UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the Quarterly Period ended
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| None | None | None |
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(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
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| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company | ||||
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The issuer had
MUZINICH BDC, INC.
Form 10-Q for the Quarter Ended March 31, 2025
TABLE OF CONTENTS
i
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Muzinich BDC, Inc.
Consolidated Statements of Assets and Liabilities
| As of March 31, 2025 | As of December 31, | |||||||
| (Unaudited) | 2024 | |||||||
| Assets: | ||||||||
| Non-controlled/non-affiliated investments, at fair value (amortized cost of $ | $ | $ | | |||||
| Affiliated investments, at fair value (amortized cost of $ | ||||||||
| Cash and cash equivalents | ||||||||
| Receivables: | ||||||||
| Interest and other | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities: | ||||||||
| Credit facility (Note 9) | ||||||||
| Management fee payable | ||||||||
| Distributions payable | ||||||||
| Professional fees payable | ||||||||
| Accrued other general and administrative expenses | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and Contingencies (Note 5) | ||||||||
| Net Assets: | ||||||||
| Preferred Shares, $ 2025 and December 31, 2024 | $ | $ | ||||||
| Common Shares, $ 2025 and December 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Total distributable (accumulated) earnings (losses) | ( | ) | ( | ) | ||||
| Total Net Assets | $ | $ | ||||||
| Total Liabilities and Net Assets | $ | $ | ||||||
| Net Asset Value Per Share | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
1
Muzinich BDC, Inc.
Consolidated Statements of Operations
| For the three months ended March 31, 2025 (Unaudited) | For the three months ended March 31, 2024 (Unaudited) | |||||||
| Investment Income | ||||||||
| Investment income from non-controlled/non-affiliated investments and cash equivalents: | ||||||||
| Interest income | $ | $ | ||||||
| Total investment income from non-controlled/non-affiliated investments and cash equivalents: | ||||||||
| Investment income from affiliated investments and cash equivalents: | ||||||||
| Interest income | ||||||||
| Total investment income from affiliated investments and cash equivalents: | ||||||||
| Total Investment Income | ||||||||
| Expenses: | ||||||||
| Management fee | ||||||||
| Professional fees | ||||||||
| Directors’ fees and expenses | ||||||||
| Interest expense | ||||||||
| Other general and administrative expenses | ||||||||
| Total Expenses | ||||||||
| Net Investment Income | ||||||||
| Net Realized gains/(losses) and unrealized appreciation/(depreciation) on investments | ||||||||
| Net realized gains (losses): | ||||||||
| Non-controlled/non-affiliated investments | ||||||||
| Affiliated investments | ||||||||
| Total net realized gains/(losses) | ||||||||
| Net change in unrealized appreciation/(depreciation): | ||||||||
| Non-controlled/non-affiliated investments | ( | ) | ||||||
| Affiliated investments | ( | ) | ( | ) | ||||
| Total net change in unrealized appreciation/(depreciation) | ( | ) | ||||||
| Total net realized gains/(losses) and unrealized appreciation/(depreciation) on investments | ( | ) | ||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | $ | $ | ||||||
| Basic and diluted net investment income (loss) per common share | $ | $ | ||||||
| Basic and diluted net increase (decrease) in net assets resulting from operations per common share | $ | $ | ||||||
| Weighted Average Common Shares Outstanding - Basic and Diluted (See Note 10) | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
Muzinich BDC, Inc.
Consolidated Statements of Changes in Net Assets
| For the three months ended March 31, 2025 (Unaudited) | For the three months ended March 31, 2024 (Unaudited) | |||||||
| Increase (Decrease) in Net Assets Resulting from Operations: | ||||||||
| Net investment income | $ | | $ | | ||||
| Total net realized gains/(losses) | ||||||||
| Total net change in unrealized appreciation/(depreciation) | ( | ) | ||||||
| Net Increase in Net Assets Resulting from Operations | ||||||||
| Decrease in Net Assets Resulting from Stockholder Distributions | ||||||||
| Dividends and distributions to stockholders | ( | ) | ||||||
| Net Decrease in Net Assets Resulting from Stockholder Distributions | ( | ) | ||||||
| Increase in Net Assets Resulting from Capital Share Transactions | ||||||||
| Issuance of common shares | ||||||||
| Net Increase in Net Assets Resulting from Capital Share Transactions | ||||||||
| Total Increase/(Decrease) in Net Assets | ||||||||
| Net Assets, Beginning of period | ||||||||
| Net Assets, End of period | $ | $ | ||||||
| Net asset value per share | $ | $ | ||||||
| Common shares outstanding at the end of the period | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
Muzinich BDC, Inc.
Consolidated Statements of Cash Flows
| For the three months ended March 31, 2025 (Unaudited) | For the three months ended March 31, 2024 (Unaudited) | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net increase (decrease) in net assets resulting from operations | $ | | $ | | ||||
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | ||||||||
| Net change in unrealized (appreciation)/depreciation on investments | ( | ) | ||||||
| Net realized (gains)/losses on investments | ||||||||
| Net amortization of premium (accretion of discount) | ( | ) | ( | ) | ||||
| Purchases and drawdowns of investments | ( | ) | ( | ) | ||||
| Sales and maturities of and principal paydowns on investments | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Receivables - Interest and other | ||||||||
| Management fee payable | ||||||||
| Professional fees payable | ( | ) | ( | ) | ||||
| Accrued other general and administrative expenses | ||||||||
| Net cash provided by (used in) operating activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Borrowings on credit facility | ||||||||
| Payments on credit facility | ( | ) | ( | ) | ||||
| Distributions (Net of change in Distributions payable) | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental Information | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Muzinich BDC, Inc.
Consolidated Schedule of Investments
As of March 31, 2025 (Unaudited)
| Portfolio Company | Industry | Spread Above Index | Floor | Interest Rate/Discount Rate | Paid in Kind Interest Rate | Acquisition Dates | Maturity/ | Principal Units | Amortized cost (1) | Fair Value (2) | Percentage Assets | |||||||||||||||||||||||||||
| Non-Controlled/Non-Affiliated Investments | ||||||||||||||||||||||||||||||||||||||
| Senior Secured Loan Debt Investments | ||||||||||||||||||||||||||||||||||||||
| 3RC Blue Chip Group Holdings 2nd Lien Term Loan (3,4) | Packaged Foods & Meats | USD + 9.87% | % | % | $ | $ | % | |||||||||||||||||||||||||||||||
| 3RC Blue Chip Group Holdings 2nd Lien Term Loan (3,4) | Packaged Foods & Meats | USD + 9.87% | % | % | % | |||||||||||||||||||||||||||||||||
| AGS Automotive Solutions 2nd Lien Term Loan (3,4) | Automotive | % | % | % | ||||||||||||||||||||||||||||||||||
| Aqua Leisure Recreational Term Loan B (3,4) | Leisure Products | % | % | % | ||||||||||||||||||||||||||||||||||
| TEAM NexBelt Investors, LLC Term Loan (3,4) | Apparel, Accessories & Luxury Goods | USD + 6.00% | % | % | % | |||||||||||||||||||||||||||||||||
| Macrosoft Inc. Term Loan (3,4) | IT Consulting | USD + 7.25% | % | % | % | |||||||||||||||||||||||||||||||||
| Sayres and Associates (Vikings35) 2nd Lien Term Loan A (3,4) | Diversified Support Services | USD + 8.50% | % | % | % | |||||||||||||||||||||||||||||||||
| AGS Automotive Solutions Delayed Draw Term Loan (3,4) | Automotive | % | % | % | ||||||||||||||||||||||||||||||||||
| Montbleau Holdings, LLC Term Loan B (3,4) | Commercial Building Products | USD + 5.00% | % | % | % | % | ||||||||||||||||||||||||||||||||
| Montbleau Holdings Term Loan C (3,4) | Commercial Building Products | USD + 5.00% | % | % | % | % | ||||||||||||||||||||||||||||||||
| Total Senior Secured Loan Debt Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Equity Investments - Common Stock | ||||||||||||||||||||||||||||||||||||||
| 3RC Blue Chip Group Holdings Invesco LLC | Packaged Foods & Meats | $ | $ | % | ||||||||||||||||||||||||||||||||||
| AGS Automotive Solutions Holdings - C/S A-1 | Automotive | % | ||||||||||||||||||||||||||||||||||||
| AGS Automotive Solutions Holdings - C/S A-2 | Automotive | % | ||||||||||||||||||||||||||||||||||||
| Macrosoft Inc. | IT Consulting | % | ||||||||||||||||||||||||||||||||||||
| Montbleau Holdings, LLC | Commercial Building Products | % | ||||||||||||||||||||||||||||||||||||
| TEAM NexBelt Investors, LLC Class A Units | Apparel, Accessories & Luxury Goods | % | ||||||||||||||||||||||||||||||||||||
| Total Equity Investments - Common Stock | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Equity Investments - Preferred Stock | ||||||||||||||||||||||||||||||||||||||
| 3RC Blue Chip Group Holdings Invesco LLC | Packaged Foods & Meats | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Aqua Leisure Recreational Preferred Stock | Leisure Products | % | % | |||||||||||||||||||||||||||||||||||
| Sayres and Associates (Vikings35) Preferred Stock - Class A | Diversified Support Services | % | % | |||||||||||||||||||||||||||||||||||
| Total Equity Investments - Preferred Stock | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Total Equity Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Short-Term Investments | ||||||||||||||||||||||||||||||||||||||
| United States Treasury Bill (5,6) | N/A | % | $ | $ | % | |||||||||||||||||||||||||||||||||
| Total Short-Term Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Total Non-Controlled/Non-Affiliated Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Affiliated Investments (7) | ||||||||||||||||||||||||||||||||||||||
| Senior Secured Loan Debt Investments | ||||||||||||||||||||||||||||||||||||||
| Midwest Trading Group Acquisition, LLC Term Loan | Computer & Electronics Retail | % | % | % | $ | % | ||||||||||||||||||||||||||||||||
| Diamond Blade Warehouse Term Loan | Industrial Machinery | % | % | % | ||||||||||||||||||||||||||||||||||
| Quest Bidco (GoApe) LLC Term Loan (3,4) | Leisure Facilities | % | % | % | % | |||||||||||||||||||||||||||||||||
| Quest Bidco LLC Term Loan (3,4) | Leisure Facilities | % | % | % | ||||||||||||||||||||||||||||||||||
| Total Senior Secured Loan Debt Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Equity Investments - Common Stock | ||||||||||||||||||||||||||||||||||||||
| Midwest Trading Group Acquisition, LLC Class A-1 | Computer & Electronics Retail | % | $ | $ | % | |||||||||||||||||||||||||||||||||
| Midwest Trading Group Acquisition, LLC Class A-3 | Computer & Electronics Retail | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Midwest Trading Group Acquisition, LLC Class C | Computer & Electronics Retail | $ | $ | % | ||||||||||||||||||||||||||||||||||
| QUEST JVCO LIMITED - Class A | Leisure Facilities | % | ||||||||||||||||||||||||||||||||||||
| QUEST JVCO LIMITED - Loan Notes | Leisure Facilities | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Total Equity Investments - Common Stock | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Equity Investments - Preferred Stock | ||||||||||||||||||||||||||||||||||||||
| Diamond Blade Warehouse Preferred Stock - Class A | Industrial Machinery | % | % | |||||||||||||||||||||||||||||||||||
| Total Equity Investments - Preferred Stock | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Total Equity Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Total Affiliated Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Total Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Liabilities in Excess of Other Assets | ( | ) | ( | )% | ||||||||||||||||||||||||||||||||||
| Net assets | $ | % | ||||||||||||||||||||||||||||||||||||
SOFR - Secured Overnight Interest Rate.
