Management's Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
•our future operating results;
•our business prospects and the prospects of our portfolio companies;
•risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of any public health emergencies or crises;
•interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;
•the impacts of rising interest and inflation rates and the risk of recession on our business prospects and the prospects of our portfolio companies;
•general economic, political and industry trends and other external factors.
•our contractual arrangements and relationships with third parties;
•actual and potential conflicts of interest with our Adviser and its affiliates;
•the dependence of our future success on the general economy and its effect on the industries in which we invest;
•the ability of our portfolio companies to achieve their objectives;
•the adequacy of our financing sources and working capital;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;
•the ability of our Adviser and its affiliates to attract and retain highly talented professionals;
•our ability to maintain our qualification as a BDC and as a RIC under the Code;
•the effect of changes in tax laws and regulations and interpretations thereof; and
•the risks, uncertainties and other factors we identify under "Item 1A. Risk Factors" of the Company's Annual Report on Form 10-K and elsewhere in this report.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled "Item 1A. Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and elsewhere in this report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of the Securities Act, and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the "safe harbor" provisions of the Private
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Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Unless indicated otherwise, the "Company," "we," "us," and "our" refer to Stone Point Credit Corporation, and the "Adviser" refers to Stone Point Credit Adviser LLC, an affiliate of Stone Point Capital LLC ("Stone Point Capital") (together with the Adviser and their other affiliates, collectively, "Stone Point").
Overview
We were incorporated under the laws of the State of Delaware on September 8, 2020. We have elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the "1940 Act") and have elected to be treated, and intend to qualify annually, as a RIC for federal income tax purposes. As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying assets," and tax requirements such as source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.
As of September 30, 2026, we had called equity capital in the amount of $1,288.1 million. See "Equity" under "Financial Condition, Liquidity and Capital Resources" below for further details. Management anticipates calling additional equity capital for investment purposes through drawdowns in respect of capital commitments made by investors pursuant to Private Offerings.
Investment Objective and Strategy
Our investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. We seek to invest primarily in senior secured or unsecured loans and, to a lesser extent, subordinated loans, mezzanine loans, and equity or equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company's common equity. We may invest without limit in originated or syndicated debt. Under normal market conditions, we generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds, and other credit instruments that are issued in private offerings or issued by private companies) (the "80% Policy"). If we change the 80% Policy, we will provide stockholders at least 60 days' notice of such change.
Our investment objective is to generate favorable risk-adjusted returns through current income and, to a lesser extent, capital appreciation by investing primarily in directly originated, senior secured first lien (including unitranche) loans. Although it is not our primary strategy, we also opportunistically invest in second lien loans, subordinated loans, mezzanine loans, structured finance securities and equity or equity-related securities. We typically target loans issued by U.S. middle market companies with EBITDA between $30 million and $250 million annually in the context of leveraged buyouts, acquisitions, debt refinancings, recapitalizations, and other opportunistic asset purchases. We may from time to time invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and syndicated loan markets. Our investment objective may be changed without a vote of the holders of a majority of our common stock.
We have adopted a non-fundamental policy to invest, under normal market conditions, at least 75% of the value of our total assets (measured at the time of each such investment) in portfolio companies that are in the financial services, business services, software and technology or healthcare services sectors. The remaining 25% of the value of our total assets (measured at the time of each such investment) may be invested across a wide range of sectors (although we expect to avoid businesses which at the time of our investment participate in certain sectors such as payday lending, pawn shops, automobile title and tax refund anticipation loans, credit repair services, strip mining, drug paraphernalia, marijuana related businesses, gaming and pornography).
Key Components of our Results of Operations
Investments
Our level of investment activity can and will vary substantially from period to period depending on many factors, including the amount of debt available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the type of investments we make.
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Revenue
We expect to generate revenues primarily through receipt of interest and dividend income from our investments. In addition, we may generate income from capital gains on the sales of loans and debt and equity related securities and various loan origination and other fees and dividends on direct equity investments.
Expenses
Our day-to-day investment operations are managed by the Adviser, and services necessary for our business, including the origination and administration of our investment portfolio, are provided by individuals who are employees of the Adviser, Administrator, and Sub-Administrator, pursuant to the terms of the Investment Advisory Agreement, the Administration Agreement, and Sub-Administration Agreement. We will reimburse the Administrator for its allocable portion of expenses incurred by it in performing its obligations under the Administration Agreement, including its allocable portion of the cost of certain of our officers and their respective staff, and the Adviser for certain expenses under the Investment Advisory Agreement. We bear our allocable portion of the compensation paid by Stone Point to the Company's Chief Compliance Officer and Chief Financial Officer and their respective staff (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs). We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by Administrator in performing its administrative obligations under the Administration Agreement, (iii) fees for services rendered by the Sub-Administrator that the Administrator determines are commercially reasonable; and (iv) all other expenses of its operations and transactions.
The Administrator can waive any amounts owed to it under the Administration Agreement, at its discretion. From time to time, the Adviser and the Administrator or its affiliates may pay third-party providers of goods or services. We will subsequently reimburse the Adviser or the Administrator, as applicable, for such amounts paid on our behalf.
Leverage
The amount of leverage that we employ will depend on the Adviser's and the Board's assessment of market and other factors at the time of any proposed borrowing. In accordance with the 1940 Act, with certain limitations, BDCs are allowed to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act, are at least 200% (or 150% if certain conditions are met) after such borrowing. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities as compared to $100 from borrowing and issuing senior securities for every $100 of net assets under 200% asset coverage. As a result of complying with the requirements set forth in Section 61 of the 1940 Act, effective as of December 21, 2020 we are able to borrow amounts such that our asset coverage ratio is at least 150%, rather than 200%. As of September 30, 2026 and December 31, 2025, our asset coverage ratio was 181% and 188%, respectively.
In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time within the limits of the 1940 Act. In addition, we may dedicate assets or capital commitments as collateral to financing facilities.
