Debt and Foreign Currency Transactions and Translations |
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt and Foreign Currency Transactions and Translations | Note 6. Debt and Foreign Currency Transactions and Translations 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 236.2% and 255.2%, respectively. The Company’s outstanding debt obligations as of March 31, 2026 were as follows:
(1) The unused portion is the amount upon which commitment fees, if any, are based. (2) The amount available reflects any limitations related to each respective credit facility’s borrowing base. (3) The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of March 31, 2026. The valuation for the Senior Secured Facility and SPV Financing Facilities is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt. (4) Balance is inclusive of original issue discount and/or premium on notes issued below/above par.
The Company’s outstanding debt obligations as of December 31, 2025 were as follows:
(1) The unused portion is the amount upon which commitment fees, if any, are based. (2) The amount available reflects any limitations related to each respective credit facility’s borrowing base. (3) The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of December 31, 2025. The valuation for the Senior Secured Facility and SPV Financing Facilities is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt. (4) Balance is inclusive of original issue discount and/or premium on notes issued below/above par. The following table summarizes the average and maximum debt outstanding, and the interest and debt issuance cost for the three months ended March 31, 2026 and 2025:
(1) Includes the stated interest expense for all facilities and commitment fees on the unused portions of the Senior Secured Facility and SPV Financing Facilities, and net interest on interest rate swaps entered into qualifying hedge accounting relationships. Commitment fees for the three months ended March 31, 2026 and 2025 were $3,365 and $3,230, respectively.
The components of interest expense for the three months ended March 31, 2026 and 2025 were as follows:
Senior Secured Facility On March 11, 2022, the Company entered into a senior secured, multi-currency, revolving credit facility (the "Senior Secured Facility") with JPMorgan Chase Bank, N.A. The aggregate lender commitments under the Senior Secured Facility on March 11, 2022 were $1.835 billion. On June 7, 2022, the Company entered into an amendment to its Senior Secured Facility to increase the multicurrency commitments from $1.835 billion to $2.085 billion. The Company may seek additional commitments from new and existing lenders in the future, up to an aggregate facility size not to exceed approximately $2.753 billion. The scheduled maturity date of the Senior Secured Facility was March 11, 2027. The Senior Secured Facility included usual and customary events of default for senior secured revolving credit facilities of this type. On October 12, 2023, the Company amended and extended its Senior Secured Facility. Lender commitments under the Senior Secured Facility increased from $2.085 billion to $2.185 billion and the Senior Secured Facility’s "accordion" feature that allows the Company to increase the size of the Senior Secured Facility increased from approximately $2.753 billion to approximately $3.278 billion.
The final maturity date under the Senior Secured Facility was extended by over one year from March 11, 2027 to October 12, 2028. The covenants and representations and warranties the Company is required to comply with were also modified (with changes including, among other things, that the minimum shareholders’ equity test was reset), but the remaining terms and conditions of the Senior Secured Facility remained substantially the same. The Senior Secured Facility continued to include usual and customary events of default for senior secured revolving credit facilities of this type. On October 17, 2024, the Company amended and extended its Senior Secured Facility. Lender commitments under the Senior Secured Facility increased from $2.185 billion to $2.740 billion and the Senior Secured Facility’s "accordion" feature that allows the Company to increase the size of the Senior Secured Facility increased from approximately $3.278 billion to $4.110 billion. The final maturity date under the Senior Secured Facility was extended by over one year from October 12, 2028 to October 17, 2029. The covenants and representations and warranties the Company is required to comply with were also modified (with changes including, among other things, that the minimum shareholders’ equity test was reset), but the remaining terms and conditions of the Senior Secured Facility remained substantially the same. The Senior Secured Facility continued to include usual and customary events of default for senior secured revolving credit facilities of this type. On August 12, 2025, the Company amended and extended its Senior Secured Facility. Lender commitments under the Senior Secured Facility increased from $2.740 billion to $3.453 billion and the Senior Secured Facility’s "accordion" feature that allows the Company to increase the size of the Senior Secured Facility increased from $4.110 billion to $5.180 billion. The final maturity date under the Senior Secured Facility was extended by under one year from October 17, 2029 to August 12, 2030. The unused commitment fee was reduced from 0.375% to 0.325%. The covenants and representations and warranties the Company is required to comply with were also modified (with changes including, among other things, that the minimum shareholders’ equity test was reset), but the remaining terms and conditions of the Senior Secured Facility remained substantially the same. The Senior Secured Facility continues to include usual and customary events of default for senior secured revolving credit facilities of this type.
On March 6, 2026, the Company utilized the accordion feature of the Senior Secured Facility and increased lender commitments from $3.453 billion to $3.828 billion. Loans under the Senior Secured Facility denominated in US dollars will bear interest, at the Company’s option, at the base rate plus a spread of 0.525%, 0.650% or 0.775% or the term Secured Overnight Financing Rate ("SOFR") rate plus a credit spread adjustment of 0.10% and spread of 1.525%, 1.650% or 1.775%, in each case, with such spread being determined based on the total amount of the gross borrowing base relative to the total combined debt amount, as of the date of determination. Loans under the Senior Secured Facility denominated in currencies other than US dollars will bear interest at certain local rates consistent with market standards. Interest on loans denominated in U.S. dollars is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of the applicable interest period in the case of loans bearing interest at the term SOFR rate (or at each three month interval in the case of loans with interest periods greater than three months). Interest on loans denominated in currencies other than US dollars is due and payable in a manner consistent with market standards. The Company is also obligated to pay other customary closing fees, arrangement fees, administration fees, commitment fees and letter of credit fees for credit facilities of this size and type. The Company’s obligations to the lenders under the Senior Secured Facility are secured by a first priority security interest in substantially all of the Company’s assets. In connection with the Senior Secured Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for senior secured revolving credit facilities of this type. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio (calculated on a basis consistent with the 1940 Act). The Senior Secured Facility contains usual and customary events of default for senior secured revolving credit facilities of this type. Upon the occurrence and during the continuation of an event of default, JPMorgan Chase Bank, N.A. may terminate the commitments and declare the outstanding advances and all other obligations under the Senior Secured Facility immediately due and payable. The Senior Secured Facility also provides for the issuance of letters of credit up to an aggregate amount of $200 million. As of March 31, 2026 and December 31, 2025, the Company had $25,893 and $23,735, respectively, in standby letters of credit issued through the Senior Secured Facility. The amount available for borrowing under the Senior Secured Facility is reduced by any standby letters of credit issued through the Senior Secured Facility. Under GAAP, these letters of credit are considered commitments because no funding has been made and as such are not considered a liability. These letters of credit are not senior securities because they are not in the form of a typical financial guarantee and the portfolio companies are obligated to refund any drawn amounts. The available remaining capacity under the Senior Secured Facility was $3,735,646 and $3,157,068 as of March 31, 2026 and December 31, 2025, respectively. Terms used in this disclosure have the meanings set forth in the Senior Secured Facility agreement.
As of March 31, 2026, the Company was in compliance with all covenants and other requirements of the Senior Secured Facility.
SPV Financing Facilities
The following wholly-owned subsidiaries of the Company have entered into secured financing facilities, as described below: Cardinal Funding LLC, Mallard Funding LLC, Grouse Funding LLC, Warbler Funding Facility, Toucan Funding LLC and Bald Eagle Funding LLC, which are collectively referred to as the "SPVs," and the secured financing facilities described below are collectively referred to as the "SPV Financing Facilities."
The obligations of each SPV to the lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of the applicable SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the applicable SPV.
In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.
As of March 31, 2026, the Company was in compliance with all covenants and other requirements of the SPV Financing Facilities.
Cardinal Funding LLC
On January 7, 2022 (the "Cardinal Closing Date"), Cardinal Funding LLC ("Cardinal Funding"), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit and Security Agreement (the "Cardinal Funding Secured Credit Facility"), with Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.
The maximum principal amount of the Cardinal Funding Secured Credit Facility as of the Cardinal Closing Date is $500 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Cardinal Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. Amounts drawn under the Cardinal Funding Secured Credit Facility, will bear interest at the Term SOFR Reference Rate, the Canadian Dollar Offered Rate ("CDOR"), Sterling Overnight Index Average ("SONIA") Rate, or the Euro Interbank Offered Rate ("EURIBOR"), all together (the "Applicable Reference Rate"), in each case, plus a margin. Advances used to finance the purchase or origination of broadly syndicated loans under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 1.70%. Advances used to finance the purchase or origination of private credit loans under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.20%. Advances used to finance the purchase or origination of any other eligible loans under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.45%. After the expiration of a three-year reinvestment period, the applicable margin on outstanding advances will be increased by 0.50% per annum. All amounts outstanding under the Cardinal Funding Secured Credit Facility must be repaid by the date that is five years after the Cardinal Closing Date of the Cardinal Funding Secured Credit Facility. The contractual maturity date of the Cardinal Funding Secured Credit Facility is January 7, 2027.