| (1) |
5
| (2) |
| (3) |
| (4) |
| (5) |
| (6) |
| (7) |
The accompanying notes are an integral part of these consolidated financial statements.
6
Muzinich BDC, Inc.
Schedule of Investments
As of December 31, 2024
| Portfolio Company | Industry | Spread Above Index | Floor | Interest Rate/Discount Rate | Paid in Kind Interest Rate | Acquisition Dates | Maturity/ | Principal Units | Amortized cost (1) | Fair Value (2) | Percentage Assets | |||||||||||||||||||||||||||
| Non-Controlled/Non-Affiliated Investments | ||||||||||||||||||||||||||||||||||||||
| Senior Secured Loan Debt Investments | ||||||||||||||||||||||||||||||||||||||
| 3RC Blue Chip Group Holdings 2nd Lien Term Loan (3,4) | Packaged Foods & Meats | USD + 9.87% | % | % | % | $ | $ | % | ||||||||||||||||||||||||||||||
| 3RC Blue Chip Group Holdings 2nd Lien Term Loan (3,4) | Packaged Foods & Meats | USD + 9.87% | % | % | % | % | ||||||||||||||||||||||||||||||||
| AGS Automotive Solutions 2nd Lien Term Loan (3,4) | Automotive | % | % | |||||||||||||||||||||||||||||||||||
| Aqua Leisure Recreational Term Loan B (3,4) | Leisure Products | % | % | % | ||||||||||||||||||||||||||||||||||
| TEAM NexBelt Investors, LLC Term Loan (3,4) | Apparel, Accessories & Luxury Goods | USD + 6.00% | % | % | % | |||||||||||||||||||||||||||||||||
| Macrosoft, Inc. Term Loan (3,4) | IT Consulting | USD + 7.25% | % | % | % | |||||||||||||||||||||||||||||||||
| Sayres and Associates (Vikings35) 2nd Lien Term Loan A (3,4) | Diversified Support Services | USD + 8.50% | % | % | % | |||||||||||||||||||||||||||||||||
| AGS Automotive Solutions Delayed Draw Term Loan (3,4) | Automotive | % | % | |||||||||||||||||||||||||||||||||||
| Montbleau Holdings, LLC Term Loan B (3,4) | Commercial Building Products | USD + 5.00% | % | % | % | % | ||||||||||||||||||||||||||||||||
| Montbleau Holdings Term Loan C (3,4) | Commercial Building Products | USD + 5.00% | % | % | % | % | ||||||||||||||||||||||||||||||||
| Total Senior Secured Loan Debt Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Equity Investments - Common Stock | ||||||||||||||||||||||||||||||||||||||
| 3RC Blue Chip Group Holdings Invesco LLC | Packaged Foods & Meats | $ | $ | % | ||||||||||||||||||||||||||||||||||
| AGS Automotive Solutions Holdings - C/S A-1 | Automotive | % | ||||||||||||||||||||||||||||||||||||
| AGS Automotive Solutions Holdings - C/S A-2 | Automotive | % | ||||||||||||||||||||||||||||||||||||
| Macrosoft, Inc. | IT Consulting | % | ||||||||||||||||||||||||||||||||||||
| Montbleau Holdings, LLC | Commercial Building Products | % | ||||||||||||||||||||||||||||||||||||
| TEAM NexBelt Investors, LLC Class A Units | Apparel, Accessories & Luxury Goods | % | ||||||||||||||||||||||||||||||||||||
| Total Equity Investments - Common Stock | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Equity Investments - Preferred Stock | ||||||||||||||||||||||||||||||||||||||
| 3RC Blue Chip Group Holdings Invesco LLC | Packaged Foods & Meats | $ | $ | % | ||||||||||||||||||||||||||||||||||
| MPC Consolidation Preferred Stock - Class A | Health Care Equipment & Supplies | % | % | |||||||||||||||||||||||||||||||||||
| Aqua Leisure Recreational Preferred Stock | Leisure Products | % | % | |||||||||||||||||||||||||||||||||||
| Sayres and Associates (Vikings35) Preferred Stock - Class A | Diversified Support Services | % | % | |||||||||||||||||||||||||||||||||||
| Total Equity Investments - Preferred Stock | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Total Equity Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Short-Term Investments | ||||||||||||||||||||||||||||||||||||||
| United States Treasury Bill (5,6) | N/A | % | $ | $ | % | |||||||||||||||||||||||||||||||||
| Total Short-Term Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Total Non-Controlled/Non-Affiliated Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Affiliated Investments (7) | ||||||||||||||||||||||||||||||||||||||
| Senior Secured Loan Debt Investments | ||||||||||||||||||||||||||||||||||||||
| Midwest Trading Group Acquisition, LLC Term Loan | Computer & Electronics Retail | USD + 8.75% | % | % | % | $ | % | |||||||||||||||||||||||||||||||
| Diamond Blade Warehouse Term Loan | Industrial Machinery | % | % | % | ||||||||||||||||||||||||||||||||||
| Quest Bidco (GoApe) LLC Term Loan (3,4) | Leisure Facilities | USD + 9.00% | % | % | % | % | ||||||||||||||||||||||||||||||||
| Quest Bidco LLC Term Loan (3,4) | Leisure Facilities | % | % | % | ||||||||||||||||||||||||||||||||||
| Total Senior Secured Loan Debt Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Equity Investments - Common Stock | ||||||||||||||||||||||||||||||||||||||
| Midwest Trading Group Acquisition, LLC Class A-1 | Computer & Electronics Retail | % | $ | $ | % | |||||||||||||||||||||||||||||||||
| Midwest Trading Group Acquisition, LLC Class A-3 | Computer & Electronics Retail | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Midwest Trading Group Acquisition, LLC Class C | Computer & Electronics Retail | $ | $ | % | ||||||||||||||||||||||||||||||||||
| QUEST JVCO LIMITED - Class A | Leisure Facilities | % | ||||||||||||||||||||||||||||||||||||
| QUEST JVCO LIMITED - Loan Notes | Leisure Facilities | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Total Equity Investments - Common Stock | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Equity Investments - Preferred Stock | ||||||||||||||||||||||||||||||||||||||
| Diamond Blade Warehouse Preferred Stock - Class A | Industrial Machinery | % | % | |||||||||||||||||||||||||||||||||||
| Total Equity Investments - Preferred Stock | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Total Equity Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Total Affiliated Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Total Investments | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Liabilities in Excess of Other Assets | ( | ) | ( | )% | ||||||||||||||||||||||||||||||||||
| Net assets | $ | % | ||||||||||||||||||||||||||||||||||||
SOFR - Secured Overnight Interest Rate.
| (1) | The amortized cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, as applicable, on debt investments using the effective interest method. |
7
| (2) | Unless otherwise noted, significant unobservable inputs were used to determine fair value, and investments are considered Level 3 securities (Note 7). |
| (3) |
| (4) | Bank loans generally pay interest at rates which are periodically determined by reference to a base lending rate plus a premium. All loans carry a variable rate of interest. These base lending rates are generally (i) the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered by one or more European banks such as the SOFR or (iii) the Certificate of Deposit rate. Bank loans, while exempt from registration, under the Securities Act of 1933, contain certain restrictions on resale and cannot be sold publicly. Floating rate bank loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. |
| (5) | These positions were held as collateral as part of a credit facility agreement. Please see Note 9 for further details. |
| (6) | Represents securities categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy (Note 7). |
| (7) | As defined in the 1940 Act, the Company is deemed to be an “affiliate person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company’s voting securities (Note 4). |
The accompanying notes are an integral part of these consolidated financial statements.
8
Muzinich BDC, Inc.
Notes to Consolidated Financial Statements (Unaudited)
1. Organization
Muzinich BDC, Inc. (the “Company,” “we,” “our,” or “us”) is a Delaware corporation formed on May 29, 2019. The Company is structured as an externally managed, non-diversified, 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 “1940 Act”). The Company was formed primarily to generate current income and, to a lesser extent, capital appreciation through investments in secured debt, including first lien, second lien and unitranche debt, as well as unsecured debt, including mezzanine debt and, to a lesser extent, in equity instruments of private companies.
