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

6. Debt

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 200% (or 150% if certain conditions are met) after such borrowing. As a result of complying with the requirements set forth in Section 61(a) of the 1940 Act, the Company obtained Board of Directors’ approval to borrow amounts such that its asset coverage is at least 150%, rather than 200%. As of March 31, 2026 and December 31, 2025, the Company’s asset coverage was 167.08% and 167.82%, respectively. Under the 1940 Act, any preferred stock issued by the Company, including the Preferred Stock will constitute a “senior security” for purposes of the 150% asset coverage test.

The Company’s outstanding debt obligations as of March 31, 2026 and December 31, 2025 were as follows:

 

 

 

March 31, 2026

 

 

 

Aggregate
Principal
Amount
Committed

 

 

Outstanding
Principal

 

 

Carrying Value

 

 

Amount
Available
(1)

 

Credit Facility

 

$

250,000

 

 

$

218,078

 

 

$

218,078

 

 

$

31,922

 

ABL Credit Facility

 

 

400,000

 

 

 

216,000

 

 

 

216,000

 

 

 

184,000

 

Total Debt

 

$

650,000

 

 

$

434,078

 

 

$

434,078

 

 

$

215,922

 

 

(1)
The amount available may be subject to limitations related to the borrowing base under the Credit Facility, the ABL Credit Facility and asset coverage requirements.

 

 

 

December 31, 2025

 

 

 

Aggregate
Principal
Amount
Committed

 

 

Outstanding
Principal

 

 

Carrying Value

 

 

Amount
Available
(1)

 

Credit Facility

 

$

250,000

 

 

$

181,968

 

 

$

181,968

 

 

$

68,032

 

ABL Credit Facility

 

 

300,000

 

 

 

170,000

 

 

 

170,000

 

 

 

130,000

 

Total Debt

 

$

550,000

 

 

$

351,968

 

 

$

351,968

 

 

$

198,032

 

 

(1)
The amount available may be subject to limitations related to the borrowing base under the Credit Facility, the ABL Credit Facility and asset coverage requirements.

Senior Secured Revolving Credit Facility

On January 16, 2025, the Company entered into a revolving credit agreement (as amended, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), by and between the Company, as initial borrower, U.S. Bank National Association (“U.S. Bank”) as administrative agent, lead arranger, letter of credit issuer and the lenders party thereto from time to time (each a “Lender”). Capitalized terms used herein but not defined will have the meanings ascribed thereto in the Revolving Credit Agreement.

Pursuant to Section 2.15 of the Revolving Credit Agreement (Section 2.15”), an increase was effective on June 27, 2025 for the revolving credit facility (the “Credit Facility” and, such increase, the “First Committed Accordion Exercise”). The Credit Facility and ABL Credit Facility (as defined below) are referred to collectively as the Credit Facilities.” Pursuant to the First Committed Accordion Exercise, the aggregate Credit Facility commitments pursuant to the Revolving Credit Agreement increased from $150.0 million to $215.0 million. Pursuant to Section 2.15, an increase was effective on September 8, 2025 for the Credit Facility (the Second Committed Accordion Exercise”). Pursuant to the Second Committed Accordion Exercise, the aggregate Credit Facility commitments pursuant to the Revolving Credit Agreement increased from $215.0 million to $250.0 million (the Maximum Principal Amount”), of which $50.0 million is available for standby letters of credit. As of March 31, 2026, the Company had no outstanding letters of credit issued through the Credit Facility. The Maximum Principal Amount is subject to availability under the borrowing base, which is based on unfunded capital commitments by eligible investors, and the reserve, if any, for borrowings denominated in non-U.S. dollars. Subject to compliance with the terms and conditions of the Revolving Credit Agreement, the Company may request an increase of the maximum principal amount of the Credit Facility up to $1 billion, which request is subject to the discretionary consent of the administrative agent and to the commitment to provide such increase by U.S. Bank or any other new or existing lenders.

On December 19, 2025, the Company entered into a second amendment to its revolving credit agreement (“Second Amendment”). The Second Amendment, among other things, added a newly formed feeder fund, 5C Lending Partners Structured Feeder LP, a Delaware limited partnership (the “New Pledgor”) as a credit party under the Revolving Credit Agreement, and provides that the commitments to the New Pledgor will be included in the borrowing base under the Revolving Credit Agreement. In connection with the Second Amendment the New Pledgor entered into certain security documents pledging to the administrative agent customary subscription facility collateral.

