Significant Agreements and Related Party Transactions |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Significant Agreements and Related Party Transactions | 3. Significant Agreements and Related Party Transactions The Fund is party to an amended and restated advisory agreement, entered into on February 2, 2026 (the "Advisory Agreement") pursuant to which the Fund agrees to pay the Adviser fees for its investment advisory and management services consisting of a management fee (the "Management Fee") and incentive fee (the "Incentive Fee"), which are ultimately borne by the shareholders. Prior to the BDC Election Date, an origination fee (the "Origination Fee") was incurred by the Fund. Origination Fee Prior to the BDC Election Date, the Fund was subject to an Origination Fee payable to the Adviser calculated at 1% of the aggregate dollar amount of investments committed and entered into by the Fund. In 2025, the Adviser agreed to irrevocably waive the Origination Fee from the Fund's commencement of operations. Prior to the waiver, the Fund had incurred an Origination Fee of $0.7 million. The Fund recorded the waiver on January 1, 2025 and as such, no Origination Fee was incurred for the three months ended March 31, 2026 and 2025. Management Fee The Management Fee is calculated at an annual rate of 1.25% of the Fund's aggregate net assets as of the beginning of the first calendar day of the applicable month. The Management Fee for any partial month will be appropriately prorated. The Adviser has agreed to waive the Management Fee for (i) the period prior to the BDC Election Date, and (ii) the six-month period following the BDC Election Date. The fee waiver is not subject to recoupment by the Adviser. As of March 31, 2026 and December 31, 2025, Management Fees payable were zero. For the three months ended March 31, 2026 and 2025, the Fund incurred a Management Fee of $0.8 million and $0.0 million, respectively. For the three months ended March 31, 2026 and 2025, the Management Fees waived were $0.8 million and $0.0 million, respectively. Incentive Fee The Incentive Fee consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on income ("Incentive Fee on Pre-Incentive Fee Net Investment Income"), and a portion is based on capital gains ("Capital Gains Fee"). Incentive Fee on Pre-Incentive Fee Net Investment Income The Income Incentive Fee is calculated and payable to the Adviser quarterly in arrears based on the amount by which Pre-Incentive Fee Net Investment Income (as defined below) in respect of the current calendar quarter exceeds the Hurdle Rate Amount (as defined below). The Income Incentive Fee is calculated and paid as follows: • No amount in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Rate Amount. • 100% of the Fund’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Rate Amount but is less than or equal to the Catch-up Amount (as defined below). • For any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income exceeds the Catch-Up Amount, 12.5% of the amount of the Fund’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the Catch-Up Amount. The “Hurdle Rate Amount” is calculated on a quarterly basis by multiplying 1.25% (5.00% annualized) and the Fund’s net asset value (total assets less indebtedness) at the beginning of each applicable calendar quarter. The “Catch-up Amount” is calculated on a quarterly basis by multiplying 1.4286% (5.7143% annualized) and the Fund’s net asset value at the beginning of each applicable calendar quarter.“Pre-Incentive Fee Net Investment Income" means, dividends (including reinvested dividends), interest and fee income accrued by the Fund during the calendar quarter, minus the Fund’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund may not have received in cash. Pre-Incentive Fee Net Investment Income also includes net interest income, if any, from derivative financial instruments or swaps on a look-through basis as if the Fund owned the reference assets directly (where such net interest income is defined as the difference between (A) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (B) the interest expense or financing charges and other expenses paid by the Fund to the derivative or swap counterparty). Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses and unrealized capital appreciation or depreciation.
Prior to the BDC Election Date, the Adviser voluntarily waived all Income Incentive Fees. As of March 31, 2026 and December 31, 2025, Income Incentive Fee payable was $0.9 million and zero, respectively. For the three months ended March 31, 2026 and 2025, the Income Incentive Fee was $0.9 million and zero, respectively. Incentive Fee on Capital Gains The Incentive Fee on Capital Gains, which is determined in arrears at the end of each fiscal year, is equal to 12.5% of the Fund’s Cumulative Capital Gains (as defined below) from the BDC Election Date to the end of such fiscal year, less the amount of any Incentive Fee on Capital Gains previously paid. "Cumulative Capital Gains” means, on any relevant date, cumulative realized capital gains, less the sum of (a) cumulative realized capital losses and (b) cumulative unrealized capital depreciation on investments, in each case as of such date. Under U.S. GAAP, the Fund is required to accrue any Incentive Fee on Capital Gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each reporting period. In calculating the accrual for the Incentive Fee on Capital Gains, the Fund considers the cumulative aggregate unrealized capital appreciation in the calculation, because Incentive Fee on Capital Gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Advisory Agreement. There can be no assurance that such unrealized capital appreciation will be realized in the future and therefore the corresponding accrued Incentive Fee on Capital Gains for U.S. GAAP purposes may be reversed accordingly.
