v3.26.1
Debt
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt

7. Debt

Revolving Credit Facility

On August 23, 2012, the Company entered into a senior secured revolving credit agreement with Truist Bank (as a successor by merger to SunTrust Bank), as administrative agent, and J.P. Morgan Chase Bank, N.A., as syndication agent, and certain other lenders (as amended and restated, the “Revolving Credit Facility”).

As of March 31, 2026, aggregate commitments under the Revolving Credit Facility were $1.675 billion. The Revolving Credit Facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the size of the Revolving Credit Facility to up to $2.5 billion.

Pursuant to the Seventeenth Amendment dated May 1, 2026, with respect to $1.525 billion of commitments, the revolving period, during which period we, subject to certain conditions, may make borrowings under the Revolving Credit Facility, was extended to May 1, 2030 and the stated maturity was extended to May 1, 2031.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. As of March 31, 2026, the Company had outstanding debt denominated in Australian dollars (AUD) of 3.0 million, British pounds (GBP) of 48.7 million, Canadian dollars (CAD) of 5.0 million, Swedish Krona (SEK) of 220.0 million and Euro (EUR) of 270.7 million on its Revolving Credit Facility, included in the Outstanding Principal amount in the table above. As of December 31, 2025, the Company had outstanding debt denominated in Australian dollars (AUD) of 3.0 million, British pounds (GBP) of 48.5 million, Canadian dollars (CAD) of 5.0 million, Swedish Krona (SEK) of 218.0 million and Euro (EUR) of 245.9 million on its Revolving Credit Facility, included in the Outstanding Principal amount in the table above.

The Revolving Credit Facility also provides for the issuance of letters of credit up to an aggregate amount of $75 million. As of March 31, 2026 and December 31, 2025, the Company had $22.8 million and $21.7 million outstanding letters of credit issued through the Revolving Credit Facility. The amount available for borrowing under the Revolving Credit Facility is reduced by any letters of credit issued through the Revolving Credit Facility.

For the $1.525 billion of commitments, amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.525%, 1.65% or 1.775%, or the base rate plus a margin of either 0.525%, 0.65% or 0.775%, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the total exposure) under the Revolving Credit Facility plus certain other designated secured debt. For the remaining $150.0 million of commitments, amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.75% or 1.875% or the base rate plus a margin of either 0.75% or 0.875%, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the total exposure) under the Revolving Credit Facility plus certain other designated secured debt. The Company may elect either the applicable reference rate or base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.325% on undrawn amounts and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then applicable margin while the letter of credit is outstanding.

The Revolving Credit Facility is guaranteed by Sixth Street SL SPV, LLC, TC Lending, LLC and Sixth Street SL Holding, LLC. The Revolving Credit Facility is secured by a perfected first-priority security interest in substantially all the portfolio investments held by the Company and each guarantor. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.

The Revolving Credit Facility includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants. In accordance with the terms of the Sixteenth Amendment, the financial covenants require:

an asset coverage ratio of no less than 2 to 1 on the last day of any fiscal quarter;
stockholders’ equity of at least $650 million plus 25% of the net proceeds of the sale of equity interests after April 24, 2024; and
a minimum asset coverage ratio of no less than 1.5 to 1 with respect to (i) the consolidated assets of the Company and the subsidiary guarantors (including certain limitations on the contribution of equity in financing subsidiaries) to (ii) the secured debt of the Company and its subsidiary guarantors plus unsecured senior securities of the Company and its subsidiary guarantors that mature within 90 days of the date of determination (the “Obligor Asset Coverage Ratio”).

The Revolving Credit Facility also contains certain additional concentration limits in connection with the calculation of the borrowing base, based on the Obligor Asset Coverage Ratio.

As of March 31, 2026 and December 31, 2025, the Company was in compliance with the terms of the Revolving Credit Facility.

2026 Notes

In February 2021, the Company issued $300.0 million aggregate principal amount of unsecured notes that mature on August 1, 2026 (the “2026 Notes”). The principal amount of the 2026 Notes is payable at maturity. The 2026 Notes bear interest at a rate of 2.50% per year, payable semi-annually commencing on August 1, 2021, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2026 Notes, net of underwriting discounts and estimated offering costs, were $293.7 million. The Company used the net proceeds of the 2026 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2026 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 1, 2026, matching the maturity date of the 2026 Notes. As a result of the swap, the Company’s effective interest rate on the 2026 Notes is SOFR plus 2.17%. The interest expense related to the 2026 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, the effective hedge interest rate swaps had a fair value of $(3.7) million and $(5.8) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2026 Notes.

