03/30/2026 | Press release | Distributed by Public on 03/30/2026 15:43
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollars in thousands, except share and per share data)
Management's Discussion and Analysis should be read in conjunction with ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in "ITEM 1A. RISK FACTORS." Actual results may differ materially from those contained in any forward-looking statements. In this report, "we," "us," "our" and "Company" refer to Brightwood Capital Corporation I.
Overview
We were formed as a Maryland corporation on November 15, 2021. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940 Act, as amended (the "1940 Act"). In addition, for US federal income tax purposes, we have elected to be treated, and to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended.
We are managed by Brightwood Capital Advisors, LLC, an investment adviser (the "Investment Adviser") that is registered with the Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended. The Investment Adviser will provide portfolio management services to us pursuant to an investment advisory agreement (the "Investment Advisory Agreement"), including investigating, analyzing, structuring, and negotiating potential investments, monitoring the performance of portfolio companies, and determining when to dispose of our investments. Our investment committee will evaluate and approve all of our investments, subject to the oversight of our Board of Directors (the "Board"). The Board consists of four directors, three of whom are independent.
Our investment objective is to achieve risk-adjusted returns via current income and, to a lesser extent, capital appreciation. We will focus on lending to middle market companies and will primarily invest in portfolio companies in the form of first lien senior secured loans (including any related warrants or other equity securities of such portfolio companies). These senior secured loans typically provide for cash interest and amortization payments throughout the life of the loan. We generally obtain security interests in the assets of the portfolio companies in which we invest that serve as collateral in support of the repayment of these loans.
The Investment Adviser also serves as our administrator (in such capacity, the "Administrator") pursuant to the terms of an administration agreement (the "Administration Agreement"). We conducted a private offering of our common stock, par value $0.01 per share ("Common Stock") to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis each time we deliver a drawdown notice to them.
Revenues
We generate revenues in the form of interest income from the debt securities we hold and dividends and capital appreciation on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. The debt we invest in is typically not rated by any rating agency, but if it were, it is likely that such debt would be below investment grade. In addition, we (but, for the avoidance of doubt, not our Investment Adviser or Administrator) may also generate revenue in the
form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees. Certain of these fees may be capitalized and amortized as additional interest income over the life of the related loan. It is not expected that our Investment Adviser will generate revenue from our participation in such activities. Our Investment Adviser, however, may generate revenue in respect of arrangements with other clients, if any.
Expenses
We currently do not have any employees and do not expect to have any employees. Services necessary for our business will be provided through the Administration Agreement and the Investment Advisory Agreement.
All investment professionals of the Investment Adviser and their respective staffs, when, and to the extent engaged in providing investment advisory and management services under the Investment Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Investment Adviser and not by us, other than as outlined below. We will pay Brightwood Capital Advisors, LLC (the "Administrator") our allocable portion of certain expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of its Chief Financial Officer and Chief Compliance Officer and their respective staffs. The Administrator will be reimbursed for certain expenses it incurs on our behalf.
We bear our own legal and other expenses incurred in connection with our formation and organization and the offering of our Common Stock, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Investment Adviser directly or pursuant to waivers of the base management fee (the "Management Fee)).
In addition to Management Fees, except as noted above, we bear all other costs and expenses that are directly and specifically related to our operations, including without limitation:
| (i) | all costs and expenses with respect to the actual or proposed acquisition, financing, holding, monitoring or disposition of our investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and expenses of custodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator's fees of third party administrators (subject to clause (xxiii) below) and financing costs (including interest expenses); |
| (ii) | expenses for liability insurance, including officers and independent directors liability insurance, cyber insurance and other insurance (but excluding the cost of liability insurance covering the Investment Adviser and its officers to the extent that bearing such expenses would be prohibited by ERISA); |
| (iii) | extraordinary expenses incurred by the Company (including litigation); |
| (iv) | indemnification and contribution expenses provided, that we will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; |
| (v) | taxes and other governmental fees and charges; |
| (vi) | administering and servicing and special servicing fees paid to third parties for our benefit; |
| (vii) | the cost of Company-related operational and accounting software and related expenses; |
| (viii) | cost of software (including the fees of third-party software developers) used by the Investment Adviser and its affiliates to track and monitor our investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and trade settlement attributable to the Company); |
| (ix) | expenses related to the valuation or appraisal of our investments; |
| (x) | risk, research and market data-related expenses (including software) incurred for our investments; |
| (xi) | fees, costs and expenses (including legal fees and expenses) incurred to comply with any applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and registration statement filings, as applicable) to which we are subject or incurred in connection with any governmental inquiry, investigation or proceeding involving us; provided that we will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; |
| (xii) | costs associated with the wind-up, liquidation, dissolution and termination of the Company; |
| (xiii) | other legal, operating, accounting, tax return preparation and consulting, auditing and administrative expenses in accordance with the Investment Advisory Agreement and the Administration Agreement and fees for outside services provided to us or on our behalf; provided that we will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; |
| (xiv) | expenses of the Board (including the reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board, as well as travel and out-of-pocket expenses related to the attendance by directors at Board meetings), to the extent permitted under applicable law, including ERISA, if applicable; |
| (xv) | annual or special meetings of the Company's stockholders; |
| (xvi) | the costs and expenses associated with preparing, filing and delivering to stockholders periodic and other reports and filings required under federal securities laws as a result of our status as a BDC; |
| (xvii) | ongoing Company offering expenses; |
| (xviii) | federal and state registration fees pertaining to the Company; |
| (xix) | costs of Company-related proxy statements, stockholders' reports and notices; |
| (xx) | costs associated with obtaining fidelity bonds as required by the 1940 Act; |
| (xxi) | printing, mailing and all other similar direct expenses relating to us. |
| (xxii) | expenses incurred in preparation for, or in connection with, (or otherwise relating to) any initial public offering or other debt or equity offering conducted by us, including but not limited to external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; and |
| (xxiii) | only to the extent (i) Benefit Plan Investors hold less than 25% of our shares, or (ii) we operate the Company as a "venture capital operating company", our allocable portion of overhead, including office equipment and supplies, rent and our allocable portion of the compensation paid to accounting, compliance and administrative staff employed by the Investment Adviser or its affiliates who provide services to us necessary for our operation, including related taxes, health insurance and other benefits. |
Investment-related expenses with respect to investments in which we invest together with one or more parallel funds (or co-investment vehicles) will generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment; provided that if the Investment Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the Investment Adviser may allocate such expenses among such entities in any other manner that the Investment Adviser believes in good faith to be fair and equitable.
