v3.26.1
Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2026
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

6. Fair Value of Financial Instruments

Investments

The following tables present fair value measurements of investments as of March 31, 2026 and December 31, 2025:

 

 

 

Fair Value Hierarchy at March 31, 2026

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

First-lien debt investments

 

$

 

 

$

16,067

 

 

$

2,942,965

 

 

$

2,959,032

 

Second-lien debt investments

 

 

 

 

 

122

 

 

 

31,073

 

 

 

31,195

 

Mezzanine debt investments

 

 

 

 

 

 

 

 

63,752

 

 

 

63,752

 

Equity investments

 

 

14,826

 

 

 

10,767

 

 

 

125,399

 

 

 

150,992

 

Structured credit investments

 

 

 

 

 

93,805

 

 

 

 

 

 

93,805

 

Joint venture investments

 

 

 

 

 

 

 

 

14,665

 

 

 

14,665

 

Total investments at fair value

 

$

14,826

 

 

$

120,761

 

 

$

3,177,854

 

 

$

3,313,441

 

Interest rate swaps

 

 

 

 

 

4,728

 

 

 

 

 

 

4,728

 

Total

 

$

14,826

 

 

$

125,489

 

 

$

3,177,854

 

 

$

3,318,169

 

 

 

Fair Value Hierarchy at December 31, 2025

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

First-lien debt investments

 

$

 

 

$

28,204

 

 

$

2,956,297

 

 

$

2,984,501

 

Second-lien debt investments

 

 

 

 

 

222

 

 

 

30,456

 

 

 

30,678

 

Mezzanine debt investments

 

 

 

 

 

 

 

 

61,684

 

 

 

61,684

 

Equity investments

 

 

28,169

 

 

 

11,016

 

 

 

133,397

 

 

 

172,582

 

Structured credit investments

 

 

 

 

 

97,872

 

 

 

 

 

 

97,872

 

Total investments at fair value

 

$

28,169

 

 

$

137,314

 

 

$

3,181,834

 

 

$

3,347,317

 

Interest rate swaps

 

 

 

 

 

10,301

 

 

 

 

 

 

10,301

 

Total

 

$

28,169

 

 

$

147,615

 

 

$

3,181,834

 

 

$

3,357,618

 

 

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

The following tables present the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three months ended March 31, 2026 and 2025:

 

 

As of and for the Three Months Ended

 

 

 

March 31, 2026

 

 

 

First-lien
debt
investments

 

 

Second-lien
debt
investments

 

 

Mezzanine
 debt
investments

 

 

Equity
and structured
credit investments

 

 

Joint venture investments

 

 

Total

 

Balance, beginning of period

 

$

2,956,297

 

 

$

30,456

 

 

$

61,684

 

 

$

133,397

 

 

$

 

 

$

3,181,834

 

Purchases or originations

 

 

148,095

 

 

 

 

 

 

 

 

 

9

 

 

 

14,665

 

 

 

162,769

 

Repayments / redemptions

 

 

(116,146

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(116,146

)

Sales Proceeds

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10

 

Paid-in-kind interest

 

 

3,873

 

 

 

1,136

 

 

 

1,667

 

 

 

 

 

 

 

 

 

6,676

 

Net change in unrealized gains (losses)

 

 

(53,390

)

 

 

38,849

 

 

 

367

 

 

 

(4,470

)

 

 

 

 

 

(18,644

)

Net realized gains (losses)

 

 

5

 

 

 

(39,489

)

 

 

 

 

 

(3,255

)

 

 

 

 

 

(42,739

)

Net amortization of discount on securities

 

 

4,221

 

 

 

121

 

 

 

34

 

 

 

 

 

 

 

 

 

4,376

 

Transfers within Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfers into (out of) Level 3

 

 

 

 

 

 

 

 

 

 

 

(282

)

 

 

 

 

 

(282

)

Balance, End of Period

 

$

2,942,965

 

 

$

31,073

 

 

$

63,752

 

 

$

125,399

 

 

$

14,665

 

 

$

3,177,854

 

 

Dye & Durham, Ltd. was transferred out of Level 3 into Level 1 for fair value measurement purposes during the three months ended March 31, 2026, as a result of changes in the observability of inputs into the security valuation for these portfolio companies.

