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Software Interest Rate 9.71% Reference Rate and Spread S + 5.25% Maturity 07/30/272024-12-3100016747602024-01-012024-03-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:ValuationTechniqueCollateralAnalysisMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:MeasurementInputRecoveryRateMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:CapitalMarketsMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Good Feet Worldwide LLC Specialty Retail Reference Rate and Spread S + 5.25% Maturity 12/10/272024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:FinancialServicesMember2025-01-012025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies Reference Rate and Spread S + 5.50% Maturity 06/29/272025-03-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrSeniorSecuredDebtMember2025-01-012025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Inova Payroll LLC Professional Services Interest Rate 10.69% Reference Rate and Spread S + 6.25% Maturity 12/31/25 Two2025-03-310001674760ck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-310001674760ck0001674760:ITSBuyerIncDbaITSLogisticsMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2025-03-3100016747602nd Lien/Senior Secured Debt - 4.8%2024-12-310001674760ck0001674760:ForeignCurrencyMember2025-01-012025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Streamland Media Midco LLC Entertainment Interest Rate 10.06% Reference Rate and Spread S + 5.50% Maturity 04/02/292025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Acuity Specialty Products, Inc. (dba Zep Inc.) Chemicals Interest Rate 8.25% Reference Rate and Spread S + 4.00% Maturity 10/02/282024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2023-12-310001674760ck0001674760:BeveragesMember2025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:HelixSleepIncMember2025-03-310001674760ck0001674760:SpecialtyRetailMember2025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMember2024-12-310001674760Equity Securities United States Common Stock Streamland Media Holdings LLC Entertainment Initial Acquisition Date 03/31/252025-03-310001674760ck0001674760:ForeignCurrencyMember2025-03-310001674760Non-Controlled Affiliated Investments Collaborative Imaging, LLC (dba Texas Radiology Associates)2024-01-012024-12-310001674760ck0001674760:FirstLienOrLastOutUnitrancheMember2025-03-310001674760us-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2025-03-310001674760Common Stock - 2.1%2025-03-3100016747601st Lien/Last-Out Unitranche - 40.7%2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Helix Sleep, Inc. 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Financial Services Interest Rate 12.42% Reference Rate and Spread S + 8.00% Maturity 06/01/262025-03-310001674760Warrants - 0.0%2024-12-310001674760Non-Controlled Affiliated Investments Elah Holdings, Inc.2025-03-310001674760us-gaap:CommonStockMember2025-01-012025-03-310001674760ck0001674760:SecondLienOrSeniorSecuredDebtMemberck0001674760:WineDotComIncMember2025-03-310001674760ck0001674760:PantheonSilverLLCMember2024-12-172024-12-170001674760ck0001674760:AirFreightAndLogisticsMember2024-12-310001674760ck0001674760:HAIHospitalityIncMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2025-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:AirFreightAndLogisticsMember2025-01-012025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt CorePower Yoga LLC Diversified Consumer Services Reference Rate and Spread S + 6.00% Maturity 05/14/262025-03-310001674760Non-Controlled Affiliated Investments Goldman Sachs Financial Square Government Fund2025-01-012025-03-310001674760ck0001674760:MoneyMarketFundAtFairValueMember2025-03-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrLastOutUnitrancheMemberck0001674760:ValuationTechniqueCollateralAnalysisMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMembersrt:MinimumMemberck0001674760:MeasurementInputRecoveryRateMember2025-03-310001674760ck0001674760:GroundTransportationMemberck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMember2025-01-012025-03-310001674760ck0001674760:DiversifiedConsumerServicesMember2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt KBP BRANDS, LLC Hotels, Restaurants & Leisure Interest Rate 10.56% Reference Rate and Spread S + 6.00%(Incl. 0.50% PIK) Maturity 05/26/27 One2025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:CDMFitnessHoldingsLLCMember2024-12-310001674760Debt Investments United States Unsecured Debt Wine.com, Inc. 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Household Durables Interest Rate 10.95% Reference Rate and Spread S + 6.50% Maturity 10/12/262025-03-310001674760us-gaap:MoneyMarketFundsMember2025-03-310001674760Debt Investments United States 2nd Lien/Senior Secured Debt Wine.com, LLC Beverages Interest Rate 16.75% Reference Rate and Spread S + 12.00% PIK Maturity 04/03/272024-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:FirstLienOrSeniorSecuredDebtMembersrt:MinimumMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Streamland Media Midco LLC Entertainment Interest Rate 14.09% Reference Rate and Spread S + 9.50% (Incl. 2.75% PIK) Maturity 03/31/252024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Convenient Payments Acquisition, Inc. (dba IntelliPay) Software Interest Rate 10.97% Reference Rate and Spread S + 6.50% Maturity 09/24/26 One2024-12-310001674760ck0001674760:AirFreightAndLogisticsMember2025-03-310001674760Non-Controlled Affiliated Investments2023-12-310001674760ck0001674760:SoftwareMember2025-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:ChemicalsMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt CDM Fitness Holdings, LLC Consumer Staples Distribution & Retail Interest Rate 10.70% Reference Rate and Spread S + 6.25% Maturity 06/17/262025-03-310001674760ck0001674760:JPMorganTermLoanFacilityMember2024-12-170001674760Non-Controlled Affiliated Investments Elah Holdings, Inc.2025-01-012025-03-310001674760ck0001674760:OctagonTowersLLCMemberck0001674760:FirstLienOrLastOutUnitrancheMember2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt PF Atlantic Holdco 2, LLC Hotels, Restaurants & Leisure Reference Rate and Spread S + 5.50% Maturity 11/12/272025-03-310001674760Non-Controlled Affiliated Investments Goldman Sachs Financial Square Government Fund2023-12-3100016747602024-01-012024-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrLastOutUnitrancheMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMember2024-12-310001674760ck0001674760:IglooIncMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt SPay, Inc. 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Capital Markets Initial Acquisition Date 05/09/182025-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2024-03-310001674760Non-Controlled Affiliated Investments Goldman Sachs Financial Square Government Fund2025-03-310001674760ck0001674760:BeveragesMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:CommonStockMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Curio Brands, LLC Household Products Interest Rate 9.48% Reference Rate and Spread S + 5.00% Maturity 12/21/272024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:ConsumerStaplesDistributionAndRetailMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:UnsecuredDebtMember2024-01-012024-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMember2025-03-310001674760Equity Securities United States Warrants KDOR Holdings Inc. (dba Senneca Holdings) Building Products Initial Acquisition Date 06/22/202024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Doxim, Inc. Financial Services Interest Rate 11.42% Reference Rate and Spread S + 7.00% Maturity 06/01/262025-03-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Peppertree Towers LLC Wireless Telecommunication Services Interest Rate 10.80% Reference Rate and Spread S + 6.50% Maturity 09/01/272025-03-310001674760Common Stock - 0.9%2024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Peppertree Towers LLC Wireless Telecommunication Services Interest Rate 10.83% Reference Rate and Spread S + 6.50% Maturity 09/01/272024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:ProfessionalServicesMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760ck0001674760:InvestmentsAtFairValueMembercountry:USus-gaap:GeographicConcentrationRiskMember2025-01-012025-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2025-03-310001674760Equity Securities United States Warrants KDOR Holdings Inc. (dba Senneca Holdings) Building Products Initial Acquisition Date 05/29/202025-03-310001674760us-gaap:FairValueInputsLevel3Member2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt KBP BRANDS, LLC Hotels, Restaurants & Leisure Interest Rate 10.56% Reference Rate and Spread S + 6.00%(Incl. 0.50% PIK) Maturity 05/26/272025-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:HouseholdDurablesMember2024-01-012024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:CurioBrandsLLCMember2024-12-310001674760ck0001674760:CapitalMarketsMember2025-03-310001674760Equity Securities United States Preferred Stock Wine.com, LLC Beverages Initial Acquisition Date 03/03/212024-12-310001674760ck0001674760:O2025Q2DividendsMembersrt:ScenarioForecastMember2025-07-292025-07-290001674760ck0001674760:FirstLienOrLastOutUnitrancheMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Celero Commerce LLC Financial Services Reference Rate and Spread S + 5.50% Maturity 10/23/252024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:DiversifiedConsumerServicesMemberck0001674760:IndustryConcentrationRiskMember2025-01-012025-03-310001674760us-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001674760us-gaap:FairValueInputsLevel3Member2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Convenient Payments Acquisition, Inc. (dba IntelliPay) Software Interest Rate 10.97% Reference Rate and Spread S + 6.50% Maturity 09/24/262024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:CDMFitnessHoldingsLLCMember2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies Reference Rate and Spread S + 5.50% Maturity 06/29/272024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt ITS Buyer Inc (dba ITS Logistics) Air Freight & Logistics Reference Rate and Spread S + 5.50% Maturity 06/14/262024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt CorePower Yoga LLC Diversified Consumer Services Interest Rate 10.48% Reference Rate and Spread S + 7.25% (Incl. 1.25% PIK) Maturity 05/14/262025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Streamland Media Midco LLC Entertainment Interest Rate 11.06% Reference Rate and Spread S + 6.50% Maturity 04/02/292025-03-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2025-03-310001674760ck0001674760:ConsumerFinanceMember2025-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:ITServicesMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt SPay, Inc. (dba Stack Sports) Interactive Media & Services Interest Rate 13.96% Reference Rate and Spread S + 9.25% (Incl. 3.50% PIK) Maturity 06/15/262024-12-310001674760Equity Securities United States Warrants KDOR Holdings Inc. (dba Senneca Holdings) Building Products Initial Acquisition Date 05/29/20 One2024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:CurioBrandsLLCMember2025-03-3100016747601st Lien/Last-Out Unitranche - 42.7%2025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:GoodFeetWorldwideLLCMember2025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:HelixSleepIncMember2024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:ITSBuyerIncDbaITSLogisticsMember2024-12-310001674760ck0001674760:ConsumerStaplesDistributionAndRetailMember2024-12-310001674760ck0001674760:FirstLienOrLastOutUnitrancheMember2024-12-310001674760ck0001674760:JPMorganTermLoanFacilityMember2025-01-012025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt SugarCRM Inc. Software Reference Rate and Spread S + 5.25% Maturity 07/30/272024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Convenient Payments Acquisition, Inc. (dba IntelliPay) Software Interest Rate 10.94% Reference Rate and Spread S + 6.50% Maturity 09/24/262025-03-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:InvestmentAdviserDidNotDevelopUnobservableInputsMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:ProfessionalServicesMemberck0001674760:IndustryConcentrationRiskMember2025-01-012025-03-310001674760ck0001674760:JPMorganTermLoanFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMember2025-01-012025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt PF Atlantic Holdco 2, LLC Hotels, Restaurants & Leisure Interest Rate 10.01% Reference Rate and Spread S + 5.50% Maturity 11/12/272024-12-310001674760Equity Securities United States Common Stock Elah Holdings, Inc. Capital Markets Initial Acquisition Date 05/09/182024-01-012024-12-310001674760ck0001674760:FinancialServicesMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:ConsumerFinanceMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Ej2 Communications, Inc. (dba Flashpoint) IT Services Interest Rate 12.28% Reference Rate and Spread S + 7.72% (Incl. 3.53% PIK) Maturity 06/30/272025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Marquis Software Solutions Inc Consumer Finance Interest Rate 9.67% Reference Rate and Spread S + 5.25% Maturity 11/29/26 One2025-03-310001674760us-gaap:CommonStockMember2024-12-310001674760us-gaap:ForeignExchangeForwardMember2025-01-012025-03-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrLastOutUnitrancheMember2025-03-310001674760United States - 0.9%2024-12-310001674760us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-03-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrSeniorSecuredDebtMember2024-03-310001674760Non-Controlled Affiliated Investments Collaborative Imaging, LLC (dba Texas Radiology Associates)2023-12-3100016747602024-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:SecondLienOrSeniorSecuredDebtMember2024-01-012024-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:HouseholdProductsMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Doxim, Inc. Financial Services Interest Rate 10.82% Reference Rate and Spread S + 6.40% Maturity 06/01/26 One2025-03-310001674760ck0001674760:SecondLienOrSeniorSecuredDebtMember2025-03-310001674760us-gaap:PreferredStockMember2025-03-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberck0001674760:FirstLienOrLastOutUnitrancheMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMember2025-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:CommonStockMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:EquitySecuritiesMember2024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:PFAtlanticHoldco2LLCMember2025-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:ITServicesMember2025-01-012025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Lithium Technologies, Inc. Interactive Media & Services Reference Rate and Spread S + 11.00% PIK Maturity 01/03/252025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt CDM Fitness Holdings, LLC Consumer Staples Distribution & Retail Reference Rate and Spread S + 6.25% Maturity 06/17/262024-12-310001674760Non-Controlled Affiliated Investments Goldman Sachs Financial Square Government Fund2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt HAI Hospitality, Inc. Hotels, Restaurants & Leisure Reference Rate and Spread S + 5.50% Maturity 12/06/28 One2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:CommonStockMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:EquitySecuritiesMember2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Igloo Inc. Software Interest Rate 10.78% Reference Rate and Spread S + 6.00% Maturity 12/23/26 Two2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt ITS Buyer Inc (dba ITS Logistics) Air Freight & Logistics Interest Rate 10.05% Reference Rate and Spread S + 5.50% Maturity 06/14/262025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:VrcCompaniesLlcDbaVitalRecordsControlMember2024-12-310001674760ck0001674760:OneMonthSOFRMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies Interest Rate 10.35% Reference Rate and Spread S + 5.50% Maturity 06/29/272024-12-310001674760ck0001674760:JPMorganTermLoanFacilityMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Good Feet Worldwide LLC Specialty Retail Interest Rate 9.48% Reference Rate and Spread S + 5.25% Maturity 12/10/27 One2024-12-310001674760ck0001674760:SixMonthSOFRMember2024-12-310001674760Debt Investments United States 2nd Lien/Senior Secured Debt Wine.com, LLC Beverages Interest Rate 16.79% Reference Rate and Spread S + 12.00% PIK Maturity 04/03/272024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:HotelsRestaurantsLeisureMember2025-01-012025-03-310001674760Investments in Affiliated Money Market Fund - 0.4.2%2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt CDM Fitness Holdings, LLC Consumer Staples Distribution & Retail Interest Rate 10.73% Reference Rate and Spread S + 6.25% Maturity 06/17/262024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt StreetMasters Intermediate, Inc. Professional Services Interest Rate 9.97% Reference Rate and Spread S + 5.50% Maturity 12/24/26 One2024-12-310001674760ck0001674760:InvestmentsAtFairValueMembercountry:USus-gaap:GeographicConcentrationRiskMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt StreetMasters Intermediate, Inc. Professional Services Reference Rate and Spread S + 5.50% Maturity 12/24/262024-12-310001674760us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2025-03-3100016747602nd Lien/Senior Secured Debt - 5.3%2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Curio Brands, LLC Household Products Reference Rate and Spread S + 5.00% Maturity 12/21/272024-12-310001674760us-gaap:FairValueInputsLevel1Member2024-12-310001674760us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2025-03-310001674760ck0001674760:SpecialtyRetailMemberck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMember2025-01-012025-03-310001674760ck0001674760:GroundTransportationMember2024-12-310001674760Equity Securities United States Preferred Stock Wine.com, LLC Beverages Initial Acquisition Date 11/14/182024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:SoftwareMember2024-01-012024-12-310001674760Debt Investments - 165.6%2024-12-310001674760us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberus-gaap:MeasurementInputRevenueMultipleMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:InteractiveMediaServicesMemberck0001674760:IndustryConcentrationRiskMember2025-01-012025-03-310001674760ck0001674760:SpecialtyRetailMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberus-gaap:GeographicConcentrationRiskMember2025-01-012025-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:BuildingProductsMember2024-01-012024-12-310001674760us-gaap:FairValueInputsLevel3Member2025-01-012025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Igloo Inc. Software Interest Rate 10.78% Reference Rate and Spread S + 6.00% Maturity 12/23/26 One2024-12-310001674760Equity Securities United States Warrants KDOR Holdings Inc. (dba Senneca Holdings) Building Products Initial Acquisition Date 05/29/202024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt CDM Fitness Holdings, LLC Consumer Staples Distribution & Retail Reference Rate and Spread S + 6.25% Maturity 06/17/262025-03-3100016747601st Lien/Last-Out Unitranche - 40.0%2025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:KeystonePurchaserLLCDbaBridgewayMember2024-12-310001674760Unsecured Debt - 0.0%2025-03-310001674760ck0001674760:InvestmentAdvisoryAgreementMember2025-03-310001674760ck0001674760:WirelessTelecommunicationServicesMember2024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Doxim, Inc. Financial Services Interest Rate 10.86% Reference Rate and Spread S + 6.40% Maturity 06/01/262024-12-310001674760us-gaap:FairValueInputsLevel3Member2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:HotelsRestaurantsLeisureMember2024-01-012024-12-310001674760Debt Investments United States Unsecured Debt Wine.com, Inc. Beverages Reference Rate and Spread S + 15.00% PIK Maturity 04/03/27 Two2025-03-310001674760ck0001674760:JPMorganTermLoanFacilityMember2025-03-310001674760Equity Securities United States Preferred Stock Wine.com, LLC Beverages Initial Acquisition Date 11/14/182025-03-310001674760us-gaap:CommonStockMember2024-01-012024-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:SecondLienOrSeniorSecuredDebtMember2024-03-310001674760ck0001674760:AffiliatedInvestmentMember2024-01-012024-12-310001674760currency:USD2025-01-012025-03-310001674760United States - 165.6%2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt HAI Hospitality, Inc. Hotels, Restaurants & Leisure Reference Rate and Spread S + 5.50% Maturity 12/06/282024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:DiversifiedConsumerServicesMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Keystone Purchaser LLC (dba Bridgeway) Ground Transportation Interest Rate 10.22% Reference Rate and Spread S + 5.75% Maturity 05/07/272024-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Helix Sleep, Inc. Household Durables Interest Rate 11.45% Reference Rate and Spread S + 7.00% Maturity 10/12/262025-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2025-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberus-gaap:EntertainmentMember2025-01-012025-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt CorePower Yoga LLC Diversified Consumer Services Interest Rate 10.54% Reference Rate and Spread S + 6.00% Maturity 05/14/262024-12-310001674760ck0001674760:ITServicesMember2024-12-310001674760Debt Investments United States Unsecured Debt Wine.com, Inc. Beverages Reference Rate and Spread S + 15.00% PIK Maturity 04/03/27 Two2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Marquis Software Solutions Inc Consumer Finance Interest Rate 9.67% Reference Rate and Spread S + 5.25% Maturity 11/29/262025-03-310001674760ck0001674760:BuildingProductsMember2025-03-310001674760ck0001674760:HouseholdProductsMember2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt KBP BRANDS, LLC Hotels, Restaurants & Leisure Interest Rate 10.56% Reference Rate and Spread S + 6.00%(Incl. 0.50% PIK) Maturity 05/26/27 Two2025-03-310001674760Equity Securities United States Warrants KDOR Holdings Inc. (dba Senneca Holdings) Building Products Initial Acquisition Date 05/29/20 One2025-01-012025-03-310001674760ck0001674760:InteractiveMediaServicesMember2024-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2024-12-3100016747602025-02-262025-02-260001674760Debt Investments United States 1st Lien/Senior Secured Debt Inova Payroll LLC Professional Services Interest Rate 10.69% Reference Rate and Spread S + 6.25% Maturity 12/31/252025-03-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:SecondLienOrSeniorSecuredDebtMember2023-12-3100016747601st Lien/Senior Secured Debt - 93.5%2025-03-310001674760us-gaap:DebtMember2024-01-012024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2025-03-310001674760United States - 0.1%2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Keystone Purchaser LLC (dba Bridgeway) Ground Transportation Interest Rate 10.32% Reference Rate and Spread S + 5.75% Maturity 05/07/272025-03-310001674760us-gaap:UnsecuredDebtMember2024-12-310001674760Non-Controlled Affiliated Investments2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberus-gaap:EntertainmentMember2024-01-012024-12-310001674760Total Investments - 166.5%2024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Marquis Software Solutions Inc Consumer Finance Interest Rate 9.71% Reference Rate and Spread S + 5.25% Maturity 11/29/26 Two2024-12-310001674760us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:InteractiveMediaServicesMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt ITS Buyer Inc (dba ITS Logistics) Air Freight & Logistics Reference Rate and Spread S + 5.50% Maturity 06/14/262025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Acuity Specialty Products, Inc. (dba Zep Inc.) Chemicals Interest Rate 8.30% Reference Rate and Spread S + 4.00% Maturity 10/02/282025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt SPay, Inc. (dba Stack Sports) Interactive Media & Services Interest Rate 13.99% Reference Rate and Spread S + 9.25% (Incl. 3.50% PIK) Maturity 06/15/262024-12-310001674760ck0001674760:StreamlandMediaMidcoLLCMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Marquis Software Solutions Inc Consumer Finance Interest Rate 9.71% Reference Rate and Spread S + 5.25% Maturity 11/29/26 One2024-12-310001674760United States - 141.5%2025-03-310001674760Investments and Investments in Affiliated Money Market Fund - 166.6%2024-12-310001674760Debt Investments United States 2nd Lien/Senior Secured Debt Wine.com, LLC Beverages Interest Rate 16.56% Reference Rate and Spread S + 12.00% PIK Maturity 04/03/27 One2025-03-310001674760ck0001674760:InteractiveMediaServicesMember2025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:SplashCarWashIncMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Inova Payroll LLC Professional Services Interest Rate 10.69% Reference Rate and Spread S + 6.25% Maturity 12/31/25 One2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Igloo Inc. Software Interest Rate 10.78% Reference Rate and Spread S + 6.00% Maturity 12/23/262024-12-310001674760us-gaap:UnsecuredDebtMember2025-03-310001674760United States - 2.1%2025-03-310001674760ck0001674760:InvestmentAdvisoryAgreementMember2025-01-012025-03-310001674760ck0001674760:SpvMember2025-01-012025-03-3100016747602025-01-012025-03-310001674760ck0001674760:IglooIncMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Curio Brands, LLC Household Products Interest Rate 9.47% Reference Rate and Spread S + 5.00% Maturity 12/21/272025-03-310001674760ck0001674760:JPMorganTermLoanFacilityMembersrt:MaximumMember2024-12-170001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMember2025-01-012025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:SugarCRMIncMember2025-03-310001674760ck0001674760:HotelsRestaurantsLeisureMember2025-03-310001674760ck0001674760:K2TowersIILLCMemberck0001674760:FirstLienOrLastOutUnitrancheMember2024-12-310001674760Equity Securities - 0.9%2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:SoftwareMember2025-01-012025-03-310001674760ck0001674760:ThreeMonthSOFRMember2024-12-310001674760Preferred Stock - 0.00%2024-12-310001674760Debt Investments United States Unsecured Debt Wine.com, Inc. Beverages Reference Rate and Spread S + 15.00% PIK Maturity 04/03/27 One2024-12-310001674760ck0001674760:JpmorganRevolvingCreditFacilityMember2024-01-012024-03-310001674760ck0001674760:ChemicalsMember2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Igloo Inc. Software Interest Rate 10.68% Reference Rate and Spread S + 6.00% Maturity 12/23/262025-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:CommonStockMember2023-12-310001674760ck0001674760:K2TowersIILLCMemberck0001674760:FirstLienOrLastOutUnitrancheMember2025-03-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrLastOutUnitrancheMember2023-12-310001674760Equity Securities United States Preferred Stock Wine.com, LLC Beverages Initial Acquisition Date 03/03/212025-01-012025-03-310001674760Preferred Stock - 0.0%2025-03-310001674760ck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:SugarCRMIncMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Curio Brands, LLC Household Products Interest Rate 9.48% Reference Rate and Spread S + 5.00% Maturity 12/21/27 One2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Keystone Purchaser LLC (dba Bridgeway) Ground Transportation Interest Rate 10.22% Reference Rate and Spread S + 5.75% Maturity 05/07/27 One2024-12-310001674760ck0001674760:SilverMergerSubLLCMember2024-12-172024-12-170001674760us-gaap:DebtMember2025-01-012025-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:BuildingProductsMember2025-01-012025-03-310001674760ck0001674760:ConsumerStaplesDistributionAndRetailMember2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies Interest Rate 10.05% Reference Rate and Spread S + 5.50% Maturity 06/29/272025-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:UnsecuredDebtMember2024-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Keystone Purchaser LLC (dba Bridgeway) Ground Transportation Reference Rate and Spread S + 5.75% Maturity 05/07/272024-12-310001674760ck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-3100016747602025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt KBP BRANDS, LLC Hotels, Restaurants & Leisure Interest Rate 10.10% Reference Rate and Spread S + 5.50% Maturity 05/26/272024-12-310001674760Investments in Affiliated Money Market Fund - 4.2%2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Splash Car Wash Inc Diversified Consumer Services Interest Rate 11.01% Reference Rate and Spread S + 6.50% Maturity 06/30/26 One2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2025-03-310001674760us-gaap:DebtMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Inova Payroll LLC Professional Services Interest Rate 10.72% Reference Rate and Spread S + 6.25% Maturity 12/31/252024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:CommonStockMember2024-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMembersrt:MinimumMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberus-gaap:MeasurementInputRevenueMultipleMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:SecondLienOrSeniorSecuredDebtMember2025-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:PreferredStockMember2024-03-310001674760United States - 4.2%2025-03-310001674760us-gaap:FairValueInputsLevel3Member2024-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Good Feet Worldwide LLC Specialty Retail Interest Rate 9.42% Reference Rate and Spread S + 5.00% Maturity 12/10/27 One2025-03-310001674760ck0001674760:HAIHospitalityIncMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:UnsecuredDebtMember2023-12-310001674760ck0001674760:SecondLienOrSeniorSecuredDebtMemberck0001674760:WineDotComIncMember2024-12-310001674760Unsecured Debt - 0.00%2025-03-310001674760ck0001674760:SilverMergerSubLLCMember2024-12-170001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760us-gaap:FairValueInputsLevel3Member2024-01-012024-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Curio Brands, LLC Household Products Interest Rate 9.47% Reference Rate and Spread S + 5.00% Maturity 12/21/27 One2025-03-310001674760us-gaap:RevolvingCreditFacilityMember2025-03-310001674760us-gaap:OtherLiabilitiesMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt HAI Hospitality, Inc. Hotels, Restaurants & Leisure Interest Rate 9.89% Reference Rate and Spread S + 5.50% Maturity 12/06/282025-03-310001674760us-gaap:EntertainmentMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Helix Sleep, Inc. Household Durables Reference Rate and Spread S + 6.50% Maturity 10/12/262025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Helix Sleep, Inc. Household Durables Interest Rate 11.54% Reference Rate and Spread S + 6.50% Maturity 10/12/262024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Igloo Inc. Software Interest Rate 10.68% Reference Rate and Spread S + 6.00% Maturity 12/23/26 One2025-03-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2025-03-3100016747601st Lien/Senior Secured Debt - 96.2%2025-03-310001674760Equity Securities United States Common Stock Country Fresh Holding Company Inc. Food Products Initial Acquisition Date 04/29/192024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt SugarCRM Inc. Software Interest Rate 9.42% Reference Rate and Spread S + 5.00% Maturity 07/30/272025-03-310001674760ck0001674760:GroundTransportationMember2025-03-310001674760Debt Investments United States 2nd Lien/Senior Secured Debt Chase Industries, Inc. (dba Senneca Holdings) Building Products PIK Reference Rate and Spread 10.00% Maturity 05/11/20272024-12-310001674760currency:USD2024-01-012024-12-310001674760Non-Controlled Affiliated Investments Elah Holdings, Inc.2023-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:BeveragesMember2025-01-012025-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:CommonStockMember2024-01-012024-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMember2025-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberus-gaap:CommonStockMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:EquitySecuritiesMember2025-03-310001674760Equity Securities United States Preferred Stock Wine.com, LLC Beverages Initial Acquisition Date 11/14/182025-01-012025-03-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:ValuationTechniqueCollateralAnalysisMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:MeasurementInputRecoveryRateMembersrt:MaximumMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Convenient Payments Acquisition, Inc. (dba IntelliPay) Software Reference Rate and Spread S + 6.50% Maturity 09/24/262024-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrLastOutUnitrancheMember2024-03-310001674760ck0001674760:ProfessionalServicesMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:HouseholdDurablesMember2025-01-012025-03-310001674760ck0001674760:SixMonthSOFRMember2025-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:FinancialServicesMember2024-01-012024-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:FirstLienOrSeniorSecuredDebtMembersrt:MaximumMember2025-03-310001674760ck0001674760:WirelessTelecommunicationServicesMember2025-03-310001674760Non-Controlled Affiliated Investments2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Splash Car Wash Inc Diversified Consumer Services Interest Rate 11.09% Reference Rate and Spread S + 6.50% Maturity 06/30/262024-12-310001674760Investments and Investments in Affiliated Money Market Fund - 147.8%2025-03-310001674760ck0001674760:BuildingProductsMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Marquis Software Solutions Inc Consumer Finance Interest Rate 9.67% Reference Rate and Spread S + 5.25% Maturity 11/29/26 Two2025-03-310001674760us-gaap:OtherLiabilitiesMember2025-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:WirelessTelecommunicationServicesMember2025-01-012025-03-310001674760Equity Securities United States Common Stock Elah Holdings, Inc. Capital Markets Initial Acquisition Date 05/09/182024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:ConvenientPaymentsAcquisitionIncDbaIntelliPayMember2025-03-310001674760ck0001674760:FormerInvestmentAdvisoryAgreementMemberck0001674760:IncentiveFeeCapEqualToCumulativeNetReturnMember2025-01-012025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt CDM Fitness Holdings, LLC Consumer Staples Distribution & Retail Interest Rate 10.70% Reference Rate and Spread S + 6.25% Maturity 06/17/26 One2025-03-310001674760us-gaap:DebtMember2025-03-310001674760Equity Securities United States Common Stock Country Fresh Holding Company Inc. Food Products Initial Acquisition Date 04/29/192024-12-310001674760ck0001674760:CommercialServicesSuppliesMember2024-12-310001674760Equity Securities United States Common Stock Streamland Media Holdings LLC Entertainment Initial Acquisition Date 03/31/252025-01-012025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Inova Payroll LLC Professional Services Interest Rate 10.72% Reference Rate and Spread S + 6.25% Maturity 12/31/25 One2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt PF Atlantic Holdco 2, LLC Hotels, Restaurants & Leisure Interest Rate 9.95% Reference Rate and Spread S + 5.50% Maturity 11/12/272025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt PF Atlantic Holdco 2, LLC Hotels, Restaurants & Leisure Interest Rate 10.01% Reference Rate and Spread S + 5.50% Maturity 11/12/27 One2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt KBP BRANDS, LLC Hotels, Restaurants & Leisure Interest Rate 10.09% Reference Rate and Spread S + 5.50% Maturity 05/26/272024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:PreferredStockMember2024-01-012024-03-310001674760ck0001674760:AffiliatedInvestmentMember2025-01-012025-03-310001674760Equity Securities United States Common Stock Elah Holdings, Inc. Capital Markets Initial Acquisition Date 05/09/182025-01-012025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Helix Sleep, Inc. Household Durables Interest Rate 10.96% Reference Rate and Spread S + 6.50% Maturity 10/12/262025-03-310001674760ck0001674760:CommercialServicesSuppliesMember2025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:VrcCompaniesLlcDbaVitalRecordsControlMember2025-03-310001674760Non-Controlled Affiliated Investments Elah Holdings, Inc.2024-12-3100016747602023-12-310001674760Non-Controlled Affiliated Investments2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Good Feet Worldwide LLC Specialty Retail Interest Rate 9.42% Reference Rate and Spread S + 5.00% Maturity 12/10/272025-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:CommercialServicesSuppliesMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Ej2 Communications, Inc. (dba Flashpoint) IT Services Interest Rate 12.31% Reference Rate and Spread S + 7.72% (Incl. 3.53% PIK) Maturity 06/30/27 One2024-12-310001674760Debt InveDebt Investments United States 1st Lien/Senior Secured Debt Streamland Media Midco LLC Entertainment Interest Rate 14.09% Reference Rate and Spread S + 9.50% (Incl. 2.75% PIK) Maturity 03/31/25 Three2024-12-310001674760ck0001674760:FirstLienOrLastOutUnitrancheMember2025-03-3100016747601st Lien/Senior Secured Debt - 120.1%2024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:PFAtlanticHoldco2LLCMember2024-12-310001674760ck0001674760:JpmorganRevolvingCreditFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMember2025-01-012025-03-310001674760Equity Securities United States Warrants KDOR Holdings Inc. (dba Senneca Holdings) Building Products Initial Acquisition Date 05/29/202025-01-012025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:MarquisSoftwareSolutionsIncMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Igloo Inc. Software Interest Rate 10.68% Reference Rate and Spread S + 6.00% Maturity 12/23/26 Two2025-03-310001674760ck0001674760:SecondLienOrSeniorSecuredDebtMember2025-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:IncomeApproachValuationTechniqueMember2024-12-310001674760us-gaap:CommonStockMember2024-12-310001674760ck0001674760:ProfessionalServicesMember2025-03-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:CommonStockMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberus-gaap:EquitySecuritiesMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrLastOutUnitrancheMember2024-12-310001674760us-gaap:PreferredStockMember2024-12-310001674760Equity Securities United States Warrants KDOR Holdings Inc. (dba Senneca Holdings) Building Products Initial Acquisition Date 05/29/202024-01-012024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Doxim, Inc. Financial Services Interest Rate 12.42% Reference Rate and Spread S + 8.00% Maturity 06/01/26 One2025-03-310001674760ck0001674760:GroundTransportationMemberck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Curio Brands, LLC Household Products Reference Rate and Spread S + 5.00% Maturity 12/21/272025-03-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:WirelessTelecommunicationServicesMember2024-01-012024-12-310001674760ck0001674760:SilverMergerSubLLCMember2025-01-012025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:ConvenientPaymentsAcquisitionIncDbaIntelliPayMember2024-12-310001674760ck0001674760:ChemicalsMember2024-12-310001674760us-gaap:WarrantMember2025-03-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Ej2 Communications, Inc. (dba Flashpoint) IT Services Interest Rate 12.31% Reference Rate and Spread S + 7.72% (Incl. 3.53% PIK) Maturity 06/30/272024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Helix Sleep, Inc. Household Durables Interest Rate 11.26% Reference Rate and Spread S + 6.50% Maturity 10/12/262024-12-310001674760ck0001674760:PantheonSilverLLCMember2024-12-170001674760ck0001674760:SpecialtyRetailMemberck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:CommonStockMember2025-01-012025-03-310001674760Non-Controlled Affiliated Investments Goldman Sachs Financial Square Government Fund2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt ITS Buyer Inc (dba ITS Logistics) Air Freight & Logistics Interest Rate 10.35% Reference Rate and Spread S + 5.50% Maturity 06/14/262024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Doxim, Inc. Financial Services Interest Rate 12.46% Reference Rate and Spread S + 8.00% Maturity 06/01/26 2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt SugarCRM Inc. Software Reference Rate and Spread S + 5.00% Maturity 07/30/272025-03-310001674760Debt Investments United States 2nd Lien/Senior Secured Debt Chase Industries, Inc. (dba Senneca Holdings) Building Products Maturity 11/11/20272025-03-310001674760us-gaap:ForeignExchangeForwardMember2024-01-012024-03-310001674760ck0001674760:JpmorganRevolvingCreditFacilityMember2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt PF Atlantic Holdco 2, LLC Hotels, Restaurants & Leisure Reference Rate and Spread S + 5.50% Maturity 11/12/272024-12-310001674760ck0001674760:HouseholdDurablesMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:AirFreightAndLogisticsMember2024-01-012024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberck0001674760:FirstLienOrLastOutUnitrancheMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMember2025-03-310001674760ck0001674760:JpmorganRevolvingCreditFacilityMember2025-01-012025-03-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:GoodFeetWorldwideLLCMember2024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Octagon Towers LLC Wireless Telecommunication Services Interest Rate 10.52% Reference Rate and Spread S + 6.08% Maturity 03/30/272025-03-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche K2 Towers II, LLC Wireless Telecommunication Services Interest Rate 11.09% Reference Rate and Spread S + 6.50% Maturity 05/02/292024-12-310001674760Equity Securities United States Preferred Stock Wine.com, LLC Beverages Initial Acquisition Date 03/03/212025-03-310001674760Investments in Affiliated Money Market Fund United States Goldman Sachs Financial Square Government Fund - Institutional Shares2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:ChemicalsMember2025-01-012025-03-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrLastOutUnitrancheMember2024-01-012024-03-310001674760ck0001674760:CapitalMarketsMember2024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Ej2 Communications, Inc. (dba Flashpoint) IT Services Interest Rate 12.28% Reference Rate and Spread S + 7.72% (Incl. 3.53% PIK) Maturity 06/30/27 One2025-03-310001674760Warrants - 0.0%2025-03-3100016747602024-02-272024-02-270001674760Debt Investments United States 1st Lien/Senior Secured Debt Good Feet Worldwide LLC Specialty Retail Reference Rate and Spread S + 5.00% Maturity 12/10/272025-03-310001674760us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt HAI Hospitality, Inc. Hotels, Restaurants & Leisure Interest Rate 10.67% Reference Rate and Spread S + 5.50% Maturity 12/06/282024-12-310001674760us-gaap:InvestmentUnaffiliatedIssuerMember2025-03-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:CommonStockMember2025-03-3100016747602025-05-130001674760Debt Investments - 141.5%2025-03-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Helix Sleep, Inc. Household Durables Interest Rate 11.18% Reference Rate and Spread S + 6.50% Maturity 10/12/262024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:CommercialServicesSuppliesMember2025-01-012025-03-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:CapitalMarketsMemberck0001674760:IndustryConcentrationRiskMember2025-01-012025-03-31xbrli:purexbrli:sharesck0001674760:Segmentiso4217:USDxbrli:sharesiso4217:USD

