UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For the fiscal year ended
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Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act ( 15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s proxy statement for the 2025 annual meeting of stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference in Part III.
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CRESCENT PRIVATE CREDIT INCOME CORP.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024
Table of Contents
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PART II |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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PART III |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Certain Relationships and Related Transactions, and Director Independence |
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PART IV |
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Signatures |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Crescent Private Credit Income Corp (together, with its consolidated subsidiaries, the “Company," “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
Although we believe that the assumptions on which these forward-looking statements are based upon are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, 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 Annual Report and should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Annual Report or other information incorporated herein by reference, as applicable. 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. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including registration statements on Form N-2, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are an investment company.
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SUMMARY OF RISK FACTORS
The following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. The following should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth in the section titled “Item 1A. Risk Factors” in this report.
Risks Related to Our Business and Structure
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Risks Related to Our Investments
Risks Relating to an Investment in Our Common Shares
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PART I
In this Annual Report, except where the context suggests otherwise, the terms “CPCI,” “we,” “us,” “our,” “the Fund,” and “the Company” refer to Crescent Private Credit Income Corp. The terms “Adviser” and “our investment adviser” refers to Crescent Cap NT Advisors, LLC, a Delaware limited liability company. The terms “Administrator” and “our administrator” refers to CCAP Administration, LLC, a Delaware limited liability company. The term “Crescent” refers to Crescent Capital Group LP and its affiliates. Unless otherwise noted, numerical information relating to Crescent is approximate as of December 31, 2024.
ITEM 1. BUSINESS
General
We were formed on November 10, 2022, as a Maryland corporation. We were organized to invest primarily in directly originated assets, including debt securities and related equity investments, made to or issued by U.S. middle-market companies. Our primary focus is to invest in companies with EBITDA of $35 million to $120 million; however, we may invest in larger or smaller companies. To a lesser extent, we may make investments in syndicated loans and other liquid credit opportunities, including in publicly traded debt instruments, for cash management purposes, while also presenting an opportunity for attractive investment returns.
We have filed an election to be regulated as a BDC under the Investment Company Act. We also have elected to be treated, and intend to qualify annually to be treated, as a RIC under Subchapter M of the Internal Revenue Code of 1986 (the “Code”). As a BDC and a RIC, we will be required to comply with certain regulatory requirements.
Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation through debt and related equity investments. We seek to meet our investment objectives by:
Our investment philosophy emphasizes capital preservation through credit selection and risk mitigation. We expect our targeted portfolio to provide downside protection through conservative capital structures with meaningful cash flow and interest coverage, priority in the capital structure and information requirements.
Under normal circumstances, we will invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies).
Most of our investments will be in private U.S. companies (we generally have to invest at least 70% of our total assets in “qualifying assets,” including privately-offered loans, equity and debt securities issued by private U.S. companies or certain public companies); we also expect to invest to some extent in non-U.S. companies, but we do not expect to invest in emerging markets. We believe that our liquid credit investments will help maintain liquidity to satisfy any share repurchases we choose to make in our sole discretion and manage cash before investing subscription proceeds into directly originated loans while also seeking attractive investment returns. We expect these investments to enhance our risk/return profile and serve as a source of liquidity for us.
We invest primarily in directly originated assets, including first lien senior secured and unitranche loans, second lien senior secured loans, subordinated secured and unsecured loans, subordinated debt, which in some cases includes an equity component and preferred component and other types of credit instruments, made to or issued by U.S. middle-market companies. The first and second lien senior secured loans generally have terms of five to eight years. In connection with our first and second lien senior secured loans, we generally receive security interests in certain assets of our portfolio companies that could serve as collateral in support of the repayment of such loans. First and second lien senior secured loans generally have floating interest rates, which may have interest rate floors, and also may provide for some amortization of principal and excess cash flow payments, with the remaining principal balance
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due at maturity. To a lesser extent, we may make investments in syndicated loans and other liquid credit investment opportunities, including in publicly traded debt instruments, for cash management purposes, while also presenting an opportunity for attractive investment returns. For purposes of our investment strategy, “credit instruments” may include distressed securities, securitized products, notes, bills, debentures, bank loans, convertible and preferred securities, and government and municipal obligations. We may also invest in foreign instruments and illiquid and restricted securities. Our portfolio of credit instruments may also include equity interests such as common stock, preferred stock, warrants or options, which generally would be obtained as part of providing a broader financing solution.
Most of the debt investments we invest in are unrated or rated below investment grade, which is often an indication of size, credit worthiness and speculative nature relative to the capacity of the borrower to pay interest and principal. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Generally, if our unrated investments were rated, they would be rated below investment grade. Below investment grade securities have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and are illiquid.
We may enter into interest rate, foreign exchange, and/or other derivative arrangements to hedge against interest rate, currency, and/or other credit related risks through the use of futures, swaps, options and forward contracts. We do not generally intend to enter into any such derivative agreements for speculative purposes. These hedging activities are subject to the applicable legal and regulatory compliance requirements; however, there can be no assurance any hedging strategy employed will be successful. We may also seek to borrow capital in local currency as a means of hedging non-U.S. dollar denominated investments.
We may borrow money from time to time within the levels permitted by the Investment Company Act (up to 150% of asset coverage requirement). In determining whether to borrow money, we analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. The use of borrowed funds or the proceeds of preferred stock offerings to make investments would have its own specific set of benefits and risks, and all of the costs of borrowing funds or issuing preferred stock would be borne by holders of our common stock. See “Risk Factors—Risks Relating to Our Business and Structure—Our strategy involves a high degree of leverage. We intend to continue to finance our investments with borrowed money, which magnifies the potential for gain or loss on amounts invested and increases the risk of investing in us. The risks of investment in a highly leveraged fund include volatility and possible distribution restrictions”.
We currently intend to pay regular monthly distributions. However, any distributions we make will be at the sole discretion of our Board, which will consider factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, our distribution rates and payment frequency may vary from time to time.
Our Investment Adviser and Our Administrator
Our investment activities are managed by Crescent Cap NT Advisors, LLC, an affiliate of Crescent and an investment adviser registered with the SEC under the Investment Advisers Act of 1940 (the “Advisers Act”). Our investment adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. Our administrator, CCAP Administration LLC, an affiliate of Crescent, provides certain administrative and other services necessary for us to operate. CCAP Administration LLC, has served as the administrator of Crescent Capital BDC, Inc. (“CCAP”), a publicly-traded BDC affiliated with us, since 2015.
