v3.26.1
Note 6 - Unit Capital
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Members' Equity Notes Disclosure [Text Block]

Note 6. Unit Capital

 

As of June 30, 2026, the Company had six classes of units: Class A, Class C, Class I, Class W, Class Y and Class Z units. The unit classes have been sold with different upfront sales commissions and dealer manager fees as well as different ongoing distribution fees, dealer manager fees and/or service fees with respect to certain classes of units, including a distribution fee with respect to Class C units, an ongoing dealer manager fee with respect to Class I and Class W units, and an ongoing service fee with respect to Class W units. As of June 30, 2026, the Company recorded a liability in the aggregate amount of $348,000 for the estimated future amount of ongoing distribution fees, dealer manager fees and service fees payable. The estimated liability as of June 30, 2026 is calculated based on a net asset value per Class C, Class I and Class W units of $5.715 with a distribution fee of 0.80% for Class C units, an ongoing dealer manager fee of 0.50% for Class I units, and ongoing aggregate dealer manager and service fees of 0.75% for Class W units, per annum applied to the net asset value, during the expected period that Class C, Class W and Class I units remain outstanding, and discounted using an annual rate of 4%. All units participate in the income and expenses of the Company on a pro-rata basis based on the number of units outstanding. The following table is a summary of unit activity during the six months ended June 30, 2026:

 

  

Units

  

Units Issued

  

Units

  

Units

  

Units

 
  

Outstanding

  

under Distribution

  

Exchanged

  

Repurchased

  

Outstanding

 
  

as of

  

Reinvestment Plan

          

as of

 
  

December 31,

  

During

  

During

  

During

  

June 30,

 
  

2025

  

the Period

  

the Period

  

the Period

  

2026

 

Class A units

  18,303,344            18,303,344 

Class C units

  7,759,823            7,759,823 

Class I units

  10,582,818            10,582,818 

Class W units

  24,555            24,555 

Class Y units

  2,683,015            2,683,015 

Class Z units

  8,423,851            8,423,851 

Total

  47,777,406            47,777,406 

 

During the six months ended June 30, 2026, no units were issued under the DRP.

 

Beginning June 11, 2014, the Company commenced a unit repurchase program pursuant to which the Company may conduct quarterly unit repurchases of up to 5% of the weighted average number of outstanding units in any 12-month period to allow the Company’s unitholders, who have held units for a minimum of one year, to sell their units back to the Company at a price equal to the most recently determined net asset value per unit for each class of units, as most recently disclosed by the Company in a public filing with the SEC at the time of repurchase.

 

The unit repurchase program includes numerous restrictions, including a one-year holding period, that limit the ability of the Company’s unitholders to sell their units. Unless the Company’s board of managers determines otherwise, the Company will limit the number of units to be repurchased during any calendar year to the number of units that can be repurchased with the proceeds the Company receives from the sale of units under the Company’s DRP. At the sole discretion of the Company’s board of managers, the Company may also use cash on hand, cash available from borrowings and cash from the repayment or liquidation of investments as of the end of the applicable quarter to repurchase units.

 

During the six months ended June 30, 2026, no repurchase requests were fulfilled. Given that the Company had not yet filed its Annual Report on Form 10-K for the year ended December 31, 2022 with the SEC as of March 31, 2023, the Company temporarily suspended the private placement, the DRP and the unit repurchase program effective April 1, 2023. The suspension of the DRP was lifted effective April 24, 2024. On August 9, 2024, the Company's board of managers approved the reopening of the unit repurchase program, effective September 1, 2024, solely with respect to repurchase requests submitted in connection with the death or disability of a unitholder, subject to the other terms and limitations of the unit repurchase program. The private placement was terminated on November 29, 2024.    

 

As of  June 30, 2025, the Company recorded a liability in the aggregate amount of $362,000 for the estimated future amount of ongoing distribution fees, dealer manager fees and service fees payable. The estimated liability as of  June 30, 2025 is calculated based on a net asset value per Class C, Class I and Class W units of $5.945 with a distribution fee of 0.80% for Class C units, an ongoing dealer manager fee of 0.50% for Class I units, and ongoing aggregate dealer manager and service fees of 0.75% for Class W units, per annum applied to the net asset value, during the expected period that Class C, Class W and Class I units remain outstanding, and discounted using an annual rate of 4%. All units participate in the income and expenses of the Company on a pro-rata basis based on the number of units outstanding. The following table is a summary of unit activity during the six months ended June 30, 2025:

 

  

Units

  

Units Issued

  

Units Issued

  

Units

  

Units

  

Units

 
  

Outstanding

  

under Private

  

under Distribution

  

Exchanged

  

Repurchased

  

Outstanding

 
  

as of

  

Placement

  

Reinvestment Plan

          

as of

 
  

December 31,

  

During

  

During

  

During

  

During

  

June 30,

 
  

2024

  

the Period

  

the Period

  

the Period

  

the Period

  

2025

 

Class A units

  18,303,923               18,303,923 

Class C units

  7,759,823               7,759,823 

Class I units

  10,582,818               10,582,818 

Class W units

  24,555               24,555 

Class Y units

  2,683,015               2,683,015 

Class Z units

  8,423,851               8,423,851 

Total

  47,777,985               47,777,985 

   

During the six months ended June 30, 2025, no units were issued under the DRP and no units were sold pursuant to the Company's private placement.