Bain Capital Private Credit
11/14/2025 | Press release | Distributed by Public on 11/14/2025 15:42
Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing elsewhere in this report. Please see "Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under "Forward-Looking Statements" appearing elsewhere in this report.
Overview
The Company is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a BDC under the 1940 Act. We are managed by the Advisor, a subsidiary of Bain Capital Credit. Our Advisor is registered as an investment adviser with the SEC under the Advisers Act. Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our "Administrator"). The Company commenced operations on November 28, 2023. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, unitranche, including last-out portions of such loans, and second lien debt, subordinated debt, as well as through select equity investments, investments in strategic joint ventures and, to a lesser extent, corporate bonds.
We are a non-exchange traded, perpetual-life BDC whose shares are not listed for trading on a stock exchange or other securities market. The term "perpetual-life" is used to differentiate our structure from other BDCs who have a finite offering period and/or have a predefined time period to pursue a liquidity event or to wind down the fund. In contrast, in a perpetual-life BDC structure like ours, we expect to offer Common Shares continuously at a price equal to the monthly NAV per share and we have an indefinite duration, with no obligation to effect a liquidity event at any time. We generally intend to offer our common shareholders an opportunity to have their shares repurchased on a quarterly basis, subject to an aggregate cap of 5% of shares outstanding. However, the determination to repurchase shares in any given quarter is fully at the discretion of our Board, so investors may not always have access to liquidity when they desire it. See "Risk Factors."
Our primary focus is capitalizing on opportunities within Bain Capital Credit's Senior Direct Lending Strategy, as defined below, which seeks to provide risk-adjusted returns and current income to investors by investing primarily in middle-market direct lending opportunities across North America, Europe and Australia and also in other geographic markets. We use the term "middle market" to refer to companies with between $10.0 million and $150.0 million in annual EBITDA. However, we may, from time to time, invest in larger or smaller companies. We focus on (i) senior secured investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender (including "unitranche" loans, which are loans that combine both senior and mezzanine debt) and (ii) mezzanine debt and other junior securities with a focus on downside protection. We generally seek to retain effective voting control in respect of the loans or particular class of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We may also invest in mezzanine debt and other junior securities, including common and preferred equity and in secondary purchases of assets or portfolios, on an opportunistic basis, but such investments are not the principal focus of our investment strategy. We may also invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities. Our debt investments may be at fixed or floating interest rates, and our floating rate investments may utilize one or more reference rates, such as the Secured Overnight Financing Rate ("SOFR"). Our investments are subject to a number of risks.
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations.
Leverage may be utilized to help the Company meet its investment objective. Any such leverage would be expected to increase the total capital available for investment by the Company.
We may invest in debt securities which are either rated below investment grade or not rated by any rating agency but, if they were rated, would be rated below investment grade. 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.
Following our initial public offering, the value at which our new Common Shares may be offered, or our Common Shares may be repurchased, will be equal to our monthly NAV per share. In addition, an investment in our Common Shares has limited or no liquidity beyond our share repurchase program, and our share repurchase program can be modified, suspended or terminated at the Board's discretion. Our Common Shares may be purchased by any investor who meets the minimum suitability requirements described under "Suitability Standards" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Purchases of our Common Shares must be fully funded at the time of subscription.
We have a perpetual life and may continue to take in new capital on a continuous basis at a value generally equal to our NAV per share. We will be continually originating new investments to the extent we raise additional capital. We will also be regularly recycling capital from our existing investors into new investments.
Investments
Our level of investment activity may vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.
As a BDC, we may not acquire any assets other than "qualifying assets" specified in the 1940 Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in "eligible portfolio companies." Pursuant to rules adopted by the SEC, "eligible portfolio companies" include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
As a BDC, we may also invest up to 30% of our portfolio opportunistically in "non-qualifying" portfolio investments, such as investments in non-U.S. companies.
Revenues
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations. Leverage may be utilized to help the Company meet its investment objective. Any such leverage would be expected to increase the total capital available for investment by the Company.
Our debt investment portfolio consists of primarily floating rate loans. As of September 30, 2025 and December 31, 2024, 93.5% and 98.2%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments
that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.
Expenses
Our primary operating expenses include the payment of fees to the Advisor under the Investment Advisory Agreement, our allocable portion of overhead expenses under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
•
organization and offering expenses associated with the offering of the Common Shares (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Company's systems and those of participating broker-dealers, reasonable bona fide due diligence expenses of participating broker- dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Company's escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);
•
all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the "AIFMD"), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisers that provide transactional legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Company and (y) expenses and fees to provide administrative and accounting services to the Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Company or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);
•
the cost of calculating the Company's NAV, including the cost of any third-party valuation services;
•
the cost of effecting any sales and repurchases of the Common Shares and other securities;
•
fees and expenses payable under any managing dealer and selected dealer agreements, if any;
•
interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Company, including, but not limited to, the arranging thereof and related legal expenses;
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all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;
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costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company's assets for tax or other purposes;
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costs of derivatives and hedging;
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expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisor, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company's rights;
•
expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Advisor or its affiliates to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;
•
all fees, costs and expenses, if any, incurred by or on behalf of the Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;
•
the allocated costs incurred by the Advisor and the administrator in providing managerial assistance to those portfolio companies that request it;
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all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);
•
investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Advisor is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company's investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Advisor or its affiliates) reasonably necessary and/or
•
advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates as lessor in connection therewith));
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transfer agent, dividend agent and custodial fees;
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fees and expenses associated with marketing efforts;
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federal and state registration fees, franchise fees, costs associated with an exchange listing (including stock exchange listing fees) and fees payable to rating agencies;
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independent trustees' fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;
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costs of preparing Consolidated Financial Statements and maintaining books and records, costs of Sarbanes-Oxley Act compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, Commodity Futures Trading Commission ("CFTC") and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;
•
all fees, costs and expenses associated with the preparation and issuance of the Company's periodic reports and related statements (e.g., Consolidated Financial Statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Company or the Advisor or its affiliates in connection with such provision of services thereby);
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the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any shareholder or trustee meetings;
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proxy voting expenses;
•
costs of registration rights granted to certain investors;
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any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisor lacks sufficient information from third parties to file a timely and complete tax return) levied against the Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith;
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all fees, costs and expenses of any litigation, arbitration or audit involving the Company any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Company;
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all fees, costs and expenses associated with the Company's information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Advisor's or its affiliates' internal
and third-party research groups (which are generally based on time spent, assets under management, usage rates, proportionate holdings or a combination thereof or other reasonable methods determined by the Administrator) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Advisor and/or its affiliates for data-related services provided to the Company and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;
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the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Company's election to be treated as a BDC;
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costs associated with individual or group shareholders;
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fidelity bond, trustees' and officers' errors and omissions liability insurance and other insurance premiums;
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direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;
•
all fees, costs and expenses of winding up and liquidating the Company's assets;
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extraordinary expenses (such as litigation or indemnification);
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all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings; notices or disclosures related to the Company's activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under the Foreign Account Tax Compliance Act and Report of Foreign Bank and Financial Accounts reporting requirements applicable to the Company or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Company engages in activities, including any notices, reports and/or filings required under the AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisor relating to the Company and its affiliates relating to the Company, and their activities) and/or other regulatory filings, notices or disclosures of the Advisor and its affiliates relating to the Company including those pursuant to applicable disclosure laws and expenses relating to Freedom of Information Act requests, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not related to the Company and its activities;
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costs and expenses (including travel) in connection with the diligence and oversight of the Company's service providers;
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costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Advisor or its affiliates for meetings with existing investors and any broker-dealers, registered investment advisors, financial and other advisors representing such existing investors; and
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all other expenses incurred by the Administrator in connection with administering the Company's business.
To the extent that expenses to be borne by us are paid by our Advisor, we will generally reimburse our Advisor for such expenses. To the extent the Administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to the Administrator. We also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley Act internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by the Board. We incurred expenses related to the Administrator of $0.1 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. We incurred expenses related to the Administrator of $0.4 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.3 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. We incurred expenses related to the sub-administrator of $0.5 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The Advisor will not be reimbursed to the extent that such reimbursements would cause any distributions to our shareholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our shareholders.
BCSF Advisors, LP, in its capacity as our investment adviser prior to September 28, 2023, and the Advisor advanced all expenses incurred on our behalf through the date on which we broke escrow for our offering.
Leverage
From time to time, we may borrow funds, including under our credit facilities, or issue debt securities or preferred securities to make additional investments or for other purposes. This is known as "leverage" and could increase or decrease returns to our shareholders. The use of borrowed funds or the proceeds of preferred securities offerings to make investments has specific benefits and risks, and all of the costs of borrowing funds or issuing preferred securities are borne by our shareholders. As a BDC, with certain limited exceptions, we may only borrow amounts such that our asset coverage ratio, as defined in the 1940 Act, is in compliance with the ratio for BDCs set forth in the 1940 Act. The Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met). As of September 30, 2025 and December 31, 2024, the Company's asset coverage ratio was 213.6% and 194.8%, respectively.
Our leverage may take the form of revolving or term loans from financial institutions, secured or unsecured bonds, securitization of portions of our investment portfolio via collateralized loan obligations or preferred shares.
Investment Decision Process
The Advisor's investment process can be broken into five processes: (1) Sourcing and Idea Generation, (2) Investment Diligence & Recommendation, (3) Credit Committee Approval, (4) Portfolio Construction and (5) Portfolio & Risk Management.
Sourcing and Idea Generation
The investment decision-making process begins with sourcing ideas. Bain Capital Credit's Private Credit Group interacts with a broad and deep set of global sourcing contacts, enabling the group to generate a large set of middle-market investment opportunities. Further enhancing the sourcing capability of the core Private Credit Group are Bain Capital Credit's industry groups, Trading Desk, and the Bain Capital Special Situations team. The team has extensive contacts with private equity firms. Relationships with banks, a variety of advisors and intermediaries and a handful of unique independent sponsors compose the remainder of the relationships. Through these sourcing efforts the Private Credit Group has built a sustainable deal funnel, which has generated hundreds of opportunities to review annually.
Investment Diligence & Recommendation
Our Advisor utilizes Bain Capital Credit's bottom-up approach to investing, and it starts with due diligence. The Private Credit Group works with the close support of Bain Capital Credit's industry groups on performing due diligence. This process typically begins with a detailed review of the offering memorandum as well as Bain Capital Credit's own independent diligence efforts, including in-house materials and expertise, third-party independent research and interviews, and hands-on field checks where appropriate. For deals that progress beyond an initial stage, the team will schedule one or more meetings with company management, facilities visits and also meetings with the sponsor in order to ask more detailed questions and to better understand the sponsor's view of the business and plans for it going forward. The team's diligence work is summarized in investment memorandums and accompanying credit packs. Work product also includes full models and covenant analysis. The approval process itself is iterative, involving multiple levels of discussion and approval.
Credit Committee Approval
Given Bain Capital Credit's broad and diverse range of investment strategies, we tailor our investment decision-making process by strategy to provide a robust and comprehensive discussion of both individual investments and the applicable portfolio(s) under consideration. We believe that this flexible approach provides a rigorous investment decision-making process that allows us to be nimble across a variety of market environments while still maintaining high credit underwriting standards.