On January 30, 2026, the Company entered into a third amendment to its Revolving Credit Agreement (the “Third Amendment”). The Third Amendment, among other things, (i) extends the Stated Maturity Date from January 15, 2027 to January 14, 2028, (ii) provides that 80% of the aggregate unfunded capital commitments of certain investors will be included in calculations of the borrowing base under the Revolving Credit Agreement once at such times the Company has called and received at least 40% of the aggregate capital commitments of all investors, (iii) reduced the Applicable Margin (as defined therein) (A) in the case of RFR Loans, from 2.30% to 1.85%, (B) in the case of Eurocurrency Rate Loans, from 2.30% to 1.85%, (C) in the case of Reference Rate Loans, from 1.30% to 0.85% (each such loan as defined therein) and (D) in the case of Letter of Credit (as defined therein) fees, from 2.30% to 1.85%, (iv) reduced the unused commitment fee to 0.25% per annum on the unused portion of the lenders’ commitments when such unused portion is greater than fifty percent (50%) of the Credit Facility’s maximum commitment and (v) amends certain investor concentration limits, and waives the applicability of certain investor concentration limits until June 30, 2026.

As of March 31, 2026, borrowings under the Credit Facility bear interest, at a rate per annum equal to (i) in the case of loans denominated in U.S. dollars (USD), at the Company’s option (a) the daily simple SOFR plus 1.85%, (b) the Adjusted Term SOFR for the applicable interest period plus 1.85% or (c) 0.85% plus the greatest of (1) U.S. Bank’s prime rate, (2) the federal funds rate plus 0.50% and (3) the daily simple SOFR plus 1.00%; (ii) in the case of loans denominated in Euros, Yen, Australian dollars or other alternative currencies (other than sterling, Canadian dollars or Swiss francs), the Eurocurrency Rate for the applicable interest period plus 1.85%; (iii) in the case of loans denominated in sterling, SONIA plus 1.85%; (iv) in the case of loans denominated in Swiss francs, SARON plus 1.85%; or (v) in the case of loans denominated in Canadian dollars, at the Company’s option (a) the adjusted CORRA plus 1.85% or (b) the adjusted Term CORRA for the applicable interest period plus 1.85%. Term SOFR Loans are subject to a credit spread adjustment ranging from 0.00% to 0.25% and CORRA loans are subject to a credit spread adjustment of 0.15%, subject to certain conditions. As of March 31, 2026, the Company had outstanding debt denominated in Euro (EUR) of 6.4 million and Canadian dollars (CAD) of 82.5 million on its Credit Facility included in outstanding principal in the table above. As of March 31, 2026, USD borrowings under the Credit Facility bore interest at the daily simple SOFR plus 1.85%, EUR borrowings under the Credit Facility bore interest at the Eurocurrency Rate for the applicable interest period plus 1.85%, and CAD borrowings under the Credit Facility bore interest at the adjusted Term CORRA for the applicable interest period plus 1.85%. The Company also will pay to U.S. Bank an unused commitment fee, payable quarterly in arrears, equal to 0.25% per annum on the unused portion of the lenders’ commitments under the Credit Facility on the basis of actual days elapsed in a year consisting of 360 days. As of March 31, 2026, the unused commitment fee was equal to 0.25% per annum on the unused portion of the lenders’ commitments under the Credit Facility. Deferred financing costs related to the Credit Facility are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. Refer to Note 2 for additional information.

As of March 31, 2026, the Credit Facility will mature upon the earliest of (i) January 14, 2028 (the “Stated Maturity Date”), (ii) the date upon which the administrative agent declares the obligations under the Credit Facility due and payable after the occurrence of an event of default, (iii) forty-five (45) days prior to the termination of the organizational documents of the Company, (iv) forty-five (45) days prior to the date on which the Company’s ability to call capital commitments for purposes of repaying the obligations under the Credit Facility is terminated, and (v) the date the Company terminates the commitments pursuant to the Credit Facility. At the Company’s option, the Stated Maturity Date may be extended for one term up to 364 days, subject to the satisfaction of customary conditions. The Company’s obligations under the Revolving Credit Agreement are secured by the Company’s rights, titles, interests and privileges in and to the capital commitments of the Company’s investors, including the Company’s right to make capital calls, receive and enforce capital contributions, exercise any remedies and claims related thereto together with all proceeds and related rights of any and all of the foregoing and a pledge of the collateral account into which the capital call proceeds are deposited. The Revolving Credit Agreement contains customary representations and warranties and covenants and events of default (with customary notice and cure provisions). Borrowings under the Revolving Credit Agreement are subject to the asset coverage requirements contained in the 1940 Act.

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

Repurchase Obligations

In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements with Macquarie Bank Limited (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold (each such repurchase agreement, a “Macquarie Transaction”).

In accordance with ASC Topic 860, these Macquarie Transactions meet the criteria for secured borrowings. Accordingly, the investments financed by Macquarie Transactions remain on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to Macquarie (the “Repurchase Obligations”). The Repurchase Obligations are secured by the respective investments that are the subject of the repurchase agreements.