On April 7, 2022, Cardinal Funding, entered into Amendment No. 1 (the "First Cardinal Funding Amendment"), by and among Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.
The First Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to (i) increase the additional aggregate commitment size which Cardinal Funding can request from the lenders under the Cardinal Funding Secured Credit Facility from $750 million to $1.350 billion, (ii) add a new revolving lender to the Cardinal Funding Secured Credit Facility and (iii) allow Cardinal Funding to finance bonds under the Cardinal Funding Secured Credit Facility. Advances used to finance bonds under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.0%.
On December 9, 2022, Cardinal Funding entered into Amendment No. 4 (the "Fourth Cardinal Funding Amendment") by and among Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.
The Fourth Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to (i) increase the aggregate commitment under the Cardinal Funding Secured Credit Facility from $500 million to $800 million and (ii) modify the interest rate charged under the Cardinal Funding Secured Credit Facility.
Advances made with respect to "Private Credit Loans" (as defined in the Cardinal Funding Secured Credit Facility) will, prior to the Commitment Termination Date, bear interest at the Applicable Reference Rate plus a spread of 2.75% and, following the Commitment Termination Date, bear interest at the Applicable Reference Rate plus a spread of 3.25%.
On July 19, 2024, Cardinal Funding entered into Amendment No. 6 (the "Sixth Cardinal Funding Amendment") by and among Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.
The Sixth Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to, among other things, (i) extend the end of the revolving period to July 19, 2027, (ii) extend the maturity date to July 19, 2029 and (iii) modify the interest rate charged under the Cardinal Funding Secured Credit Facility to (x) with respect to broadly syndicated loans and bonds, the applicable reference rate plus a spread of 1.60% and (y) for private credit loans and all other assets, the applicable reference rate plus a spread that varies depending on the discount margin for such assets, as calculated by the administrative agent on a quarterly basis.
On December 8, 2025, Cardinal Funding entered into Amendment No. 7 (the "Seventh Cardinal Funding Amendment") by and among Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders party thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.
The Seventh Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to (i) increase the aggregate commitment under the Cardinal Funding Secured Credit Facility from $800 million to $1.200 billion, (ii) extend the revolving period, to on or about January 8, 2029, (iii) extend the maturity date, to on or about January 8, 2031, (iv) modify the interest rate charged under the Cardinal Funding Secured Credit Facility on advances, prior to the Commitment Termination Date, to the applicable reference rate plus a spread of the greater of (a) 1.70% per annum and (b) in respect of (x) broadly syndicated loans and bonds, 1.45% per annum and (y) a private credit loans and all other assets, 1.85% per annum, and (v) modify the Maximum Advance Rate (a) if the Diversity Score is 20 or greater and less than 25, to 67.5% and (b) if the Diversity Score is 25 or greater, to 70%.
Mallard Funding LLC
On January 7, 2022 (the "Mallard Closing Date"), Mallard Funding LLC ("Mallard Funding"), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Loan and Servicing Agreement (the "Mallard Funding Loan and Servicing Agreement"), with Mallard Funding, as borrower, the Company, in its capacity as servicer and in its capacity as transferor, the lenders from time to time parties thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, account bank and collateral custodian.
The maximum principal amount of the Mallard Funding Loan and Servicing Agreement as of the Mallard Closing Date is $500 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Mallard Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. Under the Mallard Funding Loan and Servicing Agreement, Mallard Funding is permitted to borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Mallard Funding Loan and Servicing Agreement, will bear interest at Adjusted Term SOFR, the CDOR, Daily Simple SONIA or the EURIBOR (the "Mallard Funding Applicable Reference Rate"), in each case, plus a margin.
Advances used to finance the purchase or origination of broadly syndicated loans under the Mallard Funding Loan and Servicing Agreement initially bore interest at the Mallard Funding Applicable Reference Rate plus a spread of (x) during the nine months subsequent to the Mallard Closing Date (the "Ramp-Up Period"), 1.60%, (y) after the end of the Ramp-Up Period and prior to the Mallard Funding Commitment Termination Date (as defined by the Mallard Funding Loan and Servicing Agreement), 2.00% and (z) after the Mallard Funding Commitment Termination Date, 2.25%.
Advances used to finance the purchase or origination of middle market loans under the Mallard Funding Loan and Servicing Agreement initially bore interest at the Mallard Funding Applicable Reference Rate plus a spread of (x) prior to the Mallard Funding Commitment Termination Date, 2.00% and (y) after the Mallard Funding Commitment Termination Date, 2.25%. All amounts outstanding under the Mallard Funding Loan and Servicing Agreement must be repaid by the date that is five years after the Mallard Closing Date of the Mallard Funding Loan and Servicing Agreement. The contractual maturity date under the Mallard Funding Loan and Servicing Agreement is January 7, 2027.
On March 18, 2022, Mallard Funding entered into Amendment No. 1 (the "First Mallard Funding Amendment"), by and among Mallard Funding, as borrower, the Company, in its capacity as servicer and as transferor, each lender party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, account bank and collateral custodian. The First Mallard Funding Amendment amended the Mallard Funding Loan and Servicing Agreement to (i) allow Mallard Funding to borrow amounts in Australian dollars and (ii) allow amounts drawn to bear interest at the BBSY Rate.
On September 19, 2024, Mallard Funding entered into the Fourth Amendment (the "Fourth Mallard Funding Credit Facility Amendment") to the Mallard Funding Loan and Servicing Agreement, dated as of January 7, 2022, by and among Mallard Funding, as borrower, the Company, in its capacity as servicer and in its capacity as transferor, the lenders from time to time parties thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, collateral custodian and account bank.
The Fourth Mallard Funding Credit Facility Amendment amended the Mallard Funding Loan and Servicing Agreement to, among other things, (i) extend the end of the revolving period to September 20, 2027, (ii) extend the maturity date to September 19, 2029 and (iii) modify the interest rate charged under the Mallard Funding Loan and Servicing Agreement to (x) during the Reinvestment Period, 2.00% and (y) during the Amortization Period, 2.25%.
On November 25, 2025, Mallard Funding entered into the Sixth Amendment (the "Sixth Mallard Funding Credit Facility Amendment") to the Mallard Funding Loan and Servicing Agreement, dated as of January 7, 2022, by and among Mallard Funding, as borrower, the Company, in its capacity as servicer and in its capacity as transferor, the lenders from time to time parties thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, collateral custodian and account bank.
The Sixth Mallard Funding Credit Facility Amendment amends the Mallard Funding Loan and Servicing Agreement to, among other things, (i) increase the maximum facility size from $500 million to $900 million, (ii) extend the end of the revolving period to September 20, 2027 to November 27, 2028, (iii) extend the maturity date from September 19, 2029 to November 25, 2030, (iv) modify the interest rate charged under the Mallard Funding Loan and Servicing Agreement to (x) decrease the applicable margin during the revolving period to (x) 1.60% for all liquid credit loan assets and (y) 1.85% for all private credit assets, provided that the total applicable margin is not less than 1.80% per annum and (v) increase the maximum portfolio advance rate from 65% to 67.5%.
Grouse Funding LLC
On July 7, 2022 (the "Grouse Closing Date"), Grouse Funding LLC ("Grouse Funding"), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit Agreement (the "Grouse Funding Secured Credit Facility"), with Grouse Funding, as borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA, as syndication agent and administrative agent, State Street Bank and Trust Company, as collateral agent and collateral custodian, and Virtus Group, LP, as collateral administrator.
From time to time, the Company expects to sell and contribute certain investments to Grouse Funding pursuant to a Sale and Contribution Agreement, dated as of the Grouse Closing Date, by and between the Company and Grouse Funding. No gain or loss will be recognized as a result of the contribution. Proceeds from the Grouse Funding Secured Credit Facility will be used to finance the origination and acquisition of eligible assets by Grouse Funding, including the purchase of such assets from the Company. We retain a residual interest in assets contributed to or acquired by Grouse Funding through our ownership of Grouse Funding. The maximum principal amount of the Grouse Funding Secured Credit Facility as of the Grouse Closing Date is $250 million, which can be drawn in U.S. Dollars subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Grouse Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.