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Financial and Operating Highlights
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|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands, except per share amounts)
|
Three Months Ended
September 30, 2026
|
|
Nine Months Ended
September 30, 2026
|
|
Total investment income
|
$
|
73,878
|
|
|
$
|
216,317
|
|
|
Total expenses
|
43,681
|
|
|
126,988
|
|
|
Net investment income (loss)
|
30,197
|
|
|
89,329
|
|
|
Total net realized gains (losses)
|
(45)
|
|
|
470
|
|
|
Total net change in unrealized appreciation (depreciation)
|
(4,952)
|
|
|
(29,554)
|
|
|
Net increase (decrease) in net assets resulting from operations
|
$
|
25,200
|
|
|
$
|
60,245
|
|
|
Per share information - basic and diluted:
|
|
|
|
|
Net investment income (loss)
|
$
|
0.42
|
|
|
$
|
1.27
|
|
|
Net increase (decrease) in net assets resulting from operations
|
$
|
0.35
|
|
|
$
|
0.86
|
|
|
Distributions declared per share
|
$
|
0.43
|
|
|
$
|
1.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands, except per share amounts)
|
As of September 30, 2026
|
|
As of December 31, 2025
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|
Consolidated balance sheet data
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|
|
Cash and cash equivalents
|
$
|
65,960
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|
|
$
|
56,376
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|
|
Investments at fair value
|
3,044,519
|
|
|
2,882,954
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|
|
Total assets
|
3,135,288
|
|
|
2,963,047
|
|
|
Total debt (net of unamortized debt issuance costs)
|
1,695,463
|
|
|
1,544,985
|
|
|
Total liabilities
|
1,752,811
|
|
|
1,593,665
|
|
|
Total net assets
|
1,382,477
|
|
|
1,369,382
|
|
|
Net asset value per share
|
$
|
19.36
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|
|
$
|
19.83
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|
|
Other data:
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|
|
|
|
Number of portfolio companies
|
153
|
|
127
|
|
Distributions declared per share
|
1.32
|
|
|
1.91
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|
|
Total return based on net asset value1
|
4.39
|
%
|
|
9.86
|
%
|
___________________________________________________________________________
(1)Total return is based upon the change in net asset value per share between the opening and ending net asset values per share, assuming reinvestment of any distributions during the period. Total return is not annualized and does not include a sales load.
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Portfolio and Investment Activity
Our investment activity for the three months ended September 30, 2026, is presented below (information presented herein is at par value unless otherwise indicated).
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|
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|
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($ in thousands)
|
Three Months Ended
September 30, 2026
|
|
New investment commitments:
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|
|
Total new investment commitments
|
$
|
122,033
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|
|
Principal amount of investments funded:
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|
|
First lien loans
|
$
|
167,049
|
|
|
Second lien loans
|
4,308
|
|
|
Unsecured notes
|
297
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|
|
Total principal amount of investments funded
|
$
|
171,654
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|
|
Principal amount of investments sold or repaid:
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|
|
First lien loans
|
$
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(79,172)
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|
|
Second lien loans
|
(10,000)
|
|
|
Unsecured notes
|
(2,158)
|
|
|
Total principal amount of investments sold or repaid
|
$
|
(91,330)
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|
|
Number of new investment commitments
|
11
|
|
Average new investment commitment
|
$
|
11,094
|
|
|
Percentage of new investment commitments at floating rates
|
78.2
|
%
|
|
Percentage of new investment commitments at fixed rates
|
21.8
|
%
|
|
Weighted average yield to maturity on purchased or funded investments during the period (1)
|
9.6
|
%
|
|
Weighted average yield to maturity on investments sold or repaid during the period
|
8.9
|
%
|
_______________________________________
(1)Weighted average yield to maturity is calculated by weighting the yield to maturity of each investment by its ending funded par amount. Yield to maturity is calculated inclusive of a portfolio company's spread, reference rate floor (if any) or actual reference rate in effect and original issue discount through maturity and excludes any upfront fees.
As of September 30, 2026, we had 370 debt investments in 149 portfolio companies with an aggregate fair value of $2,980.7 million. As of December 31, 2025, we had 316 debt investments in 127 portfolio companies with an aggregate fair value of $2,820.7 million.
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As of September 30, 2026 and December 31, 2025, our investments consisted of the following:
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
|
September 30, 2026
|
|
December 31, 2025
|
|
Investments:
|
|
Amortized Cost
|
|
Fair Value
|
|
Percent of Total Investments at Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Percent of Total Investments at Fair Value
|
|
First Lien Loans
|
|
$
|
2,726,590
|
|
|
$
|
2,707,468
|
|
|
88.9
|
%
|
|
$
|
2,550,532
|
|
|
$
|
2,549,002
|
|
|
88.4
|
%
|
|
Second Lien Loans
|
|
134,778
|
|
|
121,282
|
|
|
4.0
|
|
|
141,741
|
|
|
133,093
|
|
|
4.6
|
|
|
Unsecured Notes
|
|
152,559
|
|
|
151,981
|
|
|
5.0
|
|
|
135,834
|
|
|
138,583
|
|
|
4.8
|
|
|
Preferred Equity
|
|
30,550
|
|
|
32,216
|
|
|
1.1
|
|
|
38,229
|
|
|
40,166
|
|
|
1.4
|
|
|
Common Equity and Warrants
|
|
24,081
|
|
|
31,572
|
|
|
1.0
|
|
|
17,133
|
|
|
22,110
|
|
|
0.8
|
|
|
Total Investments
|
|
$
|
3,068,558
|
|
|
$
|
3,044,519
|
|
|
100.0
|
%
|
|
$
|
2,883,469
|
|
|
$
|
2,882,954
|
|
|
100.0
|
%
|
The geographic composition of investments based on fair value as of September 30, 2026 and December 31, 2025 was as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2026
|
|
December 31, 2025
|
|
U.S.
|
96.3
|
%
|
|
96.6
|
%
|
|
Non-U.S.