Prior to the BDC Election Date, the Adviser voluntarily waived all Incentive Fees on Capital Gains. As of March 31, 2026 and December 31, 2025, there was no Incentive Fee on Capital Gains payable. For the three months ended March 31, 2026 and 2025, the Fund incurred no Incentive Fee on Capital Gains. Expense Support and Conditional Reimbursement Agreement On October 14, 2024 the Fund entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain expenses (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest expense or distributions and/or servicing fees of the Fund. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Fund in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Fund to the Adviser or its affiliates. Following any quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Fund’s shareholders based on distributions declared with respect to record dates occurring in such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Fund shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Fund within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by the Fund shall be referred to as a “Reimbursement Payment”. “Available Operating Funds” means the sum of (i) net investment Fund taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above). The amount of the Reimbursement Payment for any calendar quarter, as applicable, shall equal the lesser of (i) the Excess Operating Funds in such quarter, as applicable, and (ii) the aggregate amount of all Expense Payments made by the Adviser to the Fund within three years prior to the last business day of such calendar quarter, as applicable, that have not been previously reimbursed by the Fund to the Adviser; provided that the Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar month or quarter, as applicable, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future months pursuant to the terms of this Agreement. No Reimbursement Payment for any quarter will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by the Fund at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the "Operating Expense Ratio” (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by our net assets. The Fund’s obligation to make a Reimbursement Payment shall automatically become a liability of the Fund on the last business day of the applicable calendar quarter, except to the extent the Adviser has waived its right to receive such payment for the applicable quarter. The following table presents a summary of all expenses supported, recouped, and eligible to recoup, by the Adviser:
For the three months ended March 31, 2026 and 2025 the Fund accrued no Expense Support amounts and made no Reimbursement Payments to the Adviser. For the three months ended March 31, 2026 and 2025, all accrued recuopment amounts noted in the table above were included in accrued expenses and other liabilities in the consolidated statement of assets and liabilities. Other Related Party Transactions Pursuant to the Advisory Agreement, the Adviser is responsible for providing various accounting and administrative services to the Fund and the Fund will reimburse the Adviser for all costs and expenses incurred in performing its administrative obligations, including the allocable portion of overhead (such as rent, office equipment and utilities) and the allocable portion of the compensation paid to the Fund's General Counsel, Chief Compliance Officer and Chief Financial Officer and their respective staffs. As of March 31, 2026 and December 31, 2025, the related party administration fee payable was $0.0 million and $0.2 million, respectively and was included in accrued expenses and other liabilities in the consolidated statement of assets and liabilities. For the three months ended March 31, 2026 and 2025, the Fund incurred $0.3 million and $0.2 million, respectively, in related party administration fees and was included in administration fees in the consolidated statement of operations. The Adviser, or its affiliates, is authorized to pay expenses in the name of and on behalf of the Fund. To the extent that expenses borne by or reimbursements due to the Fund are paid by the Adviser, or an affiliate, the Fund will reimburse or seek reimbursement from such party. As of March 31, 2026 and December 31, 2025, the Fund owed $2,708 and $8,218, respectively to an affiliate. On January 5, 2026, the Fund purchased $147.3 million of secured, floating rate, loans from an affiliated fund. The investments purchased were transacted on then current estimated fair value, supported by market quotations, market transactions or prices provided by independent valuation firms. Of the $147.3 million of loans that were purchased there was an unfunded commitment of $3.2 million related to revolving facilities and $6.2 million in unfunded delayed draw term loans. On January 16, 2026 the Fund purchased $26.5 million of secured, floating rate, loans from a warehouse portfolio, managed by an affiliate of the Adviser, at fair value. Of the $26.5 million loans that were purchased there was $1.1 million of unfunded commitments related to a delayed draw term loan. |
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