v3.26.1
Debt
6 Months Ended
Jun. 30, 2026
Debt  
Debt

Note 8. Debt

Mortgage Notes Payable

Certain consolidated special purpose entity subsidiaries of the Company have financed their real estate properties with traditional first-mortgage debt secured by the underlying properties. These borrowings are structured as non-recourse obligations. The Company was in compliance with all debt covenants associated with its mortgage notes payable as of June 30, 2026 and December 31, 2025.

During 2025, the Company implemented its asset-backed securities transaction (“ABS Program"), pursuant to which certain consolidated special purpose entities issue multiple series of non-recourse net lease mortgage notes from time to time. These notes are collateralized by the assets and related leases (the “collateral”) owned by such entities. A principal feature of the program is that, as additional series of notes are issued, new collateral is contributed to the collateral pool, thereby increasing the size and diversification of the pool for the benefit of all noteholders, including noteholders in prior series. The program also permits substitution of collateral, subject to satisfaction of prescribed conditions and eligibility criteria. Notes issued under the ABS Program are generally offered in Class A amortizing notes, Class B amortizing notes, and Class C non-amortizing notes, each with distinct credit profiles and payment priorities.

The Class A and Class B notes require monthly principal and interest payments with a balloon payment due at maturity and these notes may be prepaid, subject to a yield maintenance prepayment premium if prepaid more than 12 months prior to maturity. The Class C notes require monthly interest payments with a balloon payment due at maturity and these notes may be prepaid, subject to a yield maintenance prepayment premium if prepaid more than 12 months prior to maturity. As of June 30, 2026, the aggregate collateral pool securing the net‑lease mortgage notes was comprised primarily of single-tenant commercial real estate properties with an aggregate investment amount of approximately $769,384, of which $567,264 related to properties contributed by New Mountain Net Lease Partners II, L.P., a Delaware limited partnership and private fund advised by New Mountain (“NMNL II”), with the remainder attributable to properties contributed by the Company. The Company was in compliance with debt covenants associated with ABS Program as of June 30, 2026.

The ABS Program is cross-collateralized by properties contributed by each of NMNL II, a private fund advised by New Mountain, and the Company. Notwithstanding the cross-collateralization, each of the Company and NMNL II retains independent ownership of the assets it contributes to the ABS Program. In addition, the Company has provided a limited guarantee, which may become full recourse to the Company upon the occurrence of certain events, as described in the definitive agreements.

In connection with the ABS Program, the Company and NMNL II entered into an intercreditor agreement designed to allocate liabilities associated with the program pro rata based on the assets each party finances and provides for indemnification between each of NMNL II and the Company with respect to any liabilities arising from assets contributed by such party. As of June 30, 2026, the ABS Program had an outstanding principal balance of $492,727, of which $357,978 related to properties contributed by NMNL II, with the remainder attributable to properties contributed by the Company, as detailed below.

 

 

Weighted
average
contractual

 

 

Weighted
average
maturity

 

Principal Balance Outstanding

 

Indebtedness

 

interest rate

 

 

dates

 

June 30, 2026

 

 

December 31, 2025

 

ABS Program(1)

 

 

 

 

 

 

 

 

 

 

 

$338,300(2) Series 2025-1, Class A

 

 

5.14

%

 

11/25/2055

 

$

92,391

 

 

$

92,493

 

$98,700(3) Series 2025-1, Class B

 

 

5.33

%

 

11/25/2055

 

 

26,955

 

 

 

26,985

 

$56,400(4) Series 2025-1, Class C

 

 

6.07

%

 

11/25/2055

 

 

15,403

 

 

 

15,420

 

Total / Weighted average(5)

 

 

5.28

%

 

11/25/2055

 

 

134,749

 

 

 

134,898

 

Mortgages

 

 

3.98

%

 

5/27/2030

 

 

740,537

 

 

 

782,757

 

Mortgages payable

 

 

 

 

 

 

 

875,286

 

 

 

917,655

 

Unamortized deferred financing costs

 

 

 

 

 

 

 

(12,032

)

 

 

(13,303

)

Mortgages payable, net

 

 

 

 

 

 

$

863,254

 

 

$

904,352

 

 

 

(1)
Amounts shown exclude notes issued under the ABS Program allocated to NMNL II relate to properties contributed by NMNL II that are subject to an intercreditor agreement. The ABS Program is cross collateralized by properties contributed by each of NMNL II and the Company. Notwithstanding the cross-collateralization, each of the Company and NMNL II retains independent ownership of the assets it contributes to the ABS Program. While the Company and NMNL II entered into an intercreditor agreement designed to allocate liabilities associated with the ABS Program pro rata based on the assets each party finances and provides for indemnification between each of NMNL II and the Company with respect to any liabilities arising from assets contributed by such party, such intercreditor agreement may not prevent the Company from experiencing losses related to properties contributed by NMNL II.
(2)
Series 2025-1, Class A includes $245,448 allocated to NMNL II related to properties contributed by such entity for which an intercreditor agreement relates.
(3)
Series 2025-1, Class B includes $71,610 allocated to NMNL II related to properties contributed by such entity for which an intercreditor agreement relates.
(4)
Series 2025-1, Class C includes $40,920 allocated to NMNL II related to properties contributed by such entity for which an intercreditor agreement relates.
(5)
Weighted on basis of total issuance, including both the portion of the notes related to properties contributed by the Company and NMNL II.