The Company’s investment activities are managed by Muzinich BDC Adviser, LLC (the “Adviser”), an investment adviser registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the investments and monitoring the investments and portfolio companies of the Company on an ongoing basis. Subject to the supervision of the Company’s board of directors (the “Board” or the “Board of Directors”), the Adviser manages the Company’s day-to-day operations and provides the Company with investment advisory and management services and certain administrative services.
The Company has entered into separate subscription agreements with a number of investors providing for the private placement of the Company’s common stock pursuant to one or more closings in respect of private offerings (“Private Offerings”). At each closing in respect of any Private Offering, each investor makes a capital commitment to purchase shares of common stock pursuant to a subscription agreement with the Company. Investors are required to fund drawdowns to purchase shares of the Company’s common stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of ten business days’ prior notice to the investors.
The commitment period of the Company (the “Commitment Period”) was scheduled to last for three years from the date of the Company’s first closing in respect of a Private Offering (the “Initial Closing”), which occurred on August 23, 2019 (the “Initial Closing Date”), subject to the Board of Directors’ right to extend the Commitment Period for up to one additional year in its discretion. On August 9, 2022, the Board of Directors approved the extension of the Commitment Period by one year, to August 23, 2023. The Company’s first drawdown was due on September 25, 2019, and the Commitment Period terminated on August 23, 2023, in accordance with the Board of Directors’ approval. Following the expiration of the Commitment Period, investors are released from any further obligation to fund drawdowns, except to the extent necessary to (i) pay the Company’s expenses, including management fee, any amounts that may become due under any borrowings or other financings or similar obligations and any other liabilities, contingent or otherwise, in each case to the extent they relate to the Commitment Period, (ii) complete investments in any transactions for which there are binding written agreements as of the end of the Commitment Period (including investments that are funded in phases), (iii) fund follow-on investments made in existing portfolio companies, (iv) seek to maintain or protect the value of, or cover expenses related to, investments (including, without limitation, through currency hedging transactions), (v) fund obligations under any of guarantees or indemnities made by the Company during the Commitment Period and/or (vi) fund any defaulted commitments. Proceeds realized by the Company from the sale or repayment of any investment (as opposed to investment income) during the Commitment Period (but not in excess of the cost of any such investment) may be retained and reinvested by the Company, provided that such additional amounts reinvested will not, in the aggregate, exceed the Company’s total capital commitments. Any amounts so reinvested will not reduce a stockholder’s unfunded capital commitments.
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The Company will terminate on the fifth anniversary of the termination of the Commitment Period, subject to (i) the Adviser’s determination to extend the Company’s life for a maximum of two consecutive one-year periods or (ii) the Adviser’s determination to terminate the Company upon full realization of the Company’s portfolio or if market opportunities are inadequate to support the Company’s ongoing operation.
In December 2023, the Company established a wholly owned subsidiary named Muzinich BDC Holdings LLC (the “Subsidiary”). The Subsidiary holds equity or equity-like investments in partnerships. All intercompany balances are eliminated in consolidation, and the Company is consolidated with the Subsidiary for accounting purposes, but the Subsidiary is not consolidated with the Company for U.S. federal income tax purposes and may incur U.S. federal income tax expense as a result.
Fiscal Year End
The Company’s fiscal year ends on December 31.
2. Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC Topic 946”).
Basis of Consolidation
Under Article 6 of Regulation S-X and the American
Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting Guide for Investment Companies, the Company
is precluded from consolidating any entity other than another investment company, a controlled operating company that provides substantially
all of its services and benefits to the Company, and certain entities established for tax purposes where the Company holds a
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Use of Estimates
U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reported periods. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of March 31, 2025 and December 31, 2024; however, macroeconomic, geopolitical and other events may have an impact on the global economy generally, and the Company’s business in particular, making any estimates and assumptions as of March 31, 2025 and December 31, 2024 inherently less certain than they would be absent the current and potential impacts of such circumstances. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.
Cash and Cash Equivalents
Cash and cash equivalents are defined as cash, money market funds, U.S. government securities and investment grade debt instruments with original maturities of three months or less when purchased by the Company. The Company deposits its cash and cash equivalents with financial institutions, including pursuant to its custody agreement with U.S. Bank National Association, in amounts that, at times, may exceed the Federal Deposit Insurance Corporation insured limit.
Principal Paydowns
The Company may receive principal repayments on its debt investments (“Paydowns”). Any unsettled Paydowns as of period-end are reflected in the Consolidated Statements of Assets and Liabilities, and any realized gains or losses incurred from such Paydowns are reflected as interest income in the Consolidated Statements of Operations.
Offering Costs
Offering costs are recorded as a reduction to paid-in capital. For the three months ended March 31, 2025, and 2024, the Company did not incur further offering costs.
Company Common Stock Share Valuation
In accordance with U.S. GAAP, the net asset value (“NAV”) per share of the outstanding shares of common stock of the Company is determined at least quarterly by dividing the value of total assets minus liabilities by the total number of shares outstanding.
Valuation of Portfolio Securities
As a BDC, the Company generally invests in illiquid securities, including debt and equity investments of middle-market companies. Under procedures adopted by the Board of Directors, market quotations are generally used to assess the value of the investments for which such market quotations are readily available. Short-term investments that have maturities of less than 60 days at the time of purchase are valued at amortized cost, which, when combined with any accrued interest, approximates market value.
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The Company expects that there will not be readily available market values for many of the investments which are or will be in its portfolio, and such investments will be valued at fair value as determined in good faith by the Adviser, under the oversight of the Board, pursuant to the Company’s valuation policy and process as described below. The factors that the Adviser may take into account in determining the fair value of the Company’s investments generally include, as appropriate, comparisons of financial ratios of the portfolio companies that issued such private equity securities to peer companies that are public, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Adviser considers the pricing indicated by the external event to corroborate or revise the valuation. Under current auditing standards, the notes to the Company’s consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the consolidated financial statements.
With respect to investments for which market quotations are not readily available, the Adviser determines the fair value of such investments in good faith. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser to perform the fair valuation determinations of the Company’s investments for which market quotations are not readily available, subject to Board oversight. The Adviser makes this determination pursuant to valuation procedures approved by the Board of Directors, which include a multi-step valuation process completed each quarter (or more frequently, as appropriate), as described below:
| (1) | Each portfolio company or investment is initially valued by the investment professionals of the Adviser responsible for the portfolio investment and the “Portfolio Committee” of the Adviser; |
| (2) | Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and that of the Adviser; |
| (3) | At least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm; |
| (4) | In following these approaches, the types of factors that are taken into account in determining the fair value of such investments include, as relevant, but are not limited to: comparison to publicly traded securities, including such factors as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flow; and the markets in which the portfolio company does business; |
| (5) | The Audit Committee of the Board of Directors reviews the valuations of the Adviser on a quarterly basis; and |
| (6) | The Board of Directors oversees the Company’s valuation process and in support of this oversight, the Adviser provides periodic reports to the Board on valuation matters. |
The Adviser may also engage one or more independent valuation firms to assist in the valuation of the Company’s securities.
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Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Interest and Dividend Income Recognition
Interest income is recorded on an accrual basis and includes amortization of premiums or accretion of discounts. Discounts and premiums to par value on securities purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of premiums or accretion of discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Loans on non-accrual status are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the 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 securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Payment-in-Kind Interest
The Company currently holds, and may hold in the future, certain investments in its portfolio that contain payment-in-kind, or “PIK,” interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment. PIK interest, which is a non-cash source of income, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to shareholders to maintain its qualification as a regulated investment company (“RIC”) for U.S. federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the investment on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies. These fees will generally only be available to the Company as a result of closing investments, will normally be paid at the closing of the investment, are expected to be non-recurring and will be recognized as revenue when earned upon closing of the investment. The services provided vary by investment, but can include closing work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies. In addition, the Company may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly consulting and performance-based fees.
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Deal Origination Costs
The Company records origination and other expenses related to its investments as deferred financing costs. These expenses are deferred and amortized over the life of the related investment. Deal origination costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the investment. In circumstances in which there is not an associated investment amount recorded in the consolidated financial statements when the deal origination costs are incurred, such deal origination costs will be reported on the Consolidated Statements of Assets and Liabilities as a liability until the investment is recorded.
Distributions to Stockholders
Distributions to stockholders are recorded on the record date. The amount to be distributed is determined by the Board of Directors and is generally based upon current and estimated net earnings. Net realized long-term capital gains, if any, would be generally distributed at least annually, although the Company may decide to retain such capital gains for investment.
Foreign Security and Currency Translations
Foreign security 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.
Recently Issued and Adopted Accounting Pronouncements
The Company considers the applicability and impact of all accounting standard updates (“ASUs”) issued by the FASB. ASUs not further discussed below were assessed by the Company and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances disclosure requirements about significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”). ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by Topic 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim periods beginning with the first quarter ended March 31, 2025. Early adoption is permitted and retrospective adoption is required for all prior periods presented. An operating segment is defined as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s CODM to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available.
The Company operates under
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which updates annual income tax disclosure requirements related to rate reconciliation, income taxes paid and other disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU No. 2023-09 on its consolidated annual financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, in each relevant expense caption. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption and retrospective application is permitted. The Company is currently assessing the impact of this guidance; however, the Company does not expect a material impact on its consolidated financial statements.
3. Income Taxes
Taxation as a Regulated Investment Company
The Company has elected to be treated and intends to qualify annually for U.S. federal income tax purposes as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). So long as the Company maintains its status as a RIC, it generally will not be subject to U.S. federal income taxes on any ordinary income or capital gains that it timely distributes to its stockholders as dividends. The Company will be subject to U.S. federal income tax imposed at corporate rates on any income, including capital gains not distributed (or deemed distributed) to its stockholders.