Our investments require approval from at least the Private Credit Investment Committee, which includes three Partners in the Private Credit Group as standing members: Michael Ewald, Mike Boyle, and Carolyn Hastings. Ad hoc members may also be included in the Private Credit Investment Committee for certain types of investments.
Portfolio Construction
Portfolio construction is largely the responsibility of the portfolio managers. The portfolio managers will construct the portfolio using a set of approved investments. While the decision to buy generally requires approval from at least the Private Credit Investment Committee, the decision to sell securities is at the sole discretion of the portfolio managers. For middle-market holdings, the path to exit an investment is discussed at credit committee meetings, including restructurings, acquisitions and sale to strategic buyers. Since most middle-market investments are illiquid, exits are driven primarily by a sale of the portfolio company or a refinancing of the portfolio company's debt.
Portfolio & Risk Management
Our Advisor utilizes Bain Capital Credit's Private Credit Group for the daily monitoring of its respective credits after an investment has been made. Our Advisor believes that the ongoing monitoring of financial performance and market developments of portfolio investments is critical to successful investment management. Accordingly, our Advisor is actively involved in an on-going portfolio review process and attends board meetings. To the extent a portfolio investment is not meeting our Advisor's expectations, our Advisor takes corrective action when it deems appropriate, which may include raising interest rates, gaining a more influential role on its board, taking warrants and, where appropriate, restructuring the balance sheet to take control of the company. Our Advisor will utilize the Bain Capital Credit Risk and Oversight Committee. The Risk and Oversight Committee is responsible for monitoring and reviewing risk management, including portfolio risk, counterparty risk and firm-wide risk issues. In addition to the methods noted above, there are a number of proprietary methods and tools used through all levels of Bain Capital Credit to manage portfolio risk.
Portfolio and Investment Activity
During the three months ended September 30, 2025, we invested $290.9 million, including PIK, in 61 portfolio companies, and had $113.8 million in aggregate amount of principal repayment and sales, resulting in a net increase in investment of $177.1 million for the period. Of the $290.9 million invested during the three months ended September 30, 2025, $21.0 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
During the three months ended September 30, 2024, we invested $198.7 million, including PIK, in 31 portfolio companies, and had $37.2 million in aggregate amount of principal repayment and sales, resulting in a net increase in investment of $161.5 million for the period. Of the $198.7 million invested during the three months ended September 30, 2024, $30.4 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
During the nine months ended September 30, 2025, we invested $930.4 million, including PIK, in 134 portfolio companies, and had $295.9 million in aggregate amount of principal repayment and sales, resulting in a net increase in investment of $634.5 million for the period. Of the $930.4 million invested during the nine months ended September 30, 2025, $81.1 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
During the nine months ended September 30, 2024, we invested $387.6 million, including PIK, in 63 portfolio companies, and had $71.0 million in aggregate amount of principal repayment and sales, resulting in a net increase in investment of $316.6 million for the period. Of the $387.6 million invested during the nine months ended September 30, 2024, $32.1 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
The following table shows the composition of the investment portfolio and associated yield data as of September 30, 2025 (dollars in thousands):
|
As of September 30, 2025 |
|||||||||||||||||||||||||||||
|
Weighted Average |
|||||||||||||||||||||||||||||
|
Yield (1) |
|||||||||||||||||||||||||||||
|
at |
|||||||||||||||||||||||||||||
|
Percentage of |
Percentage of |
Amortized |
Market |
||||||||||||||||||||||||||
|
Amortized Cost |
Total Portfolio |
Fair Value |
Total Portfolio |
Cost |
Value |
||||||||||||||||||||||||
|
First Lien Senior Secured Loan |
$ |
1,200,646 |
88.8 |
% |
$ |
1,203,456 |
88.0 |
% |
9.9 |
% |
9.9 |
% |
|||||||||||||||||
|
Second Lien Senior Secured Loan |
18,752 |
1.4 |
18,749 |
1.4 |
12.4 |
12.4 |
|||||||||||||||||||||||
|
Subordinated Debt |
77,685 |
5.7 |
78,484 |
5.7 |
15.8 |
15.8 |
|||||||||||||||||||||||
|
Preferred Equity |
16,899 |
1.2 |
18,277 |
1.3 |
9.5 |
9.1 |
|||||||||||||||||||||||
|
Equity Interest |
18,079 |
1.3 |
26,070 |
1.9 |
N/A |
N/A |
|||||||||||||||||||||||
|
Warrants |
- |
0.0 |
915 |
0.1 |
N/A |
N/A |
|||||||||||||||||||||||
|
Subordinated Notes in Investment Vehicles (2) |
17,240 |
1.3 |
17,240 |
1.3 |
10.0 |
10.0 |
|||||||||||||||||||||||
|
Preferred Equity Interest in Investment Vehicles (2) |
10 |
0.0 |
105 |
0.0 |
N/A |
N/A |
|||||||||||||||||||||||
|
Equity Interests in Investment Vehicles (2) |
3,875 |
0.3 |
4,073 |
0.3 |
9.5 |
9.0 |
|||||||||||||||||||||||
|
Total |
$ |
1,353,186 |
100.0 |
% |
$ |
1,367,369 |
100.0 |
% |
10.3 |
% |
10.3 |
% |
|||||||||||||||||
(1)
Weighted average yields are computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities, divided by (b) the total relevant investments at amortized cost or at fair value, as applicable. The weighted average yield does not represent the total return to our shareholders.
(2)
Represents debt and equity investment in SLP II.
The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2024 (dollars in thousands):
|
As of December 31, 2024 |
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|
Weighted Average |
|||||||||||||||||||||||||||||
|
Yield (1) |
|||||||||||||||||||||||||||||
|
at |
|||||||||||||||||||||||||||||
|
Percentage of |
Percentage of |
Amortized |
Market |
||||||||||||||||||||||||||
|
Amortized Cost |
Total Portfolio |
Fair Value |
Total Portfolio |
Cost |
Value |
||||||||||||||||||||||||
|
First Lien Senior Secured Loan |
$ |
687,623 |
95.9 |
% |
$ |
685,846 |
95.7 |
% |
11.1 |
% |
11.1 |
% |
|||||||||||||||||
|
Preferred Equity |
14,360 |
2.0 |
14,694 |
2.0 |
13.6 |
13.6 |
|||||||||||||||||||||||
|
Equity Interest |
9,529 |
1.3 |
10,984 |
1.5 |
- |
- |
|||||||||||||||||||||||
|
Subordinated Debt |
5,399 |
0.8 |
5,147 |
0.7 |
13.8 |
13.8 |
|||||||||||||||||||||||
|
Warrants |
- |
- |
628 |
0.1 |
- |
- |
|||||||||||||||||||||||
|
Total |
$ |
716,911 |
100.0 |
% |
$ |
717,299 |
100.0 |
% |
11.2 |
% |
11.2 |
% |
|||||||||||||||||
(1)
Weighted average yields are computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities, divided by (b) the total relevant investments at amortized cost or at fair value, as applicable. The weighted average yield does not represent the total return to our shareholders.
The following table presents certain selected information regarding our investment portfolio as of September 30, 2025:
|
As of |
|||||
|
September 30, 2025 |
|||||
|
Number of portfolio companies |
141 |
||||
|
Percentage of debt bearing a floating rate (1) |
93.5 |
% |
|||
|
Percentage of debt bearing a fixed rate (1) |
6.5 |
% |
|||
(1)
Measured on a fair value basis.
The following table presents certain selected information regarding our investment portfolio as of December 31, 2024:
|
As of |
|||||
|
December 31, 2024 |
|||||
|
Number of portfolio companies |
86 |
||||
|
Percentage of debt bearing a floating rate (1) |
98.2 |
% |
|||
|
Percentage of debt bearing a fixed rate (1) |
1.8 |
% |
|||
(1)
Measured on a fair value basis.
The following table shows the amortized cost and fair value of our performing and non-accrual investments as of September 30, 2025 (dollars in thousands):
|
As of September 30, 2025 |
|||||||||||||||||
|
Amortized Cost |
Percentage at |
Fair Value |
Percentage at |
||||||||||||||
|
Performing |
$ |
1,339,009 |
99.0 |
% |
$ |
1,358,130 |
99.3 |
% |
|||||||||
|
Non-accrual |
14,177 |
1.0 |
9,239 |
0.7 |
|||||||||||||
|
Total |
$ |
1,353,186 |
100.0 |
% |
$ |
1,367,369 |
100.0 |
% |
|||||||||
The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2024 (dollars in thousands):
|
As of December 31, 2024 |
|||||||||||||||||
|
Amortized Cost |
Percentage at |
Fair Value |
Percentage at |
||||||||||||||
|
Performing |
$ |
716,911 |
100.0 |
% |
$ |
717,299 |
100.0 |
% |
|||||||||
|
Non-accrual |
- |
- |
- |
- |
|||||||||||||
|
Total |
$ |
716,911 |
100.0 |
% |
$ |
717,299 |
100.0 |
% |
|||||||||
Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management's judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of September 30, 2025 and December 31, 2024, there was one and zero loans placed on non-accrual in the Company's portfolio, respectively.
The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of September 30, 2025 (dollars in thousands):
|
As of September 30, 2025 |
|||||||||||||||||
|
Amortized |
Percentage |
Fair |
Percentage |
||||||||||||||
|
First Lien Senior Secured Loan |
$ |
1,200,646 |
86.2 |
% |
$ |
1,203,456 |
85.4 |
% |
|||||||||
|
Second Lien Senior Secured Loan |
18,752 |
1.3 |
18,749 |
1.3 |
|||||||||||||
|
Subordinated Debt |
77,685 |
5.6 |
78,484 |
5.6 |
|||||||||||||
|
Preferred Equity |
16,899 |
1.2 |
18,277 |
1.3 |
|||||||||||||
|
Equity Interest |
18,079 |
1.3 |
26,070 |
1.9 |
|||||||||||||
|
Warrants |
- |
0.0 |
915 |
0.1 |
|||||||||||||
|
Subordinated Notes in Investment Vehicles (1) |
17,240 |
1.2 |
17,240 |
1.2 |
|||||||||||||
|
Preferred Equity Interest in Investment Vehicles (1) |
10 |
0.0 |
105 |
0.0 |
|||||||||||||
|
Equity Interests in Investment Vehicles (1) |
3,875 |
0.3 |
4,073 |
0.3 |
|||||||||||||
|
Cash and cash equivalents |
38,270 |
2.7 |
38,270 |
2.7 |
|||||||||||||
|
Foreign cash |
3,146 |
0.2 |
3,196 |
0.2 |
|||||||||||||
|
Restricted cash |
50 |
0.0 |
50 |
0.0 |
|||||||||||||
|
Total |
$ |
1,394,652 |
100.0 |
% |
$ |
1,408,885 |
100.0 |
% |
|||||||||
(1)Represents debt and equity investment in SLP II.