The Grouse Funding Secured Credit Facility provides for the ability to draw and redraw revolving loans under the Grouse Funding Secured Credit Facility for a period of up to three years after the Grouse Closing Date unless the commitments are terminated sooner as provided in the Grouse Funding Secured Credit Facility (the "Commitment Termination Date"). Unless otherwise terminated, the Grouse Funding Secured Credit Facility will mature on the date which is five years after the Grouse Closing Date (the "Final Maturity Date"). Prior to the Commitment Termination Date, proceeds received by Grouse Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. Following the Commitment Termination Date but prior to the Final Maturity Date, proceeds received by Grouse Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, as well as principal on outstanding borrowings in accordance with the terms of the Grouse Funding Secured Credit Facility, and the excess may be returned to the Company, subject to certain conditions. On the Final Maturity Date, Grouse Funding must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
Under the Grouse Funding Secured Credit Facility, Grouse Funding is permitted to borrow amounts in U.S. dollars. Amounts drawn under the Grouse Funding Secured Credit Facility will bear interest at Term SOFR plus a margin. Advances used to finance the purchase or origination of broadly syndicated loans under the Grouse Funding Secured Credit Facility initially bear interest at Term plus a spread of 2.40%, except that following the application of a rebate amount the spread on broadly syndicated loans shall be 1.85%. Advances used to finance the purchase or origination of bonds or loans that are not broadly syndicated loans, that in either case have an EBITDA of $100 million or above, under the Grouse Funding Secured Credit Facility initially bear interest at Term plus a spread of 2.15%. Advances used to finance the purchase or origination of any other eligible loans or bonds under the Grouse Funding Secured Credit Facility initially bear interest at Term plus a spread of 2.40%. The Grouse Funding Secured Credit Facility contains customary covenants, including certain limitations on the activities of Grouse Funding, including limitations on incurrence of incremental indebtedness, and customary events of default. The Grouse Funding Secured Credit Facility is secured by a perfected first priority security interest in the assets of Grouse Funding and on any payments received by Grouse Funding in respect of those assets. Assets pledged to the lenders under the Grouse Funding Secured Credit Facility will not be available to pay the debts of the Company.
On January 30, 2025 (the "First Grouse Funding Amendment Date"), Grouse Funding entered into the First Amendment (the "First Grouse Credit Facility Amendment") to the Grouse Funding Secured Credit Facility, dated as of July 7, 2022, by and among Grouse Funding, as borrower, the Company, as investment manager and as guarantor, the lenders from time to time party thereto, Goldman Sachs Bank USA, as syndication agent and administrative agent, State Street Bank and Trust Company, as collateral custodian and collateral agent, and Virtus Group, LP, as collateral administrator.
The First Grouse Credit Facility Amendment amends the Grouse Funding Secured Credit Facility to, among other things, (i) reduce the interest charges on the loans, (ii) increase the maximum commitment amount to $500 million, (iii) extend the reinvestment period to three years after the First Grouse Funding Amendment Date and (iv) extend the scheduled maturity date to five years after the First Grouse Funding Amendment Date.
On March 12, 2026 (the "Second Grouse Funding Amendment Date"), Grouse Funding entered into the Second Amendment (the "Second Grouse Credit Facility Amendment") to the Grouse Funding Secured Credit Facility, dated as of July 7, 2022, by and among Grouse Funding, as borrower, the Company, as investment manager and as guarantor, the lenders from time to time party thereto, Goldman Sachs Bank USA, as syndication agent and administrative agent, State Street Bank and Trust Company, as collateral custodian and collateral agent, and Virtus Group, LP, as collateral administrator.
The Second Grouse Credit Facility Amendment amends the Grouse Funding Secured Credit Facility to, among other things, (i) increase the maximum facility amount from $500 million to $1.000 billion, (ii) extend the reinvestment period from January 30, 2028 to the date that is three years after the Second Grouse Funding Amendment Date, and (iii) extend the maturity period from January 30, 2030 to the date that is five years after the Second Grouse Funding Amendment Date.
Warbler Funding LLC
On October 10, 2025 (the "Warbler Funding Closing Date"), Warbler Funding LLC ("Warbler Funding"), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Loan and Security Agreement (the "Warbler Funding Loan and Security Agreement"), with Warbler Funding, as borrower, the Company, in its capacity as equity holder, the lenders from time to time parties thereto, Wells Fargo Bank, National Association, as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent.
From time to time, the Company expects to sell and contribute certain investments to Warbler Funding pursuant to a Loan Sale Agreement, dated as of the Warbler Funding Closing Date, by and between the Company and Warbler Funding. No gain or loss will be recognized as a result of the contribution. Proceeds from the Warbler Funding Loan and Security Agreement will be used to finance the origination and acquisition of eligible assets by Warbler Funding, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Warbler Funding through our ownership of Warbler Funding. The maximum principal amount of the Warbler Funding Loan and Security Agreement as of the Warbler Funding Closing Date is $500 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Warbler Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. The Warbler Funding Loan and Security Agreement contains an accordion provision that permits an increase to the maximum principal amount up to $650 million.
The Warbler Funding Loan and Security Agreement provides for the ability to draw and redraw revolving loans under the Warbler Funding Loan and Security Agreement for a period of up to three years after the Warbler Funding Closing Date unless the commitments are terminated sooner as provided in the Warbler Funding Loan and Security Agreement (the "Warbler Funding Commitment Termination Date"). Unless otherwise terminated, the Warbler Funding Loan and Security Agreement will mature on the date which is five years after the Warbler Funding Closing Date (the "Warbler Funding Final Maturity Date"). Prior to the Warbler Funding Commitment Termination Date, proceeds received by Warbler Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. Following the Warbler Funding Commitment Termination Date but prior to the Warbler Funding Final Maturity Date, proceeds received by Warbler Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, as well as principal on outstanding borrowings in accordance with the terms of the Warbler Funding Loan and Security Agreement, and the excess may be returned to the Company, subject to certain conditions. On the Warbler Funding Final Maturity Date, Warbler Funding must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
Under the Warbler Funding Loan and Security Agreement, Warbler Funding is permitted to borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Warbler Funding Loan and Security Agreement, will bear interest, depending on the currency drawn, at Daily Simple , Term CORRA, Daily Simple SONIA or EURIBOR (the "Warbler Funding Applicable Reference Rate"), in each case, plus a margin of 1.90%. The Warbler Funding Loan and Security Agreement contains customary covenants, including certain limitations on the activities of Warbler Funding, including limitations on incurrence of incremental indebtedness and customary events of default. The Warbler Funding Loan and Security Agreement is secured by a perfected first priority security interest in the assets of Warbler Funding and on any payments received by Warbler Funding in respect of those assets. Assets pledged to the lenders under the Warbler Funding Loan and Security Agreement will not be available to pay the debts of the Company.
On February 10, 2026, Warbler Funding entered into Amendment No. 1 (the "First Warbler Funding Loan and Security Agreement Amendment") to the Warbler Funding Loan and Security Agreement, dated as of October 10, 2025, by and among Warbler Funding, as borrower, the Company, as collateral manager and as equityholder, the lenders from time to time parties thereto, Wells Fargo Bank, National Association, as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent.
The First Warbler Funding Loan and Security Agreement Amendment amends the Warbler Funding Loan and Security Agreement to (i) increase the maximum facility amount from $500 million to $1.000 billion and (ii) increase the minimum equity amount from $175 million to $300 million.
Toucan Funding LLC
On December 19, 2025 (the "Toucan Closing Date"), Toucan Funding LLC ("Toucan Funding"), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Revolving Credit and Security Agreement (the "Toucan Funding Credit Agreement"), with Toucan Funding, as borrower, the Company, in its capacity as collateral manager, the lenders from time to time parties thereto, Truist Bank, as administrative agent and swingline lender, Truist Securities, Inc., as lead arranger, Citibank, N.A., as collateral agent, document custodian and custodian, and Virtus Group, LP, as collateral administrator.