If our assets are treated as "plan assets" for purposes of ERISA, the Investment Adviser will bear responsibility for the fidelity bond required under Section 412 of ERISA.
We are permitted to enter into credit facilities. In connection with borrowings, our lenders may require us to pledge assets, capital commitments and/or the right to draw down on capital commitments. In this regard, the subscription agreement contractually obligates
each of our investors to fund their respective capital commitments in order to pay amounts that may become due under any borrowings or other financings or similar obligations.
Financial Condition, Liquidity and Capital Resources
In connection with our formation, we have the authority to issue 100,000,000 shares of common stock, $0.01 par value per share.
On June 30, 2022, Sengal Selassie, our Chief Executive Officer and Chairman of the Board purchased 1,000 shares of Common Stock, for an aggregate purchase price of $10. On September 16, 2022, we entered into subscription agreements with investors to purchase shares of our Common Stock in a private placement. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase our Common Stock up to the amount of their respective capital commitment on an as-needed basis each time we deliver a drawdown notice. On September 26, 2022, we issued and sold 10,000,000 shares of Common Stock for an aggregate offering price of $100,000, pursuant to a capital drawdown notice to our investors. On September 30, 2022, the Investment Adviser purchased 99,000 shares of Common Stock for an aggregate offering price of $990, pursuant to a capital drawdown notice. On November 10, 2022, the Investment Adviser purchased 50,000 shares of Common Stock for an aggregate offering price of $500, pursuant to a capital drawdown notice. On January 30, 2023, the Investment Adviser purchased 50,505 shares of Common Stock for an aggregate offering price of $500, pursuant to a capital drawdown notice. On September 26, 2023, the Investment Adviser purchased 48,077 shares of Common Stock for an aggregate offering price of $500, pursuant to a capital drawdown notice. On November 7, 2023, the Investment Adviser purchased 48,077 shares of Common Stock for an aggregate offering price of $500, pursuant to a capital drawdown notice. On January 2, 2024, the Investment Adviser purchased 47,619 shares of Common Stock for an aggregate offering price of $500, pursuant to a capital drawdown notice. Sengal Selassie is the 100% indirect beneficial owner of the Investment Adviser.
We expect to generate cash from (1) drawing down capital in respect of shares of our Common Stock, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders. We will seek to enter into any bank debt, credit facility or other financing arrangements on at least customary market terms; however, we cannot assure you we will be able to do so.
Our primary use of cash will be for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including expenses, the Management Fee and, to the extent permitted under ERISA, if applicable, and the 1940 Act, any indemnification obligations), (3) debt service of any borrowings and (4) cash distributions to our stockholders.
Cash Flows
During the year ended December 31, 2025, net cash provided by operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in "Results of Operations," was $10.6 million, and net cash used in financing activities was $8.9 million due primarily to the borrowings from the credit facilities, offset by repayments under the credit facilities and shareholder distributions. As of December 31, 2025, cash and cash equivalents was $23.1 million.
During the year ended December 31, 2024, net cash used in operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in "Results of Operations," was $158.5 million, and net cash provided by financing activities was $159.4 million due primarily to the borrowings from the credit facilities and capital call proceeds from offering of common stock, offset by repayments under the credit facilities. As of December 31, 2024, cash and cash equivalents was $21.4 million.
During the year ended December 31, 2023, net cash used in operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in "Results of Operations," was $310.9 million, and net cash provided by financing activities was $247.5 million due primarily to the borrowings from the credit facilities and capital call proceeds from offering of common stock, offset by repayments under the credit facilities. As of December 31, 2023, cash and cash equivalents was $20.4 million.
We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the credit facilities and our anticipated cash flows from operations, including contractual portfolio company payments and cash flows, prepayments, and the ability to liquidate investments, will be adequate to meet our cash needs for our daily operations, including to fund our unfunded commitment obligations.
Borrowings
In accordance with the 1940 Act, with certain limitations, we are allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150%. As of December 31, 2025 and 2024, our asset coverage was 197% and 210%, respectively. As of December 31, 2025 and 2024, we were in compliance with the terms and covenants of all the borrowings.
CNB Revolving Credit Facility: On December 23, 2022, we entered into a capital call facility revolving credit agreement with City National Bank, as the administrative agent, lender, letter of credit issuer, lead arranger and book manager. The maximum principal amount of the facility is $100,000, subject to availability under the borrowing base. Borrowings under the facility bear interest at SOFR plus 2.5% per annum, subject to certain provisions in the revolving credit agreement. This revolving line of credit was matured on December 23, 2024 and any amounts borrowed under the facility, and all accrued and unpaid interest, were due and payable, on December 23, 2024.
