | special meetings of the shareholders may only be called by the Board, the chairman of the Board, the chief executive officer or the president, and must be called by the secretary upon the written request of shareholders who are entitled to cast not less than ten percent of all the votes entitled to be cast on such matter at such meeting; and |
| • | any shareholder nomination or business proposal to be properly brought before a meeting of shareholders must have been made in compliance with certain advance notice and informational requirements. |
| • | one-tenth or more but less than one-third; |
| • | one-third or more but less than a majority; or |
| • | a majority or more of all voting power. |
| • | any person who beneficially owns 10% or more of the voting power of the corporation’s stock; or |
| • | an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation. |
| • | 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and |
| • | two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder. |
| • | accepting the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction offered in the proposed roll-up transaction; or |
| • | one of the following: |
| • | remaining as shareholders and preserving their interests in us on the same terms and conditions as existed previously; or |
| • | receiving cash in an amount equal to their pro rata share of the appraised value of the net assets of the class of shares that they hold. |
| • | which would result in shareholders having voting rights in the entity that would be created or would survive after the successful completion of the roll-up transaction that are less than those provided in the charter, including rights with respect to the election and removal of directors, annual and special meetings, amendments to the charter and our dissolution; |
| • | which includes provisions that would operate as a material impediment to, or frustration of, the accumulation of shares of our common stock by any purchaser of the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction, except to the minimum extent necessary to preserve the tax status of such entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the entity that would be created or would survive after the successful completion of the roll-up transaction on the basis of the number of shares held by that investor; |
| • | in which shareholders’ rights to access to records of the entity that would be created or would survive after the successful completion of the roll-up transaction will be less than those provided in the charter; or |
| • | in which we would bear any of the costs of the roll-up transaction if the shareholders reject the roll-up transaction. |
| • | With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations; |
| • | With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee; |
| • | Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee; |
| • | Our Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment; |
| • | Each quarter, our Adviser, as the valuation designee, provides the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, our Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and |
| • | The Audit Committee oversee the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention. |
| • | Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. |
| • | Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. |
| • | Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
| • | the net asset value per share of each class of our common stock as disclosed in our most recent periodic report filed with the SEC; |
| • | our management’s assessment of whether any material change in net asset value per share has occurred (including through any realization of net gains from the sale of a portfolio investment), or any material change in the fair value of portfolio investments has occurred, in each case, from the period beginning on the date of the most recently disclosed net asset value per share to the period ending as of the last day of the prior month; and |
| • | the magnitude of the difference between (i) the values that our Board or an authorized committee thereof has determined reflects the current (as of the last day of the prior month) net asset value per share of each class of our common stock, which is based upon the net asset value per share of each class of our common stock disclosed in the most recent periodic report that we filed with the SEC, as adjusted to reflect our management’s assessment of any material change in the net asset value per share of each class of our common stock since the date of the most recently disclosed net asset value per share of each class of our common stock, and (ii) the offering price per share of each class of our common stock at the date of the monthly subscription closing. |
Class S shares |
0.85 | % | ||
Class D shares |
0.25 | % | ||
Class I shares |
None |
| • | investor sales promotion brochures; |
| • | cover letters transmitting this prospectus; |
| • | brochures containing a summary description of this offering; |
| • | fact sheets describing our investment objective and strategies; |
| • | asset flyers describing our recent investments; |
| • | broker updates; |
| • | online investor presentations; |
| • | third-party article reprints; |
| • | website material; |
| • | electronic media presentations; and |
| • | client seminar presentations and seminar advertisements and invitations. |
| (a) | is organized under the laws of, and has its principal place of business in, the United States; |
| (b) | is not an investment company (other than a small business investment company wholly owned by the business development company) or a company that would be an investment company but for certain exclusions under the 1940 Act; and |
| (c) | satisfies any of the following: |
| • | a citizen or individual resident of the United States; |
| • | a corporation (or other entity treated as a corporation) organized in or under the laws of the United States or of any political subdivision thereof; |
| • | a trust, that is subject to the supervision of a court within the United States and the control of one or more U.S. persons or that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or |
| • | an estate, the income of which is subject to U.S. federal income taxation regardless of its source. |
| • | maintain our qualification as a RIC; and |
| • | satisfy the Annual Distribution Requirement, |
| • | continue to qualify as a BDC under the 1940 Act at all times during each taxable year; |
| • | derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships” or other income derived with respect to our business of investing in such stock or securities (the “90% Income Test”); and |
| • | diversify our holdings so that at the end of each quarter of the taxable year: |
| • | at least 50% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and |
| • | no more than 25% of the value of our assets is invested in the (i) securities, other than U.S. Government securities or securities of other RICs, of one issuer, (ii) securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses, or (iii) securities of one or more “qualified publicly traded partnerships” (the “Diversification Tests”). |
| • | account applications or other required forms, correspondence (written or electronic), or from telephone contacts with customers inquiring about us; |
| • | transaction history of a shareholder’s account; and |
| • | service providers. |
| • | Our service providers, including our Adviser, as necessary for the servicing of your account. Our service providers in turn have an obligation to protect the confidentiality of your personal information. |
| • | Companies that may perform marketing services on our behalf or pursuant to joint marketing agreements. These marketing companies also have an obligation to protect confidential information. |
| • | Government officials or other persons unaffiliated with us, to the extent required by federal or Maryland law or our charter, including in accordance with subpoenas, court orders, and requests from government regulators. |
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-29 |
||||
F-30 |
||||
F-31 |
Assets |
||||||||
Investments at fair value |
||||||||
Non-controlled, non affiliated investments (amortized cost of $3,212,270 and $2,006,444, respectively) |
$ | 3,233,740 | $ | 1,992,856 | ||||
Non-controlled, affiliated investments (amortized cost of $12,358 and $4,046, respectively) |
13,001 | 4,013 | ||||||
Total investments at fair value (amortized cost of $3,224,628 and $2,010,490, respectively) |
3,246,741 | 1,996,869 | ||||||
Cash |
47,861 | 28,061 | ||||||
Interest receivable |
31,525 | 18,541 | ||||||
Due from Adviser |
37 | 44 | ||||||
Prepaid expenses and other assets |
1,257 | 55 | ||||||
Total Assets |
$ | 3,327,421 | $ | 2,043,570 | ||||
Liabilities |
||||||||
Debt (net of unamortized debt issuance costs of $16,760 and $11,314, respectively) |
$ | 1,349,650 | $ | 1,017,914 | ||||
Distribution payable |
16,870 | 7,303 | ||||||
Tender offer payable |
40,291 | 22,059 | ||||||
Management fee payable |
1,836 | 965 | ||||||
Incentive fee payable |
9,617 | 2,581 | ||||||
Payable for investments purchased |
14,874 | — | ||||||
Due to Adviser |
963 | — | ||||||
Accrued expenses and other liabilities |
11,717 | 3,251 | ||||||
Total Liabilities |
1,445,818 | 1,054,073 | ||||||
Commitments and contingencies (Note 7) |
||||||||
Net Assets |
||||||||
Class S Common shares $0.01 par value, 1,000,000,000 shares authorized; 40,514,803 and 10,780,315 issued and outstanding, respectively |
405 | 108 | ||||||
Class D Common shares $0.01 par value, 1,000,000,000 shares authorized; 2,571,718 and 107,019 issued and outstanding, respectively |
26 | 1 | ||||||
Class I Common shares $0.01 par value, 1,000,000,000 shares authorized; 138,158,948 and 87,818,350 shares issued and outstanding, respectively |
1,382 | 878 | ||||||
Additional paid-in-capital |
1,823,264 | 983,666 | ||||||
Accumulated undistributed (overdistributed) earnings |
56,526 | 4,844 | ||||||
Total Net Assets |
1,881,603 | 989,497 | ||||||
Total Liabilities and Net Assets |
$ | 3,327,421 | $ | 2,043,570 | ||||
Net Asset Value Per Class S Share |
$ | 10.38 | $ | 10.02 | ||||
Net Asset Value Per Class D Share |
$ | 10.38 | $ | 10.02 | ||||
Net Asset Value Per Class I Share |
$ | 10.38 | $ | 10.02 | ||||
For the Years Ended December 31, |
||||||||
2022(1) |
||||||||
Investment Income |
||||||||
Investment income from non-controlled, non-affiliated investments: |
||||||||
Interest income |
$ | 252,162 | $ | 77,592 | ||||
PIK interest income |
17,313 | 5,913 | ||||||
PIK dividend income |
18,535 | 9,465 | ||||||
Dividend income |
7,934 | — | ||||||
Other income |
3,855 | 3,587 | ||||||
Total investment income from non-controlled, non-affiliated investments |
299,799 | 96,557 | ||||||
Investment income from non-controlled, affiliated investments: |
||||||||
Dividend income |
164 | — | ||||||
Total investment income from non-controlled, affiliated investments |
164 | — | ||||||
Total Investment Income |
299,963 | 96,557 | ||||||
Operating Expenses |
||||||||
Offering costs |
374 | — | ||||||
Interest expense |
91,130 | 32,731 | ||||||
Management fees |
16,514 | 4,897 | ||||||
Capital gains incentive fees |
2,294 | — | ||||||
Performance based incentive fees |
22,855 | 7,714 | ||||||
Professional fees |
2,925 | — | ||||||
Directors’ fees |
623 | — | ||||||
Shareholder servicing fees |
2,345 | 262 | ||||||
Other general and administrative |
2,994 | — | ||||||
Total Operating Expenses |
142,054 | 45,604 | ||||||
Management fees waived (Note 3) |
— | (3,044 | ) | |||||
Performance based incentive fees waived (Note 3) |
— | (5,133 | ) | |||||
Expense support (Note 3) |
— | (174 | ) | |||||
Recoupment of expense support (Note 3) |
— | 174 | ||||||
Net Operating Expenses |
142,054 | 37,427 | ||||||
Net Investment Income (Loss) Before Taxes |
157,909 | 59,130 | ||||||
Income tax expense (benefit), including excise tax expense (benefit) |
126 | 287 | ||||||
Net Investment Income (Loss) After Taxes |
$ | 157,783 | $ | 58,843 | ||||
Net Realized and Change in Unrealized Gain (Loss) |
||||||||
Net change in unrealized gain (loss): |
||||||||
Non-controlled, non-affiliated investments |
$ | 29,398 | $ | (13,258 | ) | |||
Non-controlled, affiliated investments |
675 | — | ||||||
Translation of assets and liabilities in foreign currencies |
1,812 | 104 | ||||||
Total Net Change in Unrealized Gain (Loss) |
31,885 | (13,154 | ) | |||||
Net realized gain (loss): |
||||||||
Non-controlled, non-affiliated investments |
585 | 17 | ||||||
Foreign currency transactions |
(1,006 | ) | 26 | |||||
Total Net Realized Gain (Loss) |
(421 | ) | 43 | |||||
Total Net Realized and Change in Unrealized Gain (Loss) |
31,464 | (13,111 | ) | |||||
Total Net Increase (Decrease) in Net Assets Resulting from Operations |
$ | 189,247 | $ | 45,732 | ||||
Total Net Increase (Decrease) in Net Assets Resulting from Operations - Class S Common Stock (2) |
$ | 33,852 | $ | 3,001 | ||||
Total Net Increase (Decrease) in Net Assets Resulting from Operations - Class D Common Stock (3) |
$ | 1,876 | $ | 19 | ||||
Total Net Increase (Decrease) in Net Assets Resulting from Operations - Class I Common Stock |
$ | 153,519 | $ | 42,712 | ||||
Earnings Per Share - Basic and Diluted of Class S Common Stock (2) |
$ | 1.28 | $ | 0.57 | ||||
Weighted Average Shares of Class S Common Stock Outstanding - Basic and Diluted (2) |
26,514,031 | 5,219,284 | ||||||
Earnings Per Share - Basic and Diluted of Class D Common Stock (3) |
$ | 1.36 | $ | 0.29 | ||||
Weighted Average Shares of Class D Common Stock Outstanding - Basic and Diluted (3) |
1,383,519 | 64,617 | ||||||
Earnings Per Share - Basic and Diluted of Class I Common Stock |
$ | 1.36 | $ | 0.59 | ||||
Weighted Average Shares of Class I Common Stock Outstanding - Basic and Diluted |
112,905,282 | 72,916,367 | ||||||
| (1) | The company was initially capitalized on September 30, 2021 and commenced operations on May 2, 2022. |
| (2) | Class S were first issued on June 1, 2022. |
| (3) | Class D were first issued on October 3, 2022. |
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par /Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
|||||||||||||||
Non-controlled/non-affiliated |
||||||||||||||||||||||
Debt Investments(6) |
||||||||||||||||||||||
Aerospace & Defense |
||||||||||||||||||||||
Bleriot US Bidco Inc.(8)(15) |
First lien senior secured loan | S + 4.00% | 10/2028 | $ | 6,816 | $ | 6,784 | $ | 6,838 | 0.4 | % | |||||||||||
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(7)(15) |
First lien senior secured loan | S + 4.00% | 4/2026 | 2,090 | 2,070 | 2,094 | 0.1 | % | ||||||||||||||
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(7)(15) |
First lien senior secured loan | S + 4.00% | 8/2028 | 896 | 887 | 897 | — | % | ||||||||||||||
ManTech International Corporation(8) |
First lien senior secured loan | S + 5.75% | 9/2029 | 43,455 | 42,705 | 43,129 | 2.3 | % | ||||||||||||||
ManTech International Corporation(8)(17)(19) |
First lien senior secured delayed draw term loan | S + 5.75% | 9/2024 | 3,684 | 3,564 | 3,656 | 0.2 | % | ||||||||||||||
ManTech International Corporation(17)(18) |
First lien senior secured revolving loan | S + 5.75% | 9/2028 | — | (88 | ) | (42 | ) | — | % | ||||||||||||
Peraton Corp.(7)(15) |
First lien senior secured loan | S + 3.75% | 2/2028 | 3,061 | 3,047 | 3,065 | 0.2 | % | ||||||||||||||
| 58,969 | 59,637 | 3.2 | % | |||||||||||||||||||
Application Software |
||||||||||||||||||||||
Anaplan, Inc.(8) |
First lien senior secured loan | S + 6.50% | 6/2029 | 90,055 | 89,299 | 90,056 | 4.8 | % | ||||||||||||||
Anaplan, Inc.(17)(18) |
First lien senior secured revolving loan | S + 6.50% | 6/2028 | — | (48 | ) | — | — | % | |||||||||||||
Armstrong Bidco Limited(11)(22) |
First lien senior secured GBP term loan | SA + 5.25% | 6/2029 | £ | 26,570 | 32,009 | 33,618 | 1.8 | % | |||||||||||||
Armstrong Bidco Limited(11)(22) |
First lien senior secured GBP delayed draw term loan | SA + 5.25% | 6/2029 | £ | 13,863 | 16,697 | 17,540 | 0.9 | % | |||||||||||||
Avalara, Inc.(8) |
First lien senior secured loan | S + 7.25% | 10/2028 | 22,727 | 22,437 | 22,614 | 1.2 | % | ||||||||||||||
Avalara, Inc.(17)(18) |
First lien senior secured revolving loan | S + 7.25% | 10/2028 | — | (27 | ) | (11 | ) | — | % | ||||||||||||
Boxer Parent Company Inc. (f/k/a BMC)(7)(15) |
First lien senior secured loan | S + 4.25% | 12/2028 | 15,000 | 14,850 | 15,087 | 0.8 | % | ||||||||||||||
Central Parent Inc. (dba CDK Global Inc.)(8)(15) |
First lien senior secured loan | S + 4.00% | 7/2029 | 39,700 | 39,606 | 39,857 | 2.1 | % | ||||||||||||||
Community Brands ParentCo, LLC(7) |
First lien senior secured loan | S + 5.50% | 2/2028 | 6,263 | 6,170 | 6,201 | 0.3 | % | ||||||||||||||
Community Brands ParentCo, LLC(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 5.50% | 2/2024 | — | (5 | ) | — | — | % | |||||||||||||
Community Brands ParentCo, LLC(17)(18) |
First lien senior secured revolving loan | S + 5.50% | 2/2028 | — | (5 | ) | (4 | ) | — | % | ||||||||||||
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par /Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
|||||||||||||||
Coupa Holdings, LLC(7) |
First lien senior secured loan | S + 7.50% | 2/2030 | 785 | 767 | 770 | — | % | ||||||||||||||
Coupa Holdings, LLC(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 7.50% | 8/2024 | — | (1 | ) | (1 | ) | — | % | ||||||||||||
Coupa Holdings, LLC(17)(18) |
First lien senior secured revolving loan | S + 7.50% | 2/2029 | — | (1 | ) | (1 | ) | — | % | ||||||||||||
Fullsteam Operations, LLC(8) |
First lien senior secured loan | S + 8.25% | 11/2029 | 662 | 642 | 642 | — | % | ||||||||||||||
Fullsteam Operations, LLC(8)(17)(19) |
