CLO Transaction and Continuation Vehicle Transaction |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Collateralized Loan Obligation And Transaction [Abstract] | |
| CLO Transaction and Continuation Vehicle Transaction | 13. CLO Transaction and Continuation Vehicle Transaction On May 27, 2026, the Company, through the CLO Issuer, completed the CLO Transaction, an approximately $535.8 million securitization of middle-market loans previously held by certain of the Company's subsidiaries. The CLO Issuer issued Secured Notes due 2034 and LLC Interests. The CLO Issuer is a wholly-owned subsidiary of the CLO Retention Holder, which was an indirect wholly-owned subsidiary of the Company prior to the Continuation Vehicle Transaction. In connection with the CLO Transaction and in preparation for the Continuation Vehicle Transaction described below, the Company's subsidiaries contributed portfolio investments to the CLO Retention Holder and the CLO Issuer. Both entities were wholly-owned, consolidated subsidiaries of the Company at the time. The contributions were therefore eliminated in consolidation and had no impact on the Company’s consolidated net assets. On August 4, 2026, SVCP sold 95% of the limited liability company interests in the CLO Retention Holder (the “Continuation Vehicle”) to investment funds and accounts managed by Pantheon Ventures (US) LP (the “New Investors”) and retained the remaining 5% interest. At closing, the Continuation Vehicle, directly and through the CLO Issuer, held approximately $524 million of loans to 78 portfolio companies. The Advisor serves as investment manager to the Continuation Vehicle without compensation. The purchase price for the 95% interest was approximately $152.3 million. It was based on 95% of the portfolio’s gross fair value as of December 31, 2025, adjusted for (i) cash collateral for unfunded commitments, (ii) net repayments and investment income after December 31, 2025, and (iii) the CLO Issuer’s outstanding leverage. The purchase price is subject to a customary post-closing dispute resolution process. In July 2026, the Board of Directors engaged Lincoln International LLC (“Lincoln”) as financial advisor to the Board of Directors in connection with the Continuation Vehicle Transaction. Among other services, Lincoln rendered an opinion to the Board of Directors as to the fairness, from a financial point of view, of the consideration to be received by the Company in the Continuation Vehicle Transaction. The Company incurred professional fees and other expenses associated with Lincoln’s engagement.
13. CLO Transaction and Continuation Vehicle Transaction — (continued)
The Company concluded that the Continuation Vehicle Transaction caused it to lose its controlling financial interest in the Continuation Vehicle under ASC 810, Consolidation. Accordingly, the Company deconsolidated the Continuation Vehicle and the CLO Issuer as of August 4, 2026. Because the Continuation Vehicle is not a business and its assets consist primarily of financial assets, the Company also evaluated the transfer under ASC 860, Transfers and Servicing. It concluded that the transfer meets the conditions for sale accounting, so the transaction was accounted for as a sale and not as a secured borrowing. Upon deconsolidation, the Company (i) derecognized the assets and liabilities of the Continuation Vehicle and the CLO Issuer, including the Secured Notes, (ii) recognized the cash consideration received, (iii) recorded its retained 5% interest at fair value, and (iv) recognized a net loss of approximately $56.4 million, including transaction expenses and realized loss on extinguishment of debt, representing the net impact to net asset value from the transaction for the period. The net loss, excluding realized loss on extinguishment of debt, is included in net realized gain (loss) and net change in unrealized appreciation (depreciation) for both non-controlled, non-affiliated investments and non-controlled, affiliated investments in the Consolidated Statements of Operations. The loss is allocated between non-controlled, non-affiliated investments and non-controlled, affiliated investments in proportion to the fair value of each category within the deconsolidated portfolio. Realized loss on extinguishment of debt is presented as a separate line item in the Consolidated Statements of Operations. As of September 30, 2026, the Company’s continuing involvement in the Continuation Vehicle includes the Company's retained 5% interest, which had a fair value of $10,842,711 and is included in investments at fair value (non-controlled, affiliated) on the Consolidated Statements of Assets and Liabilities. SVCP, as the direct holder of the retained interest, may not directly transfer all or any portion of its retained interest to a person other than BlackRock, Inc., BlackRock, Inc.’s subsidiaries, the Advisor or any of their respective affiliates without the prior consent of the New Investors, except as permitted in accordance with the Continuation Vehicle’s organizational documents (for example, for transfers in connection with certain regulatory reasons). The retained interest is subordinate to the Secured Notes and could incur losses from credit deterioration, defaults, or declines in the value of the Continuation Vehicle’s underlying investments, or from changes in market conditions, interest rates, or discount rates. The Company’s maximum exposure to loss is limited to the carrying amount of the retained interest. The Company has no unfunded commitments to the Continuation Vehicle and has not provided, and is not obligated to provide, financial support, guarantees, or other credit or liquidity support. |