11/06/2025 | Press release | Distributed by Public on 11/06/2025 15:49
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. References to "we," "us," "our," and the "Company," mean Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc., together with its consolidated subsidiaries, as the context may require. The terms "GSAM," "Goldman Sachs Asset Management," our "Adviser" or our "Investment Adviser" refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term "GS Group Inc." refers to The Goldman Sachs Group, Inc. "GS & Co." refers to Goldman Sachs & Co. LLC and its predecessors. The term "Goldman Sachs" refers to GS Group Inc., together with GS & Co., GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refer 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 "Cautionary Statement Regarding 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 "Cautionary Statement Regarding Forward-Looking Statements" appearing elsewhere in this report.
OVERVIEW
We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition, we have elected to be treated as a regulated investment company ("RIC") and we expect to qualify annually for tax treatment as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with our taxable year ended December 31, 2013. From our formation in 2012 through September 30, 2025, we originated approximately $9.49 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
"Unitranche" loans are first lien loans that extend deeper in a borrower's capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in such loan. In a number of instances, we may find another lender to provide the "first-out" portion of a unitranche loan while we retain the "last-out" portion of such loan, in which case, the "first-out" portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts due thereunder as compared to the "last-out" portion that we would continue to hold. In exchange for taking greater risk of loss, the "last-out" portion generally earns a higher interest rate than the "first-out" portion of the loan. We use the term "mezzanine" to refer to debt that ranks senior in right of payment only to a borrower's equity securities and ranks junior in right of payment to all of such borrower's other indebtedness. We may make multiple investments in the same portfolio company.
We may also originate "covenant-lite" loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as us) to accelerate indebtedness or negotiate terms and pricing. In the event of default, covenant-lite loans may recover less value than traditional loans as the lender may not have an opportunity to negotiate with the borrower prior to such default.
We invest primarily in U.S. middle-market companies, which we believe are underserved by traditional providers of capital such as banks and the public debt markets. In this report, we generally use the term "middle market companies" to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization ("EBITDA") excluding certain one-time, and non-recurring items that are outside the operations of these companies. However, we may from time to time invest in larger or smaller companies. We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. Fees received from portfolio companies (directors' fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to us, unless, to the extent required by applicable law or exemptive relief therefrom, we only receive our allocable portion of such fees when invested in the same portfolio company as another client account managed by our Investment Adviser (collectively with us, the "Accounts"). The companies in which we invest use our capital for a variety of purposes, including to support organic growth, fund acquisitions, make capital investments or refinance indebtedness.
Our origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases, we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. We generally seek to make investments that have maturities of three to ten years and investment size ranges from $10 million to $75 million or above.
For a discussion of the competitive landscape we face, please see "Item 1A. Risk Factors-Risks Relating to Competition-We operate in a highly competitive market for investment opportunities" and "Item 1. Business-Competitive Advantages" in our annual report on Form 10-K for the year ended December 31, 2024.
KEY COMPONENTS OF OPERATIONS
Investments
Our level of investment activity can and does 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 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 Investment Company 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 Securities and Exchange Commission (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.
Revenues
We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind ("PIK") income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors' fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other Accounts, which other Accounts could receive their allocable portion of such fee. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
Expenses
Our primary operating expenses include the payment of the management fee (the "Management Fee") and the incentive fee (the "Incentive Fee") to our Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other expenses of our operations and transactions in accordance with the investment management agreement (the "Investment Management Agreement") and administration agreement (the "Administration Agreement"), including:
We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines. Costs relating to future offerings of securities would be incremental.
Leverage
Our senior secured revolving credit agreement (as amended, the "Revolving Credit Facility") with Truist Bank, as administrative agent, and Bank of America, N.A., as syndication agent, our 2.875% Notes due 2026 (the "2026 Notes"), our 6.375% Notes due 2027 (the "2027 Notes") and our 5.650% Notes due 2030 (the "2030 Notes") allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as "leverage" and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. We are permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met).
Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act's asset coverage requirement. The amount of leverage that we employ will depend on the assessment by our Investment Adviser and our board of directors (the "Board of Directors" or the "Board") of market conditions and other factors at the time of any proposed borrowing.