|
3.7
|
|
|
3.4
|
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
The industry composition of investments based on fair value as of September 30, 2026 and December 31, 2025 was as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2026
|
|
December 31, 2025
|
|
Capital Markets
|
3.7
|
%
|
|
4.1
|
%
|
|
Consumer Finance
|
2.0
|
|
|
2.3
|
|
|
Construction & Engineering
|
0.2
|
|
|
-
|
|
|
Diversified Consumer Services
|
0.3
|
|
|
0.5
|
|
|
Financial Services
|
14.0
|
|
|
14.7
|
|
|
Health Care Providers & Services
|
18.0
|
|
|
17.9
|
|
|
Health Care Technology
|
2.7
|
|
|
3.0
|
|
|
Insurance
|
17.2
|
|
|
19.0
|
|
|
IT Services
|
3.8
|
|
|
3.9
|
|
|
Professional Services
|
17.8
|
|
|
15.4
|
|
|
Real Estate Management & Development
|
6.4
|
|
|
5.6
|
|
|
Software
|
13.2
|
|
|
12.9
|
|
|
Technology Hardware, Storage & Peripherals
|
0.7
|
|
|
0.7
|
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
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The following table presents certain selected information regarding our investment portfolio as of September 30, 2026 and December 31, 2025:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
September 30, 2026
|
|
December 31, 2025
|
|
Investments:
|
|
|
|
|
Number of portfolio companies
|
153
|
|
127
|
|
Median EBITDA
|
$
|
144.9
|
million
|
|
$
|
129.6
|
million
|
|
Percentage of performing debt bearing a floating rate
|
94.1
|
%
|
|
96.1
|
%
|
|
Percentage of performing debt bearing a fixed rate
|
5.9
|
%
|
|
3.9
|
%
|
|
Weighted average yield to maturity on total investments(1)
|
9.8
|
%
|
|
9.7
|
%
|
________________________________________
(1)Weighted average yield to maturity is calculated by weighting the yield to maturity of each investment by its ending funded par amount. Yield to maturity is calculated inclusive of a portfolio company's spread, reference rate floor (if any) or actual reference rate in effect and original issue discount through maturity and excludes any upfront fees.
The following table presents the maturity schedule of our debt investments based on fair value as of September 30, 2026 and December 31, 2025:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
|
September 30, 2026
|
|
December 31, 2025
|
|
Maturity Year
|
|
Fair Value
|
|
Percentage of Portfolio
|
|
Fair Value
|
|
Percentage of Portfolio
|
|
2026
|
|
$
|
25,121
|
|
|
0.8
|
%
|
|
$
|
48,869
|
|
|
1.7
|
%
|
|
2027
|
|
81,551
|
|
|
2.7
|
|
|
125,756
|
|
|
4.5
|
|
|
2028
|
|
505,425
|
|
|
17.0
|
|
|
626,584
|
|
|
22.3
|
|
|
2029
|
|
377,649
|
|
|
12.7
|
|
|
410,123
|
|
|
14.5
|
|
|
2030
|
|
624,537
|
|
|
21.0
|
|
|
528,272
|
|
|
18.7
|
|
|
2031
|
|
660,392
|
|
|
22.2
|
|
|
599,120
|
|
|
21.2
|
|
|
2032
|
|
431,073
|
|
|
14.5
|
|
|
376,869
|
|
|
13.4
|
|
|
2033
|
|
187,178
|
|
|
6.3
|
|
|
25,506
|
|
|
0.9
|
|
|
2034
|
|
25,683
|
|
|
0.9
|
|
|
17,152
|
|
|
0.6
|
|
|
2035
|
|
2,075
|
|
|
0.1
|
|
|
3,914
|
|
|
0.1
|
|
|
2036
|
|
11,355
|
|
|
0.4
|
|
|
11,547
|
|
|
0.4
|
|
|
2037
|
|
46,727
|
|
|
1.6
|
|
|
46,966
|
|
|
1.7
|
|
|
2038
|
|
212
|
|
|
0.0
|
|
|
-
|
|
|
0.0
|
|
|
2056
|
|
1,753
|
|
|
0.1
|
|
|
-
|
|
|
0.0
|
|
|
|
|
$
|
2,980,731
|
|
|
100.0
|
%
|
|
$
|
2,820,678
|
|
|
100.0
|
%
|
The Adviser monitors our portfolio companies on an ongoing basis. The Adviser believes that actively managing an investment allows it to identify problems early and work with companies to develop constructive solutions when necessary. The Adviser will monitor our portfolio with a focus toward anticipating negative credit events. In seeking to maintain portfolio company performance and help to ensure a successful exit, the Adviser will work closely with, as applicable, the lead equity sponsor, portfolio company management, consultants, advisers and other security holders to discuss financial position, compliance with covenants, financial requirements and execution of the company's business plan. In addition, the Adviser's personnel may occupy a seat or serve as an observer on a portfolio company's board of directors or similar governing body.
Typically, the Adviser receives financial reports detailing operating performance, sales volumes, margins, cash flows, financial position and other key operating metrics on a quarterly basis from portfolio companies. The Adviser will
Table of contents
use this data, combined with the knowledge gained through due diligence of the company's customers, suppliers, competitors, market research and other methods, to conduct an ongoing assessment of the company's operating performance and prospects.
As part of the monitoring process, the Adviser rates the risk of all portfolio investments on a scale of 1 to 5, no less frequently than quarterly. This internal performance rating is primarily intended to assess the underlying risk of a portfolio investment relative to such investments' cost taking into account the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors. The Adviser's internal performance ratings do not constitute any rating of investments by a nationally recognized rating organization or reflect any third-party assessment. The Adviser's internal performance rating scale is as follows:
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|
|
|
|
|
|
|
|
Investment
Risk
Rating
|
|
Description
|
|
1
|
|
The portfolio company is performing above expectations, and the business trends and risk factors for this investment since origination or acquisition are generally favorable.
|
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2
|
|
The portfolio company is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2.
|
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3
|
|
The portfolio company is performing below expectations and the investment's risk has increased somewhat since origination or acquisition. For debt investments rated 3, the portfolio company could be out of compliance with debt covenants; however, loan payments are generally not past due.
|
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4
|
|
The portfolio company is performing materially below expectations and indicates that the investment's risk has increased materially since origination or acquisition. For debt investments rated 4, in addition to the portfolio company being generally out of compliance with debt covenants, loan payments may be past due.
|
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5
|
|
The portfolio company is performing substantially below expectations and indicates that the investment's risk has increased substantially since origination or acquisition. For debt investments rated 5, most or all of the debt covenants are out of compliance and payments are substantially delinquent. It is anticipated that we will not recoup our initial cost basis and may realize a substantial loss upon exit of the investment.
|
It is possible that the rating of a portfolio investment may change over time. For investments rated 3, 4 or 5, the Adviser enhances its level of scrutiny over the monitoring of such portfolio company.
