v3.26.1
Fair Value Measurements
12 Months Ended
Dec. 31, 2025
Fair Value Measurements [Abstract]  
FAIR VALUE MEASUREMENTS

5. FAIR VALUE MEASUREMENTS

 

The Company applies ASC 820, which establishes a framework for measuring fair value in accordance with GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:

 

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

 

Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

Investments for which market quotations are readily available are typically valued at those market quotations. With respect to investments for which market quotations are not readily available, the Board determines the fair value of such investments in good faith using fair value methodologies consistent with industry practice, including those set forth in ASC 820. In making such determinations, the Board undertakes a multi-step valuation process which includes, among other procedures, the following:

 

  The Valuation Team of the Adviser performs an enterprise value analysis and bond-yield analysis, as applicable, for each investment, and gathers available third-party valuation data related to the investment. The Valuation Team’s analyses and conclusions are then documented in a preliminary valuation memo and discussed with Remora’s Investment Committee.

 

  The Investment Committee, which is responsible for analyzing and reviewing the preliminary estimations of fair value provided by the Valuation Team, reviews the data and assumptions needed to apply the fair value methodologies selected by the Board and utilized by the Valuation Team in providing its preliminary estimates of fair value. The Investment Committee then supplements the preliminary valuation memo to reflect any comments.

 

  Valuation documentation, including the Valuation Team’s preliminary valuation memo and ASC 820 memo, are provided to the Audit Committee and the Board quarterly.

 

  The Audit Committee recommends, and the Board determines, the fair value of each investment for which market quotations are not readily available in good faith.

 

The Company and Board apply a valuation policy that has been approved by the Board and is consistent with ASC 820. Consistent with the valuation policy, the Board evaluates the source of inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for classification as a Level 2 or Level 3 investment. For example, the Company reviews pricing methodologies provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained as well as an assessment as to their quality. Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur.

 

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market quotation, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different from the unrealized gains or losses reflected herein.

The following fair value hierarchy table sets forth the Company’s investments by level as of December 31, 2025:

 

   December 31, 2025 
   Level 1   Level 2   Level 3   Total 
First Lien Senior Secured Loans  $
   $
   $253,989   $253,989 
Total portfolio company investments   
    
    253,989    253,989 
Cash equivalents(1)   3,146    
    
    3,146 
Total portfolio company investments and cash equivalents  $3,146   $
   $253,989   $257,135 

 

(1)“Cash equivalents” represents amounts held in interest-bearing money market funds as of December 31, 2025.

 

The Company commenced operations on September 5, 2025, and accordingly, there were no investments outstanding as of December 31, 2024.

 

Senior secured loans are collateralized by tangible and intangible assets of the borrowers. These investments include loans to entities that have some level of challenge in obtaining financing from other, more conventional institutions, such as a bank. Interest rates on these loans are either floating or fixed and are based on current market conditions and credit ratings of the borrower. The contractual interest rates on the Company’s senior secured loans ranged between 8.42% to 15.00% as of December 31, 2025. The maturity dates on the Company’s senior secured loans outstanding as of December 31, 2025 range between February 2026 and September 2031. As of December 31, 2025, the weighted average spread over the applicable SOFR for the Company’s senior secured loans outstanding was 5.60% and the weighted average contractual interest rate was 9.45%.

 

The following table provides a reconciliation of the beginning and ending balances of the Company’s investments at fair value that use Level 3 inputs for the period from September 5, 2025 (commencement of operations) to December 31, 2025:

 

For the period from September 5, 2025 (commencement of operations) to December 31, 2025
   First Lien
Senior
Secured
Loans
   Total
Investments
 
Balance as of September 5, 2025 (commencement of operations)  $
-
   $
-
 
Net change in unrealized gain (loss)   (416)   (416)
Non-cash purchases of investments(1)   233,481    233,481 
Purchases of investments and other adjustments to cost(2)   37,028    37,028 
Proceeds from principal payments and sales on investments(3)   (16,227)   (16,227)
Amortization of premium/accretion of discount, net   123    123 
Net realized gain (loss) on investments   
-
    
-
 
Balance as of December 31, 2025  $253,989   $253,989 
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held at December 31, 2025  $(416)  $(416)

 

(1)Value represents investments acquired through completion of the Mergers.