As of March 31, 2026 and December 31, 2025, the Company had no outstanding Repurchase Obligations.

Ally ABL Credit Facility

On November 6, 2025, the Company, as transferor, entered into the Loan, Security and Collateral Management among the Advisor, as collateral manager (in such capacity, the “Collateral Manager”), ABL SPV-A, as borrower (in such capacity, the “Borrower”), the lenders party thereto, Ally Bank, as administrative agent, and U.S. Bank Trust Company, National Association, as collateral custodian, swingline lender and arranger (the “Ally Loan Agreement”). The Ally Loan Agreement provides for a revolving credit facility (the “ABL Credit Facility”) under which the lenders agreed to extend credit to the Borrower in a total amount of up to $300.0 million the proceeds of which may be used, among other things, to acquire eligible loans and to make distributions to the Company. The Collateral Manager will act as collateral manager of the Borrower and manage the Collateral. On February 4, 2026, the commitments under the facility automatically increased to an amount equal to $400.0 million. Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to a benchmark rate, plus 1.75% per annum. The benchmark rate is a secured overnight funding rate (“SOFR”) based on, at the Borrower’s option, daily SOFR, 1 month term SOFR and 3 month term SOFR. Unused commitments under the ABL Credit Facility are subject to a non-usage fee ranging from 0.50% to 0.75% per annum depending on usage levels. As of March 31, 2026, the unused commitment fee was equal to 0.50% per annum on the unused portion of the lenders’ commitments under the ABL Credit Facility. Deferred financing costs related to the ABL Credit Facility are presented as an asset on the Companys Consolidated Statements of Assets and Liabilities. Refer to Note 2 for additional information. The lenders’ commitments to make advances under the ABL Credit Facility will expire on November 6, 2028 and the scheduled final maturity date of the ABL Credit Facility is November 6, 2030. In connection with the Ally Loan Agreement, the Company, as seller, and the Borrower, as buyer, entered into a sale and contribution agreement pursuant to which the Company will transfer to the Borrower certain originated or acquired loans and related assets from time to time. The Company also pledged its equity interests in the Company as collateral. The ABL Credit Facility is secured by all of the assets of the Borrower and the Company’s equity interests in the Borrower. The Company and the Borrower have each made customary representations and warranties and are required to comply with customary covenants and other requirements for similar facilities. The Ally Loan Agreement includes usual and customary events of default for facilities of this nature.

As of March 31, 2026, the Company was in compliance with the terms of the ABL Credit Facility.

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

 

 

 

Three Months Ended March 31, 2026

 

 

Three Months Ended March 31, 2025

 

Interest expense

 

$

4,471

 

 

$

301

 

Commitment fees

 

 

277

 

 

 

80

 

Amortization of deferred financing costs

 

 

479

 

 

 

176

 

Total Interest Expense

 

$

5,227

 

 

$

557

 

Average debt outstanding(1)

 

$

338,710

 

 

$

23,383

 

Weighted average interest rate (1)(2)

 

 

5.3

%

 

 

6.6

%

 

(1)
For the three months ended March 31, 2025, average debt outstanding and weighted average interest rate were computed from the initial drawdown on the Credit Facility on January 21, 2025.
(2)
The weighted-average interest rate is calculated as the sum of outstanding principal balances multiplied by their respective interest rates, divided by total outstanding principal.

The following tables present the changes in deferred financing costs on our revolving Credit Facilities as of and for the three months ended March 31, 2026 and as of and for the year ended December 31, 2025:

 

 

 

Three Months Ended

 

 

 

March 31, 2026

 

 

 

Credit Facility

 

 

ABL Credit
Facility

 

 

Total

 

Deferred financing costs, beginning of period

 

$

1,331

 

 

$

4,063

 

 

$

5,394

 

Deferred financing costs incurred during the period

 

 

753

 

 

 

30

 

 

 

783

 

Amortization of deferred financing costs

 

 

(271

)

 

 

(208

)

 

 

(479

)

Deferred financing costs, end of period

 

$

1,813

 

 

$

3,885

 

 

$

5,698

 

 

 

 

Year Ended

 

 

 

December 31, 2025

 

 

 

Credit Facility

 

 

ABL Credit
Facility

 

 

Total

 

Deferred financing costs, beginning of period

 

$

578

 

 

$

 

 

$

578

 

Deferred financing costs incurred during the period

 

 

1,711

 

 

 

4,191

 

 

 

5,902

 

Amortization of deferred financing costs

 

 

(958

)

 

 

(128

)

 

 

(1,086

)

Deferred financing costs, end of period

 

$

1,331

 

 

$

4,063

 

 

$

5,394