v3.25.2
Merger with FBLC
6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Merger with FBLC Merger with FBLC
On January 24, 2024, the Company completed its previously announced acquisition of FBLC. Pursuant to the Merger Agreement, Merger Sub was first merged with and into FBLC, with FBLC continuing as the surviving company, and, immediately following the Merger, FBLC was then merged with and into the Company, with the Company continuing as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time, each outstanding share of FBLC's common stock was converted into the right to receive 0.4647 shares of the Company's common stock. As a result of the Mergers, the Company issued an aggregate of 110.0 million shares of its common stock to FBLC stockholders.

    The Merger was accounted for as an asset acquisition of FBLC by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805, Business Combinations, with the fair value of total consideration paid, including transaction costs, in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition was allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill. As a result, the purchase price premium was allocated to the cost basis of the FBLC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the effective time of the Merger. The Company will be the accounting survivor of the Mergers. The purchase premium allocated to the debt investments acquired will amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized depreciation on such investment acquired through its ultimate disposition. The purchase premium 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, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired. The Merger constitutes an integrated plan of the type contemplated in Internal Revenue Service Revenue Ruling 2001-46 and will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. The Company has carried forward the historical cost basis of FBLC investments for tax purposes. As a result of the Merger, the Company is subject to an annual limit on its use of some of its unrealized capital losses to offset capital gains in future periods. If those losses are realized and the limitation prevents the Company from using any of those losses in a future period, those capital losses will be available to offset capital gains in subsequent periods. Additionally, net operating losses of one of the Company’s domestic subsidiaries is subject to an annual limitation. Losses subject to limitation will be available in subsequent periods.

The following table summarizes the allocation of consideration paid to the assets acquired and liabilities assumed as a result of the Mergers:
Common Stock issued by the Company$1,594,261 
Transaction costs4,623 
Consideration Paid$1,598,884 
Investments$2,814,321 
Cash and cash equivalents58,478 
Other Assets48,585 
Total Assets Acquired $2,921,384 
Debt$1,286,190 
Other Liabilities40,933 
Total liabilities acquired$1,327,123 
Total net assets acquired$1,594,261