v3.26.1
Agreements and Related Party Transactions
12 Months Ended
Dec. 31, 2025
Agreements and Related Party Transactions [Abstract]  
AGREEMENTS AND RELATED PARTY TRANSACTIONS

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS

 

Investment Management Agreement

 

On September 5, 2025, the Company entered into an investment management agreement (the “Investment Management Agreement”) with the Adviser, a registered investment adviser. Pursuant to the Investment Management Agreement, the Adviser is responsible for sourcing, reviewing and structuring investment opportunities for the Company, underwriting and performing due diligence on the Company’s investments, and monitoring its investment portfolio on an ongoing basis. Pursuant to the Investment Management Agreement, the Company pays the Adviser a fee for its investment advisory and management services consisting of two components – a management fee and an incentive fee.

Management Fee

 

The management fee is calculated at an annual rate of 1.00% of the par value of the Company’s loan assets and similar portfolio investments outstanding (notwithstanding any lower valuation assigned to such loan asset or similar portfolio investment by the Board) in advance as of the first day of each calendar quarter. The management fee for any partial quarter is prorated during the relevant calendar quarter.

 

For the period from September 5, 2025 (commencement of operations) to December 31, 2025, the Company incurred gross management fees of $789, $197 of which was waived by the Adviser (see “Fee Waivers” below).

 

Incentive Fee

 

The Company pays the Adviser an incentive fee as set forth below. The incentive fee consists of two parts: an investment-income component and a capital gains component. These components are largely independent of each other, with the result that one component may be payable even if the other is not.

 

Investment Income Incentive Fee

 

Under the investment income component of the incentive fee, the Company pays the Adviser each quarter an incentive fee with respect to pre-incentive fee net investment income. The investment-income component is calculated and payable quarterly in arrears based on the pre-incentive fee net investment income for the immediately preceding fiscal quarter. Payments based on pre-incentive fee net investment income are based on the pre-incentive fee net investment income earned for the quarter.

 

For this purpose, “pre-incentive fee net investment income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees received from portfolio companies) accrued during the fiscal quarter, minus operating expenses for the quarter (including the management fee, expenses payable under the Company’s administration agreement with Remora (the “Administration Agreement”) and dividends paid on any issued and outstanding Preferred Stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero-coupon securities), accrued income that the Company has not yet received in cash; provided, however, that the portion of the investment income incentive fee attributable to deferred interest features is paid only if and to the extent received in cash, and any accrual thereof is reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual, applied in each case in the order such interest was accrued. Such subsequent payments in respect of previously accrued income do not reduce the amounts payable for any quarter pursuant to the calculation of the investment-income component described above. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

 

Pre-incentive fee net investment income, expressed as a rate of return on the value of net assets at the end of the immediately preceding fiscal quarter, is compared to a “hurdle rate” of 1.5% per quarter (6.00% annualized). Under the terms of the Investment Management Agreement, the Company pays Remora an investment-income incentive fee with respect to pre-incentive fee net investment income in each calendar quarter as follows: (1) no investment-income incentive fee in any calendar quarter in which pre-incentive fee net investment income does not exceed the hurdle rate of 1.5%; (2) 50% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 1.765% in any calendar quarter (7.06% annualized) (the portion of pre-incentive fee net investment income that exceeds the hurdle but is less than or equal to 1.765% is referred to as the “catch-up”; the “catch-up” is meant to provide Remora with 15.0% of pre-incentive fee net investment income as if a hurdle did not apply if pre-incentive fee net investment income exceeds 1.765% in any calendar quarter); and (3) 15.0% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.765% in any calendar quarter (7.06% annualized) payable to Remora (once the hurdle is reached and the catch-up is achieved, 15.0% of all pre-incentive fee net investment income thereafter is allocated to Remora).

 

For the period from September 5, 2025 (commencement of operations) to December 31, 2025, the Company accrued $256 in income-based incentive fees, which were fully waived (see “Fee Waivers” below).
       

