v3.26.1
Borrowings
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Borrowings

4. Borrowings

The Company's outstanding debt as of December 31, 2025 and 2024 was as follows:

 

 

 

 

 

Interest Rate
as of

 

Interest Rate
as of

 

 

 

 

 

 

 

 

Maturity Date

 

December 31, 2025

 

December 31, 2024

 

December 31, 2025

 

 

December 31, 2024

 

Lines of Credit:

 

 

 

 

 

 

 

 

 

 

 

 

 MassMutual SPV I Facility

 

March 31, 2033

 

7.00%

 

7.66%

 

$

187,500

 

 

$

204,500

 

 BMO SPV II Credit Facility

 

May 1, 2030

 

6.19%

 

6.84%

 

 

61,670

 

 

 

97,671

 

 Wells Fargo SPV III Credit Facility

 

February 27, 2030

 

5.81%

 

6.56%

 

 

487,500

 

 

 

360,000

 

 JPM SPV V Credit Facility

 

July 25, 2030

 

5.65%

 

N/A

 

 

50,000

 

 

 

 

 (Less: Unamortized debt issuance costs)

 

 

 

 

 

 

 

 

(12,022

)

 

 

(7,466

)

 Total Lines of Credit

 

 

 

 

 

 

 

$

774,648

 

 

$

654,705

 

 Debt Securitizations:

 

 

 

 

 

 

 

 

 

 

 

 

 Class A 2024 Notes

 

January 15, 2037

 

5.60%

 

N/A

 

$

174,000

 

 

$

 

 Class A 2025 Notes

 

August 20, 2037

 

5.58%

 

N/A

 

 

174,000

 

 

 

 

 (Less: Unamortized debt issuance costs)

 

 

 

 

 

 

 

 

(3,112

)

 

 

 

 Total Debt Securitizations

 

 

 

 

 

 

 

$

344,888

 

 

$

 

Unsecured Notes:

 

 

 

 

 

 

 

 

 

 

 

 

Tranche A Notes due 2028 (1)

 

December 17, 2028

 

5.94%

 

N/A

 

$

74,962

 

 

$

 

Tranche B Notes due 2029 (1) (2)

 

March 17, 2029

 

5.94%

 

N/A

 

 

(56

)

 

 

 

Tranche C Notes due 2030 (1)

 

December 17, 2030

 

6.32%

 

N/A

 

 

74,905

 

 

 

 

Tranche D Notes due 2031 (1) (2)

 

March 17, 2031

 

6.32%

 

N/A

 

 

(111

)

 

 

 

 (Less: Unamortized debt issuance costs)

 

 

 

 

 

 

 

 

(1,751

)

 

 

 

 Total Unsecured Notes

 

 

 

 

 

 

 

$

147,949

 

 

$

 

(1) Inclusive of change in fair market value of effective hedge.

(2) As of December 31, 2025, there was no outstanding debt.

As of December 31, 2025 and December 31, 2024, the fair value of the Company's borrowings outstanding under its lines of credit approximates their carrying values, and are based on a market yield method using market interest rates, which are level 3 inputs to the yield method.

As of December 31, 2025, the fair value of the Company's Class A 2024 Notes and Class A 2025 Notes outstanding are $174,261 and $174,082, respectively, and are based on market quotations, which are level 2 inputs.

As of December 31, 2025, the fair value of the Company's Tranche A and Tranche C Unsecured Notes outstanding are $74,991 and $74,858, respectively, and are based on a market yield method, using market interest rates, which are level 3 inputs to the yield method.

MassMutual SPV I Facility

On April 3, 2023, in connection with the acquisition of the Initial Portfolio, the Company, through SPV Facility I as borrower, entered into a Loan and Security Agreement (as amended from time to time, the “MassMutual SPV I Facility”) with Massachusetts Mutual Life Insurance Company (“MassMutual”), as the administrative agent and facility servicer, and the lenders party thereto from time to time.