About Crescent
Crescent is a global credit investment manager with over $45 billion of assets under management. Crescent Capital Corporation, a predecessor to the business of Crescent, was formed in 1991 by Mark Attanasio and Jean-Marc Chapus as an asset management firm specializing in below-investment grade debt securities. With its headquarters in Los Angeles, Crescent has over 230 employees based in five offices in the U.S. and Europe. Messrs. Attanasio and Chapus head Crescent’s management committee, which oversees all of Crescent’s operations. On January 5, 2021, Sun Life Financial Inc. (together with its subsidiaries and joint ventures, “Sun Life”) acquired a majority interest in Crescent (the “Sun Life Transaction”). There were no changes to our investment objectives, strategies and process or to the Crescent team responsible for the investment operations as a result of the Sun Life Transaction.
Our objective is to bring Crescent’s leading credit investment platform to the non-exchange traded BDC industry.
Market Opportunity
We believe that current and future market conditions will present attractive opportunities for us to invest in liquid and illiquid credit. We believe the below investment grade fixed income universe is inherently less efficient and less well serviced than other parts of the capital markets, ratings are less predictive of risk, the number of participants is limited, and the companies issuing debt require a more deliberate and focused investment underwriting. Private credit as an asset class has grown considerably since the global financial crisis of 2008. We expect this growth to continue and, along with the factors outlined below, to provide a robust backdrop to what Crescent believes will be a significant number of attractive investment opportunities aligned to our investment strategy.
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Attractive Opportunities in Senior Secured Loans. We believe that opportunities in senior secured loans are significant because of the strong defensive characteristics of this asset class. While there is inherent risk in investing in any securities, senior secured loans benefit from their priority position, typically sitting as the most senior obligation in an issuer’s or borrower’s capital structure. Senior secured loans generally consist of floating rate cash interest payments that Crescent believes can be an attractive return attribute in a rising interest rate environment. In addition to a current income component, senior secured loans typically include original issue discount, closing payments, commitment fees, SOFR (or other benchmark interest rate) floors, call protection, and/or prepayment penalties and related fees that are additive components of total return. The seniority and security of a senior secured loan, coupled with the privately negotiated nature of direct lending, are helpful mitigants in reducing downside risk. Further, these investments are secured by the issuer’s or borrower’s assets, and often have restrictive covenants for the purpose of additional principal protection and ensuring repayment before junior creditors. These attributes have contributed to the comparatively strong record of recovery after a default, as senior secured loans have historically demonstrated a higher recovery rate than unsecured parts of an issuer’s capital structure.
Large and Growing Target Market. According to the National Center for the Middle Market, there were nearly 200,000 middle market companies in the United States with annual revenues between $10 million and $1 billion as of December 31, 2024. This market, which employs approximately 48 million people and represents one-third of private sector GDP in the United States, has generated a significant number of investment opportunities for investment vehicles advised by Crescent and its affiliates over the past three decades, and we believe that this market segment will continue to produce significant investment opportunities for us.
Consistent, Strong Leveraged Buyout Volumes Driving Demand. According to Leveraged Commentary and Data (“LCD”), a part of Pitchbook, leveraged buyout transaction volume in the United States has experienced significant growth over the past decade. We believe that the private equity markets will remain active, in part due to the significant amount of uninvested capital available to private equity funds. According to Preqin, as of September 30, 2024, private equity funds globally had over $1 trillion of capital available for new investments. This large pool of private equity capital will be used for future investments, which will require debt financing. The potential for a significant amount of private equity investment activity comes at a time when Crescent believes that the supply of private debt fund capital, while growing, is relatively limited. According to Preqin, the amount of private debt fund capital available globally as of September 2024 was approximately $277 billion, representing just over 25% of the available private equity capital.
Increasing activity in the leveraged buyout market suggests greater demand for various forms of private, direct debt solutions. Moody’s Investors Services estimates the private credit market to reach at least $2.0 trillion by 2027. We believe that the current levels of private equity activity present attractive investment opportunities for middle-market lenders with dedicated pools of committed capital to deploy, and Crescent’s ability to compete for these opportunities on the basis of size, certainty of execution and deep relationships with hundreds of private equity sponsors, affords us advantages.
Sponsor-Backed Middle Market Companies Attracted to Private Credit Solutions. Private equity firms continue to allocate an increasing share of their financings to direct lenders over the syndicated debt markets. As private credit has grown in size, the ability to commit to and hold larger debt tranches has led to market share gains. One driver of the market share gains is the fact that private credit typically provides for greater certainty of execution, particularly in periods of market volatility, relative to the syndicated credit markets, with one or more private credit lenders committing to an entire tranche and / or capital structure, significantly reducing the market risk typically associated with a broadly syndicated deal.
Experience in Private Credit
We believe that we have the following strengths:
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The Board
Overall responsibility for our oversight rests with the Board. We have entered into our Investment Advisory and Management Agreement with our investment adviser, pursuant to which our investment adviser will manage us on a day-to-day basis. The Board is responsible for overseeing our investment adviser and other service providers in our operations in accordance with the provisions of the Investment Company Act, our Third Amended and Restated Articles of Amendment and Restatement (the “charter"), our Second Amended and Restated Bylaws (the “bylaws") and applicable provisions of state and other laws. Our investment adviser keeps the
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Board well informed as to our investment adviser’s activities on our behalf and our investment operations and provide the Board information with additional information as the Board may, from time to time, request. The Board is currently composed of five members, three of whom are directors who are not “interested persons” of us or our investment adviser as defined in the Investment Company Act.
Investment Selection
Crescent’s investment philosophy was developed over 30 years ago and has remained consistent and relevant throughout a number of economic cycles. We are managed using a similar investment philosophy used by the investment professionals of Crescent in respect of its other investment funds.
This investment philosophy involves, among other things:
The foundation of Crescent’s investment philosophy is intensive credit investment analysis, a portfolio management discipline based on both market technicals and fundamental value-oriented research, and a diversification strategy. Crescent also recognizes the importance of considering ESG factors in the investment-decision making process in accordance with its ESG policy. We follow a rigorous investment process based on:
We seek to identify those companies exhibiting superior fundamental risk-reward profiles and strong defensible business franchises while focusing on the relative value of the investment across the industry as well as for the specific company.
Investment Process Overview
Sourcing Investment Opportunities
Crescent’s investment strategy is to focus on generating the widest universe of deal flow and to apply a consistent and rigorous approach to investment due diligence in order to select what it considers to be the most appealing opportunities. The investment adviser will seek to generate investment opportunities primarily through direct origination channels, as well as through syndicated and club deals.
For illiquid credit, Crescent employs a multi-channel approach to direct origination, which includes relationships with financial sponsors, management teams, lawyers, accountants, intermediaries and mergers and acquisitions advisors. Crescent has reviewed, on average during the last five years, over 1,600 distinct U.S. direct lending transaction opportunities annually, with a closing ratio of less than 3% of transactions reviewed.