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To qualify as a RIC under Subchapter M of the
Code, the Company must, among other things, meet certain source of income and asset diversification requirements. In addition, to qualify
for taxation as a RIC, the Company generally must distribute to its stockholders on a timely basis each year at least
In order for the Company not to be subject to
a
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. The Company’s federal tax years 2021, 2022, 2023, and 2024 remain subject to examination by the Internal Revenue Service and the State of Delaware.
For the tax year ended December 31, 2022, the
Company was unable to satisfy the requirement that a RIC must derive at least
In December 2023, the Company established the Subsidiary to hold equity or equity-like investments in partnerships. All intercompany balances are eliminated in consolidation, and the Company is consolidated with the Subsidiary for accounting purposes, but the Subsidiary is not consolidated with the Company for U.S. federal income tax purposes and may incur U.S. federal income tax expense as a result.
The Company does not consider the Section 851(i) Tax Liability due on the income generated from the Company’s ownership percentage in assets from which the nonqualifying income was derived during the tax year ended December 31, 2022 to be an uncertain tax position. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations and interpretations thereof.
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Although the Company files U.S. federal and state tax returns, its major tax jurisdiction is federal.
Distributions and Components of Net Assets on a Tax Basis
For the three months ended March 31, 2025, the Company declared the following distributions:
| Record Date | Payable Date | Distribution Rate per Share | Distribution Paid | |||||||
| $ | $ | |||||||||
For the three months ended March 31, 2024, the Company did not declare any distributions.
Components of net assets, tax cost, and tax status of distributions are determined at year-end. As of December 31, 2024, the Company’s components of total distributable (accumulated) earnings (losses) on a tax basis were as follows:
| Year Ended December 31, 2024 | ||||
| Undistributed Ordinary Income—net | $ | | ||
| Total Undistributed Earnings | $ | |||
| Capital Loss Carryforward | ||||
| Perpetual Long-Term | $ | ( | ) | |
| Perpetual Short-Term | ( | ) | ||
| Timing Differences (Organizational Costs/Other) | ( | ) | ||
| Unrealized Earnings (Losses)—net | ( | ) | ||
| Total Distributable (Accumulated) Earnings (Losses)—net | $ | ( | ) | |
As of December 31, 2024, the cost of investments
for the Company for tax purposes was $
| Year Ended December 31, 2024 | ||||
| Tax cost | $ | |||
| Gross unrealized appreciation on investments | ||||
| Gross unrealized depreciation on investments | ( | ) | ||
| Total investments at fair value | $ | | ||
The difference between U.S. GAAP-basis and tax basis unrealized gains (losses) is attributable primarily to differences in the tax treatment of partnership investments.
For the three months ended March 31, 2025, the Company did not reclassify any amounts, as any reclassifications are determined at year-end.
The difference between the Company’s U.S.
GAAP-basis total distributable earnings and its tax basis total distributable earnings as of December 31, 2024 was primarily due to reclassification
of a non-deductible excise tax and other non-deductible fund expenses to additional paid-in capital.
| For the Year Ended December 31, 2024 |
||||
| Additional paid-in capital | $ | |||
| Total distributable earnings | $ | |||
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4. Agreements and Related Party Transactions
Investment Management Agreement
The Company has entered into an investment management agreement with the Adviser (the “Investment Management Agreement”), pursuant to which the Adviser manages the Company’s investment program and related activities. The advisory fees consist of a management fee and an incentive fee. The costs of both the management fee and the incentive fee are ultimately borne by the Company’s stockholders.
Management Fee
Pursuant to the Investment Management Agreement,
the Adviser accrues, on a quarterly basis in arrears, a management fee (the “Management Fee”) equal to
Incentive Fee
Pursuant to the Investment Management Agreement, the Company incurs an incentive fee (the “Incentive Fee”) payable to the Adviser. The Incentive Fee will not be released or paid to the Adviser until the liquidation of the Company’s portfolio. The Incentive Fee will accrue throughout the Company’s life, and the Company may set aside assets in anticipation of paying it. However, the Company does not intend to actually pay the Incentive Fee to the Adviser until the end of the life of the Company.
In order to determine the size of the Incentive Fee, the Company refers to the incentive fee calculation methodology described below (the “Incentive Fee Calculation Methodology”).
For the avoidance of doubt, the Incentive Fee Calculation Methodology is not intended to describe the Company’s actual operations with respect to the making of distributions—and the Incentive Fee Calculation Methodology does not limit the Company’s ability to make distributions to stockholders over the life of the Company (other than the Company’s actual payment of the Incentive Fee upon its liquidation). Rather, the Incentive Fee Calculation Methodology is a tool, the sole purpose of which is to calculate the size of the Incentive Fee.
To calculate the size of the Incentive Fee, the Company will refer to (1) the amounts and timing of stockholders’ capital contributions to the Company and (2) the amounts and timing of the Company’s distributions, and will analyze those contributions and distributions under the Incentive Fee Calculation Methodology. The Incentive Fee will equal the total amount of distributions that would be made to the Adviser under paragraphs (c) and (d) of the Incentive Fee Calculation Methodology.
The Incentive Fee Calculation Methodology is as follows:
| (a) | First, the Company will make distributions to its stockholders until stockholders have received 100% of their Contributed Capital (as defined below). |
| (b) | Second, the Company will make distributions to its stockholders until stockholders have received a 7% return per annum, compounded annually, on their capital contributions, from the date each capital contribution is made through the date such capital has been returned. |
| (c) | Third, the Company will make distributions to the Adviser under this paragraph (c) until it has received 12.5% of the total amount distributed by the Company under paragraph (b) and this paragraph (c). |
| (d) | Thereafter, any additional amounts that the Company distributes will be paid 87.5% to stockholders and 12.5% to the Adviser. |
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 exceed the limitations set forth in Section 205(b)(3) of the Advisers Act.
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The term “distribution” includes all distributions of the Company’s assets including in respect of proceeds from the full or partial realization of the Company’s investments and income from investing activities and may include amounts treated as return of capital, ordinary income and capital gains for accounting, tax and/or other purposes.
If the Investment Management Agreement is terminated prior to the termination of the Company (other than an instance in which the Adviser voluntarily terminates the agreement), the Company will pay to the Adviser an Incentive Fee payment in connection with such termination (the “Termination Incentive Fee Payment”). The Termination Incentive Fee Payment will be calculated as of the date the Investment Management Agreement is terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (a) all investments were liquidated for their then-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 stockholders and paid as an Incentive Fee in accordance with the Incentive Fee Calculation Methodology, subject to the limitations set forth in Section 205(b)(3) of the Advisers Act. The Company will make the Termination Incentive Fee Payment in cash on or immediately following the date the Investment Management Agreement is so terminated.
The Investment Management Agreement was approved for an initial two-year term on August 8, 2019, and will remain in full force and effect for successive one-year periods thereafter, but only so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the members of the Board who are not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of the Company (the “Independent Directors”) and in accordance with the requirements of the 1940 Act and (b) by a vote of (1) a majority of the Board of Directors or (2) a majority of the Company’s outstanding voting securities. The Investment Management 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 Company (following determination by the Board of Directors or by vote of a majority of the outstanding voting stock), or by the Adviser. The Investment Management Agreement shall automatically terminate in the event of its assignment. The Board of Directors most recently approved the renewal of the Investment Management Agreement at a meeting held on July 25, 2024.
For the three months ended March 31, 2025 and 2024, the Company did not incur any Incentive Fee.
Administration Agreement and Fund Accounting Agreement
The Company has entered into an administration servicing agreement (the “Administration Agreement”) with U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“U.S. Bank” or the “Administrator”), pursuant to which the Administrator provides administrative and recordkeeping services necessary for the Company to operate. In addition, the Company has entered into a fund accounting servicing agreement (the “Fund Accounting Agreement”) with U.S. Bank, pursuant to which U.S. Bank provides accounting services with respect to the Company. The Company reimburses U.S. Bank for all reasonable costs and expenses incurred by U.S. Bank in providing these services, as provided by the Administration Agreement and Fund Accounting Agreement, respectively.
Placement Agent Agreement
The Company has entered into a placement agent agreement with Muzinich Capital LLC (the “Placement Agent”) to serve as its placement agent for the domestic and offshore offering of the Company’s shares of common stock. The Placement Agent is an affiliate of the Adviser, and these services are provided on a fee-free basis.
Resource Sharing Agreement
The Adviser has entered into a resource sharing agreement (the “Resource Sharing Agreement”) with Muzinich & Co., Inc. (“Muzinich”), an affiliate of the Adviser, pursuant to which Muzinich provides the Adviser with experienced investment professionals and services so as to enable the Adviser to fulfill its obligations under the Investment Management Agreement. Through the Resource Sharing Agreement, the Adviser draws on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring, and operational experience of Muzinich’s investment professionals. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which if terminated may have a material adverse effect on the Company’s operations.
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Indemnifications
The Investment Management Agreement provides that the Adviser and its officers, managers, partners, agents, employees, controlling persons and members, and any other person or entity affiliated with it, are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s and its affiliates’ services under the Investment Management Agreement. However, the Company’s obligation to provide indemnification under the Investment Management Agreement is limited by the 1940 Act and 1940 Act Release No. 11330, which, among other things, prohibit the Company from indemnifying any director, officer or other individual from any liability resulting directly from the willful misconduct, bad faith, gross negligence in the performance of duties or reckless disregard of applicable obligations and duties of the directors, officers or other individuals, and require the Company to set forth reasonable and fair means for determining whether indemnification shall be made.
The Company has also entered into indemnification agreements with its directors. The indemnification agreements are intended to provide the Company’s directors with the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that the Company shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the Company.