Affiliated Line of Credit

On January 2, 2025, the Operating Partnership entered into an uncommitted revolving loan agreement with NM Partners Manager Holdings, L.P., a Delaware limited partnership and affiliate of the Adviser, providing for a discretionary and uncommitted credit facility in a maximum aggregate principal amount of $50,000 (the “Line of Credit”). The Line of Credit has a maturity date of December 31, 2027. Borrowings under the Line of Credit will bear interest at a rate equal to Daily SOFR plus 2.35%. The Line of Credit contains customary events of default. As is customary in such financings, if an event of default occurs under the Line of Credit, the lender may accelerate the repayment of amounts outstanding under the Line of Credit and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period. As of June 30, 2026 and December 31, 2025, there were no amounts outstanding under the Line of Credit.

On March 26, 2025, NEWLEASE entered into a committed revolving loan agreement with NM Partners Manager Holdings, L.P., a Delaware limited partnership and affiliate of the Adviser, providing for a committed credit facility in a maximum aggregate principal amount of $95,000 (the “Committed Line of Credit”). The Committed Line of Credit had an effective date of May 2, 2025, and a maturity date of the earlier of (a) June 30, 2026 and (b) the refinancing by a third party of the existing City National Bank facility that matures in July 2025. Borrowings under the Committed Line of Credit bore interest at a rate equal to Daily SOFR plus 2.35%. The Committed Line of Credit contained customary events of default. With signing of the City National Bank facility refinancing, the Committed Line of Credit with NM Partners Manager Holdings, L.P. of $95,000 matured on July 25, 2025.

Revolving Line of Credit

The Company has a revolving loan with City National Bank. The original loan, dated November 22, 2022, was for $86,000. The Company increased its available credit by $2,000 on June 28, 2023. The Company amended the existing facility with City National Bank in May 2025 to extend the maturity date. On July 1, 2025 the Company signed the seventh amendment to the City National facility which decreased its available credit to $65,000 and extended the maturity date to July 31, 2025. The extension was necessary to provide time to negotiate a longer-term facility. On July 25, 2025, the Company signed the eighth amendment to the City National facility, which reduced its available credit to $55,000 and extended the maturity date to July 25, 2028.

Additionally, the Company has an irrevocable standby letter of credit dated November 19, 2025 in the amount of $850 issued by City National Bank for the purpose of providing a liquidity reserve for an asset-backed securitization transaction. The letter of credit is included as part of the total commitment under the City National facility and reduces the available borrowing capacity under the $55,000 maximum availability accordingly. As of June 30, 2026, no amounts have been drawn on the letter of credit.

The following table provides details as of June 30, 2026 and December 31, 2025:

 

 

Total Amount Outstanding

 

Indebtedness

 

June 30, 2026

 

 

December 31, 2025

 

Revolving credit facility(1)

 

$

26,018

 

 

$

28,590

 

Unamortized deferred financing costs

 

 

(662

)

 

 

(822

)

Revolving credit facility, net

 

$

25,356

 

 

$

27,768

 

 

 

(1)
The interest rate is equal to the daily simple SOFR rate (rounded to the nearest 1/100th) + 2.75%. The weighted average interest rate for the six months ended June 30, 2026 was 6.39% and the weighted average interest rate for the six months ended June 30, 2025 was 7.08%.

Aggregation Facility

On August 5, 2025, the Company entered into a loan agreement with NMNL II, as co-borrower, and Goldman Sachs Bank USA, as lender, which provided for an uncommitted revolving aggregation facility with a maximum aggregate principal amount of $300,000 (the “Aggregation Facility”). The Aggregation Facility includes an initial maturity date on August 30, 2026, and two one-year extensions. The Company and NMNL II amended the facility on December 29, 2025, which reduced the interest rate spread from 2.50% to 2.00% and made the guarantee full recourse. On June 16, 2026, the Company and NMNL II further amended the facility to increase the maximum aggregate principal amount to $550,000. The Company intends to use the Aggregation Facility to acquire net lease properties.

The Aggregation Facility is cross-collateralized by properties contributed by each NMNL II and the Company, but each of the Company and NMNL II retains independent ownership of the assets it contributes to the Aggregation Facility. In connection with the Aggregation Facility, the Company and NMNL II entered into an intercreditor agreement that is intended to allocate liabilities relating to the Aggregation Facility in proportion to the assets each party finances using the Aggregation Facility, and provides for indemnification between each of NMNL II and the Company with respect to any liabilities arising from assets contributed by such party. As of June 30, 2026, the Aggregation Facility had an outstanding principal amount of $269,412, of which $174,323 related to properties contributed by NMNL II and $95,089 related to properties contributed by the Company, as set forth below.

 

 

Total Amount Outstanding

 

Indebtedness

 

June 30, 2026

 

 

December 31, 2025

 

Aggregation facility(1)

 

$

95,089

 

 

$

 

 

 

(1)
The interest rate is equal to the daily simple SOFR rate (rounded to the nearest 1/100th) + 2.00%. The weighted average interest rate for the six months ended June 30, 2026 was 5.64%.

Scheduled Principal Payments

Scheduled principal payments on our debt are as follows:

 

 2026 (Remaining)

 

$

1,501

 

 2027

 

 

3,767

 

 2028

 

 

291,393

 

 2029

 

 

200,879

 

 2030

 

 

177,932

 

 2031

 

 

219,710

 

Thereafter

 

 

101,211

 

Total

 

$

996,393