For liquid credit, Crescent screens for attractive opportunities in the primary and secondary investment universe of nearly 1,200 bank loan and over 900 high yield issuers. Due to Crescent's scale and relationships, it believes that it sees substantially all new issues in the bank loan and high yield bond markets. As such, the investment team members have familiarity with the universe of issuers which facilitates both primary and secondary idea generation.
Investment Decision Process
Through its affiliation with Crescent, the investment adviser has access to origination capabilities and research resources, experienced investment professionals, internal information systems and a credit analysis framework and investment process. Over the years, Crescent has designed its investment process to seek investments which it believes have the most attractive risk/reward characteristics. The process involves multiple levels of review and is coordinated in an effort to identify risks in potential investments. Our investment adviser applies Crescent’s expertise to screen our investment opportunities as described below. Depending on the type of investment and the borrower, our investment adviser may apply all or some of these levels of review, in its discretion. Based upon a favorable outcome of the diligence process described below, our investment adviser’s investment committee will make a final decision on such investment and such investment will only be funded after approval by the investment adviser’s investment committee.
Private Credit Originations: New private credit investment opportunities are initially reviewed by a Crescent senior investment professional to determine whether additional consideration is warranted. Factors influencing this decision include fundamental
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business considerations, including borrower industry, borrower financial leverage and cash flows and quality of management as well as private equity sponsor involvement (if any). In the event of an initial positive review, potential investments are further reviewed with senior and junior investment professionals. If the team agrees on the fundamental attractiveness of the investment, the review phase proceeds with preliminary due diligence and financial analyses. At this point, Crescent utilizes its credit analysis methodology to outline credit and operating statistics and identify key business characteristics and risks through available diligence materials in addition to dialogue with company management and the proposed private equity sponsor (if any). Following this analysis, Crescent considers an initial structure and pricing proposal for the investment and preliminarily informs the broader investment team of such proposal.
After satisfactory preliminary analysis and review, further due diligence continues, including completion of credit analysis, on-site due diligence (if deemed necessary), visits and meetings with management, and could include consultation with third-party experts. The credit analysis is a detailed, bottom-up analysis on the proposed portfolio company that generally includes an assessment of its industry, market, competition, products, services, management and the equity sponsor or owner. Detailed financial analysis is also performed at this stage with a focus on historical financial results. Projected financial information developed by the proposed portfolio company is analyzed and sensitized based upon the portfolio company’s historical results and assessment of the portfolio company’s future prospects. The sensitivity analysis highlights the variability of revenues and earnings, “worst case” debt service coverage and available sources of liquidity. As part of the overall evaluation, comparisons are made to similar companies to help assess a portfolio company’s asset and enterprise value coverage of debt, interest servicing capacity and competitive strength within its industry and market. Additionally during this stage, Crescent typically works with the management of the proposed portfolio company and its other capital providers to develop the structure of an investment, including negotiating among these parties on how the investment is expected to perform relative to the other forms of capital in its capital structure.
Syndicated Investments: For syndicated investments, Crescent seeks to pursue an investment process based upon evaluation of the credit fundamentals of issuers. The foundation of this process is the “bottom-up” credit research process that Crescent employs across multiple strategies. In selecting investments, Crescent’s investment professionals perform comprehensive analysis of credit worthiness, including an assessment of the business, an evaluation of management, an analysis of business strategy and industry trends, an examination of financial results and projections and a review of the security’s proposed terms. Credit research is a critical component of the investment process. In selecting investments, Crescent’s respective portfolio management teams analyze opportunities with an emphasis on principal preservation (i.e., an issuer’s ability to service its debt and maintain cash flow).
Investment Funding
Upon completion of the investment decision process described above, the investment team working on an investment delivers a memorandum to the investment adviser’s investment committee. Once an investment has been approved by the investment committee, the investment adviser moves through a series of steps with the respective investment team towards negotiation of final documentation.
On-Going Relationships with and Monitoring of Portfolio Companies
The investment adviser monitors our portfolio companies on an ongoing basis. The investment adviser monitors the financial trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action for each company. The investment adviser has a number of methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
As part of the monitoring process, our investment adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk assessment may not be comparable to ones used by our competitors. Our assessment is based on the following categories:
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Managerial Assistance
As a BDC, we must offer, and must provide upon request, significant managerial assistance to certain of our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. CCAP Administration LLC or Crescent Cap NT Advisors, LLC may provide all or a portion of this assistance, the costs of which will be reimbursed by us. We may receive fees for these services.
Exit
In addition to payments of principal and interest, we expect the primary methods for the strategy to realize returns on its investments include refinancings, sales of portfolio companies, and in some cases initial public offerings and secondary offerings. While many debt securities in which we will invest have stated maturities up to ten years, virtually all are redeemed or sold prior to maturity. These securities may have call protection that requires an issuer to pay a premium if it redeems in the early years of an investment. However, there is no assurance that our investments will achieve realization events as a result of refinancings, sales of portfolio companies or public offerings and these realization events will become more unlikely when conditions in the loan and capital markets have deteriorated.
Crescent’s team of investment professionals regularly review investments and related market conditions in order to determine if an opportunity exists to realize returns on a particular investment. We believe the ability to utilize the entire resources of Crescent, including the public market traders and research analysts, allows our investment adviser to gain access to current market information where the opportunity may exist to sell positions into the market at attractive prices.
Allocation of Investment Opportunities
General
Crescent, including our investment adviser, provides or may provide investment management services to other BDCs, registered investment companies, investment funds, client accounts and proprietary accounts that Crescent may establish.
Crescent and our investment adviser have adopted an investment allocation policy designed to ensure that all investment opportunities are, to the extent practicable and in accordance with the Advisers Act, allocated among its clients on a basis that over a period of time is fair and equitable to each client relative to other clients as well as a co-investment policy designed to ensure fair allocation of co-investment opportunities amongst its clients. Subject to the Advisers Act, certain other clients may receive certain priority or other allocation rights with respect to certain investments, subject to various conditions set forth in such other clients’ respective governing agreements and the requirements of our Co-Investment Exemptive Order (as defined below).
In addition, as a BDC regulated under the Investment Company Act, we are subject to certain limitations relating to co-investments and joint transactions with affiliates, which likely in certain circumstances limit our ability to make investments or enter into other transactions alongside other clients.
Co-Investment Relief
Our investment adviser has received the Co-Investment Exemptive Order from the SEC that permits us and other BDCs and registered closed-end management investment companies managed by Crescent to co-invest in portfolio companies with each other and with affiliated investment funds (the “Co-Investment Exemptive Order”). Co-investments made under the Co-Investment Exemptive Order are subject to compliance with certain conditions and other requirements, which could limit our ability to participate in a co-investment transaction. We may also otherwise co-invest with funds managed by Crescent or any of its downstream affiliates, subject to compliance with existing regulatory guidance, applicable regulations and our allocation procedures. There can be no guarantee that the Co-Investment Exemptive Order will be further extended.