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 814-01215

 

Silver Capital Holdings LLC

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

81-3233378

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

 

 

200 West Street, New York, New York

10282

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 655-4419

Not Applicable

Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange

on which registered

None

 

None

 

None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer:

Accelerated filer:

Non-accelerated filer:

Smaller reporting company:

Emerging growth company:

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO

As of May 13, 2025, there were 14,884,897 limited liability company common units outstanding.

 


 

SILVER CAPITAL HOLDINGS LLC

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025

 

 

 

INDEX

PAGE

 

Cautionary Statement Regarding Forward-Looking Statements

3

PART I.

FINANCIAL INFORMATION

4

ITEM 1.

Financial Statements (Unaudited)

4

 

Consolidated Statements of Financial Condition

4

 

Consolidated Statements of Operations

5

 

Consolidated Statements of Changes in Members' Capital

6

 

Consolidated Statements of Cash Flows

7

 

Consolidated Schedules of Investments

8

 

Notes to the Consolidated Financial Statements

16

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

37

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

50

ITEM 4.

Controls and Procedures

51

 

 

 

PART II.

OTHER INFORMATION

51

ITEM 1.

Legal Proceedings

51

ITEM 1A.

Risk Factors

51

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

51

ITEM 3.

Defaults Upon Senior Securities

51

ITEM 4.

Mine Safety Disclosures

51

ITEM 5.

Other Information

51

ITEM 6.

Exhibits

51

 

 

SIGNATURES

53

 

 

 

 

 

 

 


Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this quarterly report because we are an investment company. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

 

our future operating results;
disruptions in the capital markets, market conditions, and general economic uncertainty;
changes in political, economic, social or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of any pandemic or epidemic;
United States trade policy developments, tariffs and other trade restrictions;
uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, the war between Russia and Ukraine and conflict in the Middle East;
our business prospects and the prospects of our portfolio companies;
the impact of investments that we expect to make;
the impact of increased competition;
our contractual arrangements and relationships with third parties;
the dependence of our future success on the general economy and its impact on the industries in which we invest;
the ability of our current and prospective portfolio companies to achieve their objectives;
the relative and absolute performance of Goldman Sachs Asset Management, L.P. (the "Investment Adviser");
the use of borrowed money to finance a portion of our investments;
our ability to make distributions;
the adequacy of our cash resources and working capital;
changes in interest rates;
the timing of cash flows, if any, from the operations of our portfolio companies;
the impact of future acquisitions and divestitures;
the effect of changes in tax laws and regulations and interpretations thereof;
our ability to maintain our status as a BDC;
our ability to maintain our status under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) as a regulated investment company (“RIC”) and our qualification for tax treatment as a RIC;
actual and potential conflicts of interest with the Investment Adviser and its affiliates;
the ability of the Investment Adviser to attract and retain highly talented professionals;
the impact on our business from new or amended legislation or regulations;
the availability of credit and/or our ability to access the equity and capital markets;
currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
the impact of changing inflation and interest rates and the risk of recession on our portfolio companies;
the effect of global climate change on our portfolio companies;
the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and
the increased public scrutiny of and regulation related to corporate social responsibility.

 

3


Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

Silver Capital Holdings LLC

Consolidated Statements of Financial Condition

(in thousands, except unit and per unit amounts)

 

 

March 31, 2025
(Unaudited)

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Investments, at fair value

 

 

 

 

 

 

Non-controlled/non-affiliated investments (cost of $579,715 and $660,307)

 

$

508,854

 

 

$

579,141

 

Non-controlled affiliated investments (cost of $3,354 and $3,354)

 

 

3,354

 

 

 

3,354

 

Total investments, at fair value (amortized cost of $583,069 and $663,661)

 

$

512,208

 

 

$

582,495

 

Investments in affiliated money market fund (cost of $14,989 and $288)

 

 

14,989

 

 

 

288

 

Cash

 

 

104,211

 

 

 

79,248

 

Interest and dividends receivable

 

 

6,732

 

 

 

5,705

 

Deferred financing costs

 

 

844

 

 

 

840

 

Other assets

 

 

267

 

 

 

87

 

Total assets

 

$

639,251

 

 

$

668,663

 

Liabilities

 

 

 

 

 

 

Debt

 

$

268,132

 

 

$

293,132

 

Interest and other debt expenses payable

 

 

4,534

 

 

 

2,822

 

Management fees payable

 

 

882

 

 

 

957

 

Incentive fees payable

 

 

4,678

 

 

 

4,420

 

Distribution payable

 

 

 

 

 

5,359

 

Secured borrowings

 

 

1,861

 

 

 

1,818

 

Accrued expenses and other liabilities

 

 

2,395

 

 

 

4,130

 

Payable for units subscribed (Note 12)

 

 

 

 

 

6,315

 

Total liabilities

 

$

282,482

 

 

$

318,953

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Members’ capital

 

 

 

 

 

 

Preferred units (0 units issued and outstanding)

 

$

 

 

$

 

Units (14,884,897 and 14,884,897 units issued and outstanding as of March 31, 2025 and December 31, 2024)

 

 

506,006

 

 

 

506,006

 

Distributable earnings (loss)

 

 

(149,237

)

 

 

(156,296

)

Total members’ capital

 

$

356,769

 

 

$

349,710

 

Total liabilities and members’ capital

 

$

639,251

 

 

$

668,663

 

Net asset value per unit

 

$

23.97

 

 

$

23.49

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4


Table of Contents

Silver Capital Holdings LLC

Consolidated Statements of Operations

(in thousands, except unit and per unit amounts)

(Unaudited)

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

Investment income:

 

 

 

 

 

 

From non-controlled/non-affiliated investments:

 

 

 

 

 

 

Interest income

 

$

15,506

 

 

$

13,202

 

Payment-in-kind income

 

 

2,321

 

 

 

2,511

 

Other income

 

 

193

 

 

 

152

 

From non-controlled affiliated investments:

 

 

 

 

 

 

Dividend income

 

 

76

 

 

 

507

 

Total investment income

 

$

18,096

 

 

$

16,372

 

Expenses:

 

 

 

 

 

 

Interest and other debt expenses

 

$

4,960

 

 

$

1,063

 

Management fees

 

 

882

 

 

 

1,526

 

Incentive fees

 

 

660

 

 

 

1,149

 

Professional fees

 

 

202

 

 

 

251

 

Directors’ fees

 

 

51

 

 

 

50

 

Other general and administrative expenses

 

 

284

 

 

 

292

 

Total expenses

 

$

7,039

 

 

$

4,331

 

Net investment income

 

$

11,057

 

 

$

12,041

 

Net realized and unrealized gains (losses):

 

 

 

 

 

 

Net realized gain (loss) from:

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

$

(14,292

)

 

$

(5

)

Non-controlled affiliated investments

 

 

 

 

 

605

 

Foreign currency transactions

 

 

 

 

 

(12

)

Net change in unrealized appreciation (depreciation) from:

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

 

10,294

 

 

 

(6,103

)

Non-controlled affiliated investments

 

 

 

 

 

(626

)

Foreign currency forward contracts

 

 

 

 

 

50

 

Foreign currency translations

 

 

 

 

 

591

 

Net realized and unrealized gains (losses)

 

$

(3,998

)

 

$

(5,500

)

(Provision) benefit for taxes on unrealized appreciation/depreciation on investments

 

 

 

 

 

(28

)

Net increase (decrease) in members’ capital from operations

 

$

7,059

 

 

$

6,513

 

Weighted average units outstanding

 

 

14,884,897

 

 

 

10,687,877

 

Basic and diluted net investment income per unit

 

$

0.74

 

 

$

1.13

 

Basic and diluted earnings per unit

 

$

0.47

 

 

$

0.61

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5


Table of Contents

Silver Capital Holdings LLC

Consolidated Statements of Changes in Members’ Capital

(in thousands, except unit and per unit amounts)

(Unaudited)

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

 

 

 

 

 

 

 

Members’ capital at beginning of period

 

$

349,710

 

 

$

405,334

 

Increase (decrease) in members’ capital from operations:

 

 

 

 

 

 

Net investment income

 

$

11,057

 

 

$

12,041

 

Net realized gain (loss)

 

 

(14,292

)

 

 

588

 

Net change in unrealized appreciation (depreciation)