The following table shows the composition of our portfolio investments on the Adviser's internal performance rating scale:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
|
September 30, 2026
|
|
December 31, 2025
|
|
Investment Rating
|
|
Fair Value
|
|
Percentage of Portfolio
|
|
Fair Value
|
|
Percentage of Portfolio
|
|
1
|
|
$
|
560,386
|
|
|
18.4
|
%
|
|
$
|
540,164
|
|
|
18.7
|
%
|
|
2
|
|
2,221,609
|
|
|
72.9
|
|
|
2,160,900
|
|
|
75.0
|
|
|
3
|
|
215,063
|
|
|
7.1
|
|
|
158,374
|
|
|
5.5
|
|
|
4
|
|
47,461
|
|
|
1.6
|
|
|
23,516
|
|
|
0.8
|
|
|
5
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
$
|
3,044,519
|
|
|
100.0
|
%
|
|
$
|
2,882,954
|
|
|
100.0
|
%
|
The following table presents the amortized cost of our performing and non-accrual investments as of September 30, 2026 and December 31, 2025:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2026
|
|
December 31, 2025
|
|
($ in thousands)
|
Amortized Cost
|
|
Percentage
|
|
Amortized Cost
|
|
Percentage
|
|
Performing
|
$
|
3,068,558
|
|
|
100.0
|
%
|
|
$
|
2,883,469
|
|
|
100.0
|
%
|
|
Non-accrual
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Total
|
$
|
3,068,558
|
|
|
100.0
|
%
|
|
$
|
2,883,469
|
|
|
100.0
|
%
|
Table of contents
The following table presents the fair value of our performing and non-accrual investments as of September 30, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2026
|
|
December 31, 2025
|
|
($ in thousands)
|
Fair Value
|
|
Percentage
|
|
Fair Value
|
|
Percentage
|
|
Performing
|
$
|
3,044,519
|
|
|
100.0
|
%
|
|
$
|
2,882,954
|
|
|
100.0
|
%
|
|
Non-accrual
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Total
|
$
|
3,044,519
|
|
|
100.0
|
%
|
|
$
|
2,882,954
|
|
|
100.0
|
%
|
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management's judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Results of Operations
The following table presents the operating results for the three and nine months ended September 30, 2026 and 2025:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
Three Months Ended
September 30, 2026
|
|
Three Months Ended
September 30, 2025
|
|
Nine Months Ended
September 30, 2026
|
|
Nine Months Ended
September 30, 2025
|
|
Total investment income
|
$
|
73,878
|
|
|
$
|
73,652
|
|
|
$
|
216,317
|
|
|
$
|
212,606
|
|
|
Less: total expenses
|
43,681
|
|
|
41,463
|
|
|
126,988
|
|
|
121,665
|
|
|
Net investment income (loss)
|
30,197
|
|
|
32,189
|
|
|
89,329
|
|
|
90,941
|
|
|
Total net realized gains (losses)
|
(45)
|
|
|
917
|
|
|
470
|
|
|
2,259
|
|
|
Total net change in unrealized appreciation (depreciation)
|
(4,952)
|
|
|
(1,077)
|
|
|
(29,554)
|
|
|
1,982
|
|
|
Net increase (decrease) in net assets resulting from operations
|
$
|
25,200
|
|
|
$
|
32,029
|
|
|
$
|
60,245
|
|
|
$
|
95,182
|
|
Investment Income
Total investment income consisted of interest income from investments, Payment in Kind interest income, dividend income from investments, interest from cash and cash equivalents and fee income. For the three and nine months ended September 30, 2026 and 2025, total investment income was comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
Three Months Ended
September 30, 2026
|
|
Three Months Ended
September 30, 2025
|
|
Nine Months Ended
September 30, 2026
|
|
Nine Months Ended
September 30, 2025
|
|
Interest income from investments
|
$
|
67,996
|
|
|
$
|
69,355
|
|
|
$
|
200,641
|
|
|
$
|
202,640
|
|
|
Payment in Kind Interest Income
|
4,411
|
|
|
2,412
|
|
|
11,926
|
|
|
5,514
|
|
|
Dividend income from investments
|
1,001
|
|
|
1,494
|
|
|
3,061
|
|
|
3,892
|
|
|
Interest income from cash and cash equivalents
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
Fee income
|
469
|
|
|
390
|
|
|
687
|
|
|
558
|
|
|
Total investment income
|
$
|
73,878
|
|
|
$
|
73,652
|
|
|
$
|
216,317
|
|
|
$
|
212,606
|
|
Table of contents
For the three months ended September 30, 2026 and 2025, total investment income increased to $73.9 million from $73.7 million primarily due to an increase in the size of our debt portfolio, which at par, increased to $3,039.8 million from $2,666.9 million. For the nine months ended September 30, 2026 and 2025, total investment income increased to $216.3 million from $212.6 million also primarily due to an increase in the size of our debt portfolio, which at par, increased to $3,039.8 million from $2,666.9 million. For the nine months ended September 30, 2026 the weighted average yield on our portfolio decreased to 9.8% from 10.1% for the nine months ended September 30, 2025. For the three months ended September 30, 2026 and 2025, the Company recognized payment-in-kind ("PIK") income from investments of $5.2 million and 7.1%, and $2.4 million or 3.3%, respectively. For the nine months ended September 30, 2026 and 2025, the Company recognized payment-in-kind ("PIK") income from investments of $14.8 million or 6.8%, and $5.5 million or 2.6% of payment-in-kind ("PIK") income from investments, respectively.
Expenses
Operating expenses for the three and nine months ended September 30, 2026 and 2025 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
Three Months Ended
September 30, 2026
|
|
Three Months Ended
September 30, 2025
|
|
Nine Months Ended
September 30, 2026
|
|
Nine Months Ended
September 30, 2025
|
|
Base management fees
|
$
|
9,937
|
|
|
$
|
8,844
|
|
|
$
|
29,055
|
|
|
$
|
25,842
|
|
|
Incentive fees
|
5,360
|
|
|
5,683
|
|
|
15,795
|
|
|
16,051
|
|
|
Interest and credit facility fees
|
26,139
|
|
|
24,750
|
|
|
76,329
|
|
|
73,123
|
|
|
Offering costs
|
13
|
|
|
12
|
|
|
39
|
|
|
35
|
|
|
Professional fees
|
2,116
|
|
|
2,063
|
|
|
6,191
|
|
|
6,283
|
|
|
Directors fees
|
92
|
|
|
92
|
|
|
276
|
|
|
276
|
|
|
Insurance expenses
|
24
|
|
|
19
|
|
|
83
|
|
|
55
|
|
|
Professional fees waiver
|
-
|
|
|
-
|
|
|
(780)
|
|
|
-
|
|
|
Total expenses
|
$
|
43,681
|
|
|
$
|
41,463
|
|
|
$
|
126,988
|
|
|
$
|
121,665
|
|
Under the Administration Agreement, we will reimburse the Administrator for all reasonable costs and expenses incurred for services performed for us. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties, and we will reimburse the expenses of these parties incurred directly and/or paid by the Administrator on our behalf. The Administrator can waive any amounts owed to it under the Administration Agreement, at its discretion. For the three and nine months ended September 30, 2026, the Administrator waived $0 and $780, respectively, of sub-administration fees which will not be subject to reimbursement by the Company to the Administrator, and is included on the Consolidated Statement of Operations. For the three and nine months ended September 30, 2025, the Administrator did not waive any expenses owed to it under the Administration Agreement.