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Competition
Our primary competitors include public and private funds, commercial and investment banks, commercial finance companies, other BDCs and private equity funds, each of which we compete with for financing opportunities. Some of our competitors are substantially larger and have considerably greater financial and marketing resources than we do. For example, some competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider more investments and establish more relationships than we do. Furthermore, many of our competitors are not subject to the regulatory restrictions that the Investment Company Act imposes on us as a BDC. For more information concerning the competitive risks we face, see “Risk Factors—Risks Relating to Our Business and Structure—We operate in an increasingly competitive market for investment opportunities, which could make it difficult for us to identify and make investments that are consistent with our investment objectives.”
We believe that the relationships of the members of our investment adviser’s investment committee and of the investment professionals of Crescent enable us to learn about, and compete effectively for, financing opportunities with attractive middle-market companies in the industries in which we seek to invest. We believe that Crescent’s professionals’ deep and long-standing direct sponsor relationships and the resulting proprietary transaction opportunities that these relationships often present, provide valuable insight and access to transactions and information. We use the industry information of Crescent’s investment professionals to which we have access to assess investment risks and determine appropriate pricing for our investments in portfolio companies.
Non-Exchange Traded, Perpetual-Life BDC
We are a non-exchange traded BDC, meaning our shares are not listed for trading on a stock exchange or other securities market and a perpetual-life BDC, meaning we are an investment vehicle of indefinite duration, whose common shares are intended to be sold monthly on a continuous basis at a price generally equal to our monthly NAV per share. In our perpetual-life structure, we intend to offer investors an opportunity to have us repurchase their shares on a quarterly basis, but we are not obligated to offer to repurchase any in any particular quarter or at all at our discretion. We believe that our perpetual nature enables us to execute a patient and opportunistic strategy and be able to invest across different market environments. This may reduce the risk of our being a forced seller of assets in market downturns compared to non-perpetual funds. While we may consider a liquidity event at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by our charter or otherwise to effect a liquidity event at any time.
Emerging Growth Company
We are an “emerging growth company,” as defined by the JOBS Act. As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies. For so long as we remain an emerging growth company, we will not be required to have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).
In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. This means that an emerging growth company can delay adopting certain accounting standards until such standards are otherwise applicable to private companies.
We will remain an emerging growth company for up to five years, or until the earliest of: (1) the last date of the fiscal year during which we had total annual gross revenues of $1 billion or more; (2) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (3) the date on which we are deemed to be a “large accelerated filer” as defined under Rule 12b-2 under the Exchange Act.
We do not believe that being an emerging growth company will have a significant impact on our business. As stated above, we have elected to opt in to the extended transition period for complying with new or revised accounting standards available to emerging growth companies. Also, because we are not a large accelerated filer or an accelerated filer under Section 12b-2 of the Exchange Act, and will not be for so long as our Common Shares are not traded on a securities exchange, we will not be subject to the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act even once we are no longer an emerging growth company. In addition, so long as we are externally managed by our investment adviser and we do not directly compensate our executive officers, or reimburse our investment adviser or its affiliates for the salaries, bonuses, benefits and severance payments for persons who also serve as one of our executive officers or as an executive officer of our investment adviser, we do not expect to include disclosures relating to executive compensation in our periodic reports or proxy statements and, as a result, do not expect to be required to seek stockholder approval of executive compensation and golden parachute compensation arrangements pursuant to Section 14A(a) and (b) of the Exchange Act.
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Staffing
We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees or affiliates of our investment adviser, Crescent Cap NT Advisors, LLC, and our administrator, CCAP Administration LLC, each of which is an affiliate of Crescent, pursuant to the terms of our Investment Advisory and Management Agreement and our Administration Agreement, respectively, each as described below. Each of our executive officers is an employee or affiliate of our investment adviser or our administrator. We reimburse both our investment adviser and our administrator for a certain portion of expenses incurred in connection with such staffing, as described in more detail below. Because we have no employees, we do not have a formal employee relations policy.
Regulation as a BDC
We have elected to be regulated as a BDC under the Investment Company Act and have elected to be treated as a RIC under the Code. As with other companies regulated by the Investment Company Act, a BDC must adhere to certain substantive regulatory requirements.
Independent Directors. The Investment Company Act also requires that a majority of our directors be persons other than “interested persons,” as that term is defined in Section 2(a)(19) of the Investment Company Act, referred to herein as “independent directors.” In addition, the Investment Company Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless that change is approved by holders of at least a majority of our outstanding voting securities. Under the Investment Company Act, the vote of holders of at least a “majority of outstanding securities” means the vote of the holders of the lesser of (a) 67% or more of the outstanding Common Shares present at a meeting or represented by proxy if holders of more than 50% of the Common Shares are present or represented by proxy or (b) more than 50% of the outstanding Common Shares.
Investment Limitations. We also do not intend to acquire securities issued by any investment company that exceed the limits imposed by the Investment Company Act. Under these limits, we generally cannot acquire more than 3% of the voting stock of any investment company (as defined in the Investment Company Act), invest more than 5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of investment companies in the aggregate unless certain conditions are met. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such investments might subject our common stockholders to additional expenses.
Asset Coverage Ratio; Senior Securities. Certain provisions of the Investment Company Act allow a BDC to increase the maximum amount of leverage it may incur by reducing the asset coverage ratio of 200% to an asset coverage ratio of 150% if certain requirements are met. We may borrow amounts or issue debt securities or preferred stock, which we refer to collectively as “senior securities,” such that our asset coverage, as calculated pursuant to the Investment Company Act, equals at least 150% immediately after such borrowing (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). Our sole initial stockholder has previously approved a proposal that allows us to reduce our asset coverage ratio applicable to senior securities from 200% to 150%. The following discussion is a general summary of the material prohibitions and restrictions governing BDCs generally. It does not purport to be a complete description of all of the laws and regulations affecting BDCs.
Qualifying Assets. Under the Investment Company Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the Investment Company Act (“Qualifying Assets”), unless, at the time the acquisition is made, Qualifying Assets represent at least 70% of the company’s total assets. The principal categories of Qualifying Assets relevant to our business are any of the following:
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In addition, a BDC must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.
Temporary Investments. Pending investment in other types of Qualifying Assets, as described above, our investments can consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which are referred to herein, collectively, as temporary investments, so that 70% of our assets would be Qualifying Assets.
Code of Ethics. We and Crescent Cap NT Advisors, LLC have each adopted a code of ethics pursuant to Rule 17j-1 under the Investment Company Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. Our code of ethics is filed as an exhibit to our registration statement. For information on how to obtain a copy of the code of ethics, see “Available Information” below.
