v3.25.4
Debt
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Debt

6. DEBT

In accordance with the Investment Company Act, with certain exceptions, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 200% after such borrowing (or 150% if certain requirements are met). The JPM Revolving Credit Facility was fully repaid on May 8, 2024 and was terminated effective May 31, 2024. As of December 31, 2025, $148,432 in principal amount was outstanding under the JPM Term Loan Facility. As of December 31, 2025 and December 31, 2024, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 315% and 219%.

The Company’s outstanding debt was as follows:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

Aggregate
Borrowing
Amount
Committed

 

 

Amount
Available

 

 

Carrying
Value

 

 

Aggregate
Borrowing
Amount
Committed

 

 

Amount
Available

 

 

Carrying
Value

 

JPM Term Loan Facility

 

$

170,300

 

 

$

21,868

 

 

$

148,432

 

 

$

293,132

 

 

$

 

 

$

293,132

 

 

The weighted average interest rates of the aggregate borrowings outstanding for the years ended December 31, 2025 and 2024 were 6.76% and 7.53%. The weighted average debt of the aggregate borrowings outstanding for the years ended December 31, 2025 and 2024 were $211,962 and $25,502.

JPM Revolving Credit Facility

On November 21, 2017, SPV entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, collateral administrator, bank and securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company also acts as the Company’s transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on numerous occasions between August 17, 2018 and May 10, 2023. Effective May 31, 2024, the JPM Revolving Credit Facility was terminated and SPV was released from its obligations to the lenders.

Borrowings under the JPM Revolving Credit Facility bore interest (at SPV's election) at a per annum rate equal to either (x) the three-month Term SOFR (or other listed offered rate, depending upon the currency of borrowing) in effect and (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%; and, with respect to advances denominated in a currency other than USD, the annual rate of interest announced by JPM as being the reference rate then in effect for determining interest rates on commercial loans made in the applicable jurisdiction of such currency, in all cases, plus the applicable margin. The applicable margin was 3.50% per annum. SPV initially paid a commitment fee of 1.00% per annum (or 0.50% per annum during the first nine months from the date the JPM Revolving Credit Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM Revolving Credit Facility.

The JPM Revolving Credit Facility was a multicurrency facility. All amounts outstanding under the JPM Revolving Credit Facility were fully repaid on May 8, 2024 and the JPM Revolving Credit Facility was terminated effective May 31, 2024.

SPV’s obligations to the lenders under the JPM Revolving Credit Facility were secured by a first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility were non-recourse to the Company, and the Company’s exposure under the JPM Revolving Credit Facility was limited to the value of the Company’s investment in SPV.

In connection with the JPM Revolving Credit Facility, SPV made certain customary representations and warranties and was required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contained customary events of default for similar financing transactions, including if a change of control of SPV occurred or if the Company was no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may have declared the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.

Costs of $8,557 were incurred in connection with obtaining and amending the JPM Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Financial Condition, and amortized over the life of the JPM Revolving Credit Facility using the straight-line method.

The table below presents summary information regarding the JPM Revolving Credit Facility:

 

 

 

For the Years Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Borrowing interest expense

 

$

 

 

$

1,074

 

 

$

8,846

 

Facility fees

 

 

 

 

 

15

 

 

 

79

 

Amortization of financing costs

 

 

 

 

 

619

 

 

 

923

 

Total

 

$

 

 

$

1,708

 

 

$

9,848

 

 Weighted average interest rate

 

 

%

 

 

7.96

%

 

 

8.10

%

Average outstanding balance

 

$

 

 

$

13,488

 

 

$

109,240

 

 

JPM Term Loan Facility

 

On December 17, 2024, the Company became party to and assumed all of the Buyer’s obligations under the JPM Term Loan Facility, as amended by Amendment No. 1 and Joinder to the Loan and Security Agreement, dated as of December 17, 2024 (the “JPM Term Loan Facility Amendment”), including borrowings of approximately $293,132 outstanding as of December 17, 2024 (after giving effect to the Merger Advance, as defined below). The JPM Term Loan Facility Amendment, among other things, (i) joined the Company, as the parent and portfolio manager (and released the Buyer as the parent and portfolio manager), (ii) replaced Pantheon Silver LLC with SPV II as borrower, and (iii) joined State Street Bank and Trust Company, as collateral agent, securities intermediary and collateral administrator.

In connection with the Merger, the lenders extended an aggregate principal amount of approximately $76,605 to finance a portion of the consideration payable to the Company’s members in the Merger (the “Merger Advance”).

On June 9, 2025 (the “Second Amendment Date”), SPV II entered into a second amendment to the JPM Term Loan Facility (“Amendment No. 2”). Amendment No. 2, among other things, provided an increase in the aggregate facility commitments to $290,000, provided a reinvestment period during which SPV II may make and prepay borrowings under the facility, in an amount not to exceed the difference of the aggregate facility commitments and the principal amount of advances drawn and unpaid as of the Second Amendment Date, to fund its obligations with respect to unfunded commitments under specified portfolio investments and added a commitment fee accruing at 0.50% per annum on the average daily unused amount of the facility commitments. Advances under the JPM Term Loan Facility are made in U.S. dollars. The interest charged on the JPM Term Loan Facility is based on 3-month Term SOFR (or, if Term SOFR is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 0.50%), as applicable), plus an applicable margin of 2.40%. Any amounts outstanding under the JPM Term Loan Facility must be repaid by October 25, 2027.

SPV II’s obligations to the lenders under the JPM Term Loan Facility are secured by a first priority security interest in all of SPV II’s portfolio of investments and cash. The obligations of SPV II under the JPM Term Loan Facility are non-recourse to the Company, and its exposure under the JPM Term Loan Facility is limited to the value of its investment in SPV II, subject to certain indemnification obligations.

The JPM Term Loan Facility also includes customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Term Loan Facility contains customary events of default for similar financing transactions, including if a change of control of SPV II occurs or if the Company were no longer the portfolio manager of SPV II. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Term Loan Facility immediately due and payable. As of December 31, 2025, the Company and SPV II were in compliance with these covenants.

Costs of $1,006 were incurred in connection with obtaining and amending the JPM Term Loan Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Financial Condition, and amortized over the life of the JPM Term Loan Facility using the straight-line method. As of December 31, 2025, outstanding deferred financing costs were $649.

The table below presents summary information regarding the JPM Term Loan Facility:

 

 

 

For the Years Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Borrowing interest expense

 

$

14,325

 

 

$

846

 

 

$

 

Facility fees

 

 

160

 

 

 

 

 

 

 

Amortization of financing costs

 

 

494

 

 

 

12

 

 

 

 

Total

 

$

14,979

 

 

$

858

 

 

$

 

 Weighted average interest rate

 

 

6.76

%

 

 

7.04

%

 

 

 

Average outstanding balance

 

$

211,962

 

 

$

12,014

 

 

$