Under the MassMutual SPV I Facility, the lenders made initial commitments of $200,000. On September 26, 2023, SPV Facility I and MassMutual amended the MassMutual SPV I Facility (the “MassMutual First Amendment”). The MassMutual First Amendment, among other things, increased the aggregate commitments by the lenders to $250,000. Borrowings under the MassMutual SPV I Facility will generally bear interest at a rate per annum equal to 3-Month Term SOFR plus a margin of 3.25%, with a 1.0% floor on Term SOFR. The MassMutual SPV I Facility is secured by a first priority security interest in substantially all of the assets of SPV Facility I and a pledge over 100% of the Company’s equity interest in SPV Facility I. The MassMutual SPV I Facility requires payment of (a) a

non-use fee during the 18-month availability period of 0.40% on the difference between the average daily outstanding balance under the facility relative to the maximum amount of commitments at such time, and (b) after the 18-month availability period until the stated maturity date, a utilization fee equal to the positive difference, if any, in respect of any period between (i) the amount of interest that would have accrued under the MassMutual SPV I Facility if the principal outstanding thereunder were equal to 75% of the maximum commitment amount in that period, and (ii) the amount of interest that actually accrued under the MassMutual SPV I Facility for such period on the loans advanced thereunder. The Advisor paid, on the Company’s behalf, a customary upfront 1.25% commitment fee in connection with the MassMutual SPV I Facility, which amount was subject to reimbursement by the Company under the Amended Expense Limitation Agreement.

The MassMutual SPV I Facility matures on March 31, 2033, unless sooner terminated in accordance with its terms and has a reinvestment period that ends on April 3, 2026 (after which no additional borrowings may be drawn).

BMO SPV II Credit Facility

On May 1, 2023, the Company, through SPV Facility II as borrower, entered into a Loan and Security Agreement (the “BMO Loan and Security Agreement”) with Bank of Montreal, a (“BMO”), as the administrative agent, as collateral agent, and as a lender, and the other lenders party thereto from time to time, to provide SPV Facility II with a revolving credit facility (the “BMO SPV II Credit Facility”). BMO had made an initial commitment of $81,250 under the BMO SPV II Credit Facility, with an accordion provision to permit increases to the total facility amount up to $100,000, subject to satisfaction of certain conditions. On July 3, 2023, SPV Facility II and BMO entered into an amendment (the “BMO First Amendment”) to the BMO Loan and Security Agreement. The BMO First Amendment provides for, among other things, (1) a funded amount from the lenders of $100,750 as of the amendment effective date and (2) an increase in the maximum total commitments of the lenders under the accordion provision in the BMO Loan and Security Agreement to $125,000. On March 21, 2024, SPV Facility II and BMO entered into an amendment (the “BMO Second Amendment”) to the BMO Loan and Security Agreement. The BMO Second Amendment provides, among other things, a funded amount from the lenders of $109,500 as of the amendment effective date. On June 23, 2025, SPV Facility II and BMO entered into an amendment (the “BMO Third Amendment”) to the BMO Loan and Security Agreement. The BMO Third Amendment, among other things, increased the aggregate commitments by the lenders under the BMO SPV II Credit Facility to $162,500 as of the amendment effective date and extended the commitment termination date under the BMO SPV II Credit Facility to June 30, 2027. Prior to the effective date of the BMO Third Amendment, borrowings under the BMO SPV II Credit Facility generally bore interest at a rate per annum equal to 3-Month Term SOFR plus a margin of 2.50% (subject to credit spread adjustments based on the weighted average spread of certain loan assets). The BMO Third Amendment reduced the applicable margin on borrowings under the BMO SPV II Credit Facility, such that borrowings under the BMO SPV II Credit Facility will generally bear interest at a rate per annum equal to 3-Month Term SOFR plus a margin of 2.35% (subject to credit spread adjustments based on the weighted average spread of certain loan assets). The BMO SPV II Credit Facility is secured by a first priority security interest in substantially all of the assets of SPV Facility II and a pledge over 100% of the Company’s equity interest in SPV Facility II.

The BMO SPV II Credit Facility matures on May 1, 2030, unless sooner terminated in accordance with its terms.

Wells Fargo SPV III Credit Facility

On December 1, 2023, the Company, through SPV Facility III as borrower, entered into a Loan and Security Agreement (the “Wells Fargo Loan and Security Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as the administrative agent, UMB Bank, National Association, as the collateral agent, and the lenders party thereto from time to time, to provide SPV Facility III with a revolving credit facility (the “Wells Fargo SPV III Credit Facility”). The lenders initially made aggregate commitments of $250,000 under the Wells Fargo SPV III Credit Facility.

