Related Party Transactions |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions | 6. Second Amended and Restated LLC Agreement On April 30, 2026, the Company executed its LLC Agreement, which amended and restated the Company’s amended and restated limited liability company agreement, dated as of January 30, 2026. EQT Holdings AB, the Company’s sole Class Q Member, and the Manager are counterparties to the LLC Agreement, along with the other shareholders. The amendment and restatement effects certain changes, including, among other things, the establishment of the Company’s Class M-I Shares, Class M-S Shares, Class M-I-TE Shares and Class M-S-TE Shares. Class M-I Shares, Class M-S Shares, Class M-I-TE Shares and Class M-S-TE Shares have equal rights and privileges with the Company’s Class D Shares, Class A-D Shares, Class I Shares, Class A-I Shares, Class S Shares, and Class A-S Shares, except that Class S Shares, Class A-S Shares, Class M-S Shares and Class M-S-TE Shares pay a sales load and dealer manager fee; Class I Shares, Class A-I Shares, Class M-I Shares and Class M-I-TE Shares do not pay a servicing fee; and Class A-I, Class A-D, Class A-S, Class M-I Shares, Class M-S Shares, Class M-I-TE Shares and Class M-S-TE Shares pay a lower management fee rate. Class M-I Shares, Class M-S Shares, Class M-I-TE Shares and Class M-S-TE Shares are not entitled to nominate, remove or participate in the appointment of directors of the Company. Amended and Restated Management Agreement On April 30, 2026, the Company entered into an amended and restated management agreement (the “Management Agreement”), which amended and restated the Company's management agreement, dated as of January 30, 2026, with the Manager and EQIC Holdings L.P., a subsidiary of the Company. Pursuant to the Management Agreement, the Manager assists the Company with certain management, administrative and advisory services related to identifying, acquiring, owning and managing portfolio companies through Joint Ventures that the Company controls, in accordance with the Company’s acquisition objectives, guidelines, policies and limitations, subject to oversight by the Company’s Board. Pursuant to the Management Agreement, the Manager is entitled to receive a Management Fee from the Company. The Management Fee is payable monthly in arrears in an amount equal to (i) 1.25% per annum of the month-end NAV attributable to Class I Shares, Class D Shares, Class S Shares and Class E Shares and (ii) 1.00% per annum of the month-end NAV attributable to Class A-I Shares, Class A-D Shares, Class A-S Shares, Class M-I Shares, Class M-S Shares, Class M-S-TE Shares and Class M-I-TE Shares for a 33-month period following the Initial Offering and such Class A-I Shares, Class A-D Shares, Class A-S Shares, Class M-I Shares Class M-S Shares, Class M-S-TE Shares and Class M-I-TE Shares will receive a Management Fee waiver for a 9-month period following the Initial Offering, and 1.25% per annum of the month-end NAV attributable to such Class A-I Shares, Class A-D Shares, Class A-S Shares, Class M-I Shares, Class M-S Shares, Class M-S-TE Shares and Class M-I-TE Shares thereafter, each before giving effect to any accruals for the Management Fee, the servicing fee (the "Servicing Fee"), the Performance Allocation, share repurchases for that month, any distributions and without taking into account any taxes (whether paid, payable, accrued or otherwise) of any intermediate entity through which the Company indirectly acquires and holds a portfolio company, as determined in the good faith judgment of the Manager. Such Management Fee is calculated based on the Company’s transactional net asset value (the "Transactional NAV"), which is the price at which the Company sells and repurchases its Shares. The Management Fee may be paid, at the Manager’s election, in cash or Class T Shares. For the nine months ended September 30, 2026 and 2025 the Company recognized Management Fees of $792 and $0, respectively, in the Consolidated Statements of Operations, of which $792 was payable at period end and included in “Management Fee Payable, net” in the accompanying Consolidated Statements of Assets and Liabilities. The gross Management Fee of $5,263 was offset by the $4,471 management fee waiver to arrive at the net Management Fee of $792. For the three months ended September 30, 2026 and 2025 the Company recognized Management Fees of $357 and $0, respectively. Performance Allocation The Performance Allocation is equal to 12.5% of the Total Return attributable to Investor Shares subject to the Hurdle Amount and a High Water Mark, with a 100% Catch-Up. Such allocation is measured and allocated or paid annually (excluding the initial Reference Period, which will be measured and allocated or paid at the end of the initial Reference Period) and accrued monthly (subject to pro-rating for partial periods), payable either in cash or in Class T Shares. Specifically, promptly following the end of each Reference Period (and at the other times described herein), EQT AB Group is allocated a Performance Allocation in an amount equal to: • First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to EQT AB Group equals 12.5% of the sum of (a) the Hurdle Amount for that period and (b) any amount allocated to EQT AB Group pursuant to this clause (any such amount, the “Catch-Up”); and • Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. EQT AB Group is also allocated a Performance Allocation with