BCCI SPV-1 Credit Facility: On March 30, 2023, we entered into a credit agreement, with the Investment Adviser as the Servicer, SPV-1 as the borrower, the financial institutions from time to time party hereto as lenders, KeyBank National Association as the administrative agent and syndication agent, U.S. Bank National Association as the collateral custodian and U.S. Bank Trust Company, National Association as the paying agent. SPV-1 is consolidated into the Company's consolidated financial statements and no gain or loss is recognized from transfer of assets to and from SPV-1. This credit facility is secured by collateral consisting primarily of loans in the Company's investment portfolio.
Initial facility amount committed is $100,000 and may be increased up to a total maximum facility amount of $350,000 until Commitment Terminal Date upon request, subject to availability under the borrowing base. The maturity date is 24 months after the last day of the Revolving Period. Revolving Period means the period commencing on the effective date and ending on Commitment Termination Date. Commitment Termination Date is the earliest of (a) March 30, 2026, (b) the end of the Investment Period of the Company and (c) the occurrence of an event of default (unless otherwise waived in writing by the administrative agent).
On October 4, 2023, we entered into a first amendment to credit agreement and joinder agreement, with the Investment Adviser as the servicer, SPV-1 as the borrower, the financial institutions from time to time party hereto as lenders, KeyBank National Association as the administrative agent and syndication agent, U.S. Bank National Association as the collateral custodian and U.S. Bank Trust Company, National Association as the paying agent. The total facility amount committed increased to $155,000 which is reallocated among KeyBank National Association, Live Oak Bank, First Foundation Bank and First - Citizens Bank & Trust Company.
On October 31, 2023, we entered into a joinder agreement, with the Investment Adviser as the servicer, SPV-1 as the borrower, the financial institutions from time to time party hereto as lenders, KeyBank National Association as the administrative agent and syndication agent, U.S. Bank National Association as the collateral custodian and U.S. Bank Trust Company, National Association as the paying agent. The commitment with respect to the new lender, Optum Bank, Inc., is $20,000. This increased the total facility amount committed to $175,000.
On December 8, 2023, we requested facility amount increase in accordance with the credit agreement, with the Investment Adviser as the servicer, SPV-1 as the borrower, the financial institutions from time to time party hereto as lenders, KeyBank National Association as the administrative agent and syndication agent, U.S. Bank National Association as the collateral custodian and U.S. Bank Trust Company, National Association as the paying agent. The commitment of KeyBank National Association increased to $150,000 from $100,000. This increased the total facility amount committed to $225,000.
On January 23, 2024, we entered into a second amendment to credit agreement and joinder agreement, with the Investment Adviser as the servicer, SPV-1 as the borrower, the financial institutions from time to time party hereto as lenders, KeyBank National Association as the administrative agent and syndication agent, U.S. Bank National Association as the collateral custodian and U.S. Bank Trust Company, National Association as the paying agent. The commitment with respect to the new lender, Bank OZK, is $75,000, $50,000 of which was transferred from KeyBank National Association. This increased the total facility amount committed to $250,000.
On February 6, 2024, we entered into a third amendment to credit agreement and joinder agreement, with the Investment Adviser as the servicer, SPV-1 as the borrower, the financial institutions from time to time party hereto as lenders, KeyBank National Association as the administrative agent and syndication agent, U.S. Bank National Association as the collateral custodian and U.S. Bank Trust Company, National Association as the paying agent. The commitment with respect to the new lender, Fifth Third Bank, National
Association, is $55,000. The commitment with respect to the existing lender KeyBank National Association increased by $5,000. This increased the total facility amount committed to $310,000.
On February 23, 2024, we entered into an assignment and joinder agreement, with the Investment Adviser as the servicer, SPV-1 as the borrower, the financial institutions from time to time party hereto as lenders, KeyBank National Association as the administrative agent and syndication agent, U.S. Bank National Association as the collateral custodian and U.S. Bank Trust Company, National Association as the paying agent. The commitment with respect to the new lender, Bank of Hope, is $15,000, $5,000 of which was transferred from KeyBank National Association. The commitment with respect to the new lender, Wilmington Savings Fund Society, FSB, is $10,000. This increased the total facility amount committed to $330,000.
On March 8, 2024, we entered into a joinder agreement, with the Investment Adviser as the servicer, SPV-1 as the borrower, the financial institutions from time to time party hereto as lenders, KeyBank National Association as the administrative agent and syndication agent, U.S. Bank National Association as the collateral custodian and U.S. Bank Trust Company, National Association as the paying agent. The commitment with respect to the new lender, Mitsubishi HC Capital America, is $20,000. This increased the total facility amount committed to $350,000.
On August 29, 2024, we entered into a fourth amendment to credit agreement, with the Investment Adviser as the servicer, SPV-1 as the borrower, the financial institutions from time to time party hereto as lenders, KeyBank National Association as the administrative agent and syndication agent, U.S. Bank National Association as the collateral custodian and U.S. Bank Trust Company, National Association as the paying agent. Commitment Termination Date is updated to the earliest of (a) August 27, 2027, (b) the end of the Investment Period of the Company and (c) the occurrence of an event of default (unless otherwise waived in writing by the administrative agent). Therefore, the maturity date is extended to August 27, 2029.