For the three and nine months ended September 30, 2026, the Company incurred $0.3 million and $0.9 million, of administrative overhead expenses, respectively. For the three and nine months ended September 30, 2025, the Company incurred $0.3 million and $0.7 million, of administrative overhead expenses, respectively.
For the three months ended September 30, 2026 and 2025, total expenses increased to $43.7 million from $41.5 million primarily due to an increase in management fees and an increase in interest and credit facility fees. For the three months ended September 30, 2026 and 2025 management fees increased to $9.9 million from $8.8 million due to an increase in total assets. For the nine months ended September 30, 2026 and 2025 total expenses increased to $127.0 million from $121.7 million primarily due to an increase in management fees and an increase in interest and credit facility fees. For the nine months ended September 30, 2026 and 2025 management fees increased to $29.1 million from $25.8 million due to an increase in total assets. For the three months ended September 30, 2026, the weighted average daily borrowings and interest rate on our floating rate credit facilities was $1,157 million and 5.7% compared to $954.7 million and 6.4% for the three months ended September 30, 2025. For the nine months ended September 30, 2026, the weighted average daily borrowings and interest rate on our floating rate credit facilities was $1,125.1 million and 5.7% compared to $945.7 million and 6.6% for the nine months ended September 30, 2025.
Table of contents
Income Taxes, Including Excise Taxes
We have elected to be treated as a RIC under Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our Stockholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income, if any, for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our Stockholders, which generally relieve us from corporate-level U.S. federal income taxes and excise tax to the extent of such distributions. See "Item 1. Business-Material U.S. Federal Income Tax Considerations" in our Annual Report on Form 10-K filed with the SEC on March 6, 2026.
Net Realized Gains (Losses) and Unrealized Appreciation (Depreciation)
The following table summarizes our net realized gains (losses) and unrealized appreciation (depreciation) for the three and nine months ended September 30, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
Three Months Ended
September 30, 2026
|
|
Three Months Ended
September 30, 2025
|
|
Nine Months Ended
September 30, 2026
|
|
Nine Months Ended
September 30, 2025
|
|
Net realized gains (losses) and unrealized appreciation (depreciation)
|
|
|
|
|
|
|
|
|
Total net realized gains (losses)
|
$
|
(45)
|
|
|
$
|
917
|
|
|
$
|
470
|
|
|
$
|
2,259
|
|
|
Total net change in unrealized appreciation (depreciation) on investments
|
(257)
|
|
|
(1,060)
|
|
|
(23,546)
|
|
|
1,999
|
|
|
Net change in unrealized appreciation (depreciation) from interest rate swaps
|
(4,824)
|
|
|
-
|
|
|
(6,948)
|
|
|
-
|
|
|
Total net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies
|
129
|
|
|
(17)
|
|
|
940
|
|
|
(17)
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains (losses) and unrealized appreciation (depreciation)
|
$
|
(4,997)
|
|
|
$
|
(160)
|
|
|
$
|
(29,084)
|
|
|
$
|
4,241
|
|
The Adviser determines the fair value of our portfolio investments quarterly and any changes in fair value are recorded as unrealized appreciation or depreciation.
During the three and nine months ended September 30, 2026, we had net change in unrealized appreciation (depreciation) on our investment portfolio of $(0.3) million, and $(23.5) million, driven primarily by a decrease in mark to market prices of our debt investments. During the three and nine months ended September 30, 2025, we had net change in unrealized (depreciation) appreciation on our investment portfolio of $(1.1) million and $2.0 million, respectively, driven primarily by fluctuations in the mark-to-market valuations of our debt investments.
During the three and nine months ended September 30, 2026, we had net change in unrealized appreciation (depreciation) from interest rate swaps of $(4.8) million and $(6.9) million, respectively, driven by fluctuations arising from our interest rate swaps. We did not record any unrealized appreciation (depreciation) from interest rate swaps for the three and nine months ended September 30, 2025.
During the three and nine months ended September 30, 2026, we had net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies of $0.1 million and $0.9 million driven by fluctuations arising from the translation of foreign currency borrowings. During the three and nine months ended September 30, 2025, we had net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies of $(0.01) million and $(0.01) million driven by fluctuations arising from the translation of foreign currency borrowings.
Table of contents
Financial Condition, Liquidity and Capital Resources
We intend to generate further cash from (1) future offerings of our common or preferred stock, (2) cash flows from operations and (3) borrowings from banks or other lenders. We will seek to enter into bank debt, credit facility or other financing arrangements on at least customary market terms; however, we cannot assure you we will be able to do so.
Our primary use of cash will be for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including paying the Adviser), (3) debt service of any borrowings and (4) cash distributions to the holders of our Common Stock.
Equity
For the nine months ended September 30, 2026, we completed the following issuances of Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands, except share information)
|
|
Number of Common
Shares Issued
|
|
Net Proceeds
|
|
Common Share Issuance Date
|
|
|
|
September 30, 2026⁽¹⁾
|
|
343,378
|
|
|
$
|
6,685
|
|
|
June 30, 2026⁽¹⁾
|
|
336,457
|
|
|
6,555
|
|
|
April 1, 2026
|
|
495
|
|
|
10
|
|
|
March 31, 2026
|
|
1,267,768
|
|
|
24,992
|
|
|
March 31, 2026(1)
|
|
372,250
|
|
|
7,338
|
|
_______________________________________
(1)Shares were issued to Stockholders participating in our DRIP.
