v3.26.1
Debt
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt

6. Debt

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 June 30, 2026, the Company’s asset coverage ratio was 221%.

The table below presents outstanding debt obligations as of June 30, 2026:

($ in thousands)

 

Aggregate
Principal
Committed

 

 

Outstanding
Principal

 

 

Amount
Available
1

 

 

Unamortized
Debt
Issuance
Costs

 

 

Net
Carrying
Value

 

Scotiabank Revolving Credit Facility

 

$

400,000

 

 

$

260,730

 

 

$

139,270

 

 

$

(4,414

)

 

$

256,316

 

BAML ABL Credit Facility

 

 

300,000

 

 

 

184,100

 

 

 

115,900

 

 

 

(1,240

)

 

 

182,860

 

Scotiabank ABL Facility

 

 

950,000

 

 

 

443,662

 

 

 

506,338

 

 

 

(6,861

)

 

 

436,801

 

Total Debt

 

$

1,650,000

 

 

$

888,492

 

 

$

761,508

 

 

$

(12,515

)

 

$

875,977

 

 

1The amount available may be subject to limitations related to each credit facility's borrowing base.

The table below presents outstanding debt obligations as of December 31, 2025:

 

($ in thousands)

 

Aggregate
Principal
Committed

 

 

Outstanding
Principal

 

 

Amount
Available1

 

 

Unamortized
Debt
Issuance
Costs

 

 

Net
Carrying
Value

 

Scotiabank Revolving Credit Facility

 

$

400,000

 

 

$

211,500

 

 

$

188,500

 

 

$

(4,399

)

 

$

207,101

 

BAML ABL Credit Facility

 

 

150,000

 

 

 

146,700

 

 

 

3,300

 

 

 

(738

)

 

 

145,962

 

Scotiabank ABL Facility

 

 

600,000

 

 

 

299,286

 

 

 

300,714

 

 

 

(4,752

)

 

 

294,534

 

Total Debt

 

$

1,150,000

 

 

$

657,486

 

 

$

492,514

 

 

$

(9,889

)

 

$

647,597

 

 

1The amount available may be subject to limitations related to each credit facility's borrowing base.

As of June 30, 2026 and December 31, 2025, the Company’s debt obligations are carried at cost which approximates fair value. Fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an estimated market yield. The inputs used in determining the fair value of the Company’s indebtedness are considered Level 3. The table below presents the components of interest expense for all debt obligations for the period presented:

 

 

For the three months ended

 

 

For the six months ended

 

 

($ in thousands)

 

June 30, 2026

 

 

June 30, 2025

 

 

June 30, 2026

 

 

June 30, 2025

 

 

Interest expense

 

$

11,786

 

 

$

1,835

 

 

$

20,806

 

 

$

1,927

 

 

Amortization of debt issuance costs

 

 

554

 

 

 

431

 

 

 

994

 

 

 

513

 

 

Total Interest Expense

 

$

12,340

 

 

$

2,266

 

 

$

21,800

 

 

$

2,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average interest rate1

 

 

5.7

%

 

 

6.6

%

 

 

5.7

%

 

 

6.7

%

 

Weighted average daily outstanding borrowings

 

$

780,266

 

 

$

92,854

 

 

$

685,501

 

 

$

73,254

 

 

1Averages are calculated based on annualized amounts.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scotiabank Revolving Credit Facility

On August 5, 2025, the Company, as borrower, entered into a Senior Secured Revolving Credit Agreement (the "Scotiabank Revolving Credit Agreement"), by and among the Company, the lenders and issuing banks party thereto from time to time and Scotiabank, as administrative agent, which provides for a senior secured revolving credit facility (the "Scotiabank Revolving Credit Facility") with a total commitment of $400 million, which includes a $50 million sublimit for swingline loans and a $30 million sublimit for the issuance of letters of credit. The Company may request an increase to the commitment up to $800 million to the extent the lenders (existing and new lenders) agree to provide the additional commitment. The scheduled maturity date of the Scotiabank Revolving Credit Facility is August 5, 2030 (the availability period under the Scotiabank Revolving Credit Facility will terminate on August 3, 2029). The Scotiabank Revolving Credit Facility can be drawn upon, at the discretion of the Company, for general corporate purposes, including the funding of portfolio investments. The Company may borrow amounts in U.S. dollars or certain other permitted currencies.