Under the Investment Management Agreement, the Adviser has not assumed any responsibility to the Company other than to render the services called for under that agreement. It will not be responsible for any action of the Board in following or declining to follow the Adviser’s advice or recommendations. Under the Investment Management Agreement, the Adviser, its officers, members and personnel, and any person controlling or controlled by the Adviser, will not be liable to the Company, any of its subsidiaries, its directors, its shareholders or any subsidiary’s shareholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Management Agreement, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Adviser owes to the Company under the Investment Management Agreement.
Reimbursement of Certain Expenses
During the three months ended March 31, 2025 and
2024, Muzinich paid, on behalf of the Company, certain operating costs that have been recorded by the Company. The Company will reimburse
Muzinich for the costs paid on the Company’s behalf. As of March 31, 2025 and 2024, the total costs reimbursable to Muzinich were
$
Shares Held by Affiliated Accounts
As of March 31, 2025, certain entities affiliated
with the Adviser held shares of the Company. Muzinich U.S. Private Debt SCSp held
Co-Investment Exemptive Order
On February 2, 2021, the SEC issued an exemptive order (the “Exemptive Order”) which permits the Company to co-invest in portfolio companies with certain funds or entities managed by the Adviser or its affiliates in certain negotiated transactions where such transactions would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, the Company is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s Independent Directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of the Company’s stockholders and is consistent with its then-current investment objective and strategies.
19
Investments in Affiliates
Affiliated companies are those that are “affiliated
persons” of the Company, as defined in Section 2(a)(3) of the 1940 Act. They include, among other entities, issuers of which
| Senior Secured Loan Debt | Par Value March 31, 2025 | Fair Value December 31, 2024 | Acquisitions | Dispositions | Accretion | Realized Gain (Loss) | Change in Unrealized Appreciation/ Depreciation | Fair Value March 31, 2025 | Interest Income | |||||||||||||||||||||||||||
| Midwest Trading Group Acquisition, LLC Term Loan | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Diamond Blade Warehouse Term Loan | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Quest Bidco (GoApe) LLC Term Loan | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Quest Bidco LLC Term Loan | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Total | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||
| Equity Investments - Common Stock | Shares March 31, 2025 | Fair Value December 31, 2024 | Acquisitions | Dispositions | Realized Gain (Loss) | Change in Unrealized Appreciation/ Depreciation | Fair Value March 31, 2025 | Dividend Income | ||||||||||||||||||||||||
| Midwest Trading Group Acquisition, LLC Class A-1 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||
| Midwest Trading Group Acquisition, LLC Class A-3 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Midwest Trading Group Acquisition, LLC Class C | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| QUEST JVCO LIMITED - Class A | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| QUEST JVCO LIMITED - Loan Notes | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Total | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| Equity Investments - Preferred Stock | Shares March 31, 2025 | Fair Value December 31, 2024 | Acquisitions | Dispositions | Realized Gain (Loss) | Change in Unrealized Appreciation/ Depreciation | Fair Value March 31, 2025 | Dividend Income | ||||||||||||||||||||||||
| Diamond Blade Warehouse | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
20
5. Commitments and Contingencies
As of March 31, 2025, March 31, 2024, and December
31, 2024, the Company had unfunded commitments to provide debt financing to its portfolio companies of $
As of March 31, 2025, the Company was not subject to any legal proceedings, although the Company may, from time to time, be involved in litigation arising out of operations in the normal course of business or otherwise.
6. Investments
The following table presents the composition of the Company’s investment portfolio at amortized cost and fair value as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | |||||||||||||||
| Amortized | Fair | Amortized | Fair | |||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
| Senior Secured Loan Debt Instruments | $ | $ | $ | $ | ||||||||||||
| Equity Investments - Common Stock | ||||||||||||||||
| Equity Investments - Preferred Stock | ||||||||||||||||
| Short-Term Investments | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
| March 31, 2025 | December 31, 2024 | |||||||
| Leisure Products | % | % | ||||||
| Packaged Foods & Meats | % | % | ||||||
| Diversified Support Services | % | % | ||||||
| Automotive | % | % | ||||||
| Computer & Electronics Retail | % | % | ||||||
| Industrial Machinery | % | % | ||||||
| IT Consulting | % | % | ||||||
| Commercial Building Products | % | % | ||||||
| Leisure Facilities | % | % | ||||||
| Apparel, Accessories & Luxury Goods | % | % | ||||||
| Total | % | % | ||||||
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| 7. | Fair Value of Investments |
Fair value is defined as the price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. Accounting guidance emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs.
The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:
| Level 1 | — | Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date. | |
| Level 2 | — | Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities. | |
| Level 3 | — | Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. |
The inputs for the determination of fair value may require significant management judgment or estimation and are based upon the Adviser’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by a disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
Pricing inputs and weightings applied to determine fair value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following tables present the fair value hierarchy of the Company’s investments as of March 31, 2025 and December 31, 2024:
| Fair Value Hierarchy as of March 31, 2025 | ||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Senior Secured Loan Debt Instruments | $ | $ | $ | $ | ||||||||||||
| Equity Investments - Common Stock | ||||||||||||||||
| Equity Investments - Preferred Stock | ||||||||||||||||
| Short-Term Investments | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Fair Value Hierarchy as of December 31, 2024 | ||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Senior Secured Loan Debt Instruments | $ | $ | $ | $ | ||||||||||||
| Equity Investments – Common Stock | ||||||||||||||||
| Equity Investments – Preferred Stock | ||||||||||||||||
| Short-Term Investments | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
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The following tables present changes in the fair value of the Company’s investments for which Level 3 inputs were used to determine the fair value as of and for the three months ended March 31, 2025 and 2024:
| Senior Secured Loan Debt Instruments | For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | ||||||
| Fair value, beginning of period | $ | $ | ||||||
| Purchases of investments | ||||||||
| Proceeds from principal pre-payments and sales of investments | ( | ) | ( | ) | ||||
| Net realized gain (loss) | ||||||||
| Net change in unrealized appreciation/(depreciation) | ( | ) | ||||||
| Net accretion of discount on investments | ||||||||
| Transfers into (out of) Level 3 | ||||||||
| Fair value, end of period | $ | $ | ||||||
| Equity Investments - Common Stock | For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | ||||||
| Fair value, beginning of period | $ | $ | ||||||
| Purchases of investments | ||||||||
| Proceeds from principal pre-payments and sales of investments | ||||||||
| Net realized gain (loss) | ||||||||
| Net change in unrealized appreciation/(depreciation) | ( | ) | ( | ) | ||||
| Transfers into (out of) Level 3 | ||||||||
| Fair value, end of period | $ | $ | ||||||
| Equity Investments - Preferred Stock | For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | ||||||
| Fair value, beginning of period | $ | $ | ||||||
| Purchases of investments | ||||||||
| Proceeds from principal pre-payments and sales of investments | ||||||||
| Net realized gain (loss) | ||||||||
| Net change in unrealized appreciation/(depreciation) | ( | ) | ( | ) | ||||
| Net accretion of discount on investments | ||||||||
| Transfers into (out of) Level 3 | ||||||||
| Fair value, end of period | $ | $ | ||||||
23
The following table presents the net change in unrealized appreciation (depreciation) for the period relating to these Level 3 assets that were still held by the Company as of the three months ended March 31, 2025 and 2024:
| Net Change in Unrealized Appreciation/(Depreciation) | For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | ||||||
| Senior Secured Loan Debt Instruments | $ | $ | ( | ) | ||||
| Equity Investments - Common Stock | ( | ) | ( | ) | ||||
| Equity Investments - Preferred Stock | ( | ) | ( | ) | ||||
| Total | $ | $ | ( | ) | ||||
The following tables present quantitative information
about the significant unobservable inputs of the Company’s Level 3 investments as of March 31, 2025 and December 31, 2024.
| Fair Value March 31, 2025 | Valuation Technique | Unobservable Input | Range/Input | Weighted Average Inputs | ||||||||
| Senior Secured Loan Debt Instruments | $ | cash flow | ||||||||||
| Equity Investments - Common Stock | $ | |||||||||||
| Equity Investments - Preferred Stock | $ | |||||||||||
| Total | $ | |||||||||||
| Fair Value December 31, 2024 | Valuation Technique | Unobservable Input | Range/Input | Weighted Average | ||||||||
| Senior Secured Loan Debt Instruments | $ | cash flow | ||||||||||
| Equity Investments - Common Stock | $ | |||||||||||
| Equity Investments - Preferred Stock | $ | |||||||||||
| Total | $ | |||||||||||
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| 8. | Net Assets |
Common Stock Issuances
For the three months ended March 31, 2025, the Company had common stock issuances.
For the three months ended March 31, 2024, the Company had common stock issuances.
Distributions
For the three months ended March 31, 2025, the Company declared the following distributions:
| Record Date | Payable Date | Distribution Rate per Share | Distribution Paid | |||||||
| March 21, 2025 | $ | $ | ||||||||
For the three months ended March 31, 2024, the Company had distributions.
| 9. | Borrowings from Credit Facility |
In accordance with the 1940 Act, with certain
limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least
On December 14, 2020, the Company entered into a committed facility agreement with BNP Paribas Prime Brokerage International, Limited
(“BNP”) (as amended, the “Loan Agreement”). The maximum financing available under the Loan Agreement from time
to time (the “Maximum Commitment Financing”) is $
The Loan Agreement accrues interest at a rate
per annum equal to (i) Overnight Bank Funding Rate plus an applicable margin of
BNP may terminate the Loan Agreement and/or require
amounts outstanding under the Loan Agreement to be repaid on at least
25
For the three months ended March 31, 2025 and the year ended December 31, 2024, credit facility activity was as follows:
| March 31, 2025 | December 31, 2024 | |||||||
| Outstanding balance as of period-end | $ | $ | ||||||
| Average balance during the period when in use | $ | $ | ||||||
| Average interest rate during the period when in use | % | % | ||||||
| Interest expense incurred during the period | $ | $ | ||||||
As of March 31, 2025 and December 31, 2024, the carrying amount of the Company’s borrowings under the Loan Agreement approximated its fair value (which would be classified as Level 2 in the ASC 820 hierarchy). The outstanding balances in the above table are the Company’s amortized cost, which approximates fair value. As of March 31, 2025 and December 31, 2024, the Company was in compliance with all covenants and other requirements under the Loan Agreement.
| 10. | Earnings Per Share |
In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic and diluted net increase in net assets resulting from operations per common share is computed by dividing the net increase (decrease) in net assets resulting from operations by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of both March 31, 2025 and 2024, there were dilutive shares.