Affiliated Transactions. We may be prohibited under the Investment Company Act from conducting certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. Crescent has received the Co-Investment Exemptive Order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain affiliates of our investment adviser and certain funds managed and controlled by our investment adviser and its affiliates, subject to certain terms and conditions. In addition, certain Crescent-managed funds may have investment objectives that compete or overlap with, and may from time to time invest in asset classes similar to those targeted by, us. Consequently, we, on the one hand, and these other entities, on the other hand, may from time to time pursue the same or similar capital and investment opportunities. Crescent and our investment adviser endeavor to allocate investment opportunities in a fair and equitable manner, and in any event consistent with any fiduciary duties owed to us. Nevertheless, it is possible that we may not be given the opportunity to participate in certain investments made by investment funds managed by investment managers affiliated with Crescent (including our investment adviser). In addition, there may be conflicts in the allocation of investments among us and the funds managed by investment managers affiliated with Crescent (including our investment adviser) or one or more of our controlled affiliates or among the funds they manage, including investments made pursuant to the Co-Investment Exemptive Order. Further, in the future, such other Crescent-managed funds may hold positions in portfolio companies in which we have also invested. Such investments may raise potential conflicts of interest between us and such other Crescent-managed funds, particularly if we and such other Crescent-managed funds invest in different classes or types of securities or investments of the same underlying portfolio company. In that regard, actions may be taken by such other Crescent-managed funds that are adverse to our interests, including, but not limited to, during a restructuring, bankruptcy or other insolvency proceeding or similar matter occurring at the underlying portfolio company.
Other. We will be periodically examined by the SEC for compliance with the Investment Company Act, and be subject to the periodic reporting and related requirements of the Exchange Act.
We are also required to provide and maintain a bond issued by a reputable fidelity insurance company to protect against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our common stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
We are also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.
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We are not permitted to change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the Investment Company Act as the lesser of: (i) 67% or more of such company’s shares present at a meeting if more than 50% of the outstanding shares of such company are present or represented by proxy, or (ii) more than 50% of the outstanding shares of such company.
Financial Condition, Liquidity and Capital Resources
The primary uses of our cash and cash equivalents are for (1) investments in portfolio companies and other investments; (2) the cost of operations (including paying the Adviser and expense reimbursements paid to the Administrator); (3) debt service, repayment, and other financing costs; and (4) future cash distributions to the holders of our common stock. We expect to generate additional liquidity from (1) future offerings of securities, (2) future borrowings and (3) cash flows from operations, including investment sales and repayments as well as income earned on investments.
Compensation of Our Investment Adviser
Our investment adviser’s services under the Investment Advisory and Management Agreement are not exclusive, and our investment adviser is free to furnish similar or other services to others so long as its services to us are not impaired. Under the terms of the Investment Advisory and Management Agreement, our investment adviser is entitled to receive a base management fee and may also receive incentive fees, as discussed below. The cost of both the management fee and the incentive fee will ultimately be borne by the stockholders.
Our investment adviser waived its base management fee from inception through April 30, 2024 and began charging its base management fee on the value of the Company's net assets as of May 1, 2024 on the terms set forth in the Investment Advisory and Management Agreement. Our investment adviser voluntarily agreed to waive incentive fees from the Company's inception through December 31, 2024.
Base Management Fee
The management fee is payable monthly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Investment Advisory and Management Agreement, net assets means our total net assets, determined on a consolidated basis in accordance with accounting principles generally accepted in the U.S. (“GAAP”), and appropriately adjusted for any share issuances or repurchases during the current calendar month. For example, assuming there were 30 days in a calendar month, if we sold shares on the first day of the month, our net asset value for such month would give effect to the net proceeds of the issuance for the 30 days of the month during which the additional shares were outstanding. If we repurchased shares on the 25th day of the month, our net asset value for such month would give effect to the repurchase for the five days of the month during which such shares were no longer outstanding. For the first calendar month in which we had operations, May 2023, net assets were measured as the beginning net assets as of the effective date of the Investment Advisory and Management Agreement. Substantial additional fees and expenses may also be charged by the administrator to us, which is an affiliate of our investment adviser, for our allocable portion of overhead expenses under the Administration Agreement.
Incentive Fee
The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below.
Incentive Fee Based on Income
The portion based on our income is based on pre-incentive fee net investment income, as defined in the Investment Advisory and Management Agreement, for the quarter. “Pre-incentive fee net investment income” means, as the context requires, either the dollar value of, or percentage rate of return on the value of our net assets in accordance with GAAP at the end of the immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses accrued for the quarter (including the base management fee, expenses payable under the Administration Agreement entered into between us and our administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee and any stockholder servicing and/or distribution fees).
Pre-incentive fee net investment income returns include, in the case of investments with a deferred interest feature (such as market or original issue discount, debt investments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from pre-incentive fee net investment income.
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Pre-incentive fee net investment income returns, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The income-based incentive fee is charged on income earned by us prior to distribution to investors.
We pay our investment adviser an incentive fee quarterly in arrears with respect to our pre-incentive fee net investment income in each calendar quarter as follows:
The following is a graphical representation of the calculation of the income based fee:
Pre-Incentive Fee Net Investment Income
(expressed as a percentage of the value of net assets)
Incentive Fee Based on Capital Gains
The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals:
Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. We will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to our investment adviser if we were to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory and Management Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.
The fees that are payable under the Investment Advisory and Management Agreement for any partial period will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant quarter.
For the purposes of calculating the incentive fee under the Investment Advisory and Management Agreement, these calculations are appropriately prorated and adjusted for any share issuances or repurchases during the relevant quarter, if applicable. For example, assuming there were 90 days in a calendar quarter, if we sold shares on the 31st day of the quarter, our pre-incentive fee net investment income returns, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, for such quarter would give effect to the net proceeds of the issuance for the 60 days of the quarter during which the additional shares were outstanding. If we repurchased shares on the 85th day of the quarter, our pre-incentive fee net investment income returns, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, for such quarter would give effect to the repurchase for the five days of the month during which such shares were no longer outstanding.
Administration Agreement
Our Board, including a majority of our independent directors, also approved the continuation of our Administration Agreement with our administrator, at a board meeting held on February 13, 2025. Pursuant to the Administration Agreement, the administrator furnishes us with administrative services. These services include providing us with office facilities, equipment, clerical,bookkeeping and record keeping services, maintaining financial and other records, preparing reports to stockholders and reports and other materials filed with the SEC or any other regulatory authority, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.Our administrator also will provide on our behalf significant managerial assistance to those portfolio companies to which we are required to provide such assistance. Certain of these services are
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reimbursable to our administrator under the terms of the Administration Agreement. In addition, our administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties. To the extent our administrator outsources any of its functions, we pay the fees associated with such functions on a direct basis, without profit to our administrator. The Administration Agreement may be terminated by either party without penalty on 60 days’ written notice to the other party.