 

 

 

As of and for the Three Months Ended

 

 

 

March 31, 2025

 

 

 

First-lien
debt
investments

 

 

Second-lien
debt
investments

 

 

Mezzanine
 debt
investments

 

 

Equity
and other
investments

 

 

Total

 

Balance, beginning of period

 

$

3,287,829

 

 

$

18,535

 

 

$

39,091

 

 

$

139,586

 

 

$

3,485,041

 

Purchases or originations

 

 

143,772

 

 

 

15,357

 

 

 

12,740

 

 

 

2,721

 

 

 

174,590

 

Repayments / redemptions

 

 

(287,890

)

 

 

 

 

 

 

 

 

 

 

 

(287,890

)

Sales Proceeds

 

 

 

 

 

 

 

 

 

 

 

(1,557

)

 

 

(1,557

)

Paid-in-kind interest

 

 

3,292

 

 

 

805

 

 

 

1,055

 

 

 

81

 

 

 

5,233

 

Net change in unrealized gains (losses)

 

 

(8,324

)

 

 

(2,486

)

 

 

(728

)

 

 

746

 

 

 

(10,792

)

Net realized gains (losses)

 

 

24

 

 

 

 

 

 

 

 

 

375

 

 

 

399

 

Net amortization of discount on securities

 

 

6,095

 

 

 

89

 

 

 

21

 

 

 

 

 

 

6,205

 

Transfers within Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfers into (out of) Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, End of Period

 

$

3,144,798

 

 

$

32,300

 

 

$

52,179

 

 

$

141,952

 

 

$

3,371,229

 

 

The following table presents information with respect to the net change in unrealized gains or losses on investments for which Level 3 inputs were used in determining fair value that are still held by the Company at March 31, 2026 and 2025:

 

 

Net Change in Unrealized

 

 

Net Change in Unrealized

 

 

 

Gains or (Losses)

 

 

Gains or (Losses)

 

 

 

for the Three Months Ended

 

 

for the Three Months Ended

 

 

 

March 31, 2026 on

 

 

March 31, 2025 on

 

 

 

Investments Held at

 

 

Investments Held at

 

 

 

March 31, 2026

 

 

March 31, 2025

 

First-lien debt investments

 

$

(50,872

)

 

$

(2,959

)

Second-lien debt investments

 

 

(640

)

 

 

(2,486

)

Mezzanine debt investments

 

 

367

 

 

 

(728

)

Equity and other investments

 

 

(4,470

)

 

 

746

 

Joint venture investments

 

 

 

 

 

 

Total

 

$

(55,615

)

 

$

(5,427

)

 

The following tables present the fair value of Level 3 Investments and the significant unobservable inputs used in the valuations as of March 31, 2026 and December 31, 2025. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values.

 

 

March 31, 2026

 

 

 

 

 

Valuation

 

Unobservable

 

Range (Weighted

 

 

Impact to Valuation
from an

 

 

Fair Value

 

 

Technique

 

Input

 

Average)

 

 

Increase to Input

First-lien debt investments

 

$

2,942,965

 

 

Income approach (1)

 

Discount rate

 

7.1% — 25.0% (12.2%)

 

 

Decrease

Second-lien debt investments

 

 

31,073

 

 

Income approach

 

Discount rate

 

12.4% — 15.7% (14.8%)

 

 

Decrease

Mezzanine debt investments

 

 

63,752

 

 

Income approach (2)

 

Discount rate

 

8.0% — 12.1% (11.4%)

 

 

Decrease

Equity investments

 

 

125,399

 

 

Market Multiple (3)

 

Comparable multiple

 

1.5x — 20.0x (10.9x)

 

 

Increase

Joint venture investments

 

 

14,665

 

 

Income approach (4)

 

Discount rate

 

 

 

 

Decrease

Total

 

$

3,177,854

 

 

 

 

 

 

 

 

 

 

 

(1)
Includes $105.6 million of debt investments which were valued using an asset valuation waterfall.
(2)
Includes $0.1 million of debt investments which were valued using an asset valuation waterfall.
(3)
Includes $15.1 million of equity investments which were valued using an asset valuation waterfall and $20.4 million of equity investments which were valued using a discounted cash flow analysis.
(4)
Includes $14.7 million of joint venture investments which, due to the proximity of the transactions relative to the measurement date, were valued using the cost of the investments.