First lien senior secured delayed draw term loan | S + 8.25% | 5/2025 | 63 | 59 | 59 | — | % | ||||||||||||||
Fullsteam Operations, LLC(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 8.25% | 11/2025 | — | (1 | ) | (1 | ) | — | % | ||||||||||||
Fullsteam Operations, LLC(17)(18) |
First lien senior secured revolving loan | S + 8.25% | 11/2029 | — | (1 | ) | (1 | ) | — | % | ||||||||||||
Grayshift, LLC(7)(22) |
First lien senior secured loan | S + 8.00% | 7/2028 | 53,382 | 52,956 | 52,581 | 2.8 | % | ||||||||||||||
Grayshift, LLC(7)(22) |
First lien senior secured loan | S + 8.00% | 7/2028 | 22,118 | 21,806 | 21,787 | 1.2 | % | ||||||||||||||
Grayshift, LLC(17)(18)(22) |
First lien senior secured revolving loan | S + 8.00% | 7/2028 | — | (43 | ) | (87 | ) | — | % | ||||||||||||
Motus Group, LLC(7) |
Second lien senior secured loan | S + 6.50% | 12/2029 | 16,557 | 16,423 | 16,392 | 0.9 | % | ||||||||||||||
Perforce Software, Inc.(7) |
First lien senior secured loan | S + 4.50% | 7/2026 | 14,775 | 14,537 | 14,738 | 0.8 | % | ||||||||||||||
Quartz Acquireco, LLC (dba Qualtrics)(7) |
First lien senior secured loan | S + 3.50% | 6/2030 | 4,988 | 4,942 | 4,950 | 0.3 | % | ||||||||||||||
Zendesk, Inc.(8) |
First lien senior secured loan | S + 6.25% (3.25% PIK) | 11/2028 | 60,058 | 59,061 | 59,308 | 3.2 | % | ||||||||||||||
Zendesk, Inc.(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 6.25% | 11/2024 | — | (444 | ) | (37 | ) | — | % | ||||||||||||
Zendesk, Inc.(17)(18) |
First lien senior secured revolving loan | S + 6.25% | 11/2028 | — | (98 | ) | (75 | ) | — | % | ||||||||||||
| 391,587 | 395,982 | 21.0 | % | |||||||||||||||||||
Banks |
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Finastra USA, Inc.(9)(22) |
First lien senior secured loan | S + 7.25% | 9/2029 | 60,413 | 59,812 | 59,809 | 3.2 | % | ||||||||||||||
Finastra USA, Inc.(7)(17)(22) |
First lien senior secured revolving loan | S + 7.25% | 9/2029 | 1,659 | 1,596 | 1,596 | 0.1 | % | ||||||||||||||
| 61,408 | 61,405 | 3.3 | % | |||||||||||||||||||
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
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Beverages |
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Innovation Ventures HoldCo, LLC(7) |
First lien senior secured loan | S + 6.25% | 3/2027 | 50,000 | 49,361 | 49,375 | 2.6 | % | ||||||||||||||
Building Products |
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EET Buyer, Inc. (dba e-Emphasys)(8) |
First lien senior secured loan | S + 6.50% | 11/2027 | 5,144 | 5,076 | 5,144 | 0.3 | % | ||||||||||||||
EET Buyer, Inc. (dba e-Emphasys)(9)(17) |
First lien senior secured revolving loan | S + 6.50% | 11/2027 | 86 | 80 | 86 | — | % | ||||||||||||||
SRS Distribution, Inc.(7)(15) |
First lien senior secured loan | S + 3.50% | 6/2028 | 4,975 | 4,929 | 4,977 | 0.3 | % | ||||||||||||||
| 10,085 | 10,207 | 0.5 | % | |||||||||||||||||||
Buildings & Real Estate |
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Associations, Inc.(8) |
First lien senior secured loan | S + 6.50% (2.50% PIK) | 7/2027 | 21,037 | 20,843 | 20,931 | 1.1 | % | ||||||||||||||
Commercial Services & Supplies |
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Access CIG, LLC(8)(15) |
First lien senior secured loan | S + 5.00% | 8/2028 | 9,975 | 9,740 | 9,981 | 0.5 | % | ||||||||||||||
Charter NEX US, Inc.(7)(15) |
First lien senior secured loan | S + 3.75% | 12/2027 | 9,974 | 9,936 | 10,008 | 0.5 | % | ||||||||||||||
Denali BuyerCo, LLC (dba Summit Companies)(8) |
First lien senior secured loan | S + 5.50% | 9/2028 | 41,820 | 41,056 | 41,715 | 2.2 | % | ||||||||||||||
SimpliSafe Holding Corporation(7) |
First lien senior secured loan | S + 6.25% | 5/2028 | 60,802 | 59,897 | 60,194 | 3.2 | % | ||||||||||||||
SimpliSafe Holding Corporation(7)(17)(19) |
First lien senior secured delayed draw term loan | S + 6.25% | 5/2024 | 2,047 | 1,972 | 2,027 | 0.1 | % | ||||||||||||||
| 122,601 | 123,925 | 6.6 | % | |||||||||||||||||||
Construction & Engineering |
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Dodge Construction Network LLC(8)(15) |
First lien senior secured loan | S + 4.75% | 2/2029 | 12,313 | 12,165 | 9,481 | 0.5 | % | ||||||||||||||
Engineered Machinery Holdings, Inc. (dba Duravant)(8)(15) |
First lien senior secured loan | S + 3.75% | 5/2028 | 5,970 | 5,916 | 5,919 | 0.3 | % | ||||||||||||||
| 18,081 | 15,400 | 0.8 | % | |||||||||||||||||||
Containers & Packaging |
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Five Star Lower Holding LLC(8)(15) |
First lien senior secured loan | S + 4.25% | 5/2029 | 21,602 | 21,340 | 21,191 | 1.1 | % | ||||||||||||||
Tricorbraun Holdings, Inc.(7)(15) |
First lien senior secured loan | S + 3.25% | 3/2028 | 4,974 | 4,923 | 4,939 | 0.3 | % | ||||||||||||||
| 26,263 | 26,130 | 1.4 | % | |||||||||||||||||||
Diversified Consumer Services |
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Learning Care Group (US) No. 2 Inc.(8)(15) |
First lien senior secured loan | S + 4.75% | 8/2028 | 7,481 | 7,376 | 7,515 | 0.4 | % | ||||||||||||||
Litera Bidco LLC(7) |
First lien senior secured loan | S + 6.00% | 5/2026 | 20,259 | 20,104 | 20,259 | 1.1 | % | ||||||||||||||
Sophia, L.P.(7)(15) |
First lien senior secured loan | S + 4.25% | 10/2027 | 9,850 | 9,778 | 9,827 | 0.5 | % | ||||||||||||||
| 37,258 | 37,601 | 2.0 | % | |||||||||||||||||||
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par /Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
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Diversified Financial Services |
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Blackhawk Network Holdings, Inc.(8)(15) |
First lien senior secured loan | S + 2.75% | 6/2025 | 3,943 | 3,927 | 3,937 | 0.2 | % | ||||||||||||||
BTRS Holdings Inc. (dba Billtrust)(8) |
First lien senior secured loan | S + 8.00% | 12/2028 | 2,309 | 2,248 | 2,274 | 0.1 | % | ||||||||||||||
BTRS Holdings Inc. (dba Billtrust)(8)(17)(19) |
First lien senior secured delayed draw term loan | S + 8.00% | 12/2024 | 96 | 96 | 93 | — | % | ||||||||||||||
BTRS Holdings Inc. (dba Billtrust)(8)(17) |
First lien senior secured revolving loan | S + 7.25% | 12/2028 | 62 | 55 | 58 | — | % | ||||||||||||||
Computer Services, Inc. (dba CSI)(8) |
First lien senior secured loan | S + 6.75% | 11/2029 | 19,850 | 19,498 | 19,850 | 1.1 | % | ||||||||||||||
Computer Services, Inc. (dba CSI)(8) |
First lien senior secured loan | S + 6.00% | 11/2029 | 3,341 | 3,308 | 3,308 | 0.2 | % | ||||||||||||||
Deerfield Dakota Holdings(8)(15) |
First lien senior secured loan | S + 3.75% | 4/2027 | 5,184 | 5,062 | 5,128 | 0.3 | % | ||||||||||||||
Helios Software Holdings, Inc. (dba ION Corporates)(8)(15)(22) |
First lien senior secured loan | S + 4.25% | 7/2030 | 5,611 | 5,433 | 5,597 | 0.3 | % | ||||||||||||||
Ministry Brands Holdings, LLC(7) |
First lien senior secured loan | S + 5.50% | 12/2028 | 19,096 | 18,799 | 18,714 | 1.0 | % | ||||||||||||||
Ministry Brands Holdings, LLC(7)(17) |
First lien senior secured revolving loan | S + 5.50% | 12/2027 | 904 | 881 | 870 | — | % | ||||||||||||||
Smarsh Inc.(8) |
First lien senior secured loan | S + 5.75% | 2/2029 | 26,667 | 26,455 | 26,600 | 1.4 | % | ||||||||||||||
Smarsh Inc.(8)(17)(19) |
First lien senior secured delayed draw term loan | S + 5.75% | 2/2024 | 3,333 | 3,281 | 3,325 | 0.2 | % | ||||||||||||||
Smarsh Inc.(17)(18) |
First lien senior secured revolving loan | S + 5.75% | 2/2029 | — | (2 | ) | (1 | ) | — | % | ||||||||||||
| 89,041 | 89,753 | 4.8 | % | |||||||||||||||||||
Electrical Equipment |
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BCPE Watson (DE) ORML, LP(9)(22) |
First lien senior secured loan | S + 6.50% | 7/2028 | 100,000 | 99,196 | 99,500 | 5.3 | % | ||||||||||||||
Energy Equipment & Services |
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USIC Holdings, Inc.(8)(15) |
First lien senior secured loan | S + 3.50% | 5/2028 | 4,975 | 4,837 | 4,927 | 0.3 | % | ||||||||||||||
Food & Staples Retailing |
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Circana Group, L.P. (fka The NPD Group, L.P.)(7) |
First lien senior secured loan | S + 6.25% (2.75% PIK) | 12/2028 | 144,986 | 142,583 | 143,536 | 7.6 | % | ||||||||||||||
Circana Group, L.P. (fka The NPD Group, L.P.)(7)(17) |
First lien senior secured revolving loan | S + 5.75% | 12/2027 | 1,631 | 1,498 | 1,540 | 0.1 | % | ||||||||||||||
| 144,081 | 145,076 | 7.7 | % | |||||||||||||||||||
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par /Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
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Health Care Technology |
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Athenahealth Group Inc.(7)(15) |
First lien senior secured loan | S + 3.25% | 2/2029 | 20,725 | 19,821 | 20,611 | 1.1 | % | ||||||||||||||
Color Intermediate, LLC (dba ClaimsXten)(8) |
First lien senior secured loan | S + 5.50% | 10/2029 | 39,229 | 38,546 | 38,836 | 2.1 | % | ||||||||||||||
GI Ranger Intermediate, LLC (dba Rectangle Health)(8)(17)(19) |
First lien senior secured delayed draw term loan | S + 5.75% | 3/2024 | 2,370 | 2,278 | 2,296 | 0.1 | % | ||||||||||||||
GHX Ultimate Parent Corporation (dba Global Healthcare Exchange)(8)(15) |
First lien senior secured loan | S + 4.75% | 6/2027 | 12,438 | 12,167 | 12,442 | 0.7 | % | ||||||||||||||
Greenway Health, LLC(9) |
First lien senior secured loan | S + 6.75% | 4/2029 | 4,700 | 4,560 | 4,559 | 0.2 | % | ||||||||||||||
Hyland Software, Inc.(7) |
First lien senior secured loan | S + 6.00% | 9/2030 | 40,490 | 39,899 | 39,882 | 2.1 | % | ||||||||||||||
Hyland Software, Inc.(17)(18) |
First lien senior secured revolving loan | S + 6.00% | 9/2029 | — | (27 | ) | (29 | ) | — | % | ||||||||||||
Iconic IMO Merger Sub, Inc.(8) |
First lien senior secured loan | S + 6.00% | 5/2029 | 20,585 | 20,247 | 20,482 | 1.1 | % | ||||||||||||||
Iconic IMO Merger Sub, Inc.(9)(17)(19) |
First lien senior secured delayed draw term loan | S + 6.00% | 5/2024 | 1,825 | 1,770 | 1,816 | 0.1 | % | ||||||||||||||
Iconic IMO Merger Sub, Inc.(8)(17) |
First lien senior secured revolving loan | S + 6.00% | 5/2028 | 99 | 63 | 87 | — | % | ||||||||||||||
Imprivata, Inc.(7)(15) |
First lien senior secured loan | S + 4.25% | 12/2027 | 20,722 | 20,480 | 20,782 | 1.1 | % | ||||||||||||||
Imprivata, Inc.(8) |
Second lien senior secured loan | S + 6.25% | 12/2028 | 17,648 | 17,472 | 17,648 | 0.9 | % | ||||||||||||||
Indikami Bidco, LLC (dba IntegriChain)(7) |
First lien senior secured loan | S + 6.00% | 12/2030 | 25,628 | 25,053 | 25,051 | 1.3 | % | ||||||||||||||
Indikami Bidco, LLC (dba IntegriChain)(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 6.00% | 12/2025 | — | (36 | ) | (28 | ) | — | % | ||||||||||||
Indikami Bidco, LLC (dba IntegriChain)(17)(18) |
First lien senior secured revolving loan | S + 6.00% | 6/2030 | — | (72 | ) | (72 | ) | — | % | ||||||||||||
Inovalon Holdings, Inc.(7) |
First lien senior secured loan | S + 6.25% (2.75%PIK) | 11/2028 | 13,388 | 13,151 | 13,221 | 0.7 | % | ||||||||||||||
Inovalon Holdings, Inc.(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 5.75% | 5/2024 | — | (12 | ) | — | — | % | |||||||||||||
Inovalon Holdings, Inc.(7) |
Second lien senior secured loan | S + 10.50% PIK | 11/2033 | 47,101 | 46,568 | 46,630 | 2.5 | % | ||||||||||||||
Interoperability Bidco, Inc. (dba Lyniate)(8) |
First lien senior secured loan | S + 7.00% | 12/2026 | 28,193 | 28,072 | 27,771 | 1.5 | % | ||||||||||||||
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par /Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
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Interoperability Bidco, Inc. (dba Lyniate)(8)(17) |
First lien senior secured revolving loan | S + 7.00% | 12/2024 | 548 | 545 | 528 | 0.1 | % | ||||||||||||||
Neptune Holdings, Inc. (dba NexTech)(9) |
First lien senior secured loan | S + 6.00% | 8/2030 | 30,882 | 30,135 | 30,110 | 1.6 | % | ||||||||||||||
Neptune Holdings, Inc. (dba NexTech)(17)(18) |
First lien senior secured revolving loan | S + 6.00% | 8/2029 | — | (98 | ) | (103 | ) | — | % | ||||||||||||
| 320,582 | 322,520 | 17.1 | % | |||||||||||||||||||
Health Care Equipment & Supplies |
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Medline Borrower, LP(7)(15) |
First lien senior secured loan | S + 3.00% | 10/2028 | 15,243 | 15,027 | 15,305 | 0.8 | % | ||||||||||||||
PerkinElmer U.S. LLC(7) |
First lien senior secured loan | S + 6.75% | 3/2029 | 11,360 | 11,155 | 11,360 | 0.6 | % | ||||||||||||||
PerkinElmer U.S. LLC(7) |
First lien senior secured loan | S + 5.75% | 3/2029 | 27,674 | 27,403 | 27,397 | 1.5 | % | ||||||||||||||
Resonetics, LLC(8)(15) |
First lien senior secured loan | S + 4.00% | 4/2028 | 7,243 | 7,172 | 7,236 | 0.4 | % | ||||||||||||||
| 60,757 | 61,298 | 3.3 | % | |||||||||||||||||||
Health Care Providers & Services |
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Covetrus, Inc.(8) |
Second lien senior secured loan | S + 9.25% | 10/2030 | 25,000 | 24,537 | 24,938 | 1.3 | % | ||||||||||||||
Engage Debtco Limited(8)(22) |
First lien senior secured loan | S + 5.75% (2.25% PIK) | 7/2029 | 12,580 | 12,321 | 12,360 | 0.7 | % | ||||||||||||||
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(9) |
First lien senior secured loan | S + 6.25% | 12/2029 | 43,269 | 42,419 | 42,413 | 2.3 | % | ||||||||||||||
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(9)(17) |
First lien senior secured revolving loan | S + 6.25% | 12/2029 | 1,762 | 1,647 | 1,646 | 0.1 | % | ||||||||||||||
OneOncology LLC(8) |
First lien senior secured loan | S + 6.25% | 6/2030 | 14,250 | 14,048 | 14,179 | 0.8 | % | ||||||||||||||
OneOncology LLC(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 6.25% | 12/2024 | — | (31 | ) | — | — | % | |||||||||||||
OneOncology LLC(17)(18) |
First lien senior secured revolving loan | S + 6.25% | 6/2029 | — | (39 | ) | (14 | ) | — | % | ||||||||||||
PetVet Care Centers, LLC(7) |
First lien senior secured loan | S + 6.00% | 11/2030 | 39,250 | 38,863 | 38,838 | 2.1 | % | ||||||||||||||
PetVet Care Centers, LLC(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 6.00% | 11/2025 | — | (25 | ) | (3 | ) | — | % | ||||||||||||
PetVet Care Centers, LLC(17)(18) |
First lien senior secured revolving loan | S + 6.00% | 11/2029 | — | (57 | ) | (56 | ) | — | % | ||||||||||||
Plasma Buyer LLC (dba PathGroup)(8) |
First lien senior secured loan | S + 5.75% | 5/2029 | 16,804 | 16,528 | 16,468 | 0.9 | % | ||||||||||||||
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
|||||||||||||||
Plasma Buyer LLC (dba PathGroup)(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 5.75% | 5/2024 | — | (34 | ) | (44 | ) | — | % | ||||||||||||
Plasma Buyer LLC (dba PathGroup)(8)(17) |
First lien senior secured revolving loan | S + 5.75% | 5/2028 | 630 | 603 | 592 | — | % | ||||||||||||||
TC Holdings, LLC (dba TrialCard)(8) |
First lien senior secured loan | S + 5.00% | 4/2027 | 8,795 | 8,733 | 8,795 | 0.5 | % | ||||||||||||||
TC Holdings, LLC (dba TrialCard)(17)(18) |
First lien senior secured revolving loan | S + 5.00% | 4/2027 | — | (7 | ) | — | — | % | |||||||||||||
| 159,506 | 160,112 | 8.5 | % | |||||||||||||||||||
Insurance |
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Acrisure, LLC(8)(15)(22) |
First lien senior secured loan | S + 4.50% | 2/2027 | 10,945 | 10,839 | 10,954 | 0.6 | % | ||||||||||||||
Asurion, LLC(7)(15) |
First lien senior secured loan | S + 3.25% | 12/2026 | 15,381 | 14,666 | 15,330 | 0.8 | % | ||||||||||||||
Asurion, LLC(7)(15) |
Second lien senior secured loan | S + 5.25% | 1/2029 | 29,332 | 27,638 | 27,579 | 1.5 | % | ||||||||||||||
AmeriLife Holdings LLC(7) |
First lien senior secured loan | S + 5.75% | 8/2029 | 18,000 | 17,691 | 17,910 | 1.0 | % | ||||||||||||||
AmeriLife Holdings LLC(8)(17)(19) |
First lien senior secured delayed draw term loan | S + 5.75% | 9/2024 | 3,751 | 3,682 | 3,732 | 0.2 | % | ||||||||||||||
AmeriLife Holdings LLC(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 5.75% | 10/2025 | — | (37 | ) | — | — | % | |||||||||||||
AmeriLife Holdings LLC(17)(18) |
First lien senior secured revolving loan | S + 5.75% | 8/2028 | — | (35 | ) | (11 | ) | — | % | ||||||||||||
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(8) |
First lien senior secured loan | S + 7.50% | 3/2029 | 909 | 888 | 895 | — | % | ||||||||||||||
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(17)(18) |
First lien senior secured revolving loan | S + 7.50% | 3/2029 | — | (2 | ) | (1 | ) | — | % | ||||||||||||
Hub International Limited(8)(15) |
First lien senior secured loan | S + 4.25% | 6/2030 | 9,975 | 9,882 | 10,013 | 0.5 | % | ||||||||||||||
Hyperion Refinance S.a.r.l (dba Howden Group)(7)(22) |
First lien senior secured loan | S + 5.25% | 11/2027 | 17,714 | 17,422 | 17,714 | 0.9 | % | ||||||||||||||
Integrated Specialty Coverages, LLC(8) |
First lien senior secured loan | S + 6.00% | 7/2030 | 55,101 | 54,309 | 54,274 | 2.9 | % | ||||||||||||||
Integrated Specialty Coverages, LLC(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 6.00% | 1/2024 | — | (75 | ) | (32 | ) | — | % | ||||||||||||
Integrated Specialty Coverages, LLC(17)(18) |
First lien senior secured revolving loan | S + 6.00% | 7/2029 | — | (83 | ) | (89 | ) | — | % | ||||||||||||
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par /Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
|||||||||||||||
Integrity Marketing Acquisition, LLC(8) |
First lien senior secured loan | S + 5.80% | 8/2026 | 13,213 | 13,181 | 13,213 | 0.7 | % | ||||||||||||||
Integrity Marketing Acquisition, LLC(8)(17)(19) |
First lien senior secured delayed draw term loan | S + 6.00% | 8/2025 | 343 | 320 | 343 | — | % | ||||||||||||||
Integrity Marketing Acquisition, LLC(17)(18) |
First lien senior secured revolving loan | S + 6.50% | 8/2026 | — | (5 | ) | — | — | % | |||||||||||||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(7) |