From time to time, the Company expects to sell and contribute certain investments to Toucan Funding pursuant to a Purchase and Contribution Agreement, dated as of the Toucan Closing Date, by and between the Company and Toucan Funding. No gain or loss will be recognized as a result of any such sale or contribution. Proceeds from the Toucan Funding Credit Agreement will be used to finance the origination and acquisition of eligible assets by Toucan Funding, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Toucan Funding through its ownership of Toucan Funding. The maximum principal amount of the Toucan Funding Credit Agreement as of the Toucan Closing Date is $600 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to a borrowing base, which is determined on the basis of the value and types of Toucan Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. The Toucan Funding Credit Agreement contains an accordion provision that permits an increase to the maximum principal amount up to $1.000 billion.
The Toucan Funding Credit Agreement provides for the ability to draw and redraw revolving loans under the Toucan Funding Credit Agreement for a period of up to three years after the Toucan Closing Date unless the commitments are terminated sooner as provided in the Toucan Funding Credit Agreement (the "Toucan Funding Scheduled Reinvestment Period End Date"). Unless otherwise terminated, the Toucan Funding Credit Agreement will mature on the date which is five years after the Toucan Closing Date (the "Toucan Funding Final Maturity Date"). Prior to the Toucan Funding Scheduled Reinvestment Period End Date, proceeds received by Toucan Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. Following the Toucan Funding Scheduled Reinvestment Period End Date but prior to the Toucan Funding Final Maturity Date, proceeds received by Toucan Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, as well as principal on outstanding borrowings in accordance with the terms of the Toucan Funding Credit Agreement, and the excess may be returned to the Company, subject to certain conditions. On the Toucan Funding Final Maturity Date, Toucan Funding must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
Under the Toucan Funding Credit Agreement, Toucan Funding is permitted to borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Toucan Funding Credit Agreement, will bear interest, depending on the advance type, at the applicable benchmark rate (which, for U.S. dollar advances, is one-month Term SOFR), in each case, plus an applicable margin of 1.60% per annum, which applicable margin will increase by 0.125% per annum after the Toucan Funding Scheduled Reinvestment Period End Date. The Toucan Funding Credit Agreement contains customary covenants, including certain limitations on the activities of Toucan Funding, including limitations on incurrence of incremental indebtedness and customary events of default. The Toucan Funding Credit Agreement is secured by a perfected first priority security interest in the assets of Toucan Funding and on any payments received by Toucan Funding in respect of those assets. Assets pledged to the lenders under the Toucan Funding Credit Agreement will not be available to pay the debts of the Company.
Bald Eagle Funding LLC
On March 9, 2026 (the "Bald Eagle Closing Date"), Bald Eagle Funding LLC ("Bald Eagle Funding"), a Delaware limited liability company and newly formed wholly-owned subsidiary of the Company, entered into a credit agreement (the "Bald Eagle Funding Credit Agreement"), with Bald Eagle Funding, as borrower, Bank of America, N.A., as administrative agent (the "Bald Eagle Administrative Agent"), Citibank, N.A., as collateral agent and collateral custodian, Virtus Group, LP, as collateral administrator and the lenders party thereto (the "Bald Eagle Lenders"). From time to time Bald Eagle Funding expects to use amounts borrowed under the Bald Eagle Funding Credit Agreement to acquire eligible assets from the Company composed primarily of first priority corporate loans pursuant to the terms of the Bald Eagle Funding Loan Sale Agreement (as defined below), which may be pledged as collateral for future collateralized loan obligation transactions managed by the Company or its affiliates. The Company retains a residual interest in assets acquired by Bald Eagle Funding through its ownership of the limited liability company interests in Bald Eagle Funding. The maximum principal amount of the Bald Eagle Funding Credit Agreement, which can be drawn upon by Bald Eagle Funding subject to certain conditions in the Bald Eagle Funding Credit Agreement, is $500 million as of the Bald Eagle Closing Date.
The Bald Eagle Funding Credit Agreement, which provides for the ability to draw and re-draw revolving loans, will mature on the date which is three years after the Bald Eagle Closing Date unless otherwise terminated or extended. Amounts drawn under the Bald Eagle Funding Credit Agreement will bear interest at the daily secured overnight financing rate published by the Federal Reserve Bank of New York plus a spread of 1.35%.
Pursuant to a collateral management agreement dated as of the Bald Eagle Closing Date (the "Bald Eagle Funding Collateral Management Agreement"), by and between Bald Eagle Funding and the Company, the Company was appointed as collateral manager of Bald Eagle Funding. The Company is not entitled to receive a fee for its services under the Bald Eagle Funding Collateral Management Agreement.
Additionally, under the terms of a loan sale agreement dated as of the Bald Eagle Closing Date (the "Bald Eagle Funding Loan Sale Agreement") by and between Bald Eagle Funding and the Company, the Company transferred to Bald Eagle Funding a portion of its ownership interest in such loans, which were pledged to the Bald Eagle Lenders pursuant to the Bald Eagle Funding Credit Agreement.
CLO Transactions
ADS CLO 1 Debt Securitization
On October 9, 2024 (the "ADS CLO 1 Closing Date") the Company completed a $754.7 million term debt securitization (the "ADS CLO 1 Debt Securitization"). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements.
On the ADS CLO 1 Closing Date and in connection with the ADS CLO 1 Debt Securitization, ADS CLO 1 LLC (the "ADS CLO 1 Issuer"), an indirect, wholly-owned, consolidated subsidiary of the Company, entered into a Purchase and Placement Agency Agreement (the "ADS CLO 1 Purchase and Placement Agreement") with Morgan Stanley & Co. LLC, as the initial purchaser and placement agent, and Apollo Global Securities, LLC, as co-placement agent, pursuant to which the Issuer agreed to sell certain of the notes to the initial purchaser to be issued as part of the ADS CLO 1 Debt Securitization pursuant to an indenture by and between the ADS CLO 1 Issuer and Deutsche Bank National Trust Company, as trustee (the "ADS CLO 1 Indenture").
The notes offered in the ADS CLO 1 Debt Securitization consist of $450 million of AAA(sf)/Aaa(sf) Class A-1 Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month plus 1.35% (the "Class A-1 Notes"); $30 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month plus 1.80% (the "Class A-2 Notes"); $112.5 million of A(sf) Class B Senior Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month plus 2.15% (the "Class B Notes"); $45 million of BBB-(sf) Class C Senior Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month plus 3.35% (the "Class C Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "ADS CLO 1 Secured Notes"). Additionally, on the ADS CLO 1 Closing Date, the CLO Issuer issued $117.2 million of Subordinated Notes due 2036 (the "ADS CLO 1 Subordinated Notes" and, collectively with the Secured Notes, the "ADS CLO 1 Notes"), which do not bear interest.
The ADS CLO 1 Debt Securitization is backed by a diversified portfolio of broadly syndicated commercial loans. The debt is scheduled to mature on October 15, 2036; however, the ADS CLO 1 Notes may be redeemed by the ADS CLO 1 Issuer, at the direction of ADS CLO 1 Depositor LLC ("ADS CLO 1 Retention Holder"), a wholly-owned, consolidated subsidiary of the Company, as owner of a majority of the ADS CLO 1 Subordinated Notes, on any business day after October 15, 2026. The ADS CLO 1 Retention Holder acts as retention holder in connection with the ADS CLO 1 Debt Securitization for the purposes of satisfying certain U.S. regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the ADS CLO 1 Subordinated Notes. The Company, through the ADS CLO 1 Retention Holder, has retained 100% of the Class A-2 Notes, the Class B Notes, the Class C Notes and the ADS CLO 1 Subordinated Notes issued in the ADS CLO 1 Debt Securitization.