The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2024 (dollars in thousands):
|
As of December 31, 2024 |
|||||||||||||||||
|
Amortized |
Percentage |
Fair |
Percentage |
||||||||||||||
|
First Lien Senior Secured Loan |
$ |
687,623 |
93.8 |
% |
$ |
685,846 |
93.5 |
% |
|||||||||
|
Preferred Equity |
14,360 |
2.0 |
14,694 |
2.0 |
|||||||||||||
|
Equity Interest |
9,529 |
1.3 |
10,984 |
1.5 |
|||||||||||||
|
Warrants |
- |
0.0 |
628 |
0.1 |
|||||||||||||
|
Subordinated Debt |
5,399 |
0.7 |
5,147 |
0.7 |
|||||||||||||
|
Cash and Cash Equivalents |
15,441 |
2.1 |
15,441 |
2.1 |
|||||||||||||
|
Restricted Cash |
50 |
0.0 |
50 |
0.0 |
|||||||||||||
|
Foreign Cash |
1,006 |
0.1 |
898 |
0.1 |
|||||||||||||
|
Total |
$ |
733,408 |
100.0 |
% |
$ |
733,688 |
100.0 |
% |
|||||||||
Our Advisor monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
•
assessment of success in adhering to the portfolio company's business plan and compliance with covenants;
•
periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;
•
comparisons to our other portfolio companies in the industry, if any;
•
attendance at and participation in board meetings or presentations by portfolio companies; and
•
review of monthly and quarterly Consolidated Financial Statements and financial projections of portfolio companies.
Our Advisor rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3 or 4, our Advisor enhances its level of scrutiny over the monitoring of such portfolio company. Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
•
An investment is rated 1 if, in the opinion of our Advisor, it is performing above underwriting expectations, and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company or the likelihood of a potential exit.
•
An investment is rated 2 if, in the opinion of our Advisor, it is performing as expected at the time of our underwriting and there are generally no concerns about the portfolio company's performance or ability to meet covenant requirements, interest payments or principal amortization, if applicable. All new investments or acquired investments in new portfolio companies are initially given a rating of 2.
•
An investment is rated 3 if, in the opinion of our Advisor, the investment is performing below underwriting expectations and there may be concerns about the portfolio company's performance or trends in the industry, including as a result of factors such as declining performance, non-compliance with debt covenants or delinquency in loan payments (but generally not more than 180 days past due).
•
An investment is rated 4 if, in the opinion of our Advisor, the investment is performing materially below underwriting expectations. For debt investments, most of or all of the debt covenants are out of compliance and payments are substantially delinquent. Investments rated 4 are not anticipated to be repaid in full, if applicable, and there is significant risk that we may realize a substantial loss on our investment.
The following table shows the composition of our portfolio on the 1 to 4 rating scale as of September 30, 2025 (dollars in thousands):
|
As of September 30, 2025 |
|||||||||||||||||
|
Investment Performance Rating |
Fair Value |
Percentage |
Number of |
Percentage |
|||||||||||||
|
$ |
1,555 |
0.1 |
% |
1 |
0.7 |
% |
|||||||||||
|
1,356,575 |
99.2 |
139 |
98.6 |
||||||||||||||
|
- |
- |
- |
- |
||||||||||||||
|
9,239 |
0.7 |
1 |
0.7 |
||||||||||||||
|
Total |
$ |
1,367,369 |
100.0 |
% |
141 |
100.0 |
% |
||||||||||
(1)
Number of investment rated companies may not agree to total portfolio companies due to investments across investment types and structures.
The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2024 (dollars in thousands):
|
As of December 31, 2024 |
|||||||||||||||||
|
Investment Performance Rating |
Fair Value |
Percentage |
Number of |
Percentage |
|||||||||||||
|
$ |
70 |
- |
% |
1 |
1.2 |
% |
|||||||||||
|
705,331 |
98.3 |
84 |
97.6 |
||||||||||||||
|
11,898 |
1.7 |
1 |
1.2 |
||||||||||||||
|
- |
- |
- |
- |
||||||||||||||
|
Total |
$ |
717,299 |
100.0 |
% |
86 |
100.0 |
% |
||||||||||
(1)
Number of investment rated companies may not agree to total portfolio companies due to investments across investment types and structures.
Bain Capital Senior Loan Program II, LLC
On December 27, 2024, the Company and an entity advised by Amberstone Co., Ltd. ("Amberstone"), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program II, LLC ("SLP II"). Pursuant to an amended and restated limited liability company agreement between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP II. Total initial capital commitments to SLP II are $100 million, with each party expected to maintain their pro rata proportionate share for each capital contribution. SLP II will seek to invest primarily in senior secured first lien loans of U.S. borrowers. Investment decisions and all other material decisions in respect of SLP II must be approved by representatives of the Company and Amberstone.
As of September 30, 2025, the Company's investment in SLP II consisted of subordinated notes of $17.2 million, preferred equity interests of $0.1 million and equity interests of $4.1 million. As of December 31, 2024, SLP II had not commenced operations and the Company had no investment in SLP II. The Company and Amberstone each appointed two members to SLP II's four-person Member Designees' Committee. All material decisions with respect to SLP II, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees' Committee. The Company does not consolidate its investments in SLP II as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP II due to the allocation of voting rights among SLP II members.
The following table is a summary of SLP II's portfolio at fair value:
|
As of |
||||||
|
September 30, 2025 |
||||||
|
Total investments |
$ |
142,350 |
||||
|
Weighted average yield on investments |
9.6 |
% |
||||
|
Number of borrowers in SLP II |
27 |
|||||
|
Largest portfolio company investment |
$ |
10,000 |
||||
|
Total of five largest portfolio company investments |
$ |
34,801 |
||||
|
Unfunded commitments |
$ |
- |
||||
Results of Operations
Our operating results for the three months ended September 30, 2025 and 2024 were as follows (dollars in thousands):
|
For the Three Months Ended September 30, |
||||||||||
|
2025 |
2024 |
|||||||||
|
Total investment income |
$ |
36,434 |
$ |
15,330 |
||||||
|
Total expenses, net of fee waivers |
20,151 |
7,517 |
||||||||
|
Net investment income before taxes |
16,283 |
7,813 |
||||||||
|
Less: Income taxes, including excise tax |
130 |
69 |
||||||||
|
Net investment income |
16,153 |
7,744 |
||||||||
|
Net realized loss |
(237 |
) |
(234 |
) |
||||||
|
Net change in unrealized appreciation |
5,424 |
(94 |
) |
|||||||
|
Net increase in net assets resulting from operations |
$ |
21,340 |
$ |
7,416 |
||||||
Our operating results for the nine months ended September 30, 2025 and 2024 were as follows (dollars in thousands):
|
For the Nine Months Ended September 30, |
||||||||
|
2025 |
2024 |
|||||||
|
Total investment income |
$ |
88,338 |
$ |
33,722 |
||||
|
Total expenses, net of fee waivers |
46,638 |
17,260 |
||||||
|
Net investment income before taxes |
41,700 |
16,462 |
||||||
|
Less: Income taxes, including excise tax |
343 |
115 |
||||||
|
Net investment income |
41,357 |
16,347 |
||||||
|
Net realized (gain) loss |
596 |
(91 |
) |
|||||
|
Net change in unrealized appreciation |
6,410 |
563 |
||||||
|
Net increase in net assets resulting from operations |
$ |
48,363 |
$ |
16,819 |
||||
Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including additional financing, new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Due to these factors, comparisons may not be meaningful.
Investment Income
The composition of our investment income for the three months ended September 30, 2025 and 2024 was as follows (dollars in thousands):
|
For the Three Months Ended September 30, |
||||||||||
|
2025 |
2024 |
|||||||||
|
Interest from investments |
$ |
30,306 |
$ |
12,330 |
||||||
|
Dividend income |
742 |
949 |
||||||||
|
PIK income |
3,422 |
143 |
||||||||
|
Other income |
1,964 |
1,908 |
||||||||
|
Total investment income |
$ |
36,434 |
$ |
15,330 |
||||||
Interest income from investments, which includes interest and accretion of discounts and fees, increased to $30.3 million for the three months ended September 30, 2025 from $12.3 million for the three months ended September 30, 2024, due to an increase in investment portfolio size. Dividend income decreased to $0.7 million for the three months ended September 30, 2025 from $0.9 million for the three months ended September 30, 2024, due to a decrease in dividend income from certain equity investments. PIK income increased to $3.4 million for the three months ended September 30, 2025 from $0.1 million for the three months ended September 30, 2024, due to an increase in investment portfolio size and the number of investments earning PIK income. Other income increased to approximately $2.0 million for the three months ended September 30, 2025 from $1.9 million for the three months ended September 30, 2024, primarily due to increases in investment portfolio size and upfront, commitment and closing fees earned on certain investments. As of September 30, 2025, the weighted average yield of our investment portfolio decreased to 10.3% from 11.5% as of September 30, 2024, at amortized cost.
The composition of our investment income for the nine months ended September 30, 2025 and 2024 was as follows (dollars in thousands):
|
For the Nine Months Ended September 30, |
||||||||||
|
2025 |
2024 |
|||||||||
|
Interest from investments |
$ |
73,668 |
$ |
29,025 |
||||||
|
Dividend income |
1,550 |
949 |
||||||||
|
PIK income |
6,612 |
171 |
||||||||
|
Other income |
6,508 |
3,577 |
||||||||
|
Total investment income |
$ |
88,338 |
$ |
33,722 |
||||||
Interest income from investments, which includes interest and accretion of discounts and fees, increased to $73.7 million for the nine months ended September 30, 2025 from $29.0 million for the nine months ended September 30, 2024, due to an increase in investment portfolio size. Dividend income increased to $1.6 million for the nine months ended September 30, 2025 from $0.9 million for the nine months ended September 30, 2024, due to an increase in investment portfolio size. PIK income increased to $6.6 million for the nine months ended September 30, 2025 from $0.2 million for the nine months ended September 30, 2024 due to an increase in investment portfolio size and the number of investments earning PIK income. Other income increased to approximately $6.5 million for the nine months ended September 30, 2025 from $3.6 million for the nine months ended September 30, 2024, primarily due to increases in investment portfolio size and upfront, commitment and closing fees earned on certain investments. As of September 30, 2025, the weighted average yield of our investment portfolio decreased to 10.3% from 11.5% as of September 30, 2024, at amortized cost.