 

 

10,294

 

 

 

(6,088

)

(Provision) benefit for unrealized appreciation/depreciation on investments

 

 

 

 

 

(28

)

Net increase (decrease) in members’ capital from operations

 

$

7,059

 

 

$

6,513

 

Total increase (decrease) in members’ capital

 

$

7,059

 

 

$

6,513

 

Members’ capital at end of period

 

$

356,769

 

 

$

411,847

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6


Table of Contents

Silver Capital Holdings LLC

Consolidated Statements of Cash Flows

(in thousands, except unit and per unit amounts)

(Unaudited)

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net increase (decrease) in members’ capital from operations:

 

$

7,059

 

 

$

6,513

 

Adjustments to reconcile net increase (decrease) in members’ capital from operations to net cash provided by (used for) operating activities:

 

 

 

 

 

 

Purchases of investments

 

 

(4,989

)

 

 

(225

)

Payment-in-kind interest capitalized

 

 

(2,467

)

 

 

(2,257

)

Investments in affiliated money market fund, net

 

 

(14,701

)

 

 

16,760

 

Proceeds from sales of investments and principal repayments

 

 

74,827

 

 

 

26,270

 

Net realized (gain) loss on investments

 

 

14,292

 

 

 

(600

)

Net change in unrealized (appreciation) depreciation on investments

 

 

(10,294

)

 

 

6,729

 

Amortization of premium and accretion of discount, net

 

 

(1,039

)

 

 

(499

)

Amortization of deferred financing costs

 

 

82

 

 

 

173

 

Change in operating assets and liabilities:

 

 

 

 

 

 

(Increase) decrease in interest and dividends receivable

 

 

(1,027

)

 

 

(163

)

(Increase) decrease in other assets

 

 

(180

)

 

 

(92

)

Increase (decrease) in interest and other debt expenses payable

 

 

1,626

 

 

 

(821

)

(Decrease) increase in management fees payable

 

 

(75

)

 

 

(12

)

(Decrease) increase in incentive fees payable

 

 

258

 

 

 

1,149

 

Increase (decrease) in accrued expenses and other liabilities

 

 

(1,462

)

 

 

54

 

Increase (decrease) in payable for units subscribed

 

 

(6,315

)

 

 

 

Net cash provided by operating activities

 

$

55,595

 

 

$

52,979

 

Cash flows from financing activities:

 

 

 

 

 

 

Distributions paid

 

$

(5,359

)

 

$

(13,579

)

Financing costs paid

 

 

(273

)

 

 

 

Repayments of debt

 

 

(25,000

)

 

 

(36,219

)

Net cash provided by (used for) financing activities

 

$

(30,632

)

 

$

(49,798

)

Net increase in cash

 

 

24,963

 

 

 

3,181

 

Effect of foreign exchange rate changes on cash and cash equivalents

 

 

 

 

 

(50

)

Cash, beginning of period

 

 

79,248

 

 

 

11,340

 

Cash, end of period

 

$

104,211

 

 

$

14,471

 

Supplemental and non-cash activities

 

 

 

 

 

 

Interest expense paid

 

$

3,251

 

 

$

1,676

 

Accrued but unpaid deferred financing cost

 

$

86

 

 

$

 

Exchange of investments

 

$

23,491

 

 

$

2,053

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7


Table of Contents

Silver Capital Holdings LLC

Consolidated Schedule of Investments as of March 31, 2025

(in thousands, except unit and per unit amounts)

(Unaudited)

 

Investment (1)

Industry (2)

Interest
Rate
(3)

Reference Rate and
Spread
(3)

Maturity

 

Par(4)

 

Cost

 

Fair
Value

 

Footnotes

Debt Investments - 141.5%

 

 

 

 

 

 

 

 

 

 

 

 

United States - 141.5%

 

 

 

 

 

 

 

 

 

 

 

 

1st Lien/Senior Secured Debt - 93.5%

 

 

 

 

 

 

 

 

 

 

 

 

ITS Buyer Inc (dba ITS Logistics)

Air Freight & Logistics

10.05%

S + 5.50%

06/14/26

 

$

25,685

 

$

25,476

 

$

25,428

 

 (5) (6)

ITS Buyer Inc (dba ITS Logistics)

Air Freight & Logistics

 

S + 5.50%

06/14/26

 

 

4,613

 

 

(37

)

 

(46

)

 (5) (6) (7)

Acuity Specialty Products, Inc. (dba Zep Inc.)

Chemicals

8.30%

S + 4.00%

10/02/28

 

 

34,442

 

 

34,442

 

 

34,097

 

 (5) (6) (8)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

10.05%

S + 5.50%

06/29/27

 

 

14,948

 

 

14,850

 

 

14,799

 

 (5) (6) (8)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

 

S + 5.50%

06/29/27

 

 

443

 

 

(3

)

 

(4

)

 (6) (7) (8)

Marquis Software Solutions Inc

Consumer Finance

9.67%

S + 5.25%

11/29/26

 

 

9,244

 

 

8,925

 

 

8,874

 

 (5) (6)

Marquis Software Solutions Inc

Consumer Finance

9.67%

S + 5.25%

11/29/26

 

 

1,076

 

 

544

 

 

538

 

 (5) (6) (7)

Marquis Software Solutions Inc

Consumer Finance

9.67%

S + 5.25%

11/29/26

 

 

381

 

 

368

 

 

366

 

 (5) (6)

CDM Fitness Holdings, LLC

Consumer Staples Distribution & Retail

10.70%

S + 6.25%

06/17/26

 

 

25,996

 

 

25,784

 

 

25,736

 

 (5) (6)

CDM Fitness Holdings, LLC

Consumer Staples Distribution & Retail

 

S + 6.25%

06/17/26

 

 

1,083

 

 

(9

)

 

(11

)

 (5) (6) (7)

CDM Fitness Holdings, LLC

Consumer Staples Distribution & Retail

10.70%

S + 6.25%

06/17/26

 

 

538

 

 

192

 

 

192

 

 (5) (6) (7)

CorePower Yoga LLC

Diversified Consumer Services

10.48%

S + 7.25% (Incl. 1.25% PIK)

05/14/26

 

 

17,244

 

 

17,158

 

 

16,813

 

 (5) (6) (8)

CorePower Yoga LLC

Diversified Consumer Services

 

S + 6.00%

05/14/26

 

 

1,070

 

 

(5

)

 

(27

)

 (6) (7) (8)

Streamland Media Midco LLC

Entertainment

10.06%

S + 5.50%

04/02/29

 

 

10,504

 

 

10,301

 

 

10,294

 

 (6) (8)

Streamland Media Midco LLC

Entertainment

 

S + 5.50%

04/02/29

 

 

1,514

 

 

 

 

(30

)

 (6) (7) (8)

Keystone Purchaser LLC (dba Bridgeway)

Ground Transportation

10.32%

S + 5.75%

05/07/27

 

 

18,912

 

 

18,743

 

 

18,723

 

 (5) (6)

Keystone Purchaser LLC (dba Bridgeway)

Ground Transportation

10.32%

S + 5.75%

05/07/27

 

 

2,590

 

 

2,567

 

 

2,564

 

 (5) (6)

Keystone Purchaser LLC (dba Bridgeway)

Ground Transportation

10.32%

S + 5.75%

05/07/27

 

 

2,342

 

 

381

 

 

378

 

 (5) (6) (7)

HAI Hospitality, Inc.

Hotels, Restaurants & Leisure

9.89%

S + 5.50%

12/06/28

 

 

9,270

 

 

9,186

 

 

9,178

 

 (5) (6)

HAI Hospitality, Inc.

Hotels, Restaurants & Leisure

 

S + 5.50%

12/06/28

 

 

4,362

 

 

(39

)

 

(44

)

 (5) (6) (7)

HAI Hospitality, Inc.

Hotels, Restaurants & Leisure

 

S + 5.50%

12/06/28

 

 

1,636

 

 

(15

)

 

(16

)

 (5) (6) (7)

KBP BRANDS, LLC

Hotels, Restaurants & Leisure

10.56%

S + 6.00% (Incl. 0.50% PIK)

05/26/27

 

 

20,425

 

 

20,243

 

 

20,016

 

 (5) (6)

KBP BRANDS, LLC

Hotels, Restaurants & Leisure

10.56%

S + 6.00% (Incl. 0.50% PIK)

05/26/27

 

 

10,536

 

 

10,442

 

 

10,325

 

 (5) (6)

KBP BRANDS, LLC

Hotels, Restaurants & Leisure

10.56%

S + 6.00% (Incl. 0.50% PIK)

05/26/27

 

 

1,281

 

 

1,269

 

 

1,255

 

 (5) (6)

PF Atlantic Holdco 2, LLC

Hotels, Restaurants & Leisure

9.95%

S + 5.50%

11/12/27

 

 

11,259

 

 

11,156

 

 

11,146

 

 (5) (6)

PF Atlantic Holdco 2, LLC

Hotels, Restaurants & Leisure

9.95%

S + 5.50%

11/12/27

 

 

8,931

 

 

8,850

 

 

8,842

 

 (5) (6)

PF Atlantic Holdco 2, LLC

Hotels, Restaurants & Leisure

 

S + 5.50%

11/12/27

 

 

1,539

 

 

(14

)

 

(15

)

 (5) (6) (7)

Helix Sleep, Inc.

Household Durables

10.95%

S + 6.50%

10/12/26

 

 

9,965

 

 

9,880

 

 

9,865

 

 (5) (6)

Helix Sleep, Inc.

Household Durables

 

S + 6.50%

10/12/26

 

 

1,372

 

 

(12

)

 

(14

)

 (5) (6) (7)

Helix Sleep, Inc.

Household Durables

10.96%

S + 6.50%

10/12/26

 

 

549

 

 

544

 

 

544

 

 (5) (6)

Helix Sleep, Inc.

Household Durables

11.45%

S + 7.00%

10/12/26

 

 

398

 

 

395

 

 

397

 

 (5) (6)

Curio Brands, LLC

Household Products

9.47%

S + 5.00%

12/21/27

 

 

13,472

 

 

13,287

 

 

13,270

 

 (5) (6)

Curio Brands, LLC

Household Products

9.47%

S + 5.00%

12/21/27

 

 

3,235

 

 

3,191

 

 

3,187

 

 (5) (6)

Curio Brands, LLC

Household Products

 

S + 5.00%

12/21/27

 

 

1,426

 

 

(19

)

 

(21

)

 (5) (6) (7)

Lithium Technologies, Inc.

Interactive Media & Services

 

S + 11.00% PIK

01/03/25

 

 

72,618

 

 

64,001

 

 

17,791

 

 (6) (8) (9) (10)

Inova Payroll LLC

Professional Services

10.69%

S + 6.25%

12/31/25

 

 

9,557

 

 

9,487

 

 

9,461

 

 (5) (6)

Inova Payroll LLC

Professional Services

10.69%

S + 6.25%

12/31/25

 

 

920

 

 

913

 

 

910

 

 (5) (6)

Inova Payroll LLC

Professional Services

10.69%

S + 6.25%

12/31/25

 

 

587

 

 

485

 

 

484

 

 (5) (6) (7)

Convenient Payments Acquisition, Inc. (dba IntelliPay)

Software

10.94%

S + 6.50%

09/24/26

 

 

5,404

 

 

5,358

 

 

5,350

 

 (5) (6)

Convenient Payments Acquisition, Inc. (dba IntelliPay)

Software

10.94%

S + 6.50%

09/24/26

 

 

1,996

 

 

1,979

 

 

1,976

 

 (5) (6)

Convenient Payments Acquisition, Inc. (dba IntelliPay)

Software

 

S + 6.50%

09/24/26

 

 

881

 

 

(7

)

 

(9

)

 (5) (6) (7)

Igloo Inc.

Software

10.68%

S + 6.00%

12/23/26

 

 

4,182

 

 

4,146

 

 

4,140

 

 (5) (6)

Igloo Inc.

Software

10.68%

S + 6.00%

12/23/26

 

 

1,072

 

 

677

 

 

676

 

 (5) (6) (7)

Igloo Inc.

Software

10.68%

S + 6.00%

12/23/26

 

 

791

 

 

784

 

 

783

 

 (5) (6)

SugarCRM Inc.

Software

9.42%

S + 5.00%

07/30/27

 

 

26,637

 

 

26,397

 

 

26,370

 

 (5) (6)

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

8


Table of Contents

Silver Capital Holdings LLC

Consolidated Schedule of Investments as of March 31, 2025 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

 

Investment (1)

Industry (2)

Interest
Rate
(3)

Reference Rate
and Spread
(3)

Maturity

 

Par(4)

 

Cost

 

Fair
Value

 

Footnotes

SugarCRM Inc.

Software

 

S + 5.00%

07/30/27

 

$

2,128

 

$

(19

)

$

(21

)

 (5) (6) (7)

Good Feet Worldwide LLC

Specialty Retail

9.42%

S + 5.00%

12/10/27

 

 

17,218

 

 

16,981

 

 

16,959

 

 (5) (6)

Good Feet Worldwide LLC

Specialty Retail

9.42%

S + 5.00%

12/10/27

 

 

2,152

 

 

2,123

 

 

2,120

 

 (5) (6)

Good Feet Worldwide LLC

Specialty Retail

 

S + 5.00%

12/10/27

 

 

1,112

 

 

(15

)

 

(17

)

 (5) (6) (7)

Total 1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

381,311

 

 

333,572

 

 

1st Lien/Last-Out Unitranche (11) - 42.7%

 

 

 

 

 

 

 

 

 

 

 

 

Streamland Media Midco LLC

Entertainment

11.06%

S + 6.50%

04/02/29

 

$

10,094

 

$

9,488

 

$

9,488

 

 (6) (8)

Doxim, Inc.

Financial Services

10.82%

S + 6.40%

06/01/26

 

 

30,617

 

 

30,441

 

 

29,698

 

 (5) (6) (8)

Doxim, Inc.

Financial Services

10.82%

S + 6.40%

06/01/26

 

 

23,681

 

 

23,546

 

 

22,970

 

 (5) (6) (8)

Doxim, Inc.

Financial Services

11.42%

S + 7.00%

06/01/26

 

 

5,723

 

 

5,686

 

 

5,566

 

 (5) (6) (8)

Doxim, Inc.

Financial Services

12.42%

S + 8.00%

06/01/26

 

 

4,484

 

 

4,453

 

 

4,406

 

 (5) (6) (8)

Doxim, Inc.

Financial Services

12.42%

S + 8.00%

06/01/26

 

 

3,330

 

 

3,308

 

 

3,272

 

 (5) (6) (8)

Ej2 Communications, Inc. (dba Flashpoint)

IT Services

12.28%

S + 7.72% (Incl. 3.53% PIK)

06/30/27

 

 

27,792

 

 

27,547

 

 

27,514

 

 (5) (6)

Ej2 Communications, Inc. (dba Flashpoint)

IT Services

12.28%

S + 7.72% (Incl. 3.53% PIK)

06/30/27

 

 

3,797

 

 

3,763

 

 

3,759

 

 (5) (6)

K2 Towers II, LLC

Wireless Telecommunication Services

10.79%

S + 6.50%

05/02/29

 

 

20,469

 

 

18,710

 

 

18,698

 

 (5) (6) (7)

Octagon Towers LLC

Wireless Telecommunication Services

10.52%

S + 6.08%

03/30/27

 

 

16,913

 

 

16,570

 

 

16,550

 

 (5) (6) (7)

Peppertree Towers LLC

Wireless Telecommunication Services

10.80%

S + 6.50%

09/01/27

 

 

11,745

 

 

10,421

 

 

10,410

 

 (5) (6) (7)

Total 1st Lien/Last-Out Unitranche

 

 

 

 

 

 

 

 

153,933

 

 

152,331

 

 

2nd Lien/Senior Secured Debt - 5.3%

 

 

 

 

 

 

 

 

 

 

 

 

Wine.com, LLC

Beverages

16.56%

S + 12.00% PIK

04/03/27

 

$

7,397

 

$

7,625

 

$

7,619

 

 (6) (8)

Wine.com, LLC

Beverages

16.58%

S + 12.00% PIK

04/03/27

 

 

2,141

 

 

1,662

 

 

3,760

 

 (6) (7) (8) (12)

Chase Industries, Inc. (dba Senneca Holdings)

Building Products

 

 

11/11/27

 

 

16,405

 

 

 

 

 

 (6) (8) (13)

Chase Industries, Inc. (dba Senneca Holdings)

Building Products

 

10.00% PIK

11/11/27

 

 

12,850

 

 

11,531

 

 

7,517

 

 (6) (8) (9)

Total 2nd Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

20,818

 

 

18,896

 

 

Unsecured Debt -0.0%

 

 

 

 

 

 

 

 

 

 

 

 

Wine.com, Inc.

Beverages

 

S + 15.00% PIK

04/03/27

 

$

22,428

 

$

 

$

 

 (6) (8) (9) (12)

Wine.com, Inc.

Beverages

 

S + 15.00% PIK

04/03/27

 

 

12,936

 

 

4,042

 

 

 

 (6) (8) (9) (12)

Wine.com, Inc.

Beverages

 

S + 15.00% PIK

04/03/27

 

 

7,867

 

 

9,489

 

 

 

 (6) (8) (9)

Total Unsecured Debt

 

 

 

 

 

 

 

 

13,531

 

 

 

 

Total United States

 

 

 

 

 

 

 

$

569,593

 

$

504,799

 

 

Total Debt Investments

 

 

 

 

 

 

 

$

569,593

 

$

504,799

 

 

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

9


Table of Contents

Silver Capital Holdings LLC

Consolidated Schedule of Investments as of March 31, 2025 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

 

 Investment (1)

Industry (2)

Interest
Rate
(3)

Initial
Acquisition
Date
(14)

 

Shares(4)

 

Cost

 

Fair
Value

 

Footnotes

Equity Securities - 2.1%

 

 

 

 

 

 

 

 

 

 

 

United States - 2.1%

 

 

 

 

 

 

 

 

 

 

 

Common Stock - 2.1%

 

 

 

 

 

 

 

 

 

 

 

Elah Holdings, Inc.

Capital Markets

 

05/09/18

 

 

69,386

 

$

3,354

 

$

3,354

 

 (6) (8) (13) (15)

Streamland Media Holdings LLC

Entertainment

 

03/31/25

 

 

100,941

 

 

4,055

 

 

4,055

 

 (6) (8) (13)

Total Common Stock

 

 

 

 

 

 

 

7,409

 

 

7,409

 

 

Preferred Stock - 0.0%

 

 

 

 

 

 

 

 

 

 

 

Wine.com, LLC

Beverages

 

11/14/18

 

 

337,425

 

$

2,900

 

$

 

 (6) (8) (13)

Wine.com, LLC

Beverages

 

03/03/21

 

 

78,199

 

 

1,933

 

 

 

 (6) (8) (13)

Total Preferred Stock

 

 

 

 

 

 

 

4,833

 

 

 

 

Warrants - 0.0%

 

 

 

 

 

 

 

 

 

 

 

KDOR Holdings Inc. (dba Senneca Holdings)

Building Products

 

05/29/20

 

 

2,974

 

$

1,096

 

$

 

 (6) (8) (13)

KDOR Holdings Inc. (dba Senneca Holdings)

Building Products

 

05/29/20

 

 

311

 

 

115

 

 

 

 (6) (8) (13)

KDOR Holdings Inc. (dba Senneca Holdings)

Building Products

 

06/22/20

 

 

62

 

 

23

 

 

 

 (6) (8) (13)

Total Warrants

 

 

 

 

 

 

 

1,234

 

 

 

 

Total United States

 

 

 

 

 

 

$

13,476

 

$

7,409

 

 

Total Equity Securities

 

 

 

 

 

 

$

13,476

 

$

7,409

 

 

Total Investments - 143.6%

 

 

 

$

583,069

 

$

512,208

 

 

Investments in Affiliated Money Market Fund - 4.2%

 

 

 

 

 

 

 

 

 

 

 

United States - 4.2%

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund - Institutional Shares

 

 

 

 

 

14,988,614

 

$

14,989

 

$

14,989

 

 (16) (17)

Total United States

 

 

 

$

14,989

 

$

14,989

 

 

Total Investments in Affiliated Money Market Fund

 

 

 

$

14,989

 

$

14,989

 

 

Total Investments and Investments in Affiliated Money Market Fund - 147.8%

 

 

 

$

598,058

 

$

527,197

 

 

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

10


Table of Contents

Silver Capital Holdings LLC

Consolidated Schedule of Investments as of March 31, 2025 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

 

(1)
Percentages are based on net assets.
(2)
For Industry subtotal and percentage, see Note 4 "Investments".
(3)
Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the SOFR including SOFR adjustment, if any, ("S") at the borrower's option, which reset periodically based on the terms of the credit agreement. S loans are typically indexed to 12 month, 6 month, 3 month or 1 month S rates. As of March 31, 2025, 1 month S was 4.32%, 3 month S was 4.29% and 6 month S was 4.19%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2025.
(4)
Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD").
(5)
All, or a portion of, the assets are pledged as collateral for the term loan facility with JPMorgan Chase Bank, National Association (as amended, restated, supplemented or otherwise modified from time to time, the “JPM Term Loan Facility”). See Note 6 “Debt”.
(6)
The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.
(7)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 8 "Commitments and Contingencies".
(8)
Represents co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission (the "SEC"). See Note 3 “Significant Agreements and Related Party Transactions”.
(9)
The investment is on non-accrual status. See Note 2 "Significant Accounting Policies".
(10)
The Company is in discussions with the investment to exit or restructure the position.
(11)
In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.
(12)
The Company sold a participating interest of the portfolio company’s second lien senior secured loan and unsecured debt. As the transaction did not qualify for sale accounting in accordance with GAAP (as defined below), the Company recorded a corresponding $1,861 secured borrowing at fair value, which is included in “secured borrowings” in the accompanying Consolidated Statements of Financial Condition. As of March 31, 2025, the interest rate in effect for the secured borrowing was 16.58% and S + 15% PIK for the second lien senior secured loan and unsecured debt, respectively. See Note 2 "Significant Accounting Policies".
(13)
Non-income producing security.
(14)
Securities exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and may be deemed to be “restricted securities”. As of March 31, 2025, the aggregate fair value of these securities is $7,409 or 2.1% of the Company's net assets. The initial acquisition dates have been included for such securities.
(15)
As defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.
(16)
The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions”.
(17)
The annualized seven-day yield as of March 31, 2025 is 4.25%.

PIK – Payment-In-Kind

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

11


Table of Contents

Silver Capital Holdings LLC

Consolidated Schedule of Investments as of December 31, 2024

(in thousands, except unit and per unit amounts)

 

Investment (1)

Industry (2)

Interest
Rate (3)

Reference Rate and
Spread (3)

Maturity

 

Par(4)

 

Cost

 

Fair
Value

 

Footnotes

Debt Investments - 165.6%

 

 

 

 

 

 

 

 

 

 

 

 

United States - 165.6%

 

 

 

 

 

 

 

 

 

 

 

 

1st Lien/Senior Secured Debt - 120.1%

 

 

 

 

 

 

 

 

 

 

 

 

ITS Buyer Inc (dba ITS Logistics)

Air Freight & Logistics

10.35%

S + 5.50%

06/14/26

 

$

25,756

 

$

25,505

 

$

25,498

 

 (5)

ITS Buyer Inc (dba ITS Logistics)

Air Freight & Logistics

 

S + 5.50%

06/14/26

 

 

4,613

 

 

(45

)

 

(46

)

 (5) (6)

Acuity Specialty Products, Inc. (dba Zep Inc.)