For the nine months ended September 30, 2025 , we completed the following issuances of Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands, except share information)
|
|
Number of Common
Shares Issued
|
|
Net Proceeds
|
|
Common Share Issuance Date
|
|
|
|
September 30, 2025(1)
|
|
477,327
|
|
$
|
9,511
|
|
|
September 30, 2025
|
|
1,756,667
|
|
35,000
|
|
|
June 30, 2025⁽¹⁾
|
|
335,985
|
|
6,666
|
|
|
March 31, 2025(1)
|
|
352,159
|
|
6,983
|
|
|
March 31, 2025
|
|
88,251
|
|
1,750
|
|
_______________________________________
(1)Shares were issued to Stockholders participating in our DRIP.
The issuances of Common Stock were made at a price at least equal to the current net asset value, with such calculation to be carried out consistent with our Valuation Policy. We had 71,392,436 shares outstanding as of September 30, 2026 and 69,072,088 shares outstanding as of December 31, 2025. Except with respect to shares of Common Stock issued under the DRIP, sales of Common Stock were made pursuant to subscription agreements entered into by us and our investors. Each of the sales of Common Stock is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of ten business days' prior notice to the funding date. As of September 30, 2026, we had received capital commitments totaling $1,514.7 million, of which $226.6 million remains unfunded. As of December 31, 2025, we had received capital commitments totaling $1,514.7 million, of which, $251.6 million remained unfunded.
Table of contents
Debt
Financing Facilities
The following tables show our outstanding debt, collectively referred to as the "Financing Facilities," as of September 30, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2026
|
|
($ in thousands)
|
Aggregate Principal Committed
|
|
Outstanding Principal
|
|
Amount Available (1)
|
|
Net Carrying Value (2)
|
|
Revolving Credit Facility (3)
|
$
|
850,000
|
|
|
$
|
694,016
|
|
|
$
|
155,984
|
|
|
$
|
689,020
|
|
|
Secured Credit Facility
|
300,000
|
|
|
292,500
|
|
|
7,500
|
|
|
290,735
|
|
|
2029 Notes
|
200,000
|
|
|
200,000
|
|
|
-
|
|
|
198,466
|
|
|
Senior Notes
|
300,000
|
|
|
300,000
|
|
|
-
|
|
|
297,495
|
|
|
Truist Facility
|
250,000
|
|
|
222,000
|
|
|
28,000
|
|
|
219,747
|
|
|
Total
|
$
|
1,900,000
|
|
|
$
|
1,708,516
|
|
|
$
|
191,484
|
|
|
$
|
1,695,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025
|
|
($ in thousands)
|
Aggregate Principal Committed
|
|
Outstanding Principal
|
|
Amount Available (1)
|
|
Net Carrying Value (2)
|
|
Capital Call Facility
|
$
|
65,000
|
|
|
$
|
31,500
|
|
|
$
|
33,500
|
|
|
$
|
31,435
|
|
|
Revolving Credit Facility (3)
|
850,000
|
|
|
803,524
|
|
|
46,476
|
|
|
797,166
|
|
|
Secured Credit Facility
|
300,000
|
|
|
223,500
|
|
|
76,500
|
|
|
221,372
|
|
|
2029 Notes
|
200,000
|
|
|
200,000
|
|
|
-
|
|
|
198,133
|
|
|
Senior Notes
|
300,000
|
|
|
300,000
|
|
|
-
|
|
|
296,879
|
|
|
Total
|
$
|
1,715,000
|
|
|
$
|
1,558,524
|
|
|
$
|
156,476
|
|
|
$
|
1,544,985
|
|
___________________________________________________________________________
(1)The amount available may be subject to limitations related to the borrowing base under the Financing Facilities, outstanding letters of credit issued and asset coverage requirements.
(2)As of September 30, 2026 and December 31, 2025, all of our outstanding debt was categorized as Level 3 within the fair value hierarchy.
(3)As of September 30, 2026 and December 31, 2025, the Company recorded $967 and $(20), respectively, of unrealized translation gain/(loss) on borrowings denominated in foreign currency.
Capital Call Facility - On December 29, 2020, we entered into the Capital Call Facility (as defined in Note 7. Borrowings of the consolidated financial statements). At our option, the Capital Call Facility accrued interest at a rate per annum based on (i) daily simple SOFR plus an applicable margin of 2.35% or (ii) the greatest of (1) the prime rate or (2) the federal funds effective rate plus 0.5% plus an applicable margin of 1.35%. As of December 31, 2025, unamortized financing costs of $0.1 million were being deferred and amortized over the remaining term of the Capital Call Facility. As of September 30, 2026 and December 31, 2025, we had an outstanding balance of $0 and $31.5 million, respectively, on the Capital Call Facility. The Capital Call Facility is presented on the Consolidated Statements of Assets and Liabilities totaling $31.4 million as of December 31, 2025. The Capital Call Facility matured and was fully repaid on April 16, 2026.
Revolving Credit Facility - On June 28, 2021, SPCC Funding I LLC (the "SPV I"), a wholly-owned financing subsidiary of us, entered into the Revolving Credit Facility (as defined in Note 7. Borrowings of the consolidated financial statements), which as of September 30, 2026, allowed SPV I to borrow up to $850.0 million. As of September 30, 2026, advances under the Revolving Credit Facility bear interest at a per annum rate equal to: (a) for advances denominated in USD, Term SOFR, (b) for advances denominated in CAD, three-month term rate based on CORRA, (c) for advances denominated in GBP, the daily simple Sterling Overnight Index Average for each day, (d) for advances denominated in AUD, the three-month average bid reference rate administered by the Australian Financial Markets Association for Australian dollar bills, and (e) for advances denominated in Euros, the three-month Euro interbank offered rate, in each case, in effect, plus the applicable margin of 2.00% per annum (or, for advances denominated in GBP, 2.1193% per
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annum). SPV I has paid and will pay, as applicable, commitment fees set forth in the Revolving Credit Facility, on the average daily unused amount of the financing commitments, which as of September 30, 2026 is 0.60% per annum. As of September 30, 2026 and December 31, 2025, unamortized financing costs of $5.0 million and $6.4 million, respectively, are being deferred and amortized over the remaining term of the Revolving Credit Facility. As of September 30, 2026 and December 31, 2025, the Revolving Credit Facility had an outstanding balance of $694.0 million and $803.5 million, respectively. The Revolving Credit Facility is presented on the Consolidated Statements of Assets and Liabilities net of unamortized financing costs, which results in an outstanding balance, totaling $689.0 million as of September 30, 2026 and $797.2 million as of December 31, 2025.