On December 18, 2025, we entered into a fifth amendment to credit agreement, with the Investment Adviser as the servicer, SPV-1 as the borrower, the financial institutions from time to time party hereto as lenders, KeyBank National Association as the administrative agent and syndication agent, U.S. Bank National Association as the collateral custodian and U.S. Bank Trust Company, National Association as the paying agent. Commitment Termination Date is updated to the earliest of (a) December 18, 2028, (b) the end of the Investment Period of the Company and (c) the occurrence of an event of default (unless otherwise waived in writing by the administrative agent). Therefore, the maturity date is extended to December 18, 2030.
Costs incurred in connection with obtaining the BCCI SPV-1 Credit Facility have been recorded as deferred financing costs and are being amortized over the life of the facility. As of December 31, 2025 and December 31, 2024, the unamortized deferred financing costs related to the facility was $4,130 and $3,855 respectively, and was showing as an asset on the Consolidated Statements of Assets and Liabilities.
As of December 31, 2025 and 2024, there was $87,940 and $34,146 undrawn portion on the line of credit provided under this credit facility, respectively. As of December 31, 2025 and 2024, the total outstanding balance under the credit agreement was $262,060 and $315,854, respectively, and this carrying value approximates fair value.
BCCI SPV-2 Credit Facility: On October 11, 2024, we entered into a loan and servicing agreement, with SPV-2 as the borrower, Brightwood SPV Advisors, LLC, as the collateral manager, each of the lenders from time to time party hereto, as a lender, Webster Bank, N.A., as the collateral agent and administrative agent, U.S. Bank National Association as the document custodian and U.S. Bank Trust Company, National Association as the custodian. SPV-2 is consolidated into the Company's financial statements and no gain or loss is recognized from transfer of assets to and from SPV-2. This credit facility is secured by collateral consisting primarily of loans in the Company's investment portfolio.
Initial facility amount committed is $75,000 and may be increased up to a total maximum facility amount of $200,000 until the commitment date is terminated upon request, subject to availability under the borrowing base. Borrowings under the facility bear interest at SOFR plus 2.50% per annum, subject to certain provisions in the loan and servicing agreement. The scheduled maturity date is October 11, 2030.
On March 10, 2025, we entered into a first amendment to the loan and servicing agreement, with SPV-2 as the borrower, Brightwood SPV Advisors, LLC, as the collateral manager, each of the lenders from time to time party hereto, as a lender, Webster Bank, N.A., as the collateral agent and administrative agent, U.S. Bank National Association as the document custodian and U.S. Bank Trust Company, National Association as the custodian. The commitment with Webster Bank, N.A. is upsized by $25,000. This increased the total facility amount committed to $100,000.
On March 28, 2025, we entered into a second amendment to the loan and servicing agreement, with SPV-2 as the borrower, Brightwood SPV Advisors, LLC, as the collateral manager, each of the lenders from time to time party hereto, as a lender, Webster Bank, N.A., as the collateral agent and administrative agent, U.S. Bank National Association as the document custodian and U.S. Bank Trust Company, National Association as the custodian. The commitment with Webster Bank, N.A. is upsized by $50,000. This increased the total facility amount committed to $150,000.
On December 10, 2025, we entered into a third amendment to the loan and servicing agreement, with SPV-2 as the borrower, Brightwood SPV Advisors, LLC, as the collateral manager, each of the lenders from time to time party hereto, as a lender, Webster Bank, N.A., as the collateral agent and administrative agent, U.S. Bank National Association as the document custodian and U.S. Bank Trust Company, National Association as the custodian. The applicable spread is updated to (i) 2.15%, plus (ii) following the occurrence and during the continuance of an event of default, 2.00%.
Costs incurred in connection with obtaining the BCCI SPV-2 Credit Facility have been recorded as deferred financing costs and are being amortized over the life of the facility. As of December 30, 2025 and December 31, 2024, the unamortized deferred financing costs related to the facility was $1,523 and $1,010, respectively, and was showing as an asset on the Consolidated Statements of Assets and Liabilities.
As of December 30, 2025 and December 31, 2024, there was $0 and $17,500 undrawn portion on the line of credit provided under this credit facility, respectively. As of December 30, 2025 and December 31, 2024, the total outstanding balance under the credit agreement was $150,000 and $57,500, respectively, and this carrying value approximates fair value.
As of December 30, 2025 and December 31, 2024, the interest payable on line of credit related to BCCI SPV-1 Credit Facility and BCCI SPV-2 Credit Facility was $7,546 and $7,324, respectively.
The following table shows the expenses incurred related to CNB Revolving Credit Facility, and BCCI SPV-1 Credit Facility and BCCI SPV-2 Credit Facility for the year ended December 31, 2025, 2024 and 2023.
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For the Year Ended December 31, |
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|
|
2025 |
|
2024 |
|
|
2023 |
|||
|
Interest expense on line of credit |
|
$ |
30,102 |
|
$ |
27,998 |
|
$ |
11,507 |
|
|
Amortization of deferred financing costs |
|
$ |
1,068 |
|
$ |
1,160 |
|
$ |
571 |
|
|
Weighted average interest rate |
|
7.0 |
% |
|
8.4 |
% |
7.8 |
% |
||
|
Weighted average outstanding balance |
|
$ |
419,646 |
|
$ |
324,071 |
|
$ |
178,000 |
|
Portfolio and Investment Activity
As of December 31, 2025, we had investments in 57 portfolio companies with an aggregate fair value of $800,010. As of December 31, 2024, we had investments in 54 portfolio companies with an aggregate fair value of $776,189.