The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2025 and 2024:
| For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | |||||||
| Net increase (decrease) in net assets resulting from operations | $ | $ | ||||||
| Weighted average common shares of common stock outstanding - basic and diluted | ||||||||
| Basic and diluted net increase (decrease) in net assets resulting from operations per common share | $ | $ | ||||||
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| 11. | Consolidated Financial Highlights |
| For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | |||||||
| Per Common Share Operating Performance | ||||||||
| Net Asset Value, Beginning of Period | $ | $ | ||||||
| Results of Operations: | ||||||||
| Net Investment Income (Loss) (1) | ||||||||
| Net Realized Gains/(Losses) and Unrealized Appreciation/(Depreciation) | ( | ) | ||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | ||||||||
| Distributions to Common Stockholders | ||||||||
| Distributions from Net Investment Income | ( | ) | ||||||
| Net Decrease in Net Assets Resulting from Distributions | ( | ) | ||||||
| Net Asset Value, End of Period | $ | $ | ||||||
| Shares Outstanding, End of Period | ||||||||
| Ratios/Supplemental Data | ||||||||
| Net assets, end of period | $ | $ | ||||||
| Weighted-average shares outstanding (2) | ||||||||
| Total Return (3) | % | % | ||||||
| Portfolio turnover (4) | % | % | ||||||
| Ratio of total expenses to average net assets (5) | % | % | ||||||
| Ratio of net investment income (loss) to average net assets (5) | % | % | ||||||
| Asset coverage ratio | % | % | ||||||
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) |
| 12. | Subsequent Events |
In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the consolidated financial statements were issued. The Company has determined that there were no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of March 31, 2025, except as disclosed below.
Credit Facility
Effective April 3, 2025, the Company’s borrowings under the Loan Agreement were paid down to $
Investment Portfolio Activity
On April 11, 2025, the Company made an add-on investment in the preferred equity of AGS Automotive Solutions Holdings LLC in the amount of $
On April 28, 2025, the Company made add-on investments in Recreational Products Consolidation Company LLC, including (i) the Term Loan
B in the amount of $
On May 13, 2025, the Company declared a distribution
of $
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Unless indicated otherwise, the “Company,” “we,” “us,” and “our” refer to Muzinich BDC, Inc., and the “Adviser” refers to Muzinich BDC Adviser, LLC, an affiliate of Muzinich & Co., Inc. (together with the Adviser and their other affiliates, collectively, “Muzinich”).
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. Such statements are not historical facts and are based on current expectations, estimates, projections, opinions and/or beliefs of the Company and/or Muzinich. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof, or other variations thereon 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. These forward-looking statements include, but are not limited to, information in this Form 10-Q 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. In particular, there are forward-looking statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There may be events in the future, however, that we are not able to predict accurately or control. The factors referenced under “Part II, Item 1A. Risk Factors,” as well as any cautionary language in this Form 10-Q, 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. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this Form 10-Q could have a material adverse effect on our business, results of operation and financial position. Any forward-looking statement made by us in this Form 10-Q speaks only as of the date on which we make it. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible 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.
The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
| ● | our future operating results; |
| ● | changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, which could result in changes to the value of our assets, or other external factors, including ongoing geopolitical conflicts and trade negotiations, including the imposition of tariffs; |
| ● | our business prospects and the prospects of our prospective portfolio companies, including our and their ability to achieve our respective objectives as a result of ongoing geopolitical conflicts or trade activity, including the imposition of tariffs; |
| ● | 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 portfolio companies to achieve their objectives; |
| ● | the relative and absolute performance of our Adviser; |
| ● | the ability of our Adviser and its affiliates, including Muzinich & Co., Inc., to attract and retain talented professionals; |
| ● | our expected financings and investments; |
| ● | our ability to pay dividends or make distributions; |
28
| ● | the adequacy of our cash resources and working capital; |
| ● | the timing of cash flows, if any, from the operations of our portfolio companies; |
| ● | the impact of future acquisitions and divestitures; |
| ● | the timing and manner in which we conduct an initial public offering (“IPO”) and/or listing, if at all; | |
| ● | the timing and manner in which we conduct any share repurchase offers; and |
| ● | our regulatory structure and tax status as a BDC and a regulated investment company (a “RIC”). |
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those referenced in the section entitled “Item 1A. Risk Factors” in Part II of this Form 10-Q and elsewhere in this Form 10-Q. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-Q. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.
Please note that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.
Overview
We were incorporated under the laws of the State of Delaware on May 29, 2019. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”), and have elected to be treated, qualify, and intend to qualify annually as a RIC for federal income tax purposes. As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.
As of March 31, 2025, we had capital commitments from investors in the amount of $205,000,000. As of March 31, 2025, we had equity capital in the amount of $179,587,861. See “Equity Activity” under “Financial Condition, Liquidity and Capital Resources” below for further details. We anticipate raising additional equity capital for investment purposes through drawdowns in respect of capital commitments made by investors pursuant to private offerings of our common stock (“Private Offerings”).
Revenues
We generate revenue in the form of interest income from the debt securities we hold and dividends and capital appreciation on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Most of the debt securities we hold are floating rate in nature. The debt we invest in typically is not rated by any rating agency, but if it were, it is likely that such debt would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, Inc. (“Moody’s”) and lower than “BBB-” by Fitch Ratings, Inc. (“Fitch”) or Standard & Poor’s Rating Group, a division of The McGraw-Hill Companies, Inc. (“S&P”)), which is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. We intend to structure our debt investments with interest payable quarterly, semi-annually or annually, but we may structure certain investments with terms to provide for longer interest payment periods or to allow interest to be paid by adding amounts due to the principal balance of the loan, resulting in deferred cash receipts. In addition, we may also generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and consulting fees. Certain of these fees may be capitalized and amortized as additional interest income over the life of the related loan.
29
Expenses
All investment professionals and staff of our Adviser, when and to the extent engaged in providing us with investment advisory and management services, and the base compensation, bonus and benefits, and the routine overhead expenses of such personnel allocable to such services, is provided and paid for by our Adviser and its affiliates. We bear all other costs and expenses of its operations, administration and transactions, including, without limitation, those described in “Item 1. Business – Fees and Expenses” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
From time to time, our Adviser or its affiliates may pay amounts owed by us to third-party providers of goods or services. We will subsequently reimburse our Adviser for or its affiliates such amounts paid on our behalf. There is no contractual cap on the reasonable costs and expenses for which our Adviser will be reimbursed.
We have entered into a credit facility, may enter into a further credit facility or other debt arrangements to partially fund our operations, and have incurred costs and expenses, including commitment, origination, legal and/or structuring fees and the related interest costs associated with any amounts borrowed.
Portfolio Composition and Investment Activity
As of March 31, 2025, we had 14 debt investments totaling $141,851,427 and 15 equity investments totaling $7,594,751 across 10 portfolio companies with an aggregate fair value of approximately $149.4 million. As of March 31, 2025, our debt investments consisted entirely of senior secured loans. Short-term investments as of March 31, 2025 consisted of United States Treasury bills that will expire within sixty days of purchase, with an aggregate fair value of approximately $132.9 million.
Our investment activity for the three months ended March 31, 2025 and 2024 is presented below (information presented herein is at cost unless otherwise indicated):
| For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | |||||||
| New investments: | ||||||||
| Gross investment purchases | $ | 134,836,435 | $ | 2,350,368 | ||||
| Less: sold investments | (139,051,250 | ) | - | |||||
| Total new investments | $ | (4,214,815 | ) | $ | 2,350,368 | |||
| Principal/par/units amount of investments funded: | ||||||||
| Term loan debt investments | $ | 141,851,427 | $ | 2,082,285 | ||||
| Equity investments | 7,594,751 | 268,083 | ||||||
| Number of new investment commitments | 1 | 3 | ||||||
| Average new investment commitment amount | $ | 1,326,500 | $ | 783,456 | ||||
| Weighted average maturity for new investment commitments | 2.33 Years | 4.12 Years | ||||||
| Percentage of new debt investment commitments at floating rates | 100 | % | 100 | % | ||||
| Percentage of new debt investment commitments at fixed rates | 0 | % | 0 | % | ||||
| Weighted average spread Secured Overnight Financing Rate (“SOFR”) of new floating rate investment commitments | 9.00 | % | 9.25 | % | ||||
30
As of March 31, 2025 and 2024, our investments consisted of the following:
| March 31, 2025 | March 31, 2024 | |||||||||||||||||||||||
| Amortized Cost | Fair Value | Percentage of Total Investments at Fair Value | Amortized Cost | Fair Value | Percentage of Total Investments at Fair Value | |||||||||||||||||||
| Senior secured loan debt instruments1 | $ | 145,186,918 | $ | 141,851,427 | 50.25 | % | $ | 134,742,023 | $ | 130,874,710 | 51.80 | % | ||||||||||||
| Equity investments - Common Stock | 6,020,001 | 3,938,931 | 1.39 | % | 5,620,001 | 5,170,906 | 2.05 | % | ||||||||||||||||
| Equity investments - Preferred Stock | 5,756,785 | 3,655,820 | 1.29 | % | 6,506,473 | 6,296,545 | 2.49 | % | ||||||||||||||||
| Short-term investments | 132,918,565 | 132,918,565 | 47.07 | % | 110,310,548 | 110,310,548 | 43.66 | % | ||||||||||||||||
| Total Investments | $ | 289,882,269 | $ | 282,364,743 | 100.00 | % | $ | 257,179,045 | $ | 252,652,709 | 100.00 | % | ||||||||||||
| 1 | Disclosed as First Lien Term Loan Debt Investments as of March 31, 2025. |
The Adviser believes that actively managing an investment allows it to identify problems early and work with companies to develop constructive solutions when necessary. The Adviser monitors our portfolio with a focus toward anticipating negative credit events. In seeking to maintain portfolio company performance and to help ensure a successful exit, the Adviser works closely with, as applicable, the lead equity sponsor, portfolio company management, consultants, advisers and other security holders to discuss financial positions, compliance with covenants, financial requirements and execution of the portfolio company’s business plan. In addition, the Adviser’s personnel may occupy a seat or serve as an observer on a portfolio company’s board of directors or similar governing body.