First lien senior secured loan | S + 6.00% | 11/2028 | 24,576 | 24,303 | 24,514 | 1.3 | % | ||||||||||||||
| 194,584 | 196,338 | 10.4 | % | |||||||||||||||||||
IT Services |
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Kaseya Inc.(8) |
First lien senior secured loan | S + 6.25% (2.50% PIK) | 6/2029 | 67,472 | 66,358 | 67,304 | 3.6 | % | ||||||||||||||
Kaseya Inc.(8)(17)(19) |
First lien senior secured delayed draw term loan | S + 6.25% (2.50% PIK) | 6/2024 | 249 | 215 | 249 | — | % | ||||||||||||||
Kaseya Inc.(7)(17) |
First lien senior secured revolving loan | S + 6.25% | 6/2029 | 1,023 | 960 | 1,013 | 0.1 | % | ||||||||||||||
Marcel Bidco LLC (dba SUSE)(7)(15)(22) |
First lien senior secured loan | S + 4.50% | 11/2030 | 17,750 | 17,489 | 17,825 | 0.9 | % | ||||||||||||||
Renaissance Learning, Inc.(7)(15) |
First lien senior secured loan | S + 4.75% | 4/2030 | 914 | 912 | 916 | — | % | ||||||||||||||
Saphilux S.a.r.L (dba IQ EQ)(9)(15)(22) |
First lien senior secured loan | S + 4.75% | 7/2028 | 22,500 | 22,189 | 22,514 | 1.2 | % | ||||||||||||||
Severin Acquisition, LLC (dba PowerSchool)(8)(15) |
First lien senior secured loan | S + 3.25% | 8/2025 | 16,955 | 16,875 | 17,008 | 0.9 | % | ||||||||||||||
The Dun & Bradstreet Corporation(7)(15) |
First lien senior secured loan | S + 2.75% | 2/2026 | 12,931 | 12,931 | 12,950 | 0.7 | % | ||||||||||||||
| 137,929 | 139,779 | 7.4 | % | |||||||||||||||||||
Life Sciences Tools & Services |
||||||||||||||||||||||
Bamboo US BidCo LLC(8) |
First lien senior secured loan | S + 6.75% (3.38% PIK) | 9/2030 | 19,692 | 19,116 | 19,102 | 1.0 | % | ||||||||||||||
Bamboo US BidCo LLC(13) |
First lien senior secured EUR term loan | E + 6.00% | 9/2030 | € | 12,252 | 12,593 | 13,128 | 0.7 | % | |||||||||||||
Bamboo US BidCo LLC(7)(17)(19) |
First lien senior secured delayed draw term loan | S + 6.00% | 3/2025 | 211 | 164 | 162 | — | % | ||||||||||||||
Bamboo US BidCo LLC(17)(18) |
First lien senior secured revolving loan | S + 6.00% | 10/2029 | — | (118 | ) | (123 | ) | — | % | ||||||||||||
Bracket Intermediate Holding Corp.(8)(15) |
First lien senior secured loan | S + 5.00% | 5/2028 | 19,900 | 19,366 | 19,870 | 1.1 | % | ||||||||||||||
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
|||||||||||||||||
Phoenix Newco, Inc. (dba Parexel)(7) |
Second lien senior secured loan | S + 6.50% | 11/2029 | 5,000 | 4,915 | 5,000 | 0.3 | % | ||||||||||||||||
| 56,036 | 57,139 | 3.0 | % | |||||||||||||||||||||
Machinery |
||||||||||||||||||||||||
Faraday Buyer, LLC (dba MacLean Power Systems)(8) |
First lien senior secured loan | S + 6.00% | 10/2028 | 18,059 | 17,705 | 17,698 | 0.9 | % | ||||||||||||||||
Faraday Buyer, LLC (dba MacLean Power Systems)(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 6.00% | 11/2025 | — | (18 | ) | (19 | ) | — | % | ||||||||||||||
| 17,687 | 17,679 | 0.9 | % | |||||||||||||||||||||
Professional Services |
||||||||||||||||||||||||
AQ Carver Buyer, Inc. (dba CoAdvantage)(9)(15) |
First lien senior secured loan | S + 5.50% | 8/2029 | 9,975 | 9,786 | 10,000 | 0.5 | % | ||||||||||||||||
Certinia, Inc.(9) |
First lien senior secured loan | S + 7.25% | 8/2029 | 44,118 | 43,277 | 43,235 | 2.3 | % | ||||||||||||||||
Certinia, Inc.(17)(18) |
First lien senior secured revolving loan | S + 7.25% | 8/2029 | — | (110 | ) | (118 | ) | — | % | ||||||||||||||
EP Purchaser, LLC (dba Entertainment Partners)(8) |
First lien senior secured loan | S + 4.50% | 11/2028 | 4,963 | 4,781 | 4,776 | 0.3 | % | ||||||||||||||||
Omnia Partners, LLC(8)(15) |
First lien senior secured loan | S + 4.25% | 7/2030 | 1,828 | 1,811 | 1,838 | 0.1 | % | ||||||||||||||||
Omnia Partners, LLC(15)(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 4.25% | 1/2024 | — | (2 | ) | — | — | % | |||||||||||||||
Proofpoint, Inc.(7)(15) |
First lien senior secured loan | S + 3.25% | 8/2028 | 4,975 | 4,929 | 4,970 | 0.3 | % | ||||||||||||||||
Proofpoint, Inc.(7)(15) |
Second lien senior secured loan | S + 6.25% | 8/2029 | 7,572 | 7,572 | 7,629 | 0.4 | % | ||||||||||||||||
Sensor Technology Topco, Inc. (dba Humanetics)(8) |
First lien senior secured loan | S + 7.00% (2.00% PIK) | 5/2026 | 23,547 | 23,404 | 23,488 | 1.2 | % | ||||||||||||||||
Sensor Technology Topco, Inc. (dba Humanetics)(13) |
First lien senior secured EUR term loan | E + 7.00% (2.25% PIK) | 5/2026 | € | 4,244 | 4,583 | 4,677 | 0.2 | % | |||||||||||||||
Sensor Technology Topco, Inc. (dba Humanetics)(8)(17) |
First lien senior secured revolving loan | S + 6.50% | 5/2026 | 1,160 | 1,148 | 1,155 | 0.1 | % | ||||||||||||||||
Sovos Compliance, LLC(7)(15) |
First lien senior secured loan | S + 4.50% | 8/2028 | 23,607 | 22,903 | 23,284 | 1.2 | % | ||||||||||||||||
| 124,082 | 124,934 | 6.6 | % | |||||||||||||||||||||
Pharmaceuticals |
||||||||||||||||||||||||
Pacific BidCo Inc.(9)(22) |
First lien senior secured loan | S + 5.75% (3.20% PIK) | 8/2029 | 8,740 | 8,557 | 8,652 | 0.5 | % | ||||||||||||||||
Pacific BidCo Inc.(17)(18)(19)(22) |
First lien senior secured delayed draw term loan | S + 6.00% | 8/2025 | — | (10 | ) | — | — | % | |||||||||||||||
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
|||||||||||||||
XRL 1 LLC (dba XOMA)(16) |
First lien senior secured loan | 9.88% | 12/2038 | 4,550 | 4,454 | 4,448 | 0.2 | % | ||||||||||||||
XRL 1 LLC (dba XOMA)(16)(17)(18)(19) |
First lien senior secured delayed draw term loan | 9.88% | 12/2025 | — | (5 | ) | (8 | ) | — | % | ||||||||||||
| 12,996 | 13,092 | 0.7 | % | |||||||||||||||||||
Real Estate Management & Development |
||||||||||||||||||||||
Entrata, Inc.(7) |
First lien senior secured loan | S + 6.00% | 7/2030 | 34,487 | 33,994 | 33,970 | 1.8 | % | ||||||||||||||
Entrata, Inc.(17)(18) |
First lien senior secured revolving loan | S + 6.00% | 7/2028 | — | (53 | ) | (59 | ) | — | % | ||||||||||||
RealPage, Inc.(7)(15) |
First lien senior secured loan | S + 3.00% | 4/2028 | 15,374 | 15,041 | 15,235 | 0.8 | % | ||||||||||||||
RealPage, Inc.(7)(15) |
Second lien senior secured loan | S + 6.50% | 4/2029 | 25,000 | 24,716 | 24,938 | 1.3 | % | ||||||||||||||
| 73,698 | 74,084 | 3.9 | % | |||||||||||||||||||
Systems Software |
||||||||||||||||||||||
Activate Holdings (US) Corp. (dba Absolute Software)(8)(22) |
First lien senior secured loan | S + 6.75% | 7/2030 | 39,640 | 38,594 | 38,649 | 2.1 | % | ||||||||||||||
Activate Holdings (US) Corp. (dba Absolute Software)(8)(17)(22) |
First lien senior secured revolving loan | S + 6.75% | 7/2030 | 602 | 524 | 527 | — | % | ||||||||||||||
Appfire Technologies, LLC(8) |
First lien senior secured loan | S + 5.50% | 3/2027 | 7,718 | 7,675 | 7,679 | 0.4 | % | ||||||||||||||
Appfire Technologies, LLC(17)(18)(19) |
First lien senior secured delayed draw term loan | S + 5.50% | 6/2024 | — | (98 | ) | — | — | % | |||||||||||||
Appfire Technologies, LLC(10)(17) |
First lien senior secured revolving loan | P + 4.50% | 3/2027 | 373 | 357 | 365 | — | % | ||||||||||||||
Barracuda Networks, Inc.(8)(15) |
First lien senior secured loan | S + 4.50% | 8/2029 | 59,934 | 58,369 | 58,363 | 3.1 | % | ||||||||||||||
Barracuda Networks, Inc.(8) |
Second lien senior secured loan | S + 7.00% | 8/2030 | 55,875 | 54,388 | 52,523 | 2.8 | % | ||||||||||||||
Cloud Software Group, Inc.(8)(15) |
First lien senior secured loan | S + 4.50% | 3/2029 | 29,924 | 28,602 | 29,173 | 1.6 | % | ||||||||||||||
Crewline Buyer, Inc. (dba New Relic)(8) |
First lien senior secured loan | S + 6.75% | 11/2030 | 90,566 | 89,227 | 89,208 | 4.7 | % | ||||||||||||||
Crewline Buyer, Inc. (dba New Relic)(17)(18) |
First lien senior secured revolving loan | S + 6.75% | 11/2030 | — | (139 | ) | (142 | ) | — | % | ||||||||||||
Delta TopCo, Inc. (dba Infoblox, Inc.)(9)(15) |
First lien senior secured loan | S + 3.75% | 12/2027 | 25,230 | 24,157 | 25,167 | 1.3 | % | ||||||||||||||
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
|||||||||||||||
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(8)(15) |
First lien senior secured loan | S + 4.00% | 11/2026 | 14,732 | 14,069 | 13,928 | 0.7 | % | ||||||||||||||
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(8) |
Second lien senior secured loan | S + 6.75% | 11/2027 | 20,000 | 19,804 | 17,350 | 0.9 | % | ||||||||||||||
Ivanti Software, Inc.(8)(15) |
First lien senior secured loan | S + 4.25% | 12/2027 | 12,967 | 12,113 | 12,280 | 0.7 | % | ||||||||||||||
Oranje Holdco, Inc. (dba KnowBe4)(8) |
First lien senior secured loan | S + 7.50% | 2/2029 | 4,273 | 4,216 | 4,230 | 0.2 | % | ||||||||||||||
Oranje Holdco, Inc. (dba KnowBe4)(17)(18) |
First lien senior secured revolving loan | S + 7.50% | 2/2029 | — | (7 | ) | (5 | ) | — | % | ||||||||||||
Ping Identity Holding Corp.(7) |
First lien senior secured loan | S + 7.00% | 10/2029 | 21,818 | 21,531 | 21,709 | 1.2 | % | ||||||||||||||
Ping Identity Holding Corp.(17)(18) |
First lien senior secured revolving loan | S + 7.00% | 10/2028 | — | (26 | ) | (11 | ) | (0.1 | )% | ||||||||||||
Project Alpha Intermediate Holding, Inc. (dba Qlik)(7)(15) |
First lien senior secured loan | S + 4.75% | 10/2030 | 45,000 | 44,118 | 45,149 | 2.4 | % | ||||||||||||||
Rubrik, Inc.(8) |
First lien senior secured loan | S + 7.00% | 8/2028 | 46,771 | 46,164 | 46,303 | 2.5 | % | ||||||||||||||
Rubrik, Inc.(8)(17)(19) |
First lien senior secured delayed draw term loan | S + 7.00% | 8/2028 | 660 | 600 | 595 | — | % | ||||||||||||||
SailPoint Technologies Holdings, Inc.(7) |
First lien senior secured loan | S + 6.00% | 8/2029 | 114,100 | 112,037 | 113,244 | 6.0 | % | ||||||||||||||
SailPoint Technologies Holdings, Inc.(17)(18) |
First lien senior secured revolving loan | S + 6.00% | 8/2028 | — | (168 | ) | (82 | ) | (0.1 | )% | ||||||||||||
Securonix, Inc.(8) |
First lien senior secured loan | S + 6.00% | 4/2028 | 19,774 | 19,621 | 18,538 | 1.0 | % | ||||||||||||||
Securonix, Inc.(17)(18) |
First lien senior secured revolving loan | S + 6.00% | 4/2028 | — | (26 | ) | (222 | ) | — | % | ||||||||||||
Sitecore Holding III A/S(14) |
First lien senior secured EUR term loan | E + 7.25% (4.25% PIK) | 3/2029 | € | 26,308 | 27,517 | 28,843 | 1.5 | % | |||||||||||||
Sitecore Holding III A/S(9) |
First lien senior secured loan | S + 7.25% (4.25% PIK) | 3/2029 | 26,996 | 26,796 | 26,793 | 1.4 | % | ||||||||||||||
Sitecore USA, Inc.(9) |
First lien senior secured loan | S + 7.25% (4.25% PIK) | 3/2029 | 4,478 | 4,445 | 4,444 | 0.2 | % | ||||||||||||||
Talon MidCo 2 Limited (dba Tufin)(8)(22) |
First lien senior secured loan | S + 7.69% | 8/2028 | 30,478 | 29,981 | 30,097 | 1.6 | % | ||||||||||||||
Talon MidCo 2 Limited (dba Tufin)(17)(19)(22) |
First lien senior secured delayed draw term loan | S + 7.69% | 8/2024 | — | — | (2 | ) | — | % | |||||||||||||
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
|||||||||||||||||
Talon MidCo 2 Limited (dba Tufin)(17)(18)(22) |
First lien senior secured revolving loan | S + 7.00% | 8/2028 | — | (21 | ) | (17 | ) | — | % | ||||||||||||||
| 684,420 | 684,676 | 36.4 | % | |||||||||||||||||||||
Total non-controlled/non-affiliated |
$ | 2,975,888 | $ | 2,991,502 | 159.0 | % | ||||||||||||||||||
Equity Investments |
||||||||||||||||||||||||
Application Software |
||||||||||||||||||||||||
Project Alpine Co-Invest Fund, LP(20)(22)(24) |
LP Interest | N/A N/A | N/A | 6,666,667 | 6,670 | 7,878 | 0.4 | % | ||||||||||||||||
Zoro TopCo, Inc.(16)(24) |
Series A Preferred Equity | N/A 12.50% PIK | N/A | 8,057 | 8,693 | 8,824 | 0.5 | % | ||||||||||||||||
Zoro TopCo, L.P.(20)(24) |
Class A Common Units | N/A N/A | N/A | 671,414 | 6,714 | 7,310 | 0.4 | % | ||||||||||||||||
| 22,077 | 24,012 | 1.3 | % | |||||||||||||||||||||
Health Care Providers & Services |
||||||||||||||||||||||||
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(20)(24) |
Common stock | N/A N/A | N/A | 317 | 3,171 | 3,171 | 0.2 | % | ||||||||||||||||
Romulus Intermediate Holdings 1 Inc. (dba PetVet)(16)(24) |
Series A Preferred Stock | N/A 15.00% PIK | N/A | 4,419 | 4,332 | 4,331 | 0.2 | % | ||||||||||||||||
| 7,503 | 7,502 | 0.4 | % | |||||||||||||||||||||
Health Care Technology |
||||||||||||||||||||||||
Minerva Holdco, Inc.(16)(24) |
Senior A Preferred Stock | N/A 10.75% PIK | N/A | 40,000 | 47,019 | 46,238 | 2.5 | % | ||||||||||||||||
Orange Blossom Parent, Inc.(20)(24) |
Common Units | N/A N/A | N/A | 16,667 | 1,667 | 1,664 | 0.1 | % | ||||||||||||||||
| 48,686 | 47,902 | 2.5 | % | |||||||||||||||||||||
Insurance |
||||||||||||||||||||||||
Accelerate Topco Holdings, LLC(20)(24) |
Common Units | N/A N/A | N/A | 12,822 | 354 | 417 | — | % | ||||||||||||||||
Hockey Parent Holdings, L.P. (20)(24) |
Class A Common Units | N/A N/A | N/A | 7,500 | 7,500 | 7,500 | 0.4 | % | ||||||||||||||||
| 7,854 | 7,917 | 0.4 | % | |||||||||||||||||||||
IT Services |
||||||||||||||||||||||||
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(16)(24) |
Perpetual Preferred Stock | N/A 11.75% PIK | N/A | 50,000 | 55,110 | 56,028 | 3.0 | % | ||||||||||||||||
Professional Services |
||||||||||||||||||||||||
Vestwell Holdings, Inc.(20)(24) |
Series D Preferred Stock | N/A N/A | N/A | 152,175 | 3,000 | 3,000 | 0.2 | % | ||||||||||||||||
Pharmaceuticals |
||||||||||||||||||||||||
XOMA Corporation(20)(24) |
Warrants | N/A N/A | N/A | 1,400 | 10 | 10 | — | % | ||||||||||||||||
Company(1)(2)(21) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets(5) |
|||||||||||||||||
XOMA Corporation(20)(24) |
Warrants | N/A N/A | N/A | 1,400 | 10 | 10 | — | % | ||||||||||||||||
XOMA Corporation(20)(24) |
Warrants | N/A N/A | N/A | 1,400 | 9 | 9 | — | % | ||||||||||||||||
| 29 | 29 | — | % | |||||||||||||||||||||
Systems Software |
||||||||||||||||||||||||
Elliott Alto Co-Investor Aggregator L.P.(20)(22)(24) |
LP Interest | N/A N/A | N/A | 7,836 | 7,882 | 7,864 | 0.4 | % | ||||||||||||||||
Picard Holdco, Inc.(8)(24) |
Senior A Preferred Stock | S + 12.00% | N/A | 52,848 | 55,860 | 61,528 | 3.3 | % | ||||||||||||||||
Halo Parent Newco, LLC(16)(24) |
Class H PIK Preferred Equity | N/A 11.00% PIK | N/A | 10,000 | 11,662 | 9,549 | 0.5 | % | ||||||||||||||||
Project Hotel California Co-Invest Fund, L.P.(20)(22)(24) |
LP Interest | N/A N/A | N/A | 6,711,769 | 6,717 | 7,611 | 0.4 | % | ||||||||||||||||
Securiti, Inc.(20)(24) |
Series C Preferred Shares | N/A N/A | N/A | 1,262,785 | 10,002 | 9,298 | 0.5 | % | ||||||||||||||||
| 92,123 | 95,850 | 5.1 | % | |||||||||||||||||||||
Total non-controlled/non-affiliated |
$ | 236,382 | $ | 242,240 | 12.9 | % | ||||||||||||||||||
Total non-controlled/non-affiliated |
$ | 3,212,270 | $ | 3,233,740 | 171.9 | % | ||||||||||||||||||
Non-controlled/affiliated portfolio company equity investments |
||||||||||||||||||||||||
Equity Investments |
||||||||||||||||||||||||
Pharmaceuticals |
||||||||||||||||||||||||
LSI Financing 1 DAC(22)(23)(24) |
Preferred Equity | N/A N/A | N/A | 12,317 | 12,358 | 13,001 | 0.7 | % | ||||||||||||||||
Total non-controlled/affiliated portfolio company equity investments |
$ | 12,358 | $ | 13,001 | 0.7 | % | ||||||||||||||||||
Total Investments |
$ | 3,224,628 | $ | 3,246,741 | 172.6 | % | ||||||||||||||||||
| (1) | Certain portfolio company investments are subject to contractual restrictions on sales. |
| (2) | Unless otherwise indicated, all investments are considered Level 3 investments. See Note 6 “Fair Value of Investments”. |
| (3) | The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method. |
| (4) | As of December 31, 2023, the net estimated unrealized gain for U.S. federal income tax purposes was $50.6 million based on a tax cost basis of $3.2 billion. As of December 31, 2023, there were no estimated aggregate gross unrealized losses for U.S federal income tax purposes and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $50.6 million. |
| (5) | Totals presented may differ than actuals due to rounding. |
| (6) | Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six- SOFR), an Sterling Overnight Interbank Average Rate (“SONIA” or “SA”), Euro Interbank Offered Rate (“EURIBOR” or “E”, which can include one-, two-, three- or six-month EURIBOR), or an alternate base rate (which can include the Prime Rate (“PRIME” or “P”) at the borrower’s option, and which reset periodically based on the terms of the loan agreement. |
| (7) | The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2023 was 5.35%. |
| (8) | The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2023 was 5.33%. |
| (9) | The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2023 was 5.16%. |
| (10) | The interest rate on these loans is subject to PRIME, which as of December 31, 2023 was 8.50%. |
| (11) | The interest rate on these loans is subject to SONIA, which as of December 31, 2023 was 5.19%. |
| (12) | The interest rate on these loans is subject to 1 month EURIBOR, which as of December 31, 2023 was 3.85%. |
| (13) | The interest rate on these loans is subject to 3 month EURIBOR, which as of December 31, 2023 was 3.91%. |
| (14) | The interest rate on these loans is subject to 6 month EURIBOR, which as of December 31, 2023 was 3.86%. |
| (15) | Level 2 investment. |
| (16) | Contains a fixed rate structure. |
| (17) | Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”. |
| (18) | The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan. |
| (19) | The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date. |
| (20) | Investment is non-income producing. |
| (21) | Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I or SPV Asset Facility II. See Note 5 “Debt”. |
| (22) | This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2023, non-qualifying assets represented 14.6% of total assets as calculated in accordance with the regulatory requirements. |
| (23) | Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% but less than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement. Transactions during the year ended December 31, 2023 in which the Company was an Affiliated Person of the portfolio company are as follows: |
Company |