2028 Notes

In August 2023, the Company issued $300.0 million aggregate principal amount of unsecured notes that mature on August 14, 2028 (the “2028 Notes”). The principal amount of the 2028 Notes is payable at maturity. The 2028 Notes bear interest at a rate of 6.95% per year, payable semi-annually commencing on February 14, 2024, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2028 Notes, net of

underwriting discounts, offering costs and original issue discount, were $293.9 million. The Company used the net proceeds of the 2028 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2028 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 14, 2028, matching the maturity date of the 2028 Notes. As a result of the swap, the Company’s effective interest rate on the 2028 Notes is SOFR plus 2.99%. The interest expense related to the 2028 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, the effective hedge interest rate swaps had a fair value of $2.1 million and $4.5 million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2028 Notes.

2029 Notes

In January 2024, the Company issued $350.0 million aggregate principal amount of unsecured notes that mature on March 1, 2029 (the “2029 Notes”). The principal amount of the 2029 Notes is payable at maturity. The 2029 Notes bear interest at a rate of 6.125% per year, payable semi-annually commencing on September 1, 2024, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2029 Notes, net of underwriting discounts, offering costs and original issue discount, were $341.6 million. The Company used the net proceeds of the 2029 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2029 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $350.0 million, which matures on March 1, 2029, matching the maturity date of the 2029 Notes. As a result of the swap, the Company’s effective interest rate on the 2029 Notes is SOFR plus 2.44%. The interest expense related to the 2029 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, the effective hedge interest rate swaps had a fair value of $0.6 million and $3.3 million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2029 Notes.

2030 Notes

In February 2025, the Company issued $300.0 million aggregate principal amount of unsecured notes that mature on August 15, 2030 (the “2030 Notes”). The principal amount of the 2030 Notes is payable at maturity. The 2030 Notes bear interest at a rate of 5.625% per year, payable semi-annually commencing on August 15, 2025, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2030 Notes, net of underwriting discounts, offering costs and original issue discount, were $293.4 million. The Company used the net proceeds of the 2030 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2030 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 15, 2030, matching the maturity date of the 2030 Notes. As a result of the swap, the Company's effective interest rate on the 2030 Notes is SOFR plus 1.53%. The interest expense related to the 2030 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, the effective hedge interest rate swaps had a fair value of $5.7 million and $8.3 million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2030 Notes.

For the three months ended March 31, 2026 and 2025, the components of interest expense related to the 2026 Notes, 2028 Notes, 2029 Notes, and 2030 Notes were as follows:

 

 

Three Months Ended

 

 

 

March 31, 2026

 

 

March 31, 2025

 

Interest expense

 

$

16,666

 

 

$

14,134

 

Accretion of original issue discount

 

 

495

 

 

 

395

 

Amortization of deferred financing costs

 

 

824

 

 

 

711

 

Total Interest Expense

 

$

17,985

 

 

$

15,240

 

Total interest expense in the table above does not include the effect of the interest rate swaps related to the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes. During the three months ended March 31, 2026 and 2025, the Company received $16.5 million and $13.8 million, respectively, and paid $18.3 million and $17.5 million respectively, related to the settlements of its interest rate swaps related

to the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes. These net amounts are included in interest expense in the Company’s Consolidated Statements of Operations. Please see Note 5 for further information about the Company’s interest rate swaps.

As of March 31, 2026, the components of the carrying value of the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes and the stated interest rates were as follows:

 

 

March 31, 2026

 

 

 

2026 Notes

 

 

2028 Notes

 

 

2029 Notes

 

 

2030 Notes

 

Principal amount of debt

 

$

300,000

 

 

$

300,000

 

 

$

350,000

 

 

$

300,000

 

Original issue discount, net of accretion

 

 

(143

)

 

 

(928

)

 

 

(2,050

)

 

 

(2,954

)

Deferred financing costs

 

 

(252

)

 

 

(2,051

)

 

 

(2,873

)

 

 

(3,276

)

Fair value of an effective hedge

 

 

(3,675

)

 

 

2,047

 

 

 

616

 

 

 

5,740

 

Carrying value of debt

 

$

295,930

 

 

$

299,068

 

 

$

345,693

 

 

$

299,510

 

Stated interest rate

 

 

2.50

%

 

 

6.95

%

 

 

6.13

%

 

 

5.63

%

As of December 31, 2025, the components of the carrying value of the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes and the stated interest rates were as follows:

 

 

December 31, 2025

 

 

 

2026 Notes

 

 

2028 Notes

 

 

2029 Notes

 

 

2030 Notes

 

Principal amount of debt

 

$

300,000

 

 

$

300,000

 

 

$

350,000

 

 

$

300,000

 

Original issue discount, net of accretion

 

 

(249

)

 

 

(1,015

)

 

 

(2,207

)

 

 

(3,099

)

Deferred financing costs

 

 

(436

)

 

 

(2,264

)

 

 