Operating Expenses
The composition of our operating expenses for the three months ended September 30, 2025 and 2024 were as follows (dollars in thousands):
|
For the Three Months Ended September 30, |
||||||||
|
2025 |
2024 |
|||||||
|
Interest and debt financing expenses |
$ |
11,218 |
$ |
4,307 |
||||
|
Incentive fee on income |
3,122 |
1,366 |
||||||
|
Incentive fee on capital gains |
1,505 |
- |
||||||
|
Professional fees and operating expenses |
412 |
1,106 |
||||||
|
Base management fee |
2,578 |
872 |
||||||
|
Amortization of deferred offering costs |
- |
353 |
||||||
|
Trustee fees |
114 |
108 |
||||||
|
Organization costs |
- |
- |
||||||
|
Other general and administrative expenses |
1,045 |
- |
||||||
|
Total expenses, before fee waivers |
$ |
19,994 |
$ |
8,112 |
||||
|
Expense recoupment (support) |
157 |
(595 |
) |
|||||
|
Total expenses, net of fee waivers |
$ |
20,151 |
$ |
7,517 |
||||
The composition of our operating expenses for the nine months ended September 30, 2025 and 2024 were as follows (dollars in thousands):
|
For the Nine Months Ended September 30, |
|||||||||
|
2025 |
2024 |
||||||||
|
Interest and debt financing expenses |
$ |
26,853 |
$ |
10,714 |
|||||
|
Incentive fee on income |
7,569 |
2,886 |
|||||||
|
Incentive fee on capital gains |
1,505 |
- |
|||||||
|
Professional fees and operating expenses |
1,024 |
2,186 |
|||||||
|
Base management fee |
6,271 |
2,034 |
|||||||
|
Amortization of deferred offering costs |
- |
1,051 |
|||||||
|
Trustee fees |
337 |
324 |
|||||||
|
Organization costs |
- |
219 |
|||||||
|
Other general and administrative expenses |
2,732 |
- |
|||||||
|
Total expenses, before fee waivers |
$ |
46,291 |
$ |
19,414 |
|||||
|
Expense recoupment (support) |
347 |
(2,154 |
) |
||||||
|
Total expenses, net of fee waivers |
$ |
46,638 |
$ |
17,260 |
|||||
Interest and Debt Financing Expenses
Interest and debt financing expenses on our borrowings totaled approximately $11.2 million and $4.3 million for the three months ended September 30, 2025 and 2024, respectively. The increase was driven by an increase in portfolio and investment activities. Interest and debt financing expenses on our borrowings totaled approximately $26.9 million and $10.7 million for the nine months ended September 30, 2025 and 2024, respectively. The increase was driven by an increase in portfolio and investment activities. The weighted average principal debt balance outstanding for the three months ended September 30, 2025 and 2024 was $636.2 million and $201.2 million, respectively. The weighted average principal debt balance outstanding for the nine months ended September 30, 2025 and 2024 was $494.5 million and $165.2 million, respectively.
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the nine months ended September 30, 2025 and 2024 was 6.5% and 8.0%, respectively.
Management Fee
Management fee (net of waivers) increased to $2.6 million for the three months ended September 30, 2025 from $0.9 million for the three months ended September 30, 2024. Management fee waived for the three months ended September 30, 2025 and 2024, was $0.0 million and $0.0 million, respectively.
Management fee (net of waivers) increased to $6.3 million for the nine months ended September 30, 2025 from $2.0 million for the nine months ended September 30, 2024. Management fee waived for the nine months ended September 30, 2025 and 2024, was $0.0 million and $0.0 million, respectively.
Incentive Fee
Incentive fee on income increased to $3.1 million for the three months ended September 30, 2025 from $1.4 million for the three months ended September 30, 2024. The increase was driven by an increase in pre-incentive fee net investment income due to the increase in portfolio size. Incentive fee on capital gains increased to $1.5 million for the three months ended September 30, 2025, from $0.0 million for the three months ended September 30, 2024. The increase was driven by the net cumulative capital gains.
Incentive fee on income increased to $7.6 million for the nine months ended September 30, 2025 from $2.9 million for the nine months ended September 30, 2024. The increase was driven by an increase in pre-incentive fee net investment income due to the increase in portfolio size. Incentive fee on capital gains increased to $1.5 million for the nine months ended September 30, 2025, from $0.0 million for the nine months ended September 30, 2024. The increase was driven by the net cumulative capital gains.
Professional Fees and Other General and Administrative Expenses
Professional fees and other general and administrative expenses increased to $1.5 million for the three months ended September 30, 2025 from $1.1 million for the three months ended September 30, 2024, primarily due to an increase in costs associated with servicing our investment portfolio.
Professional fees and other general and administrative expenses increased to $3.8 million for the nine months ended September 30, 2025 from $2.2 million for the nine months ended September 30, 2024, primarily due to an increase in costs associated with servicing our investment portfolio as investment activities continue to ramp.
Expense Support and Conditional Reimbursement Agreement
We have entered into an Expense Support Agreement with the Advisor. For additional information see Note 5. "Agreements and Related Party Transactions Investment Advisory Agreement". For the three months ended September 30, 2025 the Company did not receive expense support from the Advisor, and repaid the Advisor $0.2 million for expenses previously paid by the Advisor on behalf of the Company. For the three months ended September 30, 2024, the Company received $0.6 million in expense support from the Advisor and did not make any repayments. For the nine months ended September 30, 2025 the Company did not receive expense support from the Advisor, and repaid the Advisor $0.3 million for expenses previously paid by the Advisor on behalf of the Company. For the nine months ended September 30, 2024, the Company received $2.2 million in expense support from the Advisor and did not make any repayments.
Net Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for the three months ended September 30, 2025 and 2024 (dollars in thousands):
|
For the Three Months Ended September 30, |
||||||||||
|
2025 |
2024 |
|||||||||
|
Net realized gain on investments |
$ |
452 |
$ |
37 |
||||||
|
Net realized loss on investments |
(466 |
) |
(67 |
) |
||||||
|
Net realized gain on foreign currency transactions |
79 |
107 |
||||||||
|
Net realized loss on foreign currency transactions |
(11 |
) |
(20 |
) |
||||||
|
Net realized loss on foreign currency of debt |
(2 |
) |
(252 |
) |
||||||
|
Net realized gain on forward currency exchange contracts |
- |
- |
||||||||
|
Net realized loss on forward currency exchange contracts |
(289 |
) |
(39 |
) |
||||||
|
Net realized gains (losses) |
$ |
(237 |
) |
$ |
(234 |
) |
||||
|
Change in unrealized appreciation on investments |
$ |
7,105 |
$ |
2,543 |
||||||
|
Change in unrealized depreciation on investments |
(2,814 |
) |
(745 |
) |
||||||
|
Net change in unrealized appreciation on investments |
4,291 |
1,798 |
||||||||
|
Unrealized appreciation on foreign currency translation |
(91 |
) |
- |
|||||||
|
Unrealized appreciation on forward currency exchange contracts |
698 |
(459 |
) |
|||||||
|
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts |
607 |
(459 |
) |
|||||||
|
Unrealized appreciation on foreign currency translation on debt |
526 |
(1,433 |
) |
|||||||
|
Net change in unrealized appreciation |
$ |
5,424 |
$ |
(94 |
) |
|||||
For the three months ended September 30, 2025 and 2024, we had net realized gains (losses) on investments of $0.0 million and $0.0 million, respectively. For the three months ended September 30, 2025 and 2024, we had net realized gains (losses) on foreign currency transactions of $0.1 million and $0.1 million, respectively, primarily as a result of fluctuations in the EUR exchange rate. For the three months ended September 30, 2025 and 2024, we had net realized gains (losses) on forward currency contracts of $(0.3) million and $0.0 million, respectively, primarily as a result of fluctuations in the EUR, GBP, and AUD exchange rates.
For the three months ended September 30, 2025, we had $7.1 million in unrealized appreciation on 49 portfolio company investments, which was offset by $2.8 million in unrealized depreciation on 100 portfolio company investments. Unrealized appreciation for the three months ended September 30, 2025 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation for the three months ended September 30, 2025 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments.
For the three months ended September 30, 2024, we had $2.5 million in unrealized appreciation on 22 portfolio company investments, which was offset by $0.7 million in unrealized depreciation on 47 portfolio company investments. Unrealized appreciation for the three months ended September 30, 2024 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation was primarily due to a widening of credit spreads and negative valuation adjustments.
For the three months ended September 30, 2025 and 2024, we had unrealized appreciation on forward currency exchange contracts of $0.7 million and $(0.5) million, respectively. For three months ended September 30, 2025, unrealized depreciation on forward currency exchange contracts was primarily due to EUR, GBP, and NZD forward contracts. For the three months ended September 30, 2024, unrealized appreciation on forward currency exchange contracts were due to EUR forward contracts. Unrealized depreciation on foreign currency translation was primarily due to foreign exchange translation on foreign denominated debt in the GS Revolving Credit Facility and JPM Revolving Credit Facility.
The following table summarizes our net realized and unrealized gains (losses) for the nine months ended September 30, 2025 and 2024 (dollars in thousands):
|
For the Nine Months Ended September 30, |
|||||||||||
|
2025 |
2024 |
||||||||||
|
Net realized gain on investments |
$ |
1,105 |
$ |
197 |
|||||||
|
Net realized loss on investments |
(1,534 |
) |
(86 |
) |
|||||||
|
Net realized gain on foreign currency transactions |
570 |
218 |
|||||||||
|
Net realized loss on foreign currency transactions |
- |
(158 |
) |
||||||||
|
Net realized loss on foreign currency of debt |
(2 |
) |
(264 |
) |
|||||||
|
Net realized gain on forward currency exchange contracts |
505 |
41 |
|||||||||
|
Net realized loss on forward currency exchange contracts |
(48 |
) |
(39 |
) |
|||||||
|
Net realized gains (losses) |
$ |
596 |
$ |
(91 |
) |
||||||
|
Change in unrealized appreciation on investments |
$ |
18,874 |
$ |
4,137 |
|||||||
|
Change in unrealized depreciation on investments |
(5,079 |
) |
(2,349 |
) |
|||||||
|
Net change in unrealized appreciation on investments |
13,795 |
1,788 |
|||||||||
|
Change in unrealized appreciation on foreign currency translation |
157 |
(9 |
) |
||||||||
|
Change in unrealized appreciation on forward currency exchange contracts |
(4,625 |
) |
(112 |
) |
|||||||
|
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts |
(4,468 |
) |
(121 |
) |
|||||||
|
Change in unrealized appreciation on foreign currency translation on debt |
(2,917 |
) |
(1,104 |
) |
|||||||
|
Net change in unrealized appreciation |
$ |
6,410 |
$ |
563 |
|||||||
For the nine months ended September 30, 2025 and 2024, we had net realized gains (losses) on investments of $(0.4) million and $0.1 million, respectively, which were primarily driven by full or partial sales or paydowns of our investments. For the nine months ended September 30, 2025 and 2024, we had net realized gains (losses) on foreign currency transactions of $0.6 million and $0.1 million, respectively, primarily as a result of fluctuations in the EUR, GBP, NZD and AUD exchange rates. For the nine months ended September 30, 2025 and 2024, we had net realized gains (losses) on forward currency contracts of $0.5 million and $0.0 million, respectively, primarily as a result of settling EUR and NZD forward contracts.
For the nine months ended September 30, 2025, we had $18.9 million in unrealized appreciation on 75 portfolio company investments, which was offset by $5.1 million in unrealized depreciation on 75 portfolio company investments. Unrealized appreciation for nine months ended September 30, 2025 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation was primarily due to a widening of credit spreads and negative valuation adjustments.
For the nine months ended September 30, 2024, we had $4.1 million in unrealized appreciation on 57 portfolio company investments, which was offset by $2.3 million in unrealized depreciation on 49 portfolio company investments. Unrealized appreciation for the nine months ended September 30, 2024 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation was primarily due to widening of credit spreads and negative valuation adjustments.