PORTFOLIO AND INVESTMENT ACTIVITY
Our portfolio (excluding investments in money market funds, if any) consisted of the following:
|
As of |
|||||||||||||||
|
September 30, 2025 |
December 31, 2024 |
||||||||||||||
|
Amortized |
Fair |
Amortized |
Fair |
||||||||||||
|
(in millions) |
(in millions) |
||||||||||||||
|
First Lien/Senior Secured Debt |
$ |
3,050.87 |
$ |
2,998.39 |
$ |
3,301.75 |
$ |
3,179.82 |
|||||||
|
First Lien/Last-Out Unitranche |
96.63 |
93.80 |
168.71 |
165.90 |
|||||||||||
|
Second Lien/Senior Secured Debt |
50.24 |
47.96 |
57.16 |
46.79 |
|||||||||||
|
Unsecured Debt |
29.27 |
8.39 |
39.12 |
16.79 |
|||||||||||
|
Preferred Stock |
33.10 |
26.15 |
35.51 |
31.25 |
|||||||||||
|
Common Stock |
53.54 |
22.03 |
69.48 |
34.29 |
|||||||||||
|
Warrants |
1.85 |
0.21 |
1.85 |
0.42 |
|||||||||||
|
Total Investments |
$ |
3,315.50 |
$ |
3,196.93 |
$ |
3,673.58 |
$ |
3,475.26 |
|||||||
The weighted average yield by asset type of our total portfolio (excluding investments in money market funds, if any), at amortized cost and fair value, was as follows:
|
As of |
||||||||||||||||
|
September 30, 2025 |
December 31, 2024 |
|||||||||||||||
|
Amortized |
Fair |
Amortized |
Fair |
|||||||||||||
|
Weighted Average Yield(1) |
||||||||||||||||
|
First Lien/Senior Secured Debt(2) |
10.1 |
% |
11.1 |
% |
10.6 |
% |
13.8 |
% |
||||||||
|
First Lien/Last-Out Unitranche(2) (3) |
9.3 |
9.6 |
12.1 |
13.4 |
||||||||||||
|
Second Lien/Senior Secured Debt(2) |
9.9 |
8.0 |
12.7 |
16.1 |
||||||||||||
|
Unsecured Debt(2) |
3.5 |
4.1 |
3.9 |
9.0 |
||||||||||||
|
Preferred Stock(4) |
- |
- |
- |
- |
||||||||||||
|
Common Stock(4) |
- |
- |
- |
- |
||||||||||||
|
Warrants(4) |
- |
- |
- |
- |
||||||||||||
|
Total Portfolio |
9.8 |
% |
10.8 |
% |
10.1 |
% |
13.2 |
% |
||||||||
As of September 30, 2025, the total portfolio weighted average yield measured at amortized cost and fair value was 9.8% and 10.8%, as compared to 10.1% and 13.2% as of December 31, 2024. The decrease in the total portfolio weighted average yield at fair value and the decrease in weighted average yield at fair value within First Lien/Senior Secured Debt were primarily due to the restructuring of Streamland Media Midco LLC. Within First Lien/Last-Out Unitranche, the decrease in weighted average yield measured at amortized cost and fair value was driven by our 1st Lien/Last-Out Unitranche investment in Streamland Media Midco LLC being placed on non-accrual status and the exit of Doxim, Inc. Within Second Lien/Senior Secured Debt, the decrease in weighted average yield at amortized cost was primarily driven by MPI Engineered Technologies, LLC being placed on non-accrual status, partially offset by the exit of Animal Supply Intermediate, LLC and Wine.com exit fee accruals. The decrease in weighted average yield at fair value was primarily driven by MPI Engineered Technologies, LLC being placed on non-accrual status, partially offset by Wine.com exit fee accruals. Within Unsecured Debt, the decrease in weighted average yield at fair value was primarily driven by the exit of CivicPlus LLC, partially offset by Bayside Parent, LLC being restored back to accrual status.
The following table presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):
|
As of |
|||||||||
|
September 30, 2025 |
December 31, 2024 |
||||||||
|
Number of portfolio companies |
171 |
164 |
|||||||
|
Percentage of performing debt bearing a floating rate(1) |
99.4 |
% |
99.4 |
% |
|||||
|
Percentage of performing debt bearing a fixed rate(1)(2) |
0.6 |
% |
0.6 |
% |
|||||
|
Weighted average yield on debt and income producing investments, at amortized cost(3) |
10.3 |
% |
11.2 |
% |
|||||
|
Weighted average yield on debt and income producing investments, at fair value(3) |
11.2 |
% |
14.1 |
% |
|||||
|
Weighted average leverage (net debt/EBITDA)(4) |
5.8x |
6.2x |
|||||||
|
Weighted average interest coverage(4) |
1.9x |
1.8x |
|||||||
|
Median EBITDA(4) |
$ |
70.85 million |
$ |
66.14 million |
|||||
For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company and compare that amount to EBITDA. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of September 30, 2025 and December 31, 2024, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 14.7% and 20.5% of total debt investments.
Our Investment Adviser monitors the financial trends of each portfolio company on an ongoing basis to determine if it is meeting its respective business plan and to assess the appropriate course of action for each portfolio company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include: (i) assessment of success in adhering to the portfolio company's business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in Board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.
As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (e.g., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:
Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, our Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding investments in money market funds, if any) on the 1 to 4 grading scale:
|
As of |
||||||||||||||||
|
September 30, 2025 |
December 31, 2024 |
|||||||||||||||
|
Investment Performance Rating |
Fair Value |
Percentage |
Fair Value |
Percentage |
||||||||||||
|
(in millions) |
(in millions) |
|||||||||||||||
|
Grade 1 |
$ |
9.03 |
0.3 |
% |
$ |
- |
- |
% |
||||||||
|
Grade 2 |
2,986.63 |
93.4 |
3,238.74 |
93.2 |
||||||||||||
|
Grade 3 |
119.04 |
3.7 |
181.92 |
5.2 |
||||||||||||
|
Grade 4 |
82.23 |
2.6 |
54.60 |
1.6 |
||||||||||||
|
Total Investments |
$ |
3,196.93 |
100.0 |
% |
$ |
3,475.26 |
100.0 |
% |
||||||||
The increase in investments with a Grade 1 investment performance rating was primarily driven by an investment being upgraded from a Grade 2 investment performance rating due to a potential exit. The decrease in investments with a Grade 3 investment performance rating was primarily driven by the exit of an investment with a fair value of $36.92 million as well as investments with an aggregate fair value of $24.62 million being downgraded to a Grade 4 investment performance rating due to financial underperformance. The increase in investments with a Grade 4 investment performance rating was primarily driven by investments with an aggregate fair value of $24.62 million being downgraded from a Grade 3 investment performance rating due to financial underperformance as mentioned above.