The ADS CLO 1 Issuer intends to use the proceeds from the ADS CLO 1 Debt Securitization to, among other things, purchase certain loans ("ADS CLO 1 Collateral Obligations") from time to time on and after the ADS CLO 1 Closing Date from the Company pursuant to a master loan sale agreement entered into on the ADS CLO 1 Closing Date (the "ADS CLO 1 Loan Sale Agreement") among the Company, the ADS CLO 1 Retention Holder and the ADS CLO 1 Issuer. Under the terms of the ADS CLO 1 Loan Sale Agreement that provide for the sale of ADS CLO 1 Collateral Obligations to the ADS CLO 1 Issuer, the Company will transfer to the ADS CLO 1 Retention Holder, and the ADS CLO 1 Retention Holder will transfer to the ADS CLO 1 Issuer, a portion of its ownership interest in the ADS CLO 1 Collateral Obligations securing the ADS CLO 1 Debt Securitization for the purchase price and other consideration set forth in the ADS CLO 1 Loan Sale Agreement from time to time on and after the ADS CLO 1 Closing Date. Following these transfers, ADS CLO 1 Issuer, and not the ADS CLO 1 Retention Holder or the Company, will hold all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the ADS CLO 1 Loan Sale Agreement. The ADS CLO 1 Secured Notes are the secured obligation of the ADS CLO 1 Issuer, the ADS CLO 1 Subordinated Notes are the unsecured obligations of the ADS CLO 1 Issuer, and the ADS CLO 1 Indenture governing the ADS CLO 1 Notes include customary covenants and events of default. The ADS CLO 1 Notes have not been, and will not be, registered under the Securities Act or any state securities or "blue sky" laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The Company serves as collateral manager to the ADS CLO 1 Issuer under a collateral management agreement entered into on the ADS CLO 1 Closing Date (the "ADS CLO 1 Collateral Management Agreement"). Pursuant to the ADS CLO 1 Collateral Management Agreement, so long as the Company is the collateral manager, the collateral management fee will equal 0.0% per annum of the fee basis amount.
ADL CLO 1 Debt Securitization
On May 28, 2025 (the "ADL CLO 1 Closing Date"), the Company completed a $496 million term debt securitization (the "ADL CLO 1 Debt Securitization").
In connection with the ADL CLO 1 Debt Securitization, a credit facility entered into on February 18, 2025 among the ADL CLO 1 Issuer (f/k/a Bluejay Funding LLC), the Company, as collateral manager and equity investor and BNP Paribas, as administrative agent and lender, proceeds from which were used to fund the acquisition of certain ADL CLO 1 Collateral Obligations, was paid in full and terminated.
The notes issued as part of the ADL CLO 1 Debt Securitization consist of $126 million of AAA(sf)/AAA(sf) Class A-1a Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month secured overnight financing rate published by plus 1.67% (the "2025 Class A-1a Notes"); $10 million of AAA(sf)/AAA(sf) Class A-1b Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month plus 1.90% (the "2025 Class A-1b Notes"); $30 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month plus 2.10% (the "2025 Class A-2 Notes"); $40 million of A(sf) Class B Senior Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month plus 3.15% (the "2025 Class B Notes"); $30 million of BBB-(sf) Class C Senior Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month plus 4.50% (the "2025 Class C Notes" and together with the 2025 Class A-1a Notes, the 2025 Class A-1b Notes, the 2025 Class A-2 Notes and the 2025 Class B Notes, the "ADL CLO 1 Secured Notes"). Additionally, on the ADL CLO 1 Closing Date, the ADL CLO 1 CLO Issuer issued $86 million of Subordinated Notes due 2125 (the "ADL CLO 1 Subordinated Notes"), which do not bear interest. The ADL CLO 1 Secured Notes together with the 2025 Subordinated Notes are collectively referred to herein as the "ADL CLO 1 Notes."
Additionally, the ADL CLO 1 Issuer incurred certain loans as part of the ADL CLO 1 Debt Securitization, consisting of $114 million of AAA(sf)/AAA(sf) Class A-1a-L1 Loans due 2037, which bear interest at the three-month plus 1.67% (the "2025 Class A-1a-L1 Loans"); $50 million of AAA(sf)/AAA(sf) Class A-1a-L2 Loans due 2037, which bear interest at the three-month plus 1.67% (the "2025 Class A-1a-L2 Loans"); and $10 million of AAA(sf) Class A-1b Loans due 2037, which bear interest at the three-month plus 1.90% (the "2025 Class A-1b Loans" and together with the 2025 Class A-1a-L1 Loans and the 2025 Class A-1a-L2 Loans, the "ADL CLO 1 Loans" and the ADL CLO 1 Loans together with the ADL CLO 1 Secured Notes, the "ADL CLO 1 Secured Debt" and ADL CLO 1 Secured Debt together with the ADL CLO 1 Subordinated Notes, the "ADL CLO 1 Debt") incurred by the ADL CLO 1 Issuer on the ADL CLO 1 Closing Date. The (i) 2025 Class A-1a-L1 Loans were incurred pursuant to a Class A-1a-L1 Credit Agreement among the 2025 CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "Class A-1a-L1 Credit Agreement"), (ii) 2025 Class A-1a-L2 Loans were incurred pursuant to a Class A-1a-L2 Credit Agreement among the 2025 CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "Class A-1a-L2 Credit Agreement"), and (iii) 2025 Class A-1b Loans were incurred pursuant to a Class A-1b Credit Agreement among the 2025 CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "Class A-1b Credit Agreement" and together with the Class A-1a-L1 Credit Agreement and the Class A-1a-L2 Credit Agreement, the "ADL CLO 1 Credit Agreements").
The ADL CLO 1 Debt Securitization is backed by a diversified portfolio consisting primarily of first-lien commercial loans. The ADL CLO 1 Secured Debt is scheduled to mature on July 15, 2037 and the ADL CLO 1 Subordinated Notes are scheduled to mature on July 15, 2125; however, the ADL CLO 1 Debt may be redeemed by the ADL CLO 1 Issuer, at the direction of ADL CLO 1 Depositor LLC (the "ADL CLO 1 Retention Provider"), a wholly-owned, consolidated subsidiary of the Company, as owner of a majority of the ADL CLO 1 Subordinated Notes, on any business day on or after May 28, 2027. The ADL CLO 1 Retention Provider acts as retention holder in connection with the ADL CLO 1 Debt Securitization for the purposes of satisfying certain U.S. regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the ADL CLO 1 Subordinated Notes. The Company, through the ADL CLO 1 Retention Provider, has retained 100% of the 2025 Class B Notes, the 2025 Class C Notes and the ADL CLO 1 Subordinated Notes issued in the ADL CLO 1 Debt Securitization.
The ADL CLO 1 CLO Issuer intends to use the proceeds from the ADL CLO 1 Debt Securitization to, among other things, purchase certain loans ("ADL CLO 1 Collateral Obligations") from time to time on and after the ADL CLO 1 Closing Date from the Company pursuant to a master loan sale agreement entered into on the ADL CLO 1 Closing Date (the "ADL CLO 1 Loan Sale Agreement") among the Company, the ADL CLO 1 Retention Provider and the ADL CLO 1 Issuer. Under the terms of the ADL CLO 1 Loan Sale Agreement that provide for the sale of ADL CLO 1 Collateral Obligations to the ADL CLO 1 Issuer, the Company will transfer to the ADL CLO 1 Retention Provider, and the ADL CLO 1 Retention Provider will transfer to the ADL CLO 1 Issuer, a portion of its ownership interest in the ADL CLO 1 Collateral Obligations securing the ADL CLO 1 Debt Securitization for the purchase price and other consideration set forth in the ADL CLO 1 Loan Sale Agreement from time to time on and after the ADL CLO 1 Closing Date. Following these transfers, the ADL CLO 1 Issuer, and not the ADS CLO 1 Retention Provider or the Company, will hold all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the ADL CLO 1 Loan Sale Agreement.
The ADL CLO 1 Secured Debt is the secured obligation of the ADL CLO 1 Issuer, the ADL CLO 1 Subordinated Notes are the unsecured obligations of the ADL CLO 1 Issuer, and the ADL CLO 1 Indenture and the ADL CLO 1 Credit Agreements governing the ADL CLO 1 Debt include customary covenants and events of default. The ADL CLO 1 Debt has not been, and will not be, registered under the Securities Act or any state securities or "blue sky" laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
ADS CLO 2 Debt Securitization
On August 12, 2025 (the "ADS CLO 2 Closing Date"), the Company completed a $502.1 million term debt securitization (the "ADS CLO 2 Debt Securitization").
In connection with the ADS CLO 2 Debt Securitization, a credit facility entered into on March 25, 2025 among the ADS CLO 2 Issuer (f/k/a Barn Owl Funding LLC), the Company, as collateral manager and subordinated investor and Bank of America, N.A., as lender, proceeds from which were used to fund the acquisition of certain ADS CLO 2 Collateral Obligations, was paid in full and terminated.