Chemicals

8.25%

S + 4.00%

10/02/28

 

 

34,529

 

 

34,529

 

 

34,184

 

 (5) (7) (8)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

10.35%

S + 5.50%

06/29/27

 

 

14,987

 

 

14,879

 

 

14,837

 

 (5) (7) (8)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

 

S + 5.50%

06/29/27

 

 

443

 

 

(3

)

 

(4

)

 (6) (7) (8)

Marquis Software Solutions Inc

Consumer Finance

9.71%

S + 5.25%

11/29/26

 

 

9,292

 

 

8,928

 

 

8,921

 

 (5)

Marquis Software Solutions Inc

Consumer Finance

9.71%

S + 5.25%

11/29/26

 

 

1,076

 

 

539

 

 

538

 

 (5) (6)

Marquis Software Solutions Inc

Consumer Finance

9.71%

S + 5.25%

11/29/26

 

 

383

 

 

368

 

 

368

 

 (5)

CDM Fitness Holdings, LLC

Consumer Staples Distribution & Retail

10.73%

S + 6.25%

06/17/26

 

 

26,062

 

 

25,808

 

 

25,801

 

 (5)

CDM Fitness Holdings, LLC

Consumer Staples Distribution & Retail

 

S + 6.25%

06/17/26

 

 

1,083

 

 

(11

)

 

(11

)

 (5) (6)

CDM Fitness Holdings, LLC

Consumer Staples Distribution & Retail

10.73%

S + 6.25%

06/17/26

 

 

538

 

 

191

 

 

192

 

 (5) (6)

CorePower Yoga LLC

Diversified Consumer Services

11.73%

S + 7.25% (Incl. 1.25% PIK)

05/14/26

 

 

17,230

 

 

17,125

 

 

16,540

 

 (5) (7) (8)

CorePower Yoga LLC

Diversified Consumer Services

10.54%

S + 6.00%

05/14/26

 

 

1,070

 

 

632

 

 

595

 

 (6) (7) (8)

Splash Car Wash Inc

Diversified Consumer Services

11.09%

S + 6.50%

06/30/26

 

 

15,728

 

 

15,574

 

 

15,570

 

 (5)

Splash Car Wash Inc

Diversified Consumer Services

11.01%

S + 6.50%

06/30/26

 

 

2,003

 

 

582

 

 

581

 

 (5) (6)

Splash Car Wash Inc

Diversified Consumer Services

11.01%

S + 6.50%

06/30/26

 

 

668

 

 

661

 

 

661

 

 (5)

Streamland Media Midco LLC

Entertainment

14.09%

S + 9.50% (Incl. 2.75% PIK)

03/31/25

 

 

28,293

 

 

28,309

 

 

17,683

 

 (7) (8) (9)

Streamland Media Midco LLC

Entertainment

14.09%

S + 9.50% (Incl. 2.75% PIK)

03/31/25

 

 

1,574

 

 

1,575

 

 

1,889

 

 (7) (8)

Streamland Media Midco LLC

Entertainment

14.09%

S + 9.50% (Incl. 2.75% PIK)

03/31/25

 

 

1,574

 

 

1,574

 

 

1,574

 

 (7) (8)

Streamland Media Midco LLC

Entertainment

14.09%

S + 9.50% (Incl. 2.75% PIK)

03/31/25

 

 

509

 

 

509

 

 

524

 

 (7) (8)

Streamland Media Midco LLC

Entertainment

14.09%

S + 9.50% (Incl. 2.75% PIK)

03/31/25

 

 

509

 

 

509

 

 

509

 

 (7) (8)

Celero Commerce LLC

Financial Services

10.18%

S + 5.50%

10/23/25

 

 

18,477

 

 

18,433

 

 

18,431

 

 (5)

Celero Commerce LLC

Financial Services

 

S + 5.50%

10/23/25

 

 

947

 

 

(2

)

 

(2

)

 (5) (6)

Keystone Purchaser LLC (dba Bridgeway)

Ground Transportation

10.22%

S + 5.75%

05/07/27

 

 

18,961

 

 

18,774

 

 

18,771

 

 (5) (8)

Keystone Purchaser LLC (dba Bridgeway)

Ground Transportation

10.22%

S + 5.75%

05/07/27

 

 

2,597

 

 

2,571

 

 

2,571

 

 (5) (8)

Keystone Purchaser LLC (dba Bridgeway)

Ground Transportation

 

S + 5.75%

05/07/27

 

 

2,342

 

 

(23

)

 

(23

)

 (5) (6) (8)

HAI Hospitality, Inc.

Hotels, Restaurants & Leisure

10.67%

S + 5.50%

12/06/28

 

 

9,270

 

 

9,179

 

 

9,177

 

 (5) (8)

HAI Hospitality, Inc.

Hotels, Restaurants & Leisure

 

S + 5.50%

12/06/28

 

 

4,362

 

 

(43

)

 

(44

)

 (5) (6) (8)

HAI Hospitality, Inc.

Hotels, Restaurants & Leisure

 

S + 5.50%

12/06/28

 

 

1,636

 

 

(16

)

 

(16

)

 (5) (6) (8)

KBP BRANDS, LLC

Hotels, Restaurants & Leisure

10.10%

S + 5.50%

05/26/27

 

 

21,752

 

 

21,538

 

 

21,535

 

 (5) (8)

KBP BRANDS, LLC

Hotels, Restaurants & Leisure

10.09%

S + 5.50%

05/26/27

 

 

10,557

 

 

10,453

 

 

10,452

 

 (5) (8)

PF Atlantic Holdco 2, LLC

Hotels, Restaurants & Leisure

10.01%

S + 5.50%

11/12/27

 

 

11,288

 

 

11,176

 

 

11,175

 

 (5) (8)

PF Atlantic Holdco 2, LLC

Hotels, Restaurants & Leisure

10.01%

S + 5.50%

11/12/27

 

 

8,955

 

 

8,866

 

 

8,865

 

 (5) (8)

PF Atlantic Holdco 2, LLC

Hotels, Restaurants & Leisure

 

S + 5.50%

11/12/27

 

 

1,539

 

 

(15

)

 

(15

)

 (5) (6) (8)

Helix Sleep, Inc.

Household Durables

11.18%

S + 6.50%

10/12/26

 

 

10,029

 

 

9,931

 

 

9,929

 

 (5)

Helix Sleep, Inc.

Household Durables

 

S + 6.50%

10/12/26

 

 

1,372

 

 

(13

)

 

(14

)

 (5) (6)

Helix Sleep, Inc.

Household Durables

11.26%

S + 6.50%

10/12/26

 

 

553

 

 

547

 

 

547

 

 (5)

Helix Sleep, Inc.

Household Durables

11.54%

S + 6.50%

10/12/26

 

 

401

 

 

397

 

 

397

 

 (5)

Curio Brands, LLC

Household Products

9.48%

S + 5.00%

12/21/27

 

 

13,509

 

 

13,309

 

 

13,306

 

 (5)

Curio Brands, LLC

Household Products

9.48%

S + 5.00%

12/21/27

 

 

3,244

 

 

3,196

 

 

3,195

 

 (5)

Curio Brands, LLC

Household Products

 

S + 5.00%

12/21/27

 

 

1,426

 

 

(21

)

 

(21

)

 (5) (6)

Lithium Technologies, Inc.

Interactive Media & Services

 

S + 11.00% PIK

01/03/25

 

 

70,660

 

 

64,001

 

 

22,611

 

 (7) (8) (10)

SPay, Inc. (dba Stack Sports)

Interactive Media & Services

13.99%

S + 9.25% (Incl. 3.50% PIK)

06/15/26

 

 

22,196

 

 

22,583

 

 

20,642

 

 (5) (7) (8) (9)

SPay, Inc. (dba Stack Sports)

Interactive Media & Services

13.96%

S + 9.25% (Incl. 3.50% PIK)

06/15/26

 

 

1,620

 

 

1,614

 

 

1,506

 

 (5) (7) (8)

SPay, Inc. (dba Stack Sports)

Interactive Media & Services

13.92%

S + 9.25% (Incl. 3.50% PIK)

06/15/26

 

 

810

 

 

826

 

 

754

 

 (5) (7) (8) (9)

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

12


Table of Contents

Silver Capital Holdings LLC

Consolidated Schedule of Investments as of December 31, 2024 (continued)

(in thousands, except unit and per unit amounts)

 

Investment (1)

Industry (2)

Interest
Rate (3)

Reference Rate
and Spread (3)

Maturity

 

Par(4)

 

Cost

 

Fair
Value

 

Footnotes

Inova Payroll LLC

Professional Services

10.72%

S + 6.25%

12/31/25

 

$

9,781

 

$

9,686

 

$

9,683

 

 (5)

Inova Payroll LLC

Professional Services

11.47%

S + 6.25%

12/31/25

 

 

926

 

 

917

 

 

917

 

 (5)

Inova Payroll LLC

Professional Services

10.72%

S + 6.25%

12/31/25

 

 

587

 

 

582

 

 

581

 

 (5)

StreetMasters Intermediate, Inc.

Professional Services

9.97%

S + 5.50%

12/24/26

 

 

8,193

 

 

8,032

 

 

8,029

 

 (5)

StreetMasters Intermediate, Inc.

Professional Services

9.97%

S + 5.50%

12/24/26

 

 

2,107

 

 

2,066

 

 

2,065

 

 (5)

StreetMasters Intermediate, Inc.

Professional Services

 

S + 5.50%

12/24/26

 

 

1,069

 

 

(21

)

 

(21

)

 (5) (6)

Convenient Payments Acquisition, Inc. (dba IntelliPay)

Software

10.97%

S + 6.50%

09/24/26

 

 

5,415

 

 

5,362

 

 

5,361

 

 (5) (8)

Convenient Payments Acquisition, Inc. (dba IntelliPay)

Software

10.97%

S + 6.50%

09/24/26

 

 

2,000

 

 

1,981

 

 

1,980

 

 (5) (8)

Convenient Payments Acquisition, Inc. (dba IntelliPay)

Software

 

S + 6.50%

09/24/26

 

 

881

 

 

(9

)

 

(9

)

 (5) (6) (8)

Igloo Inc.

Software

10.78%

S + 6.00%

12/23/26

 

 

4,193

 

 

4,152

 

 

4,151

 

 (5)

Igloo Inc.

Software

10.78%

S + 6.00%

12/23/26

 

 

1,072

 

 

847

 

 

847

 

 (5) (6)

Igloo Inc.

Software

10.78%

S + 6.00%

12/23/26

 

 

819

 

 

811

 

 

811

 

 (5)

SugarCRM Inc.

Software

9.71%

S + 5.25%

07/30/27

 

 

26,637

 

 

26,374

 

 

26,370

 

 (5) (8)

SugarCRM Inc.

Software

 

S + 5.25%

07/30/27

 

 

2,128

 

 

(21

)

 

(21

)

 (5) (6) (8)

Good Feet Worldwide LLC

Specialty Retail

9.73%

S + 5.25%

12/10/27

 

 

17,262

 

 

17,006

 

 

17,003

 

 (5)

Good Feet Worldwide LLC

Specialty Retail

9.73%

S + 5.25%

12/10/27

 

 

2,158

 

 

2,126

 

 

2,125

 

 (5)

Good Feet Worldwide LLC

Specialty Retail

 

S + 5.25%

12/10/27

 

 

1,112

 

 

(16

)

 

(17

)

 (5) (6)

Total 1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

474,874

 

 

419,988

 

 

1st Lien/Last-Out Unitranche (11) - 40.7%

 

 

 

 

 

 

 

 

 

 

 

 

Doxim, Inc.

Financial Services

10.86%

S + 6.40%

06/01/26

 

$

30,617

 

$

30,406

 

$

29,469

 

 (5) (7) (8)

Doxim, Inc.

Financial Services

10.86%

S + 6.40%

06/01/26

 

 

23,681

 

 

23,519

 

 

22,793

 

 (5) (7) (8)

Doxim, Inc.

Financial Services

11.46%

S + 7.00%

06/01/26

 

 

5,738

 

 

5,693

 

 

5,552

 

 (5) (7) (8)

Doxim, Inc.

Financial Services

12.46%

S + 8.00%

06/01/26

 

 

4,496

 

 

4,459

 

 

4,406

 

 (5) (7) (8)

Doxim, Inc.

Financial Services

12.46%

S + 8.00%

06/01/26

 

 

3,339

 

 

3,313

 

 

3,272

 

 (5) (7) (8)

Ej2 Communications, Inc. (dba Flashpoint)

IT Services

12.31%

S + 7.72% (Incl. 3.53% PIK)

06/30/27

 

 

27,612

 

 

27,342

 

 

27,335

 

 (5)

Ej2 Communications, Inc. (dba Flashpoint)

IT Services

12.31%

S + 7.72% (Incl. 3.53% PIK)

06/30/27

 

 

3,772

 

 

3,735

 

 

3,735

 

 (5)

K2 Towers II, LLC

Wireless Telecommunication Services

11.09%

S + 6.50%

05/02/29

 

 

20,469

 

 

18,700

 

 

18,698

 

 (5) (6)

Octagon Towers LLC

Wireless Telecommunication Services

10.37%

S + 6.50%

03/30/27

 

 

16,913

 

 

16,553

 

 

16,550

 

 (5) (6)

Peppertree Towers LLC

Wireless Telecommunication Services

10.83%

S + 6.50%

09/01/27

 

 

11,745

 

 

10,411

 

 

10,409

 

 (5) (6)

Total 1st Lien/Last-Out Unitranche

 

 

 

 

 

 

 

 

144,131

 

 

142,219

 

 

2nd Lien/Senior Secured Debt - 4.8%

 

 

 

 

 

 

 

 

 

 

 

 

Wine.com, LLC

Beverages

16.79%

S + 12.00% PIK

04/03/27

 

$

7,093

 

$

7,346

 

$

7,447

 

 (7) (8)

Wine.com, LLC

Beverages

16.75%

S + 12.00% PIK

04/03/27

 

 

2,076

 

 

1,596

 

 

3,672

 

 (6) (7) (8) (12)

Chase Industries, Inc. (dba Senneca Holdings)

Building Products

 

 

11/11/27

 

 

16,405

 

 

 

 

 

 (7) (8) (13)

Chase Industries, Inc. (dba Senneca Holdings)

Building Products

 

10.00% PIK

05/11/27

 

 

12,850

 

 

11,531

 

 

5,815

 

 (7) (8) (10)

Total 2nd Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

20,473

 

 

16,934

 

 

Unsecured Debt -0.0%

 

 

 

 

 

 

 

 

 

 

 

 

Wine.com, Inc.

Beverages

 

S + 15.00% PIK

04/03/27

 

$

21,349

 

$

 

$

 

 (7) (8) (10) (12)

Wine.com, Inc.

Beverages

 

S + 15.00% PIK

04/03/27

 

 

12,314

 

 

4,042

 

 

 

 (7) (8) (10) (12)

Wine.com, Inc.

Beverages

 

S + 15.00% PIK

04/03/27

 

 

7,488

 

 

9,489

 

 

 

 (7) (8) (10)

Total Unsecured Debt

 

 

 

 

 

 

 

 

13,531

 

 

 

 

Total United States

 

 

 

 

 

 

 

$

653,009

 

$

579,141

 

 

Total Debt Investments

 

 

 

 

 

 

 

$

653,009

 

$

579,141

 

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

13


Table of Contents

Silver Capital Holdings LLC

Consolidated Schedule of Investments as of December 31, 2024 (continued)

(in thousands, except unit and per unit amounts)

 

 Investment (1)

Industry (2)

Interest
Rate
(3)

Initial
Acquisition
Date
(14)

 

Shares(4)

 

Cost

 

Fair
Value

 

Footnotes

Equity Securities - 0.9%

 

 

 

 

 

 

 

 

 

 

 

United States - 0.9%

 

 

 

 

 

 

 

 

 

 

 

Common Stock - 0.9%

 

 

 

 

 

 

 

 

 

 

 

Elah Holdings, Inc.

Capital Markets

 

05/09/18

 

 

69,386

 

$

3,354

 

$

3,354

 

 (7) (8) (13) (15)

Country Fresh Holding Company Inc.

Food Products

 

04/29/19

 

 

986

 

 

1,232

 

 

 

 (7) (8) (13)

Total Common Stock

 

 

 

 

 

 

 

4,586

 

 

3,354

 

 

Preferred Stock - 0.0%

 

 

 

 

 

 

 

 

 

 

 

Wine.com, LLC

Beverages

 

11/14/18

 

 

337,425

 

$

2,900

 

$

 

 (7) (8) (13)

Wine.com, LLC

Beverages

 

03/03/21

 

 

78,199

 

 

1,933

 

 

 

 (7) (8) (13)

Total Preferred Stock

 

 

 

 

 

 

 

4,833

 

 

 

 

Warrants - 0.0%

 

 

 

 

 

 

 

 

 

 

 

KDOR Holdings Inc. (dba Senneca Holdings)

Building Products

 

05/29/20

 

 

2,974

 

$

1,096

 

$

 

 (7) (8) (13)

KDOR Holdings Inc. (dba Senneca Holdings)

Building Products

 

05/29/20

 

 

311

 

 

114

 

 

 

 (7) (8) (13)

KDOR Holdings Inc. (dba Senneca Holdings)

Building Products

 

06/22/20

 

 

62

 

 

23

 

 

 

 (7) (8) (13)

Total Warrants

 

 

 

 

 

 

 

1,233

 

 

 

 

Total United States

 

 

 

 

 

 

$

10,652

 

$

3,354

 

 

Total Equity Securities

 

 

 

 

 

 

$

10,652

 

$

3,354

 

 

Total Investments - 166.5%

 

 

 

$

663,661

 

$

582,495

 

 

Investments in Affiliated Money Market Fund - 0.1%

 

 

 

 

 

 

 

 

 

 

 

United States - 0.1%

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund - Institutional Shares

 

 

 

 

 

288,236

 

$

288

 

$

288

 

 (16) (17)

Total United States

 

 

 

$

288

 

$

288

 

 

Total Investments in Affiliated Money Market Fund

 

 

 

$

288

 

$

288

 

 

Total Investments and Investments in Affiliated Money Market Fund - 166.6%

 

 

 

$

663,949

 

$

582,783

 

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

14


Table of Contents

Silver Capital Holdings LLC

Consolidated Schedule of Investments as of December 31, 2024 (continued)

(in thousands, except unit and per unit amounts)

 

(1)
Percentages are based on net assets.
(2)
For Industry subtotal and percentage, see Note 4 "Investments".
(3)
Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the SOFR including SOFR adjustment, if any, ("S") at the borrower's option, which reset periodically based on the terms of the credit agreement. S loans are typically indexed to 12 month, 6 month, 3 month or 1 month S rates. As of December 31, 2024, 1 month S was 4.33%, 3 month S was 4.31% and 6 month S was 4.25%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2024.
(4)
Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in USD.
(5)
All, or a portion of, the assets are pledged as collateral for the term loan facility with JPMorgan Chase Bank, National Association (as amended, restated, supplemented or otherwise modified from time to time, the “JPM Term Loan Facility”). See Note 6 “Debt”.
(6)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 8 "Commitments and Contingencies".
(7)
Represents co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.
(8)
The fair value of the investment was determined using significant unobservable inputs. See Note 5 "Fair Value Measurement".
(9)
The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 "Significant Accounting Policies".
(10)
The investment is on non-accrual status. See Note 2 "Significant Accounting Policies".
(11)
In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.
(12)
The Company sold a participating interest of the portfolio company’s second lien senior secured loan and unsecured debt. As the transaction did not qualify for sale accounting in accordance with GAAP, the Company recorded a corresponding $1,818 secured borrowing at fair value, which is included in “secured borrowings” in the accompanying Consolidated Statements of Financial Condition. As of December 31, 2024, the interest rate in effect for the secured borrowing was 16.75% and S + 15% PIK for the second lien senior secured loan and unsecured debt, respectively. See Note 2 "Significant Accounting Policies".
(13)
Non-income producing security.
(14)
Securities exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and may be deemed to be “restricted securities”. As of December 31, 2024, the aggregate fair value of these securities is $3,354 or 1.0% of the Company's net assets. The initial acquisition dates have been included for such securities.
(15)
As defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.
(16)
The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions”.
(17)
The annualized seven-day yield as of December 31, 2024 is 4.42%.

PIK – Payment-In-Kind

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

15


Table of Contents

Silver Capital Holdings LLC

Notes to the Consolidated Financial Statements

(in thousands, except unit and per unit amounts)

(Unaudited)

 

1. ORGANIZATION

Silver Capital Holdings LLC (the “Company”, formerly known as Goldman Sachs Private Middle Market Credit LLC, which term refers to either Silver Capital Holdings LLC, together with its consolidated subsidiaries, or Goldman Sachs Private Middle Market Credit LLC, together with its consolidated subsidiaries, as the context may require), was initially established on December 23, 2015 as Private Middle Market Credit LP, a Delaware limited partnership, converted to a Delaware limited liability company on April 4, 2016 and commenced investment operations on July 1, 2016. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act. In addition, the Company has elected to be treated as a regulated investment company (“RIC”), and the Company expects to qualify annually for tax treatment as a RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2016.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to The Goldman Sachs Group, Inc. (“GS Group Inc.”), together with GS & Co., GSAM and its other subsidiaries.

On May 6, 2016 (the “Initial Closing Date”), the Company began accepting subscription agreements (the “Subscription Agreements”) from investors acquiring common units of the Company’s limited liability company interests (the “Units”) in the Company’s private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase Units each time the Company delivers a drawdown notice. On November 1, 2016, the Company’s board of directors (the “Board of Directors” or the “Board”) approved an amended and restated limited liability company agreement and approved an extension of the final date on which the Company would accept Subscription Agreements to May 5, 2017.

The investment period commenced on the Initial Closing Date and continued through May 5, 2019. Following the end of the investment period, the Company has the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or anticipated Company expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee (as defined below), whether incurred before or after the end of the investment period, (ii) to fulfill investment commitments made or approved by the Private Credit investment committee of Goldman Sachs Asset Management’s Private Credit Team (the “Private Credit Investment Committee”) prior to the expiration of the investment period, (iii) to engage in hedging transactions or (iv) to make additional investments in existing portfolio companies (including transactions to hedge interest rate or currency risks related to such additional investment).