The following table shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):
|
As of |
||||||||||||||||
|
September 30, 2025 |
December 31, 2024 |
|||||||||||||||
|
Amortized |
Percentage |
Amortized |
Percentage |
|||||||||||||
|
(in millions) |
(in millions) |
|||||||||||||||
|
Performing |
$ |
3,231.94 |
97.5 |
% |
$ |
3,508.72 |
95.5 |
% |
||||||||
|
Non-accrual |
83.56 |
2.5 |
% |
164.86 |
4.5 |
|||||||||||
|
Total Investments |
$ |
3,315.50 |
100.0 |
% |
$ |
3,673.58 |
100.0 |
% |
||||||||
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management's judgment, principal and interest or dividend payments are likely to remain current.
The following table shows our investment activity by investment type(1):
|
For the Three Months Ended |
||||||||
|
September 30, |
September 30, |
|||||||
|
($ in millions) |
||||||||
|
New investments committed at cost: |
||||||||
|
First Lien/Senior Secured Debt |
$ |
442.65 |
$ |
369.75 |
||||
|
First Lien/Last-Out Unitranche |
28.27 |
- |
||||||
|
Unsecured Debt |
- |
7.07 |
||||||
|
Total |
$ |
470.92 |
$ |
376.82 |
||||
|
Proceeds from investments sold or repaid: |
||||||||
|
First Lien/Senior Secured Debt |
$ |
249.23 |
$ |
319.50 |
||||
|
First Lien/Last-Out Unitranche |
107.26 |
0.10 |
||||||
|
Preferred Stock |
15.83 |
9.33 |
||||||
|
Common Stock |
2.19 |
0.12 |
||||||
|
Total |
$ |
374.51 |
$ |
329.05 |
||||
|
Net increase (decrease) in portfolio |
$ |
96.41 |
$ |
47.77 |
||||
|
Number of new portfolio companies with new investment commitments |
13 |
15 |
||||||
|
Total new investment commitment amount in new portfolio companies |
$ |
310.44 |
$ |
157.34 |
||||
|
Average new investment commitment amount in new portfolio companies |
$ |
23.88 |
$ |
10.49 |
||||
|
Number of existing portfolio companies with new investment commitments |
14 |
19 |
||||||
|
Total new investment commitment amount in existing portfolio companies |
$ |
160.48 |
$ |
219.48 |
||||
|
Weighted average remaining term for new investment commitments (in years)(2) |
5.9 |
5.8 |
||||||
|
Percentage of new debt investment commitments at cost for floating interest rates |
100.0 |
% |
100.0 |
% |
||||
|
Percentage of new debt investment commitments at cost for fixed interest rates(3) |
-% |
-% |
||||||
|
Weighted average yield on new debt and income producing investment commitments(4) |
9.4 |
% |
10.1 |
% |
||||
|
Weighted average yield on new investment commitments(5) |
9.4 |
% |
9.9 |
% |
||||
|
Weighted average yield on debt and income producing investments sold or repaid(6) |
11.2 |
% |
11.6 |
% |
||||
|
Weighted average yield on investments sold or repaid(7) |
10.6 |
% |
10.7 |
% |
||||
RESULTS OF OPERATIONS
Our operating results were as follows:
|
For the Three Months Ended |
For the Nine Months Ended |
|||||||||||||||
|
September 30, |
September 30, |
September 30, |
September 30, |
|||||||||||||
|
($ in millions) |
||||||||||||||||
|
Total investment income |
$ |
91.60 |
$ |
110.41 |
$ |
279.51 |
$ |
330.57 |
||||||||
|
Net expenses |
45.38 |
40.74 |
137.00 |
130.76 |
||||||||||||
|
Net investment income before taxes |
46.22 |
69.67 |
142.51 |
199.81 |
||||||||||||
|
Income tax expense, including excise tax |
0.91 |
1.49 |
3.13 |
3.81 |
||||||||||||
|
Net investment income after taxes |
45.31 |
68.18 |
139.38 |
196.00 |
||||||||||||
|
Net realized gain (loss) on investments |
5.42 |
(83.80 |
) |
(120.27 |
) |
(133.46 |
) |
|||||||||
|
Net unrealized appreciation (depreciation) on investments |
(27.28 |
) |
56.06 |
79.63 |
(36.52 |
) |
||||||||||
|
Net realized and unrealized gain (losses) on forward contracts, translations and other transactions |
1.30 |
(3.13 |
) |
(3.07 |
) |
(0.66 |
) |
|||||||||
|
Net realized and unrealized gains (losses) |
(20.56 |
) |
(30.87 |
) |
(43.71 |
) |
(170.64 |
) |
||||||||
|
Income tax (provision) benefit for realized and unrealized gains |
(0.04 |
) |
(0.23 |
) |
(0.12 |
) |
(0.04 |
) |
||||||||
|
Net increase (decrease) in net assets from operations |
$ |
24.71 |
$ |
37.08 |
$ |
95.55 |
$ |
25.32 |
||||||||
Net increase (decrease) in net assets from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation in the investment portfolio.
