v3.25.1
Borrowings
3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Borrowings

6. BORROWINGS

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of March 31, 2025 and March 31, 2024, the Company’s asset coverage ratio was 190.3% and 287.6%, respectively.

The Company’s outstanding debt obligations as of March 31, 2025 were as follows (amounts in thousands):

 

 

Aggregated
Principal
Committed

 

 

Outstanding
Principal

 

 

Carrying
Value

 

 

Unused
Portion
(1)

 

 

Maturity Date

Asset-Based Facility

 

$

500,000

 

 

$

357,580

 

 

$

357,580

 

 

$

142,420

 

 

10/18/2028

Subscription Facility

 

 

250,000

 

 

 

162,050

 

 

 

162,050

 

 

 

87,950

 

 

2/6/2026

Total

 

$

750,000

 

 

$

519,630

 

 

$

519,630

 

 

$

230,370

 

 

 

 

The Company’s outstanding debt obligations as of December 31, 2024 were as follows (amounts in thousands):

 

 

Aggregated
Principal
Committed

 

 

Outstanding
Principal

 

 

Carrying
Value

 

 

Unused
Portion
(1)

 

 

Maturity Date

Asset-Based Facility

 

$

500,000

 

 

$

328,390

 

 

$

328,390

 

 

$

171,610

 

 

10/18/2028

Total

 

$

500,000

 

 

$

328,390

 

 

$

328,390

 

 

$

171,610

 

 

 

 

(1)
The unused portion is the amount upon which commitment fees are based, if any.

 

 

 

For the
Three Months Ended March 31,
2025

 

 

For the
Three Months Ended March 31,
2024

 

Stated interest expense

 

$

7,703

 

 

$

521

 

Unused/undrawn fees

 

 

328

 

 

 

241

 

Amortization of deferred financing costs

 

 

484

 

 

 

214

 

Total interest expense

 

$

8,515

 

 

$

976

 

Average borrowings

 

$

453,906

 

 

$

25,508

 

Weighted average interest rate (1)

 

 

7.18

%

 

 

11.98

%

Amortization of deferred financing costs

 

 

0.43

%

 

 

3.36

%

Total borrowing costs

 

 

7.61

%

 

 

15.34

%

 

(1)
Calculated as the sum of stated interest expense and unused/undrawn fees divided by the average borrowings during the period. This number represents an annualized amount.

 

Asset-Based Facility

On October 18, 2023, the Company entered into, through the Financing SPV, a Loan and Security Agreement by and among the Company, the Financing SPV, JPMorgan Chase Bank, National Association, as lender and administrative agent for the lender parties providing for a senior secured revolving credit facility to the Financing SPV initially of $200 million (as amended from time to time, the “Asset-Based Facility”). The Asset-Based Facility size is increasable to up to $800 million subject to the satisfaction of various conditions, including availability under the borrowing base, which is based on loan collateral including the Financing SPV’s portfolio investments. 26North Direct Lending LP serves as the portfolio manager under the Asset-Based Facility (in such capacity, the “Facility Portfolio Manager”). U.S. Bank Trust Company National Association serves as collateral agent and U.S. Bank National Association serves as securities intermediary. Proceeds from borrowings under the Asset-Based Facility are to be used to facilitate investments and for the timely payment of the Financing SPV’s expenses, and to make certain permitted distributions to the Company.

The Asset-Based Facility is a revolving credit facility with a revolving period ending October 18, 2026 (or upon the occurrence of certain events as specified therein) and has a scheduled maturity date of October 18, 2028. Advances under the Asset-Based Facility are available in U.S. dollars and other permitted currencies. As of March 31, 2025, the interest charged on the Asset-Based Facility was based on SOFR, SONIA, SARON, EURIBOR or CORRA, as applicable (or, if SOFR is not available, a benchmark replacement or a “base rate” (which is the greater of the prime rate and the federal funds rate plus 0.50%), as applicable), plus a margin of 2.30%. Under the Asset-Based Facility, the Financing SPV pays an undrawn fee of 0.75% per annum on the average daily unused amount of the financing commitments until the end of the revolving period, subject to minimum utilization requirements.