Secured Credit Facility - On August 14, 2023, SPCC Funding II LLC (the "SPV II"), a wholly-owned financing subsidiary of us, entered into the Secured Credit Facility (as defined in Note 7. Borrowings of the consolidated financial statements), which, as of September 30, 2026, allowed SPV II to borrow up to $250.0 million under an asset-based revolving loan facility and up to $50 million under an asset-based revolving loan facility, each of which has its own borrowing base. The Secured Credit Facility will mature on March 3, 2030, unless terminated earlier as provided. SPV II may draw and redraw loans under the Secured Credit Facility during a commitment period ending on March 3, 2028, unless the commitments are terminated earlier. Loans drawn under the Secured Credit Facility will bear interest at Term SOFR plus 2.00% per annum and, in the case of loans drawn in euros or British pound sterling, an additional currency benchmark adjustment will apply. As of September 30, 2026, and December 31, 2025, unamortized financing costs of $1.8 million and $2.1 million, respectively, are being deferred and amortized over the remaining term of the Secured Credit Facility. As of September 30, 2026, and December 31, 2025, the Secured Credit Facility had an outstanding balance of $292.5 million and $223.5 million, respectively. The Secured Credit Facility is presented in the Consolidated Statements of Assets and Liabilities net of unamortized financing costs, which results in an outstanding balance, totaling $290.7 million as of September 30, 2026 and $221.4 million as of December 31, 2025.
2029 Notes - On September 17, 2024, we entered into the September 2024 NPA (as defined in Note 7. Borrowings of the consolidated financial statements) governing the issuance of $200.0 million in aggregate principal amount of senior unsecured notes due September 15, 2029 (the "2029 Notes"). The 2029 Notes have a fixed interest rate of 6.70% per year, subject to a step up of (1) 1.00% per year, to the extent and for so long as the 2029 Notes fail to satisfy certain investment grade conditions and/or (2) 1.50% per year, to the extent and for so long as either the ratio of the Company's secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end, or the Company fails to deliver the required quarterly or annual financial statements and related certificates when due. The 2029 Notes will mature on September 15, 2029, unless redeemed, purchased or repaid prior to such date by us in accordance with the terms of the 2029 Notes. As of September 30, 2026 and December 31, 2025, unamortized debt issuance costs of $1.5 million and $1.9 million, respectively, are being deferred and amortized over the remaining term of the 2029 Notes. As of both September 30, 2026 and December 31, 2025, the 2029 Notes had an outstanding balance of $200.0 million. The 2029 Notes are presented on the Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs, which results in an outstanding balance, totaling $198.5 million as of September 30, 2026 and $198.1 million as of December 31, 2025.
Senior Notes - On March 21, 2025, the Company entered into the March 2025 NPA (as defined in Note 7. Borrowings of the consolidated financial statements) governing the issuance of (i) $60.0 million in aggregate principal amount of senior unsecured notes due May 15, 2028 (the "2028 Notes") and (ii) $240.0 million in aggregate principal amount of senior unsecured notes due May 15, 2030 (the "2030 Notes" and together with the 2028 Notes, the "Senior Notes"). The 2028 Notes will mature on May 15, 2028 and the 2030 Notes will mature on May 15, 2030, in each case, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2025 NPA. As of September 30, 2026 and December 31, 2025 the carrying amount of the Company's borrowings under the Senior Notes approximated its fair value. As of September 30, 2026 and December 31, 2025, unamortized debt issuance costs of $2.5 million and $3.1 million, respectively, are being deferred and amortized over the remaining term of the Senior Notes. As of September 30, 2026 and December 31, 2025 the Senior Notes had an outstanding balance of $300.0 million and $300.0 million. The Senior Notes are presented on the Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs, which results in an outstanding balance, totaling $297.5 million as of September 30, 2026 and $296.9 million as of December 31, 2025.
The 2028 Notes have a fixed interest rate of 6.03% per year and the 2030 Notes have a fixed interest rate of 6.26% per year. Each of the 2028 Notes and 2030 Notes are subject to a step up of (1) 1.00% per year, to the extent and for so long as the 2028 Notes or 2030 Notes fail to satisfy certain investment grade rating conditions and/or (2) (a) if the 2028 Notes or 2030 Notes do not satisfy certain investment grade rating conditions, an additional 1.50% per year, to the extent and for so long as either the ratio of the Company's secured debt to total assets exceeds specified thresholds, measured as
Table of contents
of each fiscal quarter-end, or the Company fails to deliver the required quarterly or annual financial statements and related certificates when due or (b) if the 2028 Notes or 2030 Notes satisfy certain investment grade conditions, an additional 1.00% per year, to the extent and for so long as either the ratio of the Company's secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end, or the Company fails to deliver the required quarterly or annual financial statements and related certificates when due.
Truist Facility - On March 23, 2026, the Company entered into a Senior Secured Revolving Credit Agreement (the "Truist Credit Agreement") (as defined in Note 7. Borrowings of the consolidated financial statements). The aggregate initial principal amount of the Truist Facility is $250.0 million, which may be increased up to $450.0 million through the exercise of an accordion feature, subject to certain conditions. The revolving period under the Truist Facility will terminate on the earlier of March 22, 2030 and the occurrence of a Trigger Event (which is defined in the Truist Credit Agreement in relation to the consummation of an initial public offering of the Company's common stock) and the Truist Facility will mature on March 21, 2031, unless earlier terminated in accordance with the terms of the Truist Credit Agreement. As of September 30, 2026 the carrying amount of the Company's borrowings under the Truist Facility approximated its fair value. As of September 30, 2026, unamortized financing costs of $2.3 million, are being deferred and amortized over the remaining term of the Truist Facility. As of September 30, 2026 the Truist Facility had an outstanding balance of $222.0 million. As of September 30, 2026, the Truist Facility is presented on the Consolidated Statements of Assets and Liabilities net of unamortized financing costs, which results in an outstanding balance, totaling $219.7 million.
