v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events

11. Subsequent Events

The Company’s management evaluated subsequent events through the date on which the consolidated financial statements were issued. Except as noted below or already disclosed, there have been no subsequent events that occurred during such period that would require disclosure in the consolidated financial statements or would be required to be recognized in the consolidated financial statements as of and for the three months ended March 31, 2026.

Distributions

On May 5, 2026, the Board of Directors of the Company declared a cash distribution of $0.23 per share of the Company’s Common Stock. The distribution is payable on May 20, 2026, to the holders of record of the Company’s Common Stock as of the close of business on May 13, 2026. Distributions will be paid in cash or reinvested in shares of Common Stock for Common Stockholders participating in the Company’s distribution reinvestment plan.

Investment Operations

As of May 6, 2026, the Company’s investment portfolio totaled $888.4 million across 25 portfolio companies, comprised of loan commitments of $830.6 million in aggregate principal amount, of which $638.8 million was funded and $191.8 million was unfunded, and a preferred equity investment of $57.8 million.

Recent Transactions

 

Radwell International - Radwell Parent, LLC

On April 7, 2026, the Company closed on the extension and upsize of a first lien credit facility for Radwell International (“Radwell”) with loan commitments of $45.0 million in aggregate principal amount. Radwell is a leading distributor of new, surplus, and reconditioned industrial automation and electronic control components for plant floor and facilities maintenance machinery.

Expense Limitation Agreement

On May 5, 2026, the Company entered into an agreement with the Advisor (the “Expense Limitation Agreement”), which replaced the Expense Support Agreement. The Expense Limitation Agreement limits certain of the Company’s Operating Expenses (as defined below) to no more than 0.25% of the Company’s average quarterly Gross Assets (as defined below) for such quarter. Accordingly, the Advisor has agreed to reimburse the Company for certain Operating Expenses on a quarterly basis, beginning with the quarter that commenced on April 1, 2026 (any such payment made by the Advisor, an “Expense Payment”), and the Company has agreed to later repay such amounts (any such payment by the Company, a “Reimbursement Payment”), pursuant to the terms of the Expense Limitation Agreement. In addition, the Advisor may reimburse the Company for, or pay on its behalf, any additional percentage of the Company’s average quarterly Gross Assets, only to the extent deemed appropriate in the sole discretion of the Advisor. The actual amount of Operating Expenses incurred by the Company in any applicable quarter after deducting any Expense Payment (but not below zero), as a percentage of the Company’s average quarterly Gross Assets, is referred to as the “Percentage Limit.” For the purposes of the Expense Limitation Agreement, “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies, excluding Management Fees and Incentive Fees, financing fees and costs, interest expense, taxes, litigation expenses, underwriter costs and expenses, reimbursements due to the Advisor under the Expense Support Agreement and the Expense Limitation Agreement, and extraordinary or non-routine expenses not incurred in the ordinary course of the Company’s business. In addition, for purposes of the Expense Limitation Agreement, “Gross Assets” means, as of any date of determination, the greater of (x) the actual gross assets of the Company or (y) $2.0 billion plus 1.25x assumed leverage ($4.5 billion in the aggregate).

Any Expense Payment made by the Advisor pursuant to the Expense Limitation Agreement will be subject to conditional reimbursement by the Company on a quarterly basis within the three years of the last calendar day of the calendar quarter in which the Expense Payment was made, provided that, the Operating Expenses (less any fees or expenses waived or reimbursed by the Advisor) for the applicable quarter, expressed as a percentage of the Company’s average Gross Assets during such quarter, is equal to or less than the Percentage Limit that was in effect at the time when the applicable Expense Payment was made. Any such payments required to be made by the Company pursuant to the Expense Limitation Agreement are referred to as “Reimbursement Payments.” The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable quarter, except to the extent the Advisor has waived its right to receive such payment for such quarter. The Reimbursement Payment for any quarter shall be paid by the Company to the Advisor in any combination of cash or other immediately available funds as promptly as possible following the applicable quarter and in no event later than 90 days after the end of such quarter. In addition, all Reimbursement Payments under the Expense Limitation Agreement shall be deemed to relate to the earliest unreimbursed Expense Payments made by the Advisor to, or on behalf of, the Company within three years prior to the last business day of the applicable quarter in which such Reimbursement Payment obligation is accrued.

All existing expenses of the Company incurred up to March 31, 2026 and the Company’s existing obligations to make Expense Payments or Reimbursement Payments in connection therewith shall be governed by the terms of the Expense Support Agreement, and all expenses of the Company incurred on or after April 1, 2026, and thereafter, shall be governed by the terms of the Expense Limitation Agreement.

The Company or the Advisor may terminate the Expense Limitation Agreement at any time, without penalty, with or without notice. The Expense Limitation Agreement will automatically terminate in the event (a) of the termination by the Company of the Investment Advisory Agreement, (b) the Board of Directors makes a determination to dissolve or liquidate the Company, or (c) the Company consummates an Exchange Listing or a sale of all or substantially all of the Company’s assets to, or a merger or other liquidity transaction with, an entity in which the Company’s Stockholders receive shares of a publicly traded company that continues to be managed by the Advisor or an affiliate thereof. Upon termination of the Expense Limitation Agreement, the Company will be required to fund any Expense Payments, subject to the aforementioned requirements per the Expense Limitation Agreement, that have not been reimbursed by the Company to the Advisor

The foregoing description is only a summary of certain provisions of the Expense Limitation Agreement and is qualified in its entirety by reference to a copy of the Expense Limitation Agreement, which is filed as Exhibit 10.2 to this Report and incorporated by reference herein.