For the nine months ended September 30, 2025 and 2024, we had unrealized appreciation on forward currency exchange contracts of $(4.6) million and $(0.1) million, respectively. For nine months ended September 30, 2025, unrealized depreciation on forward currency exchange contracts were due to EUR, GBP, AUD, and NZD forward contracts. For the nine months ended September 30, 2024, unrealized depreciation on forward currency exchange contracts were due to EUR forward contracts. Unrealized depreciation on foreign currency translation was primarily due to foreign exchange translation on foreign denominated debt in the GS Revolving Credit Facility and JPM Revolving Credit Facility.
The following table summarizes the impact of foreign currency for the three months ended September 30, 2025 and 2024 (dollars in thousands):
|
For the Three Months Ended September 30, |
||||||||||
|
2025 |
2024 |
|||||||||
|
Net realized loss on foreign currency of debt |
$ |
(2 |
) |
$ |
(252 |
) |
||||
|
Net realized gain on foreign currency transactions |
68 |
87 |
||||||||
|
Net realized loss on forward currency exchange contracts |
(289 |
) |
(39 |
) |
||||||
|
Net change in unrealized appreciation on investments due to foreign currency translation |
(857 |
) |
2,226 |
|||||||
|
Net change in unrealized appreciation on foreign currency translation |
(91 |
) |
- |
|||||||
|
Net change in unrealized appreciation on forward currency exchange contracts |
698 |
(459 |
) |
|||||||
|
Net change in unrealized appreciation on debt foreign currency translation |
526 |
(1,433 |
) |
|||||||
|
Foreign currency impact to net increase in net assets resulting from operations |
$ |
53 |
$ |
130 |
||||||
Included in total net gains (losses) on the Consolidated Statements of Operations were gains (losses) of $(0.4) million and $0.6 million related to realized and unrealized gains and losses on investments, debt, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended September 30, 2025 and 2024, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $0.4 million and $(0.5) million, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is $0.1 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively.
The following table summarizes the impact of foreign currency for the nine months ended September 30, 2025 and 2024 (dollars in thousands):
|
For the Nine Months Ended September 30, |
|||||||||||
|
2025 |
2024 |
||||||||||
|
Net realized loss on foreign currency of debt |
$ |
(2 |
) |
$ |
(264 |
) |
|||||
|
Net realized gain (loss) on foreign currency transactions |
570 |
60 |
|||||||||
|
Net realized gain on forward currency exchange contracts |
457 |
2 |
|||||||||
|
Net change in unrealized appreciation on investments due to foreign currency translation |
6,626 |
1,629 |
|||||||||
|
Net change in unrealized appreciation on foreign currency translation |
157 |
(9 |
) |
||||||||
|
Net change in unrealized appreciation on forward currency exchange contracts |
(4,625 |
) |
(112 |
) |
|||||||
|
Net change in unrealized appreciation on debt due to foreign currency |
(2,917 |
) |
(1,104 |
) |
|||||||
|
Foreign currency impact to net increase in net assets resulting from operations |
$ |
266 |
$ |
202 |
|||||||
Included in total net gains (losses) on the Consolidated Statements of Operations were gains (losses) of $4.4 million and $0.3 million related to realized and unrealized gains and losses on investments, debt, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the nine months ended September 30, 2025 and 2024, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $(4.2) million and $(0.1) million, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is $0.3 million and $0.2 million for the nine months ended September 30, 2025 and 2024, respectively.
Interest Rate Swap
We use interest rate swaps to mitigate interest rate risk associated with our fixed rate liabilities and have designated certain interest rate swaps to be in a hedge accounting relationship. See "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Summary of Significant Accounting Policies" and "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 7. Derivatives" for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship, and our consolidated schedule of investments for additional disclosure regarding these derivative instruments. See "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt" for additional disclosure regarding the carrying value of our debt.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended September 30, 2025 and 2024, the net increase in net assets resulting from operations was $21.3 million and $7.4 million, respectively. Based on the weighted average Common Shares outstanding for the three months ended September 30, 2025 and 2024, our per share net increase in net assets resulting from operations was $0.77 and $0.73, respectively.
For the nine months ended September 30, 2025 and 2024, the net increase in net assets resulting from operations was $48.4 million and $16.8 million, respectively. Based on the weighted average Common Shares outstanding for the nine months ended September 30, 2025 and 2024, our per share net increase in net assets resulting from operations was $2.06 and $2.38, respectively.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities (including the GS Revolving Credit Facility, JPM Revolving Credit Facility and the SMBC Revolving Credit Facility), debt issuances and cash flows from operations. We use the net proceeds from the offering to (1) make investments in accordance with our investment strategy and policies, (2) fund repurchases under our share repurchase program, and (3) for general corporate purposes. Generally, our policy is to pay distributions and operating expenses from cash flow from operations, however, we are not restricted from funding these items from proceeds from the offering of Common Shares or other sources and may choose to do so, particularly in the earlier part of the offering.
We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of September 30, 2025 and December 31, 2024, the Company had $671.0 million and $378.1 million outstanding senior securities, respectively.
As of September 30, 2025 and December 31, 2024, we had $41.5 million and $16.4 million in cash, foreign cash, restricted cash and cash equivalents, respectively.
At September 30, 2025, we had approximately $351.0 million of availability on our SMBC Revolving Credit Facility, $2.1 million of availability on our GS Revolving Credit Facility and $2.2 million of availability on our JPM Revolving Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2024, we had approximately $243.0 million of availability on our SMBC Revolving Credit Facility, $9.9 million of availability on our GS Revolving Credit Facility and $134.0 million of availability on our JPM Revolving Credit Facility, subject to existing terms and regulatory requirements.
For the nine months ended September 30, 2025, cash, foreign cash, restricted cash, and cash equivalents increased by $25.1 million. During the nine months ended September 30, 2025, we used $617.1 million in cash for operating activities. The increase in cash used for operating activities was primarily related to the purchases of investments of $919.7 million, which was offset by proceeds from principal payments and sales of investments of $268.4 million and a net increase in assets resulting from operations of $48.4 million.
During the nine months ended September 30, 2025, we utilized $641.5 million for financing activities, primarily due to borrowings on our GS Revolving Credit Facility, JPM Revolving Credit Facility and SMBC Revolving Credit Facility and proceeds from issuance of Common Shares offset by repayments of debt.
For the nine months ended September 30, 2024, cash, foreign cash, restricted cash, and cash equivalents decreased by $11.4 million. During the nine months ended September 30, 2024, we used $306.3 million in cash for operating activities. The increase in cash used for operating activities was primarily related to the purchases of investments of $391.1 million, which was offset by proceeds from principal payments and sales of investments of $73.2 million and a net increase in assets resulting from operations of $16.8 million.
During the nine months ended September 30, 2024, we provided $294.8 million for financing activities, primarily due to borrowings on the GS Revolving Credit Facility, JPM Revolving Credit Facility and SMBC Revolving Credit Facility, proceeds from issuance of Common Shares and distributions paid to shareholders.
Equity
As of December 31, 2024, the Company had 13,988,959 Class I shares, 0 Class S shares and 0 Class D shares issued and outstanding.
As of September 30, 2025, the Company had 29,429,825 Class I shares, 0 Class S shares and 0 Class D shares issued and outstanding.
Debt
The Company's outstanding borrowings as of September 30, 2025 and December 31, 2024 were as follows:
|
As of September 30, 2025 |
As of December 31, 2024 |
|||||||||||||||||||||||||||||
|
Total Aggregate |
Principal |
Total Aggregate |
Principal |
|||||||||||||||||||||||||||
|
Principal Amount |
Amount |
Carrying |
Principal Amount |
Amount |
Carrying |
|||||||||||||||||||||||||
|
Committed |
Outstanding |
Value |
Committed |
Outstanding |
Value |
|||||||||||||||||||||||||
|
GS Revolving Credit Facility |
$ |
200,000 |
$ |
197,934 |
$ |
197,934 |
$ |
200,000 |
$ |
190,060 |
$ |
190,060 |
||||||||||||||||||
|
JPM Revolving Credit Facility |
250,000 |
247,809 |
247,809 |
250,000 |
116,041 |
116,041 |
||||||||||||||||||||||||
|
SMBC Revolving Credit Facility |
575,000 |
224,000 |
224,000 |
315,000 |
72,000 |
72,000 |
||||||||||||||||||||||||
|
Series 2025 Senior Notes |
275,000 |
- |
1,290 |
- |
- |
- |
||||||||||||||||||||||||
|
Total Debt |
$ |
1,300,000 |
$ |
669,743 |
$ |
671,033 |
$ |
765,000 |
$ |
378,101 |
$ |
378,101 |
||||||||||||||||||
For additional information on our debt obligations see "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt"
Distribution Policy
The following table summarizes distributions declared during the nine months ended September 30, 2025 (dollars in thousands):
|
Amount |
Total |
|||||||||||||
|
Date Declared |
Record Date |
Payment Date |
Per Share |
Distributions |
||||||||||
|
January 29, 2025 |
January 31, 2025 |
February 28, 2025 |
$ |
0.1875 |
$ |
2,725 |
||||||||
|
February 24, 2025 |
February 28, 2025 |
March 31, 2025 |
0.1875 |
3,179 |
||||||||||
|
March 17, 2025 |
March 31, 2025 |
April 30, 2025 |
0.1875 |
3,354 |
||||||||||
|
April 24, 2025 |
April 30, 2025 |
May 30, 2025 |
0.1875 |
4,616 |
||||||||||
|
May 28, 2025 |
May 30, 2025 |
June 30, 2025 |
0.1875 |
4,654 |
||||||||||
|
June 25, 2025 |
June 30, 2025 |
July 31, 2025 |
0.2475 |
6,211 |
||||||||||
|
July 18, 2025 |
July 31, 2025 |
August 29, 2025 |
0.1875 |
4,781 |
||||||||||
|
August 27, 2025 |
August 29, 2025 |
September 30, 2025 |
0.1875 |
5,248 |
||||||||||
|
September 26, 2025 |
September 30, 2025 |
October 31, 2025 |
0.2175 |
6,401 |
||||||||||
|
Total distributions declared |
$ |
1.7775 |
$ |
41,169 |
||||||||||
The following table summarizes distributions declared during the nine months ended September 30, 2024 (dollars in thousands):
|
Amount |
Total |
|||||||||||||
|
Date Declared |
Record Date |
Payment Date |
Per Share |
Distributions |
||||||||||
|
January 31, 2024 |
January 31, 2024 |
February 29, 2024 |
$ |
0.1875 |
$ |
892 |
||||||||
|
February 29, 2024 |
February 29, 2024 |
March 28, 2024 |
0.1875 |
979 |
||||||||||
|
March 29, 2024 |
March 28, 2024 |
April 30, 2024 |
0.1875 |
1,031 |
||||||||||
|
April 30, 2024 |
April 30, 2024 |
May 31, 2024 |
0.1875 |
1,062 |
||||||||||
|
May 30, 2024 |
May 31, 2024 |
June 28, 2024 |
0.1875 |
1,133 |
||||||||||
|
June 27, 2024 |
June 28, 2024 |
July 31, 2024 |
0.1875 |
1,206 |
||||||||||
|
July 17, 2024 |
July 31, 2024 |
August 31, 2024 |
0.1875 |
1,835 |
||||||||||
|
August 23, 2024 |
August 30, 2024 |
September 30, 2024 |
0.1875 |
1,914 |
||||||||||
|
September 26, 2024 |
September 30, 2024 |
October 30, 2024 |
0.1875 |
1,942 |
||||||||||
|
Total distributions declared |
$ |
1.6875 |
$ |
11,994 |
||||||||||
Distributions to common shareholders are recorded on the record date. To the extent that we have income available, we intend to distribute monthly distributions to our shareholders. Our monthly distributions, if any, will be determined by the Advisor. Any distributions to our shareholders will be declared out of assets legally available for distribution.
Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company declared on its Common Shares during the nine months ended September 30, 2025 and 2024:
|
During the Nine Months Ended September 30, 2025 |
||||||||||||||||||||||||||||||
|
Class S |
Class D |
Class I |
||||||||||||||||||||||||||||
|
Source of Distribution |
Per Share |
Amount |
Per Share |
Amount |
Per Share |
Amount |
||||||||||||||||||||||||
|
Net investment income |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
1.78 |
$ |
41,169 |
||||||||||||||||||
|
Net realized gains |
- |
- |
- |
- |
- |
- |
||||||||||||||||||||||||
|
Distribution in excess of net investment income |
- |
- |
- |
- |
- |
- |
||||||||||||||||||||||||
|
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
1.78 |
$ |
41,169 |
|||||||||||||||||||
|
During the Nine Months Ended September 30, 2024 |
||||||||||||||||||||||||||||||
|
Class S |
Class D |
Class I |
||||||||||||||||||||||||||||
|
Source of Distribution |
Per Share |
Amount |
Per Share |
Amount |
Per Share |
Amount |
||||||||||||||||||||||||
|
Net investment income |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
1.69 |
$ |
11,994 |
||||||||||||||||||
|
Net realized gains |
- |
- |
- |
- |
- |
- |
||||||||||||||||||||||||
|
Distribution in excess of net investment income |
- |
- |
- |
- |
- |
- |
||||||||||||||||||||||||
|
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
1.69 |
$ |
11,994 |
|||||||||||||||||||
We commenced regular monthly distributions after breaking escrow on November 28, 2023. The Board delegated authority to declare distributions to the Advisor in an aggregate amount up to all of the Company's (i) taxable earnings; (ii) capital gains; (iii) net proceeds attributable to the repayment or disposition of investments (together with any interest, dividends and other net cash flow in respect of such investments); and (iv) any other amounts legally available for distribution to the extent the officers of the Company deem appropriate (including, if applicable, amounts representing a return of capital); provided each distribution shall not exceed an annualized distribution yield of 10%. Any distributions we make will be at the discretion of our Advisor, who will consider, among other things, our earnings, cash flow, capital needs and general financial condition, as well as our desire to comply with the RIC
requirements, which generally require us to make aggregate annual distributions to our shareholders of at least 90% of our net investment income. As a result, our distribution rates and payment frequency may vary from time to time and there is no assurance we will pay distributions in any particular amount, if at all.
The per share amount of distributions on Class S, Class D and Class I shares will generally differ because of different class-specific shareholder servicing and/or distribution fees that are deducted from the gross distributions for each share class.
We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a RIC under Subchapter M of the Code. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our shareholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends to our shareholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax.
The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan, which is an "opt-out" distribution reinvestment plan.
Under this plan, shareholders (other than those located in specific states, who are clients of selected participating brokers, as outlined below, or who have elected to "opt out" of the plan) will have their cash distributions automatically reinvested in additional shares of the same class of our Common Shares to which the distribution relates. If a shareholder elects to "opt out," that shareholder will receive cash distributions. The purchase price for shares purchased under our distribution reinvestment plan will be equal to the then current NAV per share of the relevant class of Common Shares. Shareholders will not pay transaction related charges when purchasing shares under our distribution reinvestment plan, but all outstanding Class S and Class D shares, including those purchased under our distribution reinvestment plan, will be subject to ongoing servicing fees. The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.
Share Repurchase Program
Subject to the discretion of the Board, we commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow our shareholders to tender their shares at a price equal to the NAV per share for the applicable class of shares on each date of repurchase. Our Board may amend, suspend or terminate the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter.
Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we intend to limit the number of shares to be repurchased to no more than 5% of our outstanding Common Shares as of the last day of the immediately preceding quarter. In the event the number of shares tendered exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase program, as applicable. We may choose to offer to repurchase fewer shares than described above, or none at all.
We expect to repurchase shares pursuant to tender offers each quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an "Early Repurchase Deduction"). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived, at our discretion, in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders. We intend to conduct the repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
The following tables summarize the share repurchases completed during the nine months ended September 30, 2025 and 2024:
|
Percentage of |
||||||||||||||
|
Outstanding Shares |
Amount |
Number of Shares |
Percentage of |
|||||||||||
|
Repurchase |
the Company |
Repurchase |
Repurchased |
Repurchased |
Outstanding Shares |
|||||||||
|
Deadline Request |
Offered to Repurchase |
Pricing Date |
(all classes) (1) |
(all classes) |
Purchased(2) |
|||||||||
|
March 3, 2025 |
5.00% |
March 31, 2025 |
$ |
473 |
18,400 |
0.10% |
||||||||
|
June 2, 2025 |
5.00% |
June 30, 2025 |
$ |
1,220 |
47,427 |
0.27% |
||||||||
|
August 29, 2025 |
5.00% |
September 30, 2025 |
$ |
5 |
191 |
0.00% |
||||||||
(1)
Amounts shown are net of early repurchase deduction, if any.
(2)
Percentage is based on total shares as of the close of the previous calendar quarter.
|
Percentage of |
||||||||||||||
|
Outstanding Shares |
Amount |
Number of Shares |
Percentage of |
|||||||||||
|
Repurchase |
the Company |
Repurchase |
Repurchased |
Repurchased |
Outstanding Shares |
|||||||||
|
Deadline Request |
Offered to Repurchase |
Pricing Date |
(all classes) (1) |
(all classes) |
Purchased(2) |
|||||||||
|
February 29, 2024 |
5.00% |
March 31, 2024 |
$ |
- |
- |
0.00% |
||||||||
|
May 31, 2024 |
5.00% |
June 30, 2024 |
$ |
- |
- |
0.00% |
||||||||
|
August 30, 2024 |
5.00% |
September 30, 2024 |
$ |
- |
- |
0.00% |
||||||||
(1)
Amounts shown are net of early repurchase deduction, if any.
(2)
Percentage is based on total shares as of the close of the previous calendar quarter.
Commitments and Off-Balance Sheet Arrangements
As of September 30, 2025, the Company had $369.4 million of unfunded commitments under loan and financing agreements (dollars in thousands):
|
Portfolio Company & Investment |
Expiration Date(1) |
Unfunded Commitments(2) |
|||||
|
Accident Care Alliance Holdco LLC - Delayed Draw |
8/20/2030 |
$ |
4,190 |
||||
|
Accident Care Alliance Holdco LLC - Revolver |
8/20/2030 |
4,190 |
|||||
|
Advanced Aircrew - Revolver |
7/26/2030 |
643 |
|||||
|
AEG Vision - Delayed Draw |
3/27/2027 |
18,213 |
|||||
|
AeriTek Global CAD Acquisition Inc. - Revolver |
8/27/2030 |
922 |
|||||
|