On May 3, 2023, the Board of Directors approved and authorized an extension of the Company's term (“Term”) from May 5, 2024 (the "Initial Expiration Date") to May 5, 2025. In connection with the Company’s Fourth Amended and Restated Limited Liability Company Agreement (the “LLCA”), the Term of the Company was revised to run for a period of five years from the date of the amendment and restatement, or until December 17, 2029. Unless the Company is sooner dissolved in accordance with the Company’s LLCA, the Term of the Company will continue until the earlier of (x) the date on which all investments have either been repaid or sold and (y) December 17, 2029, unless the Term is extended upon the request of the Board and by approval of Pantheon Silver Holdings LLC as the holder of the majority of the interests of the Company.

The Company has formed certain wholly-owned subsidiaries, which are structured as Delaware limited liability companies, to hold certain investments, including equity or equity-like investments in portfolio companies and corporate debt of portfolio companies.

The Merger with Silver Merger Sub LLC

On December 17, 2024, the Company completed its previously announced acquisition by Pantheon Silver Holdings LLC, a Delaware limited liability company (“Buyer”), pursuant to the Agreement and Plan of Merger, dated as of October 31, 2024 (the “Merger Agreement”), by and among the Company, the Buyer, and Silver Merger Sub LLC, a wholly owned subsidiary of the Buyer (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company surviving as a wholly owned subsidiary of the Buyer (the “Merger”).

 

In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding Unit, other than Units held by the Company or the Buyer or any of their respective consolidated subsidiaries, was automatically converted into the right to receive an amount in cash equal to $24.05 per Unit ("Cancellation of Units"). In addition, 6,365,622 Units were issued to the Buyer in the Merger, and 452 Units were issued to an additional investor, at a price of $22.12 per Unit.

 

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Table of Contents

In-Kind Contribution

At the effective time of the Merger, the Buyer contributed its wholly-owned subsidiary, Pantheon Silver LLC, a Delaware limited liability company (“Pantheon Silver”), to the Company in exchange for 8,394,088 Units at a price of $24.05 per Unit (the “In-Kind Contribution”). In addition, on December 17, 2024, following the effective time of the Merger and after giving effect to the contribution, Pantheon Silver merged with and into Goldman Sachs Private Middle Market Credit SPV II LLC, a wholly-owned subsidiary of the Company, with Goldman Sachs Private Middle Market Credit SPV II LLC surviving as a wholly-owned subsidiary of the Company.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s functional currency is USD and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.

 

Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2024, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the "SEC") on March 4, 2025. The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.

As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

Basis of Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly-owned subsidiaries, PMMC Blocker I, LLC (formerly known as My-On PMMC Blocker, LLC), PMMC Blocker II, LLC, PMMC Blocker III, LLC, PMMC Wine I, LLC, Goldman Sachs Private Middle Market Credit SPV LLC (“SPV”) and Goldman Sachs Private Middle Market Credit SPV II LLC (“SPV II”). All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income, for which the Company has earned the following:

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

Prepayment premiums

 

$

170

 

 

$

 

Accelerated amortization of upfront loan origination fees and unamortized discounts

 

$

556

 

 

$

291

 

 

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Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another Account (as defined below) managed by the Investment Adviser.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income.

Certain structuring fees, amendment fees, syndication fees and commitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.

Non-Accrual Investments

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of March 31, 2025, the Company had certain investments held in three portfolio companies on non-accrual status, which represented 15.3% and 4.9% of total investments (excluding investments in money market funds, if any) at amortized cost and at fair value, respectively. As of December 31, 2024, the Company had certain investments held in three portfolio companies on non-accrual status, which represented 13.4% and 4.9% of total investments (excluding investments in money market funds, if any) at amortized cost and at fair value, respectively.

Investments

The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent price sources. In the absence of quoted market prices, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee (the "Valuation Designee") designated by the Board of Directors, pursuant to Rule 2a-5 under the Investment Company Act.

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement”.

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has designated to the Investment Adviser day-to-day responsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing sources. If market quotations are not readily available, the Investment Adviser prices securities at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains prices from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing sources or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Valuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.

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With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, contemplate a multi-step valuation process conducted by the Investment Adviser each quarter and more frequently as needed. As the Valuation Designee, the Investment Adviser is primarily responsible for the valuation of the Company's assets, subject to the oversight of the Board of Directors, as described below:

 

(1)
The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the valuation of the portfolio investment;
(2)
The Valuation Designee also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the Valuation Designee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;
(3)
The Independent Valuation Advisors' preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (the “VOG”), a team that is part of the controllers group of Goldman Sachs. The Independent Valuation Advisors' valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. The VOG presents the valuations to the Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee (the “Asset Management Private Investment Valuation and Side Pocket Working Group”), which is comprised of a number of representatives from different functions and areas of expertise related to GSAM’s business and controls who are independent of the investment decision making process;
(4)
The Asset Management Private Investment Valuation and Side Pocket Working Group reviews and preliminarily approves the fair valuations and makes fair valuation recommendations to the Asset Management Valuation Committee;
(5)
The Asset Management Valuation Committee reviews the valuation information provided by the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors. The Asset Management Valuation Committee then assesses such valuation recommendations; and
(6)
Through the Asset Management Valuation Committee, the Valuation Designee discusses the valuations, provides written reports to the Board of Directors on at least a quarterly basis, and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Asset Management Valuation Committee, the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors.

Money Market Funds

Investments in money market funds are valued at net asset value (“NAV”) per share. See Note 3 “Significant Agreements and Related Party Transactions.”

Cash

Cash consists of deposits held at State Street Bank and Trust Company (the "Custodian"). As of March 31, 2025 and December 31, 2024, the Company held an aggregate cash balance of $104,211 and $79,248. Foreign currency of $0 and $0 (acquisition cost of $0 and $0) is included in cash as of March 31, 2025 and December 31, 2024.

Foreign Currency Translation

Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.

The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities, if any, are included with the net change in unrealized appreciation (depreciation) on foreign currency translations in the Consolidated Statements of Operations.

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Foreign securities and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.

Derivatives

The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts is recorded on the Consolidated Statements of Financial Condition by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting and, as such, the Company recognizes its derivatives at fair value, and records changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts in the Consolidated Statements of Operations.

Income Taxes

The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense and any income tax penalties under expenses in the Consolidated Statements of Operations.

The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.

The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2016. So long as the Company maintains its qualification for tax treatment as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its Unitholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s Unitholders and will not be reflected in the consolidated financial statements of the Company.

To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its Unitholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to Unitholders without reducing the Company’s required distribution. The Company will accrue excise tax on estimated undistributed taxable income as required.

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations.

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Distributions

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the Unitholder’s tax basis in its Units. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to Units or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to Unitholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its Unitholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its Unitholders substantially all of its annual taxable income for each year, except that, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. As described in Note 1 – “Organization,” the Company’s investment period ended on May 5, 2019. The Company has, and currently intends to continue to, make distributions of the net proceeds attributable to the repayment or disposition of investments (together with any interest, dividends and other net cash flow in respect of such investments) until the Company’s Term ends and the Company is dissolved. The specific tax characteristics of the Company’s distributions will be reported to Unitholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

Deferred Financing Costs

Deferred financing costs consist of fees and expenses paid in connection with the closing of, and amendments to, the JPM Revolving Credit Facility (as defined below) and JPM Term Loan Facility (as defined below). These costs are amortized using the straight-line method over the term of the JPM Revolving Credit Facility and Term Loan Credit Facility. Deferred financing costs related to the JPM Revolving Credit Facility and the JPM Term Loan Facility are presented separately as an asset on the Company’s Consolidated Statements of Financial Condition.

Secured Borrowings

 

The Company may enter into sales agreements to participate all or a portion of its investments to third parties. Under Topic ASC 860, Transfers and Servicing, certain loan sales do not qualify for sale accounting because these sales do not meet the definition of a “participating interest” as defined in the guidance, in order for sale treatment to be allowed. Sales that do not meet the definition of a participating interest or are not eligible for sales accounting remain as an investment on the Consolidated Statements of Financial Condition as required under GAAP and the proceeds are recorded as secured borrowing. Secured borrowings are carried at fair value and have been categorized as Level 3 within the fair value hierarchy.

 

Segment Reporting

In accordance with ASC 280 – Segment reporting, the Company has determined that it operates through a single operating and reporting segment with the investment objectives to generate current income and, to a lesser extent, capital appreciation through direct origination of secured debt, unsecured debt and select equity investments. The chief operating decision maker (the “CODM”) is comprised of the Company’s chief executive officers, chief financial officer and chief operating officer. The CODM uses Net increase (decrease) in members' capital from operations in the Company’s Consolidated Statements of Operations to assess the Company’s performance and allocate resources. The evaluation and assessment of this metric is used in implementing investment policy decisions, managing the Company’s portfolio, evaluation of the Company’s distribution policy and assessing the performance of the portfolio. As the Company's operations comprise of a single reporting segment, the segment assets are reflected on the accompanying Consolidated Statements of Financial Condition as "Total assets" and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.

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3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Overview

On April 11, 2016, the Company entered into an investment advisory and management agreement (the “Former Investment Advisory Agreement”) with the Investment Adviser. The Former Investment Advisory Agreement remained in effect until December 16, 2024. On December 17, 2024, the Company entered into an amended and restated investment advisory and management agreement (the “Investment Advisory Agreement”) with the Investment Advisor. The Investment Advisory Agreement will remain in full force and effect so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the Independent Directors in accordance with the requirements of the Investment Company Act, and (b) a vote of a majority of the Board of Directors or a majority of our outstanding voting securities, as defined in the Investment Company Act. The Investment Advisory Agreement may, on 60 days’ written notice to the other party, be terminated in its entirety at any time without the payment of any penalty, by the Board of Directors or by vote of a majority of the Company’s outstanding voting securities, on the one hand, or by the Investment Adviser, on the other hand. The Investment Advisory Agreement will also automatically terminate in the event of its assignment (as defined in the Investment Company Act).

Management Services

Pursuant to the terms of the Investment Advisory Agreement, the Investment Adviser, subject to the overall supervision of the Board of Directors, manages the Company’s day-to-day operations and provides investment advisory and management services to the Company.

 

Former Investment Advisory Agreement

Former Management Fee

Pursuant to the Former Investment Advisory Agreement, the Company paid its Investment Adviser a management fee (the “Former Management Fee”), payable quarterly in arrears, equal to 0.375% (i.e., an annual rate of 1.50%) of the average of the Company’s NAV (including uninvested cash and cash equivalents) at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the Company's NAV as of such quarter-end). The Former Management Fee for any partial quarter would have been appropriately prorated. The Investment Adviser waived a portion of its management fee payable by the Company in an amount equal to the management fees it earned as an investment adviser for any affiliated money market funds in which the Company invested.

For the three months ended March 31, 2024, Former Management Fees amounted to $1,526.

Former Incentive Fee

 

Pursuant to the Former Investment Advisory Agreement, the Company paid the Investment Adviser an incentive fee (the “Former Incentive Fee”) as follows:

 

a)
First, no Former Incentive Fee was payable to the Investment Adviser until the Company made cumulative distributions pursuant to this clause (a) equal to aggregate Former Contributed Capital (as defined below);
b)
Second, no Former Incentive Fee was payable to the Investment Adviser until the Company made cumulative distributions pursuant to this clause (b) equal to a 7% return per annum, compounded annually, on aggregate unreturned Former Contributed Capital, from the date each capital contribution was made through the date such capital was returned;
c)
Third, subject to clauses (a) and (b), the Investment Adviser was entitled to the Former Incentive Fee equal to 100% of all amounts designated by the Company as proceeds intended for distribution and Former Incentive Fee payments, until such time as the cumulative Former Incentive Fee paid to the Investment Adviser pursuant to this clause (c) was equal to 15% of the amount by which the sum of (i) cumulative distributions to Unitholders pursuant to clauses (a) and (b) above and (ii) the cumulative Incentive Fee previously paid to the Investment Adviser pursuant to this clause exceeded Former Contributed Capital; and
d)
Fourth, at any time that clause (c) was satisfied, the Investment Adviser was entitled to a Former Incentive Fee equal to 15% of all amounts designated by the Company as proceeds intended for distribution and Former Incentive Fee payments.

The Former Incentive Fee was calculated on a cumulative basis and the amount of the Former Incentive Fee payable prior to a proposed distribution was determined and, if applicable, was paid in accordance with the foregoing formula each time amounts were to be distributed to the Unitholders. The Former Incentive Fee was a fee owed by the Company to the Investment Adviser and was not paid out of distributions made to Unitholders.

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In no event would an amount have been paid with respect to the Former Incentive Fee to the extent it would have caused the aggregate amount of the Company’s capital gains paid in respect of the Former Incentive Fee to exceed 20% of the Company’s realized capital gains computed net of all realized capital losses and unrealized capital depreciation, in each case determined on a cumulative basis from inception of the Company through the date of the proposed payment (the “Former Incentive Fee Cap”).

“Former Contributed Capital” was the aggregate amount of capital contributions that were made by all Unitholders in respect of their Units to the Company. All former distributions (or deemed distributions), including investment income (i.e. proceeds received in respect of interest payments, dividends and fees) and former proceeds attributable to the repayment or disposition of any investment, to Unitholders was considered a return of Former Contributed Capital. Unreturned Former Contributed Capital equaled aggregate Former Contributed Capital minus cumulative distributions but was never less than zero.

The term “former proceeds intended for distribution and Former Incentive Fee payments” included former proceeds from the full or partial realization of the Company’s investments and former income from investing activities and may have included return of capital, ordinary income and capital gains.

If, at the termination of the Company, the Investment Adviser had received aggregate payments of Former Incentive Fees in excess of the amount the Investment Adviser would have received had the Former Incentive Fees been determined upon such termination, then the Investment Adviser would have reimbursed the Company for the difference between the amount of Former Incentive Fees actually received and the amount determined at termination (the “Former Investment Adviser Reimbursement Obligation”). However, the Investment Adviser would not have been required to reimburse the Company an amount greater than the aggregate Former Incentive Fees paid to the Investment Adviser, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Investment Adviser incurred in connection with the payment of such Former Incentive Fees (assuming the highest marginal applicable federal and New York city and state income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Investment Adviser by virtue of the payment made by the Investment Adviser pursuant to its Former Investment Adviser Reimbursement Obligation (assuming that, to the extent such payments are deductible by the Investment Adviser, the benefit of such deductions was computed using the then highest marginal applicable federal and New York city and state income tax rates).

If the Former Investment Advisory Agreement was terminated prior to the termination of the Company (other than the Former Investment Adviser voluntarily terminating the agreement), the Company would have paid to the Investment Adviser a final Incentive Fee payment (the “Former Final Incentive Fee Payment”). The Former Final Incentive Fee Payment would have been calculated as of the date the Former Investment Advisory Agreement was terminated and would have equaled the amount of the Former Incentive Fee that would have been payable to the Investment Adviser if (a) all investments had been liquidated for their current value (but without taking into account any unrealized appreciation of any investment), and any unamortized deferred investment-related fees would have been deemed accelerated, (b) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (c) the remainder was distributed to Unitholders and paid as a Former Incentive Fee in accordance with the Former Incentive Fee waterfall described above for determining the amount of the Former Incentive Fee, subject to the Former Incentive Fee Cap. The Company would have made the Former Final Incentive Fee Payment in cash on or immediately following the date the Former Investment Advisory Agreement was so terminated. The Former Investment Adviser Reimbursement Obligation would have been determined as of the date of the termination of the Former Investment Advisory Agreement for purposes of the Former Final Incentive Fee Payment.

For the three months ended March 31, 2024, the Company accrued Former Incentive Fees of $1,149.

Former Expense Limitation

Pursuant to the Former Investment Advisory Agreement, Company expenses borne by the Company in the ordinary course on an annual basis (excluding the Former Management Fee, the Former Incentive Fee, organizational and start-up expenses and leverage-related expenses) would not have exceeded an amount equal to 0.5% of the aggregate amount of commitments to the Company by holders of its Units; provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, were not subject to such cap.

For the three months ended March 31, 2024, there were no reimbursements from the Investment Adviser pursuant to this provision.

Investment Advisory Agreement

The Company entered into an amended and restated investment advisory agreement effective as of December 17, 2024 (the “Investment Advisory Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.

Management Fee

The Company pays the Investment Adviser a management fee (the “Management Fee”), payable quarterly in arrears, equal to 0.25% (i.e., an annual rate of 1.00%) of the average of the NAV of the Company (including un-invested cash and cash equivalents) at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the Company's NAV as of such quarter-end). The Management Fee for any partial quarter will be appropriately prorated. The Investment Adviser waives a portion of its management fee payable by the Company in an amount equal to the management fees it earns as an investment adviser for any affiliated money market funds in which the Company invests.

For the three months ended March 31, 2025, Management Fees amounted to $882. As of March 31, 2025, $882 remained payable.

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Incentive Fee

The Incentive Fee shall be calculated as provided below and payable (i) in arrears at the end of each calendar year or (ii) in the event that this Agreement is terminated, as follows:

a)
First, no Incentive Fee will be payable to the Investment Adviser with respect to any period in which the Company’s Cumulative Pre-Incentive Fee Net Return (as defined below) does not exceed the Hurdle Amount (as defined below) for such period.
b)
Second, 100.0% of the Company’s Cumulative Pre-Incentive Fee Net Return with respect to that portion of such Cumulative Pre-Incentive Fee Net Return, if any, that exceeds the Hurdle Amount until amounts payable to the Investment Adviser equal 10.0% of the Company’s Cumulative Pre-Incentive Fee Net Return as if the Hurdle Amount did not apply (“Catch-up”).
c)
Thereafter, the Investment Adviser will be entitled to receive 10.0% of the Cumulative Pre-Incentive Fee Net Return, if any, that exceeds the Catch-up for such period.

The amount of Incentive Fees payable in respect of such calendar year or upon termination, as applicable, shall equal the Incentive Fees calculated based on the methodology above, less the aggregate amount of any previously paid Incentive Fees, in each case determined on a cumulative basis from the Lookback Date (as defined below) through the end of such calendar year (or, if terminated, until the date of termination). For the avoidance of doubt the Incentive Fee payable in such calendar year shall be no less than zero.

“Contributed Capital” shall mean the aggregate amount of capital contributions that have been made by all Unitholders in respect of their Units to the Company. All distributions consisting of proceeds attributable to the repayment or disposition of any Investment to Unitholders (including for the avoidance of doubt, capital gains) will be considered a return of Contributed Capital. For the avoidance of doubt, unreturned Contributed Capital at any time shall equal aggregate Contributed Capital minus cumulative distributions (excluding, for the avoidance of doubt, any distributions of interest, dividends and fees) but shall never be less than zero.

“Cumulative Pre-Incentive Fee Net Return” for the relevant calendar year (or, if terminated, until the date of termination) shall mean (x) Pre-Incentive Fee Net Investment Income (as defined below) determined on a cumulative basis for the period from the Lookback Date through the end of such calendar year (or, if terminated, until the date of termination), plus (y) realized capital gains, computed net of all realized capital losses and unrealized capital depreciation determined on a cumulative basis for the period from the Lookback Date through the end of such calendar year (or, if terminated, until the date of termination). In no event will Cumulative Pre-Incentive Fee Net Return include unrealized capital appreciation. The Company will accrue for unrealized capital appreciation but will not pay any Incentive Fee with respect to unrealized capital appreciation. Capital appreciation would be includable in Cumulative Pre-Incentive Fee Net Return with respect to a given investment if the Company were to sell the investment and realize a capital gain. The Cumulative Pre-Incentive Fee Net Return considers the discount paid by the Buyer for the investments of the Company acquired in connection with the Merger, as well as the amount paid by the Buyer for the investments acquired prior to the Merger, and subsequently contributed into the Company.

“Hurdle Amount” shall mean an amount equal to 7.0%, per annum, compounded annually, on aggregate unreturned Contributed Capital, from the date each capital contribution is made through the date such capital has been returned.

“Lookback Date” shall mean December 17, 2024.

“Pre-Incentive Fee Net Investment Income” means, with respect to the relevant period, interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during such period, minus the Company’s operating expenses accrued during such period (including, without limitation, the Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred Units in the Company, but excluding the Incentive Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Notwithstanding anything to the contrary herein, in no event will an amount be paid with respect to the Incentive Fee to the extent it would cause the aggregate amount of the Incentive Fee to be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

If the Investment Advisory Agreement is terminated prior to termination of the Company (other than the Investment Adviser voluntarily terminating the Investment Advisory Agreement), the Company will pay to the Investment Adviser a final Incentive Fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Investment Adviser if (a) all investments were liquidated for their current value (but without taking into account any unrealized appreciation of any Investment), and any unamortized deferred investment-related fees would be deemed accelerated, (b) the proceeds from such liquidation were used to pay all the Company’s outstanding liabilities, and (c) the remainder were distributed to Unitholders and paid as an Incentive Fee in accordance with the provisions set forth in paragraph (1) above. The Company will make the Final Incentive Fee Payment.

For the three months ended March 31, 2025, the Company accrued unvested Incentive Fees of $660. As of March 31, 2025, $4,678 was payable in accordance with the terms of the Investment Advisory Agreement.

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Expense Limitation

Pursuant to the Investment Advisory Agreement, Company expenses borne by the Company in the ordinary course on an annual basis (excluding the Management Fee, the Incentive Fee, organizational and start-up expenses, and leverage-related expenses (including among other things, participation-related expenses)) shall not exceed an amount equal to $4,250,000, provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap.

For the three months ended March 31, 2025, there were no reimbursements from the Investment Adviser pursuant to this provision.

Administration and Custodian Fees

The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its services as it determines to be commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s Custodian.

For the three months ended March 31, 2025 and 2024, the Company incurred expenses for services provided by the Administrator and the Custodian of $168 and $141. As of March 31, 2025, $245 remained payable.

Transfer Agent Fees

State Street Bank and Trust Company serves as the Company’s transfer agent (the “Transfer Agent”), registrar and disbursing agent. For the three months ended March 31, 2025 and 2024, the Company incurred expenses for services provided by the Transfer Agent of $24 and $23. As of March 31, 2025, $33 remained payable.

Affiliates

The table below presents the Company’s affiliated investments (including investments in money market funds, if any):

 

 

 

Beginning
Fair Value
Balance

 

 

Gross
Additions
(1)

 

 

Gross
Reductions
(2)

 

 

Net
Realized
Gain
(Loss)

 

 

Net Change
in
Unrealized
Appreciation
(Depreciation)

 

 

Ending
Fair
Value
Balance

 

 

Dividend,
Interest
and Other
Income

 

For the Three Months Ended March 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund

 

$

288

 

 

$

23,476

 

 

$

(8,775

)

 

$

 

 

$

 

 

$

14,989

 

 

$

76

 

Elah Holdings, Inc.

 

 

3,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,354

 

 

 

 

Total Non-Controlled Affiliates

 

$

3,642

 

 

$

23,476

 

 

$

(8,775

)

 

$

 

 

$

 

 

$

18,343

 

 

$

76

 

For the Year Ended December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund

 

$

53,866

 

 

$

523,241

 

 

$

(576,819

)

 

$

 

 

$

 

 

$

288

 

 

$

2,437

 

Collaborative Imaging, LLC (dba Texas Radiology Associates)

 

 

2,526

 

 

 

 

 

 

(2,505

)

 

 

605

 

 

 

(626

)

 

 

 

 

 

52

 

Elah Holdings, Inc.