respect to all Investor Shares that are repurchased in connection with repurchases of Shares in an amount calculated as described above with the relevant period being the portion of the Reference Period for which such Shares were outstanding, and proceeds for any such Share repurchases will be reduced by the amount of any such Performance Allocation. Such Performance Allocation is calculated based on the Company’s Transactional NAV. EQT AB Group may elect to receive the Performance Allocation in cash and/or Class T Shares. If the Performance Allocation is paid in Class T Shares, such Shares may be repurchased at EQT AB Group’s request and are subject to the repurchase limitations of our Share Repurchase Plan. “Total Return” for any period since the end of the prior Reference Period shall equal the sum of: • all distributions accrued or paid (without duplication) on Investor Shares outstanding at the end of such period since the beginning of the then-current Reference Period; plus • the change in aggregate NAV of such Investor Shares since the beginning of the Reference Period before giving effect to (a) changes resulting solely from the proceeds of issuances of the Investor Shares, (b) any allocation/accrual to the Performance Allocation and (c) applicable expenses for the Servicing Fee (including any payments made to the Company for payment of such expenses). For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the NAV of Investor Shares issued during the then-current Reference Period, (ii) treat any withholding tax on distributions paid by or received by the Company as part of the distributions accrued or paid on Investor Shares, (iii) exclude the proceeds from the initial issuance of such Shares and (iv) exclude any taxes (whether paid, payable, accrued or otherwise) of any intermediate entity through which the Company indirectly acquires and holds a portfolio company, as determined in the good faith judgment of the Manager. “Hurdle Amount” for any period during a Reference Period means that amount that results in a 5.0% annualized internal rate of return on the NAV of the Investor Shares outstanding at the beginning of the then-current Reference Period and all Investor Shares issued since the beginning of the then-current Reference Period, calculated in accordance with recognized industry practices and taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such Shares but excluding applicable expenses for the Servicing Fee and any taxes (whether paid, payable, accrued or otherwise) of any intermediate entity through which the Company indirectly acquires and holds a portfolio company, as determined in the good faith judgment of the Manager. The ending NAV of Investor Shares used in calculating the internal rate of return will be calculated before giving effect to any allocation/accrual to the Performance Allocation and applicable expenses for the Servicing Fee and any taxes (whether paid, payable, accrued or otherwise) of any intermediate entity through which the Company indirectly acquires and holds a portfolio company, as determined in the good faith judgment of the Manager. For the avoidance of doubt, the calculation of the Hurdle Amount for any period will exclude any Investor Shares repurchased during such period, which shares will be subject to the Performance Allocation upon repurchase as described above. Except as described in the definition of “Loss Carryforward Amount” herein, any amount by which the Total Return falls below the Hurdle Amount will not be carried forward to subsequent periods. EQT AB Group will not be obligated to return any portion of the Performance Allocation paid due to the subsequent performance of the Company. “Loss Carryforward Amount” shall initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total Return and decrease by any positive annual Total Return; provided, that the Loss Carryforward Amount shall at no time be less than zero; and provided further, that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any Investor Shares repurchased during the applicable Reference Period, which Shares will be subject to the Performance Allocation upon repurchase as described above. For the avoidance of doubt, with respect to Shares repurchased during the applicable Reference Period, the Loss Carryforward Amount shall not include amounts that would have been attributable to such repurchased Shares had such Shares not been repurchased during the applicable Reference Period. The effect of the Loss Carryforward Amount is that the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of the Performance Allocation. This is referred to as a “High Water Mark.” “Reference Period” means the applicable year beginning on January 1 and ending on December 31 of the same year; provided, that the initial Reference Period shall be the period from the date of acceptance of the initial subscription for shares of the Company by persons that are not affiliates of the Manager (the "Initial Offering") to December 31, 2026. For the nine months ended September 30, 2026 and 2025 the Company recognized a Performance Allocation of $13,624 and $0, respectively in the Consolidated Statements of Operations. As of September 30, 2026 $13,624 was accrued for and included in an accrued Performance Allocation in the accompanying Consolidated Statements of Assets and Liabilities. For the three months ended September 30, 2026 and 2025 the Company recognized a Performance Allocation of $5,319 and $0, respectively.