Capital Gains Incentive Fee

 

Under the terms of the Investment Management Agreement, the other portion of the incentive fee is based on a capital gains component. Under the capital gains component of the incentive fee, the Company pays Remora at the end of each calendar year 15.0% of aggregate cumulative realized capital gains from the BDC Election Date through the end of that year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees. For the foregoing purpose, “aggregate cumulative realized capital gains” does not include any unrealized appreciation. The capital gains component of the incentive fee is not subject to any minimum return to shareholders.

 

GAAP requires that the capital gains incentive fee accrual consider the aggregate cumulative realized gains and losses and unrealized capital appreciation or depreciation of investments and other financial instruments in the calculation, as an incentive fee would be payable if such realized gains and losses and unrealized capital appreciation or depreciation were realized, even though such unrealized capital appreciation or depreciation is not permitted to be considered in calculating the capital gains incentive fee actually payable under the Investment Management Agreement. There can be no assurance that unrealized appreciation or depreciation will be realized. 

 

For the period from September 5, 2025 (commencement of operations) to December 31, 2025, the Company accrued no capital gains incentive fees.

 

Fee Waivers

 

For the twelve months following the BDC Election Date, Remora has agreed to waive 25% of its management fees and 100% of its incentive fees under the Investment Management Agreement. Any such waiver of management fees or incentive fees will not be revocable during the term, and the amounts waived will not be subject to any right of future recoupment in favor of Remora.

 

The Company commenced operations on September 5, 2025, and began accruing management fees and incentive fees on that date as a result. For the period from September 5, 2025 (commencement of operations) to December 31, 2025, the Adviser waived $197 in management fees and $256 in income-based incentive fees.

 

Sub-Advisory Agreements

 

Crescent Sub-Advisory Agreement

 

On September 5, 2025, the Company entered into the Crescent Sub-Advisory Agreement with Crescent, a registered investment adviser, and Remora. Pursuant to the Crescent Sub-Advisory Agreement, Crescent presents Crescent Investment Opportunities (as defined below) in loan assets that it identifies, sources, negotiates, monitors, and manages on behalf of the Company, subject to Remora’s evaluation, in accordance with Remora’s provision of advisory services to the Company, and the ultimate discretion and approval of Remora. “Crescent Investment Opportunities” means senior secured loans to middle-market companies with headquarters in the United States and Canada identified, sourced and/or originated by Crescent and its affiliates, including investment vehicles managed and controlled by Crescent. Pursuant to the Crescent Sub-Advisory Agreement, Crescent may be responsible for the sale of certain assets held in the investment portfolio of the Company which it offers, and Remora accepts on behalf of the Company. Crescent, during the term and subject to the provisions of the Crescent Sub-Advisory Agreement, (i) manages certain of the Company’s assets in accordance with its investment objectives, policies and restrictions; (ii) identifies, evaluates and negotiates the structure of certain investments made by the Company; (iv) executes, closes, services and monitors such investments that the Company makes; (v) proposes certain securities and other assets for the Company to acquire, retain or sell; (vi) performs due diligence on prospective portfolio companies; (vii) exercises voting rights in respect of certain portfolio securities and other investments for the Company; (viii) serves on and exercises observer rights for boards of directors and similar committees of the Company’s portfolio companies; and (ix) provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Crescent is solely responsible for its operating expenses incurred in connection with the provision of the services described under the Crescent Sub-Advisory Agreement.
       

Pursuant to the Crescent Sub-Advisory Agreement, the Company pays Crescent a quarterly management fee (the “Crescent Management Fee”) for its investment advisory and management services, in arrears, as set forth below, computed by Crescent using the Crescent Aggregate Investment Value (as defined below) as of the end of each calendar quarter:

 

Aggregate Investment Value   Compensation
Less than $300,000,000   0.50% per annum
$300,000,000 or more and less than $750,000,000   0.45% per annum
$750,000,000 or more   0.40% per annum

 

“Crescent Aggregate Investment Value” means, as of any particular date, the aggregate value of all Crescent Investment Opportunities held by the Company or a subsidiary of the Company as of such date, as determined by the Board (or its valuation designee), which determination may incorporate valuation information provided by Crescent; provided that, for purposes of the Crescent Management Fee calculation, the value of any particular investment will not exceed the outstanding principal balance of such investment as of such date. Crescent is solely responsible for its operating expenses incurred in connection with the provision of the services described under the Crescent Sub-Advisory Agreement. For the period from September 5, 2025 (commencement of operations) to December 31, 2025, the Company did not incur any Crescent Management Fees.

