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

Note 6. Borrowings

The ratio of a BDC’s total assets (less total liabilities other than indebtedness represented by senior securities) to its total indebtedness represented by senior securities plus preferred stock, if any, must be at least 200% or 150%, if certain requirements are met. In connection with the Company’s organization and the Initial Closing, the Board and its initial shareholder authorized the Company to adopt the 150% asset coverage ratio. Additionally, investors both consented to the minimum asset coverage ratio of 150% and agreed not to seek to redeem their shares of common stock in connection therewith, in each case in the subscription agreement. As of June 30, 2026, the Company's asset coverage ratio was 173.87%.

The Company’s outstanding debt as of June 30, 2026 and December 31, 2025 was as follows (dollars in thousands):

 

 

 

As of June 30, 2026

 

 

As of December 31, 2025

 

 

 

Aggregate Principal Amount Available

 

 

Principal Amount Outstanding

 

 

Carrying Value

 

 

Fair Value

 

 

Aggregate Principal Amount Available

 

 

Principal Amount Outstanding

 

 

Carrying Value

 

 

Fair Value

 

SMBC Facility

 

 

195,000

 

 

 

72,100

 

 

 

72,100

 

 

 

72,100

 

 

 

195,000

 

 

 

67,100

 

 

 

67,100

 

 

 

67,100

 

2026 Notes(1)(2)

 

 

25,000

 

 

 

25,000

 

 

 

24,959

 

 

 

25,000

 

 

 

25,000

 

 

 

25,000

 

 

 

24,999

 

 

 

25,000

 

2028 Notes(1)(2)

 

 

25,000

 

 

 

25,000

 

 

 

24,629

 

 

 

25,000

 

 

 

25,000

 

 

 

25,000

 

 

 

24,998

 

 

 

25,000

 

VCC CLO(1)

 

 

377,500

 

 

 

377,500

 

 

 

375,224

 

 

 

377,500

 

 

 

377,500

 

 

 

377,500

 

 

 

375,115

 

 

 

377,500

 

Total borrowings outstanding

 

$

622,500

 

 

$

499,600

 

 

$

496,912

 

 

$

499,600

 

 

$

622,500

 

 

$

494,600

 

 

$

492,212

 

 

$

494,600

 

(1) Carrying value represents aggregate principal amount outstanding less unamortized debt issuance costs.

(2) As of June 30, 2026, the carrying values of the 2026 Notes and the 2028 Notes are presented inclusive of an incremental $(0.0) million and $(0.3) million, each resulting from a hedge accounting relationship. As of December 31, 2025, the carrying value of the 2026 Notes and the 2028 Notes are presented inclusive of an incremental $0.1 million and $0.1 million, respectively, each resulting from a hedge accounting relationship.

 

SMBC Facility

On August 9, 2024, the Company entered into a Senior Secured Revolving Credit Agreement (the “SMBC Credit Agreement” and the senior secured credit facility thereunder, the “SMBC Facility”) by and among the Company, as borrower, the lenders party thereto from time to time, the issuing banks party thereto from time to time, and Sumitomo Mitsui Banking Corporation, as administrative agent, sole book runner and lead arranger.

The SMBC Facility is guaranteed by VCCEH, a wholly owned subsidiary of the Company, and will be guaranteed by certain subsidiary guarantors. Proceeds of the SMBC Facility may be used for general corporate purposes, including the funding of portfolio investments.

The initial maximum principal amount of the SMBC Facility was $170 million, subject to availability under the borrowing base, which is based on the Company’s and subsidiary guarantors’ portfolio investments and other outstanding indebtedness. Maximum capacity under the SMBC Facility may be increased to $400 million through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The maximum principal amount available under the SMBC Facility was increased from $170 to $195 million pursuant to the accordion feature under the SMBC Credit Agreement on August 28, 2024. The SMBC Facility provides for the issuance of letters of credit in an initial aggregate face amount of up to $10 million, subject to increase or reduction from time to time pursuant to the terms of the SMBC Facility. The SMBC Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each subsidiary guarantor, subject to certain exceptions.

The availability period under the SMBC Facility will terminate on August 9, 2028 (the “SMBC Commitment Termination Date”) and the SMBC Facility will mature on August 9, 2029 (the “SMBC Maturity Date”). During the period from the SMBC Commitment Termination Date to the SMBC Maturity Date, the Company will be obligated to make mandatory prepayments under the SMBC Credit Agreement out of the proceeds of certain asset sales and other recovery events, equity and debt issuances and other returns of capital and extraordinary receipts.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the SMBC Facility will bear interest at either term SOFR plus a 2.125% or 2.000% margin, or the alternate base rate plus a 1.125% or 1.000% margin depending on the ratio of the borrowing base compared to the outstanding debt of the SMBC Facility. The Company may elect either the term SOFR or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. The Company also will pay a fee of 0.375% on average daily undrawn amounts under the SMBC Facility. The Company is also required to pay letter of credit participation fees and a fronting fee on the daily amount of any lender's exposure with respect to any letters of credit issued at the request of the Company under the SMBC Facility. As of June 30, 2026 and December 31, 2025, the Company had $2.2 million and $1.0 million, in letters of credit issued through the SMBC Facility,

respectively. The amount available for borrowing under the SMBC Facility is reduced by any letters of credit issued. As of June 30, 2026, there was $120.7 million available for borrowing (net of letters of credit) under the SMBC Facility, subject to borrowing base limitations.