Trademark License Agreement The Company is party to a trademark license agreement with EQT AB, dated as of January 30, 2026 (the “Trademark License Agreement”). Pursuant to the Trademark License Agreement, EQT AB granted the Company a license to use certain trademarks and service marks subject to the terms of such agreement. Expense Limitation and Reimbursement Agreement Pursuant to the Second Amended and Restated Expense Limitation and Reimbursement Agreement, dated March 31, 2026 (the “Expense Limitation Agreement”) with the Manager, the Manager has agreed to forego an amount of its monthly management fee and/or pay, absorb or reimburse certain expenses of the Company, to the extent necessary through and including March 31, 2027, so that, for any fiscal year, the Company’s annual Specified Expenses (as defined below) do not exceed 0.75% of the Company’s net assets as of the end of each calendar month. The Company has agreed to carry forward the amount of any foregone Management Fee and/or expenses paid, absorbed or reimbursed by the Manager, when and if requested by the Manager, within five years from the end of the month in which the Manager waived or reimbursed such fees or expenses (“Excess Expenses”) and to reimburse the Manager in the amount of such Excess Expenses as promptly as possible, on a monthly basis, but only if and to the extent that Specified Expenses plus any recoupment do not exceed 0.75% of the Company’s net assets at the end of each calendar month. The Manager may recapture a Specified Expense in the same year it is incurred. This arrangement cannot be terminated prior to March 31, 2027 without the Board’s consent. “Specified Expenses” is defined to include all expenses incurred in the business of the Company, including organizational and offering costs, with the exception of (i) the Management Fee, (ii) the Performance Allocation, (iii) the Servicing Fee, (iv) the distribution fee, (v) portfolio company level expenses, (vi) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated transactions, in each case, accrued on or after the Initial Offering, (vii) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (viii) taxes, (ix) ordinary corporate operating expenses (including costs and expenses related to hiring, retaining, and compensating employees, officers and directors of the Company) accrued on or after the Initial Offering, (x) certain insurance costs and (xi) extraordinary expenses (as determined in the sole discretion of the Manager). The Company has agreed that its obligations under the Expense Limitation Agreement shall survive termination of the Expense Limitation Agreement. Further, upon dissolution, liquidation, sale of substantially all of the assets of the Company or termination of the Management Agreement, including termination of the Management Agreement by the Company, the Company has agreed first to reimburse the Manager any amounts previously reimbursed by the Manager to the Company under the Expense Limitation Agreement in excess of the total Management Fee that would have otherwise been due to the Manager by the Company. The Expense Limitation Agreement will be in effect through and including March 31, 2027, but may be renewed by the mutual agreement of the Manager and the Company for successive terms. The following table reflects the amounts subject to recoupment pursuant to the Expense Limitation Agreement and the expiration for future possible recoupments by the Manager as of September 30, 2026:
For the nine months ended September 30, 2026 and 2025, the total amount of expenses to be reimbursed by the Manager was $6,630 and $3,536, respectively. For the three months ended September 30, 2026 and 2025, the total amount of expenses to be reimbursed by the Manager was $0 and $427. For the three months ended September 30, 2026 and 2025, the Manager recouped expenses of $88 and $0, respectively. The $88 recouped reduced the amount subject to recoupment for the period ended June 30, 2024. Dealer-Manager Agreement On January 9, 2026, the Company entered into a Dealer-Manager Agreement (as amended from time to time, the “Dealer-Manager Agreement”) with EQT Partners BD, LLC (the “Dealer-Manager”). Pursuant to the Dealer-Manager Agreement, the Dealer-Manager solicits sales of the Company’s Shares authorized for issue in accordance with the Company’s confidential Private Placement Memorandum and provides certain administrative and shareholder services to the Company, subject to the terms and conditions set forth in the Dealer-Manager Agreement. The Dealer-Manager receives certain front-end sales charges, Distribution Fees, Servicing Fees and certain other fees as described in the Private Placement Memorandum. Servicing Fee The Company pays the Dealer-Manager ongoing shareholder servicing fees of (i) 0.85% of NAV per annum for Class S Shares, Class A-S Shares, Class M-S Shares and Class M-S-TE Shares and (ii) 0.25% of NAV per annum for Class D Shares and Class A-D Shares, in each case accrued monthly and payable quarterly (collectively, the “Servicing Fee”). Such Servicing Fee is calculated based on the Company’s transactional net asset value, which is the price at which the Company sells and repurchases its Shares. None of the Class I Shares, Class A-I Shares, Class M-I Shares, Class M-I-TE Shares or the EQT AB Group Shares incur the Servicing Fee. The Dealer-Manager generally expects to reallow the Servicing Fee to participating broker dealers and other intermediaries. Under GAAP, the Company accrues the cost of the Servicing Fees, as applicable, for the estimated life of the shares as an offering cost at the time we sell Class D Shares, Class S Shares, Class A-D Shares, Class A-S Shares, Class M-S-TE and Class M-S Shares. The Manager remits payment of the ongoing Servicing Fees on behalf of the Company and is reimbursed by the Company for such payments. As of September 30, 2026 and December 31, 2025, the Company has accrued $6,852 and $0, respectively, of Servicing Fees payable to the Dealer Manager related to Class D Shares, Class S Shares, Class A-D Shares, Class A-S Shares, Class M-S-TE and Class M-S Shares sold. |
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