 

 

3,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,354

 

 

 

 

Total Non-Controlled Affiliates

 

$

59,746

 

 

$

523,241

 

 

$

(579,324

)

 

$

605

 

 

$

(626

)

 

$

3,642

 

 

$

2,489

 

 

 

(1)
Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
(2)
Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

Due to Affiliates

The Investment Adviser pays certain general and administrative expenses, including legal expenses, on behalf of the Company in the ordinary course of business. As of March 31, 2025 and December 31, 2024, there were $119 and $1,359, respectively, included within Accrued expenses and other liabilities paid by the Investment Adviser and its affiliates on behalf of the Company.

25


Table of Contents

Co-Investment Activity

In certain circumstances, the Company can make negotiated co-investments pursuant to an exemptive order from the SEC permitting it to do so. On November 16, 2022, the SEC granted to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants exemptive relief on which the Company expects to rely to co-invest alongside certain other client accounts managed by the Investment Adviser (collectively with the Company, the “Accounts”), which may include proprietary accounts of Goldman Sachs, in a manner consistent with the Company's investment objectives and strategies, certain Board-established criteria, the conditions of such exemptive relief and other pertinent factors (as amended, the “Relief”). On June 25, 2024, the SEC granted an amendment to the Relief, which permits the Company to participate in follow-on investments in the Company’s existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or registered investment companies, did not have an investment in such existing portfolio company. If the Investment Adviser forms other funds in the future, the Company may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs. The Goldman Sachs Asset Management Private Credit Team is composed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the Company. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s Unitholders and do not involve overreaching in respect of the Company or its Unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s Unitholders and is consistent with the then-current investment objectives and strategies of the Company.

4. INVESTMENTS

The Company’s investments (excluding investments in money market funds, if any) consisted of the following:

 

 

March 31, 2025

 

 

December 31, 2024

 

Investment Type

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

1st Lien/Senior Secured Debt

 

$

381,311

 

 

$

333,572

 

 

$

474,874

 

 

$

419,988

 

1st Lien/Last-Out Unitranche

 

 

153,933

 

 

 

152,331

 

 

 

144,131

 

 

 

142,219

 

2nd Lien/Senior Secured Debt

 

 

20,818

 

 

 

18,896

 

 

 

20,473

 

 

 

16,934

 

Unsecured Debt

 

 

13,531

 

 

 

 

 

 

13,531

 

 

 

 

Preferred Stock

 

 

4,833

 

 

 

 

 

 

4,833

 

 

 

 

Common Stock

 

 

7,409

 

 

 

7,409

 

 

 

4,586

 

 

 

3,354

 

Warrants

 

 

1,234

 

 

 

 

 

 

1,233

 

 

 

 

Total

 

$

583,069

 

 

$

512,208

 

 

$

663,661

 

 

$

582,495

 

 

The industry composition of the Company’s investments as a percentage of fair value and net assets was as follows:

 

 

 

 

March 31, 2025

 

 

December 31, 2024

 

Industry

 

Fair Value

 

 

Net Assets

 

 

Fair Value

 

 

Net Assets

 

Financial Services

 

 

12.9

%

 

 

18.5

%

 

 

14.4

%

 

 

24.0

%

Hotels, Restaurants & Leisure

 

 

11.8

 

 

 

17.0

 

 

 

10.5

 

 

 

17.5

 

Wireless Telecommunication Services

 

 

8.9

 

 

 

12.8

 

 

 

7.8

 

 

 

13.0

 

Software

 

 

7.7

 

 

 

11.0

 

 

 

6.8

 

 

 

11.3

 

Chemicals

 

 

6.6

 

 

 

9.7

 

 

 

5.9

 

 

 

9.8

 

IT Services

 

 

6.1

 

 

 

8.8

 

 

 

5.3

 

 

 

8.9

 

Consumer Staples Distribution & Retail

 

 

5.1

 

 

 

7.3

 

 

 

4.5

 

 

 

7.4

 

Air Freight & Logistics

 

 

5.0

 

 

 

7.1

 

 

 

4.4

 

 

 

7.3

 

Entertainment

 

 

4.6

 

 

 

6.7

 

 

 

3.8

 

 

 

6.2

 

Ground Transportation

 

 

4.2

 

 

 

6.1

 

 

 

3.7

 

 

 

6.1

 

Specialty Retail

 

 

3.7

 

 

 

5.3

 

 

 

3.3

 

 

 

5.5

 

Interactive Media & Services

 

 

3.5

 

 

 

5.0

 

 

 

7.8

 

 

 

13.0

 

Diversified Consumer Services

 

 

3.3

 

 

 

4.7

 

 

 

5.8

 

 

 

9.7

 

Household Products

 

 

3.2

 

 

 

4.6

 

 

 

2.8

 

 

 

4.7

 

Commercial Services & Supplies

 

 

2.9

 

 

 

4.1

 

 

 

2.5

 

 

 

4.2

 

Beverages

 

 

2.2

 

 

 

3.2

 

 

 

1.9

 

 

 

3.2

 

Professional Services

 

 

2.1

 

 

 

3.0

 

 

 

3.6

 

 

 

6.1

 

Household Durables

 

 

2.1

 

 

 

3.0

 

 

 

1.9

 

 

 

3.1

 

Consumer Finance

 

 

1.9

 

 

 

2.7

 

 

 

1.7

 

 

 

2.8

 

Building Products

 

 

1.5

 

 

 

2.1

 

 

 

1.0

 

 

 

1.7

 

Capital Markets

 

 

0.7

 

 

 

0.9

 

 

 

0.6

 

 

 

1.0

 

Total

 

 

100.0

%

 

 

143.6

%

 

 

100.0

%

 

 

166.5

%

 

26


Table of Contents

The geographic composition of the Company’s investments at fair value was as follows:

 

 

Geographic

 

March 31, 2025

 

 

December 31, 2024

 

United States

 

 

100.0

%

 

 

100.0

%

Total

 

 

100.0

%

 

 

100.0

%

 

5. FAIR VALUE MEASUREMENT

The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

Basis of Fair Value Measurement

Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.

The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.

 

Level 2 Instruments

Valuation Techniques and Significant Inputs

Equity and Fixed Income

The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments.

Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.

Derivative Contracts

Over-the-counter ("OTC") derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

 

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Table of Contents

 

Level 3 Instruments

Valuation Techniques and Significant Inputs

Bank Loans, Corporate Debt, and Other Debt Obligations

Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis.

Equity

Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available: (i) Transactions in similar instruments; (ii) Discounted cash flow techniques; (iii) Third party appraisals; and (iv) Industry multiples and public comparables.

 

Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including: (i) Current financial performance as compared to projected performance; (ii) Capitalization rates and multiples; and (iii) Market yields implied by transactions of similar or related assets.

 

The tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of March 31, 2025 and December 31, 2024. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest discount rate in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.

 

Level 3 Instruments

 

Fair Value(1)(2)

 

 

Valuation Techniques(3)

 

Significant Unobservable Inputs

 

Range(4) of Significant Unobservable Inputs

 

Weighted Average(5)

As of March 31, 2025

 

 

 

 

 

 

 

 

 

 

 

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured Debt

$

 

333,572

 

 

Discounted cash flows

 

Discount Rate

 

8.0% - 15.4%

 

10.3%

1st Lien/Last-Out Unitranche

$

 

152,331

 

 

Discounted cash flows

 

Discount Rate

 

10.1%-13.3%

 

12.1%

2nd Lien/Senior Secured Debt

$

 

11,379

 

 

Discounted cash flows

 

Discount Rate

 

14.3%-21.5%

 

19.1%

 

$

 

7,517

 

 

Comparable multiples

 

EV/EBITDA(6)

 

 

8.5x

Equity

Common Stock

$

 

3,354

 

 

Discounted cash flows

 

Discount Rate

 

 

28.4%

Common Stock

$

 

4,055

 

 

Comparable multiples

 

EV/Revenue

 

 

0.8x

 

As of December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured Debt

$

 

196,725

 

 

Discounted cash flows

 

Discount Rate

 

8.3% - 30.1%

 

11.0%

 

$

 

15,152

 

 

Collateral analysis

 

Recovery Rate

 

17.5%-100.0%

 

98.6%

 

$

 

38,096

 

 

Comparable multiples

 

EV/Revenue

 

1.0x-2.5x

 

1.8x

1st Lien/Last-Out Unitranche

$

 

65,492

 

 

Discounted cash flows

 

Discount Rate

 

 

13.6%

2nd Lien/Senior Secured Debt

$

 

11,119

 

 

Discounted cash flows

 

Discount Rate

 

13.2% - 20.1%

 

17.8%

 

$

 

5,815

 

 

Comparable multiples

 

EV/EBITDA(6)

 

 

8.5x

Equity

Common Stock

$

 

3,354

 

 

Discounted cash flows

 

Discount Rate

 

 

29.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
As of March 31, 2025, the income approach was used in the determination of fair value for $497,282 or 98.5% of Level 3 bank loans, corporate debt, and other debt obligations.
(2)
As of December 31, 2024, included within Level 3 assets of $582,495 is an amount of $246,742 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $273,336 or 47.2% of Level 3 bank loans, corporate debt, and other debt obligations.
(3)
The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques.
(4)
The range for an asset category consisting of a single investment, if any, is not meaningful and therefore has been excluded.
(5)
Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.
(6)
Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”).

 

28


Table of Contents

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of March 31, 2025 and December 31, 2024. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases in market comparable transactions or market multiples would result in an increase in the fair value.

 

The following is a summary of the Company’s assets categorized within the fair value hierarchy:

 

 

 

March 31, 2025

 

 

December 31, 2024

 

Assets

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

1st Lien/Senior Secured Debt

 

$

 

 

$

 

 

$

333,572

 

 

$

333,572

 

 

$

 

 

$

 

 

$

419,988

 

 

$

419,988

 

1st Lien/Last-Out Unitranche

 

 

 

 

 

 

 

 

152,331

 

 

 

152,331

 

 

 

 

 

 

 

 

 

142,219

 

 

 

142,219

 

2nd Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

18,896

 

 

 

18,896

 

 

 

 

 

 

 

 

 

16,934

 

 

 

16,934

 

Unsecured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

7,409

 

 

 

7,409

 

 

 

 

 

 

 

 

 

3,354

 

 

 

3,354

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliated Money Market Fund

 

 

14,989

 

 

 

 

 

 

 

 

 

14,989

 

 

 

288

 

 

 

 

 

 

 

 

 

288

 

Total assets

 

$

14,989

 

 

$

 

 

$

512,208

 

 

$

527,197

 

 

$

288

 

 

$

 

 

$

582,495

 

 

$

582,783

 

 

The table below presents a summary of changes in fair value of Level 3 assets by investment type:

 

 

Beginning
Balance

 

Purchases(1)

 

Net
Realized
Gain
(Loss)

 

Net Change
in
Unrealized
Appreciation
(Depreciation)

 

Sales and
Settlements
(1)

 

Net
Amortization
of Premium/
Discount

 

Transfers
In
(2)

 

Transfers
Out
(2)

 

Ending
Balance

 

Net Change
in
Unrealized
Appreciation
(Depreciation)
for assets
still held

 

For the Three Months Ended March 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

1st Lien/Senior Secured Debt

$

419,988

 

$

16,788

 

$

(13,060

)

$

7,147

 

$

(98,210

)

$

919

 

$

 

$

 

$

333,572

 

$

(5,282

)

1st Lien/Last-Out Unitranche

 

142,219

 

 

9,765

 

 

 

 

311

 

 

(108

)

 

144

 

 

 

 

 

 

152,331

 

 

310

 

2nd Lien/Senior Secured Debt

 

16,934

 

 

370

 

 

 

 

1,616

 

 

 

 

(24

)

 

 

 

 

 

18,896

 

 

1,617

 

Unsecured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

3,354

 

 

4,055

 

 

(1,232

)

 

1,232

 

 

 

 

 

 

 

 

 

 

7,409

 

 

(1

)

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

582,495

 

$

30,978

 

$

(14,292

)

$

10,306

 

$

(98,318

)

$

1,039

 

$

 

$

 

$

512,208

 

$

(3,356

)

For the Three Months Ended March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

1st Lien/Senior Secured Debt

$

303,646

 

$

3,891

 

$

(5

)

$

(1,744

)

$

(862

)

$

292

 

$

 

$

 

$

305,218

 

$

(1,745

)

1st Lien/Last-Out Unitranche

 

64,838

 

 

 

 

 

 

438

 

 

(35

)

 

73

 

 

 

 

 

 

65,314

 

 

439

 

2nd Lien/Senior Secured Debt

 

52,753

 

 

315

 

 

 

 

(34

)

 

(24,871

)

 

323

 

 

 

 

 

 

28,486

 

 

143

 

Unsecured Debt

 

19,344

 

 

329

 

 

 

 

(4,892

)

 

 

 

(205

)

 

 

 

 

 

14,576

 

 

(4,892

)

Preferred Stock

 

3,086

 

 

 

 

 

 

85

 

 

 

 

 

 

 

 

 

 

3,171

 

 

85

 

Common Stock

 

5,880

 

 

 

 

605

 

 

(626

)

 

(2,505

)

 

 

 

 

 

 

 

3,354

 

 

 

Warrants

 

80

 

 

 

 

 

 

13

 

 

 

 

 

 

 

 

 

 

93

 

 

13

 

Total assets

$

449,627

 

$

4,535

 

$

600

 

$

(6,760

)

$

(28,273

)

$

483

 

$

 

$

 

$

420,212

 

$

(5,957

)

 

 

(1)
Purchases may include PIK, capitalized fees, securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.
(2)
Transfers in (out) of Level 3 are due to a decrease (increase) in the quantity and reliability of broker quotes obtained by the Investment Adviser.

Debt Not Carried at Fair Value

The fair value of the Company’s debt, which would have been categorized as Level 3 within the fair value hierarchy as of March 31, 2025 and December 31, 2024, approximates its carrying value because the JPM Term Loan Facility has variable interest based on selected short-term rates and the JPM Revolving Credit Facility had variable interest based on selected short-term rates. All amounts outstanding under the JPM Revolving Credit Facility were fully repaid on May 8, 2024 and the JPM Revolving Credit Facility was terminated effective May 31, 2024.

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6. DEBT

In accordance with the Investment Company Act, with certain exceptions, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 200% after such borrowing (or 150% if certain requirements are met). The JPM Revolving Credit Facility was fully repaid on May 8, 2024 and was terminated effective May 31, 2024. As of March 31, 2025, $268,132 in principal amount was outstanding under the JPM Term Loan Facility. As of March 31, 2025 and December 31, 2024, the Company's asset coverage ratio based on the aggregate amount outstanding of senior securities (which included the JPM Revolving Credit Facility prior to its termination) was 233% and 219%.

The Company’s outstanding debt was as follows:

 

 

 

March 31, 2025

 

 

December 31, 2024

 

 

 

Aggregate
Borrowing
Amount
Committed

 

 

Amount
Available

 

 

Carrying
Value

 

 

Aggregate
Borrowing
Amount
Committed

 

 

Amount
Available

 

 

Carrying
Value

 

JPM Term Loan Facility

 

$

268,132

 

 

$

 

 

$

268,132

 

 

$

293,132

 

 

$

 

 

$

293,132

 

 

The weighted average interest rates of the aggregate borrowings outstanding for the three months ended March 31, 2025 was 6.87% and for the year ended December 31, 2024 was 7.53%. The average debt of the aggregate borrowings outstanding for the three months ended March 31, 2025 was $288,132 and for the year ended December 31, 2024 was $25,502.

JPM Revolving Credit Facility

On November 21, 2017, SPV entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, collateral administrator, bank and securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company also acts as the Company’s transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on numerous occasions between August 17, 2018 and May 10, 2023. Effective May 31, 2024, the JPM Revolving Credit Facility was terminated and SPV was released from its obligations to the lenders.

Borrowings under the JPM Revolving Credit Facility bore interest (at SPV's election) at a per annum rate equal to either (x) the three-month Term SOFR (or other listed offered rate, depending upon the currency of borrowing) in effect and (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%; and, with respect to advances denominated in a currency other than USD, the annual rate of interest announced by JPM as being the reference rate then in effect for determining interest rates on commercial loans made in the applicable jurisdiction of such currency, in all cases, plus the applicable margin. The applicable margin was 3.50% per annum. SPV initially paid a commitment fee of 1.00% per annum (or 0.50% per annum during the first nine months from the date the JPM Revolving Credit Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM Revolving Credit Facility.

The JPM Revolving Credit Facility was a multicurrency facility. All amounts outstanding under the JPM Revolving Credit Facility were fully repaid on May 8, 2024 and the JPM Revolving Credit Facility was terminated effective May 31, 2024.

SPV’s obligations to the lenders under the JPM Revolving Credit Facility were secured by a first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility were non-recourse to the Company, and the Company’s exposure under the JPM Revolving Credit Facility was limited to the value of the Company’s investment in SPV.

In connection with the JPM Revolving Credit Facility, SPV made certain customary representations and warranties and was required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contained customary events of default for similar financing transactions, including if a change of control of SPV occurred or if the Company was no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may have declared the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.

Costs of $8,557 were incurred in connection with obtaining and amending the JPM Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Financial Condition, and amortized over the life of the JPM Revolving Credit Facility using the straight-line method.

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The table below presents the summary information of the JPM Revolving Credit Facility:

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

Borrowing interest expense

 

$

 

 

$

870

 

Facility fees

 

 

 

 

 

20

 

Amortization of financing costs

 

 

 

 

 

173

 

Total

 

$

 

 

$

1,063

 

 Weighted average interest rate

 

 

%

 

 

8.07

%

Average outstanding balance

 

$

 

 

$

43,392

 

 

JPM Term Loan Facility

On December 17, 2024, the Company became party to and assumed all of the Buyer’s obligations under the JPM Term Loan Facility, as amended by the JPM Term Loan Facility Amendment, including borrowings of approximately $293,132 outstanding as of December 17, 2024 (after giving effect to the Merger Advance, as defined below). The JPM Term Loan Facility Amendment, among other things, (i) joined the Company, as the parent and portfolio manager (and released the Buyer as the parent and portfolio manager), (ii) replaced Pantheon Silver LLC with SPV II as borrower, and (iii) joined State Street Bank and Trust Company, as collateral agent, securities intermediary and collateral administrator.

Pursuant to the JPM Term Loan Facility, the lenders agreed to extend credit to SPV II in an aggregate principal amount, as of December 17, 2024, of up to $340,000, subject to the satisfaction of various conditions, including availability under the borrowing base, which is based on loan collateral. In connection with the Merger, the lenders extended an aggregate principal amount of approximately $76,605 to finance a portion of the consideration payable to the Company’s members in the Merger (the “Merger Advance”). All undrawn commitments expired upon the extension of the Merger Advance, and there are no unexercised accordion provisions. As of March 31, 2025, no further advances may be made under the JPM Term Loan Facility.

Advances under the JPM Term Loan Facility were made in U.S. dollars. The interest charged on the JPM Term Loan Facility is based on 3-month Term SOFR (or, if Term SOFR is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 0.50%), as applicable), plus an applicable margin of 2.40%. Any amounts outstanding under the JPM Term Loan Facility must be repaid by October 25, 2027.

SPV II’s obligations to the lenders under the JPM Term Loan Facility are secured by a first priority security interest in all of SPV II’s portfolio of investments and cash. The obligations of SPV II under the JPM Term Loan Facility are non-recourse to us, and our exposure under the JPM Term Loan Facility is limited to the value of our investment in SPV II, subject to certain indemnification obligations.

The JPM Term Loan Facility also includes customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Term Loan Facility contains customary events of default for similar financing transactions, including if a change of control of SPV II occurs or if we were no longer the portfolio manager of SPV II. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Term Loan Facility immediately due and payable. As of March 31, 2025, the Company and SPV II were in compliance with these covenants.

Costs of $938 were incurred in connection with obtaining and amending the JPM Term Loan Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Financial Condition, and amortized over the life of the JPM Term Loan Facility using the straight-line method. As of March 31, 2025, outstanding deferred financing costs were $844.

The table below presents the summary information of the JPM Term Loan Facility:

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

Borrowing interest expense

 

$

4,878

 

 

$

 

Facility fees

 

 

 

 

 

 

Amortization of financing costs

 

 

82

 

 

 

 

Total

 

$

4,960

 

 

$

 

 Weighted average interest rate

 

 

6.87

%

 

 

 

Average outstanding balance

 

$

288,132

 

 

$

 

 

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7. DERIVATIVES

The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.

In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty, if any, is included in the Consolidated Statements of Financial Condition as due to/due from broker. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that it believes to be in good standing and by monitoring the financial stability of those counterparties.

For the three months ended March 31, 2025 and 2024, the Company’s average USD notional exposure to foreign currency forward contracts was $0 and $1,712.

The effect of transactions in derivative instruments on the Consolidated Statements of Operations was as follows:

 

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

Net realized gain (loss) on foreign currency forward contracts

 

$

 

 

$

 

Net change in unrealized appreciation (depreciation) on foreign currency forward contracts

 

 

 

 

 

50

 

Total net realized and unrealized gains (losses) on foreign currency forward contracts

 

$

 

 

$

50

 

 

8. COMMITMENTS AND CONTINGENCIES

Capital Commitments

The Company had aggregate capital commitments and undrawn capital commitments from investors as follows:

 

 

March 31, 2025

 

 

December 31, 2024

 

 

 

Capital
Commitments

 

 

Unfunded
Capital
Commitments

 

 

% of Capital
Commitments
Funded

 

 

Capital
Commitments

 

 

Unfunded
Capital
Commitments

 

 

% of Capital
Commitments
Funded

 

Units

 

$

162,882

 

 

$

19,093

 

 

 

88

%

 

$

162,882

 

 

$

19,093

 

 

 

88

%

 

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Portfolio Company Commitments

The Company may enter into investment commitments through executed credit agreements or commitment letters. In many circumstances for executed commitment letters, borrower acceptance and final terms are subject to transaction-related contingencies. As of March 31, 2025, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types:

 

 

 

Unfunded Commitment Balances

 

 

 

 

March 31, 2025

 

 

 

December 31, 2024

 

1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

CDM Fitness Holdings, LLC

 

$

 

1,424

 

 

$

 

1,424

 

Convenient Payments Acquisition, Inc. (dba IntelliPay)

 

 

 

881

 

 

 

 

881

 

CorePower Yoga LLC

 

 

 

1,070

 

 

 

 

432

 

Curio Brands, LLC

 

 

 

1,426

 

 

 

 

1,426

 

Good Feet Worldwide LLC

 

 

 

1,112

 

 

 

 

1,112

 

HAI Hospitality, Inc.

 

 

 

5,998

 

 

 

 

5,998

 

Helix Sleep, Inc.

 

 

 

1,372

 

 

 

 

1,373

 

Igloo Inc.