 

Unless terminated earlier, the Crescent Sub-Advisory Agreement will continue in effect for a period of two years from its effective date. It will remain in effect from year to year thereafter if approved annually by the Board or by the affirmative vote of the holders of a majority of the Company’s outstanding voting securities, and, in either case, if also approved by the vote of a majority of the Company’s directors who are not parties to the Crescent Sub-Advisory Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act).

 

The Crescent Sub-Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of penalty, the Company may terminate the Crescent Sub-Advisory Agreement upon 60 days’ written notice. The decision to terminate the Crescent Sub-Advisory Agreement may be made by a majority of the Board or the shareholders holding a majority of the outstanding shares of common stock of the Company. “Majority of the outstanding shares” means the lesser of (1) 67% or more of the outstanding shares of common stock present at a meeting, if the holders of more than 50% of the outstanding shares of the Company’s common stock are present or represented by proxy or (2) a majority of outstanding shares of the Company’s common stock. In addition, without payment of penalty, Crescent may generally terminate the Crescent Sub-Advisory Agreement upon 60 days’ written notice.

 

Under the terms of the Crescent Sub-Advisory Agreement, Crescent and its officers, members of its board of directors, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Crescent will not be liable to the Company or Remora for any action taken or omitted to be taken by Crescent Indemnified Parties (as defined below) in connection with the performance of any of its duties or obligations under the Crescent Sub-Advisory Agreement or otherwise as the Company’s sub-adviser (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services).

 

Under the terms of the Crescent Sub-Advisory Agreement, the Company will indemnify Crescent and its officers, managers, members of its board of directors, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Crescent (collectively, the “Crescent Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Crescent Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of Crescent’s duties or obligations under the Crescent Sub-Advisory Agreement or otherwise as an investment manager of the Company. However, the Crescent Indemnified Parties will not be protected, indemnified or entitled to indemnification in respect of any liability to the Company or its shareholders to which the Crescent Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Crescent’s duties or by reason of the reckless disregard of Crescent’s duties and obligations under the Crescent Sub-Advisory Agreement.

Kayne Sub-Advisory Agreement

 

On September 5, 2025, the Company entered into the Kayne Sub-Advisory Agreement. Pursuant to the Kayne Sub-Advisory Agreement, Kayne presents investment opportunities in loan assets that it identifies, sources, negotiates, monitors, and manages on behalf of the Company, subject to Remora’s evaluation, in accordance with Remora’s provision of advisory services to the Company, and the ultimate discretion and approval of Remora (such investments, following approval by Remora pursuant to the Kayne Sub-Advisory Agreement and the Company’s purchase thereof, “Kayne Portfolio Investments”).

 

As compensation for its services under the Kayne Sub-Advisory Agreement, the Company pays Kayne, in arrears, a quarterly sub-management fee equal to 0.75% per annum of the Aggregate Investment Value (as defined below) of the Kayne Portfolio Investments, as computed by Kayne for each day during the applicable calendar quarter. For purposes of the Kayne Sub-Advisory Agreement, “Aggregate Investment Value” means, as of any particular date, the amount of capital invested by the Company in Kayne Portfolio Investments less any returns of such capital (but not net of income or capital appreciation received by the Company) and permanent write-offs. Kayne is solely responsible for its operating expenses incurred in connection with the provision of the services described under the Kayne Sub-Advisory Agreement. For the period from September 5, 2025 (commencement of operations) to December 31, 2025, the Company incurred $27 in sub-management fees payable to Kayne under the Kayne Sub-Advisory Agreement, which was included in “Other general and administrative expenses” on the Consolidated Statement of Operations.