 

(2)Includes purchases of new investments, effects of refinancing and restructurings and PIK interest.

 

(3)Represents net proceeds from investments sold and principal paydowns received.

 

Transfers of investments between levels in the fair value hierarchy are recorded at the end of the period. For the period from September 5, 2025 (commencement of operations) to December 31, 2025, there were no investments that transferred between levels.

Significant Unobservable Inputs

 

ASC 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner. The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments as of December 31, 2025. These tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

 

   As of December 31, 2025 
   Fair   Valuation  Unobservable  Range   Weighted 
Investment Type  Value   Technique (1)  Input  Low   High   Average 
First Lien Senior Secured Loans  $225,328   Market Yield Analysis  Market Yield Discount Rates   7.2%   11.2%   8.4%
        Guideline Public Companies  EBITDA Multiples   5.4x   16.8x   9.6x
        Transactions Precedent  EBITDA Multiples   6.4x   18.9x   10.8x
                           
First Lien Senior Secured Loans  $9,431   Market Yield Analysis  Market Yield Discount Rates   12.9%   14.3%   13.5%
        Guideline Public Companies  EBITDA Multiples   7.2x   10.3x   9.3x
        Transactions Precedent  EBITDA Multiples   10.0x   13.7x   12.7x
        Discounted Cash Flow  WACC   8.3%   10.1%   9.0%
           Long-Term Growth Rate   2.0%   2.0%   2.0%
First Lien Senior Secured Loans  $3,807   Guideline Public Companies  EBITDA Multiples   6.0x   7.5x   6.6x
        Transaction Precedent  EBITDA Multiples   8.0x   9.5x   8.6x
        Discounted Cash Flow  WACC   9.1%   9.1%   9.1%
           Long-Term Growth Rate   1.0%   1.0%   1.0%
Total  $238,566                      

 

(1)Excludes investments of $15,423 at fair value where valuation was determined by recent business transactions.

 

The significant unobservable input used in the market yield and discounted cash flow technique of fair value measurement of the Company’s investments is the discount rate used to discount the estimated future cash flows expected to be received from the underlying investment, which includes both future principal and interest payments. For the discounted cash flow technique, the weighted average cost of capital (WACC) and long-term growth rates are unobservable inputs used to estimated future cash flows and discount the estimated future cash flows expected to be received from the underlying investment. Increases (decreases) in the discount rate would result in a decrease (increase) in the fair value estimate of the investment. Included in the consideration and selection of discount rates are the following factors: risk of default, rating of the investment and comparable investments, and call provisions.

The significant unobservable inputs used in the market approach of fair value measurement of the Company’s investments are the market multiples of EBITDA or revenue of the comparable guideline public companies. The Investment Committee of the Adviser, in its presentation of preliminary valuations estimations to the Audit Committee and Board, selects a population of public companies for each investment with similar operations and attributes of the portfolio company. Using these guideline public companies’ data, a range of multiples of enterprise value to EBITDA or revenue is calculated. The Investment Committee also selects percentages from the range of multiples for purposes of determining the portfolio company’s estimated enterprise value based on said multiple and generally the latest twelve-month EBITDA or revenue of the portfolio company (or other meaningful measure) in making this presentation. Increases (decreases) in the multiple will result in an increase (decrease) in enterprise value, resulting in an increase (decrease) in the estimate of the fair value of the investment.

 

The significant unobservable inputs used in the transactions precedent of fair value measurement of the Company’s investments are the market multiples of EBITDA or revenue of the comparable analysis of valuations of mergers and acquisitions transaction valuations for companies in a similar line of business.