Typically, the Adviser will receive financial reports detailing operating performance, sales volumes, margins, cash flows, financial position and other key operating metrics on a quarterly basis from portfolio companies. The Adviser uses this data, combined with knowledge gained through due diligence of the portfolio company’s customers, suppliers and competitors, as well as market research and other methods, to conduct an ongoing assessment of the portfolio company’s operating performance and prospects.
Results of Operations
Our operating results for the three months ended March 31, 2025 and 2024 were as follows:
| For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | |||||||
| Total investment income | $ | 5,479,989 | $ | 5,782,064 | ||||
| Total expenses | 1,200,292 | 1,027,955 | ||||||
| Net investment income (loss) | 4,279,697 | 4,754,109 | ||||||
| Total net realized gains (losses) | - | - | ||||||
| Total net change in unrealized appreciation/(depreciation) | 150,939 | (4,272,013 | ) | |||||
| Total net realized and unrealized appreciation/(depreciation) | 150,939 | (4,272,013 | ) | |||||
| Net increase (decrease) in net assets resulting from operations | $ | 4,430,636 | $ | 482,096 | ||||
Net assets resulting from operations increased from $482,096 for the three months ended March 31, 2024 to $4,430,636 for the three months ended March 31, 2025, primarily due to changes in unrealized appreciation .
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Investment Income
Investment income for the three months ended March 31, 2025 and 2024 was as follows:
| For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | |||||||
| Interest from term loan debt instruments | $ | 5,479,989 | $ | 4,845,468 | ||||
| Commitment fees | - | - | ||||||
| Interest from cash and cash equivalents | - | 936,596 | ||||||
| Interest from short-term investments | - | - | ||||||
| Total investment income | $ | 5,479,989 | $ | 5,782,064 | ||||
Investment income decreased from $5,782,064 for the three months ended March 31, 2024 to $5,479,989 for the three months ended March 31 2025, primarily due to a decrease in interest income.
Expenses
Operating expenses for the three months ended March 31, 2025 and 2024 were as follows:
| For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | |||||||
| Management Fee | $ | 413,060 | $ | 433,858 | ||||
| Other operating expenses | 787,232 | 594,097 | ||||||
| Total expenses | $ | 1,200,292 | $ | 1,027,955 | ||||
Total expenses increased from $1,027,955 for the three months ended March 31, 2024 to $1,200,292 for the three months ended March 31, 2025, primarily due to an increase in other operating expenses compared to the three months ended March 31, 2024.
Financial Condition, Liquidity and Capital Resources
We generate and expect to continue to generate cash from (1) future offerings of our common stock, (2) cash flows from operations and (3) borrowings from banks or other lenders. We have entered into a committed facility agreement with BNP Paribas Prime Brokerage International, Limited (“BNP”) (as amended, the “Loan Agreement”), and we may seek to enter into any further bank debt, credit facility or other financing arrangements on market terms; however, we cannot assure you we will be able to do so. Our primary uses of cash will be for (i) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (ii) paying our operating expenses (including fees payable to the Adviser), (iii) debt service of any borrowings and (iv) cash distributions to the holders of our stock.
Equity Activity. We anticipate generating further cash from drawdowns in respect of capital committed by investors in Private Offerings. We have the authority to issue 500,000 shares of common stock at a $0.001 per share par value. Additionally, we have the authority to issue 15,000 shares of preferred stock at a $0.001 per share par value.
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During the three months ended March 31, 2025, we had no common stock issuances.
Borrowings. We expect to borrow funds to make investments. This is known as “leverage” and may cause our financial results to be more volatile than if we had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of our net assets. Additionally, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance (e.g., for every $100 of net assets, we may raise $200 from borrowing and issuing senior securities). Furthermore, while any indebtedness and senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or repurchase our securities unless we meet the applicable asset coverage ratio requirements at the time of the distribution or repurchase. In connection with borrowings, our lenders may require us to pledge assets, investor commitments to fund capital calls and/or the proceeds of those capital calls, thereby allowing the lender to call for capital contributions upon the occurrence of an event of default under such financing arrangement. In addition, the lenders may ask us to comply with affirmative or negative covenants that could have an effect on our operations.
The use of leverage involves significant risks. Certain trading practices and transactions, which may include, among others, reverse repurchase agreements and the use of when-issued, delayed delivery or forward commitment transactions, may be considered “borrowings” or involve leverage, and thus are also subject to 1940 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 to be borrowings are not subject to the asset coverage requirement. These investments may include certain investments or instruments that have embedded leverage, which may increase the risk of loss from such investments, but are not considered to be borrowings.
In connection with our use of leverage, we intend to borrow money to purchase assets in order to comply with certain regulatory requirements for RICs, including diversification requirements. Accordingly, we have entered into the Loan Agreement with BNP and have engaged in borrowings under the Loan Agreement for this purpose. Although we expect to continue to be able to borrow under the Loan Agreement as needed for this purpose, we are subject to the risk that BNP can terminate the Loan Agreement or that the amount available to be borrowed thereunder will be insufficient to allow us to satisfy the applicable requirements.
The amount of leverage that we employ will depend on our Adviser’s and our Board of Directors’ assessment of market conditions and other factors at the time of any proposed borrowing, and there can be no assurance that we will use leverage or that our leveraging strategy will be successful during any period in which it is employed.
Contractual Obligations. We have entered into certain contracts under which we have material future commitments. We have entered into an investment management agreement (the “Investment Management Agreement”) with the Adviser, pursuant to which the Adviser: determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); determines the assets we will originate, purchase, retain or sell; closely monitors and administers the investments we make, including the exercise of any rights in our capacity as a lender; and provides us with such other investment advice, research and related services as we may, from time to time, require. For these services, we will pay the Adviser the Management Fee and Incentive Fee (each as defined below) described under the heading “Compensation of Adviser” below.
We have also entered into an administration servicing agreement (the “Administration Agreement”) with U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“U.S. Bank” or the “Administrator”), pursuant to which the Administrator provides the administrative and recordkeeping services necessary for us to operate. In addition, we have entered into a fund accounting servicing agreement with U.S. Bank, pursuant to which U.S. Bank will provide us with accounting services.
Hedging. We may, but are not required to, enter into interest rate, foreign exchange or other derivative agreements to hedge interest rate, currency, credit or other risks, but we do not generally intend to enter into any such derivative agreements for speculative purposes. Any derivative agreements entered into for speculative purposes are not expected to be material to our business or results of operations. These hedging activities, which will be in compliance with applicable legal and regulatory requirements should we undertake them, may include the use of futures, options and forward contracts. We will bear the costs incurred in connection with entering into, administering and settling any such derivative contracts. There can be no assurance any hedging strategy we employ will be successful.
Critical Accounting Policies
Valuation of Portfolio Securities
In accordance with the procedures adopted by our Board of Directors, the net asset value (“NAV”) per share of our outstanding shares of common stock is determined at least quarterly by dividing the value of total assets minus liabilities by the total number of shares outstanding.
As a BDC, we generally invest in illiquid securities, including debt and equity securities of middle-market companies.
We expect that there will not be readily available market values for many of the investments which are or will be in our portfolio, and such investments will be valued at fair value as determined in good faith by the Adviser, under the oversight of the Board, pursuant to the Company’s valuation policy and process described below. The factors that the Adviser may take into account in determining the fair value of our investments generally include, as appropriate, comparisons of financial ratios of the portfolio companies that issued such private equity securities to peer companies that are public, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation. Under current auditing standards, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.
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With respect to investments for which market quotations are not readily available, the Adviser determines the fair values of such investments in good faith pursuant to Rule 2a-5 under the 1940 Act. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser to perform the fair valuation determinations of our investments for which market quotations are not readily available, subject to Board oversight, pursuant to valuation procedures approved by the Board of Directors, which follow a multi-step valuation process each quarter (or more frequently, as appropriate) as described below:
| (1) | Each portfolio company or investment is initially valued by the investment professionals of our Adviser responsible for the portfolio investment and the “Portfolio Committee” of the Adviser; |
| (2) | Preliminary valuation conclusions are then documented and discussed with our senior management and that of our Adviser; |
| (3) | At least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm. |
| (4) | In following these approaches, the types of factors that are taken into account in determining the fair value of such investments include, as relevant, but are not limited to: comparison to publicly traded securities, including such factors as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earning and discounted cash flow; and the markets in which the portfolio company does business; |
| (5) | The Audit Committee of our Board of Directors reviews the valuations of the Adviser on a quarterly basis; and |
| (6) | Our Board of Directors oversees our valuation process and in support of this oversight, the Adviser provides periodic reports to the Board on valuation matters. |
Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of our Adviser. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us at the reporting period date.