On October 12, 2020, we completed our Merger with GS MMLC. The Merger was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations - Related Issues. The consideration paid to GS MMLC's stockholders was less than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase discount (the "Purchase Discount"). The Purchase Discount was allocated to the cost of GS MMLC investments acquired by us on a pro-rata basis based on their relative fair values as of the closing date. Immediately following the Merger with GS MMLC, we marked the investments to their respective fair values and, as a result, the Purchase Discount allocated to the cost basis of the investments acquired was immediately recognized as unrealized appreciation on our Consolidated Statements of Operations. The Purchase Discount allocated to the loan investments acquired will amortize over the life of each respective loan through interest income with a corresponding adjustment recorded as unrealized depreciation on such loans acquired through their ultimate disposition. The Purchase Discount allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, we will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired.
As a supplement to our financial results reported in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we have provided, as detailed below, certain non-GAAP financial measures to our operating results that exclude the aforementioned Purchase Discount and the ongoing amortization thereof, as determined in accordance with GAAP. The non-GAAP financial measures include (i) Adjusted net investment income after taxes; and (ii) Adjusted net realized and unrealized gains (losses). We believe that the adjustment to exclude the full effect of the Purchase Discount is meaningful because it is a measure that we and investors use to assess our financial condition and results of operations. Although these non-GAAP financial measures are intended to enhance investors' understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The aforementioned non-GAAP financial measures may not be comparable to similar non-GAAP financial measures used by other companies.
|
For the Three Months Ended |
For the Nine Months Ended |
|||||||||||||||
|
September 30, |
September 30, |
September 30, |
September 30, |
|||||||||||||
|
($ in millions) |
||||||||||||||||
|
Net investment income after taxes |
$ |
45.31 |
$ |
68.18 |
$ |
139.38 |
$ |
196.00 |
||||||||
|
Less: Purchase Discount amortization |
0.45 |
1.00 |
2.26 |
4.06 |
||||||||||||
|
Adjusted net investment income after taxes |
$ |
44.86 |
$ |
67.18 |
$ |
137.12 |
$ |
191.94 |
||||||||
|
Net realized and unrealized gains (losses) |
$ |
(20.56 |
) |
$ |
(30.87 |
) |
$ |
(43.71 |
) |
$ |
(170.64 |
) |
||||
|
Less: Net change in unrealized appreciation (depreciation) due to the Purchase Discount |
(0.45 |
) |
(1.00 |
) |
(2.26 |
) |
(4.17 |
) |
||||||||
|
Less: Realized gain (loss) due to the Purchase Discount |
- |
- |
- |
(1) |
0.11 |
|||||||||||
|
Adjusted net realized and unrealized gains (losses) |
$ |
(20.11 |
) |
$ |
(29.87 |
) |
$ |
(41.45 |
) |
$ |
(166.58 |
) |
||||
(1) Amount rounds to less than 0.01.
Investment Income
Our investment income was as follows:
|
For the Three Months Ended |
For the Nine Months Ended |
|||||||||||||||
|
September 30, |
September 30, |
September 30, |
September 30, |
|||||||||||||
|
($ in millions) |
||||||||||||||||
|
Interest |
$ |
82.58 |
$ |
99.14 |
$ |
250.48 |
$ |
291.89 |
||||||||
|
Payment-in-kind income |
7.50 |
9.98 |
25.20 |
34.54 |
||||||||||||
|
Other income |
1.29 |
0.82 |
3.22 |
2.49 |
||||||||||||
|
Dividend income |
0.23 |
0.47 |
0.61 |
1.65 |
||||||||||||
|
Total Investment Income |
$ |
91.60 |
$ |
110.41 |
$ |
279.51 |
$ |
330.57 |
||||||||
In the table above:
Expenses
Our expenses were as follows:
|
For the Three Months Ended |
For the Nine Months Ended |
|||||||||||||||
|
September 30, |
September 30, |
September 30, |
September 30, |
|||||||||||||
|
($ in millions) |
||||||||||||||||
|
Interest and other debt expenses |
$ |
28.08 |
$ |
29.30 |
$ |
82.80 |
$ |
86.02 |
||||||||
|
Management fees |
8.18 |
8.85 |
25.27 |
26.45 |
||||||||||||
|
Incentive fees |
7.05 |
- |
22.38 |
10.88 |
||||||||||||
|
Professional fees |
0.70 |
1.33 |
2.44 |
3.65 |
||||||||||||
|
Directors' fees |
0.21 |
0.21 |
0.62 |
0.62 |
||||||||||||
|
Other general and administrative expenses |
1.16 |
1.05 |
3.49 |
3.14 |
||||||||||||
|
Total Expenses |
$ |
45.38 |
$ |
40.74 |
$ |
137.00 |
$ |
130.76 |
||||||||
In the table above:
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments
The realized gains and losses on fully exited and partially exited portfolio companies consisted of the following:
|
For the Three Months Ended |
For the Nine Months Ended |
||||||||||||||||
|
September 30, |
September 30, |
September 30, |
September 30, |
||||||||||||||
|
($ in millions) |
|||||||||||||||||
|
Lobos Parent, Inc. (dba NeoGov) |
$ |
5.49 |
$ |
- |
$ |
5.49 |
$ |
- |
|||||||||
|
Other, net |
(0.07 |
) |
0.68 |
(1.18 |
) |
(4.98 |
) |
||||||||||
|
Kawa Solar Holdings Limited |
- |
- |
(4.57 |
) |
- |
||||||||||||
|
Conergy Asia & ME Pte. LTD. |
- |
- |
(6.36 |
) |
- |
||||||||||||
|
Animal Supply Intermediate, LLC |
- |
- |
(9.03 |
) |
- |
||||||||||||
|
Animal Supply Holdings, LLC |
- |
- |
(13.87 |
) |
- |
||||||||||||
|
Streamland Media Midco LLC(1) |
- |
- |
(20.70 |
) |
- |
||||||||||||
|
Khoros, LLC (fka Lithium Technologies, Inc.) |
- |
- |
(70.05 |
) |
- |
||||||||||||
|
Zodiac Intermediate, LLC (dba Zipari) |
- |
(41.23 |
) |
- |
(41.23 |
) |
|||||||||||
|
Pluralsight, Inc |
- |
(43.25 |
) |
- |
(43.25 |
) |
|||||||||||
|
Sweep Purchaser LLC |
- |
- |
- |
(17.49 |
) |
||||||||||||
|
Thrasio, LLC |
- |
- |
- |
(26.51 |
) |
||||||||||||
|
Net Realized Gain (Loss) on Investments |
$ |
5.42 |
$ |
(83.80 |
) |
$ |
(120.27 |
) |
$ |
(133.46 |
) |
||||||
For the three months ended September 30, 2025, net realized gains were primarily driven by the repayment of the preferred stock investment in Lobos Parent, Inc. (dba NeoGov).
For the nine months ended September 30, 2025, net realized losses were primarily driven by the restructuring of our first lien debt investments in Khoros, LLC (fka Lithium Technologies, Inc.) and Streamland Media Midco LLC as well as the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC. The above realized losses were partially offset by the repayment of the preferred stock investment in Lobos Parent, Inc. (dba NeoGov).
For the nine months ended September 30, 2024, net realized losses were primarily driven by the restructuring of the first lien debt investments in Pluralsight, Inc, the sale of Zodiac Intermediate, LLC (dba Zipari) to mPulse Mobile, Inc. (dba Zipari Inc.), the restructuring of the first lien debt investments in Thrasio, LLC and the restructuring of the first lien debt investments in Sweep Purchaser LLC.
Any changes in fair value are recorded as a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 "Significant Accounting Policies-Investments" in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments consisted of the following:
|
For the Three Months Ended |
For the Nine Months Ended |
|||||||||||||||
|
September 30, |
September 30, |
September 30, |
September 30, |
|||||||||||||
|
($ in millions) |
||||||||||||||||
|
Unrealized appreciation |
$ |
10.16 |
$ |
90.83 |
$ |
136.52 |
$ |
84.49 |
||||||||
|
Unrealized depreciation |
(37.44 |
) |
(34.77 |
) |
(56.89 |
) |
(121.01 |
) |
||||||||
|
Net Change in Unrealized Appreciation (Depreciation) on Investments |
$ |
(27.28 |
) |
$ |
56.06 |
$ |
79.63 |
$ |
(36.52 |
) |
||||||
The net change in unrealized appreciation (depreciation) on investments consisted of the following:
|
For the Three |
For the Nine |
|||||||
|
Portfolio Company: |
($ in millions) |
|||||||
|
Total Vision Holdings, LLC |
$ |
2.04 |
$ |
1.26 |
||||
|
Total Vision LLC |
1.89 |
1.46 |
||||||
|
Chase Industries, Inc. (dba Senneca Holdings) |
1.88 |
6.05 |
||||||
|
Doxim, Inc. |
1.06 |
2.55 |
||||||
|
Argos Health Holdings, Inc |
0.46 |
0.53 |
||||||
|
Khoros, LLC (fka Lithium Technologies, Inc.) |
(0.03 |
) |
62.70 |
|||||
|
Thrasio, LLC |
(0.09 |
) |
(3.16 |
) |
||||
|
MPI Products LLC |
(3.25 |
) |
(6.36 |
) |
||||
|
Streamland Media Midco LLC(1) |
(3.46 |
) |
13.12 |
|||||
|
Lobos Parent, Inc. (dba NEOGOV) |
(4.64 |
) |
(3.88 |
) |
||||
|
Streamland Media Holdings LLC |
(5.22 |
) |
(6.39 |
) |
||||
|
Pluralsight, Inc. |
(5.22 |
) |
(7.39 |
) |
||||
|
Other, net(2) |
(12.70 |
) |
(10.12 |
) |
||||
|
Animal Supply Holdings, LLC |
- |
13.87 |
||||||
|
Animal Supply Intermediate, LLC |
- |
9.03 |
||||||
|
Conergy Asia & ME Pte. LTD. |
- |
6.36 |
||||||
|
Net Change in Unrealized Appreciation (Depreciation) on Investments |
$ |
(27.28 |
) |
$ |
79.63 |
|||
Net change in unrealized appreciation (depreciation) in our investments for the three months ended September 30, 2025 was primarily driven by the increase in the unrealized depreciation on Pluralsight, Inc., Streamland Media Holdings LLC and Streamland Media Midco LLC due to financial underperformance, in addition to the reversal of unrealized appreciation resulted from the repayment of the preferred stock investment in Lobos Parent, Inc. (dba NEOGOV).
