Debt |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2026 | |||
| ISQ Open Infrastructure Company LLC - Series II [Member] | |||
| Debt [Line Items] | |||
| DEBT |
Promissory Notes
On September 2, 2025, Series II issued unsecured promissory notes (the “Promissory Notes”) with a cumulative principal balance of $858,000. The Promissory Notes are reported at amortized cost and are reflected on Series II’s Unaudited Consolidated Statements of Assets and Liabilities. The Promissory Notes pay interest on the principal balances at a rate of 12.4% per annum, payable semi-annually in arrears, with a legal maturity date of September 2, 2055. However, the Manager intends to repay the Promissory Notes prior to the legal maturity and is currently amortizing upfront costs associated with the Promissory Notes over a period of three years. Amortized amounts are included within interest and financing expenses on Series II’s Unaudited Consolidated Statements of Operations. Line of Credit
On December 12, 2025, the Company, as well as certain wholly-owned subsidiaries which may be added and removed from time to time (the “Borrowers”), entered into an unsecured, uncommitted line of credit (the “2025 Credit Agreement”) up to a maximum aggregate principal amount of $60 million with I Squared Capital, LLC (the “Lender”), an affiliate of the Company interest rate is the then-current rate offered by a third-party lender or, if no such rate is available, the Secured Overnight Financing Rate (“SOFR”) applicable to such loan plus 2.25%. Interest is calculated on a 360-day year. The line of credit expired on April 15, 2026.
Each advance under the line of credit is repayable on or before the 10th business day after the month end following the earlier of (i) the date the Lender demands payment and (ii) the Stated Expiration Date (as defined in the 2025 Credit Agreement). To the extent Series II has not repaid all Loans and other Obligations (as defined in the 2025 Credit Agreement) under the line of credit after a repayment event has occurred, the Company shall use commercially reasonable efforts to apply excess available cash proceeds to the repayment in full of its Loans and Obligations; provided that the Borrowers will be permitted to (i) conduct the share redemption program on terms described in Series II’s private placement memorandum, as amended from time to time; (ii) close on any acquisition entered into prior to the Lender’s demand for payment; (iii) make elective distributions of an amount not to exceed amounts paid in the immediately preceding fiscal quarter; and (iv) pay any taxes when due. The line of credit also permits voluntary prepayment of principal and accrued interest without any penalty other than customary breakage costs subject to the Lender’s discretion. Each Borrower may withdraw from the line of credit at the time all such obligations held by such Borrower to the Lender under the 2025 Credit Agreement have been repaid to the Lender in full. 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.
None of the Lender and its assignees shall have any recourse to any entities with interests in the Borrowers such as a general partner or investor, including Series II, or any of their respective assets for any indebtedness or other monetary obligation incurred under the 2025 Credit Agreement.
Upon the expiration of the line of credit, Series II subsequently repaid the outstanding balance of $9,728,585 on its unsecured, uncommitted line of credit. All repayments were executed in accordance with the terms of the 2025 Credit Agreement.
As of June 30, 2026 and December 31, 2025, Series II had $0 and $10,510,000, respectively, outstanding under the 2025 Credit Agreement. For the three and six months ended June 30, 2026, Series II had accrued interest expenses of $17,352 and $283,761, respectively. There were no borrowings under the 2025 Credit Agreement for the period from the Funding Date to June 30, 2025.
Credit Agreement
On June 11, 2026, Series II, as the initial primary borrower, as well as additional Qualified Borrowers (as defined in the 2026 Credit Agreement) from time to time, entered into a revolving credit agreement (the “2026 Credit Agreement”) up to aggregate commitments of $60 million (“Aggregate Commitments”) with Sumitomo Mitsui Banking Corporation, as the Administrative Agent and Lead Arranger (each as defined in the 2026 Credit Agreement), as well as other lenders from time to time (the “Lenders”). The 2026 Credit Agreement expires on June 9, 2028 (the “Maturity Date”), subject to extension options of up to no longer than 364 days from the existing Maturity Date, requiring the Lenders’ approval. The 2026 Credit Agreement allows for increases in Aggregate Commitments in minimum increments of $5 million up to $180 million with a maximum of six such requests prior to the Maturity Date with Administrative Agent consent and subject to certain additional conditions as defined in the 2026 Credit Agreement.
Under the 2026 Credit Agreement, borrowings will bear interest at a rate of the (i) Base Rate (as defined in the 2026 Credit Agreement) plus 2.00% for Base Rate Loans (as defined in the 2026 Credit Agreement) or (ii) SOFR plus 3.00% for SOFR Loans (as defined in the 2026 Credit Agreement). Interest is calculated on the actual days elapsed in a year consisting of 365 or 366 for Base Rate Loans and 360 days for SOFR Loans. Interest payments are due the fifth business day following the last day of each calendar month for a Base Rate Loan or Simple SOFR Loan (as defined in the 2026 Credit Agreement), the last calendar day of each month (extending to the first business date of the next month if the last calendar day of the month is not a business day) for a Term SOFR Loan (as defined in the 2026 Credit Agreement), or at the Maturity Date. Series II shall pay an unused commitment fee of 75 basis points per annum when total borrowings are less than or equal to 50% of the Aggregate Commitment, or 50 basis points per annum when total borrowings are greater than 50% of the Aggregate Commitment. The unused commitment fee is calculated based on actual days elapsed in a year consisting of 360 days and is due the fifth business date following the last calendar day of each calendar quarter.
Upfront costs associated with the 2026 Credit Agreement are deferred and amortized over the term of the 2026 Credit Agreement. As of June 30, 2026, Series II had deferred financing costs of $826,837 in the Unaudited Consolidated Statements of Assets and Liabilities. For the three and six months ended June 30, 2026, Series II had amortization of deferred financing costs of $23,291 and $23,291, respectively, in the Unaudited Consolidated Statements of Operations.
As of June 30, 2026, Series II had no outstanding borrowings under the 2026 Credit Agreement. As of June 30, 2026, Series II had $60 million Aggregate Commitments available for borrowing under the 2026 Credit Agreement. For the three and six months ended June 30, 2026, Series II incurred interest expense of $25,000 in the Unaudited Consolidated Statements of Operations. |