On October 31, 2024, the Company and Wells Fargo amended the Wells Fargo SPV III Credit Facility (the “Wells Fargo First Amendment”). The Wells Fargo First Amendment, among other things, increased the aggregate commitments by the lenders to $400,000 and decreased the applicable margin on borrowings from 2.65% to 2.25%. On February 27, 2025, the Company amended the Wells Fargo SPV III Credit Facility (the “Wells Fargo Second Amendment”). The Wells Fargo Second Amendment, among other things, (1) increased the aggregate commitments by the lenders under the Wells Fargo SPV III Credit Facility to $650,000, with an accordion feature providing SPV Facility III the right to request increases in commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments up to an aggregate maximum of $900,000, and (2) decreased the applicable margin on borrowings to 2.15% under the Wells Fargo SPV III Credit Facility. On May 14, 2025, the Company further
amended the Wells Fargo SPV III Credit Facility (the “Wells Fargo Third Amendment”), which, among other things, increased the aggregate commitments by the lenders under the Wells Fargo SPV III Credit Facility to $
750,000. On September 29, 2025 the Company further amended the Wells Fargo SPV III Credit Facility (the “Wells Fargo Fourth Amendment”), which, among other things, permitted SPV Facility III, to enter into a master participation agreement with another wholly owned subsidiary of the Company.

Borrowings under the Wells Fargo SPV III Credit Facility will generally bear interest at a rate per annum equal to Daily Simple SOFR plus a margin of 2.15%, with a 0.0% floor on Daily Simple SOFR. Amounts available for borrowing under the Wells Fargo SPV III Credit Facility are subject to a borrowing base that applies different advance rates to different types of assets held by SPV Facility III and are subject to limitations with respect to the loans securing the Wells Fargo SPV III Credit Facility, which may affect the borrowing base and therefore amounts available to borrow under the Wells Fargo SPV III Credit Facility. The Wells Fargo SPV III Credit Facility is secured by a first priority security interest in substantially all of the assets of SPV Facility III.

The Wells Fargo Loan and Security Agreement requires payment of a non-use fee equal to, (i) during the six-month period following the date of the Wells Fargo Third Amendment, 0.50% on the difference between the daily outstanding balance under the Wells Fargo SPV III Credit Facility relative to the maximum amount of available commitments at such time up to 65% of the maximum amount of available commitments, plus 2.00% on any such amount in excess of 65% of the maximum amount of available commitments, and (ii) after the initial six-month period following the date of the Wells Fargo Third Amendment, 0.50% on the difference between the daily outstanding balance under the Wells Fargo SPV III Credit Facility relative to the maximum amount of available commitments at such time up to 35% of the maximum amount of available commitments, plus 2.00% on any such amount in excess of 35% of the maximum amount of available commitments.

The reinvestment period end date (after which no borrowings may be drawn under the Wells Fargo SPV III Credit Facility) and the maturity date under the Wells Fargo SPV III Credit Facility are scheduled for February 27, 2028 and February 27, 2030 respectively, unless the Wells Fargo Loan and Security Agreement is sooner terminated in accordance with its terms.

JPM SPV V Credit Facility

On July 25, 2025, the Company, through SPV Facility V as borrower, entered into a Loan and Security Agreement (the “JPM Loan and Security Agreement”) with JP Morgan Chase Bank, National Association, as the administrative agent, UMB Bank, National Association, as the collateral administrator, collateral agent and securities intermediary, and the lenders party thereto from time to time, to provide SPV Facility V with a revolving credit facility (the “JPM SPV V Credit Facility”). The Company serves as portfolio manager and parent under the JPM Loan and Security Agreement.