The obligations of the Financing SPV to the lenders under the Asset-Based Facility are secured by a first priority security interest in all of the Financing SPV’s portfolio investments and other assets.

In connection with the Asset-Based Facility, the Financing SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Asset-Based Facility contains customary events of default for similar financing transactions, including if a change of control of the Financing SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the Asset-Based Facility may declare the outstanding advances and all other obligations under the Asset-Based Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the Financing SPV obtain the consent of the lenders under the applicable Asset-Based Facility prior to entering into any sale or disposition with respect to portfolio investments.

Prior to Amendment No. 4 to the Asset-Based Facility, entered into by the Company, through the Financing SPV, on February 7, 2025, the interest charged on the Asset-Based Facility was based on SOFR, SONIA, SARON, EURIBOR or CORRA, as applicable (or, if SOFR is not available, a benchmark replacement or a “base rate” (which is the greater of the prime rate and the federal funds rate plus 0.50%), as applicable), plus a margin of (1) 2.65% prior to the earlier of (x) the first day on which the Company had drawn more than one-third of its Capital Commitments and (y) April 18, 2025 and (2) 2.75% thereafter. Prior to Amendment No. 4, under the Asset-Based Facility, the Financing SPV paid an undrawn fee of (i) during the first nine months of the Asset-Based Facility, 0.50% per annum and (ii) thereafter, 0.75% per annum, in each case, on the average daily unused amount of the financing commitments until the end of the revolving period, subject to minimum utilization requirements. Prior to Amendment No. 4, the obligations of the

Financing SPV to the lenders under the Asset-Based Facility were secured by a first priority security interest in the unfunded Capital Commitments to the Company and the related proceeds and all of the Financing SPV’s portfolio investments and other assets.

As of March 31, 2025, to the Company’s knowledge, each of the Company, the Financing SPV and the Facility Portfolio Manager was in compliance with all covenants and other requirements applicable to it under the Asset-Based Facility.

Subscription Facility

 

On February 7, 2025, the Company entered into a Loan and Security Agreement, by and among the Company, as borrower, 26North Direct Lending LP, as portfolio manager, the lenders Party thereto, and JPMorgan Chase Bank, National Association, as administrative agent (as amended from time to time, the “Subscription Facility”), providing for a senior secured revolving credit facility to the Company of $250 million. The size of the Subscription Facility may be increased to up to $750 million subject to the satisfaction of various conditions, including availability under the borrowing base, which is based on unfunded Capital Commitments of the investors in the Company. 26North Direct Lending LP serves as the portfolio manager under the Subscription Facility. Proceeds from borrowings under the Subscription Facility are to be used to, among other things, facilitate investments and for the timely payment of the Company’s expenses.

The Subscription Facility is a revolving credit facility with a scheduled maturity date of February 6, 2026 (or upon the occurrence of certain events as specified therein). Advances under the Subscription Facility are available in U.S. dollars and other permitted currencies. The interest charged on borrowings under the Subscription Facility is based on SOFR, SONIA, SARON, EURIBOR or CORRA, as applicable (or, if SOFR is not available, a benchmark replacement or a “base rate” (which is the greater of the prime rate and the federal funds rate plus 0.50%), as applicable), plus a margin of 2.30% per annum. Under the Subscription Facility, the Company will pay an undrawn fee of 0.50% per annum on the average daily unused amount of the financing commitments; provided that at any time the aggregate outstanding amount of Advances under the Subscription Facility is greater than or equal to the Minimum Funding Amount, the Company will pay an undrawn fee of 0.30% per annum on the average daily unused amount of the financing commitments.

The obligations of the Company to the lenders under the Subscription Facility are secured by a first priority security interest in the unfunded Capital Commitments to the Company.

In connection with the Subscription Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Subscription Facility contains customary events of default for similar financing transactions, including if a change of control of the Company occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the Subscription Facility may declare the outstanding advances and all other obligations under the Subscription Facility immediately due and payable. Borrowings under the Subscription Facility are subject to various covenants under the related agreements as well as the leverage restrictions contained in the 1940 Act.

As of March 31, 2025, to the Company’s knowledge, the Company was in compliance with all covenants and other requirements applicable to it under the Subscription Facility.