 

 

 

386

 

 

 

 

215

 

Inova Payroll LLC

 

 

 

98

 

 

 

 

 

ITS Buyer Inc (dba ITS Logistics)

 

 

 

4,613

 

 

 

 

4,613

 

Keystone Purchaser LLC (dba Bridgeway)

 

 

 

1,941

 

 

 

 

2,342

 

Marquis Software Solutions Inc

 

 

 

494

 

 

 

 

494

 

PF Atlantic Holdco 2, LLC

 

 

 

1,539

 

 

 

 

1,539

 

Streamland Media Midco LLC

 

 

 

1,514

 

 

 

 

 

SugarCRM Inc.

 

 

 

2,128

 

 

 

 

2,128

 

VRC Companies, LLC (dba Vital Records Control)

 

 

 

443

 

 

 

 

443

 

Celero Commerce LLC

 

 

 

 

 

 

 

947

 

Splash Car Wash Inc

 

 

 

 

 

 

 

1,402

 

StreetMasters Intermediate, Inc.

 

 

 

 

 

 

 

1,069

 

Total 1st Lien/Senior Secured Debt

 

$

 

26,439

 

 

$

 

27,838

 

1st Lien/Last-Out Unitranche

 

 

 

 

 

 

 

 

K2 Towers II, LLC

 

$

 

1,566

 

 

$

 

1,566

 

Octagon Towers LLC

 

 

 

194

 

 

 

 

194

 

Peppertree Towers LLC

 

 

 

1,218

 

 

 

 

1,218

 

Total 1st Lien/Last-Out Unitranche

 

$

 

2,978

 

 

$

 

2,978

 

2nd Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

Wine.com, LLC

 

$

 

480

 

 

$

 

480

 

Total 2nd Lien/Senior Secured Debt

 

$

 

480

 

 

$

 

480

 

Total

 

$

 

29,897

 

 

$

 

31,296

 

 

Contingencies

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

 

9. MEMBERS’ CAPITAL

Capital Drawdowns

The Company did not issue a capital drawdown for the three months ended March 31, 2025 and 2024.

Distributions

The table below reflects the distributions declared on the Company’s Units for the three months ended March 31, 2025 and 2024.

 

Date Declared

 

Record Date

 

Payment Date

 

Amount Per Unit

 

 

For the Three Months Ended March 31, 2025

 

 

 

 

 

 

February 26, 2025

 

April 2, 2025

 

May 2, 2025

 

$

0.59

 

 

For the Three Months Ended March 31, 2024

 

 

 

 

 

 

February 27, 2024

 

April 2, 2024

 

May 8, 2024

 

$

2.11

 

(1)

 

(1) $0.93 is considered a return of capital distribution.

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Table of Contents

10. EARNINGS (LOSS) PER UNIT

The following information sets forth the computation of basic and diluted earnings (loss) per Unit:

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

 

 

 

 

 

 

 

Net increase (decrease) in Members’ Capital from operations

 

$

7,059

 

 

$

6,513

 

Weighted average Units outstanding

 

 

14,884,897

 

 

 

10,687,877

 

Basic and diluted earnings (loss) per Unit

 

$

0.47

 

 

$

0.61

 

Diluted earnings (loss) per Unit equal basic earnings (loss) per Unit because there were no Unit equivalents outstanding during the period presented.

 

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Table of Contents

11. FINANCIAL HIGHLIGHTS

The table below presents the schedule of financial highlights of the Company:

 

 

 

For the Three Months Ended

 

 

March 31, 2025

 

 

March 31, 2024

 

 

Per Unit Data:(1)

 

 

 

 

 

 

 

NAV, beginning of period

 

$

23.49

 

 

$

37.92

 

 

Net investment income

 

 

0.74

 

 

 

1.13

 

 

Net realized and unrealized gains (losses)(2)

 

 

(0.26

)

 

 

(0.52

)

 

Net increase (decrease) in Members' Capital from operations(2)

 

 

0.48

 

 

 

0.61

 

 

Total increase (decrease) in Members' Capital

 

 

0.48

 

 

 

0.61

 

 

NAV, end of period

 

$

23.97

 

 

$

38.53

 

 

Units outstanding, end of period

 

 

14,884,897

 

 

 

10,687,877

 

 

Weighted average units outstanding

 

 

14,884,897

 

 

 

10,687,877

 

 

Total return based on NAV(3)

 

 

2.04

%

 

 

1.61

%

 

Supplemental Data/Ratio(4):

 

 

 

 

 

 

 

Members’ Capital, end of period

 

$

356,769

 

 

$

411,847

 

 

Ratio of expenses (without incentive fees and interest and other debt expenses) to average Members’ Capital

 

 

1.63

%

 

 

2.08

%

 

Ratio of interest and other debt expenses to average Members’ Capital

 

 

5.69

%

 

 

1.05

%

 

Ratio of incentive fees to average Members’ Capital

 

 

0.19

%

 

 

0.28

%

 

Ratio of total expenses to average Members’ Capital

 

 

7.51

%

 

 

3.41

%

 

Ratio of net investment income to average Members’ Capital

 

 

13.26

%

 

 

12.70

%

 

Portfolio turnover

 

 

5

%

 

 

1

%

 

 

 

(1)
The per Unit data was derived by using the weighted average Units outstanding during the applicable period, except for distributions recorded, which reflects the actual amount of distributions recorded per Unit for the applicable period.
(2)
The amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of the distribution.
(3)
Calculated as the change in NAV per Unit during the period plus dividends recorded per Unit, divided by the beginning NAV per Unit.
(4)
Annualized, except for, as applicable, unvested Incentive Fees.

 

 

12. The Merger and In-Kind Contribution

Merger with Silver Merger Sub LLC

On December 17, 2024, the Company completed its previously announced acquisition by Buyer, pursuant to the Merger Agreement, dated as of October 31, 2024, by and among the Company, the Buyer, and Merger Sub. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company surviving as a wholly owned subsidiary of the Buyer. The Company was the accounting survivor of the Merger.

In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding Unit, other than Units held by the Company or the Buyer or any of their respective consolidated subsidiaries, was automatically converted into the right to receive an amount in cash equal to $24.05 per Unit. In addition, 6,365,622 Units were issued to the Buyer in the Merger and 452 Units were issued to an additional investor at a price of $22.12 per Unit, or approximately $140,788 in the aggregate.

 

The Merger was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations—Related Issues.

 

In-Kind Contribution

 

At the effective time of the Merger, the Buyer contributed its wholly-owned subsidiary, Pantheon Silver, to the Company in exchange for 8,394,088 Units at a price of $24.05 per Unit. In addition, on December 17, 2024, following the effective time of the Merger and after giving effect to the contribution, Pantheon Silver merged with and into Goldman Sachs Private Middle Market Credit SPV II LLC, a wholly-owned subsidiary of the Company, with Goldman Sachs Private Middle Market Credit SPV II LLC surviving as a wholly-owned subsidiary of the Company.

 

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Table of Contents

The table below summarizes the assets and liabilities contributed as a result of the In-Kind Contribution as of December 31, 2024.

 

 

As of December 31, 2024

 

Proceeds from Units issued by the Company

$

201,886

 

Assets contributed:

 

 

Investments at fair value

$

363,205

 

Cash

 

60,544

 

Other assets

 

3,007

 

Total assets contributed

$

426,756

 

Liabilities contributed

 

 

Debt

$

216,526

 

Interest and other debt expenses

 

1,976

 

Accrued expenses and other liabilities(1)

 

6,368

 

Total Liabilities contributed

$

224,870

 

Net assets contributed

$

201,886

 

 

(1) Amount includes a payable for excess proceeds received in connection with In-Kind Contribution.

 

13. SUBSEQUENT EVENTS

Subsequent events after the date of the Consolidated Statements of Financial Condition have been evaluated through the date the consolidated financial statements were issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.

 

The Company filed an application for a new exemptive order from the SEC (the “New Relief”) that would supersede the Relief and permit the Company to co-invest with the Accounts, under a co-investment process that contains fewer conditions than the Relief. The New Relief requires the majority of the Company’s independent directors to make the conclusions outlined previously (see Note 3 “Significant Agreements and Related Party Transactions—Co-Investment Activity”) in connection with co-investment transactions in a more limited set of circumstances than the Relief, while requiring the Board to maintain oversight of the Company’s participation in the co-investment program. On April 25, 2025, the SEC issued a notice to the Company relating to the New Relief, pursuant to which the New Relief will be granted at the expiration of the notice period on May 20, 2025, unless the SEC orders a hearing.

 

The Company will pay a distribution equal to an amount up to the Company’s taxable earnings per Unit, including net investment income (if positive) for the period beginning April 1, 2025 through June 30, 2025, which will be payable on or about July 29, 2025 to Unitholders of record as of July 2, 2025.

 

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Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. On December 17, 2024, we completed our previously announced acquisition by the Buyer, pursuant to the Merger Agreement, by and among us, the Buyer, and Merger Sub. Pursuant to the Merger Agreement, Merger Sub was merged with us, with us surviving as a wholly owned subsidiary of the Buyer. In connection with the Merger, our name was changed to Silver Capital Holdings LLC. References to “we,” “us,” “our,” and the “Company,” mean Silver Capital Holdings LLC or Silver Capital Holdings LLC, together with its consolidated subsidiaries, as the context may require. The terms “GSAM,” “Goldman Sachs Asset Management,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “GS Group Inc.” refers to The Goldman Sachs Group, Inc. “GS & Co.” refers to Goldman Sachs & Co. LLC and its predecessors. The term “Goldman Sachs” refers to GS Group Inc., together with GS & Co., GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refer to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.

OVERVIEW

We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition, we have elected to be treated as a regulated investment company (“RIC”), and we expect to qualify annually for tax treatment as a RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2016. From our commencement of investment operations on July 1, 2016 through March 31, 2025, we originated approximately $2.34 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

“Unitranche” loans are first lien loans that may extend deeper in a borrower’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in such loan. In a number of instances, we may find another lender to provide the “first-out” portion of a unitranche loan while we retain the “last-out” portion of such loan, in which case, the “first-out” portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts due thereunder as compared to the “last-out” portion that we would continue to hold. In exchange for taking greater risk of loss, the “last-out” portion generally earns a higher interest rate than the “first-out” portion of the loan. We use the term “mezzanine” to refer to debt that ranks senior in right of payment only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company.

During our investment period, we sought to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. We define “credit obligations and related instruments” for this purpose as any fixed-income instrument, including loans to, and bonds and preferred stock of, portfolio companies and other instruments that provide exposure to such fixed-income instruments. “Middle market” is used to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”), excluding certain one-time and non-recurring items that are outside the operations of these companies. While, as a result of fluctuations in the net asset value (“NAV”) of one asset relative to other assets, private middle-market credit obligations and related instruments may represent less than 80% of our net assets (plus any borrowings for investment purposes) at any time, we could not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that were not private middle-market credit obligations and related instruments. To the extent we determined to invest indirectly in private middle-market credit obligations and related instruments, we would invest through certain synthetic instruments, including derivatives that had similar economic characteristics to private middle-market credit obligations. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our unitholders (the "Unitholders") at least 60 days prior to any change to the 80% investment policy described above.

We have also originated “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as us) to accelerate indebtedness or negotiate terms and pricing. In the event of default, covenant-lite loans may recover less value than traditional loans as the lender may not have an opportunity to negotiate with the borrower prior to such default.

 

We expect that at least 70% of our total assets will be invested, directly or indirectly, in middle-market companies domiciled in the United States. However, we may from time to time invest opportunistically in large U.S. companies, non-U.S. companies, stressed or distressed debt, structured products, private equity or other opportunities, subject to limits imposed by the Investment Company Act.

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While our investment program has been focused primarily on debt investments, our investments may include equity features, such as a direct investment in the equity or convertible securities of a portfolio company or warrants or options to buy a minority interest in a portfolio company. Any warrants we may receive with debt securities will generally require only a nominal cost to exercise, so as a portfolio company appreciates in value, we may achieve additional investment return from these equity investments. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In many cases, we may also obtain registration rights in connection with these equity investments, which may include demand and “piggyback” registration rights.

 

For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—Risks Relating to Competition—We operate in a highly competitive market for investment opportunities and Item 1. Business—Competitive Advantages” in our annual report on Form 10-K for the year ended December 31, 2024.

 

The Merger with Silver Merger Sub LLC and In-Kind Contribution

 

On December 17, 2024, we completed our previously announced acquisition by Pantheon Silver Holdings LLC, a Delaware limited liability company (“Buyer”), pursuant to the Agreement and Plan of Merger, dated October 31, 2024 (the “Merger Agreement”), by and among us, the Buyer, and Silver Merger Sub LLC, a wholly owned subsidiary of the Buyer (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub was merged with us, with us surviving as a wholly owned subsidiary of the Buyer (the “Merger”).

 

In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding common unit (a “Unit”), other than our Units held by us or the Buyer or any of their respective consolidated subsidiaries, was automatically converted into the right to receive an amount in cash equal to $24.05 per Unit. In addition, 6,365,622 Units were issued to the Buyer in the Merger, and 452 Units were issued to an additional investor, at a price of $22.12 per Unit.

 

In-Kind Contribution

At the effective time of the Merger, the Buyer contributed its wholly-owned subsidiary, Pantheon Silver LLC, a Delaware limited liability company (“Pantheon Silver”), to us in exchange for 8,394,088 Units at a price of $24.05 per Unit (the “In-Kind Contribution”). Also on December 17, 2024, following the effective time of the Merger and after giving effect to the In-Kind Contribution, Pantheon Silver merged with and into Goldman Sachs Private Middle Market Credit SPV II LLC, our wholly-owned subsidiary, with Goldman Sachs Private Middle Market Credit SPV II LLC surviving as our wholly-owned. For more information about the In-Kind Contribution, see Note 12 “The Merger and In-Kind Contribution” to our consolidated financial statements included in this report.

 

For more information about the Merger, see Note 12 “The Merger and In-Kind Contribution” to our consolidated financial statements included in this report.

 

KEY COMPONENTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

Revenues

We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other client accounts managed by our Investment Adviser (collectively with the Company, the “Accounts”), which other Accounts could receive their allocable portion of such fee. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

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Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.

Expenses

Our primary operating expenses include the payment of the management fee (the “Management Fee”) and the incentive fee (the “Incentive Fee”) to our Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. Pursuant to an investment advisory agreement with the Investment Adviser (the “Investment Advisory Agreement”), Company expenses borne by us in the ordinary course on an annual basis (excluding Management Fees, Incentive Fees, organizational and start-up expenses and leverage-related expenses (including among other things, participation related expenses)) will not exceed an amount equal to $4,250,000 (formerly 0.5% of the aggregate amount of commitments), provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. We bear all other expenses of our operations and transactions in accordance with our Investment Advisory Agreement and administration agreement (the “Administration Agreement”), including:

our operational and organizational expenses;
fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, evaluating, monitoring, researching and performing due diligence on investments and prospective investments;
interest, fees and other expenses payable on indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, if any, incurred by us;
fees and expenses incurred by us in connection with membership in investment company organizations;
brokers’ commissions;
fees and expenses associated with calculating our NAV (including expenses of any independent valuation firm);
legal, auditing or accounting expenses;
taxes or governmental fees;
the fees and expenses of our Administrator (as defined below), transfer agent and/or sub-transfer agent;
the cost of preparing unit certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of our Units;
the expenses of and fees for registering or qualifying our Units for sale and of maintaining our registration or qualifying and registering us as a broker or a dealer;
the fees and expenses of our directors who are not “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act) affiliated with our Investment Adviser;
the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by our limited liability company agreement or other organizational documents insofar as they govern agreements with any such custodian;
the cost of preparing and distributing reports, proxy statements and notices to our Unitholders, the SEC and other regulatory authorities;
insurance premiums; and
costs of holding Unitholder meetings; and
costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.

Our Investment Adviser will not be required to pay expenses of activities which are primarily intended to result in sales of our Units, including, but not limited to, all costs and expenses associated with the preparation and distribution of an offering memorandum, a subscription agreement, if applicable, a registration statement or an equity holder application form or any other offering or disclosure document required by applicable law.

 

We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

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Leverage

 

We may borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our Unitholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, equals at least 200% after such borrowing (or 150% if certain requirements are met). Our revolving credit facility with JPMorgan Chase Bank, National Association (the "JPM Revolving Credit Facility") was fully repaid on May 8, 2024 and was terminated effective May 31, 2024. As of March 31, 2025, there was $268.13 million in outstanding principal under the JPM Term Loan Facility (as defined below). As of March 31, 2025 and December 31, 2024, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 233% and 219%. The Small Business Credit Availability Act modified the applicable provisions of the Investment Company Act to reduce the required asset coverage ratio applicable to BDCs to 150%, subject to certain approval and disclosure requirements and, in the case of BDCs without common equity listed on a national securities exchange, such as us, an offer to repurchase shares held by the BDC’s shareholders as of the date the requisite approval is obtained. As a result, BDCs are able to increase their leverage capacity if stockholders approve a proposal to do so. If a BDC receives stockholder approval, it would be allowed to increase its leverage capacity on the first day after such approval. Alternatively, the legislation allows the majority of the directors who are not “interested persons,” as defined in the Investment Company Act, of the BDC to approve an increase in its leverage capacity, and such approval would become effective after one year. Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement. The amount of leverage that we employ will depend on the assessment by our Investment Adviser and our board of directors (the "Board of Directors" or the "Board") of market conditions and other factors at the time of any proposed borrowing.

 

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio (excluding investments in money market funds, if any) consisted of the following:

 

 

 

As of

 

 

March 31, 2025

 

 

December 31, 2024

 

 

Amortized
Cost

 

 

Fair
Value

 

 

Amortized
Cost

 

 

Fair
Value

 

 

 

 

($ in millions)

First Lien/Senior Secured Debt

 

$

381.32

 

 

$

333.57

 

 

$

474.88

 

 

$

419.99

 

 

First Lien/Last-Out Unitranche

 

 

153.93

 

 

 

152.33

 

 

 

144.13

 

 

 

142.22

 

 

Second Lien/Senior Secured Debt

 

 

20.82

 

 

 

18.90

 

 

 

20.47

 

 

 

16.94

 

 

Unsecured Debt

 

 

13.53

 

 

 

 

 

 

13.53

 

 

 

 

 

Preferred Stock

 

 

4.83

 

 

 

 

 

 

4.83

 

 

 

 

 

Common Stock

 

 

7.41

 

 

 

7.41

 

 

 

4.59

 

 

 

3.35

 

 

Warrants

 

 

1.23

 

 

 

 

 

 

1.23

 

 

 

 

 

Total investments

 

$

583.07

 

 

$

512.21

 

 

$

663.66

 

 

$

582.50

 

 

 

The weighted average yield of our portfolio by asset type (excluding investments in money market funds, if any), at amortized cost and fair value, was as follows:

 

 

 

As of

 

 

 

March 31, 2025

 

 

December 31, 2024

 

 

 

Amortized
Cost

 

 

Fair Value

 

 

Amortized
Cost

 

 

Fair Value

 

Weighted Average Yield(1)

 

 

 

 

 

 

 

 

 

 

 

 

First Lien/Senior Secured Debt(2)

 

 

8.7

%

 

 

10.2

%

 

 

10.0

%

 

 

21.5

%

First Lien/Last-Out Unitranche(2)(3)

 

 

12.0

 

 

 

13.0

 

 

 

12.0

 

 

 

13.0

 

Second Lien/Senior Secured Debt(2)

 

 

11.8

 

 

 

10.8

 

 

 

11.0

 

 

 

11.0

 

Unsecured Debt(2)

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock(4)

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock(4)

 

 

 

 

 

 

 

 

 

 

 

 

Warrants(4)

 

 

 

 

 

 

 

 

 

 

 

 

Total Portfolio

 

 

9.3

%

 

 

10.9

%

 

 

10.1

%

 

 

19.0

%

 

 

(1)
The weighted average yield of our portfolio does not represent the total return to our Unitholders.
(2)
Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual status and non-income producing investments) at amortized cost or fair value.
(3)
The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments.
(4)
Computed based on (a) the stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments on non-accrual status and non-income producing investments) at amortized cost or fair value.

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As of March 31, 2025, the total portfolio weighted average yield measured at amortized cost and fair value was 9.3% and 10.9%, as compared to 10.1% and 19.0% as of December 31, 2024. The decrease in total portfolio yield at fair value was primarily driven by the restructuring of Streamland Media Midco LLC. Within First Lien/Senior Secured Debt, the decrease in weighted average yield at cost and fair value was primarily driven by the restructuring of Streamland Media Midco LLC and the exit of SPay, Inc. (dba Stack Sports).

 

The table below presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):

 

 

 

As of

 

 

March 31,
2025

 

December 31,
2024

 

Number of portfolio companies

 

 

27

 

 

 

32

 

Percentage of performing debt bearing a floating rate(1)

 

 

100.0

%

 

 

100.0

%

Percentage of performing debt bearing a fixed rate(1)(2)

 

 

%

 

 

%

Weighted average leverage (net debt/EBITDA)(3)

 

4.6x

 

 

5.9x

 

Weighted average interest coverage(3)

 

2.1x

 

 

1.9x

 

Median EBITDA(3)

$

42.68 million

 

$

38.00 million

 

 

 

(1)
Measured on a fair value basis. Excludes investments, if any, placed on non-accrual status.
(2)
Includes income producing preferred stock investments, if applicable.
(3)
For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve-month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company and compare that amount to EBITDA. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of March 31, 2025 and December 31, 2024, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 22.1% and 20.1% of total debt investments at fair value.

 

Our Investment Adviser monitors on an ongoing basis the financial trends of each portfolio company to determine if it is meeting its respective business plan and to assess the appropriate course of action for each portfolio company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following: (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in Board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.

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As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account in certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:

Grade 1 investments involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;
Grade 2 investments involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;
Grade 3 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and
Grade 4 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

Our Investment Adviser grades the investments in our portfolio at least each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments with a grade of 3 or 4, our Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The table below shows the composition of our portfolio (excluding investments in money market funds, if any) on the 1 to 4 grading scale:

 

 

 

 

As of

 

 

 

March 31, 2025

 

 

December 31, 2024

 

Investment Performance Rating

 

Fair Value

 

 

Percentage of
Total

 

 

Fair Value

 

 

Percentage of
Total

 

 

 

(in millions)

 

 

(in millions)

 

Grade 1

 

$

 

 

 

%

 

$

 

 

 

%

Grade 2

 

 

475.52

 

 

 

92.8

 

 

 

502.37

 

 

 

86.2

 

Grade 3

 

 

11.38

 

 

 

2.2

 

 

 

51.70

 

 

 

8.9

 

Grade 4

 

 

25.31

 

 

 

5.0

 

 

 

28.43

 

 

 

4.9

 

Total Investments

 

$

512.21

 

 

 

100.0

%

 

$

582.50

 

 

 

100.0

%

 

The decrease in investments with a Grade 3 investment performance rating was driven by the exit of an investment with an aggregate fair value of $22.90 million and an investment with an aggregate fair value of $17.68 million being upgraded to a Grade 2 investment performance rating due to restructuring.