Liquidity
Operating liquidity is our ability to meet our short-term liquidity needs. The following table presents our operating liquidity position as of September 30, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
($ in thousands)
|
September 30, 2026
|
|
December 31, 2025
|
|
Cash and cash equivalents
|
$
|
65,960
|
|
|
$
|
56,376
|
|
|
Unused borrowing capacity (1)
|
191,484
|
|
|
91,476
|
|
|
Unfunded portfolio company commitments
|
(501,017)
|
|
|
(525,553)
|
|
|
Undrawn capital commitments
|
226,595
|
|
|
251,596
|
|
|
Total operational liquidity (2)
|
$
|
(16,978)
|
|
|
$
|
(126,105)
|
|
__________________________________________________________________________
(1)Unused borrowing capacity was adjusted as of December 31, 2025 to remove the maximum borrowing capacity under the Capital Call Facility given the Capital Call Facility would need to be repaid in full if we were to draw the remaining capital commitments. The unused borrowing capacity as of September 30, 2026 was not adjusted as the Capital Call Facility matured on April 16, 2026 and was fully repaid.
(2)We expect to maintain sufficient liquidity in the form of cash, financing capacity, liquid investments, and undrawn capital commitments from our investors to cover any outstanding unfunded portfolio company commitments we may be required to fund.
Distributions
For the nine months ended September 30, 2026, we declared the following distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands, except share information)
|
|
Payment Date
|
|
Distribution Rate per Share
|
|
Annualized Distribution Yield (1)
|
|
Distribution Paid
|
|
Record Date
|
|
|
|
|
|
September 29, 2026
|
|
September 30, 2026
|
|
$
|
0.430
|
|
|
8.8
|
%
|
|
$
|
30,551
|
|
|
June 29, 2026
|
|
June 30, 2026
|
|
$
|
0.430
|
|
|
8.8
|
%
|
|
$
|
30,406
|
|
|
March 30, 2026
|
|
March 31, 2026
|
|
$
|
0.460
|
|
|
9.4
|
%
|
|
$
|
31,773
|
|
______________________________________________________________________________
(1)Annualized distribution yield is calculated as annualized quarterly declared distribution divided by weighted average net asset value over the period. Weighted average net asset value is based on the net asset value at the beginning of the quarter plus capital called and distributions reinvested during the quarter.
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For the nine months ended September 30, 2025, we declared the following distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands, except share information)
|
|
Payment Date
|
|
Distribution Rate per Share
|
|
Annualized Distribution Yield (1)
|
|
Distribution Paid
|
|
Record Date
|
|
|
|
|
|
September 26, 2025
|
|
September 30, 2025
|
|
$
|
0.475
|
|
|
9.5
|
%
|
|
$
|
30,320
|
|
|
June 27, 2025
|
|
June 30, 2025
|
|
$
|
0.470
|
|
|
9.5
|
%
|
|
$
|
29,842
|
|
|
March 27, 2025
|
|
March 31, 2025
|
|
$
|
0.490
|
|
|
10.0
|
%
|
|
$
|
30,896
|
|
(1)Annualized distribution yield is calculated as annualized quarterly declared distribution divided by weighted average net asset value over the period. Weighted average net asset value is based on the net asset value at the beginning of the quarter plus capital called and distributions reinvested during the quarter.
Commitments and Off-Balance Sheet Arrangements
Litigation and Regulatory Matters
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. We and the Adviser are not currently a party to any material legal proceedings.
Unfunded Portfolio Company Commitments
From time to time, we may enter into commitments to fund investments. As of September 30, 2026 and December 31, 2025, the Company had unfunded portfolio company commitments under loan and financing agreements in the amount of $501.0 million and $525.6 million, respectively. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied.
Contractual Obligations
Our payment obligations for repayment of debt, which total our contractual obligations on September 30, 2026, include the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
Total
|
|
Less Than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More Than 5 years
|
|
Revolving Credit Facility
|
$
|
850,000
|
|
|
$
|
-
|
|
|
$
|
850,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Secured Credit Facility
|
300,000
|
|
|
-
|
|
|
-
|
|
|
300,000
|
|
|
-
|
|
|
2029 Notes
|
200,000
|
|
|
-
|
|
|
200,000
|
|
|
-
|
|
|
-
|
|
|
Senior Notes
|
300,000
|
|
|
-
|
|
|
60,000
|
|
|
240,000
|
|
|
-
|
|
|
Truist Facility
|
250,000
|
|
|
-
|
|
|
-
|
|
|
250,000
|
|
|
-
|
|
|
Total Contractual Obligations
|
$
|
1,900,000
|
|
|
$
|
-
|
|
|
$
|
1,110,000
|
|
|
$
|
790,000
|
|
|
$
|
-
|
|
Hedging
In connection with certain portfolio investments, we may employ hedging techniques designed to reduce the risk of adverse movements in interest rates, securities prices and currency exchange rates. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while we can benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, currency exchange rates and other factors could result in a poorer overall performance for us than if we had not entered into such hedging transactions. The successful utilization of hedging and risk management transactions requires skills that are separate from the skills used in selecting and monitoring investments. There were no hedging transactions for either of the three or nine months ended September 30, 2026 and 2025.
Critical Accounting Policies
This discussion of our operating plan is based upon our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation
Table of contents
of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we describe our critical accounting policies in the notes to our consolidated financial statements.
Valuation of Investments
The Board has designated the Adviser as our "Valuation Designee" under Rule 2a-5 under the 1940 Act. The Adviser determines the value of our investments in accordance with fair value accounting guidance promulgated under U.S. GAAP, which establishes a hierarchical disclosure framework which ranks the observability inputs used in measuring financial instruments at fair value. See the Notes to Financial Statements for a description of the hierarchy for fair value measurements and a description of our valuation procedures.
Revenue Recognition
We record interest income on an accrual basis to the extent that we expect to collect such amounts. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Certain investments may have contractual PIK interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have a reason to doubt our ability to collect such interest. Original issue discounts, market discounts or premiums are accreted or amortized over the life of the respective security using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income.
U.S. Federal Income Taxes
We have elected to be treated, and intend to qualify annually, to be taxed as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains distributed to stockholders. To qualify as a RIC, we must, among other things, maintain an election under the 1940 Act to be regulated as a BDC, meet specified source-of-income and asset diversification requirements as well as distribute each taxable year dividends for U.S. federal income tax purposes generally of an amount at least equal to 90% of the Company's "investment company taxable income," which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for dividends paid.
Recent Developments
None.