No person who is an officer, director or employee of our administrator or its affiliates and who serves as a director receives any compensation for his or her services as a director. However, we reimburse our administrator (or its affiliates) for an allocable portion of the costs, expenses, compensation and benefits paid by our administrator or its affiliates to our chief compliance officer, chief financial officer, general counsel and secretary, their respective staffs and operations personnel who provide services to us; provided that such reimbursement does not conflict with Section 7.8 of our charter. The allocable portion of the compensation for these officers and other professionals are included in the administration expenses paid to our administrator. Directors who are not affiliated with our administrator or its affiliates receive compensation for their services and reimbursement of expenses incurred to attend meetings.
Certain Terms of the Investment Advisory and Management Agreement and Administration Agreement
The Administration Agreement has been approved by our Board, including a majority of our independent directors. Unless earlier terminated as described below, the Administration Agreement will remain in effect until May 3, 2026 and will remain in effect from year to year thereafter if approved annually by (i) the vote of our Board, and (ii) the vote of a majority of our independent directors. The Administration Agreement will automatically terminate in the event of assignment. The Administration Agreement may be terminated by either party without penalty upon not less than 60 days’ written notice to the other party. The Investment Advisory and Management Agreement has been approved by our Board, including a majority of our independent directors. Unless earlier terminated as described below, the Investment Advisory and Management Agreement will remain in effect until May 3, 2026, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the vote of our Board, or the vote of a majority of our outstanding voting securities and (b) the vote of a majority of our independent directors. The Investment Advisory and Management Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of stockholders holding a majority of our outstanding voting securities, or by the vote of our directors or by our investment adviser on 120 days’ written notice. The Administration Agreement will automatically terminate in the event of assignment.
Our investment adviser and our administrator have not assumed any responsibility to us other than to render the services called for under each of the Investment Advisory and Management Agreement and Administration Agreement, respectively. Our investment adviser and administrator will not be responsible for any action of the Board in following or declining to follow either our investment adviser’s or our administrator’s advice or recommendations. Under the Investment Advisory and Management Agreement and Administration Agreement, our investment adviser and our administrator, respectively, and each of their officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with our investment adviser or our administrator, and any person controlling or controlled by our investment adviser or our administrator will not be liable to us, any of our subsidiaries, our directors, stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory and Management Agreement and Administration Agreement, respectively, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that our investment adviser and our administrator owe to us under the Investment Advisory and Management Agreement and Administration Agreement, respectively. In addition, as part of each of the Investment Advisory and Management Agreement and Administration Agreement, we have agreed to indemnify our investment adviser and our administrator, respectively, and each of their officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with our investment adviser, from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by each of the Investment Advisory and Management Agreement and Administration Agreement, except where attributable to gross negligence, willful misfeasance, bad faith or reckless disregard of such person’s duties under each of the Investment Advisory and Management Agreement and Administration Agreement. These protections may lead each of our investment adviser and our administrator to act in a riskier manner when acting on our behalf than it would when acting for its own account.
U.S. federal and state securities laws may impose liability under certain circumstances on persons who act in good faith. Nothing in the Investment Advisory and Management Agreement or Administration Agreement will constitute a waiver or limitation of any rights that we may have under any applicable law.
Expense Support and Conditional Reimbursement Agreement
We have entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with our investment adviser. Our investment adviser may elect to pay Expense Payments on our behalf, provided that no portion of an Expense Payment will be used to pay any interest expense or stockholder servicing and/or distribution fees of the Company. Any Expense Payment that our investment adviser has committed to pay must be paid by our investment adviser to us or on behalf of us in any combination of cash or other immediately available funds no later than forty-five days after such election was made in writing by our investment adviser, and/or offset against amounts due from us to our investment adviser or its affiliates.
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Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to our stockholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), we shall pay such Excess Operating Funds, or a portion thereof, to our investment adviser until such time as all Expense Payments made by our investment adviser to or on behalf of us within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by us shall be referred to herein as a “Reimbursement Payment.” Reimbursement Payments are conditioned on (i) an expense ratio (excluding any management or incentive fee) that, after giving effect to the recoupment, is lower than the expense ratio (excluding any management or incentive fee) at the time of the fee waiver or expense reimbursement and (ii) a distribution level (exclusive of return of capital to stockholders, if any) equal to, or greater than, the rate at the time of the waiver or reimbursement. Available Operating Funds means the sum of (i) our net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) our net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to us on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).
Our obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent our investment adviser has waived its right to receive such payment for the applicable month. Reimbursement Payments for a given Expense Payment must be made within three years prior to the last business day of the applicable calendar month. The expense support is measured on a per share class basis.
The Expense Support Agreement provides that no Reimbursement Payment will be made for any calendar month if: (1) the annualized rate (based on a 365-day year) of regular cash distributions per share of common stock declared by the Company exclusive of returns of capital, distribution rate reductions due to distribution and stockholder fees, and any declared special dividends or distributions (the “Effective Rate of Distributions Per Share”) declared by us at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Operating Expense Ratio (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. The “Operating Expense Ratio” is calculated by dividing Operating Expenses (as defined below), less organizational and offering expenses, base management and incentive fees owed to the Adviser, and interest expense, by our net assets. “Operating Expenses” means all of the operating costs and expenses incurred, as determined in accordance with GAAP.
Distributions
We currently intend to pay regular monthly distributions . However, any distributions we make will be at the sole discretion of our Board, which will consider factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, our distribution rates and payment frequency may vary from time to time.
Our Board’s discretion as to the payment of distributions will be directed, in substantial part, by its determination to cause us to comply with the RIC requirements. To maintain our treatment as a RIC, we generally are required to make aggregate annual distributions to our common stockholders of at least 90% of our taxable income and tax exempt interest. See “Description of Our Shares” which is an exhibit to this Annual Report on Form 10-K and “Election to be Taxed as a Regulated Investment Company”.
Distribution and Servicing Plan
On May 4, 2023, the Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”), and on February 13, 2025, the Board approved the continuance of the Distribution and Servicing Plan. The following table shows the stockholder servicing and/or distribution fees we pay the Intermediary Manager (as defined below) with respect to the Class S Common Stock (“Class S shares”) and Class D Common Stock (“Class D shares") on an annualized basis as a percentage of our NAV for such class.
Class of Common Shares |
|
Stockholder Servicing and/or Distribution Fee as a % of NAV |
Class S Shares |
|
0.85% |
Class D Shares |
|
0.25% |
Class I Shares |
|
- |
The stockholder servicing and/or distribution fees are paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month and subject to FINRA and other limitations on underwriting compensation.