The interest rate under the Scotiabank Revolving Credit Facility is either Daily Simple RFR, Term SOFR (or other term benchmark rate) or Alternate Base Rate (defined as the greater of (a) zero and (b) the highest of (i) the prime rate as last quoted by The Wall Street Journal, (ii) the federal funds effective rate for such day plus 0.5% and (iii) the rate per annum equal to Term SOFR plus 1.00%) plus an applicable margin equal to (I) (a) if the gross borrowing base (as of the most recently delivered borrowing base certificate delivered under the Scotiabank Revolving Credit Agreement) is less than 1.60 times the Combined Debt Amount, (i) with respect to any ABR Loan, 1.100% per annum and (ii) with respect to any Term SOFR, other term benchmark or Daily Simple RFR Loan, 2.100% per annum; or (b) if the gross borrowing base (as of the most recently delivered borrowing base certificate delivered under the Scotiabank Revolving Credit Agreement) is greater than or equal to 1.60 times the Combined Debt Amount, (i) with respect to any ABR Loan, 0.975% per annum and (ii) with respect to any Term SOFR, other term benchmark or Daily Simple RFR Loan, 1.975% per annum. The Company will also pay a fee of 0.325% on average daily undrawn amounts under the Scotiabank Revolving Credit Facility.

The Scotiabank Credit Agreement includes financial and other affirmative and negative covenants, events of default and remedies typical for this type of credit facility, including certain limitations on the incurrence of additional indebtedness, ability to make Restricted Payments (as defined in the Scotiabank Credit Agreement), transactions with Affiliates (as defined in the Scotiabank Credit Agreement) and certain financial covenants related to the Company’s asset coverage ratio and minimum Shareholders’ equity and other maintenance covenants.

The obligations of the Company pursuant to the Scotiabank Revolving Credit Agreement are secured by a first-priority security interest in substantially all of the assets of the Company (not pledged to other facilities).

BAML ABL Credit Facility

On September 29, 2025, the Company, (through wholly owned subsidiaries FPLF BA Holdings Finance LLC, as borrower and FPLF BA Holdings Finance CM LLC, as servicer) entered into a Credit Agreement (the "BAML ABL Credit Agreement") with Bank of America, N.A., as administrative agent and each of the lenders from time to time party thereto, which provides for a revolving credit facility (the "BAML ABL Credit Facility") with a total commitment of $150 million. On March 29, 2026, the total commitment increased to $300 million. The scheduled maturity date of the BAML ABL Credit Facility is September 29, 2028. Borrowings under the BAML ABL Credit Agreement may take the form of base rate loans, SOFR loans, alternative currency daily rate loans, alternative currency term rate loans or Canadian prime rate loans.

Base rate loans will bear interest at a rate per annum equal to (A) the Base Rate plus (B) 1.40% per annum. SOFR loans will bear interest at a rate per annum equal to (A) Daily SOFR plus (B) 1.40% per annum. Alternative currency daily rate loans will bear interest at a rate per annum equal to (A) the Alternative Currency Daily Rate plus (B) 1.40% per annum. Alternative currency term rate loans will bear interest at a rate per annum equal to (A) the Alternative Currency Term Rate plus (B) 1.40% per annum. Canadian prime rate loans will bear interest at a rate per annum equal to (A) the Canadian Prime Rate plus (B) 1.40% per annum.

The BAML ABL Credit Agreement includes financial and other affirmative and negative covenants, events of default and remedies typical for this type of credit facility, including certain limitations on the incurrence of additional indebtedness, ability to make Restricted Payments, transactions with Affiliates and certain financial covenants related to the Company’s borrowing base and interest coverage ratio.

The obligations of the Company pursuant to the BAML ABL Credit Agreement are secured by a first-priority security interest in certain assets of the Company (not pledged to other facilities).