Fair Value at December 31, 2022 |
Gross Additions (a) |
Gross Reductions (b) |
Net Change in Unrealized Gain/(Loss) |
Fair Value at December 31, 2023 |
Interest Income |
Dividend Income |
Other Income |
||||||||||||||||||||||||
Non-controlled Affiliates |
||||||||||||||||||||||||||||||||
LSI Financing 1 DAC |
$ | 4,013 | $ | 9,776 | $ | (1,463 | ) | $ | 675 | $ | 13,001 | $ | — | $ | 164 | $ | — | |||||||||||||||
Total Non-controlled Affiliates |
$ | 4,013 | $ | 9,776 | $ | (1,463 | ) | $ | 675 | $ | 13,001 | $ | — | $ | 164 | $ | — | |||||||||||||||
| (a) | Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind |
| (b) | Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable. |
| (24) | Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2023, the aggregate fair value of these securities is $255.2 million or 13.6% of the Company’s net assets. The acquisition dates of the restricted securities are as follows: |
Portfolio Company |
Investment |
Acquisition Date | ||
Project Hotel California Co-Invest Fund, L.P. |
LP Interest | August 09, 2022 | ||
Halo Parent Newco, LLC |
Class H PIK Preferred Equity | May 4, 2022 | ||
Elliott Alto Co-Investor Aggregator L.P. |
LP Interest | September 28, 2022 | ||
Knockout Intermediate Holdings I, Inc. (dba Kaseya) |
Perpetual Preferred Stock | June 23, 2022 | ||
Minerva Holdco, Inc. |
Senior A Preferred Stock | May 2, 2022 | ||
Picard Holdco, Inc. |
Senior A Preferred Stock | September 30, 2022 | ||
Project Alpine Co-Invest Fund, L.P. |
LP Interest | June 10, 2022 | ||
Securiti, Inc. |
Series C Preferred Shares | July 28.2022 | ||
Accelerate Topco Holdings, LLC |
Common Units |
September 01, 2022 | ||
Orange Blossom Parent, Inc. |
Common Units |
July 29, 2022 | ||
Zoro TopCo, Inc. |
Series A Preferred Equity |
November 22, 2022 | ||
Zoro TopCo, L.P. |
Class A Common Units |
November 22, 2022 | ||
LSI Financing 1 DAC* |
Preferred Equity |
December 14, 2022 | ||
Hub International |
Class A Common Units |
September 14, 2023 | ||
Romulus Intermediate Holdings 1 Inc. (dba PetVet) |
Series A Preferred Stock |
November 15, 2023 | ||
KWOL Acquisition Inc. (dba Worldwide Clinical Trials) |
Common Units |
December 12, 2023 | ||
Xoma Corporation |
Common Stock Warrants |
December 15, 2023 | ||
Vestwell Holdings, Inc. |
Series D Preferred Stock |
December 20, 2023 |
| * | Refer to Note 3 “Agreements and Related Party Transactions – Controlled/Affiliated Portfolio Companies”. |
Company(1)(2)(19) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||
Non-controlled/non-affiliated |
||||||||||||||||||||||||
Debt Investments(5) |
||||||||||||||||||||||||
Aerospace & Defense |
||||||||||||||||||||||||
ManTech International Corporation(10) |
First lien senior secured loan | S + 5.75% | 9/2029 | $ | 43,895 | $ | 43,045 | $ | 43,017 | 2.1 | % | |||||||||||||
ManTech International Corporation(15)(16)(17) |
First lien senior secured delayed draw term loan | S + 5.75% | 9/2024 | — | (100 | ) | (104 | ) | — | % | ||||||||||||||
ManTech International Corporation(15)(16) |
First lien senior secured revolving loan | S + 5.75% |
9/2028 |
— |
(106 |
) |
(112 |
) |
— |
% | ||||||||||||||
| 42,839 | 42,801 | 2.1 | % | |||||||||||||||||||||
Application Software |
||||||||||||||||||||||||
Anaplan, Inc.(9) |
First lien senior secured loan | S + 6.50% | 6/2029 | $ | 90,055 | 89,203 | 89,829 | 4.4 | % | |||||||||||||||
Anaplan, Inc.(15)(16) |
First lien senior secured revolving loan | S + 6.50% | 6/2028 | — | (59 | ) | (16 | ) | — | % | ||||||||||||||
Armstrong Bidco Limited(12)(20) |
First lien senior secured loan | SA + 5.25% | 6/2029 | 31,962 | 31,919 | 31,562 | 1.5 | % | ||||||||||||||||
Armstrong Bidco Limited(12)(15)(17)(20) |
First lien senior secured delayed draw term loan | SA + 5.25% | 6/2025 | 12,942 | 12,914 | 12,780 | 0.6 | % | ||||||||||||||||
Avalara, Inc.(10) |
First lien senior secured loan | S + 7.25% | 10/2028 | 22,727 | 22,395 | 22,386 | 1.1 | % | ||||||||||||||||
Avalara, Inc.(15)(16) |
First lien senior secured revolving loan | S + 7.25% | 10/2028 | — | (33 | ) | (34 | ) | — | % | ||||||||||||||
Certify, Inc.(6) |
First lien senior secured loan | L + 5.50% | 2/2024 | 11,408 | 11,260 | 11,408 | 0.6 | % | ||||||||||||||||
Community Brands ParentCo, LLC(9) |
First lien senior secured loan | S + 5.75% | 2/2028 | 6,327 | 6,215 | 6,232 | 0.3 | % | ||||||||||||||||
Community Brands ParentCo, LLC(15)(16)(17) |
First lien senior secured delayed draw term loan | S + 5.75% | 2/2024 | — | (6 | ) | (4 | ) | — | % | ||||||||||||||
Community Brands ParentCo, LLC(15)(16) |
First lien senior secured revolving loan | S + 5.75% | 2/2028 | — | (6 | ) | (6 | ) | — | % | ||||||||||||||
Fullsteam Operations, LLC(7)(15)(17) |
First lien senior secured delayed draw term loan | L + 7.50% (3.00% PIK) |
5/2024 | 30,606 | 29,700 | 29,971 | 1.5 | % | ||||||||||||||||
Grayshift, LLC(9) |
First lien senior secured loan | S + 7.50% | 7/2028 | 53,923 | 53,423 | 53,518 | 2.6 | % | ||||||||||||||||
Grayshift, LLC(15)(16) |
First lien senior secured revolving loan | S + 7.50% | 7/2028 | — | (53 | ) | (44 | ) | — | % | ||||||||||||||
Motus Group, LLC(6) |
Second lien senior secured loan | L + 6.50% | 12/2029 | 16,557 | 16,408 | 16,226 | 0.8 | % | ||||||||||||||||
Perforce Software, Inc.(9) |
First lien senior secured loan | S + 4.50% | 7/2026 | 14,925 | 14,602 | 14,701 | 0.7 | % | ||||||||||||||||
Zendesk, Inc.(10) |
First lien senior secured loan | S + 6.50% | 11/2028 | 58,534 | 57,379 | 57,070 | 2.8 | % | ||||||||||||||||
Company(1)(2)(19) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||
Zendesk, Inc.(15)(16)(17) |
First lien senior secured delayed draw term loan | S + 6.50% | 11/2024 | — | (534 | ) | (220 | ) | — | % | ||||||||||||||
Zendesk, Inc.(15)(16) |
First lien senior secured revolving loan | S + 6.50% | 11/2028 | — | (118 | ) | (151 | ) | — | % | ||||||||||||||
| 344,609 | 345,208 | 16.9 | % | |||||||||||||||||||||
Beverages |
||||||||||||||||||||||||
Innovation Ventures HoldCo, LLC(9) |
First lien senior secured loan | S + 6.25% | 3/2027 | $ | 50,000 | 49,180 | 49,000 | 2.4 | % | |||||||||||||||
Buildings & Real Estate |
||||||||||||||||||||||||
Associations, Inc.(10) |
First lien senior secured loan | S + 6.50% (2.50% PIK) |
7/2027 | $ | 20,512 | 20,273 | 20,461 | 1.0 | % | |||||||||||||||
Commercial Services & Supplies |
||||||||||||||||||||||||
Denali BuyerCo, LLC (dba Summit Companies)(7) |
First lien senior secured loan | L + 5.75% | 9/2028 | $ | 42,245 | 41,363 | 41,823 | 2.0 | % | |||||||||||||||
SimpliSafe Holding Corporation(9) |
First lien senior secured loan | S + 6.25% | 5/2028 | 61,420 | 60,299 | 60,652 | 3.0 | % | ||||||||||||||||
SimpliSafe Holding Corporation(15)(16)(17) |
First lien senior secured delayed draw term loan | S + 6.25% | 5/2024 | — | (69 | ) | (19 | ) | — | % | ||||||||||||||
| 101,593 | 102,456 | 5.0 | % | |||||||||||||||||||||
Construction & Engineering |
||||||||||||||||||||||||
Dodge Construction Network(11) |
First lien senior secured loan | S + 4.75% | 2/2029 | $ | 12,438 | 12,267 | 10,572 | 0.5 | % | |||||||||||||||
Containers & Packaging |
||||||||||||||||||||||||
Five Star Lower Holding LLC(11) |
First lien senior secured loan | S + 4.25% | 5/2029 | $ | 21,820 | 21,519 | 21,275 | 1.0 | % | |||||||||||||||
Diversified Consumer Services |
||||||||||||||||||||||||
Litera Bidco LLC(9) |
First lien senior secured loan | S + 6.00% | 5/2026 | $ | 20,467 | 20,256 | 20,467 | 1.0 | % | |||||||||||||||
Sophia, L.P.(9) |
First lien senior secured loan | S + 4.25% | 10/2027 | 9,950 | 9,861 | 9,925 | 0.5 | % | ||||||||||||||||
| 30,117 | 30,392 | 1.5 | % | |||||||||||||||||||||
Diversified Financial Services |
||||||||||||||||||||||||
BTRS Holdings Inc. (dba Billtrust)(10) |
First lien senior secured loan | S + 7.25% | 12/2028 | $ | 2,309 | 2,240 | 2,244 | 0.1 | % | |||||||||||||||
BTRS Holdings Inc. (dba Billtrust)(15)(17) |
First lien senior secured delayed draw term loan | S + 7.25% | 12/2024 | — | — | (5 | ) | — | % | |||||||||||||||
BTRS Holdings Inc. (dba Billtrust)(15)(16) |
First lien senior secured revolving loan | S + 7.25% | 12/2028 | — | (7 | ) | (7 | ) | — | % | ||||||||||||||
Ministry Brands Holdings, LLC(6) |
First lien senior secured loan | L + 5.50% | 12/2028 | 17,523 | 17,212 | 17,085 | 0.8 | % | ||||||||||||||||
Ministry Brands Holdings, LLC(15)(16)(17) |
First lien senior secured delayed draw term loan | L + 5.50% | 12/2023 | — | (48 | ) | (85 | ) | — | % | ||||||||||||||
Company(1)(2)(19) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||
Ministry Brands Holdings, LLC(6)(15) |
First lien senior secured revolving loan | L + 5.50% | 12/2027 | 847 | 819 | 805 | — | % | ||||||||||||||
Smarsh Inc.(11) |
First lien senior secured loan | S + 6.50% | 2/2029 | 26,667 | 26,426 | 26,400 | 1.3 | % | ||||||||||||||
Smarsh Inc.(11)(15)(17) |
First lien senior secured delayed draw term loan | S + 6.50% | 2/2024 | 3,333 | 3,271 | 3,300 | 0.2 | % | ||||||||||||||
Smarsh Inc.(15)(16) |
First lien senior secured revolving loan | S + 6.50% | 2/2029 | — | (15 | ) | (17 | ) | — | % | ||||||||||||
| 49,898 | 49,720 | 2.4 | % | |||||||||||||||||||
Electrical Equipment |
||||||||||||||||||||||
BCPE Watson (DE) ORML, LP(11)(20) |
First lien senior secured loan | S + 6.50% | 7/2028 | $ | 100,000 | 99,064 | 99,000 | 4.8 | % | |||||||||||||
Food & Staples Retailing |
||||||||||||||||||||||
CFS Brands, LLC(11) |
First lien senior secured loan | S + 3.00% | 3/2025 | $ | 8,859 | 8,620 | 8,372 | 0.4 | % | |||||||||||||
The NPD Group, L.P.(9) |
First lien senior secured loan | S + 6.25% (2.75%PIK) |
12/2028 | 142,301 | 139,514 | 139,456 | 6.8 | % | ||||||||||||||
The NPD Group, L.P.(9)(15) |
First lien senior secured revolving loan | S + 5.75% | 12/2027 | 1,087 | 920 | 906 | 0.1 | % | ||||||||||||||
| 149,054 | 148,734 | 7.3 | % | |||||||||||||||||||
Health Care Technology |
||||||||||||||||||||||
Athenahealth Group Inc.(9)(13) |
First lien senior secured loan | S + 3.50% | 2/2029 | $ | 7,096 | 6,736 | 6,390 | 0.3 | % | |||||||||||||
Athenahealth Group Inc.(13)(15)(16)(17) |
First lien senior secured delayed draw term loan | S + 3.50% | 8/2023 | — | (43 | ) | (83 | ) | — | % | ||||||||||||
Color Intermediate, LLC (dba ClaimsXten)(10) |
First lien senior secured loan | S + 5.50% | 10/2029 | 39,525 | 38,755 | 38,735 | 1.9 | % | ||||||||||||||
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(15)(17) |
First lien senior secured delayed draw term loan | S + 6.00% | 10/2023 | 2,394 | 2,283 | 2,220 | 0.1 | % | ||||||||||||||
Hyland Software, Inc.(6) |
Second lien senior secured loan | L + 6.25% | 7/2025 | 7,187 | 7,111 | 6,792 | 0.3 | % | ||||||||||||||
Iconic IMO Merger Sub, Inc.(11) |
First lien senior secured loan | S + 6.00% | 5/2029 | 20,794 | 20,407 | 20,534 | 1.0 | % | ||||||||||||||
Iconic IMO Merger Sub, Inc.(15)(16)(17) |
First lien senior secured delayed draw term loan | S + 6.00% | 5/2024 | — | (45 | ) | (12 | ) | — | % | ||||||||||||
Iconic IMO Merger Sub, Inc.(11)(15) |
First lien senior secured revolving loan | S + 6.00% | 5/2028 | 472 | 427 | 440 | — | % | ||||||||||||||
Imprivata, Inc.(9)(13) |
First lien senior secured loan | S + 4.25% | 12/2027 | 5,393 | 5,256 | 5,191 | 0.3 | % | ||||||||||||||
Imprivata, Inc.(9) |
Second lien senior secured loan | S + 6.25% | 12/2028 | 17,648 | 17,472 | 17,207 | 0.8 | % | ||||||||||||||
Company(1)(2)(19) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||
Inovalon Holdings, Inc.(7) |
First lien senior secured loan | L + 6.25% (2.75%PIK) |
11/2028 | 12,990 | 12,715 | 12,665 | 0.6 | % | ||||||||||||||||
Inovalon Holdings, Inc.(15)(16)(17) |
First lien senior secured delayed draw term loan | L + 5.75% | 5/2024 | — | (14 | ) | (17 | ) | — | % | ||||||||||||||
Inovalon Holdings, Inc.(7) |
Second lien senior secured loan | L + 10.50% PIK | 11/2033 | 39,698 | 39,144 | 39,102 | 1.9 | % | ||||||||||||||||
Interoperability Bidco, Inc. (dba Lyniate)(10) |
First lien senior secured loan | S + 7.00% | 12/2026 | 28,480 | 28,323 | 28,267 | 1.5 | % | ||||||||||||||||
Interoperability Bidco, Inc. (dba Lyniate)(10)(15) |
First lien senior secured revolving loan | S + 7.00% | 12/2024 | 652 | 647 | 642 | — | % | ||||||||||||||||
| 179,174 | 178,073 | 8.7 | % | |||||||||||||||||||||
Health Care Equipment & Supplies |
||||||||||||||||||||||||
Medline Borrower, LP(6)(13) |
First lien senior secured loan | L + 3.25% | 10/2028 | $ | 4,342 | 4,147 | 4,121 | 0.2 | % | |||||||||||||||
Health Care Providers & Services |
||||||||||||||||||||||||
CVET Midco 2, L.P.(10) |
Second lien senior secured loan | S + 9.25% | 10/2030 | $ | 25,000 | 24,498 | 24,490 | 1.2 | % | |||||||||||||||
Engage Debtco Limited(10)(20) |
First lien senior secured loan | S + 5.75% | 7/2029 | 12,500 | 12,205 | 12,219 | 0.6 | % | ||||||||||||||||
Plasma Buyer LLC (dba PathGroup)(9) |
First lien senior secured loan | S + 5.75% | 5/2029 | 16,974 | 16,658 | 16,677 | 0.8 | % | ||||||||||||||||
Plasma Buyer LLC (dba PathGroup)(15)(16)(17) |
First lien senior secured delayed draw term loan | S + 5.75% | 5/2024 | — | (40 | ) | (33 | ) | — | % | ||||||||||||||
Plasma Buyer LLC (dba PathGroup)(15)(16) |
First lien senior secured revolving loan | S + 5.75% | 5/2028 | — | (34 | ) | (33 | ) | — | % | ||||||||||||||
TC Holdings, LLC (dba TrialCard)(10) |
First lien senior secured loan | S + 5.00% | 4/2027 | 8,884 | 8,806 | 8,862 | 0.4 | % | ||||||||||||||||
TC Holdings, LLC (dba TrialCard)(15)(16) |
First lien senior secured revolving loan | S + 5.00% | 4/2027 | — | (9 | ) | (3 | ) | — | % | ||||||||||||||
| 62,084 | 62,179 | 3.0 | % | |||||||||||||||||||||
Insurance |
||||||||||||||||||||||||
Asurion, LLC(6)(13) |
Second lien senior secured loan | L + 5.25% | 1/2029 | $ | 29,332 | 27,401 | 22,671 | 1.2 | % | |||||||||||||||
AmeriLife Holdings LLC(10) |
First lien senior secured loan | S + 5.75% | 8/2029 | 18,182 | 17,831 | 17,864 | 0.9 | % | ||||||||||||||||
AmeriLife Holdings LLC(11)(15)(17) |
First lien senior secured delayed draw term loan | S + 5.75% | 9/2024 | 3,030 | 2,958 | 2,966 | 0.1 | % | ||||||||||||||||
AmeriLife Holdings LLC(15)(16) |
First lien senior secured revolving loan | S + 5.75% | 8/2028 | — | (43 | ) | (40 | ) | — | % | ||||||||||||||
Hyperion Refinance S.a.r.l (dba Howden Group)(9)(20) |
First lien senior secured loan | S + 5.25% | 11/2027 | 7,286 | 7,144 | 7,140 | 0.3 | % | ||||||||||||||||
Company(1)(2)(19) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||
Hyperion Refinance S.a.r.l (dba Howden Group)(15)(17)(20) |
First lien senior secured delayed draw term loan | S + 5.25% | 4/2023 | — | — | — | — | % | ||||||||||||||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(11) |
First lien senior secured delayed draw term loan | S + 6.00% | 11/2028 | 24,826 | 24,493 | 24,764 | 1.2 | % | ||||||||||||||
| 79,784 | 75,365 | 3.7 | % | |||||||||||||||||||
IT Services |
||||||||||||||||||||||
BCPE Nucleon (DE) SPV, LP(8)(20) |
First lien senior secured loan | L + 7.00% | 9/2026 | $ | 22,679 | 22,480 | 22,622 | 1.1 | % | |||||||||||||
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(10) |
First lien senior secured loan | S + 5.75% | 6/2029 | 66,900 | 65,638 | 66,231 | 3.2 | % | ||||||||||||||
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(15)(16)(17) |
First lien senior secured delayed draw term loan | S + 5.75% | 6/2024 | — | (37 | ) | — | — | % | |||||||||||||
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(15)(16) |
First lien senior secured revolving loan | S + 5.75% | 6/2029 | — | (75 | ) | (41 | ) | — | % | ||||||||||||
| 88,006 | 88,812 | 4.3 | % | |||||||||||||||||||
Life Sciences Tools & Services |
||||||||||||||||||||||
Phoenix Newco, Inc. (dba Parexel)(6) |
Second lien senior secured loan | L + 6.50% | 11/2029 | $ | 5,000 | 4,906 | 4,900 | 0.2 | % | |||||||||||||
Professional Services |
||||||||||||||||||||||
Sovos Compliance, LLC(6)(13) |
First lien senior secured loan | L + 4.50% | 8/2028 | $ | 8,314 | 8,131 | 7,649 | 0.4 | % | |||||||||||||
Pharmaceuticals |
||||||||||||||||||||||
Pacific BidCo Inc.(10)(20) |
First lien senior secured loan | S + 5.75% | 8/2029 | $ | 8,590 | 8,385 | 8,397 | 0.4 | % | |||||||||||||
Pacific BidCo Inc.(15)(16)(17)(20) |
First lien senior secured delayed draw term loan | S + 5.75% | 8/2025 | — | (11 | ) | (10 | ) | — | % | ||||||||||||
| 8,374 | 8,387 | 0.4 | % | |||||||||||||||||||
Real Estate Management & Development |
||||||||||||||||||||||
RealPage, Inc.(6) |
Second lien senior secured loan | L + 6.50% | 4/2029 | $ | 25,000 | 24,679 | 23,937 | 1.2 | % | |||||||||||||
Road & Rail |
||||||||||||||||||||||
Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.)(7)(17) |
First lien senior secured delayed draw term loan | L + 5.75% | 8/2023 | $ | 4,711 | 4,651 | 4,711 | 0.2 | % | |||||||||||||
Specialty Retail |
||||||||||||||||||||||
CDK Global, Inc.(10)(13) |
First lien senior secured loan | S + 4.50% | 7/2029 | $ | 40,000 | 38,867 | 39,592 | 1.9 | % | |||||||||||||
Systems Software |
||||||||||||||||||||||
Appfire Technologies, LLC(10) |
First lien senior secured delayed draw term loan | S + 5.50% | 3/2027 | $ | 1,996 | 1,984 | 1,981 | 0.1 | % | |||||||||||||
Company(1)(2)(19) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||
Appfire Technologies, LLC(15)(16)(17) |
First lien senior secured delayed draw term loan | S + 5.50% | 6/2024 | — | (123 | ) | — | — | % | |||||||||||||||
Appfire Technologies, LLC(10)(15) |
First lien senior secured revolving loan | S + 5.50% | 3/2027 | 93 | 72 | 81 | — | % | ||||||||||||||||
Barracuda Networks, Inc.(10)(13) |
First lien senior secured loan | S + 4.50% | 8/2029 | 45,000 | 43,707 | 43,313 | 2.1 | % | ||||||||||||||||
Barracuda Networks, Inc.(10) |
Second lien senior secured loan | S + 7.00% | 8/2030 | 55,875 | 54,248 | 53,361 | 2.6 | % | ||||||||||||||||
Computer Services, Inc. (dba CSI)(10) |
First lien senior secured loan | S + 6.75% | 11/2029 | 20,000 | 19,605 | 19,600 | 1.0 | % | ||||||||||||||||