The following tables present certain selected information regarding our portfolio investment activity for the year ended December 31, 2025 and 2024:
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For the Year Ended |
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Net Investment Activity |
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December 31, 2025 |
|
|
Purchases |
|
$ |
177,010 |
|
Sales and Repayments |
|
|
(140,272) |
|
Net Portfolio Activity |
|
$ |
36,738 |
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|
|
|
|
|
|
|
For the Year Ended |
|
|
Net Investment Activity |
|
December 31, 2024 |
|
|
Purchases |
|
$ |
288,226 |
|
Sales and Repayments |
|
(78,354) |
|
|
Net Portfolio Activity |
|
$ |
209,872 |
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For the Year Ended |
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|
|
December 31, 2025 |
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Investment Activity by Asset Class |
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Purchases |
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Percentage of Portfolio |
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|
Senior Secured First Lien Term Loan |
|
$ |
136,597 |
77.2 |
% |
|
|
Senior Secured Term Loan |
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|
18,533 |
10.5 |
% |
|
|
Delayed Draw Term Loan |
|
|
13,101 |
7.4 |
% |
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Revolver |
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|
8,027 |
|
4.5 |
% |
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Warrants |
|
|
332 |
|
0.2 |
% |
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Preferred Units |
|
|
250 |
0.1 |
% |
|
|
Common Units |
|
|
100 |
0.1 |
% |
|
|
Convertible Promissory Note |
|
|
70 |
|
0.0 |
% |
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Total |
|
$ |
177,010 |
|
100.0 |
% |
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|
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|
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For the Year Ended |
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|||
|
|
|
December 31, 2024 |
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Investment Activity by Asset Class |
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Purchases |
|
Percentage of Portfolio |
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|
|
Senior Secured First Lien Term Loan |
|
$ |
191,229 |
66.4 |
% |
|
|
Senior Secured Term Loan |
|
61,447 |
21.3 |
% |
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Revolver |
|
18,738 |
6.5 |
% |
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|
Delayed Draw Term Loan |
|
8,807 |
|
3.1 |
% |
|
|
Preferred Units |
|
|
5,000 |
|
1.7 |
% |
|
Common Units |
|
|
3,005 |
1.0 |
% |
|
|
Warrants |
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|
- |
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0.0 |
% |
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Total |
|
$ |
288,226 |
|
100.0 |
% |
As of December 31, 2025, our investments consisted of the following:
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As of December 31, 2025 |
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Amortized Cost |
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Fair Value |
||
|
Senior Secured First Lien Term Loan |
$ |
568,293 |
$ |
561,494 |
||
|
Senior Secured Term Loan |
|
179,267 |
|
175,761 |
||
|
Delayed Draw Term Loan |
|
38,876 |
|
36,902 |
||
|
Revolver |
|
17,613 |
|
9,111 |
||
|
Convertible Promissory Note |
|
|
70 |
|
|
62 |
|
Common Units |
|
|
4,356 |
|
|
8,929 |
|
Preferred Units |
|
9,250 |
|
7,377 |
||
|
Warrants |
|
477 |
|
464 |
||
|
Total |
$ |
818,202 |
$ |
800,100 |
||
As of December 31, 2024, our investments consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2024 |
||||
|
|
|
Amortized Cost |
|
Fair Value |
||
|
Senior Secured First Lien Term Loan |
|
$ |
478,387 |
$ |
479,581 |
|
|
Senior Secured Term Loan |
|
240,055 |
|
240,610 |
||
|
Delayed Draw Term Loan |
|
27,115 |
|
27,378 |
||
|
Revolver |
|
15,038 |
|
14,337 |
||
|
Preferred Units |
|
|
9,000 |
|
|
9,663 |
|
Common Units |
|
|
4,255 |
|
|
4,603 |
|
Warrants |
|
|
145 |
|
17 |
|
|
Total |
|
$ |
773,995 |
$ |
776,189 |
|
The table below describes investments by industry composition based on fair value as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2025 |
||||
|
|
|
|
|
Percentage of |
|
|
|
Industry Classification |
|
Fair Value |
|
Portfolio |
||
|
Transportation & Logistics |
|
$ |
243,181 |
|
30.4 |
% |
|
Business Services |
|
|
172,431 |
|
21.6 |
% |
|
Healthcare |
|
159,446 |
19.9 |
% |
||
|
Technology & Telecommunications |
|
140,552 |
17.6 |
% |
||
|
Franchising |
|
84,490 |
10.5 |
% |
||
|
Total |
|
$ |
800,100 |
100.0 |
% |
|
The table below describes investments by industry composition based on fair value as of December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2024 |
|
|||
|
|
|
|
|
Percentage of |
||
|
Industry Classification |
|
Fair Value |
|
Portfolio |
|
|
|
Transportation & Logistics |
$ |
207,389 |
|
26.7 |
% |
|
|
Business Services |
|
185,657 |
|
23.9 |
% |
|
|
Technology & Telecommunications |
|
158,961 |
20.5 |
% |
||
|
Healthcare |
|
144,145 |
18.6 |
% |
||
|
Franchising |
|
80,037 |
10.3 |
% |
||
|
Total |
$ |
776,189 |
100.0 |
% |
||
Asset Quality
The Investment Adviser monitors our portfolio companies on an ongoing basis. The Investment Adviser monitors the financial trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action for each company. The Investment Adviser has a number of methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
| ● | assessment of success of the portfolio company in adhering to its business plan and compliance with covenants; |
| ● | review of monthly and quarterly financial statements and financial projections for portfolio companies; |
| ● | 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 industry; and |
| ● | attendance and participation in board meetings. |