The lenders have made aggregate commitments of $250,000 under the JPM SPV V Credit Facility, which are available to draw in U.S. dollars and, subject to agreed limits, Euros, sterling, Canadian dollars and/or Swiss francs (the “Agreed Currencies”). Borrowings under the JPM SPV V Credit Facility generally bear interest at a rate per annum equal to the applicable benchmark for the applicable Agreed Currency (subject to a floor of 0%) (Term SOFR for loans drawn in U.S. dollars) plus a margin of (a) 1.85% until January 24, 2027, or (b) 1.90% for the remaining term thereafter. Amounts available for borrowing under the JPM SPV V Credit Facility are subject to a borrowing base that applies an advance rate of 62.5% to assets held by SPV Facility V and are subject to limitations with respect to the loans securing the JPM SPV V Credit Facility, which may affect the borrowing base and therefore amounts available to borrow under the JPM SPV V Credit Facility. Borrowings under the JPM SPV V Credit Facility are secured by all of the assets held by SPV Facility V. The facility may not be voluntarily repaid or the commitment thereunder voluntarily cancelled prior to January 25, 2027, and a premium of 1% is payable in respect of any voluntary prepayment of advances or cancellation of commitments under the JPM SPV V Credit Facility made in the period from January 25, 2027 until July 25, 2028.

In connection with the JPM SPV V Credit Facility, SPV Facility V is required to pay a non-use fee equal to, during the first three years of the availability period, 0.60% multiplied by the unutilized portion of the total commitments available under the JPM SPV V Credit Facility.

The JPM Loan and Security Agreement includes customary covenants, reporting requirements, and other customary requirements applicable to the Company and SPV Facility V and provides for events of default and acceleration provisions customary for a facility of its type.

The reinvestment period end date (after which no borrowings may be drawn under the JPM SPV V Credit Facility) and the maturity date under the JPM SPV V Credit Facility are scheduled for July 25, 2028 and July 25, 2030, respectively, unless the JPM Loan and Security Agreement is sooner terminated in accordance with its terms.

2024-I CLO

On January 15, 2025, the Company completed its $300,360 term debt securitization, also known as a collateralized loan obligation (the “2024-I CLO”), in connection with which the 2024-I Issuer issued the 2024-I CLO Debt (as defined below).

The debt offered in the 2024-I CLO was issued and incurred by the 2024-I Issuer and consists of (i) Class A Senior Secured Floating Rate Notes and Class B Senior Secured Floating Rate Notes (collectively, the “2024-I CLO Secured Debt”), and (ii) the subordinated notes (the “2024-I CLO Subordinated Notes” and, together with the 2024-I CLO Secured Debt, the “2024-I CLO Debt”), the terms of which are summarized in the table below:

 

Class

 

Par Size ($)

 

 

Ratings (S&P)

 

Coupon

Class A 2024 Notes

 

$

174,000

 

 

AAA(sf)

 

3M SOFR + 1.70%

Class B 2024 Notes

 

 

30,000

 

 

AA(sf)

 

3M SOFR + 2.00%

2024-I CLO Subordinated Notes

 

 

96,360

 

 

N/A

 

N/A

The Company directly retained the Class B 2024 Notes and 2024-I CLO Subordinated Notes issued in the 2024-I CLO.

The 2024-I CLO is backed by a diversified portfolio of senior secured middle-market loans and participation interests therein. Through January 15, 2029, all principal collections received on the underlying collateral may be used by the 2024-I Issuer to purchase new collateral in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2024-I CLO.

The portfolio is managed by the Company pursuant to a collateral management agreement entered into with the 2024-I Issuer (the “2024-I CLO Collateral Management Agreement”). The Company has agreed to irrevocably waive all collateral management fees payable to it so long as it is the collateral manager under the 2024-I CLO Collateral Management Agreement. The 2024-I CLO Debt is scheduled to mature on January 15, 2037; however, the 2024-I CLO Secured Debt may be redeemed by the 2024-I Issuer, at the direction of the Company, on any business day after January 15, 2027 (i) in whole in order of seniority (with respect to all classes of 2024-I CLO Secured Debt) but not in part from sale proceeds, contributions of cash, refinancing proceeds and/or any other amounts available in accordance with the indenture governing the 2024-I CLO (the “2024-I CLO Indenture”) or (ii) in part by class from refinancing proceeds, contributions of cash, partial refinancing interest proceeds and/or any other amounts available in accordance with the 2024-I CLO Indenture, and the 2024-I CLO Subordinated Notes may be redeemed, in whole but not in part, on any business day on or after the redemption of the 2024-I CLO Secured Debt in full.