 

 

 

December 31, 2025

 

 

 

 

 

Valuation

 

Unobservable

 

Range (Weighted

 

Impact to Valuation
from an

 

 

Fair Value

 

 

Technique

 

Input

 

Average)

 

Increase to Input

First-lien debt investments

 

$

2,956,297

 

 

Income approach (1)

 

Discount rate

 

6.6% — 17.5% (11.0%)

 

Decrease

Second-lien debt investments

 

 

30,456

 

 

Income approach

 

Discount rate

 

12.5% — 15.3% (14.2%)

 

Decrease

Mezzanine debt investments

 

 

61,684

 

 

Income approach (2)

 

Discount rate

 

10.8% — 20.0% (11.1%)

 

Decrease

Equity and other investments

 

 

133,397

 

 

Market Multiple (3)

 

Comparable multiple

 

1.8x — 25.0x (10.4x)

 

Increase

Total

 

$

3,181,834

 

 

 

 

 

 

 

 

 

 

(1)
Includes $105.9 million of debt investments which were valued using an asset valuation waterfall.
(2)
Includes $0.1 million of debt investments which were valued using an asset valuation waterfall.
(3)
Includes $13.1 million of equity investments which were valued using an asset valuation waterfall and $20.1 million of equity investments using a discounted cash flow analysis.

The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company’s capital structure.

Significant unobservable quantitative inputs typically considered in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. If debt investments are credit impaired, an enterprise value analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate enterprise value. For the Company’s Level 3 equity investments, multiples of similar companies’ revenues, earnings before income taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions are typically used.

Structured Credit Partners JV, LLC (“SCP”)

On December 23, 2025, affiliates of Sixth Street, including us, and affiliates of Carlyle entered into the Limited Liability Company Agreement to co-manage SCP, a joint venture focused on investing in broadly syndicated first lien senior secured loans, financed with long-term, non-mark-to-market, and predominantly investment grade rated CLO debt managed by affiliates of Sixth Street or Carlyle on a no-fee basis.

Sixth Street affiliates own 50.0% of the equity interests in SCP and Carlyle affiliates own 50.0%, with investment decisions requiring approval by representatives of both the Sixth Street affiliates and the Carlyle affiliates. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments. Funding of such commitments requires the approval of

SCP’s board of managers, including the board members appointed by the Company. SCP’s board of managers consists of an equal number of representatives appointed by the Sixth Street-affiliated members of SCP and the Carlyle-affiliated members of SCP. Portfolio construction and investment decisions must be unanimously approved by SCP’s investment committee, as delegated by the board of managers of SCP. Our investment in SCP is made with certain of our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. Because the Company does not own more than 25% of the voting interests of SCP, the Company does not believe that it has control over SCP for accounting purposes under U.S. GAAP or for purposes of the 1940 Act and therefore, does not consolidate SCP.

As of March 31, 2026 SCP had total capital commitments of $600.0 million comprised of $200.0 million of capital commitments from Sixth Street Specialty Lending, Inc., $100.0 million of capital commitments from Sixth Street Lending Partners, $150.0 million of capital commitments from Carlyle Secured Lending, Inc., and $150.0 million of capital commitments from Carlyle Credit Solutions, Inc., with all members of SCP having equal voting control.

As of March 31, 2026, SCP had the following contributed capital and unfunded commitments from its members:

 

 

March 31, 2026

 

Total contributed capital by Sixth Street Specialty Lending Inc.

 

$

14,665

 

Total contributed capital by Sixth Street Lending Partners

 

 

7,335

 

Total contributed capital by Carlyle

 

 

22,000

 

Total contributed capital

 

$

44,000

 

Total unfunded commitments by Sixth Street Specialty Lending Inc.

 

 

185,336

 

Total unfunded commitments by Sixth Street Lending Partners

 

 

92,666

 

Total unfunded commitments by Carlyle

 

 

278,002

 

Total unfunded commitments

 

$

556,004

 

As of March 31, 2026, SCP had three wholly owned subsidiaries: (i) Carlyle US CLO 2026-A, Ltd., a Cayman Islands corporation, formed on December 23, 2025; (ii) Carlyle US CLO 2026-B, Ltd., a Cayman Islands corporation, formed on January 5, 2026 and (iii) Sixth Street SCP Warehouse 2, Ltd., a Cayman Islands corporation, formed on January 14, 2026. Each subsidiary primarily invests in broadly syndicated loans. As the subsidiaries are wholly owned subsidiaries, they are consolidated in SCP’s unaudited consolidated financial statements commencing from the date of their respective formation.