Net change in unrealized appreciation (depreciation) in our investments for the nine months ended September 30, 2025 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned restructuring of our first lien debt investments in Khoros, LLC (fka Lithium Technologies, Inc.), Streamland Media Midco LLC, as well as the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC, partially offset by the increase in the unrealized depreciation on Pluralsight, Inc. and Streamland Media Holdings LLC due to financial underperformance.
|
For the Three |
For the Nine |
|||||||
|
Portfolio Company: |
($ in millions) |
|||||||
|
Pluralsight, Inc. |
$ |
42.66 |
$ |
2.90 |
||||
|
Zodiac Intermediate, LLC (dba Zipari) |
39.39 |
21.50 |
||||||
|
Bigchange Group Limited |
1.39 |
1.18 |
||||||
|
Clearcourse Partnership Acquireco Finance Limited |
1.04 |
0.76 |
||||||
|
Chase Industries, Inc. (dba Senneca Holdings) |
0.88 |
1.00 |
||||||
|
Acuity Specialty Products, Inc. (dba Zep Inc.) |
0.53 |
2.52 |
||||||
|
Thrasio, LLC |
0.22 |
15.68 |
||||||
|
Wine.com, Inc. |
- |
(18.77 |
) |
|||||
|
Sweep Purchaser LLC |
(0.03 |
) |
12.67 |
|||||
|
Premier Imaging, LLC (dba Lucid Health) |
(2.26 |
) |
(9.46 |
) |
||||
|
SPay, Inc. (dba Stack Sports) |
(2.31 |
) |
(6.65 |
) |
||||
|
Volt Bidco, Inc. (dba Power Factors) |
(3.09 |
) |
(3.79 |
) |
||||
|
Picture Head Midco LLC |
(4.45 |
) |
(7.39 |
) |
||||
|
Other, net(1) |
(4.96 |
) |
9.34 |
|||||
|
Lithium Technologies, Inc. |
(5.14 |
) |
(47.59 |
) |
||||
|
Hollander Intermediate LLC (dba Bedding Acquisition, LLC) |
(7.81 |
) |
(10.42 |
) |
||||
|
Net Change in Unrealized Appreciation (Depreciation) on Investments |
$ |
56.06 |
$ |
(36.52 |
) |
|||
Net change in unrealized appreciation (depreciation) in our investments for the three months ended September 30, 2024 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned restructuring of the investments in Pluralsight, Inc. and the sale of Zodiac Intermediate, LLC (dba Zipari) to mPulse Mobile, Inc. (dba Zipari Inc.), partially offset by the financial underperformance of Hollander Intermediate LLC (dba Bedding Acquisition, LLC), Lithium Technologies, Inc. and Picture Head Midco LLC.
Net change in unrealized appreciation (depreciation) in our investments for the nine months ended September 30, 2024 was primarily driven by the financial underperformance of Lithium Technologies, Inc., Wine.com, Inc. and Hollander Intermediate LLC (dba Bedding Acquisition, LLC), partially offset by the reversal of unrealized depreciation in connection with the sale of Zodiac Intermediate, LLC (dba Zipari) to mPulse Mobile, Inc. (dba Zipari Inc.), in addition to the restructuring of investments in Thrasio, LLC and Sweep Purchaser LLC.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our existing credit facilities, as discussed below, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See "-Key Components of Operations-Leverage." As of September 30, 2025 and December 31, 2024, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 178% and 181%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.
We historically paid a distribution to our stockholders on a quarterly basis. On February 26, 2025, we announced that we have a distribution framework that provides a quarterly base distribution declared in the relevant quarter and a variable supplemental distribution declared in the following quarter, subject to satisfaction of certain measurement tests and the approval of our Board.
As a supplement to our financial results reported in accordance with GAAP, we have provided, as detailed below, a non-GAAP financial measure to our financial condition that adjusts the net asset value per share for the supplemental distribution per share. We believe that the adjustment to the net asset value per share for the supplemental distribution is meaningful because it aligns the supplemental distribution to its relevant quarter earnings. Although this non-GAAP financial measure is intended to enhance investors' understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP. The aforementioned non-GAAP financial measure may not be comparable to similar non-GAAP financial measures used by other companies.
|
September 30, 2025 |
December 31, 2024 |
|||||||
|
Net asset value per share |
$ |
12.75 |
$ |
13.41 |
||||
|
Less: Supplemental distribution per share |
0.04 |
- |
||||||
|
Adjusted net asset value per share |
$ |
12.71 |
$ |
13.41 |
||||
We may enter into investment commitments through signed commitment letters that may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM's proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.
At-the-market ("ATM") Offering
We may, from time to time, issue and sell shares of our common stock through public or ATM offerings. On November 15, 2023, we entered into an equity distribution agreement (the "2023 Equity Distribution Agreement") by and among us, GSAM and Truist Securities, Inc. ("Truist"). On and effective June 5, 2025, we terminated the 2023 Equity Distribution Agreement in accordance with its terms.
For further details, see Note 9 "Net Assets-At-the-market ("ATM") Offering" to our consolidated financial statements included in this report.
