MERGER WITH CSL III

16. MERGER WITH CSL III

On March 27, 2025, the Company completed its previously announced merger with CSL III. In accordance with the terms of the Merger Agreement, at the effective time of the CSL III Merger, each outstanding common share of beneficial interest, $0.001 par value per share, of CSL III was converted into the right to receive 1.2137 shares of the Company’s common stock and, if applicable, cash (without interest) in lieu of fractional shares of the Company’s common stock. As a result of the CSL III Merger, the Company issued an aggregate of 18,935,108 shares of its common stock to former CSL III shareholders.

The CSL III Merger was accounted for in accordance with the asset acquisition method of accounting as detailed in ASC Topic 805. The fair value of the merger consideration paid and transaction costs incurred to complete the CSL III Merger were allocated to the assets acquired and liabilities assumed, based on their relative fair values as of the acquisition date, and did not give rise to goodwill. The excess of merger consideration paid over the fair value of net assets acquired is considered the purchase premium. Immediately following the acquisition of CSL III, the Company recorded the acquired assets at their respective fair values. As a result, the purchase premium allocated to the cost basis of the CSL III assets acquired was immediately recognized as unrealized depreciation on the Company’s Consolidated Statement of Operations. The purchase premium allocated to investments in loan securities will amortize over the life of the loans through interest income, with a corresponding reversal of the unrealized depreciation upon ultimate disposition of those loans. The purchase premium allocated to investments in equity securities and forward currency contracts will not amortize through interest income and, assuming no subsequent change to the fair value of such equity securities and disposition at fair value, the Company will recognize a realized loss or a reduction in realized gains with a corresponding reversal of the unrealized depreciation upon disposition of the CSL III equity securities and forward currency contracts acquired.

The CSL III Merger was considered a tax-free reorganization, and the Company has elected to carry forward the historical cost basis of the CSL III investments for tax purposes.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the CSL III Merger:


Common stock issued by the Company(1)	$	315,838
Cash paid in lieu of fractional shares	4
Transaction costs	1,650
Total purchase price	$	317,492
Assets acquired:
Investments, at fair value	$	483,736
Cash and cash equivalents(2)	37,751
Interest receivable	7,909
Other assets	9,907
Total assets acquired	$	539,303
Liabilities assumed:
Debt	$	206,000
Derivative liabilities, at fair value	812
Other liabilities(3)	16,918
Total liabilities assumed	$	223,730
Net assets acquired	$	315,573
Total purchase premium	$	1,919

(1)Based on a market price at closing of $16.68 per share and 18,935,108 shares of common stock issued by the Company in conjunction with the CSL III Merger to former CSL III shareholders.

(2)Includes all unrestricted and restricted cash and cash equivalents acquired at closing.

(3)Includes accrued expenses, incentive fees, and other liabilities assumed as part of the merger.

Below is a summary of the outstanding forward currency contracts assumed as of March 27, 2025. All the forward currency contracts assumed from the CSL III Merger were closed on March 31, 2025.


Counterparty	Notional Amount to be Purchased		Notional Amount to be Sold		Unrealized Appreciation (Depreciation)
Macquarie Bank Limited	$	3,081	€	2,827	$	(14)
Macquarie Bank Limited	$	3,678	C$	4,967	90

Barclays Bank PLC	$	21,877	€	20,525	(601)
Barclays Bank PLC	$	6,781	£	5,485	(288)
Barclays Bank PLC	€	18	$	19	1
					$	(812)