As part of the 2024-I CLO, the Company and the 2024-I Issuer entered into a master loan sale agreement (the “2024-I CLO Sale Agreement”), pursuant to which the Company sold, transferred, assigned, contributed or otherwise conveyed to the 2024-I Issuer certain loans and participation interests therein securing the 2024-I CLO for the purchase price and other consideration set forth in the 2024-I CLO Sale Agreement. The remainder of the initial collateral portfolio was acquired as participation interests by the 2024-I Issuer pursuant to a Master Participation Agreement for Par/Near Par Trades (the “2024-I CLO Participation Agreement” and, together with the 2024-I CLO Sale Agreement, the “2024-I CLO Transfer Agreements”), by and among the 2024-I Issuer, as buyer, and the Company, SPV Facility I LLC and StepStone SPV Facility III LLC (collectively, the “2024-I CLO Participation Sellers”), as sellers, for the purchase price and other consideration set forth in the 2024-I CLO Participation Agreement. Following the foregoing transfers, the 2024-I Issuer, and not the Company or the 2024-I CLO Participation Sellers, holds all of the ownership interest in such loans and participation interests. The Company and the 2024-I CLO Participation Sellers, as applicable, made customary representations, warranties and covenants pursuant to the 2024-I CLO Transfer Agreements.

The 2024-I CLO Secured Debt is a secured obligation of the 2024-I Issuer, the 2024-I CLO Subordinated Notes are the unsecured obligations of the 2024-I Issuer, and the 2024-I CLO Indenture secures (as applicable) and governs the 2024-I CLO Debt pursuant to customary covenants and events of default. The 2024-I CLO Debt has not been, and will not be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

2025-I CLO

On September 17, 2025, the Company completed its $298,870 term debt securitization, also known as a collateralized loan obligation (the “2025-I CLO”), in connection with which the 2025-I Issuer issued the 2025-I CLO Debt (as defined below).

The debt offered in the 2025-I CLO was issued and incurred by the 2025-I Issuer and consists of (i) Class A Senior Secured Floating Rate Notes and Class B Senior Secured Floating Rate Notes (collectively, the “2025-I CLO Secured Debt”), and (ii) the subordinated notes (the “2025-I CLO Subordinated Notes” and, together with the 2025-I CLO Secured Debt, the “2025-I CLO Debt”), the terms of which are summarized in the table below:

 

Class

 

Par Size ($)

 

 

Ratings (S&P)

 

Coupon

Class A 2025 Notes

 

$

174,000

 

 

AAA(sf)

 

3M SOFR + 1.68%

Class B 2025 Notes

 

 

30,000

 

 

AA(sf)

 

3M SOFR + 2.00%

2025-I CLO Subordinated Notes

 

 

94,870

 

 

N/A

 

N/A

The Company directly retained the Class B 2025 Notes and 2025-I CLO Subordinated Notes issued in the 2025-I CLO.

The 2025-I CLO is backed by a diversified portfolio of broadly syndicated commercial loans and middle-market commercial loans and participation interests therein. Through August 20, 2029, all principal collections received on the underlying collateral may be used by the 2025-I Issuer to purchase new collateral in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2025-I CLO.

The portfolio is managed by the Company pursuant to a collateral management agreement entered into with the 2025-I Issuer (the “2025-I CLO Collateral Management Agreement”). The Company has agreed to irrevocably waive all collateral management fees payable to it so long as it is the collateral manager under the 2025-I CLO Collateral Management Agreement. The 2025-I CLO Debt is scheduled to mature on August 20, 2037; however, the 2025-I CLO Secured Debt may be redeemed by the 2025-I Issuer, at the direction of the Company, on any business day after August 20, 2027 (i) in whole in order of seniority (with respect to all classes of 2025-I CLO Secured Debt) but not in part from sale proceeds, contributions of cash, refinancing proceeds and/or any other amounts available in accordance with the indenture governing the 2025-I CLO (the “2025-I CLO Indenture”) or (ii) in part by class from refinancing proceeds, contributions of cash, partial refinancing interest proceeds and/or any other amounts available in accordance with the 2025-I CLO Indenture, and the 2025-I CLO Subordinated Notes may be redeemed, in whole but not in part, on any business day on or after the redemption of the 2025-I CLO Secured Debt in full.

