v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 8. Commitments and Contingencies

The Company has various commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. As of June 30, 2026 and December 31, 2025, the Company had the following unfunded commitments to its portfolio companies:

 

 

 

June 30, 2026

 

December 31, 2025

Unfunded revolver obligations, bridge loan and backstop commitments (1)

 

 

$

1,636,287

 

$

1,605,154

Standby letters of credit issued and outstanding (2)

 

 

 

37,341

 

 

20,988

Unfunded delayed draw loan commitments (3)

 

 

 

3,194,354

 

 

3,065,690

Total Unfunded Commitments (4)

 

 

$

4,867,982

 

$

4,691,832

(1)
The unfunded revolver obligations may or may not be funded to the borrowing party in the future. The amounts relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers as of June 30, 2026, subject to the terms of each loan’s respective credit agreements which includes borrowing covenants that need to be met prior to funding. As of June 30, 2026 and December 31, 2025, the bridge loan and backstop commitments included in the balances were $318,673 and $239,110, respectively.
(2)
For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. None of the letters of credit issued and outstanding are recorded as a liability on the Company’s Consolidated Statements of Assets and Liabilities as such letters of credit are considered in the valuation of the investments in the portfolio company.
(3)
The Company’s commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions which can include covenants to maintain specified leverage levels and other related borrowing base covenants. For commitments to fund delayed draw loans with performance thresholds, borrowers are required to meet certain performance requirements before the Company is obligated to fulfill these commitments.
(4)
Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the funds it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective fund's allocation may change prior to the date of funding. In this regard, the Company may have to fund additional commitments in the future that it is currently not obligated to but may be at a future point in time.

Organizational and Offering Costs

The Adviser agreed to bear all of the Company’s organization and offering expenses through the date on which the Company broke escrow for the initial offering of its Common Shares. The Company is obligated to reimburse the Adviser for such expenses incurred upon breaking escrow for our offering. The total organization and offering costs incurred for the three and six months ended June 30, 2026 were $450 and $519, respectively. The total organization and offering costs incurred for the three and six months ended June 30, 2025 were $79 and $369, respectively.

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business.

On March 14, 2023, certain First Lien and Second Lien holders of debt (the “Plaintiffs”) issued by Mitel (the “Company”) filed a complaint in New York State Court captioned Ocean Trails CLO VII et al v. MLN TopCo Ltd., et al, Index No. 651327/2023, against certain other First Lien and Second Lien debt holders (the Participating Lenders”), as well as the Company, alleging, among other things, that the defendant lenders breached the terms of their lending agreements and the New York Uniform Voidable Transfer Act in connection with certain amendments to the relevant documents governing the debt. One subgroup of the lenders named as defendants that participated in the alleged breaches and consented to the amendments, which are managed by Nuveen Asset Management, LLC or Teachers Advisors, LLC (the “Nuveen Lenders”), also asserted that they were harmed and asserted crossclaims against the Participating Lenders for (i) breach of contract and (ii) violation of New York’s Uniform Voidable Transaction Act. On December 5, 2023, the trial court granted defendants’ motions to dismiss in part and denied them in part. The Plaintiffs and defendants appealed the courts’ motion to dismiss ruling to the intermediate New York State appellate court. On December 31, 2024, the intermediate New York State appellate court dismissed the entire case, including all claims against the Company.

On January 30, 2025, Plaintiffs filed a motion for leave to appeal the intermediate New York State appellate court’s ruling to the New York Court of Appeals. That motion was held in abeyance following Mitel’s filing of voluntary Chapter 11 bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas. Plaintiffs and defendants memorialized settlement of the litigation in Mitel’s Chapter 11 plan of reorganization and related bankruptcy documentation. The effective date for Mitel’s plan of reorganization occurred on June 20, 2025. Pursuant to the settlement, the parties submitted both (i) a stipulated request for withdrawal of the Plaintiffs’ motion for leave to appeal to the New York Court of Appeals and (ii) a joint request to the trial court for the clerk to enter final judgment, dismissing with prejudice all claims and crossclaims. The request for withdrawal of the Plaintiffs’ motion for leave to appeal was granted by letter from the Court of Appeals dated September 9, 2025 and the trial court thereafter directed the clerk to enter judgment in the case. Final judgment was entered in favor of the Participating Lenders on all claims asserted by both the Plaintiffs and the Nuveen Lenders on May 4, 2026. The matter is now fully and finally resolved.

Management is not aware of any pending or threatened material litigation as of June 30, 2026 other than the matter disclosed above.