On the ADS CLO 2 Closing Date and in connection with the ADS CLO 2 Debt Securitization, ADS CLO 2 LLC (the "ADS CLO 2 Issuer"), an indirect, wholly-owned, consolidated subsidiary of the Company, entered into a note purchase and placement agreement with BofA Securities, Inc., as the initial purchaser (the "ADS CLO 2 Initial Purchaser") and Apollo Global Securities, LLC, as placement agent, pursuant to which the ADS CLO 2 Issuer agreed to sell certain of the notes to the ADS CLO 2 Initial Purchaser issued as part of the ADS CLO 2 Debt Securitization pursuant to an indenture by and between the ADS CLO 2 Issuer and U.S. Bank Trust Company, National Association, as trustee (the "ADS CLO 2 Indenture").
The notes issued as part of the ADS CLO 2 Debt Securitization consist of $300 million of AAA(sf)/Aaa(sf) Class A-1 Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month plus 1.30% (the "ADS CLO 2 Class A-1 Notes"); $30 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month plus 1.70% (the "ADS CLO 2 Class A-2 Notes"); $65 million of A(sf) Class B Senior Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month plus 1.80% (the "ADS CLO 2 Class B Notes"); $35 million of BBB-(sf) Class C Senior Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month plus 2.75% (the "ADS CLO 2 Class C Notes" and together with the ADS CLO 2 Class A-1 Notes, the ADS CLO 2 Class A-2 Notes and the ADS CLO 2 Class B Notes, the "ADS CLO 2 Secured Notes"). Additionally, on the ADS CLO 2 Closing Date, the ADS CLO 2 Issuer issued $72.1 million of Subordinated Notes due 2037 (the "ADS CLO 2 Subordinated Notes"), which do not bear interest. The ADS CLO 2 Secured Notes together with the ADS CLO 2 Subordinated Notes are collectively referred to herein as the "ADS CLO 2 Notes".
The ADS CLO 2 Debt Securitization is backed by a diversified portfolio consisting primarily of first-priority commercial loans. The ADS CLO 2 Notes are scheduled to mature on July 15, 2037; however, the ADS CLO 2 Notes may be redeemed by the ADS CLO 2 Issuer, at the direction of ADS CLO 2 Depositor LLC (the "ADS CLO 2 Retention Provider"), a wholly-owned, consolidated subsidiary of the Company, as owner of a majority of the ADS CLO 2 Subordinated Notes, on any business day on or after July 15, 2027. The ADS CLO 2 Retention Provider acts as retention holder in connection with the ADS CLO 2 Debt Securitization for the purposes of satisfying certain U.S. regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the ADS CLO 2 Subordinated Notes. The Company, through the ADS CLO 2 Retention Provider, has retained 100% of the ADS CLO 2 Class B Notes, the ADS CLO 2 Class C Notes and the ADS CLO 2 Subordinated Notes issued in the ADS CLO 2 Debt Securitization.
The ADS CLO 2 Issuer intends to use the proceeds from the ADS CLO 2 Debt Securitization to, among other things, purchase certain loans ("ADS CLO 2 Collateral Obligations") from time to time on and after the ADS CLO 2 Closing Date from the Company pursuant to a master loan sale agreement entered into on the ADS CLO 2 Closing Date (the "ADS CLO 2 Loan Sale Agreement") among the Company, the ADS CLO 2 Retention Provider and the ADS CLO 2 Issuer. Under the terms of the ADS CLO 2 Loan Sale Agreement that provide for the sale of ADS CLO 2 Collateral Obligations to the ADS CLO 2 Issuer, the Company will transfer to the ADS CLO 2 Retention Provider, and the ADS CLO 2 Retention Provider will transfer to the ADS CLO 2 Issuer, a portion of its ownership interest in the ADS CLO 2 Collateral Obligations securing the ADS CLO 2 Debt Securitization for the purchase price and other consideration set forth in the ADS CLO 2 Loan Sale Agreement from time to time on and after the ADS CLO 2 Closing Date. Following these transfers, the ADS CLO 2 Issuer, and not the ADS CLO 2 Retention Provider or the Company, will hold all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the ADS CLO 2 Loan Sale Agreement.
The ADS CLO 2 Secured Notes are the secured obligation of the ADS CLO 2 Issuer, the ADS CLO 2 Subordinated Notes are the unsecured obligations of the ADS CLO 2 Issuer, and the ADS CLO 2 Indenture governing the ADS CLO 2 Notes include customary covenants and events of default. The ADS CLO 2 Notes have not been, and will not be, registered under the Securities Act or any state securities or "blue sky" laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The Company serves as collateral manager to the ADS CLO 2 Issuer under a collateral management agreement entered into on the ADS CLO 2 Closing Date (the "ADS CLO 2 Collateral Management Agreement"). Pursuant to the ADS CLO 2 Collateral Management Agreement, so long as the Company is the collateral manager, the collateral management fee will equal 0.0% per annum of the fee basis amount.
ADL CLO 2 Debt Securitization
On October 29, 2025 (the "ADL CLO 2 Closing Date"), the Company completed a $702.2 million term debt securitization (the "ADL CLO 2 Debt Securitization"). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements.
On the ADL CLO 2 Closing Date and in connection with the ADL CLO 2 Debt Securitization, ADL CLO 2 LLC (the "CLO Issuer"), an indirect, wholly-owned, consolidated subsidiary of the Company, entered into a placement agency agreement (the "CLO Placement Agreement") with RBC Capital Markets, LLC, as the placement agent (the "Placement Agent") and Apollo Global Securities, LLC, as co-placement agent (the "Co-Placement Agent"), pursuant to which the Placement Agent and the Co-Placement Agent agreed to place certain of the notes issued by the CLO Issuer as part of the ADL CLO 2 Debt Securitization pursuant to an indenture by and between the CLO Issuer and U.S. Bank Trust Company, National Association, as collateral trustee (the "CLO Indenture").
The notes issued as part of the ADL CLO 2 Debt Securitization consist of $0 of AAA(sf) Class A-1a Senior Secured Floating Rate Notes due 2037, which bear interest at plus 1.45% (the "ADL CLO 2 Class A-1a Notes"); $14 million of AAA(sf) Class A-1b Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month plus 1.65% (the "ADL CLO 2 Class A-1b Notes"); $30 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month plus 1.85% (the "ADL CLO 2 Class A-2 Notes"); $56 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month plus 2.20% (the "ADL CLO 2 Class B Notes"); $42 million of BBB-(sf) Class C Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month plus 3.20% (the "ADL CLO 2 Class C Notes" and together with the Class A-1a Notes, the Class A-1b Notes, the Class A-2 Notes and the Class B Notes, the "ADL CLO 2 Secured Notes"). Additionally, on the ADL CLO 2 Closing Date, the CLO Issuer will issue $128.2 million of Subordinated Notes due 2125 (the "ADL CLO 2 Subordinated Notes"), which do not bear interest. The Secured Notes together with the Subordinated Notes are collectively referred to herein as the "ADL CLO 2 Notes".
Additionally, the CLO Issuer incurred certain loans as part of the ADL CLO 2 Debt Securitization, consisting of $398.5 million of AAA(sf) Class A-1a-L1 Loans due 2037, which bear interest at the three-month plus 1.45% (the "ADL CLO 2 Class A-1a-L1 Loans"); $7.5 million of AAA(sf) Class A-1a-L2 Loans due 2037, which bear interest at the three-month plus 1.45% (the "ADL CLO 2 Class A-1a-L2 Loans"); $14 million of AAA(sf) Class A-1b Loans due 2037, which bear interest at the three-month plus 1.65% (the "ADL CLO 2 Class A-1b Loans"); and $12 million of AA(sf) Class A-2 Loans due 2037, which bear interest at the three-month plus 1.85% (the "ADL CLO 2 Class A-2 Loans", and together with the Class A-1a-L1 Loans, the Class A-1a-L2 Loans and the Class A-2 Loans, the "Loans" and the Loans together with the Secured Notes, the "Secured Debt" and Secured Debt together with the Subordinated Notes, the "Debt") incurred by the CLO Issuer on the ADL CLO 2 Closing Date. The (i) Class A-1a-L1 Loans were incurred pursuant to a Class A-1a-L1 Credit Agreement among the CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "ADL CLO 2 Class A-1a-L1 Credit Agreement"), (ii) Class A-1a-L2 Loans were incurred pursuant to a Class A-1a-L2 Credit Agreement among the CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "ADL CLO 2 Class A-1a-L2 Credit Agreement"), (iii) Class A-1b Loans were incurred pursuant to a Class A-1b Credit Agreement among the CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "ADL CLO 2 Class A-1b Credit Agreement"), and (iv) Class A-2 Loans were incurred pursuant to a Class A-2 Credit Agreement among the CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "ADL CLO 2 Class A-2 Credit Agreement" and together with the Class A-1a-L1 Credit Agreement, the Class A-1a-L2 Credit Agreement and the Class A-1b Credit Agreement, the "CLO Credit Agreements").