Common Stock Repurchase Plan
On August 8, 2024, our Board of Directors approved and authorized a 10b5-1 stock repurchase program which allows us to repurchase up to $75.00 million of shares of our common stock if our common stock trades below the most recently announced quarter-end NAV per share, subject to certain limitations. On June 13, 2025, we entered into a 10b5-1 stock repurchase plan (the "2025 10b5-1 Plan") with Georgeson Securities Corporation ("Georgeson") for repurchases of our common stock during the period from June 16, 2025 through June 13, 2026. Unless extended by the Board, the 2025 10b5-1 Plan will terminate 12 months from the date it was entered into.
For further details, see Note 9 "Net Assets-Common Stock Repurchase Plan" to our consolidated financial statements included in this report.
Dividend Reinvestment Plan
We have a voluntary dividend reinvestment plan (the "DRIP") that provides for automatic reinvestment of all cash distributions declared by our Board of Directors unless a stockholder elects to "opt out" of the plan. As a result, if our Board of Directors declares a cash distribution, then the stockholders who have not "opted out" of the DRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. Due to regulatory considerations, GS Group Inc. and GS & Co. have opted out of the DRIP.
For further details, see Note 9 "Net Assets-Distributions" to our consolidated financial statements included in this report.
All correspondence concerning the plan should be directed to the plan agent at Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078, with overnight correspondence being directed to the plan agent at Computershare Trust Company, N.A., 150 Royall St., Suite 101, Canton, MA 02021; by calling 855-807-2742; or through the plan agent's website at www.computershare.com/investor. Participants who hold their shares through a broker or other nominee should direct correspondence or questions concerning the DRIP to their broker or nominee.
Contractual Obligations
We have entered into certain contracts under which we have future commitments. Payments under the Investment Management Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of value of our average gross assets and (2) a two-part Incentive Fee. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our administrator such fees as may be agreed between us and our administrator that we determine are commercially reasonable in our sole discretion. Either party or the stockholders, by a vote of a majority of our outstanding voting securities, may terminate the Investment Management Agreement without penalty on at least 60 days' written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days' written notice to the other party. The following table shows our contractual obligations as of September 30, 2025:
|
Payments Due by Period (in millions) |
||||||||||||||||||||
|
Total |
Less Than |
1 - 3 Years |
3 - 5 Years |
More Than |
||||||||||||||||
|
2026 Notes |
$ |
500.00 |
$ |
500.00 |
$ |
- |
$ |
- |
$ |
- |
||||||||||
|
2027 Notes |
$ |
400.00 |
$ |
- |
$ |
400.00 |
$ |
- |
$ |
- |
||||||||||
|
2030 Notes |
$ |
400.00 |
$ |
- |
$ |
- |
$ |
400.00 |
$ |
- |
||||||||||
|
Revolving Credit Facility(1) |
$ |
553.01 |
$ |
- |
$ |
- |
$ |
553.01 |
$ |
- |
||||||||||
Revolving Credit Facility
On September 19, 2013, we entered into the Revolving Credit Facility with various lenders. Truist Bank serves as administrative agent and Bank of America, N.A. serves as syndication agent under the Revolving Credit Facility.
The aggregate committed borrowing amount under the Revolving Credit Facility is $1,695.00 million. The Revolving Credit Facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the borrowing capacity of the Revolving Credit Facility to up to $2,542.50 million. We amended and restated the Revolving Credit Facility on numerous occasions between October 3, 2014 and June 24, 2025.
Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at our election) of either (i) Term SOFR plus a margin of either (x) 2.00%, (y) 1.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 1.75% (subject to certain gross borrowing base conditions), in each case, plus an additional 0.10% credit adjustment spread, or (ii) an alternative base rate, which is the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (iii) the rate per annum equal to (x) the greater of (A) Term SOFR for an interest period of one (1) month and (B) zero plus (y) 1.00%, plus a margin of either (x) 1.00%, (y) 0.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or the applicable risk-free rate ("RFR rate") plus a margin of either 2.00%, 1.875% or 1.75% (subject to the conditions applicable to borrowings denominated in USD that bear interest based on the applicable term benchmark rate or the applicable RFR rate), plus, (i) in the case of borrowings denominated in GBP only, an additional 0.1193% credit adjustment spread, (ii) in the case of borrowings denominated in CHF only, an additional 0.0031%
and (iii) in the case of borrowings denominated in CAD only, an additional 0.29547% (one-month interest period) or an additional 0.32138% (three-month interest period) credit adjustment spread. Borrowings from certain lenders, which hold approximately 84% of total lending commitments (the "Extending Lenders"), bear interest at the applicable rates described above less 0.10%. With respect to borrowings denominated in USD, we may elect either Term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions. Interest is payable in arrears on the applicable interest payment date as specified therein. We pay a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility with respect to the Extending Lenders, will mature, and all accrued and unpaid interest will be due and payable, on June 24, 2030. Any amounts borrowed under the Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, with respect to certain remaining lenders, on May 5, 2027, and with respect to other remaining lenders, on October 18, 2028.
For further details, see Note 6 "Debt-Revolving Credit Facility" to our consolidated financial statements included in this report.
2025 Notes
On February 10, 2020, we closed an offering of $360.00million aggregate principal amount of 3.75% unsecured notes due 2025 (the "2025 Notes"). The 2025 Noteswere issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo Bank, National Association ("Wells Fargo")). The 2025 Notes bore interest at a rate of 3.75% per year, payable semi-annually in arrears on February 10 and August 10 of each year. The 2025 Notes matured and were fully repaid on February 10, 2025 in accordance with their terms, using proceeds from the Revolving Credit Facility. For further details, see Note 6 "Debt-2025 Notes" to our consolidated financial statements included in this report.