Below is selected consolidated balance sheet information for SCP as of March 31, 2026:

 

 

March 31, 2026

 

Selected Consolidated Balance Sheet Information:

 

 

 

Assets

 

 

 

Investments at fair value (amortized cost of $1,033,006)

 

$

1,028,239

 

Cash and cash equivalents (1)

 

 

12,389

 

Prepaid expenses and other assets

 

 

4,042

 

Total Assets

 

$

1,044,670

 

Liabilities and Members' Equity

 

 

 

Secured borrowings

 

$

320,581

 

Dividend payable

 

 

670

 

Accrued expenses and other liabilities

 

 

684,707

 

Members equity (2)

 

 

38,712

 

Total Liabilities and Members' Equity

 

$

1,044,670

 

 

(1)
As of March 31, 2026, none of SCP’s cash and cash equivalents was restricted.
(2)
As of March 31, 2026, the fair value of the Company’s ownership interest in the members’ equity was $14,665.

Below is selected consolidated statement of operations information for SCP for the three months ended March 31, 2026:

 

 

Three Months Ended

 

 

 

March 31, 2026

 

Selected Consolidated Statement of Operations Information:

 

 

 

Total Investment Income

 

$

1,450

 

Expenses

 

 

 

Interest expense

 

 

531

 

Other expenses

 

 

800

 

Total expenses

 

 

1,331

 

Net Investment Income

 

 

119

 

Net change in unrealized gains (losses) on investments

 

 

(4,767

)

Net realized gains (losses) on investments

 

 

30

 

Increase (Decrease) in Net Assets Resulting from Operations

 

$

(4,618

)

For the three months ended March 31, 2026, SCP declared $0.7 million in distributions, of which $0.2 million was recognized as dividend income in the Company’s Unaudited Statements of Operations. As of March 31, 2026, the daily weighted average yield on our investment in Structured Credit Partners JV, LLC was 10.7%.

Below is a summary of SCP’s portfolio as of March 31, 2026:

 

 

March 31, 2026

 

Senior secured loans (1)

 

$

1,044,693

 

Weighted average yield on senior secured loans at amortized cost

 

 

6.92

%

Weighted average yield on senior secured loans at fair value

 

 

6.95

%

Weighted average spread on senior secured loans

 

 

2.89

%

Number of portfolio companies in SCP

 

 

334

 

Percentage of loans at floating interest rates

 

 

100.0

%

 

(1)
At par amount

The industry composition of SCP’s portfolio at fair value as of March 31, 2026 is as follows:

 

 

March 31, 2026

 

 

 

Amortized Cost

 

 

Fair Value

 

 

% of Fair Value

 

Aerospace & Defense

 

$

40,712

 

 

$

40,659

 

 

 

3.9

%

Auto Aftermarket & Services

 

 

30,623

 

 

 

30,497

 

 

 

3.0

%

Beverage & Food

 

 

32,615

 

 

 

32,606

 

 

 

3.2

%

Business Services

 

 

130,746

 

 

 

130,199

 

 

 

12.6

%

Capital Equipment

 

 

59,961

 

 

 

59,813

 

 

 

5.8

%

Chemicals, Plastics & Rubber

 

 

21,009

 

 

 

20,809

 

 

 

2.0

%

Construction & Building

 

 

41,280

 

 

 

40,894

 

 

 

4.0

%

Consumer goods: Durable

 

 

16,495

 

 

 

16,416

 

 

 

1.6

%

Consumer goods: Non-durable

 

 

13,240

 

 

 

13,156

 

 

 

1.3

%

Consumer Services

 

 

84,546

 

 

 

84,303

 

 

 

8.2

%

Containers, Packaging & Glass

 

 

30,493

 

 

 

30,035

 

 

 

2.9

%

Diversified Financial Services

 

 

121,301

 

 

 

120,611

 

 

 

11.7

%

Energy: Electricity

 

 

5,451

 

 

 

5,436

 

 

 

0.5

%

Energy: Oil & Gas

 

 

15,418

 

 

 

15,414

 

 

 

1.5

%

Environmental Industries

 

 

8,720

 

 

 

8,742

 

 

 

0.9

%

Forest Products & Paper

 