Delta TopCo, Inc. (dba Infoblox, Inc.)(10)(13) |
First lien senior secured loan | S + 3.75% | 12/2027 | 9,949 | 9,451 | 9,166 | 0.4 | % | ||||||||||||||||
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(10)(13) |
First lien senior secured loan | S + 4.00% | 11/2026 | 14,885 | 14,215 | 13,359 | 0.7 | % | ||||||||||||||||
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(10) |
Second lien senior secured loan | S + 6.75% | 11/2027 | 20,000 | 19,804 | 18,000 | 0.9 | % | ||||||||||||||||
Ping Identity Holding Corp.(9) |
First lien senior secured loan | S + 7.00% | 10/2029 | 21,818 | 21,498 | 21,491 | 1.1 | % | ||||||||||||||||
Ping Identity Holding Corp.(15)(16) |
First lien senior secured revolving loan | S + 7.00% | 10/2028 | — | (32 | ) | (33 | ) | — | % | ||||||||||||||
Rubrik, Inc.(11) |
First lien senior secured loan | S + 6.50% | 6/2027 | 28,269 | 27,754 | 27,987 | 1.3 | % | ||||||||||||||||
Rubrik, Inc.(10)(15)(17) |
First lien senior secured delayed draw term loan | S + 7.00% | 6/2027 | 1,374 | 1,374 | 1,342 | 0.1 | % | ||||||||||||||||
SailPoint Technologies Holdings, Inc.(9) |
First lien senior secured loan | S + 6.25% | 8/2029 | 114,100 | 111,782 | 111,818 | 5.5 | % | ||||||||||||||||
SailPoint Technologies Holdings, Inc.(15)(16) |
First lien senior secured revolving loan | S + 6.25% | 8/2028 | — | (204 | ) | (218 | ) | — | % | ||||||||||||||
Securonix, Inc.(10) |
First lien senior secured loan | S + 6.50% | 4/2028 | 19,774 | 19,593 | 19,576 | 0.9 | % | ||||||||||||||||
Securonix, Inc.(15)(16) |
First lien senior secured revolving loan | S + 6.50% | 4/2028 | — | (32 | ) | (36 | ) | — | % | ||||||||||||||
Talon MidCo 2 Limited (dba Tufin)(11)(20) |
First lien senior secured loan | S + 7.69% | 8/2028 | 27,641 | 27,117 | 27,157 | 1.3 | % | ||||||||||||||||
Talon MidCo 2 Limited (dba Tufin)(15)(17)(20) |
First lien senior secured delayed draw term loan | S + 7.69% | 8/2024 | — | — | (2 | ) | — | % | |||||||||||||||
Talon MidCo 2 Limited (dba Tufin)(15)(16)(20) |
First lien senior secured revolving loan | S + 7.69% | 8/2028 | — | (26 | ) | (24 | ) | — | % | ||||||||||||||
| 371,787 | 367,919 | 18.0 | % | |||||||||||||||||||||
Total non-controlled/non-affiliated |
$ | 1,795,003 | $ | 1,785,264 | 87.4 | % | ||||||||||||||||||
Company(1)(2)(19) |
Investment |
Interest |
Maturity Date |
Par / Units |
Amortized Cost(3)(4) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||
Equity Investments |
||||||||||||||||||||||
Application Software |
||||||||||||||||||||||
Project Alpine Co-Invest, Fund, L.P.(18)(20)(22) |
L.P. Interest | N/A N/A | N/A | 6,666,667 | 6,670 | 6,667 | 0.3 | % | ||||||||||||||
Zoro TopCo, Inc. (dba Zendesk)(14)(22) |
Series A Preferred Equity | N/A 12.50% PIK |
N/A | 8,057 | 7,775 | 7,775 | 0.4 | % | ||||||||||||||
Zoro TopCo, L.P. (dba Zendesk)(18)(22) |
Class A Common Units | N/A N/A | N/A | 671,414 | 6,714 | 6,714 | 0.3 | % | ||||||||||||||
| 21,159 | 21,156 | 1.0 | % | |||||||||||||||||||
Health Care Technology |
||||||||||||||||||||||
Minerva Holdco, Inc.(14)(22) |
Senior A Preferred Stock | N/A 10.75% PIK |
N/A | 42,758 | 42,039 | 38,483 | 1.9 | % | ||||||||||||||
Orange Blossom Parent, Inc.(18)(22) |
Common Units | N/A N/A | N/A | 16,667 | 1,667 | 1,667 | 0.1 | % | ||||||||||||||
| 43,706 | 40,150 | 2.0 | % | |||||||||||||||||||
Insurance |
||||||||||||||||||||||
Accelerate Topco Holdings, LLC(18)(22) |
Common Units | N/A N/A | N/A | 12,320 | 340 | 340 | — | % | ||||||||||||||
IT Services |
||||||||||||||||||||||
Knockout Intermediate Holdings I Inc. (dba Kaseya)(14)(22) |
Perpetual Preferred Stock | N/A 11.75% PIK |
N/A | 50,000 | 48,812 | 49,375 | 2.4 | % | ||||||||||||||
Systems Software |
||||||||||||||||||||||
Elliott Alto Co-Investor Aggregator L.P.(18)(20)(22) |
L.P. Interest | N/A N/A | N/A | 7,836 | 7,859 | 7,835 | 0.4 | % | ||||||||||||||
Picard Holdco, Inc.(10)(22) |
Senior A Preferred Stock | S + 12.00% (12.00% PIK) |
N/A | 64,242 | 62,419 | 62,316 | 3.0 | % | ||||||||||||||
Halo Parent Newco, LLC(14)(22) |
Class H PIK Preferred Equity | N/A 11.00% PIK |
N/A | 10,610 | 10,427 | 9,708 | 0.5 | % | ||||||||||||||
Project Hotel California Co-Invest Fund, L.P(18)(20)(22) |
L.P. Interest | N/A N/A | N/A | 6,711,769 | 6,717 | 6,712 | 0.3 | % | ||||||||||||||
Securiti, Inc.(18)(22) |
Series C Preferred Shares | N/A N/A | N/A | 1,262,785 | 10,002 | 10,000 | 0.5 | % | ||||||||||||||
| 97,424 | 96,571 | 4.7 | % | |||||||||||||||||||
Total non-controlled/non-affiliated |
$ | 211,441 | $ | 207,592 | 10.2 | % | ||||||||||||||||
Total non-controlled/non-affiliated |
$ | 2,006,444 | $ | 1,992,856 | 97.5 | % | ||||||||||||||||
Non-controlled/affiliated portfolio company equity investments |
||||||||||||||||||||||
Equity Investments |
||||||||||||||||||||||
Pharmaceuticals |
||||||||||||||||||||||
LSI Financing 1 DAC(18)(20)(21)(22) |
Preferred Equity | N/A N/A | N/A | 4,013,497 | 4,046 | 4,013 | 0.2 | % | ||||||||||||||
Total non-controlled/affiliated portfolio company equity investments |
$ | 4,046 | $ | 4,013 | 0.2 | % | ||||||||||||||||
Total Investments |
$ | 2,010,490 | $ | 1,996,869 | 97.7 | % | ||||||||||||||||
| (1) | Certain portfolio company investments are subject to contractual restrictions on sales. |
| (2) | Unless otherwise indicated, all investments are considered Level 3 investments. See Note 6 “Fair Value of Investments”. |
| (3) | The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method. |
| (4) | As of December 31, 2022, the net estimated unrealized loss for U.S. federal income tax purposes was $8.2 million based on a tax cost basis of $2.0 billion. As of December 31, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $14.4 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $6.2 million. |
| (5) | Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, three-, six-, or twelve-month LIBOR), Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six- SOFR), or an Sterling Overnight Interbank Average Rate (“SONIA” or “SA”) at the borrower’s option, and which reset periodically based on the terms of the loan agreement. |
| (6) | The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%. |
| (7) | The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%. |
| (8) | The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2022 was 5.14%. |
| (9) | The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%. |
| (10) | The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%. |
| (11) | The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2022 was 4.78%. |
| (12) | The interest rate on these loans is subject to SONIA, which as of December 31, 2022 was 3.43%. |
| (13) | Level 2 investment. |
| (14) | Contains a fixed rate structure. |
| (15) | Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”. |
| (16) | The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan. |
| (17) | The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date. |
| (18) | Investment is non-income producing. |
| (19) | Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility or SPV Asset Facility I. See Note 5 “Debt”. |
| (20) | This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2022, non-qualifying assets represented 12.0% of total assets as calculated in accordance with the regulatory requirements. |
| (21) | Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% but less than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement. Transactions during the year ended December 31, 2022 in which the Company was an Affiliated Person of the portfolio company are as follows: |
Company |
Fair Value at December 31, 2021 |
Gross Additions (a) |
Gross Reductions (b) |
Net Change in Unrealized Gain/ (Loss) |
Fair Value at December 31, 2022 |
Interest Income |
Dividend Income |
Other Income |
||||||||||||||||||||||||
Non-controlled Affiliates |
||||||||||||||||||||||||||||||||
LSI Financing 1 DAC |
$ | — | $ | 4,046 | $ | — | $ | (33 | ) | $ | 4,013 | $ | — | $ | — | $ | — | |||||||||||||||
Total Non-controlled Affiliates |
$ | — | $ | 4,046 | $ | — | $ | (33 | ) | $ | 4,013 | $ | — | $ | — | $ | — | |||||||||||||||
| (a) | Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind |
| (b) | Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable. |
| (22) | Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2022, the aggregate fair value of these securities is $207.6 million or 10.2% of the Company’s net assets. The acquisition dates of the restricted securities are as follows: |
Portfolio Company |
Investment |
Acquisition Date |
||||
Project Hotel California Co-Invest Fund, L.P. |
L.P. Interest | August 09, 2022 | ||||
Halo Parent Newco, LLC |
Class H PIK Preferred Equity | May 4, 2022 | ||||
Elliott Alto Co-Investor Aggregator L.P. |
L.P. Interest | September 28, 2022 | ||||
Knockout Intermediate Holdings I, Inc. (dba Kaseya) |
Perpetual Preferred Stock | June 23, 2022 | ||||
Minerva Holdco, Inc. |
Senior A Preferred Stock | May 2, 2022 | ||||
Picard Holdco, Inc. |
Senior A Preferred Stock | September 30, 2022 | ||||
Project Alpine Co-Invest Fund, L.P. |
L.P. Interest | June 10, 2022 | ||||
Securiti, Inc. |
Series C Preferred Shares | July 28.2022 | ||||
Accelerate Topco Holdings, LLC |
Common Units | September 01, 2022 | ||||
Orange Blossom Parent, Inc. |
Common Units | July 29, 2022 | ||||
Zoro TopCo, Inc. |
Series A Preferred Equity | November 22, 2022 | ||||
Zoro TopCo, L.P. |
Class A Common Units | November 22, 2022 | ||||
LSI Financing 1 DAC* |
Preferred Equity | December 14, 2022 | ||||
| * | Refer to Note 3 “Agreements and Related Party Transactions – Controlled/Affiliated Portfolio Companies”. |
For the Year Ended December 31, |
Period From (Inception) to |
|||||||||||
2022(1) |
2021(1) |
|||||||||||
Increase (Decrease) in Net Assets Resulting from Operations |
||||||||||||
Net investment income (loss) |
$ | 157,783 | $ | 58,843 | $ | — | ||||||
Net change in unrealized gain (loss) |
31,885 | (13,154 | ) | — | ||||||||
Net realized gain (loss) |
(421 | ) | 43 | — | ||||||||
Net Increase (Decrease) in Net Assets Resulting from Operations |
189,247 | 45,732 | — | |||||||||
Distributions |
||||||||||||
Class S |
(24,054 | ) | (2,388 | ) | — | |||||||
Class D |
(1,323 | ) | (14 | ) | — | |||||||
Class I |
(112,688 | ) | (38,773 | ) | — | |||||||
Net Decrease in Net Assets Resulting from Shareholders’ Distributions |
(138,065 | ) | (41,175 | ) | — | |||||||
Capital Share Transactions |
||||||||||||
Class S: |
||||||||||||
Issuance of shares of common stock |
294,629 | 106,668 | — | |||||||||
Repurchase of common shares |
(3,535 | ) | — | — | ||||||||
Reinvestment of shareholders’ distributions |
11,569 | 789 | — | |||||||||
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions — Class S |
302,663 | 107,457 | — | |||||||||
Class D: |
||||||||||||
Issuance of shares of common stock |
24,759 | 1,065 | — | |||||||||
Repurchase of common shares |
(102 | ) | — | — | ||||||||
Reinvestment of shareholders’ distributions |
411 | 3 | — | |||||||||
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions — Class D |
25,068 | 1,068 | — | |||||||||
Class I: |
||||||||||||
Issuance of shares of common stock |
603,307 | 891,640 | 151 | |||||||||
Repurchase of common shares |
(134,795 | ) | (28,762 | ) | — | |||||||
Reinvestment of shareholders’ distributions |
44,681 | 13,386 | — | |||||||||
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions — Class I |
513,193 | 876,264 | 151 | |||||||||
Total Increase (Decrease) in Net Assets |
892,106 | 989,346 | 151 | |||||||||
Net Assets, at beginning of period |
$ | 989,497 | $ | 151 | $ | — | ||||||
Net Assets, at end of period |
$ | 1,881,603 | $ | 989,497 | $ | 151 | ||||||
(1) |
The Company was initially capitalized on September 30, 2021 and commenced operations on May 2, 2022. |
For the Year Ended December 31, |
||||||||||||
2022(1) |
2021 |
|||||||||||
Cash Flows from Operating Activities |
||||||||||||
Net Increase (Decrease) in Net Assets Resulting from Operations |
$ | 189,247 | $ | 45,732 | $ | — | ||||||
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities: |
||||||||||||
Purchases of investments, net |
(1,363,660 | ) | (2,031,493 | ) | — | |||||||
Proceeds from investments and investment repayments, net |
195,594 | 34,123 | — | |||||||||
Net accretion/amortization of discount/premium on investments |
(9,704 | ) | (2,518 | ) | — | |||||||
Payment-in-kind |
(17,880 | ) | (5,800 | ) | — | |||||||
Payment-in-kind |
(17,903 | ) | (4,783 | ) | — | |||||||
Net change in unrealized (gain) loss on investments |
(30,073 | ) | 13,258 | — | ||||||||
Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies |
(1,797 | ) | (104 | ) | — | |||||||
Net realized (gain) loss on investments |
(585 | ) | (17 | ) | — | |||||||
Amortization of debt issuance costs |
3,437 | 1,967 | — | |||||||||
Changes in operating assets and liabilities: |
||||||||||||
(Increase) decrease in interest receivable |
(12,984 | ) | (18,541 | ) | — | |||||||
(Increase) decrease in prepaid expenses and other assets |
(1,202 | ) | (55 | ) | — | |||||||
(Increase) decrease in due to Adviser |
963 | — | — | |||||||||
(Increase) decrease in due from Adviser |
447 | 21 | (65 | ) | ||||||||
Increase (decrease) in payable for investments purchased |
14,874 | — | — | |||||||||
Increase (decrease) in management fee payable |
871 | 965 | — | |||||||||
Increase (decrease) in performance based incentive fee payable |
7,036 | 2,581 | — | |||||||||
Increase (decrease) in accrued expenses and other liabilities |
8,466 | 3,251 | — | |||||||||
Net cash provided by (used in) operating activities |
(1,034,853 | ) | (1,961,413 | ) | (65 | ) | ||||||
Cash Flows from Financing Activities |
||||||||||||
Borrowings on debt |
1,687,318 | 1,580,054 | — | |||||||||
Payments on debt |
(1,354,000 | ) | (550,361 | ) | — | |||||||
Debt issuance costs |
(8,883 | ) | (13,281 | ) | — | |||||||
Proceeds from issuance of common shares |
922,695 | 999,373 | 151 | |||||||||
Cash distributions paid to shareholders |
(72,277 | ) | (19,694 | ) | — | |||||||
Repurchase of common shares |
(120,200 | ) | (6,703 | ) | — | |||||||
Net cash provided by (used in) financing activities |
1,054,653 | 1,989,388 | 151 | |||||||||
Net increase (decrease) in cash |
19,800 | 27,975 | 86 | |||||||||
Cash, beginning of period |
$ | 28,061 | $ | 86 | $ | — | ||||||
Cash, end of period |
$ | 47,861 | $ | 28,061 | $ | 86 | ||||||
Supplemental and Non-Cash Information |
||||||||||||
Interest paid during the period |
$ | 81,796 | $ | 27,979 | $ | — | ||||||
Distributions declared during the period |
$ | 138,065 | $ | 41,175 | $ | — | ||||||
Reinvestment of distributions during the period |
$ | 56,661 | $ | 14,178 | $ | — | ||||||
Tender offer payable |
$ | 40,291 | $ | 22,059 | $ | — | ||||||
Distribution payable |
$ | 16,870 | $ | 7,303 | $ | — | ||||||
Taxes, including excise tax, paid during the period |
$ | 300 | $ | — | $ | — | ||||||
| (1) | The Company was initially capitalized on September 30, 2021 and commenced operations on May 2, 2022. |
| • | With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations; |
| • | With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee; |
| • | Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee; |
| • | The Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment; |
| • | Each quarter, the Adviser, as the valuation designee, will provide the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, the Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and |
| • | The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention. |
| • | Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. |
| • | Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. |
| • | Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
| • | cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and |
| • | purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions. |
For the Years Ended December 31, |
||||||||
| ($ in thousands) | 2023 |
2022 |
||||||
PIK Interest Income |
$ | 17,313 | $ | 5,913 | ||||
PIK Interest Income as a percentage of Investment Income |
5.8 | % | 6.1 | % | ||||
PIK Dividend Income |
$ | 18,535 | $ | 9,465 | ||||
PIK Dividend Income as a percentage of Investment Income |
6.2 | % | 9.8 | % | ||||
| • | No incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to investors of 1.25% of the Company’s net asset value at the beginning of the quarter. The Company refers to this as the quarterly preferred return. |
| • | All of the Company’s pre-incentive fee net investment income, if any, that exceeds the quarterly preferred return, but is less than or equal to 1.43%, which the Company refers to as the upper level breakpoint, of the Company’s net asset value at the beginning of the quarter, will be payable to the Company’s Adviser. The Company refers to this portion of the incentive fee on income as the “catch-up.” It is intended to provide an incentive fee of 12.50% on all of the
Company’s pre-incentive fee net investment income when the pre-incentive fee net investment income reaches 1.43% of the Company’s net asset value at the beginning of the quarter, measured as of the end of the immediately preceding calendar quarter. The quarterly preferred return of 1.25% and upper level breakpoint of 1.43% are also adjusted for the actual number of days each calendar quarter. |
| • | For any quarter in which the Company’s pre-incentive fee net investment income exceeds the upper level break point of 1.43% of the Company’s net asset value at the beginning of the quarter, the incentive fee on income will equal 12.50% of the amount of the Company’s pre-incentive fee net investment income, because the quarterly preferred return and catch up will have been achieved. |
| • | Pre-incentive fee net investment income is defined as investment income and any other income, accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income does not include any expense support payments or any reimbursement by the Company of expense support payments, or any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. |
