Reorganization |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reorganizations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reorganization | Note 10. Reorganization On July 31, 2026, the Acquired Fund merged with and into the Fund, with the Fund continuing as the surviving entity, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) approved by the Board of Directors of each fund, including, in each case, the directors who are not “interested persons” (as defined in the 1940 Act). Under the terms of the Merger Agreement, all assets of the Acquired Fund were transferred to the Fund and, the Fund assumed all liabilities of the Acquired Fund by operation of law, and Unit Holders of the Acquired Fund received Units of beneficial interest in the Fund in exchange for their interests in the Acquired Fund. The primary purpose of the Reorganization was to consolidate the operations of the Acquired Fund and the Fund into a single BDC structure. The exchange was effected based on the relative NAV per Unit of each fund as of the close of business on July 31, 2026, with Unit Holders of the Acquired Fund receiving Units of the Fund with an aggregate value equal to the NAV of their holdings immediately prior to the Merger. For financial reporting purposes, the Merger was accounted for as a reverse asset acquisition in accordance with ASC 805, Business Combinations, with the Acquired Fund determined to be the accounting survivor. Accordingly, the accompanying financial statements reflect the historical financial position and results of operations of the Acquired Fund for periods prior to July 31, 2026, and include the results of operations of the Fund commencing August 1, 2026. The Merger was treated as a recapitalization of the Acquired Fund combined with the net assets of the Fund. As both entities are investment companies and the assets acquired consist substantially of investment securities measured at fair value, no goodwill or identifiable intangible assets were recorded. The assets and liabilities of the Acquired Fund and Units issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the Acquired Fund were carried forward and will be utilized for purposes of the Fund’s ongoing reporting of realized and unrealized gains and losses to more closely align subsequent reporting of realized gains with amounts distributable to unitholders for tax purposes. The Merger qualified as a tax-free reorganization for U.S. federal income tax purposes, and accordingly, no gain or loss was recognized by either fund or their respective Unit Holders. In connection with the Merger, the Fund issued 78,562,994 Units to the former Unit Holders of the Acquired Fund. The exchange ratio was determined by dividing (i) the NAV per Unit of the Acquired Fund of $9.25 by (ii) the NAV per Unit of the Fund of $10.30, resulting in an exchange ratio of 0.8975 Fund Units for each Acquired Fund Unit. All costs and expenses incurred in connection with the Merger were paid by the Adviser, and neither the Fund nor the Acquired Fund recognized reorganization related costs. Below is the summary of activity related to the Merger:
The Fund’s NAV per Unit following the Merger was $10.30. |
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