 

5,386

 

 

 

5,130

 

 

 

0.5

%

Healthcare & Pharmaceuticals

 

 

60,156

 

 

 

60,096

 

 

 

5.8

%

High Tech Industries

 

 

72,970

 

 

 

72,589

 

 

 

7.1

%

Leisure Products & Services

 

 

66,587

 

 

 

66,372

 

 

 

6.5

%

Media: Advertising, Printing & Publishing

 

 

12,110

 

 

 

12,118

 

 

 

1.2

%

Media: Broadcasting & Subscription

 

 

2,723

 

 

 

2,717

 

 

 

0.3

%

Media: Diversified & Production

 

 

21,050

 

 

 

21,072

 

 

 

2.0

%

Metals & Mining

 

 

3,981

 

 

 

3,975

 

 

 

0.4

%

Retail

 

 

22,661

 

 

 

22,493

 

 

 

2.2

%

Telecommunications

 

 

10,481

 

 

 

10,454

 

 

 

1.0

%

Transportation: Cargo

 

 

5,198

 

 

 

5,184

 

 

 

0.5

%

Transportation: Consumer

 

 

19,309

 

 

 

19,194

 

 

 

1.9

%

Utilities: Electric

 

 

3,187

 

 

 

3,202

 

 

 

0.3

%

Utilities: Oil & Gas

 

 

1,954

 

 

 

1,948

 

 

 

0.2

%

Wholesale

 

 

72,643

 

 

 

72,105

 

 

 

7.0

%

Total

 

$

1,033,006

 

 

$

1,028,239

 

 

 

100.0

%

The geographic composition of SCP’s portfolio at fair value as of March 31, 2026 is as follows:

 

 

March 31, 2026

 

 

 

Amortized Cost

 

 

Fair Value

 

 

% of Fair Value

 

Australia

 

$

1,855

 

 

$

1,849

 

 

 

0.2

%

Bermuda

 

 

1,359

 

 

 

1,386

 

 

 

0.1

%

Canada

 

 

11,106

 

 

 

11,021

 

 

 

1.1

%

Denmark

 

 

589

 

 

 

587

 

 

 

0.1

%

Germany

 

 

15,050

 

 

 

15,048

 

 

 

1.4

%

Hong Kong

 

 

3,210

 

 

 

3,174

 

 

 

0.3

%

Luxembourg

 

 

19,525

 

 

 

19,446

 

 

 

1.9

%

Netherlands

 

 

13,418

 

 

 

13,314

 

 

 

1.3

%

United Kingdom

 

 

15,189

 

 

 

15,126

 

 

 

1.5

%

United States

 

 

951,705

 

 

 

947,288

 

 

 

92.1

%

Total

 

$

1,033,006

 

 

$

1,028,239

 

 

 

100.0

%

Financial Instruments Not Carried at Fair Value

Debt

The fair value of the Company’s Revolving Credit Facility, which is categorized as Level 3 within the fair value hierarchy, as of March 31, 2026 and December 31, 2025, approximates its carrying value as the outstanding balance is callable at carrying value.

The following table presents the fair value of the Company’s 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes as of March 31, 2026 and December 31, 2025.

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

Outstanding
Principal

 

 

Fair
Value
(1)

 

 

Outstanding
Principal

 

 

Fair
Value
(1)

 

2026 Notes

 

$

300,000

 

 

$

297,152

 

 

$

300,000

 

 

$

296,659

 

2028 Notes

 

 

300,000

 

 

 

306,794

 

 

 

300,000

 

 

 

314,473

 

2029 Notes

 

 

350,000

 

 

 

351,822

 

 

 

350,000

 

 

 

361,359

 

2030 Notes

 

 

300,000

 

 

 

294,065

 

 

 

300,000

 

 

 

303,186

 

Total

 

$

1,250,000

 

 

$

1,249,833

 

 

$

1,250,000

 

 

$

1,275,677

 

 

(1)
The fair value is based on broker quotes received by the Company and is categorized as Level 2 within the fair value hierarchy.

Other Financial Assets and Liabilities

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes, approximate fair value due to their short maturities or their close proximity of the originations to the measurement date. Under the fair value hierarchy, cash and cash equivalents are classified as Level 1 while the Company’s other assets and liabilities, other than investments at fair value and Revolving Credit Facility, are classified as Level 2.