The ADL CLO 2 Debt Securitization is backed by a diversified portfolio consisting primarily of first-lien commercial loans. The Secured Debt is scheduled to mature on October 15, 2037 and the Subordinated Notes are scheduled to mature on October 15, 2125; however, the Secured Debt may be redeemed by the CLO Issuer, at the direction of ADL CLO 2 Depositor LLC (the "CLO Retention Holder"), a wholly-owned, consolidated subsidiary of the Company, as owner of a majority of the Subordinated Notes, on any business day on or after October 15, 2027. The CLO Retention Holder acts as retention holder in connection with the ADL CLO 2 Debt Securitization for the purposes of satisfying certain U.S. regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. The Company, through the CLO Retention Holder, has retained 100% of the Class B Notes, the Class C Notes and the Subordinated Notes issued in the ADL CLO 2 Debt Securitization.
The CLO Issuer intends to use the proceeds from the ADL CLO 2 Debt Securitization to, among other things, purchase certain loans ("Collateral Obligations") from time to time on and after the ADL CLO 2 Closing Date from the Company pursuant to a master loan sale agreement entered into on the ADL CLO 2 Closing Date (the "Loan Sale Agreement") among the Company, the CLO Retention Holder and the CLO Issuer. Under the terms of the Loan Sale Agreement that provide for the sale of Collateral Obligations to the CLO Issuer, the Company will transfer to the CLO Retention Holder, and the CLO Retention Holder will transfer to the CLO Issuer, a portion of its ownership interest in the Collateral Obligations securing the ADL CLO 2 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement from time to time on and after the ADL CLO 2 Closing Date. Following these transfers, the CLO Issuer, and not the CLO Retention Holder or the Company, will hold all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the Loan Sale Agreement.
The Secured Debt is the secured obligation of the CLO Issuer, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and the CLO Credit Agreements governing the Secured Debt include customary covenants and events of default. The Secured Debt has not been, and will not be, registered under the Securities Act, or any state securities or "blue sky" laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the CLO Issuer under a collateral management agreement entered into on the ADL CLO 2 Closing Date (the "Collateral Management Agreement"). Pursuant to the Collateral Management Agreement, so long as the Company is the collateral manager, the collateral management fee will equal 0.0% per annum of the fee basis amount.
Foreign Currency Transactions and Translations The Company had the following foreign-denominated debt obligations outstanding as of March 31, 2026:
The Company had the following foreign-denominated debt obligations outstanding as of December 31, 2025:
Private Placement Bonds
2022 Series A Notes
On November 15, 2022, the Company priced an offering of $200 million in aggregate principal amount of Senior Unsecured Notes (the "2022 Series A Notes") to institutional investors in a private placement. The Notes are comprised of $62 million Senior Unsecured Notes due 2025 (the "December 2025 Notes"), $38 million Senior Unsecured Notes due 2026 (the "January 2026 Notes"), $82 million Senior Unsecured Notes due 2027 (the "December 2027 Notes"), and $18 million Senior Unsecured Notes due 2028 (the "January 2028 Notes"). The issuances of the 2022 Series A Notes occurred in two installments on December 21, 2022 and January 19, 2023. The December 2025 and January 2026 Notes have a fixed interest rate of 8.21% per annum and are due on December 21, 2025 and January 19, 2026, respectively. The December 2027 and January 2028 Notes have a fixed interest rate of 8.31% per annum and are due on December 21, 2027 and January 19, 2028, respectively. Interest on the Notes is due and payable semiannually. These interest rates are subject to increase (up to a maximum increase of 1.00% above the stated rate for each of the 2022 Series A Notes) in the event that, subject to certain exceptions, the 2022 Series A Notes cease to have an investment grade rating.
In connection with the 2022 Series A Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the December 2025 Notes, the Company receives a fixed interest rate of 4.02% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $62 million of the 2025 Notes. Under the interest rate swap agreement related to the January 2026 Notes, the Company receives a fixed interest rate of 3.97% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $38 million of the 2026 Notes. Under the interest rate swap agreement related to the December 2027 Notes, the Company receives a fixed interest rate of 3.67% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $82 million of the 2027 Notes. Under the interest rate swap agreement related to the January 2028 Notes, the Company receives a fixed interest rate of 3.65% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $18 million of the 2028 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
On October 1, 2025 and November 4, 2025, the Company paid off the December 2025 Notes and January 2026 Notes, respectively. The December 2027 Notes and January 2028 Notes are still outstanding as of March 31, 2026.
2023 Series A Notes
On August 10, 2023, the Company priced an offering of $650 million in aggregate principal amount of Senior Unsecured Notes (the "2023 Series A Notes") to institutional investors in a private placement. The 2023 Series A Notes are comprised of $226 million Senior Unsecured Notes due September 28, 2026 (the "September 2026 Notes"), $325 million Senior Unsecured Notes due September 28, 2028 (the "September 2028 Notes"), and €90 million Senior Unsecured Notes due September 28, 2026 (the "September 2026 Euronotes"). The 2023 Series A Notes were issued on September 28, 2023. The September 2026 Notes, September 2028 Notes and September 2026 Euronotes have fixed interest rates of 8.54%, 8.62%, and 7.02% per annum, respectively. Interest on the Notes is due and payable semiannually. These interest rates are subject to increase (up to a maximum increase of 1.00% above the stated rate for each of the September 2026 Notes, September 2028 Notes and September 2026 Euronotes) in the event that, subject to certain exceptions, the 2023 Series A Notes cease to have an investment grade rating. These interest rates are subject to increase (up to a maximum increase of 1.50% above the stated rate for each of the September 2026 Notes, September 2028 Notes and September 2026 Euronotes) in the event that, subject to certain exceptions, the Company’s secured debt ratio exceeds 60% up to August 31, 2024, and 55% subsequent to August 31, 2024. These interest rates are subject to increase (up to a maximum increase of 2.00% above the stated rate for each of the September 2026 Notes, September 2028 Notes and September 2026 Euronotes) in the event that, subject to certain exceptions, the 2023 Series A Notes cease to have an investment grade rating and the secured debt ratio event has occurred as disclosed above.
In connection with the 2023 Series A Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the September 2026 Notes, the Company receives a fixed interest rate of 8.54% per annum and pays a floating interest rate of three-month SOFR + 4.18% per annum on $226 million of the 2026 Notes. Under the interest rate swap agreement related to the September 2028 Notes, the Company receives a fixed interest rate of 8.62% per annum and pays a floating interest rate of three-month SOFR + 4.56% per annum on $325 million of the September 2028 Notes. Under the interest rate swap agreement related to the September 2026 Euronotes, the Company receives a fixed interest rate of 7.02% per annum and pays a floating interest rate of ESTR + 3.72% per annum on €90 million of the September 2026 Euronotes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
Unsecured Notes
2029 Notes
On March 21, 2024, the Company and the Trustee entered into a First Supplemental Indenture (the "First Supplemental Indenture" and, together with the Base Indenture, the "March 2024 Indenture") related to the $650 million in aggregate principal amount of its 6.90% notes due 2029 (the "Existing 2029 Notes"), which supplements that certain Base Indenture.
On September 19, 2024, the Company issued an additional $350 million aggregate principal amount of 6.90% Notes due 2029 (the "New 2029 Notes" and, together with the Existing 2029 Notes, the "2029 Notes") under the March 2024 Indenture. The New 2029 Notes were issued at a price equal to 104.03% of the face value, plus accrued interest from March 21, 2024, resulting in an effective yield to maturity of 5.86%. The New 2029 Notes were issued as "Additional Notes" under the March 2024 Indenture and have identical terms to the Existing 2029 Notes, other than the issue date and the issue price. The New 2029 Notes will be treated as a single class of notes with the Existing 2029 Notes for all purposes under the March 2024 Indenture.