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The table below shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):

 

 

 

 

As of

 

 

 

March 31, 2025

 

 

December 31, 2024

 

 

 

Amortized
Cost

 

 

Percentage of
Total

 

 

Amortized
Cost

 

 

Percentage of
Total

 

 

 

(in millions)

 

 

(in millions)

 

Performing

 

$

494.01

 

 

 

84.7

%

 

$

574.60

 

 

 

86.6

%

Non-accrual

 

 

89.06

 

 

 

15.3

 

 

 

89.06

 

 

 

13.4

 

Total Investments

 

$

583.07

 

 

 

100.0

%

 

$

663.66

 

 

 

100.0

%

 

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current.

 

The table below shows our investment activity by investment type(1):

 

 

 

 

For the Three Months Ended

 

 

March 31,
2025

 

 

March 31,
2024

 

 

 

 

($ in millions)

Amount of investments committed at cost:

 

 

 

 

 

 

 

First Lien/Senior Secured Debt

 

$

4.74

 

 

$

2.05

 

 

Total

 

$

4.74

 

 

$

2.05

 

 

Proceeds from investments sold or repaid:

 

 

 

 

 

 

 

First Lien/Senior Secured Debt

 

$

71.29

 

 

$

0.63

 

 

First Lien/Last-Out Unitranche

 

 

0.11

 

 

 

0.04

 

 

Second Lien/Senior Secured Debt

 

 

 

 

 

24.87

 

 

Common Stock

 

 

 

 

 

2.50

 

 

Total

 

$

71.40

 

 

$

28.04

 

 

Net increase (decrease) in portfolio

 

$

(66.66

)

 

$

(25.99

)

 

Number of existing portfolio companies with new investment commitments

 

 

1

 

 

 

1

 

 

Total new investment commitment amount in existing portfolio companies

 

$

4.74

 

 

$

2.05

 

 

Weighted average remaining term for new investment commitments (in years)(2)

 

 

4.0

 

 

 

1.0

 

 

Percentage of new debt investment commitments at cost for floating interest rates

 

 

100.0

%

 

 

100.0

%

 

Percentage of new debt investment commitments at cost for fixed interest rates

 

 

0.0

%

 

 

0.0

%

 

Weighted average yield on new debt and income producing investment commitments(3)

 

 

12.6

%

 

 

8.6

%

 

Weighted average yield on new investment commitments(4)

 

 

12.6

%

 

 

8.6

%

 

Weighted average yield on debt and income producing investments sold or repaid(5)

 

 

13.4

%

 

 

14.4

%

 

Weighted average yield on investments sold or repaid(6)

 

 

13.4

%

 

 

13.1

%

 

 

 

(1)
New investment commitments are shown net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial closing. Figures for new investment commitments may also include positions originated during the period but not held at the reporting date. Figures for investments sold or repaid, excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.
(2)
Calculated as of the end of the relevant period and the maturity date of the individual investments.
(3)
Computed based on (a) the annual actual interest rate on new debt and income producing investment commitments, divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes investments that are on non-accrual status. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.
(4)
Computed based on (a) the annual actual interest rate on new investment commitments, divided by (b) the total new investment commitments (including investments on non-accrual status and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.
(5)
Computed based on (a) the annual actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are on non-accrual status.
(6)
Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual status and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments.

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Table of Contents

RESULTS OF OPERATIONS

 

Our operating results were as follows:

 

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

 

 

($ in millions)

 

Total investment income

 

$

18.10

 

 

$

16.37

 

Net expenses

 

 

7.04

 

 

 

4.33

 

Net investment income

 

 

11.06

 

 

 

12.04

 

Net realized gain (loss) on investments

 

 

(14.29

)

 

 

0.60

 

Net unrealized appreciation (depreciation) on investments

 

 

10.29

 

 

 

(6.73

)

Net realized and unrealized gain (losses) on forward contracts, translations and transactions

 

 

 

 

 

0.63

 

Income tax (provision) benefit, realized and unrealized gain/loss

 

 

 

 

 

(0.03

)

Net increase (decrease) in Members’ Capital from operations

 

$

7.06

 

 

$

6.51

 

 

Net increase (decrease) in members’ capital from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation in the investment portfolio.

 

Investment Income

 

Our investment income was as follows:

 

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

 

 

($ in millions)

 

Interest income

 

$

15.51

 

 

$

13.20

 

Payment-in-kind income

 

 

2.32

 

 

 

2.51

 

Dividend income

 

 

0.08

 

 

 

0.51

 

Other income

 

 

0.19

 

 

 

0.15

 

Total investment income

 

$

18.10

 

 

$

16.37

 

 

In the table above:

Interest income from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, increased from $13.20 million for the three months ended March 31, 2024 to $15.51 million for the three months ended March 31, 2025, primarily due to an increase in the size of our portfolio as a result of the In-Kind Contribution.

 

Expenses

 

Our expenses were as follows:

 

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

 

 

($ in millions)

 

Interest and other debt expenses

 

$

4.96

 

 

$

1.06

 

Management fees

 

 

0.88

 

 

 

1.53

 

Incentive fees

 

 

0.66

 

 

 

1.15

 

Professional fees

 

 

0.20

 

 

 

0.25

 

Directors’ fees

 

 

0.05

 

 

 

0.05

 

Other general and administrative expenses

 

 

0.29

 

 

 

0.29

 

Total expenses

 

$

7.04

 

 

$

4.33

 

 

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Table of Contents

In the table above:

Interest and other debt expenses increased from $1.06 million for the three months ended March 31, 2024 to $4.96 million for the three months ended March 31, 2025. The increase was primarily driven by the increase in weighted average daily borrowings from $43.39 million for the three months ended March 31, 2024 to $288.13 million for the three months ended March 31, 2025.
Management Fees decreased from $1.53 million for the three months ended March 31, 2024 to $0.88 million for the three months ended March 31, 2025. The decrease was primarily driven by the decrease in the Management fee rate from 1.50% to 1.00% post Merger.
Incentive Fees decreased from $1.15 million for the three months ended March 31, 2024 to $0.66 million for the three months ended March 31, 2025. The decrease was primarily driven by the decrease in the Incentive fee rate from 15.00% to 10.00% post Merger.

 

Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments

 

The realized gains and losses on fully exited and partially exited investments in portfolio companies consisted of the following:

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

 

 

(in millions)

 

Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B

 

$

 

 

$

0.53

 

Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units

 

 

 

 

 

0.07

 

Other, net(1)

 

 

 

 

 

 

Country Fresh Holding Company Inc.

 

 

(1.23

)

 

 

 

Streamland Media Midco LLC

 

 

(13.06

)

 

 

 

Net realized gain (loss)

 

$

(14.29

)

 

$

0.60

 

(1) Amount rounds to less than $0.01.

 

For the three months ended March 31, 2025, net realized losses were primarily driven by the restructuring of our first lien debt investment in Streamland Media Midco LLC, which resulted in realized loss of $13.06 million and the exit of our common stock investment in County Fresh Holding Company Inc., which resulted in a realized loss of $1.23 million.

 

For the three months ended March 31, 2024, net realized gains were primarily driven by the exit of our common stock positions in Collaborative Imaging Holdco, LLC.

Any changes in fair value are recorded as a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 “Significant Accounting Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments consisted of the following:

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

March 31,
2024

 

 

 

($ in millions)

 

Unrealized appreciation

 

$

15.96

 

 

$

1.98

 

Unrealized depreciation

 

 

(5.67

)

 

 

(8.71

)

Net change in unrealized appreciation (depreciation) on investments

 

$

10.29

 

 

$

(6.73

)

 

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Table of Contents

 

The net change in unrealized appreciation (depreciation) on investments consisted of the following:

 

 

 

For the Three
Months Ended
March 31, 2025

 

 

 

($ in millions)

 

Portfolio Company:

 

 

 

Streamland Media Midco LLC

 

$

10.26

 

SPay, Inc. (dba Stack Sports)

 

 

2.12

 

Chase Industries, Inc. (dba Senneca Holdings)

 

 

1.70

 

Country Fresh Holding Company Inc.

 

 

1.23

 

Doxim, Inc.

 

 

0.38

 

Other, net(1)

 

 

(0.03

)

Marquis Software Solutions Inc

 

 

(0.05

)

ITS Buyer Inc (dba ITS Logistics)

 

 

(0.05

)

Wine.com, LLC

 

 

(0.10

)

KBP BRANDS, LLC

 

 

(0.35

)

Lithium Technologies, Inc.

 

 

(4.82

)

Total

 

$

10.29

 

 

 

 

(1)
Includes gross unrealized appreciation of $0.26 million and gross unrealized depreciation of ($0.29) million.

 

 

Net change in unrealized appreciation (depreciation) in our investments for the three months ended March 31, 2025 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned restructuring of the first lien debt investments in Streamland Media Midco LLC and partially offset by the financial underperformance of Lithium Technologies, Inc.

 

 

 

For the Three
Months Ended
March 31, 2024

 

 

 

($ in millions)

 

Portfolio Company:

 

 

 

Acuity Specialty Products, Inc. (dba Zep Inc.)

 

$

0.61

 

Doxim, Inc.

 

 

0.44

 

Xactly Corporation

 

 

0.38

 

Chase Industries, Inc. (dba Senneca Holdings)

 

 

0.19

 

VRC Companies, LLC (dba Vital Records Control)

 

 

0.15

 

Other, net(1)

 

 

(0.34

)

Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B

 

 

(0.39

)

Diligent Corporation

 

 

(0.61

)

Lithium Technologies, Inc.

 

 

(1.01

)

SPay, Inc. (dba Stack Sports)

 

 

(1.26

)

Wine.com, Inc.

 

 

(4.89

)

Total

 

$

(6.73

)

 

 

(1)
Includes gross unrealized appreciation of $0.20 million and gross unrealized depreciation of $(0.54) million.


Net change in unrealized appreciation (depreciation) in our investments for the three months ended March 31, 2024 was primarily driven by the financial underperformance of Wine.com, Inc., SPay, Inc. (dba Stack Sports) and Lithium Technologies, Inc.

 

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

 

The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our Unitholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.

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Table of Contents

We expect to generate cash primarily from the net proceeds of any future offerings of securities, drawdowns of capital commitments, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our Unitholders, we may enter into credit facilities or issue other senior securities. We would expect that any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 200% after such borrowing (or 150% if certain requirements are met). See “—Key Components of Operations—Leverage.” The JPM Revolving Credit Facility was fully repaid on May 8, 2024 and was terminated effective May 31, 2024. As of March 31, 2025, there was $268.13 million in outstanding principal under the JPM Term Loan Facility. As of March 31, 2025 and December 31, 2024, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 233% and 219%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

 

We may enter into investment commitments through signed commitment letters that may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM’s proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.

We had aggregate capital commitments and undrawn capital commitments from investors as follows:

 

 

 

 

March 31, 2025

 

 

December 31, 2024

 

 

 

Capital
Commitments
($ in millions)

 

 

Unfunded
Capital
Commitments
($ in millions)

 

 

% of Capital
Commitments
Funded

 

 

Capital
Commitments
($ in millions)

 

 

Unfunded
Capital
Commitments
($ in millions)

 

 

% of Capital
Commitments
Funded

 

Units

 

$

162.88

 

 

$

19.09

 

 

 

88

%

 

$

162.88

 

 

$

19.09

 

 

 

88

%

 

 

We did not issue a capital drawdown for the three months ended March 31, 2025 and 2024.

 

Contractual Obligations

 

We have entered into certain contracts under which we have future commitments. Payments under the Investment Advisory Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of our average NAV and (2) an Incentive Fee based on investment performance. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company (the “Administrator”) has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our Administrator such fees as may be agreed between us and our Administrator that we determine are commercially reasonable in our sole discretion. Generally, either party may terminate the Investment Advisory Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party. The table below shows our contractual obligations as of March 31, 2025:

 

 

 

Payments Due by Period ($ in millions)

 

 

 

Total

 

 

Less Than
1 Year

 

 

1 – 3
Years

 

 

3 – 5
Years

 

 

More Than
5 Years

 

JPM Term Loan Facility

 

$

268.13

 

 

$

 

 

$

268.13

 

 

$

 

 

$

 

 

 

JPM Term Loan Facility

 

On December 17, 2024, we became party to and assumed all of Buyer’s obligations under the Loan and Security Agreement, dated as of October 25, 2024, among JPMorgan Chase Bank, National Association (“JPM”), Buyer, as the initial portfolio manager, and the lenders party thereto (the “JPM Term Loan Facility”), as amended by the Amendment No. 1 and Joinder to Loan and Security Agreement, dated as of December 17, 2024 (the “JPM Term Loan Facility Amendment”), including borrowings of approximately $293.13 million outstanding as of December 17, 2024 (after giving effect to the Merger Advance, as defined below). The JPM Term Loan Facility Amendment, among other things, (i) joined us, as the parent and portfolio manager (and released Buyer as the parent and portfolio manager), (ii) replaced Pantheon Silver LLC with Goldman Sachs Private Middle Market Credit SPV II LLC, our wholly-owned subsidiary (“SPV II”), as borrower, and (iii) joined State Street Bank and Trust Company, as collateral agent, securities intermediary and collateral administrator.

 

Pursuant to the JPM Term Loan Facility, the lenders agreed to extend credit to SPV II in an aggregate principal amount, as of December 17, 2024, of up to $340.0 million, subject to the satisfaction of various conditions, including availability under the borrowing base, which is based on loan collateral. In connection with the Merger, the lenders extended an aggregate principal amount of approximately $76.61 million (the “Merger Advance”) to finance a portion of the consideration payable our members in the Merger. All undrawn commitments expired upon the extension of the Merger Advance, and there are no unexercised accordion provisions. As of December 31, 2024, no further advances may be made under the JPM Term Loan Facility.

 

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Table of Contents

Advances under the JPM Term Loan Facility were made in U.S. dollars. The interest charged on the JPM Term Loan Facility is based on 3-month Term SOFR (or, if Term SOFR is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 0.50%), as applicable), plus an applicable margin of 2.40%. Any amounts outstanding under the JPM Term Loan Facility must be repaid by October 25, 2027.

 

SPV II’s obligations to the lenders under the JPM Term Loan Facility are secured by a first priority security interest in all of SPV II’s portfolio of investments and cash. The obligations of SPV II under the JPM Term Loan Facility are non-recourse to us, and our exposure under the JPM Term Loan Facility is limited to the value of our investment in SPV II, subject to certain indemnification obligations.

 

The JPM Term Loan Facility also includes customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Term Loan Facility contains customary events of default for similar financing transactions, including if a change of control of SPV II occurs or if we were no longer the portfolio manager of SPV II. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Term Loan Facility immediately due and payable. As of March 31, 2025, the Company and SPV II were in compliance with these covenants.

 

For further details, see Note 6 “Debt—JPM Term Loan Facility” to our consolidated financial statements included in this report.

 

JPM Revolving Credit Facility

 

On November 21, 2017, Goldman Sachs Private Middle Market Credit SPV LLC (“SPV”), our wholly-owned subsidiary, entered into the JPM Revolving Credit Facility. JPM served as administrative agent, State Street Bank and Trust Company served as collateral agent, collateral administrator, bank and securities intermediary and we served as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company also acted as our transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on numerous occasions between August 17, 2018 and May 10, 2023. Effective May 31, 2024, the JPM Revolving Credit Facility was terminated and SPV was released from its obligations to the lenders.

 

Borrowings under the JPM Revolving Credit Facility bore interest (at SPV's election) at a per annum rate equal to either (x) the three-month Term SOFR (or other listed offered rate, depending upon the currency of borrowing) in effect and, (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%; and, with respect to advances denominated in a currency other than USD, the annual rate of interest announced by JPM as being the reference rate then in effect for determining interest rates on commercial loans made in the applicable jurisdiction of such currency, in all cases, plus the applicable margin. The applicable margin was 3.50% per annum. SPV initially paid a commitment fee of 1.00% per annum (or 0.50% per annum during the first nine months from the date the JPM Revolving Credit Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM Revolving Credit Facility.

The JPM Revolving Credit Facility was a multicurrency facility. All amounts outstanding under the JPM Revolving Credit Facility were fully repaid on May 8, 2024 and the JPM Revolving Credit Facility was terminated effective May 31, 2024.

 

SPV’s obligations to the lenders under the JPM Revolving Credit Facility were secured by a first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility were non-recourse to us, and our exposure under the JPM Revolving Credit Facility was limited to the value of our investment in SPV.

In connection with the JPM Revolving Credit Facility, SPV made certain customary representations and warranties and was required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contained customary events of default for similar financing transactions, including if a change of control of SPV occurred or if we were no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may have declared the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.

 

For further details, see Note 6 “Debt—JPM Revolving Credit Facility” to our consolidated financial statements included in this report.

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Table of Contents

Off-Balance Sheet Arrangements

 

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of March 31, 2025, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:

 

 

 

As of

 

 

 

March 31,
2025

 

 

December 31,
2024

 

 

 

(in millions)

 

Unfunded Commitments

 

 

 

 

 

 

First Lien/Senior Secured Debt

 

$

26.44

 

 

$

27.84

 

First Lien/Last-Out Unitranche

 

 

2.98

 

 

 

2.98

 

Second Lien/Senior Secured Debt

 

 

0.48

 

 

 

0.48

 

Total

 

$

29.90

 

 

$

31.30

 

 

 

HEDGING

 

Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimed relief from CFTC registration and regulation as a commodity pool operator pursuant to CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.

 

Rule 18f-4 under the Investment Company Act includes limitations on the ability of a BDC (or a RIC) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions). Under the rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a “limited derivatives user” and these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.

 

For a description of our critical accounting policies, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Non-Accrual Investments, Distributions, and Income Taxes. We consider the most significant critical estimate to be the fair value measurement of investments. The critical accounting policies and estimates should be read in connection with our risk factors listed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024.

 

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Table of Contents

Fair Value Measurement of Investments

 

Consistent with GAAP and the Investment Company Act, we conduct a valuation of our investments, pursuant to which our NAV is determined. Our investments are valued on a quarterly basis, or more frequently if required under the Investment Company Act. The determination of fair value involves subjective judgments and estimates. The majority of investments are not quoted or traded in an active market and as such their fair values are determined using valuation techniques, primarily discounted cash flows, market multiples, and recent comparable transactions. The most significant inputs in applying the discounted cash flow approach and the market multiples approach are the selected discount rates and multiples, respectively. The selection of these inputs is based on a combination of factors that are specific to the underlying portfolio companies such as financial performance and certain factors that are observable in the market such as current interest rates and comparable public company trading multiples. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of these valuations and any change in these valuations on the consolidated financial statements. For further details of our investments and fair value measurement accounting policy, see Note 2 “Significant Accounting Policies—Investments” and Note 5 “Fair Value Measurement.”

RECENT DEVELOPMENTS

We filed an application for a new exemptive order from the SEC (the “New Relief”) that would supersede the Relief and permit us to co-invest with the Accounts, under a co-investment process that contains fewer conditions than the Relief. The New Relief requires the majority of our independent directors to make the conclusions outlined previously (see Note 3 “Significant Agreements and Related Party Transactions—Co-Investment Activity” in our consolidated financial statements included in this report) in connection with co-investment transactions in a more limited set of circumstances than the Relief, while requiring the Board to maintain oversight of our participation in the co-investment program. On April 25, 2025, the SEC issued a notice to us relating to the New Relief, pursuant to which the New Relief will be granted at the expiration of the notice period on May 20, 2025, unless the SEC orders a hearing.

 

We will pay a distribution equal to an amount up to our taxable earnings per Unit, including net investment income (if positive) for the period beginning April 1, 2025 through June 30, 2025, which will be payable on or about July 29, 2025 to Unitholders of record as of July 2, 2025.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

 

As of March 31, 2025 and December 31, 2024, on a fair value basis, approximately 0% and 0%, of our performing debt investments bore interest at a fixed rate (including income producing preferred stock investments), and approximately 100% and 100%, of our performing debt investments bore interest at a floating rate. Our borrowings under the JPM Revolving Credit Facility bore interest at a floating rate. Our borrowings under the JPM Term Loan Facility bear interest at a floating rate.

 

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.

Based on our March 31, 2025 Consolidated Statements of Financial Condition, the table below shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:

 

 

As of March 31, 2025
Basis Point Change

 

Interest
Income

 

 

Interest
Expense

 

 

Net
Income

 

($ in millions)

 

 

 

 

 

 

 

 

 

Up 300 basis points

 

$

12.01

 

 

$

(6.12

)

 

$

5.89

 

Up 200 basis points

 

 

8.01

 

 

 

(4.08

)

 

 

3.93

 

Up 100 basis points

 

 

4.00

 

 

 

(2.04

)

 

 

1.96

 

Up 75 basis points

 

 

3.00

 

 

 

(1.53

)

 

 

1.47

 

Up 50 basis points

 

 

2.00

 

 

 

(1.02

)

 

 

0.98

 

Up 25 basis points

 

 

1.00

 

 

 

(0.51

)

 

 

0.49

 

Down 25 basis points

 

 

(1.00

)

 

 

0.51

 

 

 

(0.49

)

Down 50 basis points

 

 

(2.00

)

 

 

1.02

 

 

 

(0.98

)

Down 75 basis points

 

 

(3.00

)

 

 

1.53

 

 

 

(1.47

)

Down 100 basis points

 

 

(4.00

)

 

 

2.04

 

 

 

(1.96

)

Down 200 basis points

 

 

(8.01

)

 

 

4.08

 

 

 

(3.93

)

Down 300 basis points

 

 

(12.01

)

 

 

6.12

 

 

 

(5.89

)

 

50


Table of Contents

We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options, swaps and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.


ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2025. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

 

ITEM 1A. RISK FACTORS.

 

An investment in our securities involves a high degree of risk. There have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 4, 2025. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS.

 

The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.

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Table of Contents

 

INDEX TO EXHIBITS

 

EXHIBIT NO.

 

EXHIBIT

 

 

 

3.1

 

Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-55660), filed on July 13, 2016).

 

 

 

3.2

 

Amendment to Certificate of Formation (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K (File No. 814-01215), filed on March 4, 2025).

 

 

 

3.3

 

Fourth Amended and Restated Limited Liability Company Agreement, dated December 17, 2024 (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K (File No. 814-01215), filed on March 4, 2025).

 

 

 

3.4

 

First Amendment to Fourth Amended and Restated Limited Liability Company Agreement, dated January 21, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 814- 01215), filed on January 24, 2025).

 

 

 

 

31.1*

 

Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2*

 

Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.3*

 

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1*

 

Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2*

 

Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.3*

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS*

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

 

 

 

104*

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

 

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Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

SILVER CAPITAL HOLDINGS LLC

 

 

 

 

Date: May 13, 2025

 

 

/s/ Alex Chi

 

 

 

Name: Alex Chi

 

 

 

Title: Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

 

 

 

 

 

 

 

Date: May 13, 2025

 

 

 

 

 

/s/ David Miller

 

 

 

 

 

 

Name: David Miller

 

 

 

 

 

 

Title: Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

 

 

 

 

 

 

 

Date: May 13, 2025

 

 

 

 

 

/s/ Stanley Matuszewski

 

 

 

 

 

 

Name: Stanley Matuszewski

 

 

 

 

 

 

Title: Chief Financial Officer and Treasurer (Principal Financial Officer)

 

 

53