The SMBC Credit Agreement includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.

At June 30, 2026 and December 31, 2025, the carrying amount of the Company's borrowings under the SMBC Facility approximated their fair value. The fair values of the Company's debt obligations are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company's borrowings under the SMBC Facility would be deemed to be Level 3 investments.

The following table summarizes the interest expense, unused fees and amortization of debt issuance costs incurred on the SMBC Facility for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

SMBC Facility interest

 

$

707

 

 

$

518

 

 

$

1,687

 

 

$

1,326

 

SMBC Facility unused fees

 

 

151

 

 

 

156

 

 

 

278

 

 

 

294

 

Amortization of debt issuance costs

 

 

88

 

 

 

87

 

 

 

174

 

 

 

174

 

Total interest and financing expenses related to the SMBC Facility

 

$

946

 

 

$

761

 

 

$

2,139

 

 

$

1,794

 

Weighted average outstanding debt balance of the SMBC Facility

 

$

46,155

 

 

$

30,756

 

 

$

55,415

 

 

$

39,993

 

Weighted average interest rate of the SMBC Facility (annualized)

 

 

6.1

%

 

 

6.8

%

 

 

6.1

%

 

 

6.7

%

 

VCC CLO 1, LLC

On November 26, 2024 (the “Closing Date”), the Company completed its $493.77 million term debt securitization (the “2024 Debt Securitization”), also known as a collateralized loan obligation, in connection with which a subsidiary of the Company issued the Debt (as defined below). The 2024 Debt Securitization is subject to the Company’s overall asset coverage requirement.

The debt offered in the 2024 Debt Securitization was issued and incurred by VCC CLO, an indirect, wholly-owned and consolidated subsidiary of the Company, and consists of (i) Class A-1 Senior Secured Floating Rate Notes, Class A-2 Senior Secured Floating Rate Loans, Class B Senior Secured Floating Rate Notes, Class B Senior Secured Floating Rate Loans and the Class C Mezzanine Secured Deferrable Floating Rate Notes (collectively, the “Secured Debt”), and (ii) the subordinated notes (the “Subordinated Notes” and, together with the Secured Debt, the “Debt”), the terms of which are summarized in the table below (dollars in thousands):

Class

 

Par Size ($)

 

 

Ratings (S&P)

 

Ratings (Fitch)

 

Coupon

Class A-1 Notes

 

$

280,000

 

 

AAA(sf)

 

AAA(sf)

 

SOFR + 1.71%

Class A-2 Loans

 

 

30,000

 

 

AAA(sf)

 

N/A

 

SOFR + 1.85%

Class B Notes

 

 

7,000

 

 

AA (sf)

 

N/A

 

SOFR + 2.15%

Class B Loans

 

 

23,000

 

 

AA (sf)

 

N/A

 

SOFR + 2.15%

Class C Notes

 

 

37,500

 

 

A (sf)

 

N/A

 

SOFR + 2.65%

Subordinated Notes

 

 

116,270

 

 

N/A

 

N/A

 

N/A

 

VCC CLO Depositor, a direct, wholly owned subsidiary of the Company, retained all of the Subordinated Notes issued in the 2024 Debt Securitization and eliminated in consolidation.

The 2024 Debt Securitization is backed by a diversified portfolio of middle market commercial loans and participation interests therein, which is managed by the Company pursuant to a collateral management agreement entered into with VCC CLO on the Closing Date (the “Collateral Management Agreement”). The Company has agreed to irrevocably waive all collateral management fees payable to it

so long as it is the collateral manager under the Collateral Management Agreement. The Debt is scheduled to mature on October 20, 2036; however, the Debt may be redeemed by VCC CLO, at the written direction of (i) a majority of the Subordinated Notes with the consent of the Company or (ii) the Company, in each case, on any business day on or after November 26, 2026.

As part of the 2024 Debt Securitization, the Company, VCC CLO Depositor and VCC CLO entered into a loan sale and contribution agreement on the Closing Date (the “Sale Agreement”), pursuant to which the Company sold, transferred, assigned, contributed or otherwise conveyed to VCC CLO Depositor and VCC CLO Depositor subsequently sold, transferred, assigned, contributed or otherwise conveyed to VCC CLO the loans and participations therein securing the 2024 Debt Securitization for the purchase price and other consideration set forth in the Sale Agreement. Following this transfer, VCC CLO, and not VCC CLO Depositor or the Company, holds all of the ownership interest in such loans and participations therein. The Company made customary representations, warranties and covenants in the Sale Agreement.