Scotiabank ABL Credit Facility

On November 7, 2025, the Company and its direct or indirect wholly owned subsidiaries, FPLF NS Holdings Finance LLC (the "NS Borrower") and FPLF NS Holdings Finance DAC (the "Subsidiary Guarantor" and together with the NS Borrower, each a "Loan Party" and collectively, the "Loan Parties"), entered into a Credit Agreement (the "Scotiabank ABL Credit Agreement") with Scotiabank, as initial lender and administrative agent (in its capacity as administrative agent, the "Administrative Agent"), U.S. Bank Trust Company, National Association, as collateral agent (the "Collateral Agent"), U.S. Bank National Association, as custodian (the "Custodian"), FPLF NS Holdings Finance CM LLC, as servicer (the "Servicer"), and each of the lenders party thereto (the "Lenders"), which provides for a revolving and term loan credit facility (the "Scotiabank ABL Facility") with a total commitment of $600 million. The scheduled maturity date of the Scotiabank ABL Credit Facility is November 7, 2034 (the reinvestment period ends May 7, 2028). The Scotiabank ABL Facility will be used to finance the acquisition of certain loans, participation interests and other assets, expected to predominately consist of U.S. middle market commercial loans.

Borrowings under the Scotiabank ABL Credit Agreement will bear interest at a rate per annum equal to the Applicable Rate based upon the Alternate Base Rate defined in said agreement. Generally, the Applicable Rate is calculated to include an applicable margin above the applicable Benchmark, which applicable margin equals (x) prior to and including the last day of the Reinvestment Period, 1.85% per annum and (y) on any day after the end of the last day of the Reinvestment Period, 2.35% per annum.

On May 13, 2026, the Company and the Loan Parties entered into Amendment No. 2 to Credit Agreement (“Amendment No. 2”) to the Scotiabank ABL Credit Agreement and Scotiabank ABL Facility, by and among Scotiabank, as initial lender and Administrative Agent, the Collateral Agent, the Custodian, the Servicer, and the Lenders.

Pursuant to Amendment No. 2, among other things, AXA IM Private Financing II Designated Activity Company (“AXA”) was joined as an additional Lender under the Scotiabank ABL Credit Agreement. In connection with Amendment No. 2, Scotiabank assigned 25% of its revolving commitment and outstanding revolving loans under the Scotiabank ABL Facility to AXA such that, as of the date of Amendment No. 2, the Lenders under the Scotiabank ABL Credit Agreement are Scotiabank and AXA.

In connection with AXA's joinder under the Scotiabank ABL Credit Agreement, Amendment No. 2 provides for an Event of Default triggered upon a performance default or breach by the Company, as Retention Provider under the EU/UK Retention Letter in any material respect for purposes of European risk retention compliance by AXA (or certain of its affiliates that may become Lenders) (a “Retention Letter Default”), subject to a cure period. If not cured, the Retention Letter Default permits or requires certain reductions of commitments and prepayments by the NS Borrower with respect to AXA, subject to the terms and conditions of the Scotiabank ABL Credit Agreement. Amendment No. 2 also provided for certain amendments required by S&P in connection with obtaining a rating from S&P of the loan tranches under the Scotiabank ABL Facility.

In addition, Amendment No. 2 (i) amended the terms and conditions for funding Future Funding Reserve Accounts (as defined in the Scotiabank ABL Credit Agreement), (ii) increased the aggregate principal of Swingline Loans from $25 million to $75 million and increases the number of Swingline Loans in any month, (iii) added a Portfolio Advance Rate Test requirement to the payment of Permitted RIC Distributions, (iv) removed certain Concentration Limitation requirements, (v) removed certain conditions on Eligible Investments, (vi) changed the Originator Requirement, (vii) amended the Reinvestment Period to require that any extension is subject to the satisfaction of the Rating Condition and consent of all the Lenders (rather than only Majority Lenders), in addition to consent of the Administrative Agent and (viii) modified certain other definitions, including S&P Rating.

On June 17, 2026, the Company and the Loan Parties entered into Amendment No. 3 to Credit Agreement (“Amendment No. 3”) to the Scotiabank ABL Credit Agreement and Scotiabank ABL Facility, by and among Scotiabank, as initial lender and administrative agent,

U.S. Bank Trust Company, National Association, as collateral agent, U.S. Bank National Association, as custodian, FPLF NS Holdings Finance CM LLC, as servicer, and each of the lenders party thereto.

Pursuant to Amendment No. 3, among other things, the maximum aggregate commitments of the Scotiabank ABL Facility was increased from $600,000,000 to $950,000,000 and the definition of applicable margin was adjusted as described above.

The obligations of the Company pursuant to the Scotiabank ABL Credit Agreement are secured by a first-priority perfected lien on, and security interest in, certain assets of the Company (not pledged to other facilities).