As part of the monitoring process, the Investment Adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 10. Risk assessment is not standardized in our industry and our risk assessment may not be comparable to the ones used by our competitors. Our assessment is based on the following categories:
| 1. | Performing - Superior: Borrower is performing significantly above Management Case. |
| 2. | Performing - High: Borrower is performing at or near the Management Case (i.e., in a range slightly below to slightly above). |
| 3. | Performing - Low Risk: Borrower is operating well ahead of the Brightwood Base Case to slightly below the Management Case. |
| 4. | Performing - Stable Risk: Borrower is operating at or near the Brightwood Base Case (i.e., in a range slightly below to slightly above). This is the initial rating assigned to all new borrowers. |
| 5. | Performing - Management Notice: Borrower is operating below the Brightwood Base Case. Adverse trends in business conditions and/or industry outlook are viewed as temporary. There is no immediate risk of payment default and only a low to moderate risk of covenant default. |
| 6. | Performing - Low Maintenance: Borrower is operating below the Brightwood Base Case, with declining margin of protection. Adverse trends in business conditions and/or industry outlook are viewed as lasting for more than a year. Payment default is still considered unlikely, but there is a moderate to high risk of covenant default. |
| 7. | Watch List - Medium Maintenance: Borrower is operating well below the Brightwood Base Case, but has adequate liquidity. Adverse trends are more pronounced than in Internal Risk Rating of 6 and above. There is a high risk of covenant default, or it may have already occurred. Payments are current, although subject to greater uncertainty, and there is a moderate to high risk of payment default. |
| 8. | Watch List - High Maintenance: Borrower is operating well below the Brightwood Base Case. Liquidity may be strained. Covenant default is imminent or it may have already occurred. Payments are current, but there is high risk of payment default. Negotiations to restructure or refinance debt on normal terms may have begun. Further significant deterioration appears unlikely and no loss of principal is currently anticipated. |
| 9. | Watch List - Possible Loss: At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Liquidity is strained. Payment default is very likely in the short term unless creditors grant some relief. Loss of principal is possible. |
| 10. | Watch List - Probable Loss: At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Liquidity is extremely limited. The prospects for improvement in the borrower's situation are sufficiently negative, that loss of some or all principal is probable. |
The following table shows the composition of our portfolio on the 1 to 10 investment performance rating scale. Investment performance ratings are accurate only as of those dates and may change due to subsequent developments relating to a portfolio company's business or financial condition, market conditions or developments, and other factors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
||||||||||||
|
|
|
2025 |
|
2024 |
||||||||||
|
|
|
|
|
|
Percentage |
|
Number |
|
|
|
|
Percentage |
|
Number |
|
Investment Performance Rating |
|
Fair Value |
|
of Portfolio |
|
of Investments |
|
Fair Value |
|
of Portfolio |
|
of Investments |
||
|
2 |
|
$ |
23,025 |
2.9 |
% |
1 |
|
$ |
20,405 |
2.6 |
% |
1 |
||
|
3 |
|
22,813 |
2.8 |
% |
1 |
|
17,216 |
2.2 |
% |
1 |
||||
|
4 |
|
508,877 |
63.6 |
% |
36 |
|
552,786 |
71.2 |
% |
38 |
||||
|
5 |
|
106,052 |
13.3 |
% |
9 |
|
118,135 |
15.3 |
% |
9 |
||||
|
6 |
|
|
110,311 |
|
13.8 |
% |
6 |
|
|
61,187 |
|
7.9 |
% |
4 |
|
7 |
|
13,861 |
1.7 |
% |
2 |
|
- |
0.0 |
% |
- |
||||
|
8 |
|
|
15,161 |
|
1.9 |
% |
2 |
|
|
6,460 |
|
0.8 |
% |
1 |
|
Total |
|
$ |
800,100 |
100.0 |
% |
57 |
|
$ |
776,189 |
100.0 |
% |
54 |
||
Results of Operations
The following table represents the operating results for the year ended December 31, 2025, 2024, and 2023, which were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year ended December 31, |
|||||||
|
|
|
2025 |
|
2024 |
|
2023 |
|||
|
Total investment income |
|
$ |
97,241 |
|
$ |
90,748 |
|
$ |
44,889 |
|
Less: total expenses |
|
(41,918) |
|
|
(38,951) |
|
|
(18,866) |
|
|
Net investment income (loss), before taxes |
|
55,323 |
|
|
51,797 |
|
|
26,023 |
|
|
Income tax expense, including excise tax |
|
|
102 |
|
|
94 |
|
|
- |
|
Net investment income (loss), after taxes |
|
|
55,221 |
|
|
51,703 |
|
|
26,023 |
|
Total net realized and unrealized gain (loss) on investments |
|
(21,390) |
|
|
(1,850) |
|
|
2,901 |
|
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
33,831 |
|
$ |
49,853 |
|
$ |
28,924 |
Investment Income
Investment income for the year ended December 31, 2025, 2024, and 2023, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year ended December 31, |
|||||||
|
|
|
2025 |
|
2024 |
|
2023 |
|||
|
Interest income |
|
$ |
94,683 |
|
$ |
89,224 |
|
$ |
44,665 |
|
Other income |
|
|
1,250 |
|
|
1,501 |
|
|
219 |
|
Dividend income |
|
|
1,308 |
|
|
23 |
|
|
5 |
|
Total investment income |
|
$ |
97,241 |
|
$ |
90,748 |
|
$ |
44,889 |
For the year ended December 31, 2025, we generated investment income of $97,241, consisting primarily of interest income on investments in senior secured first lien term loan, senior secured term loan, delayed draw term loan, revolver and common stocks of 57 portfolio companies held during the period. For the year ended December 31, 2024, we generated investment income of $90,748, consisting primarily of interest income on investments in senior secured first lien term loan, senior secured term loan, delayed draw term loan, revolver and common stocks of 54 portfolio companies held during the period. For the year ended December 31, 2023, we generated investment income of $44,889, consisting primarily of interest income on investments in senior secured first lien term loan, senior secured term loan, delayed draw term loan, revolver and common stocks of 33 portfolio companies held during the period. The increase in investment income was primarily due to the increased number of portfolio holdings.