 

Unless terminated earlier, the Kayne Sub-Advisory Agreement will continue in effect for a period of two years from its effective date. It will remain in effect from year to year thereafter if approved annually by the Board or by the affirmative vote of the holders of a majority of the Company’s outstanding voting securities, and, in either case, if also approved by the vote of a majority of the Company’s directors who are not parties to the Kayne Sub-Advisory Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act).

 

The Kayne Sub-Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of penalty, the Company may terminate the Kayne Sub-Advisory Agreement upon 60 days’ written notice. The decision to terminate the Kayne Sub-Advisory Agreement may be made by a majority of the Board or the shareholders holding a majority of the outstanding shares of common stock of the Company. “Majority of the outstanding shares” means the lesser of (1) 67% or more of the outstanding shares of common stock present at a meeting, if the holders of more than 50% of the outstanding shares of the Company’s common stock are present or represented by proxy or (2) a majority of outstanding shares of the Company’s common stock. In addition, without payment of penalty, Kayne may generally terminate the Kayne Sub-Advisory Agreement upon 60 days’ written notice.

 

Under the terms of the Kayne Sub-Advisory Agreement, Kayne and its officers, members of its board of directors, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Kayne will not be liable to us for any action taken or omitted to be taken by Kayne in connection with the performance of any of its duties or obligations under the Kayne Sub-Advisory Agreement or otherwise as our sub-adviser (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services). In addition, under the terms of the Kayne Sub-Advisory Agreement, the Company will indemnify Kayne and its officers, members of its board of directors, and employees (collectively, the “Kayne Indemnified Parties”) for all losses, damages, costs, expenses (including reasonable attorneys’ fees), liabilities, claims and demands and for any action, omission or recommendation in connection with the Kayne Sub-Advisory Agreement. However, the Kayne Indemnified Parties will not be entitled to indemnification in the case of such Kayne Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of Kayne’s duties or by reason of the reckless disregard of Kayne’s duties and obligations under the Kayne Sub-Advisory Agreement.

Administrative and Servicing Agreements

 

Eldridge Loan Sourcing Agreement

 

On September 5, 2025, the Company entered into the Eldridge Loan Sourcing Agreement with Eldridge and Remora. Pursuant to the Eldridge Loan Sourcing Agreement, Eldridge identifies potential investment opportunities for the Company. Remora, as the investment adviser to the Company, retains sole discretion with respect to any existing or future investment opportunities identified by Eldridge. In connection with any investment opportunities sourced by Eldridge in which the Company invests, Eldridge provides the Company and Remora with certain ongoing information about such investments, as more fully described in the Eldridge Loan Sourcing Agreement.

 

As compensation for the services provided under the Eldridge Loan Sourcing Agreement, the Company pays Eldridge, in arrears, a quarterly fee equal to the Annual Applicable Rate of the Eldridge Aggregate Investment Value (each as defined below) computed by Eldridge for each day during the applicable calendar quarter. “Eldridge Aggregate Investment Value” means, as of any particular date, the aggregate value of all investments sourced by Eldridge pursuant to the Eldridge Loan Sourcing Agreement (or any previous agreement between the Company and an affiliate) and held by the Company (“Eldridge Approved Investments”) as of such date based on the most current valuation; provided that the value of any particular Eldridge Approved Investment will not exceed the outstanding principal balance of such Eldridge Approved Investment as of such date. “Applicable Annual Rate” means 0.80% per annum. For the period from September 5, 2025 (commencement of operations) to December 31, 2025, the Company incurred $580 in fees payable to Eldridge under the Eldridge Loan Sourcing Agreement, which was included in “Administration expense” on the Consolidated Statement of Operations.