(3,115

)

 

 

(3,461

)

Fair value of an effective hedge

 

 

(5,785

)

 

 

4,495

 

 

 

3,307

 

 

 

8,284

 

Carrying value of debt

 

$

293,530

 

 

$

301,216

 

 

$

347,985

 

 

$

301,724

 

Stated interest rate

 

 

2.50

%

 

 

6.95

%

 

 

6.13

%

 

 

5.63

%

The stated interest rate in the table above does not include the effect of the interest rate swaps. As of March 31, 2026, the Company's swap-adjusted interest rate on the 2026 Notes, 2028 Notes, 2029 Notes and 2030 notes was SOFR plus 2.17%, 2.99%, 2.44% and 1.53%, respectively. As of December 31, 2025, the Company's swap-adjusted interest rate on the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes was SOFR plus 2.17%, 2.99%, 2.44% and 1.53%, respectively.

As of March 31, 2026 and December 31, 2025, the Company was in compliance with the terms of the indentures governing the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes.

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of March 31, 2026 and December 31, 2025, the Company’s asset coverage was 184.7% and 191.5% respectively.

Debt obligations consisted of the following as of March 31, 2026 and December 31, 2025:

 

 

March 31, 2026

 

 

 

Aggregate
Principal
Amount
Committed

 

 

Outstanding
Principal

 

 

Amount
Available
(1)

 

 

Carrying
Value
(2)(3)

 

Revolving Credit Facility

 

$

1,675,000

 

 

$

577,432

 

 

$

1,074,795

 

 

$

563,190

 

2026 Notes

 

 

300,000

 

 

 

300,000

 

 

 

 

 

 

295,930

 

2028 Notes

 

 

300,000

 

 

 

300,000

 

 

 

 

 

 

299,068

 

2029 Notes

 

 

350,000

 

 

 

350,000

 

 

 

 

 

 

345,693

 

2030 Notes

 

 

300,000

 

 

 

300,000

 

 

 

 

 

 

299,510

 

Total Debt

 

$

2,925,000

 

 

$

1,827,432

 

 

$

1,074,795

 

 

$

1,803,391

 

 

(1)
The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility, outstanding letters of credit and asset coverage requirements.
(2)
The carrying values of the Revolving Credit Facility, 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $14.2 million, $0.4 million, $3.0 million, $4.9 million and $6.2 million, respectively.
(3)
The carrying values of the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes are presented inclusive of an incremental $(3.7) million, $2.1 million, $0.6 million and $5.7 million, respectively, which represents an adjustment in the carrying values of the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes, each resulting from a hedge accounting relationship.

 

 

 

December 31, 2025

 

 

 

Aggregate
Principal
Amount
Committed

 

 

Outstanding
Principal

 

 

Amount
Available
(1)

 

 

Carrying
Value
(2)(3)

 

Revolving Credit Facility

 

$

1,675,000

 

 

$

513,915

 

 

$

1,139,337

 

 

$

498,779

 

2026 Notes

 

 

300,000

 

 

 

300,000

 

 

 

 

 

 

293,530

 

2028 Notes

 

 

300,000

 

 

 

300,000

 

 

 

 

 

 

301,216

 

2029 Notes

 

 

350,000

 

 

 

350,000

 

 

 

 

 

 

347,985

 

2030 Notes

 

 

300,000

 

 

 

300,000

 

 

 

 

 

 

301,724

 

Total Debt

 

$

2,925,000

 

 

$

1,763,915

 

 

$

1,139,337

 

 

$

1,743,234

 

(1)
The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility, outstanding letters of credit and asset coverage requirements.
(2)
The carrying values of the Revolving Credit Facility, 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $15.1 million, $0.7 million, $3.3 million, $5.3 million and $6.6 million, respectively.
(3)
The carrying values of the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes are presented inclusive of an incremental $(5.8) million, $4.5 million, $3.3 million and $8.3 million, respectively, which represents an adjustment in the carrying values of the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes, each resulting from a hedge accounting relationship.

For the three months ended March 31, 2026 and 2025, the components of interest expense were as follows:

 

 

Three Months Ended

 

 

 

March 31, 2026

 

 

March 31, 2025

 

Interest expense

 

$

23,399

 

 

$

26,780

 

Commitment fees

 

 

873

 

 

 

624

 

Amortization of deferred financing costs

 

 

1,718

 

 

 

1,494

 

Accretion of original issue discount

 

 

495

 

 

 

395

 

Swap settlement

 

 

1,773

 

 

 

3,678

 

Total Interest Expense

 

$

28,258

 

 

$

32,971

 

Average debt outstanding (in millions)

 

$

1,830.9

 

 

$

1,908.1

 

Weighted average interest rate

 

 

5.5

%

 

 

6.4

%