| • | With respect to the Company’s outstanding Class S shares equal to 0.85% per annum of the aggregate net asset value of the Company`s outstanding Class S shares; and |
| • | With respect to the Company’s outstanding Class D shares equal to 0.25% per annum of the aggregate net asset value of the Company`s outstanding Class D shares. |
For the Quarter Ended |
Amount of Expense Support |
Recoupment of Expense Support |
Unreimbursed Expense Support |
Effective Rate of Distribution per Share(1) |
Reimbursement Eligibility Expiration |
Operating Expense Ratio(2)(3) |
||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||
| $ | 174 | $ | 174 | $ | — | 6.3 | % | June 30, 2025 | — | % | ||||||||||||||
Total |
$ | 174 | $ | 174 | $ | — | ||||||||||||||||||
| (1) | The effective rate of distribution per share is expressed as a percentage equal to the projected annualized distribution amount as of the end of the applicable period (which is calculated by annualizing the regular monthly cash distributions per share as of such date without compounding), divided by the Company’s net asset value per share as of such date. |
| (2) | The operating expense ratio is calculated by dividing operating expenses, less organizational and offering expenses, base management and incentive fees owed to the Adviser, and interest expense, by the Company’s net assets. |
| (3) | The operating expense ratio for the period presented rounds to less than 0.01%. |
As of |
As of |
|||||||||||||||
| ($ in thousands) | Amortized Cost |
Fair Value |
Amortized Cost |
Fair Value |
||||||||||||
First-lien senior secured debt investments |
$ | 2,731,855 | $ | 2,750,873 | $ | 1,559,332 | $ | 1,558,578 | ||||||||
Second-lien senior secured debt investments |
244,033 | 240,627 | 235,671 | 226,686 | ||||||||||||
Preferred equity investments(1) |
208,036 | 211,797 | 185,520 | 181,670 | ||||||||||||
Common equity investments |
40,704 | 43,444 | 29,967 | 29,935 | ||||||||||||
Total Investments |
$ | 3,224,628 | $ | 3,246,741 | $ | 2,010,490 | $ | 1,996,869 | ||||||||
| (1) | Includes equity investment in LSI Financing. |
As of |
||||||||
Aerospace & Defense |
1.8 | % | 2.2 | % | ||||
Application Software |
12.9 | % | 18.2 | % | ||||
Banks |
1.9 | % | — | % | ||||
Beverages |
1.5 | % | 2.5 | % | ||||
Buildings & Real Estate |
0.6 | % | 1.0 | % | ||||
Building Products |
0.3 | % | — | % | ||||
Commercial Services & Supplies |
3.8 | % | 5.1 | % | ||||
Construction & Engineering |
0.5 | % | 0.5 | % | ||||
Containers & Packaging |
0.8 | % | 1.1 | % | ||||
Diversified Consumer Services |
1.2 | % | 1.5 | % | ||||
Diversified Financial Services |
2.8 | % | 2.5 | % | ||||
Electrical Equipment |
3.1 | % | 5.0 | % | ||||
Energy Equipment & Services |
0.2 | % | — | % | ||||
Food & Staples Retailing |
4.5 | % | 7.5 | % | ||||
Health Care Equipment & Supplies |
1.9 | % | 0.2 | % | ||||
Health Care Providers & Services |
5.2 | % | 3.1 | % | ||||
Health Care Technology |
11.4 | % | 10.9 | % | ||||
Insurance |
6.3 | % | 3.8 | % | ||||
IT Services |
6.0 | % | 6.9 | % | ||||
Life Sciences Tools & Services |
1.8 | % | 0.3 | % | ||||
Machinery |
0.5 | % | — | % | ||||
Pharmaceuticals(1) |
0.8 | % | 0.6 | % | ||||
Professional Services |
3.9 | % | 0.4 | % | ||||
Real Estate Management & Development |
2.3 | % | 1.2 | % | ||||
Road & Rail |
— | % | 0.2 | % | ||||
Specialty Retail |
— | % | 2.0 | % | ||||
Systems Software |
24.0 | % | 23.3 | % | ||||
Total |
100.0 | % | 100.0 | % | ||||
| (1) | Includes equity investment in LSI Financing. |
As of |
||||||||
United States: |
||||||||
Midwest |
17.1 | % | 12.0 | % | ||||
Northeast |
19.1 | % | 25.9 | % | ||||
South |
26.8 | % | 35.2 | % | ||||
West |
26.2 | % | 21.7 | % | ||||
International |
10.8 | % | 5.2 | % | ||||
Total |
100.0 | % | 100.0 | % | ||||
As of |
||||||||||||||||||||
| ($ in thousands) | Aggregate Principal Committed |
Outstanding Principal |
Amount Available(1) |
Unamortized Debt Issuance Costs |
Net Carrying Value |
|||||||||||||||
Revolving Credit Facility |
$ | 875,000 | $ | 541,410 | $ | 333,590 | $ | (7,772 | ) | $ | 533,638 | |||||||||
SPV Asset Facility I |
750,000 | 550,000 | 41,800 | (4,043 | ) | 545,957 | ||||||||||||||
SPV Asset Facility II |
250,000 | — | 158,797 | (2,333 | ) | (2,333 | ) | |||||||||||||
Series 2023A Notes |
100,000 | 100,000 | — | (1,018 | ) | 98,982 | ||||||||||||||
Series 2023B-A Notes |
100,000 | 100,000 | — | (826 | ) | 99,174 | ||||||||||||||
Series 2023B-B Notes |
75,000 | 75,000 | — | (768 | ) | 74,232 | ||||||||||||||
Total Debt |
$ | 2,150,000 | $ | 1,366,410 | $ | 534,187 | $ | (16,760 | ) | $ | 1,349,650 | |||||||||
| (1) | The amount available reflects any collateral related limitations at the Company level related to each credit facility’s borrowing base. |
As of |
||||||||||||||||||||
| ($ in thousands) | Aggregate Principal Committed |
Outstanding Principal |
Amount Available(1) |
Unamortized Debt Issuance Costs |
Net Carrying Value |
|||||||||||||||
Revolving Credit Facility |
$ | 750,000 | $ | 415,229 | $ | 18,647 | $ | (4,567 | ) | $ | 410,661 | |||||||||
SPV Asset Facility I |
1,000,000 | 614,000 | 2,867 | (6,747 | ) | 607,253 | ||||||||||||||
Total Debt |
$ | 1,750,000 | $ | 1,029,229 | $ | 21,514 | $ | (11,314 | ) | $ | 1,017,914 | |||||||||
| (1) | The amount available reflects any collateral related limitations at the Company level related to each credit facility’s borrowing base. |
For the Year Ended December 31, |
||||||||
| ($ in thousands) | 2023 |
2022(1) |
||||||
Interest expense(2) |
$ | 87,693 | $ | 30,161 | ||||
Amortization of debt issuance costs |
3,437 | 1,967 | ||||||
Total Interest Expense |
$ | 91,130 | $ | 32,128 | ||||
Average interest rate(3)(4) |
8.0 | % | 6.6 | % | ||||
Average daily outstanding borrowings(3)(4) |
$ | 1,079,312 | $ | 676,278 | ||||
| (1) | The Company commenced operations on May 2, 2022. |
| (2) | For the period ended December 31, 2022, interest expense excludes approximately $0.6 million of financing fees incurred in connection with the Macquarie warehouse agreements prior to the commencement of operations on May 2, 2022. |
| (3) | For the period ended December 31, 2022, averages reflect the period from May 2, 2022, the date of the agreement, through December 31, 2022. |
| (4) | Averages are calculated based on annualized amounts. |
As of |
||||||||||||||||
| ($ in thousands) | Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Cash (including restricted cash) |
$ | 47,861 | $ | — | $ | — | $ | 47,861 | ||||||||
Investments: |
||||||||||||||||
First-lien senior secured debt investments |
— | 614,407 | 2,136,466 | 2,750,873 | ||||||||||||
Second-lien senior secured debt investments |
— | 60,147 | 180,480 | 240,627 | ||||||||||||
Preferred equity investments |
— | — | 211,797 | 211,797 | ||||||||||||
Common equity investments |
— | — | 43,444 | 43,444 | ||||||||||||
Total Investments at fair value |
$ | — | $ | 674,554 | $ | 2,572,187 | $ | 3,246,741 | ||||||||
As of |
||||||||||||||||
| ($ in thousands) | Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Cash (including restricted cash) |
$ | 28,061 | $ | — | $ | — | $ | 28,061 | ||||||||
First-lien senior secured debt investments |
— | 128,697 | 1,429,881 | 1,558,578 | ||||||||||||
Second-lien senior secured debt investments |
— | 22,671 | 204,015 | 226,686 | ||||||||||||
Preferred equity investments |
— | — | 181,670 | 181,670 | ||||||||||||
Common equity investments |
— | — | 29,935 | 29,935 | ||||||||||||
Total Investments |
$ | — | $ | 151,368 | $ | 1,845,501 | $ | 1,996,869 | ||||||||
As of and for the Year Ended |
||||||||||||||||||||
| ($ in thousands) | First-lien senior secured debt investments |
Second-lien senior secured debt investments |
Preferred equity investments |
Common equity investments |
Total |
|||||||||||||||
Fair value, beginning of period |
$ | 1,429,881 | $ | 204,015 | $ | 181,670 | $ | 29,935 | $ | 1,845,501 | ||||||||||
Purchases of investments, net |
872,252 | — | 16,889 | 10,737 | 899,878 | |||||||||||||||
Payment-in-kind |
10,478 | 7,401 | 17,904 | — | 35,783 | |||||||||||||||
Proceeds from investments, net |
(150,365 | ) | — | (13,549 | ) | — | (163,914 | ) | ||||||||||||
Net change in unrealized gain (loss) |
10,032 | (435 | ) | 7,612 | 2,772 | 19,981 | ||||||||||||||
Net realized gains (losses) |
(2 | ) | — | 587 | — | 585 | ||||||||||||||
Net accretion/amortization of discount/premium on investments |
5,962 | 228 | 684 | — | 6,874 | |||||||||||||||
Transfers into (out of) Level 3(1) |
(41,772 | ) | (30,729 | ) | — | — | (72,501 | ) | ||||||||||||
Fair value, end of period |
$ | 2,136,466 | $ | 180,480 | $ | 211,797 | $ | 43,444 | $ | 2,572,187 | ||||||||||
| (1) | Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the period ended December 31, 2023, transfers into Level 3 out of Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies. |
As of and for the Year Ended |
||||||||||||||||||||
| ($ in thousands) | First-lien senior secured debt investments |
Second-lien senior secured debt investments |
Preferred equity investments |
Common equity investments |
Total |
|||||||||||||||
Fair value, beginning of period |
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Purchases of investments, net |
1,458,109 | 205,021 | 180,606 | 29,967 | 1,873,703 | |||||||||||||||
Payment-in-kind |
2,682 | 3,135 | 4,766 | — | 10,583 | |||||||||||||||
Proceeds from investments, net |
(33,803 | ) | — | — | — | (33,803 | ) | |||||||||||||
Net change in unrealized gain (loss) |
1,019 | (4,254 | ) | (3,851 | ) | (32 | ) | (7,118 | ) | |||||||||||
Net realized gains (losses) |
17 | — | — | — | 17 | |||||||||||||||
Net accretion/amortization of discount/premium on investments |
1,857 | 113 | 149 | — | 2,119 | |||||||||||||||
Transfers into (out of) Level 3(2) |
— | — | — | — | — | |||||||||||||||
Fair value, end of period |
$ | 1,429,881 | $ | 204,015 | $ | 181,670 | $ | 29,935 | $ | 1,845,501 | ||||||||||
| (1) | The Company commenced operations on May 2, 2022. |
| (2) | Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. |
For the Years Ended December 31, |
||||||||
| ($ in thousands) | 2023 |
2022(1) |
||||||
First-lien senior secured debt investments |
$ | 10,604 | $ | 1,019 | ||||
Second-lien senior secured debt investments |
(435 | ) | (4,254 | ) | ||||
Preferred equity investments |
7,612 | (3,851 | ) | |||||
Common equity investments |
2,772 | (32 | ) | |||||
Total Investments |
$ | 20,553 | $ | (7,118 | ) | |||
| (1) | The company commenced operations on May 2, 2022. |
As of | ||||||||||||
| ($ in thousands) | Fair Value |
Valuation Technique |
Unobservable Input |
Range (Weighted Average) |
Impact to Valuation from an Increase in Input | |||||||
First-lien senior secured debt investments |
$ | 1,796,935 | Yield Analysis | Market Yield | 8.2% - 17.1% (11.9%) |
Decrease | ||||||
| $ | 339,531 | Recent Transaction | Transaction Price | 97.0% - 99.8% (98.7%) |
Increase | |||||||
Second-lien senior secured debt investments |
$ | 180,480 | Yield Analysis | Market Yield | 11.4% - 17.7% (15.7%) |
Decrease | ||||||
Preferred equity investments |
$ | 133,641 | Yield Analysis | Market Yield | 10.4% - 20.0% (14.6%) |
Decrease | ||||||
| $ | 68,858 | Recent Transaction | Transaction Price | 98.0% - 107.5% (106.6%) |
Increase | |||||||
| $ | 9,298 | Market Approach | Revenue | 18.0x - 18.0x (18.0x) |
Increase | |||||||
Common equity investments |
$ | 22,800 | Market Approach | Revenue | 6.3x - 14.7x (11.4x) |
Increase | ||||||
| $ | 9,945 | Market Approach | EBITDA Multiple | 9.1x - 34.5x (13.7x) |
Increase | |||||||
| $ | 10,699 | Recent Transaction | Transaction Price | 100.0% - 100.0% (100.0%) |
Increase | |||||||
As of | ||||||||||||
| ($ in thousands) | Fair Value |
Valuation Technique |
Unobservable Input |
Range (Weighted Average) |
Impact to Valuation from an Increase in Input | |||||||
First-lien senior secured debt investments |
$ | 1,261,664 | Yield Analysis | Market Yield | 8.2% - 19.3% (11.4%) |
Decrease | ||||||
| $ | 168,217 | Recent Transaction | Transaction Price | 97.2% - 98.5% (98.0%) |
Increase | |||||||
Second-lien senior secured debt investments |
$ | 179,525 | Yield Analysis | Market Yield | 12.7% - 20.1% (15.4%) |
Decrease | ||||||
| $ | 24,490 | Recent Transaction | Transaction Price | 98.0% - 98.0% (98.0%) |
Increase | |||||||
Preferred equity investments |
$ | 159,881 | Yield Analysis | Market Yield | 11.9% - 20.6% (16.0%) |
Decrease | ||||||
| $ | 11,789 | Recent Transaction | Transaction Price | 96.5% - 100.0% (97.7%) |
Increase | |||||||
| $ | 10,000 | Market Approach | EBITDA Multiple | 33.8x - 33.8x (33.8x) |
Increase | |||||||
Common equity investments |
$ | 13,378 | Market Approach | Revenue | 11.0x - 16.6x (13.8x) |
Increase | ||||||
| $ | 9,843 | Market Approach | EBITDA Multiple | 11.4x - 31.6x (15.0x) |
Increase | |||||||
| $ | 6,714 | Recent Transaction | Transaction Price | 100.0% - 100.0% (100.0%) |
Increase | |||||||
As of |
As of |
|||||||||||||||||||||||
| ($ in thousands) | Net Carrying Value(1) |
Debt Issuance Costs |
Fair Value |
Net Carrying Value(1) |
Debt Issuance Costs |
Fair Value |
||||||||||||||||||
Revolving Credit Facility |
$ | 533,638 | $ | (7,772 | ) | $ | 533,638 | $ | 410,661 | $ | (4,567 | ) | $ | 410,661 | ||||||||||
SPV Asset Facility I |
545,957 | (4,043 | ) | 545,957 | 607,253 | (6,747 | ) | 607,253 | ||||||||||||||||
SPV Asset Facility II |
(2,333 | ) | (2,333 | ) | (2,333 | ) | — | — | — | |||||||||||||||
Series 2023A Notes |
98,982 | (1,018 | ) | 100,000 | — | — | — | |||||||||||||||||
Series 2023B-A Notes |
99,174 | (826 | ) | 100,000 | — | — | — | |||||||||||||||||
Series 2023B-B Notes |
74,232 | (768 | ) | 75,000 | — | — | — | |||||||||||||||||
Total Debt |
$ | 1,349,650 | $ | (16,760 | ) | $ | 1,352,262 | $ | 1,017,914 | $ | (11,314 | ) | $ | 1,017,914 | ||||||||||
| (1) | Carrying values are presented net of debt issuance costs. |
As of |
||||||||
| ($ in thousands) | ||||||||
Level 1 |
$ | — | $ | — | ||||
Level 2 |
— | — | ||||||
Level 3 |
1,352,262 | 1,017,914 | ||||||
Total Debt |
$ | 1,352,262 | $ | 1,017,914 | ||||
As of |
||||||||||
Portfolio Company |
Investment |
|||||||||
| ($ in thousands) | ||||||||||
Activate Holdings (US) Corp. (dba Absolute Software) |
First lien senior secured revolving loan |
$ | 2,408 | $ | — | |||||
AmeriLife Holdings LLC |
First lien senior secured delayed draw term loan | 762 | 1,515 | |||||||
AmeriLife Holdings LLC |
First lien senior secured revolving loan | 2,273 | 2,273 | |||||||
AmeriLife Holdings LLC |
First lien senior secured delayed draw term loan | 3,820 | — | |||||||
Anaplan, Inc. |
First lien senior secured revolving loan | 6,481 | 6,481 | |||||||
Appfire Technologies, LLC |
First lien senior secured delayed draw term loan |
10,587 | 16,366 | |||||||
Appfire Technologies, LLC |
First lien senior secured revolving loan |
1,260 | 1,539 | |||||||
Armstrong Bidco Limited |
First lien senior secured GBP delayed draw term loan | — | 3,734 | |||||||
Athenahealth Group Inc. |
First lien senior secured delayed draw term loan | — | 870 | |||||||
Aurelia Netherlands Midco 2 B.V. |
First lien senior secured EUR term loan |
14,005 | — | |||||||
Aurelia Netherlands Midco 2 B.V. |
First lien senior secured NOK term loan |
14,656 | — | |||||||
Aurelia Netherlands Midco 2 B.V. |
First lien senior secured EUR revolving loan |
1,556 | — | |||||||
Avalara, Inc. |
First lien senior secured revolving loan | 2,273 | 2,273 | |||||||
Bamboo US BidCo LLC |
First lien senior secured delayed draw term loan | 2,866 | — | |||||||
Bamboo US BidCo LLC |
First lien senior secured revolving loan | 4,103 | — | |||||||
As of |
||||||||||
Portfolio Company |
Investment |
|||||||||
| ($ in thousands) | ||||||||||
BTRS Holdings Inc. (dba Billtrust) |
First lien senior secured delayed draw term loan |
100 | 195 | |||||||
BTRS Holdings Inc. (dba Billtrust) |
First lien senior secured revolving loan |
185 | 246 | |||||||
Certinia, Inc. |
First lien senior secured revolving loan | 5,882 | — | |||||||
Circana Group, L.P. (fka The NPD Group, L.P.) |
First lien senior secured revolving loan |
7,429 | 7,973 | |||||||
Community Brands ParentCo, LLC |
First lien senior secured delayed draw term loan |
750 | 750 | |||||||
Community Brands ParentCo, LLC |
First lien senior secured revolving loan |
375 | 375 | |||||||
Coupa Holdings, LLC |
First lien senior secured delayed draw term loan | 70 | — | |||||||
Coupa Holdings, LLC |
First lien senior secured revolving loan | 54 | — | |||||||
Crewline Buyer, Inc. (dba New Relic) |
First lien senior secured revolving loan |
9,434 | — | |||||||
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.) |
First lien senior secured revolving loan |
91 | — | |||||||
EET Buyer, Inc. (dba e-Emphasys) |
First lien senior secured revolving loan |
344 | — | |||||||
Entrata, Inc. |
First lien senior secured revolving loan | 3,941 | — | |||||||
Faraday Buyer, LLC (dba MacLean Power Systems) |
First lien senior secured delayed draw term loan |
1,896 | — | |||||||
Finastra USA, Inc. |
First lien senior secured revolving loan | 4,608 | — | |||||||
Fullsteam Operations, LLC |
First lien senior secured delayed draw term loan | — | 19,934 | |||||||
Fullsteam Operations, LLC |
First lien senior secured delayed draw term loan | 145 | — | |||||||
Fullsteam Operations, LLC |
First lien senior secured delayed draw term loan | 93 | — | |||||||
As of |
||||||||||
Portfolio Company |
Investment |
|||||||||
| ($ in thousands) | ||||||||||
Fullsteam Operations, LLC |
First lien senior secured revolving loan | 37 | — | |||||||
GI Ranger Intermediate, LLC (dba Rectangle Health) |
First lien senior secured delayed draw term loan |
7,600 | 7,600 | |||||||
Grayshift, LLC |
First lien senior secured revolving loan | 5,806 | 5,806 | |||||||