Expenses
Operating expenses for the year ended December 31, 2025, 2024, and 2023, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year ended December 31, |
|||||||
|
|
|
2025 |
|
2024 |
|
2023 |
|||
|
Interest expense on line of credit |
|
$ |
30,102 |
|
$ |
27,998 |
|
$ |
11,507 |
|
Management fees |
|
|
6,853 |
|
|
5,897 |
|
|
3,439 |
|
Other general and administrative expenses |
|
|
1,249 |
|
|
1,408 |
|
|
598 |
|
Amortization of deferred financing costs |
|
|
1,068 |
|
|
1,160 |
|
|
571 |
|
Professional fees |
|
948 |
|
|
828 |
|
|
885 |
|
|
Overhead expenses |
|
693 |
|
|
774 |
|
|
777 |
|
|
Administration fees |
|
|
607 |
|
|
512 |
|
|
309 |
|
Directors' fees |
|
|
300 |
|
|
300 |
|
|
300 |
|
Custody fees |
|
|
98 |
|
|
74 |
|
|
102 |
|
Interest expense on loans |
|
- |
|
|
- |
|
|
378 |
|
|
Total expenses |
|
$ |
41,918 |
|
$ |
38,951 |
|
$ |
18,866 |
The increase in interest expense during the year ended December 31, 2025 compared to the year ended December 31, 2024 and December 31, 2023 was primarily the result of the new borrowings under the credit agreement with SPV-1 credit facility on March 30, 2023 and the upsizes on this facility during the year ended December 31, 2024 and 2025, as well as the new borrowings under the loan and servicing agreement with SPV-2 credit facility on October 11, 2024.
For the year ended December 31, 2025, we incurred management fees of $6,853. For the year ended December 31, 2024, we incurred management fees of $5,897. For the year ended December 31, 2023, we incurred management fees of $3,439. The increase in management fees was driven by growing gross assets under management.
Net Realized and Unrealized Gains and Losses
Net realized gains (losses) and net unrealized appreciation (depreciation) on our investment portfolio for the year ended December 31, 2025, 2024, and 2023, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year ended December 31, |
|||||||
|
|
|
2025 |
|
2024 |
|
2023 |
|||
|
Net realized gain (loss) on non-controlled/non-affiliate company investments |
|
$ |
(1,094) |
|
$ |
- |
|
$ |
- |
|
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliate company investments |
|
|
(20,296) |
|
|
(1,850) |
|
|
2,901 |
|
Total net realized and unrealized gain (loss) on investments |
$ |
(21,390) |
|
$ |
(1,850) |
|
$ |
2,901 |
|
We value our portfolio investments quarterly and any changes in fair value are recorded as unrealized appreciation (depreciation) on investments. The net realized loss during the year 2025 of $1,094 was primarily due to the debt relief from Legacy Restoration LLC restructure. There were no realized gains (losses) for the year ended December 31, 2024 and 2023. The change in unrealized gain (loss) on investments was primarily due to the increased number of holdings during the year ended December 31, 2024 and 2025 compared to the year ended December 31, 2023. The valuation mark down on a few portfolio holdings such as Essence Communications Inc. and Athlete Buyer, LLC contributed to the unrealized loss during the year ended December 31, 2025.
Off-Balance Sheet Arrangements
Our investment portfolio may contain investments that are in the form of lines of credit or unfunded commitments which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. Unfunded commitments to provide funds to portfolio companies are not reflected on our Consolidated Statements of Assets and Liabilities. These commitments are subject to the same underwriting and ongoing portfolio maintenance as are the on-balance sheet financial instruments that we hold. Since these commitments may expire without being drawn, the total commitment amount does not necessarily represent future cash requirements. As of December 31, 2025 and 2024, we had aggregate unfunded commitments totaling $31.8 million and $39.9 million, respectively.
RIC Tax Treatment and Distributions
Following our election to be regulated as a BDC under the 1940 Act, we elected to be treated as a RIC and will file our tax return for the year ending December 31, 2025, as a RIC. So long as we maintain our status as a RIC, we generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute at least annually to our shareholders as distributions. Rather, any tax liability related to income distributed by us represents obligations of our shareholders and will not be reflected on our Consolidated Statement of Assets and Liabilities.
Dividends and distributions to stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Board each quarter and is generally based upon the earnings estimated by the Investment Adviser. Net realized capital gains, if any, are distributed at least annually, although we may decide to retain such capital gains for investment.