 

The Eldridge Loan Sourcing Agreement will continue until its termination, which will occur upon the earliest of (i) any party’s decision to terminate the Eldridge Loan Sourcing Agreement, which will occur upon not less than ninety (90) days’ written notice to the other party, (ii) the termination of Remora as the investment adviser of the Company, and (iii) the date on which a party to the Eldridge Loan Sourcing Agreement terminates the Loan Sourcing Agreement for Cause (as such term is defined in the Eldridge Loan Sourcing Agreement).

 

If the Eldridge Loan Sourcing Agreement is terminated by Remora in certain enumerated circumstances, Eldridge (either directly and/or through its affiliates, controlled funds, client accounts, other third parties, or any combination of the foregoing) may elect to purchase from the Company, subject to compliance with any applicable credit agreement documentation, all Eldridge Approved Investments for an aggregate purchase price equal to the fair value of the Eldridge Approved Investments (as determined by a nationally recognized and reputable independent third-party valuation firm reasonably acceptable to Remora and Eldridge). The Company and Eldridge have agreed to each pay 50% of the costs of such appraiser’s valuation of the Eldridge Approved Investments held by the Company.

 

The Company has agreed to indemnify Eldridge and its officers, directors and employees for all losses, damages, costs, expenses (including reasonable attorneys’ fees), liabilities, claims and demands, for any action, omission, information or recommendation in connection with the Loan Sourcing Agreement, except in the case of the Eldridge officers’, directors’, or employees’ actual misconduct, gross negligence, willful violation of any applicable statute or reckless disregard for its duties, in each case as determined by an arbitrator or a court of competent jurisdiction.

 

Administration Agreement

 

On September 5, 2025, the Company entered into the Administration Agreement with Remora (in such capacity, the “Administrator”), pursuant to which the Administrator is responsible for furnishing the Company with office facilities and equipment and providing the Company with clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Payments under the Administration Agreement are equal to the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities thereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Company or on the Administrator’s behalf. Specifically, the reimbursements made by the Company to the Administrator include, but are limited to: (i) the allocable portion of the Administrator’s rent; (ii) the allocable portion of the annual cost of the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer and their respective staffs, subject to a cap equal to 22.5 basis points of the Company’s NAV at the end of each fiscal year; (iii) costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statements, registration statement amendments, prospectus supplements, proxy statements and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications; and (iv) all fees, costs and expenses associated with the engagement of a sub-administrator.

The Board, including a majority of the directors who are not “interested persons” of the Company (as defined in Section 2(a)(19) of the 1940 Act), will review the compensation paid to the Administrator to determine if the provisions of the Administration Agreement are carried out satisfactorily and to determine, among other things, whether the fees payable under the Administration Agreement are reasonable in light of the services provided.

 

For the period from September 5, 2025 (commencement of operations) to December 31, 2025, the Company incurred administrator expenses of $179 related to the Administration Agreement with Remora, which was included in “Administration expense” on the Consolidated Statement of Operations.

 

Sub-Administration Agreement

 

On September 5, 2025, the Company entered into the Sub-Administration Agreement with Crescent (in its capacity as a sub-administrator, the “Sub-Administrator”), pursuant to which the Sub-Administrator performs the administrative services necessary for the administration of the assets identified, sourced and/or originated by Crescent in its capacity as an investment sub-adviser to the Company pursuant to the Crescent Sub-Advisory Agreement. The Sub-Administrator makes reports to Remora, in its capacity as the Company’s Sub-Administrator, of its performance of its obligations as provided in the Sub-Administration Agreement; provided that nothing therein may be construed to require the Sub-Administrator to, and the Sub-Administrator may not, in its capacity as Sub-Administrator, provide any advice or recommendation relating to the securities and other assets that the Company should purchase, retain or sell or any other investment advisory services to the Company. In addition, the Company has agreed to vote and take certain actions with respect to certain matters in respect of Crescent Investment Opportunities then held by the Company solely in accordance with written instructions provided from time to time by the Sub-Administrator.