Hyland Software, Inc. |
First lien senior secured revolving loan | 1,919 | — | |||||||
Hyperion Refinance S.a.r.l (dba Howden Group) |
First lien senior secured delayed draw term loan |
— | 17,714 | |||||||
Iconic IMO Merger Sub, Inc. |
First lien senior secured delayed draw term loan |
3,127 | 4,963 | |||||||
Iconic IMO Merger Sub, Inc. |
First lien senior secured revolving loan |
2,382 | 2,010 | |||||||
Indikami Bidco, LLC (dba IntegriChain) |
First lien senior secured delayed draw term loan |
4,485 | — | |||||||
Indikami Bidco, LLC (dba IntegriChain) |
First lien senior secured revolving loan |
3,203 | — | |||||||
Inovalon Holdings, Inc. |
First lien senior secured delayed draw term loan | 1,350 | 1,350 | |||||||
Integrated Specialty Coverages, LLC |
First lien senior secured delayed draw term loan |
12,716 | — | |||||||
Integrated Specialty Coverages, LLC |
First lien senior secured revolving loan |
5,934 | — | |||||||
Integrity Marketing Acquisition, LLC |
First lien senior secured delayed draw term loan |
4,567 | — | |||||||
Integrity Marketing Acquisition, LLC |
First lien senior secured revolving loan |
1,135 | — | |||||||
Interoperability Bidco, Inc. (dba Lyniate) |
First lien senior secured revolving loan |
757 | 652 | |||||||
Kaseya Inc. |
First lien senior secured delayed draw term loan | 3,803 | 4,050 | |||||||
Kaseya Inc. |
First lien senior secured revolving loan | 3,038 | 4,050 | |||||||
As of |
||||||||||
Portfolio Company |
Investment |
|||||||||
| ($ in thousands) | ||||||||||
KWOL Acquisition Inc. (dba Worldwide Clinical Trials) |
First lien senior secured revolving loan |
4,112 | — | |||||||
ManTech International Corporation |
First lien senior secured delayed draw term loan |
6,698 | 10,400 | |||||||
ManTech International Corporation |
First lien senior secured revolving loan |
5,590 | 5,590 | |||||||
Ministry Brands Holdings, LLC |
First lien senior secured delayed draw term loan |
— | 5,650 | |||||||
Ministry Brands Holdings, LLC |
First lien senior secured revolving loan |
791 | 847 | |||||||
Neptune Holdings, Inc. (dba NexTech) |
First lien senior secured revolving loan |
4,118 | — | |||||||
Omnia Partners, LLC |
First lien senior secured delayed draw term loan | 172 | — | |||||||
OneOncology LLC |
First lien senior secured delayed draw term loan | 5,357 | — | |||||||
OneOncology LLC |
First lien senior secured revolving loan | 2,857 | — | |||||||
Oranje Holdco, Inc. (dba KnowBe4) |
First lien senior secured revolving loan |
534 | — | |||||||
Pacific BidCo Inc. |
First lien senior secured delayed draw term loan | 954 | 954 | |||||||
PetVet Care Centers, LLC |
First lien senior secured delayed draw term loan | 5,120 | — | |||||||
PetVet Care Centers, LLC |
First lien senior secured revolving loan | 5,373 | — | |||||||
Ping Identity Holding Corp. |
First lien senior secured revolving loan |
2,182 | 2,182 | |||||||
Plasma Buyer LLC (dba PathGroup) |
First lien senior secured delayed draw term loan |
4,412 | 4,412 | |||||||
Plasma Buyer LLC (dba PathGroup) |
First lien senior secured revolving loan |
1,260 | 1,891 | |||||||
Rubrik, Inc. |
First lien senior secured delayed draw term loan | 5,876 | 1,857 | |||||||
As of |
||||||||||
Portfolio Company |
Investment |
|||||||||
| ($ in thousands) | ||||||||||
SailPoint Technologies Holdings, Inc. |
First lien senior secured revolving loan |
10,896 | 10,896 | |||||||
Securonix, Inc. |
First lien senior secured revolving loan | 3,559 | 3,559 | |||||||
Sensor Technology Topco, Inc. (dba Humanetics) |
First lien senior secured revolving loan |
917 | — | |||||||
SimpliSafe Holding Corporation |
First lien senior secured delayed draw term loan |
5,658 | 7,716 | |||||||
Smarsh Inc. |
First lien senior secured delayed draw term loan | 3,333 | 3,333 | |||||||
Smarsh Inc. |
First lien senior secured revolving loan | 267 | 1,667 | |||||||
Talon MidCo 2 Limited (dba Tufin) |
First lien senior secured delayed draw term loan |
145 | 118 | |||||||
Talon MidCo 2 Limited (dba Tufin) |
First lien senior secured revolving loan |
1,369 | 1,369 | |||||||
TC Holdings, LLC (dba TrialCard) |
First lien senior secured revolving loan |
1,071 | 1,071 | |||||||
XRL 1 LLC (dba XOMA) |
First lien senior secured delayed draw term loan | 350 | — | |||||||
Zendesk, Inc. |
First lien senior secured delayed draw term loan | 14,633 | 14,633 | |||||||
Zendesk, Inc. |
First lien senior secured revolving loan | 6,026 | 6,026 | |||||||
Total Unfunded Portfolio Company Commitments |
$ | 267,936 | $ | 196,890 | ||||||
Classification |
Number of Shares |
Par Value |
||||||
Class S Shares |
1,000,000,000 | $ | 0.01 | |||||
Class D Shares |
1,000,000,000 | $ | 0.01 | |||||
Class I Shares |
1,000,000,000 | $ | 0.01 | |||||
Total |
3,000,000,000 | |||||||
For the Year Ended December 31, 2023 |
||||||||||||||||||||||||||||||||
Class S |
Class D |
Class I |
Total |
|||||||||||||||||||||||||||||
| ($ in thousands, except share amounts) | Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
||||||||||||||||||||||||
Shares/gross proceeds from the continuous public offering |
28,953,479 | $ | 296,119 | 2,434,747 | $ | 24,759 | 8,677,527 | $ | 88,135 | 40,065,753 | $ | 409,013 | ||||||||||||||||||||
Shares/gross proceeds from the private placements |
— | — | — | — | 50,470,749 | 515,172 | 50,470,749 | 515,172 | ||||||||||||||||||||||||
Reinvestment of distributions |
1,127,663 | 11,569 | 39,968 | 411 | 4,349,616 | 44,681 | 5,517,247 | 56,661 | ||||||||||||||||||||||||
Repurchased shares |
(346,654 | ) | (3,535 | ) | (10,016 | ) | (102 | ) | (13,157,294 | ) | (134,795 | ) | (13,513,964 | ) | (138,432 | ) | ||||||||||||||||
Total shares/gross proceeds |
29,734,488 | 304,153 | 2,464,699 | 25,068 | 50,340,598 | 513,193 | 82,539,785 | 842,414 | ||||||||||||||||||||||||
Sales load |
— | (1,490 | ) | — | — | — | — | — | (1,490 | ) | ||||||||||||||||||||||
Total shares/net proceeds |
29,734,488 | $ | 302,663 | 2,464,699 | $ | 25,068 | 50,340,598 | $ | 513,193 | 82,539,785 | $ | 840,924 | ||||||||||||||||||||
For the Year Ended December 31, 2022 |
||||||||||||||||||||||||||||||||
Class S |
Class D |
Class I |
Total |
|||||||||||||||||||||||||||||
| ($ in thousands, except share amounts) | Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
||||||||||||||||||||||||
Shares/gross proceeds from the continuous public offering |
10,701,296 | $ | 107,249 | 106,732 | $ | 1,065 | 8,221,693 | $ | 81,980 | 19,029,721 | $ | 190,294 | ||||||||||||||||||||
Shares/gross proceeds from the private placements |
— | — | — | — | 81,114,960 | 809,660 | 81,114,960 | 809,660 | ||||||||||||||||||||||||
Reinvestment of distributions |
79,019 | 789 | 287 | 3 | 1,343,126 | 13,386 | 1,422,432 | 14,178 | ||||||||||||||||||||||||
Repurchased shares |
— | — | — | — | (2,876,529 | ) | (28,762 | ) | (2,876,529 | ) | (28,762 | ) | ||||||||||||||||||||
Total shares/gross proceeds |
10,780,315 | 108,038 | 107,019 | 1,068 | 87,803,250 | 876,264 | 98,690,584 | 985,370 | ||||||||||||||||||||||||
Sales load |
— | (581 | ) | — | — | — | — | — | (581 | ) | ||||||||||||||||||||||
Total shares/net proceeds |
10,780,315 | $ | 107,457 | 107,019 | $ | 1,068 | 87,803,250 | $ | 876,264 | 98,690,584 | $ | 984,789 | ||||||||||||||||||||
From Inception (June 22, 2021) to December 31, 2021 |
||||||||||||||||||||||||||||||||
Class S |
Class D |
Class I |
Total |
|||||||||||||||||||||||||||||
| ($ in thousands, except share amounts) | Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
||||||||||||||||||||||||
Shares/gross proceeds from the continuous public offering |
— | $ | — | — | $ | — | 15,100 | $ | 151 | 15,100 | $ | 151 | ||||||||||||||||||||
Shares/gross proceeds from the private placements |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Reinvestment of distributions |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Repurchased shares |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Total shares/gross proceeds |
— | — | — | — | 15,100 | 151 | 15,100 | 151 | ||||||||||||||||||||||||
Sales load |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Total shares/net proceeds |
— | $ | — | — | $ | — | 15,100 | $ | 151 | 15,100 | $ | 151 | ||||||||||||||||||||
For the Year Ended December 31, 2023 |
||||||||||||||||||||||||||||||||||||
Class S |
Class D |
Class I |
||||||||||||||||||||||||||||||||||
Effective Date |
Net Offering Price (per share) |
Maximum Upfront Sales Load (per share)(1) |
Maximum Offering Price (per share) |
Net Offering Price (per share) |
Maximum Upfront Sales Load (per share)(2) |
Maximum Offering Price (per share) |
Net Offering Price (per share) |
Maximum Upfront Sales Load (per share) |
Maximum Offering Price (per share) |
|||||||||||||||||||||||||||
| $ | 10.02 | $ | — | $ | 10.02 | $ | 10.02 | $ | — | $ | 10.02 | $ | 10.02 | $ | — | $ | 10.02 | |||||||||||||||||||
| $ | 10.17 | $ | — | $ | 10.17 | $ | 10.17 | $ | — | $ | 10.17 | $ | 10.17 | $ | — | $ | 10.17 | |||||||||||||||||||
| $ | 10.15 | $ | — | $ | 10.15 | $ | 10.15 | $ | — | $ | 10.15 | $ | 10.15 | $ | — | $ | 10.15 | |||||||||||||||||||
| $ | 10.12 | $ | — | $ | 10.12 | $ | 10.12 | $ | — | $ | 10.12 | $ | 10.12 | $ | — | $ | 10.12 | |||||||||||||||||||
| $ | 10.15 | $ | — | $ | 10.15 | $ | 10.15 | $ | — | $ | 10.15 | $ | 10.15 | $ | — | $ | 10.15 | |||||||||||||||||||
| $ | 10.11 | $ | — | $ | 10.11 | $ | 10.11 | $ | — | $ | 10.11 | $ | 10.11 | $ | — | $ | 10.11 | |||||||||||||||||||
| $ | 10.14 | $ | — | $ | 10.14 | $ | 10.14 | $ | — | $ | 10.14 | $ | 10.14 | $ | — | $ | 10.14 | |||||||||||||||||||
| $ | 10.21 | $ | — | $ | 10.21 | $ | 10.21 | $ | — | $ | 10.21 | $ | 10.21 | $ | — | $ | 10.21 | |||||||||||||||||||
| $ | 10.26 | $ | — | $ | 10.26 | $ | 10.26 | $ | — | $ | 10.26 | $ | 10.26 | $ | — | $ | 10.26 | |||||||||||||||||||
| $ | 10.28 | $ | — | $ | 10.28 | $ | 10.28 | $ | — | $ | 10.28 | $ | 10.28 | $ | — | $ | 10.28 | |||||||||||||||||||
| $ | 10.21 | $ | — | $ | 10.21 | $ | 10.21 | $ | — | $ | 10.21 | $ | 10.21 | $ | — | $ | 10.21 | |||||||||||||||||||
| $ | 10.32 | $ | — | $ | 10.32 | $ | 10.32 | $ | — | $ | 10.32 | $ | 10.32 | $ | — | $ | 10.32 | |||||||||||||||||||
| (1) | Maximum potential upfront sales load per share on Class S shares that can be charged by financial intermediaries is 3.5% of the net offering price. |
| (2) | Maximum potential upfront sales load per share on Class D shares that can be charged by financial intermediaries is 1.5% of the net offering price. |
For the Year Ended December 31, 2022 |
||||||||||||||||||||||||||||||||||||
Class S |
Class D |
Class I |
||||||||||||||||||||||||||||||||||
Effective Date |
Net Offering Price (per share) |
Maximum Upfront Sales Load (per share)(1) |
Maximum Offering Price (per share) |
Net Offering Price (per share) |
Maximum Upfront Sales Load (per share)(2) |
Maximum Offering Price (per share) |
Net Offering Price (per share) |
Maximum Upfront Sales Load (per share) |
Maximum Offering Price (per share) |
|||||||||||||||||||||||||||
Initial offering price |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 10.00 | $ | — | $ | 10.00 | ||||||||||||||||||
| $ | 9.96 | $ | — | $ | 9.96 | $ | 9.96 | $ | — | $ | 9.96 | $ | 9.96 | $ | — | $ | 9.96 | |||||||||||||||||||
| $ | 9.81 | $ | — | $ | 9.81 | $ | 9.81 | $ | — | $ | 9.81 | $ | 9.81 | $ | — | $ | 9.81 | |||||||||||||||||||
| $ | 10.00 | $ | — | $ | 10.00 | $ | 10.00 | $ | — | $ | 10.00 | $ | 10.00 | $ | — | $ | 10.00 | |||||||||||||||||||
| $ | 10.03 | $ | — | $ | 10.03 | $ | 10.04 | $ | — | $ | 10.04 | $ | 10.04 | $ | — | $ | 10.04 | |||||||||||||||||||
| $ | 9.93 | $ | — | $ | 9.93 | $ | 9.93 | $ | — | $ | 9.93 | $ | 9.93 | $ | — | $ | 9.93 | |||||||||||||||||||
| $ | 9.97 | $ | — | $ | 9.97 | $ | 9.97 | $ | — | $ | 9.97 | $ | 9.97 | $ | — | $ | 9.97 | |||||||||||||||||||
| $ | 10.01 | $ | — | $ | 10.01 | $ | 10.01 | $ | — | $ | 10.01 | $ | 10.01 | $ | — | $ | 10.01 | |||||||||||||||||||
| (1) | Maximum potential upfront sales load per share on Class S shares that can be charged by financial intermediaries is 3.5% of the net offering price. |
| (2) | Maximum potential upfront sales load per share on Class D shares that can be charged by financial intermediaries is 1.5% of the net offering price. |
For the Year Ended December 31, 2023 |
||||||||||||||||||||||
Declaration Date(1) |
Record Date |
Payment Date |
Distribution Per Share(2) |
Distribution Amount(3) |
||||||||||||||||||
| ($ in thousands, except per share amounts) | Class S |
Class D |
Class I |
|||||||||||||||||||
| January 31, 2023 | February 24, 2023 | $ | 0.075000 | $ | 1,010 | $ | 19 | $ | 6,766 | |||||||||||||
| January 31, 2023 | February 24, 2023 | 0.074775 | 909 | 19 | 6,746 | |||||||||||||||||
| February 28, 2023 | March 23, 2023 | 0.074775 | 1,019 | 27 | 7,110 | |||||||||||||||||
| March 31, 2023 | April 26, 2023 | 0.074775 | 1,137 | 38 | 7,193 | |||||||||||||||||
| April 30, 2023 | May 23, 2023 | 0.074775 | 1,296 | 45 | 7,464 | |||||||||||||||||
| May 31, 2023 | June 26, 2023 | 0.074775 | 1,441 | 53 | 7,737 | |||||||||||||||||
| June 30, 2023 | July 26, 2023 | 0.074775 | 1,702 | 83 | 7,916 | |||||||||||||||||
| July 31, 2023 | August 22, 2023 | 0.074775 | 1,878 | 119 | 8,364 | |||||||||||||||||
| October 31, 2023 | November 24, 2023 | 0.020000 | 730 | 46 | 2,578 | |||||||||||||||||
| August 31, 2023 | September 26, 2023 | 0.074775 | 1,999 | 138 | 8,893 | |||||||||||||||||
| September 29, 2023 | October 26, 2023 | 0.074775 | 2,333 | 151 | 9,116 | |||||||||||||||||
| October 31, 2023 | November 24, 2023 | 0.074775 | 2,460 | 166 | 9,640 | |||||||||||||||||
| November 30, 2023 | December 22, 2023 | 0.074775 | 2,603 | 181 | 10,069 | |||||||||||||||||
| December 29, 2023 | January 25, 2024 | 0.074775 | 2,727 | 187 | 10,333 | |||||||||||||||||
| December 29, 2023 | January 25, 2024 | 0.020000 | 810 | 51 | 2,763 | |||||||||||||||||
Total |
$ | 1.012300 | $ | 24,054 | $ | 1,323 | $ | 112,688 | ||||||||||||||
| (1) | On November 20, 2023 the Company’s board of directors declared a distribution of $0.074775 per share, payable on or before February 29, 2024 to shareholders of record as of January 31, 2024. |
| (2) | Distributions per share are gross of shareholder servicing fees. |
| (3) | Distribution amounts are net of shareholder servicing fees. |
For the Year Ended December 31, 2022(3) |
||||||||||||||||||||||
Declaration Date |
Record Date |
Payment Date |
Distribution Per Share(1) |
Distribution Amount(2) |
||||||||||||||||||
| ($ in thousands, except per share amounts) | Class S |
Class D |
Class I |
|||||||||||||||||||
| May 31, 2022 | June 23, 2022 | $ | 0.04583 | $ | — | $ | — | $ | 2,449 | |||||||||||||
| June 30, 2022 | July 26, 2022 | 0.05810 | 4 | — | 3,435 | |||||||||||||||||
| July 31, 2022 | August 24, 2022 | 0.06131 | 70 | — | 4,044 | |||||||||||||||||
| August 31, 2022 | September 26, 2022 | 0.06458 | 169 | — | 4,511 | |||||||||||||||||
| September 30, 2022 | October 26, 2022 | 0.07112 | 336 | — | 5,424 | |||||||||||||||||
| October 31, 2022 | November 26, 2022 | 0.07112 | 461 | 2 | 5,881 | |||||||||||||||||
| November 30, 2022 | December 23, 2022 | 0.07478 | 620 | 4 | 6,462 | |||||||||||||||||
| December 30, 2022 | January 26, 2023 | 0.07478 | 728 | 8 | 6,567 | |||||||||||||||||
Total |
$ | 0.52162 | $ | 2,388 | $ | 14 | $ | 38,773 | ||||||||||||||
| (1) | Distributions per share are gross of shareholder servicing fees. |
| (2) | Distribution amounts are net of shareholder servicing fees. |
| (3) | The Company commenced operations on May 2, 2022. |
For the Year Ended December 31, 2023 |
||||||||||||
Source of Distribution(2) |
Per Share(1) |
Amount |
Percentage |
|||||||||
| ($ in thousands, except per share amounts) | ||||||||||||
Net investment income |
$ | 1.120595 | $ | 157,783 | 114.3 | % | ||||||
Net realized gain (loss) on investments |
0.003228 | 585 | 0.4 | % | ||||||||
Distributions in excess of (undistributed) net investment income |
(0.111523 | ) | (20,303 | ) | (14.7 | )% | ||||||
Total |
$ | 1.012300 | $ | 138,065 | 100.0 | % | ||||||
| (1) | Distributions per share are gross of shareholder servicing fees. |
| (2) | Data in this table is presented on a consolidated basis. Refer to Note 11 “Financial Highlights” for amounts by share class. |
For the Year Ended December 31, 2022(1) |
||||||||||||
Source of Distribution(3) |
Per Share(2) |
Amount |
Percentage |
|||||||||
| ($ in thousands, except per share amounts) | ||||||||||||
Net investment income |
$ | 0.75909 | $ | 58,843 | 142.9 | % | ||||||
Net realized gain (loss) on investments |
0.00017 | 17 | — | % | ||||||||
Distributions in excess of (undistributed) net investment income |
(0.23764 | ) | $ | (17,685 | ) | (42.9 | )% | |||||
Total |
$ | 0.52162 | $ | 41,175 | 100.0 | % | ||||||
| (1) | The company commenced operations on May 2, 2022. |
| (2) | Distributions per share are gross of shareholder servicing fees. |
| (3) | Data in this table is presented on a consolidated basis. Refer to Note 11 “Financial Highlights” for amounts by share class. |
For the Year Ended December 31, 2023 |
||||||||||||||||||||
Offer Date |
Class |
Tender Offer Expiration |
Tender Offer |
Purchase Price per Share |
Shares Repurchased |
|||||||||||||||
| ($ in thousands, except per share and share amounts) | ||||||||||||||||||||
| I | March 31, 2023 | $ | 35,173 | $ | 10.12 | 3,475,640 | ||||||||||||||
| S | March 31, 2023 | 965 | $ | 10.12 | 95,317 | |||||||||||||||
| I | June 30, 2023 | 20,802 | $ | 10.14 | 2,051,539 | |||||||||||||||
| S | June 30, 2023 | 1,425 | $ | 10.14 | 140,508 | |||||||||||||||
| D | June 30, 2023 | 50 | $ | 10.14 | 4,926 | |||||||||||||||
| I | September 29, 2023 | 39,093 | $ | 10.28 | 3,802,783 | |||||||||||||||
| S | September 29, 2023 | 581 | $ | 10.28 | 56,519 | |||||||||||||||
| D | September 29, 2023 | 52 | $ | 10.28 | 5,090 | |||||||||||||||
| I | December 29, 2023 | 39,727 | $ | 10.38 | 3,827,332 | |||||||||||||||
| S | December 29, 2023 | 564 | $ | 10.38 | 54,310 | |||||||||||||||