The Intermediary Manager will reallow (pay) all or a portion of the stockholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing stockholder services performed by such brokers, and will waive stockholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the stockholder servicing and/or distribution fees with respect to Class S shares or Class D shares are calculated based on the aggregate
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NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under our distribution reinvestment plan.
Eligibility to receive the stockholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S shares or Class D shares: assistance with recordkeeping, answering investor inquiries regarding the Company, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the stockholder servicing and/or distribution fee due to failure to provide these services, the Intermediary Manager will waive the stockholder servicing and/or distribution fee that broker would have otherwise been eligible to receive. The stockholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan, pursuant to which we will reinvest all cash distributions declared by the Company on behalf of our common stockholders who do not elect to receive their dividends in cash as provided below. As a result, if we declare, a cash distribution or other distribution, then our common stockholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash distribution or other distribution. Distributions on fractional shares will be credited to each participating stockholder’s account to three decimal places.
No action is required on the part of a registered stockholder to have his, her or its cash distribution or other distribution reinvested in our shares, except stockholders in certain states. Stockholders can elect to “opt out” of the Company’s distribution reinvestment plan in their subscription agreements (other than Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan). Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional Common Shares.
If any common stockholder initially elects not to participate, they may later become a participant by subsequently completing and executing an enrollment form or any distribution authorization form as may be available from the Company or SS&C GIDS, Inc. (the “Plan Administrator”). Participation in the distribution reinvestment plan will begin with the next distribution payable after acceptance of a participant’s subscription, enrollment or authorization. Shares will be issued under the distribution reinvestment plan as of the first calendar day of the month following the record date of the distribution.
Share Repurchase Program
We have commenced a share repurchase program in which we intend, at the discretion of our Board, to offer to repurchase up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. Our Board may amend, suspend, or terminate the share repurchase program at any time if it deems such action to be in our best interests and those of our common stockholders. For example, in accordance with our directors’ duties to the Company, our Board may amend, suspend or terminate the share repurchase program during periods of market dislocation where selling assets to fund a repurchase could have a materially negative impact on remaining stockholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us that would outweigh the benefit of the repurchase offer. Following any such suspension, the Board will reinstate the share repurchase program when appropriate and subject to our directors’ duties to us. We will conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act, with the terms of such tender offer published in a tender offer statement to be sent to all stockholders and filed with the SEC on Schedule TO. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable month designated by our Board, except that we deduct 2.00% from such NAV for shares that have not been outstanding for at least one year (an “Early Repurchase Deduction”). Such share repurchase prices may be lower than the price at which investors purchase Common Shares in the Offering. The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by us for the benefit of remaining common stockholders.
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Valuation Procedures
We apply Financial Accounting Standards Board ASC 820, Fair Value Measurement (ASC 820), as amended, which establishes a framework for measuring fair value in accordance with GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider our principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:
Level 1—Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access.
Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Investments for which market quotations are readily available are typically valued at those market quotations. To validate market quotations, our investment adviser utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, our investment adviser, as the Board’s valuation designee, determines the fair value of the investments in good faith, based on, among other things, the fair valuation recommendations from investment professionals, the oversight of our Audit Committee and independent third-party valuation firms.
The SEC has adopted Rule 2a-5. Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the Investment Company Act. Pursuant to Rule 2a-5, the Board has designated our investment adviser as valuation designee to perform certain fair value functions, including performing fair value determinations. As required by Rule 2a-5, our investment adviser, as valuation designee, will provide periodic fair valuation reporting and notifications on our behalf to the Board to facilitate the Board’s oversight duties.
Our investment adviser, as the valuation designee, undertakes a multi-step valuation process under the supervision of the Board, which includes, among other procedures, the following:
Investments in investment companies are valued at fair value. Fair values are generally determined utilizing the NAV supplied by, or on behalf of, management of each investment company, which is net of management and incentive fees or allocations charged by the investment company and is in accordance with the “practical expedient”, as defined by ASC 820. NAVs received by, or on behalf of, management of each investment company are based on the fair value of the investment company’s underlying investments in accordance with policies established by management of each investment company, as described in each of their financial statements and offering memorandum. Investments which are valued using NAV as a practical expedient are excluded from the above hierarchy.
We apply the valuation policy approved by the Board that is consistent with ASC 820. Consistent with the valuation policy, our investment adviser, in its capacity as the Board’s valuation designee, evaluates the source of inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), we subject those prices to various criteria in making the determination as to whether a particular investment would qualify for classification as a Level 2 or Level 3 investment. For example, we review pricing methodologies provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained as well as an assessment as to their quality. Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded
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securities and may be subject to contractual and other restrictions on resale. If we were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different from the unrealized gains or losses reflected herein.
Proxy Voting Policies and Procedures
We delegate our proxy voting responsibility to our investment adviser. The Proxy Voting Policies and Procedures of our investment adviser are set forth below. The guidelines are reviewed periodically by our investment adviser and our directors who are not “interested persons” as defined by the Investment Company Act, and, accordingly, are subject to change.
An investment adviser registered under the Advisers Act has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, our investment adviser recognizes that it must vote portfolio securities in a timely manner free of conflicts of interest and in the best interests of its clients.
These policies and procedures for voting proxies are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.
Our investment adviser votes all proxies based upon the guiding principle of seeking to maximize the ultimate long-term economic value of our stockholders’ holdings, and ultimately all votes are cast on a case-by-case basis, taking into consideration the contractual obligations under the relevant advisory agreements or comparable documents, and all other relevant facts and circumstances at the time of the vote. Our investment adviser reviews on a case-by-case basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by us. Although our investment adviser generally votes against proposals that may have a negative impact on our portfolio securities, our investment adviser may vote for such a proposal if there exists compelling long-term reasons to do so.
Our investment adviser’s proxy voting decisions are made by our investment adviser’s investment committee. To ensure that the vote is not the product of a conflict of interest, our investment adviser will require that: (1) anyone involved in the decision making process disclose to our investment adviser’s investment committee, and disinterested directors, any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (2) employees involved in the decision making process or vote administration are prohibited from revealing how the investment adviser intends to vote on a proposal in order to reduce any attempted influence from interested parties.
Privacy Policies
We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is provided to help investors understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
Pursuant to our privacy policy, we will not disclose any non-public personal information concerning any of our stockholders who are individuals unless the disclosure meets certain permitted exceptions under Regulation S-P. We generally will not use or disclose any stockholder information for any purpose other than as required by law.