 

The Sub-Administration Agreement also provides that Remora may sell Crescent Investment Opportunities at any time to a third party; provided, however, that prior to accepting any offer from a third party to purchase any Crescent Investment Opportunity, Remora will offer Crescent an opportunity to purchase (or any investment vehicle, collateralized loan obligation, BDC, separately managed account and/or any other advisory clients, in each case, sponsored, managed and/or advised by Crescent and/or its affiliates to purchase) such Crescent Investment Opportunity at a purchase price equal to the higher of (x) the fair market value of such Crescent Investment Opportunity, as determined by an independent valuation service firm and (y) the purchase price offered by the third-party buyer for such Crescent Investment Opportunity.

 

The Company pays the Sub-Administrator, in arrears, a quarterly administration fee (the “Administration Fee”) equal to 0.30% per annum of the aggregate value of all Crescent Investment Opportunities held by the Company or a subsidiary of the Company as of such date, as determined by the Board (or its valuation designee), which determination may incorporate valuation information provided by the Sub-Administrator; provided that, for purposes of the Administration Fee calculation, the value of any particular investment may not exceed the outstanding principal balance of such investment as of such date. For the period from September 5, 2025 (commencement of operations) to December 31, 2025, the Company did not incur any Administration Fees payable to Crescent under the Sub-Administration Agreement.

 

License Agreement

 

On September 5, 2025, the Company entered into a license agreement with Remora (the “License Agreement”), under which Remora has agreed to grant the Company a non-exclusive royalty-free license to use the names “Remora” and “Remora Capital Partners” and the logos associated therewith. Under the License Agreement, the Company has the right to use the “Remora” and “Remora Capital Partners” names for so long as Remora or one of its affiliates remains the Company’s investment manager. Other than with respect to this limited license, the Company has no legal right to the “Remora” and “Remora Capital Partners” names. The License Agreement will remain in effect for so long as the Company is in full compliance with the License Agreement.

Merger Agreements

 

Prior to the BDC Election, on September 5, 2025, the Company entered into agreements and plans of merger (collectively, the “Merger Agreements”), including that certain (i) form of agreement and plan of merger by and among Fund I and the Company, (ii) form of agreement and plan of merger by and among Fund II and the Company, (iii) form of agreement and plan of merger by and among Fund I QP and the Company, and (iv) form of agreement and plan of merger by and among Fund II QP and the Company. Prior to the completion of the Mergers, the Adviser served as investment adviser to each of the Funds.

 

As the Company qualifies as an investment company under ASC 946 and the Funds were not under common control, the transactions in the Merger were accounted for as asset acquisitions in accordance with ASC 805-50. As a result, the total consideration transferred was allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values on the acquisition date. No goodwill was recognized.

  

Under the Merger Agreements, the limited partners of each of the Funds respectively received a number of shares of Common Stock equal to such limited partner’s consideration multiple, multiplied by 9,798.928, and a number of shares of Preferred Stock equal to such limited partner’s consideration multiple, multiplied by 201.072. Each investor received a pro rata amount of shares equal to their account’s NAV in the respective limited partnership in exchange for shares of the Company equal to $10.00 per share for the Preferred Stock and $10.00 per share for the Common Stock. The Mergers closed on September 5, 2025, prior to the BDC Election.

 

The following table is a summary of the Net Asset Value and Merger Consideration of the Funds as of the date of the Mergers’ close, September 5, 2025. The net assets were primarily driven by the investments held at the respective Fund. Values are in thousands except for shares: 

 

Remora Capital Corporation – Net Asset Value and Merger Consideration Schedule
Fund  Net Asset
Value Merger
Consideration
   Preferred
Stock
   Common
Stock
   Preferred
Shares
   Common
Shares
 
Remora Capital Partners I, LP  $13,621   $274   $13,347    27,388    1,334,726 
Remora Capital Partners I QP LP  $81,519   $1,639   $79,880    163,913    7,988,040 
Remora Capital Partners II, LP  $11,513   $232   $11,281    23,148    1,128,102 
Remora Capital Partners II QP, LP  $58,808   $1,182   $57,626    118,247    5,762,579 
Total   $165,461   $3,327   $162,134    332,696    16,213,447