Total |
$ | 138,432 | 13,513,964 | |||||||||||||||||
For the Year Ended December 31, 2022 |
||||||||||||||||||||
Offer Date |
Class |
Tender Offer Expiration |
Tender Offer |
Purchase Price per Share |
Shares Repurchased |
|||||||||||||||
| ($ in thousands, except per share and share amounts) | ||||||||||||||||||||
| I | September 30, 2022 | $ | 6,703 | $ | 9.93 | 675,034 | ||||||||||||||
| I | December 30, 2022 | $ | 22,059 | $ | 10.02 | 2,201,495 | ||||||||||||||
Total |
$ | 28,762 | 2,876,529 | |||||||||||||||||
For the Years Ended December 31, |
||||||||||||||||||||||||
2022(1)(2) |
||||||||||||||||||||||||
| ($ in thousands, except per share amounts) | Class S |
Class D |
Class I |
Class S |
Class D |
Class I |
||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
$ | 33,852 | $ | 1,876 | $ | 153,519 | $ | 3,001 | $ | 19 | $ | 42,712 | ||||||||||||
Weighted average shares of common stock outstanding —basic and diluted |
26,514,031 | 1,383,519 | 112,905,282 | 5,219,284 | 64,617 | 72,916,367 | ||||||||||||||||||
Earnings (loss) per common share — basic and diluted |
$ | 1.28 | $ | 1.36 | $ | 1.36 | $ | 0.57 | $ | 0.29 | $ | 0.59 | ||||||||||||
| (1) | The Company commenced operations on May 2, 2022. |
| (2) | Class S shares were first issued on June 1, 2022. Class D shares were first issued on October 3, 2022. |
For the Years Ended December 31, |
||||||||
| ($ in thousands) | 2023(2) |
2022(1) |
||||||
Increase (decrease) in net assets resulting from operations |
$ | 189,247 | $ | 45,732 | ||||
Adjustments: |
||||||||
Net unrealized (gain) loss on investments |
(31,885 | ) | 13,154 | |||||
Excise tax |
126 | 287 | ||||||
Other book-tax differences |
(21,181 | ) | (9,927 | ) | ||||
Taxable Income |
$ | 136,307 | $ | 49,246 | ||||
| (1) | The Company commenced operations on May 2, 2022. |
| (2) | Tax information for the fiscal year ended December 31, 2023 is estimated and is not considered final until the Company files its tax return. |
For the Year Ended December 31, |
||||||||||||||||||||||||
2022(8) |
||||||||||||||||||||||||
| ($ in thousands, except share and per share amounts) | Class S common stock |
Class D common stock |
Class I common stock |
Class S common stock(9) |
Class D common stock(10) |
Class I common stock |
||||||||||||||||||
Per share data: |
||||||||||||||||||||||||
Net asset value, at beginning of period |
$ | 10.02 | $ | 10.02 | $ | 10.02 | $ | 9.96 | $ | 9.93 | $ | 10.00 | ||||||||||||
Results of operations: |
||||||||||||||||||||||||
Net investment income(1) |
1.05 | 1.11 | 1.14 | 0.64 | 0.28 | 0.76 | ||||||||||||||||||
Net realized and unrealized gain (loss)(2) |
0.24 | 0.24 | 0.23 | (0.10 | ) | 0.03 | (0.22 | ) | ||||||||||||||||
Net increase (decrease) in net assets resulting from operations |
1.29 | 1.35 | 1.37 | 0.54 | 0.31 | 0.54 | ||||||||||||||||||
Shareholder distributions: |
||||||||||||||||||||||||
Distributions from net investment income(3) |
(0.93 | ) | (0.99 | ) | (1.01 | ) | (0.48 | ) | (0.22 | ) | (0.52 | ) | ||||||||||||
Distributions from net realized gains(7) |
— | — | — | — | — | — | ||||||||||||||||||
Net increase (decrease) in net assets from shareholders’ distributions |
(0.93 | ) | (0.99 | ) | (1.01 | ) | (0.48 | ) | (0.22 | ) | (0.52 | ) | ||||||||||||
Total increase (decrease) in net assets |
0.36 | 0.36 | 0.36 | 0.06 | 0.09 | 0.02 | ||||||||||||||||||
Net asset value, at end of period |
$ | 10.38 | $ | 10.38 | $ | 10.38 | $ | 10.02 | $ | 10.02 | $ | 10.02 | ||||||||||||
Total Return(4) |
13.4 | % | 14.1 | % | 14.3 | % | 5.0 | % | 5.4 | % | 5.6 | % | ||||||||||||
Ratios |
||||||||||||||||||||||||
Ratio of net expenses to average net assets(5)(6) |
10.7 | % | 10.7 | % | 10.0 | % | N.M | N.M | N.M | |||||||||||||||
Ratio of net investment income to average net assets(6) |
10.7 | % | 11.6 | % | 11.4 | % | 10.8 | % | 6.8 | % | 11.3 | % | ||||||||||||
Portfolio turnover rate |
8.5 | % | 8.5 | % | 8.5 | % | N.M | N.M | N.M | |||||||||||||||
Supplemental Data |
||||||||||||||||||||||||
Weighted-average shares outstanding |
26,514,031 | 1,383,519 | 112,905,282 | 5,219,284 | 64,617 | 72,916,367 | ||||||||||||||||||
Shares outstanding, end of period |
40,514,803 | 2,571,718 | 138,158,948 | 10,780,315 | 107,019 | 87,818,350 | ||||||||||||||||||
Net assets, end of period |
$ | 420,533 | $ | 26,693 | $ | 1,434,377 | $ | 108,073 | $ | 1,073 | $ | 880,351 | ||||||||||||
| (1) | The per share data was derived using the weighted average shares outstanding during the period. |
| (2) | The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio. |
| (3) | The per share data was derived using actual shares outstanding at the date of the relevant transaction. |
| (4) | Total return is not annualized. An investment in the Company is subject to maximum upfront sales load of 3.5% and 1.5% for Class S and Class D common stock, respectively, of the offering price, which will reduce the amount of capital available for investment. Class I common stock is not subject to upfront sales load. Total return displayed is net of all fees, including all operating expenses such as management fees, incentive fees, general and administrative expenses, organization and amortized offering expenses, and interest expenses. Total return is calculated as the change in net asset value (“NAV”) per share (assuming dividends |
| and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share (which for the purposes of this calculation is equal to the net offering price in effect at that time). |
| (5) | Operating expenses may vary in the future based on the amount of capital raised, the Adviser’s election to continue expense support, and other unpredictable variables. For the year ended December 31, 2023, the total operating expenses to average net assets were 10.7%, 10.7%, 10.0% for Class S, Class D and Class I common stock, respectively. From May 2, 2022 (commencement of operations) through December 31, 2022, the total operating expenses to average net assets were not meaningful for Class S, Class D and Class I common stock, respectively. |
| (6) | The ratio reflects an annualized amount from May 2, 2022 (commencement of operations) through September 30, 2022, except in the case of non-recurring expenses (e.g., initial organization expenses) and offering expenses, where applicable. |
| (7) | The distributions from net realized gain (loss) on investments per share for the year ended December 31, 2023 and 2022, rounds to less than $0.01 per share, respectively. |
| (8) | The Company commenced operations on May 2, 2022. |
| (9) | Class S common stock shares were first issued on June 1, 2022. |
| (10) | Class D common stock shares were first issued on October 3, 2022. |
Inception |
1-Year |
3-Year |
Since Inception |
|||||||||||||
Blue Owl Technology Finance Corp.(1) |
July 2018 | 0.0 | % | 0.0 | % | 9.1 | % | |||||||||
Blue Owl Technology Finance Corp. II(2) |
October 2021 | N/A | N/A | 11.0 | % | |||||||||||
| (1) | Blue Owl Technology Finance Corp.’s total return is based on an IRR calculation due to Blue Owl Technology Finance Corp.’s capital call drawdown activity. |
| (2) | Blue Owl Technology Finance Corp. II to be included when there is sufficient return data. |
PART C
Other Information
| Item 25. | Financial Statements And Exhibits |
(1) Financial Statements
The following financial statements of Blue Owl Technology Income Corp. are included in Part A of this Registration Statement.
FINANCIAL STATEMENTS:
AUDITED FINANCIAL STATEMENTS
C-1
(2) Exhibits
C-2
C-3
| * |
Item 26. Marketing Arrangements
The information contained under the heading “Plan of Distribution” in this Registration Statement is incorporated herein by reference.
Item 27. Other Expenses Of Issuance And Distribution
| SEC registration fee |
$ | 463,500 | ||
| FINRA filing fee |
$ | 225,500 | ||
| Legal |
$ | 1,090,000 | ||
| Printing |
$ | 140,000 | ||
| Accounting |
$ | — | ||
| Blue Sky Expenses |
$ | 590,000 | ||
| Advertising and Sales |
$ | — | ||
| Literature |
$ | — | ||
| Due Diligence |
$ | 50,000 | ||
| Transfer Agent and Escrow Agent |
$ | 93,172 | ||
| Total |
$ | 2,652,172 |
C-4
Item 28. Persons Controlled By Or Under Common Control
Immediately prior to this offering, Blue Owl Technology Credit Advisors LLC, an affiliate of our Adviser, a Delaware limited liability company, will own 100% of the outstanding common stock of the Registrant. Following the completion of this offering, Blue Owl Technology Credit Advisors LLC’s share ownership is expected to represent less than 1% of the Registrant’s outstanding common stock.
The following list sets forth each of our subsidiaries, the state or country under whose laws the subsidiary is organized, and the percentage of voting securities or membership interests owned by us in such subsidiary:
| ORTIC BC 1 LLC (Delaware) |
100 | % | ||
| ORTIC BC 2 LLC (Delaware) |
100 | % | ||
| ORTIC BC 3 LLC (Delaware) |
100 | % | ||
| ORTIC BC 4 LLC (Delaware) |
100 | % | ||
| Tech Income Funding I LLC (Delaware) |
100 | % | ||
| OR Tech Lending IC LLC (Delaware) |
100 | % | ||
| Tech Income Funding II LLC (Delaware) |
100 | % | ||
| Tech Income Funding III LLC (Delaware) |
100 | % |
See “Management of the Company,” “Certain Relationships and Related Party Transactions” and “Control Persons and Principal Shareholders” in the Prospectus contained herein.
Item 29. Number of Holders Of Securities
The following table sets forth the number of record holders of the Registrant’s common stock at March 29, 2024.
| Title of Class | Number of Record Holders |
|||
| Class S Shares |
2,409 | |||
| Class D Shares |
57 | |||
| Class I Shares |
667 | |||
Item 30. Indemnification
The information contained under the heading “Description of our Capital Stock” is incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of an action suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is again public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The Registrant carries liability insurance for the benefit of its directors and officers (other than with respect to claims resulting from the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office) on a claims-made basis.
C-5
The Registrant has agreed to indemnify the underwriters against specified liabilities for actions taken in their capacities as such, including liabilities under the Securities Act.
Item 31. Business and Other Connections of Adviser
A description of any other business, profession, vocation or employment of a substantial nature in which Blue Owl Technology Credit Advisors II LLC, and each managing director, director or executive officer of Blue Owl Technology Credit Advisors II LLC, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the section entitled “Business — Our Adviser.” Additional information regarding Blue Owl Technology Credit Advisors II LLC and its officers and directors is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-113628), and is incorporated herein by reference.
Item 32. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:
(1) the Registrant;
(2) the Transfer Agent;
(3) the Custodian;
(4) the Investment Adviser; and
(5) the Administrator.
Item 33. Management Services
Not Applicable.
Item 34. Undertakings
We hereby undertake:
(1) to suspend the offering of shares until the prospectus is amended if (i) subsequent to the effective date of this registration statement, our net asset value declines more than ten percent from our net asset value as of the effective date of this registration statement, or (ii) our net asset value increases to an amount greater than our net proceeds as stated in the prospectus;
(2) Not applicable.
(3)(a) to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from
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the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(b) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time will be deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and
(d) that, for the purpose of determining liability under the Securities Act to any purchaser,
(i) if the Registrant is relying on Rule 430B [17 CFR 230.430B]: each prospectus filed by the Registrant pursuant to Rule 424(B)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) if the Registrant is subject to Rule 430C [17 CFR 230.430C]: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(e) that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities: The undersigned Registrant undertakes that in an offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the
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following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act 17 CFR 230.497;
(ii) the portion of any advertisement pursuant to Rule 482 under the Securities Act 17 CFR 230.482 relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iii) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(4) If the Registrant is filing a registration statement permitted by Rule 430A under the Securities Act, an undertaking that:
(a) the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
(b) the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) Not Applicable.
(6) Not Applicable.
(7) to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that this post-effective amendment to its Registration Statement on Form N-2 meets all of the requirements for effectiveness under Rule 486(b) and has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York, on the 18th day of April, 2024.
| BLUE OWL TECHNOLOGY INCOME CORP. | ||
| By: | /s/ Bryan Cole | |
| Name: Bryan Cole | ||
| Title: Chief Operating Officer and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 18, 2024. This document may be executed by the signatories hereto on any number of counterparts, all of which constitute one and the same instrument.
| * Craig W. Packer |
Chief Executive Officer, President and Director | |
| * Edward D’Alelio |
Chairman of the Board, Director | |
| * Melissa Weiler |
Director | |
| * Christopher M. Temple |
Director | |
| * Eric Kaye |
Director | |
| * Victor Woolridge |
Director | |
| /s/ Bryan Cole |
Chief Operating Officer and Chief Financial Officer | |
| * Matthew Swatt |
Co-Treasurer, Co-Controller, and Co-Chief Accounting Office | |
| * Shari Withem |
Co-Treasurer, Co-Controller, and Co-Chief Accounting Office | |
| * Jennifer McMillon |
Co-Treasurer, Co-Controller, and Co-Chief Accounting Office | |
| * | Signed by Bryan Cole pursuant to powers of attorney signed by each individual and filed with this Registration Statement on October 6, 2021, January 7, 2022 and January 13, 2023. |
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| This ‘486BPOS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/9/34 | ||||
| 1/15/29 | ||||
| 10/23/28 | ||||
| 10/22/27 | ||||
| 5/6/27 | ||||
| 1/15/27 | ||||
| 7/6/26 | ||||
| 6/30/25 | ||||
| 12/31/24 | ||||
| 12/15/24 | ||||
| 7/11/24 | ||||
| 5/31/24 | ||||
| 4/30/24 | ||||
| Filed on / Effective on: | 4/18/24 | |||
| 4/15/24 | ||||
| 4/8/24 | 8-K | |||
| 3/29/24 | ||||
| 3/6/24 | 10-K | |||
| 3/5/24 | ||||
| 3/4/24 | ||||
| 3/1/24 | ||||
| 2/29/24 | ||||
| 2/21/24 | 8-K | |||
| 1/31/24 | ||||
| 1/29/24 | ||||
| 1/25/24 | 8-K, SC TO-I/A | |||
| 1/9/24 | 8-K | |||
| 1/6/24 | ||||
| 1/3/24 | ||||
| 12/31/23 | 10-K | |||
| 12/29/23 | ||||
| 12/22/23 | 8-K | |||
| 12/20/23 | 8-K | |||
| 12/15/23 | N-2 | |||
| 12/12/23 | 8-K | |||
| 12/6/23 | 8-K | |||
| 12/1/23 | ||||
| 11/30/23 | ||||
| 11/27/23 | 8-K, SC TO-I | |||
| 11/24/23 | 8-K | |||
| 11/20/23 | ||||
| 11/15/23 | ||||
| 11/1/23 | ||||
| 10/31/23 | ||||
| 10/26/23 | ||||
| 10/23/23 | 8-K | |||
| 10/2/23 | ||||
| 9/30/23 | 10-Q | |||
| 9/29/23 | ||||
| 9/26/23 | 8-K | |||
| 9/14/23 | ||||
| 9/1/23 | ||||
| 8/31/23 | ||||
| 8/24/23 | SC TO-I | |||
| 8/22/23 | ||||
| 8/8/23 | ||||
| 8/1/23 | ||||
| 7/31/23 | 8-K | |||
| 7/26/23 | ||||
| 7/6/23 | 8-K | |||
| 7/3/23 | ||||
| 6/30/23 | 10-Q | |||
| 6/26/23 | 8-K | |||
| 6/23/23 | 8-K | |||
| 6/1/23 | ||||
| 5/31/23 | 8-K | |||
| 5/25/23 | SC TO-I | |||
| 5/23/23 | 8-K | |||
| 5/22/23 | 8-K | |||
| 5/9/23 | ||||
| 5/8/23 | ||||
| 5/1/23 | ||||
| 4/30/23 | ||||
| 4/26/23 | 8-K, SC TO-I/A | |||
| 4/25/23 | ||||
| 4/3/23 | ||||
| 3/31/23 | 10-Q, DEFA14A | |||
| 3/23/23 | 8-K | |||
| 3/22/23 | ||||
| 3/7/23 | ||||
| 3/1/23 | ||||
| 2/28/23 | SC TO-I | |||
| 2/24/23 | 8-K | |||
| 2/21/23 | 8-K | |||
| 2/1/23 | ||||
| 1/31/23 | ||||
| 1/26/23 | 8-K, SC TO-I/A | |||
| 1/25/23 | 8-K | |||
| 1/13/23 | 486BPOS | |||
| 1/2/23 | ||||
| 12/31/22 | 10-K | |||
| 12/30/22 | ||||
| 12/23/22 | 8-K | |||
| 12/21/22 | 8-K | |||
| 12/14/22 | ||||
| 12/1/22 | ||||
| 11/30/22 | ||||
| 11/28/22 | SC TO-I | |||
| 11/26/22 | ||||
| 11/22/22 | 8-K | |||
| 11/1/22 | ||||
| 10/31/22 | ||||
| 10/26/22 | 8-K, SC TO-I/A | |||
| 10/21/22 | ||||
| 10/3/22 | ||||
| 10/1/22 | ||||
| 9/30/22 | 10-Q | |||
| 9/28/22 | 8-K | |||
| 9/26/22 | ||||
| 9/7/22 | ||||
| 9/1/22 | ||||
| 8/31/22 | ||||
| 8/25/22 | 8-K, SC TO-I | |||
| 8/24/22 | ||||
| 8/23/22 | 8-K | |||
| 8/9/22 | ||||
| 8/1/22 | ||||
| 7/31/22 | ||||
| 7/29/22 | ||||
| 7/26/22 | 8-K | |||
| 7/25/22 | 8-K | |||
| 7/1/22 | ||||
| 6/30/22 | 10-Q | |||
| 6/24/22 | ||||
| 6/23/22 | ||||
| 6/22/22 | 8-K | |||
| 6/10/22 | ||||
| 6/8/22 | ||||
| 6/1/22 | ||||
| 5/31/22 | ||||
| 5/25/22 | ||||
| 5/10/22 | 10-Q | |||
| 5/6/22 | ||||
| 5/4/22 | 3, 8-K | |||
| 5/3/22 | 3, 8-K | |||
| 5/2/22 | 8-K | |||
| 4/27/22 | 8-K | |||
| 3/31/22 | 10-Q, 424B3 | |||
| 3/23/22 | ||||
| 3/21/22 | ||||
| 1/7/22 | CORRESP, N-2/A | |||
| 12/31/21 | 10-K | |||
| 12/30/21 | ||||
| 12/9/21 | ||||
| 12/7/21 | ||||
| 11/30/21 | ||||
| 11/23/21 | ||||
| 10/6/21 | 8-A12G, N-2, N-54A, N-6F | |||
| 10/4/21 | ||||
| 10/1/21 | ||||
| 9/30/21 | ||||
| 6/22/21 | ||||
| 4/15/21 | ||||
| 3/10/21 | ||||
| 3/3/21 | ||||
| 6/30/20 | ||||
| 4/8/20 | ||||
| 7/18/19 | ||||
| 6/5/19 | ||||
| 4/5/12 | ||||
| 5/7/07 | ||||
| 3/29/92 | ||||
| List all Filings | ||||