AGS American Glass Services Acquisition, LLC - Delayed Draw |
7/24/2031 |
3,976 |
|||||
|
AGS American Glass Services Acquisition, LLC - Revolver |
7/24/2031 |
1,918 |
|||||
|
Allbridge - Delayed Draw |
6/5/2030 |
2,000 |
|||||
|
Allbridge - Revolver |
6/5/2030 |
20 |
|||||
|
Allworth Financial Group, L.P. - Delayed Draw |
12/23/2027 |
2,170 |
|||||
|
Allworth Financial Group, L.P. - Revolver |
12/23/2027 |
176 |
|||||
|
AMI - Revolver |
10/17/2031 |
2,282 |
|||||
|
AOM Infusion - Delayed Draw |
3/19/2032 |
3,814 |
|||||
|
AOM Infusion - Revolver |
3/19/2032 |
2,670 |
|||||
|
Appriss - Delayed Draw |
3/10/2031 |
6,344 |
|||||
|
Appriss - Revolver |
3/10/2031 |
5,921 |
|||||
|
ASP-r-pac Acquisition Co LLC - Revolver |
12/29/2027 |
99 |
|||||
|
ATS - Revolver |
7/12/2029 |
2,222 |
|||||
|
Avalon Bidco Limited - Delayed Draw |
4/16/2032 |
633 |
|||||
|
Awayday - Delayed Draw |
5/6/2032 |
2,453 |
|||||
|
Awayday - Revolver |
5/6/2032 |
3,186 |
|||||
|
Beacon Specialized Living - Delayed Draw |
3/25/2028 |
4,833 |
|||||
|
Beacon Specialized Living - Revolver |
3/25/2028 |
597 |
|||||
|
Blackbird Purchaser, Inc. - Delayed Draw |
12/19/2030 |
843 |
|||||
|
Blackbird Purchaser, Inc. - Revolver |
12/19/2029 |
413 |
|||||
|
BTX Precision - Delayed Draw |
7/25/2030 |
2,266 |
|||||
|
BTX Precision - Revolver |
7/25/2030 |
2,297 |
|||||
|
Chase Industries, Inc. - Revolver |
11/11/2027 |
412 |
|||||
|
Chex Finer Foods, LLC - Delayed Draw |
6/6/2031 |
10,208 |
|||||
|
Portfolio Company & Investment |
Expiration Date(1) |
Unfunded Commitments(2) |
|||||
|
Chex Finer Foods, LLC - Revolver |
6/6/2031 |
$ |
4,375 |
||||
|
Chilton - Delayed Draw |
2/5/2031 |
10,277 |
|||||
|
Chilton - Revolver |
2/5/2031 |
3,147 |
|||||
|
Choreo - Delayed Draw |
2/18/2028 |
3,690 |
|||||
|
City BBQ - Delayed Draw |
9/4/2030 |
7,053 |
|||||
|
City BBQ - Revolver |
9/4/2030 |
2,519 |
|||||
|
Concert Golf Partners Holdco LLC - Delayed Draw |
4/1/2031 |
4,738 |
|||||
|
CorePower Yoga, LLC - Delayed Draw |
4/30/2031 |
2,590 |
|||||
|
CorePower Yoga, LLC - Revolver |
4/30/2031 |
2,590 |
|||||
|
CRH Healthcare Purchaser, Inc. - Delayed Draw |
9/17/2031 |
8,241 |
|||||
|
CRH Healthcare Purchaser, Inc. - Revolver |
9/17/2031 |
3,297 |
|||||
|
Cube - Delayed Draw |
5/20/2031 |
183 |
|||||
|
Discovery Senior Living - Delayed Draw |
3/18/2030 |
1,572 |
|||||
|
Discovery Senior Living - Revolver |
3/18/2030 |
695 |
|||||
|
DTIQ - Delayed Draw |
9/30/2029 |
4,199 |
|||||
|
DTIQ - Revolver |
9/30/2029 |
2,940 |
|||||
|
Duraco - Revolver |
6/6/2029 |
637 |
|||||
|
Easy Ice - Delayed Draw |
10/30/2030 |
3,209 |
|||||
|
Easy Ice - Revolver |
10/30/2030 |
1,933 |
|||||
|
EHE Health - Revolver |
8/7/2030 |
1,783 |
|||||
|
Electronic Merchant Systems - Revolver |
8/1/2030 |
814 |
|||||
|
Elevation NewCo, LLC - Delayed Draw |
8/1/2031 |
5,357 |
|||||
|
Elevation NewCo, LLC - Revolver |
8/1/2031 |
1,607 |
|||||
|
Engineered Products Co., LLC - Revolver |
8/12/2031 |
1,000 |
|||||
|
E-Tech Group - Revolver |
4/9/2030 |
731 |
|||||
|
Facts Global Energy - Delayed Draw |
12/20/2031 |
588 |
|||||
|
Facts Global Energy - Revolver |
6/20/2031 |
147 |
|||||
|
Fiduciaire Jean-Marc Faber - Delayed Draw |
4/3/2032 |
1,686 |
|||||
|
Fifty U.S. Bidco Inc - Delayed Draw |
8/1/2031 |
4,356 |
|||||
|
Fifty U.S. Bidco Inc - Revolver |
8/1/2031 |
3,920 |
|||||
|
G702 Buyer, Inc. - Revolver |
7/2/2031 |
1,506 |
|||||
|
Govineer Solutions - Delayed Draw |
10/7/2030 |
6,000 |
|||||
|
Portfolio Company & Investment |
Expiration Date(1) |
Unfunded Commitments(2) |
|||||
|
Govineer Solutions - Revolver |
10/7/2030 |
$ |
4,000 |
||||
|
Heads Up Technologies, Inc. - Revolver |
7/23/2030 |
3,428 |
|||||
|
Hellers - Delayed Draw |
9/27/2030 |
86 |
|||||
|
Hempz - Revolver |
10/25/2029 |
2,353 |
|||||
|
ICAT Logistics, Inc. - Delayed Draw |
3/1/2029 |
6,592 |
|||||
|
ICAT Logistics, Inc. - Revolver |
3/1/2029 |
998 |
|||||
|
KAMC Holdings, Inc. - Revolver |
8/1/2031 |
2,849 |
|||||
|
LogRhythm - Revolver |
7/2/2029 |
476 |
|||||
|
Master ConcessionAir - Delayed Draw |
6/21/2029 |
262 |
|||||
|
Master ConcessionAir - Revolver |
6/21/2029 |
7 |
|||||
|
Meteor UK Bidco Limited - Delayed Draw |
5/14/2032 |
367 |
|||||
|
Meteor UK Bidco Limited - Revolver |
11/14/2031 |
183 |
|||||
|
Nafinco - Delayed Draw |
8/29/2031 |
149 |
|||||
|
Nafinco - Revolver |
5/30/2031 |
91 |
|||||
|
New Milani Group LLC - Delayed Draw |
6/26/2031 |
919 |
|||||
|
New Milani Group LLC - Revolver |
6/26/2031 |
2,757 |
|||||
|
Odyssey Behavioral Health - Revolver |
11/21/2030 |
3,445 |
|||||
|
OGH Bidco Limited - Delayed Draw |
6/29/2029 |
2,713 |
|||||
|
Orion - Delayed Draw |
3/19/2027 |
192 |
|||||
|
Orion - Delayed Draw |
3/19/2027 |
294 |
|||||
|
Orion - Revolver |
3/19/2027 |
534 |
|||||
|
Owl Acquisition, LLC - Delayed Draw |
4/17/2032 |
2,722 |
|||||
|
Owl Acquisition, LLC - Revolver |
4/17/2032 |
7,216 |
|||||
|
PayRange - Revolver |
10/31/2030 |
843 |
|||||
|
Pharmacy Partners - Revolver |
2/28/2029 |
2,160 |
|||||
|
Plaskolite PPC Intermediate II LLC - Revolver |
2/7/2030 |
1,239 |
|||||
|
PMA - Revolver |
1/31/2031 |
1,873 |
|||||
|
Pollo Tropical - Revolver |
10/23/2029 |
696 |
|||||
|
PPT Group - Delayed Draw |
2/28/2031 |
676 |
|||||
|
PPT Group - Revolver |
2/28/2031 |
361 |
|||||
|
Precision Concepts Parent Inc. - Delayed Draw |
8/2/2032 |
3,048 |
|||||
|
Precision Concepts Parent Inc. - Revolver |
8/2/2032 |
1,564 |
|||||
|
PRGX - Delayed Draw |
12/20/2030 |
7,749 |
|||||
|
Portfolio Company & Investment |
Expiration Date(1) |
Unfunded Commitments(2) |
|||||
|
Psychiatric Medical Care LLC - Revolver |
7/1/2032 |
$ |
3,973 |
||||
|
Pure Wafer - Delayed Draw |
11/12/2030 |
1,269 |
|||||
|
Pure Wafer - Revolver |
11/12/2030 |
2,308 |
|||||
|
R1 RCM Inc. - Delayed Draw |
11/19/2031 |
200 |
|||||
|
Red Nucleus - Delayed Draw |
10/17/2031 |
3,803 |
|||||
|
Red Nucleus - Revolver |
10/17/2031 |
2,322 |
|||||
|
RedMed Operations - Delayed Draw |
2/28/2031 |
7,323 |
|||||
|
RedMed Operations - Revolver |
2/28/2031 |
1,611 |
|||||
|
RetailNext - Revolver |
12/5/2030 |
1,334 |
|||||
|
RoC Skincare - Revolver |
2/21/2030 |
3,815 |
|||||
|
Saturn Purchaser Corp. - Revolver |
7/22/2030 |
996 |
|||||
|
SauceCo HoldCo, LLC - Revolver |
5/13/2030 |
4,197 |
|||||
|
SensorTower - Revolver |
3/15/2029 |
526 |
|||||
|
Simplicity - Delayed Draw |
12/31/2031 |
3,557 |
|||||
|
Simplicity - Revolver |
12/31/2031 |
2,532 |
|||||
|
Solairus - Delayed Draw |
7/22/2030 |
4,004 |
|||||
|
Spotless Brands - Delayed Draw |
7/25/2028 |
1,170 |
|||||
|
Spotless Brands - Delayed Draw |
7/25/2028 |
9,488 |
|||||
|
Substantial Holdco Limited - Delayed Draw |
4/20/2030 |
19,032 |
|||||
|
Summer Fridays, LLC - Revolver |
5/16/2031 |
2,579 |
|||||
|
Tartan Bidco Pty. Ltd. - Delayed Draw |
12/31/2027 |
382 |
|||||
|
Vasa Fitness, LLC - Delayed Draw |
8/15/2030 |
7,655 |
|||||
|
Vasa Fitness, LLC - Revolver |
8/15/2030 |
1,053 |
|||||
|
Vessco Water - Delayed Draw |
7/24/2031 |
1,365 |
|||||
|
Vessco Water - Revolver |
7/24/2031 |
996 |
|||||
|
Wealth Enhancement Group - Delayed Draw |
10/2/2028 |
7,199 |
|||||
|
Wealth Enhancement Group - Revolver |
10/2/2028 |
293 |
|||||
|
WU Holdco, Inc. - Delayed Draw |
4/15/2032 |
5,460 |
|||||
|
WU Holdco, Inc. - Revolver |
4/15/2032 |
1,099 |
|||||
|
Zeus Fire & Security - Delayed Draw |
12/11/2030 |
1,326 |
|||||
|
Zeus Fire & Security - Delayed Draw |
12/11/2030 |
15,152 |
|||||
|
Zeus Fire & Security - Revolver |
12/11/2030 |
1,227 |
|||||
|
Total |
$ |
369,379 |
|||||
(1)Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
(2)Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of September 30, 2025.