We have adopted a dividend reinvestment plan that provides for reinvestment of any distributions we declare in cash on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash distribution, then our stockholders who have not "opted out" of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of the common stock, rather than receiving the cash distribution.
The following table summarizes the distributions declared on shares of our common stock since the initial funding on September 26, 2022. Stockholders of record as of each respective record date were entitled to receive the distribution:
|
|
|
|
|
|
|
|
|
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Amount per Share |
|
|
12/30/2022 |
12/30/2022 |
1/27/2023 |
|
$ |
0.08 |
||
|
5/23/2023 |
5/26/2023 |
6/9/2023 |
|
$ |
0.21 |
||
|
8/28/2023 |
8/31/2023 |
9/14/2023 |
|
$ |
0.24 |
||
|
11/27/2023 |
11/30/2023 |
12/14/2023 |
|
$ |
0.22 |
||
|
12/27/2023 |
12/29/2023 |
1/12/2024 |
|
$ |
0.34 |
||
|
5/21/2024 |
|
5/24/2024 |
|
6/7/2024 |
|
$ |
0.29 |
|
9/9/2024 |
|
9/12/2024 |
|
9/26/2024 |
|
$ |
0.34 |
|
11/19/2024 |
|
11/20/2024 |
|
11/26/2024 |
|
$ |
0.26 |
|
12/31/2024 |
|
12/26/2024 |
|
1/14/2025 |
|
$ |
0.35 |
|
5/27/2025 |
|
5/30/2025 |
|
6/13/2025 |
|
$ |
0.37 |
|
8/25/2025 |
|
8/28/2025 |
|
9/12/2025 |
|
$ |
0.32 |
|
11/19/2025 |
|
11/21/2025 |
|
12/05/2025 |
|
$ |
0.30 |
|
12/26/2025 |
|
12/31/2025 |
|
1/14/2026 |
|
$ |
0.31 |
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming the estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies is integral to understanding our consolidated financial statements. We describe our most significant accounting policies in Note 2 to our audited consolidated financial statements included herein. Critical accounting policies are those that require the application of management's most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as necessary based on changing conditions. We have identified one of our accounting policies, valuation of portfolio investments, as critical because it involves significant judgments and assumptions about highly complex and inherently uncertain matters, and the use of reasonably different estimates and assumptions could have a material impact on our reported results of operations or financial condition. As we execute our operating plans, we will describe additional critical accounting policies in the notes to our future financial statements in addition to those discussed below.
Investment Valuation
Our investments are valued at fair value. The Investment Adviser, designated by the Board as a valuation designee, will determine the fair value of the assets on at least a quarterly basis in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or ASC 820. In accordance with Rule 2a-5 of the 1940 Act, the Company's Board has designated the Investment Adviser as the Company's "valuation designee." The Company's Board and the audit committee of the Board, which is comprised solely of independent directors, oversees the activities, methodology and processes of the valuation designee.
We define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability.
Investments measured and reported at fair value are classified and disclosed in one of the following categories:
Level 1: Quoted prices are available in active markets for identical investments as of the reporting date. The types of investments in Level 1 include listed equities and listed derivatives. The Company does not adjust the quoted price for these investments, even in situations where the Company may hold a large position and a sale could reasonably impact the quoted price.
Level 2: Pricing inputs are other than quoted prices in active markets of comparable instruments, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments in this category generally include corporate bonds and loans, less liquid and restricted equity securities, and certain over-the-counter derivatives.
Level 3: Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. Investments in this category generally include equity and debt positions in private companies.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.
The Company assesses the levels of the investments at each measurement date in accordance with the Company's accounting policy.
Investments for which prices are not observable are generally private investments in the equity and debt securities of operating companies. Fair value of private investments is based on Level 3 inputs and determined by reference to public market or private transactions or valuations for comparable companies or assets in the relevant asset class when such amounts are available. Enterprise values of the underlying portfolio companies are completed to compute the fair value for each class of security owned by the Company. Generally, these enterprise valuations are derived by multiplying a key performance metric of the investee company's asset (e.g., EBITDA) by the relevant valuation multiple observed for comparable companies or transactions, adjusted by management for differences between the investment and the referenced comparable. If the enterprise value of private investments held cannot be valued by reference to observable valuation measures for comparable companies, then the primary analytical method used to estimate the fair value of such private investments is the discounted cash flow method. A sensitivity analysis is applied to the estimated future cash flows using various factors depending on investment, including assumed growth rate (in cash flows), capitalization rates (for determining terminal values) and appropriate discount rates to determine a range of reasonable values. The valuation based on the inputs determined to be the most probable is used as the fair value of the investment.
The fair value of the Company's investments in debt securities is further estimated using recently executed transactions, market price quotations and traded yields of corporate transactions (all when observable). When observable data is not available, fair value is estimated based on analysis of the collateral, cash flow models with yield curve analysis, seniority of the debt, enterprise value relative to debt levels, projected financial condition and operating results, payment history and ability to generate sufficient cash flows to make payments when due, and prepayment penalties.
Investments in the equity and debt securities of portfolio companies may also be valued at cost for a period of time after acquisition as the best indicator of fair value.
The determination of fair value using these methodologies takes into account consideration of a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. These valuation methodologies involve a significant degree of judgment by the Investment Adviser.
Because the Company is under no compulsion to dispose of its investments, which are made with a view to a holding period of two years or more, the estimated values, as determined above, may not reflect amounts that could be realized upon immediate sale nor amounts that ultimately may be realized. Because of the inherent uncertainty of the valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material.