 

As part of the 2025-I CLO, the Company and the 2025-I Issuer entered into a master loan sale agreement (the “2025-I CLO Sale Agreement”), pursuant to which the Company sold, transferred, assigned, contributed or otherwise conveyed to the 2025-I Issuer certain loans and participation interests therein securing the 2025-I CLO for the purchase price and other consideration set forth in the 2025-I CLO Sale Agreement. The remainder of the initial collateral portfolio was acquired as participation interests by the 2025-I Issuer pursuant to a Master Participation Agreement for Par/Near Par Trades (the “2025-I CLO Participation Agreement” and, together with the 2025-I CLO Sale Agreement, the “2025-I CLO Transfer Agreements”), by and among the 2025-I Issuer, as buyer, and the Company, SPV Facility I LLC and StepStone SPV Facility III LLC (collectively, the “2025-I CLO Participation Sellers”), as sellers, for the purchase price and other consideration set forth in the 2025-I CLO Participation Agreement. Following the foregoing transfers, the 2025-I Issuer, and not the Company or the 2025-I CLO Participation Sellers, holds all of the ownership interest in such loans and participation interests. The Company and the 2025-I CLO Participation Sellers, as applicable, made customary representations, warranties and covenants pursuant to the 2025-I CLO Transfer Agreements.

The 2025-I CLO Secured Debt is a secured obligation of the 2025-I Issuer, the 2025-I CLO Subordinated Notes are the unsecured obligations of the 2025-I Issuer, and the 2025-I CLO Indenture secures (as applicable) and governs the 2025-I CLO Debt pursuant to customary covenants and events of default. The 2025-I CLO Debt has not been, and will not be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

2025 Senior Notes - Tranches A, B, C and D

 

On December 17, 2025, the Company entered into a Master Note Purchase Agreement (the “2025 Note Purchase Agreement”) governing the issuance of $75,000 in aggregate principal amount of its 5.94% Series 2025 Senior Notes, Tranche A, due December 17, 2028 (the “Tranche A Notes due 2028”), $75,000 in aggregate principal amount of its 5.94% Series 2025 Senior Notes, Tranche B, due March 17, 2029 (the “Tranche B Notes due 2029”), $75,000 in aggregate principal amount of its 6.32% Series 2025 Senior Notes, Tranche C, due December 17, 2030 (the “Tranche C Notes due 2030”), and $75,000 in aggregate principal amount of its 6.32% Series 2025 Senior Notes, Tranche D, due March 17, 2031 (the “Tranche D Notes due 2031” and, together with the Tranche A Notes due 2028, Tranche B Notes due 2029 and Tranche C Notes due 2030, the “Unsecured Notes”) to qualified institutional investors in a private placement. The Tranche A Notes due 2028 and Tranche C Notes due 2030 were delivered and paid for on December 17, 2025, and the Tranche B Notes due 2029 and Tranche D Notes due 2031 were delivered and paid for on March 17, 2026.

Interest on the Unsecured Notes is due semiannually. These interest rates are subject to increase (up to a maximum increase of 2.00% above the stated rate for the Unsecured Notes) in the event that, subject to certain exceptions, the Unsecured Notes cease to have an investment grade rating and/or the Company’s minimum secured debt ratio exceeds certain thresholds.

The Unsecured Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured, unsubordinated indebtedness issued by the Company.

The 2025 Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants, such as information reporting, maintenance of the Company’s status as a business development company within the meaning of the 1940 Act, a minimum consolidated net worth test and a minimum asset coverage ratio. The 2025 Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of the Company or subsidiary guarantors, certain judgments and orders, and certain events of bankruptcy.

In addition, the Company is obligated to offer to repay the Unsecured Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest if certain change in control events occur.