As of December 31, 2024, the Company had $147.4 million of unfunded commitments under loan and financing agreements (dollars in thousands):
|
Portfolio Company & Investment |
Expiration Date(1) |
Unfunded Commitments(2) |
|||||
|
Advanced Aircrew Academy, LLC - Revolver |
7/26/2030 |
$ |
643 |
||||
|
AEG Vision - Delayed Draw |
3/27/2027 |
4,500 |
|||||
|
AEG Vision - Delayed Draw |
3/27/2026 |
1,020 |
|||||
|
AgroFresh Solutions - Revolver |
3/31/2028 |
98 |
|||||
|
Alert SRC Newco, LLC - Delayed Draw |
12/11/2030 |
4,091 |
|||||
|
Alert SRC Newco, LLC - Revolver |
12/11/2030 |
1,227 |
|||||
|
Allbridge, LLC - Delayed Draw |
6/5/2030 |
2,000 |
|||||
|
Allbridge, LLC - Revolver |
6/5/2030 |
20 |
|||||
|
Allworth Financial Group, L.P. - Revolver |
12/23/2027 |
176 |
|||||
|
Allworth Financial Group, L.P. - Delayed Draw |
12/23/2027 |
3,663 |
|||||
|
AMI Buyer, Inc - Revolver |
10/17/2031 |
1,727 |
|||||
|
Apollo Intelligence - Delayed Draw |
5/31/2028 |
1,188 |
|||||
|
ASP-r-pac Acquisition Co LLC - Revolver |
12/29/2027 |
169 |
|||||
|
Aviation Technical Services, Inc. - Revolver |
7/12/2029 |
2,222 |
|||||
|
Beacon Specialized Living - Delayed Draw |
3/25/2028 |
5,970 |
|||||
|
Beacon Specialized Living - Revolver |
3/25/2028 |
597 |
|||||
|
Blackbird Purchaser, Inc. - Delayed Draw |
12/19/2030 |
1,327 |
|||||
|
Blackbird Purchaser, Inc. - Revolver |
12/29/2029 |
1,031 |
|||||
|
Chase Industries, Inc. - Revolver |
5/12/2025 |
388 |
|||||
|
Choreo - Delayed Draw |
2/18/2028 |
3,750 |
|||||
|
City Barbeque, LLC - Delayed Draw |
9/4/2030 |
7,053 |
|||||
|
City Barbeque, LLC - Revolver |
9/4/2030 |
2,519 |
|||||
|
Concessions Development Group, LLC - Delayed Draw |
6/21/2029 |
410 |
|||||
|
Cube - Delayed Draw |
5/20/2031 |
78 |
|||||
|
Cube - First Lien Senior Secured Loan |
2/20/2025 |
22 |
|||||
|
Discovery Senior Living - Delayed Draw |
3/18/2030 |
3,472 |
|||||
|
Discovery Senior Living - Revolver |
3/18/2030 |
695 |
|||||
|
DTIQ Technologies, Inc. - Delayed Draw |
9/30/2029 |
4,199 |
|||||
|
DTIQ Technologies, Inc. - Revolver |
9/30/2029 |
3,150 |
|||||
|
Duraco - Revolver |
6/6/2029 |
510 |
|||||
|
Easy Ice, LLC - Delayed Draw |
10/30/2030 |
4,203 |
|||||
|
Easy Ice, LLC - Revolver |
10/30/2030 |
2,101 |
|||||
|
Electronic Merchant Systems, LLC - Revolver |
8/1/2030 |
814 |
|||||
|
ERA Industries, LLC - Delayed Draw |
7/25/2030 |
1,302 |
|||||
|
ERA Industries, LLC - Revolver |
7/25/2030 |
2,297 |
|||||
|
E-Tech Group - Revolver |
4/9/2030 |
731 |
|||||
|
Fiesta Holdings, LLC - Revolver |
10/23/2029 |
696 |
|||||
|
Foyle Bidco Limited - Delayed Draw |
12/20/2031 |
883 |
|||||
|
Portfolio Company & Investment |
Expiration Date(1) |
Unfunded Commitments(2) |
|||||
|
Foyle Bidco Limited - Delayed Draw |
12/20/2031 |
$ |
588 |
||||
|
Foyle Bidco Limited - Delayed Draw |
12/20/2031 |
635 |
|||||
|
Foyle Bidco Limited - Revolver |
6/20/2031 |
147 |
|||||
|
Govineer Solutions, LLC - Delayed Draw |
10/7/2030 |
6,000 |
|||||
|
Govineer Solutions, LLC - Revolver |
10/7/2030 |
4,000 |
|||||
|
Helios Service Partners, LLC - Delayed Draw |
3/19/2027 |
910 |
|||||
|
Helios Service Partners, LLC - Delayed Draw |
3/19/2027 |
294 |
|||||
|
Helios Service Partners, LLC - Delayed Draw |
3/19/2027 |
227 |
|||||
|
Helios Service Partners, LLC - Revolver |
3/19/2027 |
685 |
|||||
|
HLRS Holdco Limited - Delayed Draw |
9/27/2030 |
84 |
|||||
|
JHCC Holdings, LLC - Delayed Draw |
9/9/2027 |
825 |
|||||
|
Lagerbox - First Lien Senior Secured Loan |
12/20/2028 |
777 |
|||||
|
LogRhythm, Inc. - Revolver |
7/2/2029 |
476 |
|||||
|
New Milani Group LLC - Revolver |
6/6/2026 |
2,285 |
|||||
|
OGH Bidco Limited - Delayed Draw |
6/29/2029 |
2,527 |
|||||
|
Orion Midco, LLC - Revolver |
11/21/2030 |
3,445 |
|||||
|
PayRange, LLC - Revolver |
10/31/2030 |
843 |
|||||
|
PBIGroup, LLC - Revolver |
10/25/2029 |
2,353 |
|||||
|
PCF - Delayed Draw |
11/1/2028 |
1,036 |
|||||
|
Pharmacy Partners - Revolver |
2/28/2029 |
2,160 |
|||||
|
Pinnacle Acquisition, LLC - Delayed Draw |
11/12/2030 |
2,308 |
|||||
|
Pinnacle Acquisition, LLC - Revolver |
11/12/2030 |
2,308 |
|||||
|
PMA Parent Holdings, LLC - Revolver |
1/31/2031 |
1,191 |
|||||
|
Reconomy - Delayed Draw |
7/12/2029 |
787 |
|||||
|
RetailNext Holdings, Inc - Revolver |
12/5/2030 |
1,667 |
|||||
|
RN Enterprises, LLC - Delayed Draw |
10/17/2031 |
4,225 |
|||||
|
RN Enterprises, LLC - Revolver |
10/17/2031 |
2,353 |
|||||
|
RoC Skincare - Revolver |
2/21/2030 |
3,815 |
|||||
|
SensorTower - Revolver |
3/15/2029 |
526 |
|||||
|
Simplicity - Delayed Draw |
12/31/2031 |
5,063 |
|||||
|
Simplicity - Revolver |
12/31/2031 |
2,532 |
|||||
|
Spotless Brands, LLC - Delayed Draw |
7/25/2028 |
4,394 |
|||||
|
Vacation Rental Brands, LLC - Delayed Draw |
9/6/2031 |
1,775 |
|||||
|
Vacation Rental Brands, LLC - Revolver |
9/6/2030 |
2,924 |
|||||
|
Vessco Midco Holdings, LLC - Delayed Draw |
7/24/2031 |
2,203 |
|||||
|
Vessco Midco Holdings, LLC - Revolver |
7/24/2031 |
996 |
|||||
|
Vital Purchaser, LLC - Revolver |
8/7/2030 |
1,783 |
|||||
|
Wealth Enhancement Group (WEG) - Delayed Draw |
10/2/2028 |
1,334 |
|||||
|
Wealth Enhancement Group (WEG) - Revolver |
10/2/2028 |
293 |
|||||
|
WPEF IX Bidco 23 B.V. (Fka Keystone Bidco B.V.) - Delayed Draw |
8/29/2031 |
405 |
|||||
|
WPEF IX Bidco 23 B.V. (Fka Keystone Bidco B.V.) - Revolver |
5/30/2031 |
60 |
|||||
|
WU Holdco, Inc. - Delayed Draw |
3/26/2027 |
2,533 |
|||||
|
WU Holdco, Inc. - Revolver |
3/26/2027 |
708 |
|||||
|
Total |
$ |
147,422 |
|||||
(1)
Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
(2)
Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2024.
We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized on the statements of assets and liabilities.
Other Commitments and Contingencies
From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At September 30, 2025, management is not aware of any pending or threatened litigation.
Related-Party Transactions
We entered into a number of business relationships with affiliated or related parties, including the Investment Advisory Agreement and the Administration Agreement.
In addition to the aforementioned agreements, we, our Advisor and certain of our Advisor's affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Advisor or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. For additional information, see "Note 5. Agreements and Related Party Transactions" to the Consolidated Financial Statements.
Recent Developments
Distribution Declaration
On October 16, 2025, the Board declared net distributions of $0.1875 per Class I share, which are payable on or about November 28, 2025 to shareholders of record as of October 31, 2025.
Share Repurchase
On November 3, 2025, the Company commenced a tender offer to repurchase up to 5% of its Class I shares outstanding as of September 30, 2025 that will close on December 10, 2025.
Significant Accounting Estimates and Critical Accounting Policies
Basis of Presentation
The Company's Consolidated Financial Statements have been prepared in accordance with U.S. GAAP. The Company's Consolidated Financial Statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Articles 1, 6, 10 and 12 of Regulation S-X. These Consolidated Financial Statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. We have determined we meet the definition of an investment company and follow the accounting and reporting guidance in FASB ASC 946. Our financial currency is U.S. dollars and these Consolidated Financial Statements have been prepared in that currency.
Use of Estimates
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
Revenue Recognition
We record our investment transactions on a trade date basis. We record realized gains and losses based on the specific identification method. We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. We record any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts received upon prepayment of a loan or debt security as interest income.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for such distributions in the case of private portfolio companies, and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.
Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. We record PIK as interest or dividend income, as applicable. If at any point we believe PIK may not be realized, we place the investment generating PIK on non-accrual status.
Certain structuring fees and amendment fees are recorded as other income when earned. We record administrative agent fees received as other income when the services are rendered.
Valuation of Portfolio Investments
The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Board. The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor's valuation policies is below.
Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board designates the Advisor as valuation designee to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security's fair value.
With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:
•
The Company's quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment;
•
Preliminary valuation conclusions are then documented and discussed with the Company's senior management and the Advisor;
•
Generally, investments that constitute a material portion of the Company's portfolio are periodically reviewed by an independent valuation firm; and
•
The Board and Audit Committee provide oversight with respect to the valuation process, including requesting such materials as they deem appropriate.
In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company's ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.
Contractual Obligations
We have entered into the Investment Advisory Agreement with our Advisor. Our Advisor has agreed to serve as our investment adviser in accordance with the terms of the Investment Advisory Agreement. Under the Investment Advisory Agreement, we have agreed to pay an annual base management fee as well as an incentive fee based on our investment performance.
On September 28, 2023, the Company entered into the Investment Advisory Agreement with the Advisor. The Investment Advisory Agreement was approved by the Board and sole shareholder on September 28, 2023. In connection with the Company's entry into the Investment Advisory Agreement, the Company's prior investment advisory agreement with BCSF Advisors, LP was terminated on September 28, 2023. The Investment Advisory Agreement has the same material terms as the prior investment advisory agreement. Pursuant to the Investment Advisory Agreement, the base management fee is calculated at an annual rate of 0.75% (0.1875% per quarter) of our gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents and the incentive fee comprised of two parts, net investment income and capital gains.
We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. The Administration Agreement was approved by our Board on September 28, 2023. We reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley Act internal control assessment. In connection with our entry into the Administration Agreement, the Company's prior administration agreement with BCSF Advisors, LP (the "Prior Administration Agreement") was terminated on September 28, 2023. The Administration Agreement has the same material terms as the Prior Administration Agreement.
If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Investment Advisory Agreement and Administration Agreement.
The following table shows the contractual maturities of our debt obligations as of September 30, 2025 (dollars in thousands):
|
Payments Due by Period |
|||||||||||||||||||||||||
|
Less than |
More than |
||||||||||||||||||||||||
|
Total |
1 year |
1 - 3 years |
3 - 5 years |
5 years |
|||||||||||||||||||||
|
GS Revolving Credit Facility |
$ |
197,934 |
$ |
- |
$ |
- |
$ |
197,934 |
$ |
- |
|||||||||||||||
|
JPM Revolving Credit Facility |
247,809 |
- |
- |
247,809 |
- |
||||||||||||||||||||
|
SMBC Revolving Credit Facility |
224,000 |
- |
- |
224,000 |
- |
||||||||||||||||||||
|
Total Debt Obligations |
$ |
669,743 |
$ |
- |
$ |
- |
$ |
669,743 |
$ |
- |
|||||||||||||||
The following table shows the contractual maturities of our debt obligations as of December 31, 2024 (dollars in thousands):
|
Payments Due by Period |
|||||||||||||||||||||||||
|
Less than |
More than |
||||||||||||||||||||||||
|
Total |
1 year |
1 - 3 years |
3 - 5 years |
5 years |
|||||||||||||||||||||
|
GS Revolving Credit Facility |
$ |
190,060 |
$ |
- |
$ |
- |
$ |
190,060 |
$ |
- |
|||||||||||||||
|
JPM Revolving Credit Facility |
116,041 |
- |
- |
116,041 |
- |
||||||||||||||||||||
|
SMBC Revolving Credit Facility |
72,000 |
- |
- |
72,000 |
- |
||||||||||||||||||||
|
Total Debt Obligations |
$ |
378,101 |
$ |
- |
$ |
- |
$ |
378,101 |
$ |
- |
|||||||||||||||
Bain Capital Private Credit published this content on November 14, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 14, 2025 at 21:43 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]