Payment-in-Kind (“PIK”) Interest
We currently hold, and may hold in the future, certain investments in our portfolio that contain PIK interest provisions. PIK interest, which is computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan, rather than being paid to us in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment. PIK interest, which is a non-cash source of income, is included in our taxable income, and therefore affects the amount we are required to distribute to our shareholders to maintain our qualification as a RIC for U.S. federal income tax purposes, even though we have not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the investment on nonaccrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. We write off any accrued and uncollected PIK interest when we determine that the PIK interest is no longer collectible.
Dividends
We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. All dividends and distributions will be subject to lawfully available funds therefor, and no assurance can be given that we will be able to declare distributions in future periods. For the three months ended March 31, 2025, we declared the following distributions:
| Record Date | Payable Date | Distribution Rate per Share | Distribution Paid | |||||||
| March 21, 2025 | April 3, 2025 | $ | 2.665 | $ | 450,654 | |||||
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We have elected to be a BDC under the 1940 Act. We also have elected to be treated, qualify, and intend to qualify annually to be subject to taxation as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended. To obtain and maintain our ability to be subject to tax as a RIC, we must, among other things, timely distribute to our stockholders at least 90% of our investment company taxable income for each taxable year as dividends. We intend to timely distribute to our stockholders substantially all of our annual taxable income for each taxable year. However, we may retain certain net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) for reinvestment and, depending upon the level of taxable income earned in a taxable year, we may choose to carry forward taxable income for distribution in the following taxable year. In such a case, we would be subject to U.S. federal income tax and possibly U.S. federal excise tax on such retained amounts. We generally will be required to pay such U.S. federal excise tax if our distributions in respect of a calendar year do not exceed the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gains in excess of capital losses (adjusted for certain ordinary losses) for the one-year period ending on October 31 of the calendar year and (3) any net ordinary income and capital gains in excess of capital losses for preceding calendar years that were not distributed during such calendar years and on which we did not pay any U.S. federal income tax. If we retain net capital gains, we may treat such amounts as deemed distributions to our stockholders. In that case, you will be treated as if you had received an actual distribution of the capital gains we retained and then you reinvested the net after-tax proceeds in our common stock. In general, you also will be eligible to claim a tax credit (or, in certain circumstances, obtain a tax refund) equal to your allocable share of the tax we paid on the capital gains deemed distributed to you. The distributions we pay to our stockholders in a taxable year may exceed our taxable income for that taxable year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year.
Security Transactions, Realized/Unrealized Gains or Losses and Appreciation or Depreciation, and Income Recognition.
Security transactions are recorded on a trade-date basis. We measure realized gains or losses from the repayment or sale of investments using the specific identification method. The amortized cost basis of investments represents the original cost adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees. We report changes in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation (depreciation) on investments in the statement of operations.
Compensation of the Adviser
Management Fee. Pursuant to the Investment Management Agreement, our Adviser will accrue, on a quarterly basis in arrears, a management fee (the “Management Fee”) equal to 0.25% (i.e., 1.00% annually) of the average of (i) our NAV (excluding uninvested cash and cash equivalents, which are defined for these purposes as money market funds, U.S. government securities and investment grade debt instruments maturing within one year of purchase of such instrument) at the end of the then-current calendar quarter and (ii) our NAV at the end of the prior calendar quarter. For the three months ended March 31, 2025 and 2024, we incurred Management Fee of $413,060 and $433,858, respectively.
Management Fee are generally expected to be paid using available funds quarterly, in which case these payments will not reduce unfunded capital commitments. However, we may draw down unfunded capital commitments in order to pay Management Fee, and any such drawdown amounts would reduce unfunded capital commitments.
Incentive Fee. Pursuant to the Investment Management Agreement, we will pay an incentive fee (the “Incentive Fee”) to the Adviser. The Incentive Fee will not be released to the Adviser until the liquidation of our portfolio. The Incentive Fee will accrue as a liability on our Consolidated Statements of Assets and Liabilities throughout our life, and we may set aside assets in anticipation of paying it. However, we do not intend to actually pay the Incentive Fee to the Adviser until the end of our life.
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In order to determine the size of the Incentive Fee, we refer to the incentive fee calculation methodology described below (the “Incentive Fee Calculation Methodology”).
For the avoidance of doubt, the Incentive Fee Calculation Methodology is not intended to describe our actual operations with respect to the making of distributions, and the Incentive Fee Calculation Methodology does not limit our ability to make distributions to stockholders over our life (other than our actual payment of the Incentive Fee upon our liquidation). Rather, the Incentive Fee Calculation Methodology is a tool, the sole purpose of which is to calculate the size of the Incentive Fee.
To calculate the size of the Incentive Fee, we will refer to (1) the amounts and timing of stockholders’ capital contributions to us and (2) the amounts and timing of our distributions, and will analyze those contributions and distributions under the Incentive Fee Calculation Methodology. The Incentive Fee will equal the total amount of distributions that would be made to the Adviser under paragraphs (c) and (d) of the Incentive Fee Calculation Methodology.
The Incentive Fee Calculation Methodology is as follows:
| (a) | First, we will make distributions to our stockholders until stockholders have received 100% of their Contributed Capital (as defined below). |
| (b) | Second, we will make distributions to our stockholders until stockholders have received a 7% return per annum, compounded annually, on their capital contributions, from the date each capital contribution is made through the date such capital has been returned. |
| (c) | Third, we will make distributions to the Adviser under this paragraph (c) until it has received 12.5% of the total amount distributed by us under paragraph (b) and this paragraph (c). |
| (d) | Thereafter, any additional amounts that we distribute will be paid 87.5% to stockholders and 12.5% to the Adviser. |
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 exceed the limitations set forth in Section 205(b)(3) of the Advisers Act. As of both March 31, 2025 and March 31, 2024, no Incentive Fee has been accrued or is payable.
“Contributed Capital” is the aggregate amount of capital contributions that have been made by all stockholders in respect of their shares of our common stock. All distributions (or deemed distributions) to stockholders, including investment income (i.e., proceeds received in respect of interest payments, dividends and fees) and proceeds attributable to the repayment or disposition of any investment, to stockholders will be considered a return of Contributed Capital. Unreturned Contributed Capital equals aggregate Contributed Capital minus cumulative distributions but is never less than zero.
The term “distribution” includes all distributions of our assets including in respect of proceeds from the full or partial realization of our investments and income from investing activities and may include amounts treated as return of capital, ordinary income and capital gains for accounting, tax and/or other purposes.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including changes in interest rates. We invest primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we will value these investments at fair value as determined in good faith by the Adviser, overseen by the Board, in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make.
In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.
Interest Rate Risk
Based on our Consolidated Statement of Assets and Liabilities as of March 31, 2025, the following table shows the annualized impact on net investment income of hypothetical base rate changes in interest rates (considering interest rate floors and ceilings for floating rate instruments assuming no changes in our investment and borrowing structure) in thousands.
| Basis Point Change | Interest Income | Interest Expense | Net Income | |||||||||
| -25 Basis Points | (319 | ) | (93 | ) | (226 | ) | ||||||
| Base Interest Rate | - | - | - | |||||||||
| +100 Basis Points | 1,275 | 372 | 903 | |||||||||
| +200 Basis Points | 2,549 | 744 | 1,805 | |||||||||
| +300 Basis Points | 3,850 | 1,116 | 2,734 | |||||||||
This analysis is indicative of the potential impact on our investment income as of March 31, 2025, assuming an immediate and sustained change in interest rates as noted. However, this analysis does not adjust for potential changes in our portfolio or our borrowing facility after March 31, 2025 nor does it take into account any changes in the credit performance of our loans that might occur should interest rates change.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of March 31, 2025 (the end of the period covered by this report), our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the 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 the desired control objectives.
(b) Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Neither we nor the Adviser are currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or the Adviser. From time to time, we or the Adviser may be a party to certain legal proceedings in the ordinary course of business, including, without limitation, proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our and the Adviser’s business is also subject to extensive regulation, which may result in regulatory proceedings against us and/or the Adviser. The outcome of any legal or regulatory proceedings cannot be predicted with certainty, and there can be no assurance whether any such proceedings will have a material adverse effect on our or the Adviser’s financial condition or results of operations in any future reporting period.
Item 1A. Risk Factors
You should carefully consider the risks referenced below and all other information contained in this Quarterly Report on Form 10-Q, including our interim consolidated financial statements and the related notes thereto, before making a decision to purchase our securities. Any such risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the value of our securities.
In addition to the other information set forth in this report, you should carefully consider the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 (filed with the SEC on March 28, 2025), which could materially affect our business, financial condition or operating results.
Changes to United States tariff and import/export regulations may have a negative effect on our portfolio companies.
The United States has recently enacted and proposed to enact significant new tariffs. Additionally, there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs, creating significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us, including the value of our investments in such companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Equity Securities
Except as previously reported by the Company on its current reports on Form 8-K, the Company did not sell any securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the three months ended March 31, 2025.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information
| (a) | None |
| (b) | None |
| (c) | During
the fiscal quarter ended March 31, 2025, none of our directors or executive officers |
We have
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Item 6. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
| (1) | Previously filed as an exhibit to Amendment No. 2 to the Registrant’s Registration Statement on Form 10 (File No. 000-56068) filed with the SEC on August 16, 2019. |
| (2) | Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2020. |
| * | Filed herewith. |
| ** | Furnished herewith. |
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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.
| Muzinich BDC, Inc. | |||
| Date: May 13, 2025 | By: | /s/ Jeffrey Youle | |
| Name: | Jeffrey Youle | ||
| Title: | Chief Executive Officer | ||
| Date: May 13, 2025 | By: | /s/ Paul Fehre | |
| Name: | Paul Fehre | ||
| Title: | Chief Financial Officer | ||
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