The Unsecured Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The Unsecured Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

In connection with the Unsecured Notes, the Company has entered into interest rate swaps with respect to the Unsecured Notes to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement entered with respect to the Tranche A Notes due 2028, the Company receives a fixed interest rate of 5.94% and pays a floating interest rate of three-month term SOFR + 2.525% on a notional amount of $75 million. Under the interest rate swap agreement entered with respect to the Tranche B Notes due 2029, the Company receives a fixed interest rate of 5.94% and pays a floating interest rate of three-month term SOFR + 2.542% on a notional amount of $75 million. Under the interest rate swap agreement entered with respect to the Tranche C Notes due 2030, the Company receives a fixed interest rate of 6.32% and pays a floating interest rate of three-month term SOFR + 2.7955% on a notional amount of $75 million. Under the interest rate swap agreement entered with respect to the Tranche D Notes due 2031, the Company receives a fixed interest rate of 6.32% and pays a floating interest rate of three-month term SOFR + 2.7925% on a notional amount of $75 million. The first interest rate payments from the Company under the interest rate swaps with respect to the Tranche A Notes due 2028 and the Tranche C Notes due 2030 are due on March 17, 2026, and first interest rate payments from the Company under the interest rate swaps with respect to the Tranche B Notes due 2029 and the Tranche D Notes due 2031 are due on June 17, 2026. The Company designated the interest rate swaps as the hedging instruments in a qualifying hedge accounting relationship.

Total Borrowings

The following table provides the Company’s weighted average interest rate and daily average amount of borrowings under the MassMutual SPV I Facility, the BMO SPV II Credit Facility, the Wells Fargo SPV III Credit Facility, the JPM SPV V Credit Facility, the Class A 2024 Notes, the Class A 2025 Notes, the Tranche A Notes due 2028, and the Tranche C Notes due 2030 (the “Total Borrowings”) individually and aggregate for the periods shown:

Facility

 

Weighted Average
Interest Rate
for the year ended
December 31, 2025

 

 

Weighted Average
Interest Rate
for the year ended
December 31, 2024

 

 

Weighted Average
Interest Rate
for the period from
April 3, 2023
(commencement of
operations) to
December 31, 2023

 

 

Daily Average Amount
of Outstanding Borrowings
for the year ended
December 31, 2025

 

 

Daily Average Amount
of Outstanding Borrowings
for the year ended
December 31, 2024

 

 

Daily Average Amount
of Outstanding Borrowings
for the period from
April 3, 2023
(commencement of
operations) to
December 31, 2023

 

 MassMutual SPV I

 

 

7.45

%

 

 

8.32

%

 

 

8.48

%

 

$

188,777

 

 

$

155,765

 

 

$

78,326

 

 BMO SPV II

 

 

6.65

%

 

 

7.67

%

 

 

7.76

%

 

 

94,764

 

 

 

99,395

 

 

 

89,190

 

 Wells Fargo SPV III

 

 

6.35

%

 

 

7.59

%

 

 

0.00

%

 

 

426,626

 

 

 

160,870

 

 

 

 

 JPM SPV V

 

 

5.88

%

 

N/A

 

 

N/A

 

 

 

66,881

 

 

N/A

 

 

N/A

 

 Class A 2024 Notes

 

 

5.91

%

 

N/A

 

 

N/A

 

 

 

174,000

 

 

N/A

 

 

N/A

 

 Class A 2025 Notes

 

 

5.58

%

 

N/A

 

 

N/A

 

 

 

174,000

 

 

N/A

 

 

N/A

 

 Tranche A Notes due 2028

 

 

5.94

%

 

N/A

 

 

N/A

 

 

 

75,000

 

 

N/A

 

 

N/A

 

 Tranche C Notes due 2030

 

 

6.32

%

 

N/A

 

 

N/A

 

 

 

75,000

 

 

N/A

 

 

N/A

 

 Total Borrowings

 

 

6.67

%

 

 

7.88

%

 

 

8.33

%

 

 

954,960

 

 

 

415,177

 

 

 

158,368

 

The Total Borrowings each include customary affirmative and negative covenants, for the respective type of debt. Credit facilities include financial covenants requiring the Company to maintain a minimum shareholders’ equity and asset coverage ratio, and certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

The following table provides a summary of the interest expense incurred by the Company for the noted years/period:

 

 

Year Ended

 

 

Year Ended

 

 

For the Period from April 3, 2023 (commencement of operations) to

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

December 31, 2023

 

Coupon interest

 

$

65,875

 

 

$

34,441

 

 

$

10,299

 

Amortization of debt issuance costs

 

 

2,724

 

 

 

1,631

 

 

 

358

 

Net change in unrealized appreciation (depreciation) on effective interest rate swaps and hedged items

 

 

16

 

 

 

 

 

 

 

Total

 

$

68,615

 

 

$

36,072

 

 

$

10,657