The Secured Debt is a secured obligation of VCC CLO, the Subordinated Notes are the unsecured obligations of VCC CLO, and the indenture and security agreement governing the Debt includes customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the "1933 Act"), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

At June 30, 2026 and December 31, 2025, the carrying amount of the Secured Debt of VCC CLO approximated its fair value. The fair values of the Company's debt obligations are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Secured Debt of VCC CLO would be deemed to be Level 3 investments.

The following table summarizes the interest expense and amortization of debt issuance costs incurred on VCC CLO for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

VCC CLO interest

 

$

5,270

 

 

$

5,881

 

 

$

10,520

 

 

$

11,846

 

Amortization of debt issuance costs

 

 

55

 

 

 

55

 

 

 

109

 

 

 

109

 

Total interest and financing expenses related to VCC CLO

 

$

5,325

 

 

$

5,936

 

 

$

10,629

 

 

$

11,955

 

Weighted average outstanding debt balance of VCC CLO

 

$

377,500

 

 

$

377,500

 

 

$

377,500

 

 

$

377,500

 

Weighted average interest rate of VCC CLO (annualized)

 

 

5.6

%

 

 

6.2

%

 

 

5.6

%

 

 

6.3

%

 

Unsecured Notes

 

On December 21, 2023, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $25,000,000 in aggregate principal amount of Series A Senior Notes, Tranche A, due December 21, 2026, with a fixed interest rate of 8.10% per year (the “2026 Notes”), and $25,000,000 in aggregate principal amount of Series A Senior Notes, Tranche B, due December 21, 2028, with a fixed interest rate of 8.20% per year (the “2028 Notes” and, together with the 2026 Notes, the “Notes”), to qualified institutional investors in a private offering exempt from the registration requirements of the 1933 Act. The Notes are guaranteed by VCCEH, a wholly owned subsidiary of the Company. The interest rate of each Note is subject to an adjustment in the event of certain triggering events, including, an Asset Coverage Ratio Event, a Secured Debt Ratio Event, and a Below Investment Grade Event (each as defined in the Note Purchase Agreement). As of December 31, 2024, the Company's asset coverage ratio was below 200%, which triggered an Asset Coverage Ratio Event. Accordingly, effective January 1, 2025, the interest rates of the 2026 Notes and the 2028 Notes increased to 9.10% and 9.20% per year, respectively.

 

Interest on the Notes are payable semi-annually on June 21 and December 21 each year. The 2026 Notes and the 2028 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option prior to September 21, 2026 and September 21, 2028, respectively, at par plus accrued interest to the redemption date and a make-whole premium, and thereafter at par plus accrued interest to the redemption date. In addition, the Company is obligated to offer to prepay the Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

On February 2, 2024, in connection with each of the 2026 Notes and the 2028 Notes, the Company entered into an interest rate swap agreement for a total notional amount of $25,000,000 and $25,000,000 that matures on December 21, 2026 and December 21, 2028, respectively. Under the interest rate swap agreement for the 2026 Notes and the 2028 Notes, the Company receives a fixed interest rate of 8.10% and 8.20% and pays a floating interest rate of SOFR + 4.226% and SOFR + 4.595%, respectively. The Company designated these interest rate swaps, the 2026 Notes, and the 2028 Notes as a qualifying fair value hedge accounting relationship. For more information, see "Note 5. Derivative Instruments."

 

At June 30, 2026, and December 31, 2025, the carrying amount of the Notes approximated their fair value. The fair values of the Company's debt obligations are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Notes would be deemed to be Level 3 investments.

 

The following table summarizes the interest expenses and amortization of debt issuance costs incurred on the Notes for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

2026 Notes interest

 

$

569

 

 

$

569

 

 

$

1,138

 

 

$

1,138

 

2028 Notes interest

 

 

575

 

 

 

575

 

 

 

1,150

 

 

 

1,150

 

Amortization of debt issuance costs

 

 

24

 

 

 

24

 

 

 

48

 

 

 

48

 

Effect of interest rate swap

 

 

29

 

 

 

73

 

 

 

47

 

 

 

130

 

Total

 

$

1,197

 

 

$

1,241

 

 

$

2,383

 

 

$

2,466

 

Weighted average stated interest rate, net of effect of interest rate swaps

 

 

9.4

%

 

 

9.8

%

 

 

9.4

%

 

 

9.7

%

Weighted average outstanding balance

 

 

50,000

 

 

 

50,000

 

 

 

50,000

 

 

 

50,000