The 2029 Notes will mature on April 13, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2024 Indenture. The 2029 Notes bear interest at a rate of 6.90% per year payable semi-annually on April 13 and October 13 of each year, commencing on October 13, 2024. The 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the 2029 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the 2029 Notes, the Company receives a fixed interest rate of 6.90% per annum and pays a floating interest rate of three-month SOFR + 2.71% per annum on $325 million of the 2029 Notes, the Company receives a fixed interest rate of 6.90% per annum and pays a floating interest rate of three-month SOFR + 2.70% per annum on $325 million of the 2029 Notes, and the Company receives a fixed interest rate of 5.86% per annum and pays a floating interest rate of three-month SOFR + 2.67% per annum on $350 million of the 2029 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
In January 2025, the Company exchanged $1.000 billion aggregate principal amount of 6.90% Notes due 2029 for $1.000 billion aggregate principal amount of 6.90% Notes due 2029 (the "2029 Exchange Notes") that have been registered with the SEC under the Securities Act. The 2029 Exchange Notes have substantially the same terms as the 2029 Notes, except that the transfer restrictions and registration rights relating to the 2029 Notes do not apply to the 2029 Exchange Notes and the 2029 Exchange Notes do not provide for the payment of additional interest in the event of a registration default.
2031 Notes
On July 29, 2024, the Company and the Trustee entered into a Second Supplemental Indenture (the "Second Supplemental Indenture" and together with the Base Indenture, the "July 2024 Indenture") related to the $600 million in aggregate principal amount of its 6.70% notes due 2031 (the "Existing 2031 Notes"), which supplements the Base Indenture.
On November 21, 2024, the Company issued an additional $400 million aggregate principal amount of 6.70% Notes due 2031 (the "New 2031 Notes" and, together with the Existing 2031 Notes, the "2031 Notes") under the July 2024 Indenture. The New 2031 Notes were issued at a price equal to 101.84% of the face value, plus accrued interest from July 29, 2024, resulting in an effective yield to maturity of 6.35%. The New 2031 Notes were issued as "Additional Notes" under the July 2024 Indenture and have identical terms to the Existing 2031 Notes, other than the issue date and the issue price. The New 2031 Notes will be treated as a single class of notes with the Existing 2031 Notes for all purposes under the July 2024 Indenture.
The 2031 Notes will mature on July 29, 2031 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the July 2024 Indenture. The 2031 Notes bear interest at a rate of 6.70% per year payable semi-annually on January 29 and July 29 of each year, commencing on January 29, 2024. The 2031 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2031 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the 2031 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the 2031 Notes, the Company receives a fixed interest rate of 6.70% per annum and pays a floating interest rate of three-month SOFR + 2.80% per annum on $600 million of the 2031 Notes, and the Company receives a fixed interest rate of 6.35% per annum and pays a floating interest rate of three-month SOFR + 2.39% per annum on $400 million of the 2031 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
In January 2025, the Company exchanged $1.000 billion aggregate principal amount of 6.70% Notes due 2031 for $1.000 billion aggregate principal amount of 6.70% Notes due 2031 (the "2031 Exchange Notes") that have been registered with the SEC under the Securities Act. The 2031 Exchange Notes have substantially the same terms as the 2031 Notes, except that the transfer restrictions and registration rights relating to the 2031 Notes do not apply to the 2031 Exchange Notes and the 2031 Exchange Notes do not provide for the payment of additional interest in the event of a registration default.
2032 Notes
On January 16, 2025, the Company entered into a Third Supplemental Indenture (the "Third Supplemental Indenture" and together with the Base Indenture, the "January 2025 Indenture") related to the $500 million in aggregate principal amount of its 6.55% notes due 2032 (the "2032 Notes"), which supplements the Base Indenture. The 2032 Notes will mature on March 15, 2032 and may be redeemed in whole or in part at the Company's option at any time or from time to time at the redemption prices set forth in the January 2025 Indenture. The 2032 Notes bear interest at a rate of 6.55% per year payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2025. The 2032 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2032 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the 2032 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the 2032 Notes, the Company receives a fixed interest rate of 6.55% per annum and pays a floating interest rate of three-month SOFR + 2.18% per annum on $500 million of the 2032 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
In November 2025, the Company exchanged $500 million aggregate principal amount of 6.55% Notes due 2032 for $500 million aggregate principal amount of 6.55% Notes due 2032 (the "2032 Exchange Notes") that have been registered with the SEC under the Securities Act. The 2032 Exchange Notes have substantially the same terms as the 2032 Notes, except that the transfer restrictions and registration rights relating to the 2032 Notes do not apply to the 2032 Exchange Notes and the 2032 Exchange Notes do not provide for the payment of additional interest in the event of a registration default.
2030 Notes
On July 17, 2025, the Company and the Trustee entered into a Fourth Supplemental Indenture (the "Fourth Supplemental Indenture" and, together with the Base Indenture, the "July 2025 Indenture") related to the $400 million in aggregate principal amount of its 5.875% notes due 2030 (the "Existing 2030 Notes"), which supplements the Base Indenture.
On November 5,2025, the Company issued an additional $100 million aggregate principal amount of 5.875% Notes due 2030 (the "New 2030 Notes" and, together with the Existing 2030 Notes, the "2030 Notes") under the July 2025 Indenture. The New 2030 Notes were issued at a price equal to 100.854% of the face value, plus accrued interest from November 5, 2025, resulting in an effective yield to maturity of 5.655%. The New 2030 Notes were issued as "Additional Notes" under the July 2025 Indenture and have identical terms to the Existing 2030 Notes, other than the issue date and the issue price. The New 2030 Notes will be treated as a single class of notes with the Existing 2030 Notes for all purposes under the July 2025 Indenture.
The 2030 Notes will mature on August 30, 2030 and may be redeemed in whole or in part at the Company's option at any time or from time to time at the redemption prices set forth in the July 2025 Indenture. The 2030 Notes bear interest at a rate of 5.875% per year payable semi-annually on February 28 and August 30 of each year, commencing on February 28, 2026. The 2030 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.
In connection with the 2030 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the 2030 Notes, the Company receives a fixed interest rate of 5.89% per annum and pays a floating interest rate of three-month SOFR + 2.21% per annum on $400 million of the 2030 Notes, and the Company receives a fixed interest rate of 5.66% per annum and pays a floating interest rate of three-month SOFR + 2.20% per annum on $100 million of the 2030 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
In November 2025, the Company exchanged $500 million aggregate principal amount of 5.875% Notes due 2030 for $500 million aggregate principal amount of 5.875% Notes due 2030 (the "2030 Exchange Notes") that have been registered with the SEC under the Securities Act. The 2030 Exchange Notes have substantially the same terms as the 2030 Notes, except that the transfer restrictions and registration rights relating to the 2030 Notes do not apply to the 2030 Exchange Notes and the 2030 Exchange Notes do not provide for the payment of additional interest in the event of a registration default.
2028 Notes
On December 8, 2025, the Company and U.S. Bank Trust Company, National Association (the "Trustee") entered into a Fifth Supplemental Indenture (the "Fifth Supplemental Indenture" and, together with the Base Indenture (as defined below), the "December 2025 Indenture") related to the $400 million in aggregate principal amount of its 5.200% notes due 2028 (the "2028 Notes"), which supplements that certain Base Indenture, dated as of March 21, 2024 (as may be further amended, supplemented or otherwise modified from time to time, the "Base Indenture").
The 2028 Notes will mature on December 8, 2028 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the December 2025 Indenture. The 2028 Notes bear interest at a rate of 5.200% per year payable semi-annually on June 8 and December 8 of each year, commencing on June 8, 2026. The 2028 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2028 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the 2028 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the 2028 Notes, the Company receives a fixed interest rate of 5.20% per annum and pays a floating interest rate of three-month SOFR + 1.88% per annum on $400 million of the 2028 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
2031 Notes II
On January 23, 2026, the Company and the Trustee entered into a Sixth Supplemental Indenture (the "Sixth Supplemental Indenture" and, together with the Base Indenture, the "January 2026 Indenture") related to the $750 million in aggregate principal amount of its 5.70% notes due 2031 (the "2031 Notes II"), which supplements the Base Indenture.
The 2031 Notes II will mature on January 23, 2031 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2026 Indenture. The 2031 Notes II bear interest at a rate of 5.70% per year payable semi-annually on January 23 and July 23 of each year, commencing on July 23, 2026. The 2031 Notes II are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2031 Notes II, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities. In connection with the 2031 Notes II, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the 2031 Notes II, the Company receives a fixed interest rate of 5.71% per annum and pays a floating interest rate of three-month SOFR + 2.11% per annum on $750 million of the 2031 Notes II. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship. |
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