v3.25.4
Loans Receivable, Net
12 Months Ended
Dec. 31, 2025
Receivables [Abstract]  
Loans Receivable, Net Loans Receivable, Net
Term Facility and Delayed-Draw Term Facility
On November 18, 2025, the Company entered into a loan agreement with W3C Corp., pursuant to which the Company
agreed to provide up to $70.0 million of secured financing, consisting of (i) a term loan facility with aggregate
commitments of up to $60.0 million (the “Term Facility”) and (ii) a delayed-draw term loan facility with aggregate
commitments of up to $10.0 million (the “Delayed-Draw Term Facility” and collectively with the Term Facility, the
“Facilities”). The Facilities are secured by substantially all of the assets of W3C Corp. and certain of its subsidiaries,
subject to customary exceptions. As of December 31, 2025, no amounts were outstanding under the Delayed-Draw Term
Facility.
Borrowings under the Term Facility bear interest at a rate of 12.0% per annum, compounded monthly, while borrowings
under the Delayed-Draw Term Facility bear interest at a rate of 6.0% per annum, compounded quarterly. In each case,
accrued interest is capitalized and added to the outstanding principal balance. The loan agreement also provides for a one-
time upfront fee equal to 2.0% of the Term Facility and an exit fee of up to $7.2 million, which is reduced by the aggregate
amount of upfront fees paid and capitalized interest at the time of repayment.
Accordingly, interest income associated with the Facilities reflects both contractual interest accrued on outstanding
borrowings and the amortization of upfront and exit fees, which are accounted for as adjustments to loan yield. For the year
ended December 31, 2025, the Company recognized interest income related to the Facilities of $2.1 million. Based on the
Company’s current expectation that amounts outstanding under the Term Facility will be repaid in connection with the
consummation of the acquisition, the effective interest rate on the Term Facility is higher than the stated contractual rate
due to the amortization of upfront and exit fees, while the effective interest rate on the Delayed-Draw Term Facility
approximates its stated contractual rate.
The Facilities mature on the earlier of (i) consummation of the acquisition and (ii) the date falling twelve months after the
initial borrowing under the term loan facility, subject to extensions in certain circumstances as provided in the loan
agreement.
Covenants
The Facilities contain customary affirmative and negative covenants, including limitations on additional indebtedness,
liens, asset sales, acquisitions and distributions, as well as a minimum liquidity covenant. The Facilities also include
customary events of default, including non-payment, breach of covenants and insolvency events, which could result in the
acceleration of amounts outstanding. As of December 31, 2025, the Company was in compliance with all applicable
covenants.
Credit Risk and Allowance for Credit Losses
As of December 31, 2025, the Company concluded that no allowance for credit losses was required based on the secured
nature of the receivables, the short-term expected duration of the arrangements, and the Company’s assessment of the
creditworthiness of the counterparty.
Seller Promissory Note
On November 18, 2025, the Company entered into a secured promissory note with the seller of W3C Corp., a related party
(the “Seller Note”), pursuant to which the Company extended a loan in the principal amount of $10.0 million. The Seller
Note bears interest at a rate of 6.0% per annum, compounded quarterly, with accrued interest capitalized and added to the
outstanding principal balance. The Seller Note is secured by a pledge of the seller’s equity interests in W3C Corp.
All outstanding principal and accrued interest under the Seller Note are due and payable upon the earlier of the
consummation of the acquisition or the occurrence of specified termination events. Upon consummation of the acquisition,
the outstanding principal and accrued interest are expected to be settled through a non-cash offset against the purchase
consideration otherwise payable to the seller.
Interest income associated with the Seller Note is recognized in interest income. For the year ended December 31, 2025,
the Company recognized $0.1 million of interest income related to the Seller Note. Based on the short-term expected
duration of the arrangement, the secured nature of the Seller Note, and the anticipated settlement through offset at closing,
the Company determined that no allowance for credit losses was required as of December 31, 2025.