2026 Notes
On November 24, 2020, we closed an offering of $500.00million aggregate principal amount of 2.875% unsecured notes due 2026 (the "2026 Notes"). The 2026 Noteswere issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2026 Notes bear interest at a rate of 2.875% per year, payable semi-annually in arrears on January 15 and July 15 of each year. The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 "Debt-2026 Notes" to our consolidated financial statements included in this report.
2027 Notes
On March 11, 2024, we closed an offering of $400.00million aggregate principal amount of 6.375% unsecured notes due 2027 (the "2027 Notes"). The 2027 Noteswere issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2027 Notes bear interest at a rate of 6.375% per year, payable semi-annually, in arrears on March 11 and September 11 of each year, commencing on September 11, 2024. The 2027 Notes will mature on March 11, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture.
In connection with the 2027 Notes, we entered into an interest rate swap to more closely align the interest rates of our fixed rate liabilities with the investment portfolio, which predominately consists of floating rate loans. We designated this interest rate swap and the 2027 Notes in a qualifying fair value hedging relationship.
For further details, see Note 2 "Significant Accounting Policies-Derivatives", Note 6 "Debt-2027 Notes" and Note 7 "Derivatives" to our consolidated financial statements included in this report.
2030 Notes
On September 9, 2025, we closed an offering of $400.00million aggregate principal amount of 5.650% unsecured notes due 2030 (the "2030 Notes"). The 2030 Noteswere issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2030 Notes bear interest at a rate of 5.650% per year, payable semi-annually, in arrears on March 9 and September 9 of each year, commencing on March 9, 2026. The 2030 Notes will mature on September 9, 2030 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture.
In connection with the 2030 Notes, we entered into an interest rate swap to more closely align the interest rates of our fixed rate liabilities with the investment portfolio, which predominately consists of floating rate loans. We designated this interest rate swap and the 2030 Notes in a qualifying fair value hedging relationship.
For further details, see Note 2 "Significant Accounting Policies-Derivatives", Note 6 "Debt-2030 Notes" and Note 7 "Derivatives" to our consolidated financial statements included in this report.
Off-Balance Sheet Arrangements
We may become a party to investment commitments and 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 in the balance sheet. We may commit to fund an investment whereby one of the Accounts has committed to issue standby letters of credit (each Account acting in such capacity, an "LC Issuer"). In the event a letter of credit is funded, the LC Issuer will be obligated under the relevant credit agreement to fund a portion of the letter of credit on behalf of us. We would be obligated to reimburse the LC Issuer as set forth in the relevant credit agreement. As of September 30, 2025, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:
|
As of |
||||||||
|
September 30, |
December 31, |
|||||||
|
(in millions) |
||||||||
|
Unfunded Commitments |
||||||||
|
First Lien/Senior Secured Debt |
$ |
617.55 |
$ |
479.24 |
||||
|
First Lien/Last-Out Unitranche |
17.91 |
12.96 |
||||||
|
Second Lien/Senior Secured Debt |
0.77 |
0.77 |
||||||
|
Total |
$ |
636.23 |
$ |
492.97 |
||||
HEDGING
Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission ("CFTC") regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimed relief from CFTC registration and regulation as a commodity pool operator pursuant to CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.
Rule 18f-4 under the Investment Company Act includes limitations on the ability of a BDC (or a RIC) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions). Under the rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These requirements apply unless the BDC qualifies as a "limited derivatives user," as defined in Rule 18f-4. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a "limited derivatives user" and these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires 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 materially.
For a description of our critical accounting policies, see Note 2 "Significant Accounting Policies" to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Non-Accrual Investments, Distributions, and Income Taxes. We consider the most significant critical estimate to be the fair value measurement of investments. The critical accounting policies and estimate should be read in connection with our risk factors listed under "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2024.
Fair Value Measurement of Investments
Consistent with GAAP and the Investment Company Act, we conduct a valuation of our investments, pursuant to which our NAV is determined. Our investments are valued on a quarterly basis, or more frequently if required under the Investment Company Act. The determination of fair value involves subjective judgments and estimates. The majority of investments are not quoted or traded in an active market and as such their fair values are determined using valuation techniques, primarily discounted cash flows, market multiples, and recent comparable transactions. The most significant inputs in applying the discounted cash flow approach and the market multiples approach are the selected discount rates and multiples, respectively. The selection of these inputs is based on a combination of factors that are specific to the underlying portfolio companies such as financial performance and certain factors that are observable in the market such as current interest rates and comparable public company trading multiples. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of these valuations and any change in these valuations on the consolidated financial statements. For further details of our investments and fair value measurement accounting policy, see Note 2 "Significant Accounting Policies-Investments" and Note 5 "Fair Value Measurement."
RECENT DEVELOPMENTS
On November 5, 2025, our Board of Directors declared a quarterly base distribution of $0.32 per share payable on or about January 27, 2026 to holders of record as of December 31, 2025. In addition, our Board declared a quarterly supplemental distribution of $0.04 per share payable on or about December 15, 2025 to holders of record as of November 28, 2025.