We may collect non-public information about investors, such as name, address, account number and the types and amounts of investments, and information about transactions with us or our affiliates, such as participation in other investment programs, ownership of certain types of accounts or other account data and activity. We may disclose the information that we collect from our stockholders or former stockholders, as described above, only to our affiliates and service providers and only as allowed by applicable law or regulation. Any party that receives this information will use it only for the services required by us and as allowed by applicable law or regulation, and is not permitted to share or use this information for any other purpose. To protect the non-public personal information of individuals, we permit access only by authorized personnel who need access to that information to provide services to us and our stockholders. In order to guard our stockholders’ non-public personal information, we maintain physical, electronic and procedural safeguards that are designed to comply with applicable law. Non-public personal information that we collect about our stockholders will generally be stored on secured servers. An individual stockholder’s right to privacy extends to all forms of contact with us, including telephone, written correspondence and electronic media, such as the Internet.
Pursuant to our privacy policy, we will provide a clear and conspicuous notice to each investor that details our privacy policies and procedures at the time of the investor’s subscription.
Reporting Obligations and Available Information
Stockholders may obtain copies of our filings with the SEC, free of charge from the website maintained by the SEC at www.sec.gov. Our Internet address is www.crescentprivatecredit.com.We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is
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not incorporated by reference into this Annual Report on Form 10-K, and you should not consider information contained on our website to be part of this Annual Report on Form 10-K.
Election to be Taxed as a Regulated Investment Company
We have elected to be treated, and intend to operate in a manner so as to continuously qualify annually, as a RIC under the Code. As a RIC, we generally will not pay corporate-level U.S. federal income taxes on our net ordinary income or capital gains that we timely distribute (or are deemed to distribute) to our common stockholders as dividends. Instead, dividends we distribute (or are deemed to timely distribute) generally will be taxable to stockholders, and any net operating losses, foreign tax credits and most other tax attributes generally will not pass through to stockholders. We will be subject to U.S. federal corporate-level income tax on any undistributed income and gains. To continue to qualify as a RIC, we must, among other things, meet certain source of income and asset diversification requirements (as described below). In addition, we must distribute to our common stockholders, for each taxable year at least 90% of our “investment company taxable income,” as defined by the Code (the “Annual Distribution Requirement”).
If we:
then we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain (generally, realized net long-term capital gain in excess of realized net short-term capital loss) that we timely distribute (or are deemed to timely distribute) to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any net income or capital gains not distributed (or deemed distributed) to our common stockholders.
We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in preceding years (to the extent that U.S. federal income tax was not imposed on such amounts) less certain over-distributions in the prior year (collectively, the “Excise Tax Requirement”). We can be expected to pay such excise tax on a portion of our income.
To qualify as a RIC for U.S. federal income tax purposes, we generally must, among other things:
We may be required to recognize taxable income for U.S. federal income tax purposes in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OID (such as debt investments with PIK, interest or, in certain cases, that have increasing interest rates or that are issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID accrued will be included in our investment company taxable income for the taxable year of accrual, we may be required to make a distribution to our common stockholders in order to satisfy the Annual Distribution Requirement or the Excise Tax Requirement, even though we will not have received any corresponding cash amount. In order to enable us to make distributions to stockholders that will be sufficient to enable us to satisfy the Annual Distribution Requirement and the Excise Tax Requirement we may need to liquidate or sell some of our assets at times or at prices that are not advantageous, raise additional equity or debt capital, take out loans, forego new investment opportunities or otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business). Our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our qualification as a RIC, including the Diversification Tests. If we borrow money, we may be prevented by loan covenants from declaring and paying dividends in certain circumstances. Even if we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements, under the Investment Company Act, we are generally not permitted to make distributions to our common stockholders while our debt obligations and senior securities are outstanding unless certain “asset coverage” tests or other financial covenants are met. Limits on our payment of dividends may prevent us from meeting the Annual
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Distribution Requirement, and may, therefore, jeopardize our qualification for taxation as a RIC, or subject us to the 4% excise tax on undistributed income.
Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (a) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (b) convert long-term capital gain (currently taxed at lower rates for non-corporate taxpayers) into higher taxed short-term capital gain or ordinary income, (c) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (d) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (e) adversely alter the characterization of certain complex financial transactions, (f) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (g) cause us to recognize income or gain without receipt of a corresponding cash payment, and (h) produce income that will not be qualifying income for purposes of the 90% Income Test. We intend to monitor our transactions and may make certain tax elections that are intended to maintain our status as a RIC and mitigate the effects of these provisions; however, no assurance can be given that we will be eligible for any such tax elections or that any elections we make will fully mitigate the effects of these provisions.
If, in any particular taxable year, we do not qualify as a RIC, all of our taxable income (including our net capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to stockholders, and distributions will be taxable to the stockholders as ordinary dividends to the extent of our current and accumulated earnings and profits.
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Item 1A. Risk Factors
Investing in our Common Shares involves a number of significant risks. The following information is a discussion of all known material risk factors associated with an investment in our Common Shares specifically, as well as those factors generally associated with an investment in a company with investment objectives, investment policies, capital structure or traders markets similar to ours. In addition to the other information contained in this Annual Report, you should carefully consider the following information before making an investment in our Common Shares. The risks below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur our business, financial condition and results of operations could be materially and adversely affected. In such cases, the NAV of our Common Shares could decline, and you may lose all or part of your investment.
Risks Relating to Our Business and Structure
We have a limited operating history.
We are a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act with a limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decision. We are subject to the business risks and uncertainties associated with recently formed businesses, including the risk that we will not achieve our investment objectives and the value of a stockholder’s investment could decline substantially or become worthless. Further, our investment adviser has not previously offered a non-traded business development company. While we believe that the past professional experiences of our investment adviser’s investment team, including investment and financial experience of our investment adviser’s senior management, will increase the likelihood that our investment adviser will be able to manage us successfully, there can be no assurance that this will be the case.
Our Board may change our investment objectives, operating policies and strategies without prior notice or stockholder approval.
Our Board has the authority, except as otherwise provided in the Investment Company Act or state law, as described below, to modify or waive certain of our investment objectives, operating policies and strategies without prior notice and without stockholder approval. Pursuant to Rule 35d-1 under the Investment Company Act, we may not change our investment strategy with respect to 80% of our total assets without 60 days’ prior notice to stockholders. If we, in the future, operate as a diversified management investment company for a period of three or more years, we will not resume operation as a non-diversified management investment company without prior stockholder approval. Additionally, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. Under Maryland law, we also cannot be dissolved without prior stockholder approval. We cannot predict the effect any changes to our operating policies and strategies would have on our business, operating results and the market price of our Common Shares. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions to our common stockholders.
A failure on our part to maintain our status as a BDC may significantly reduce our operating flexibility.
If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company that is required to register under the Investment Company Act, which would subject us to additional regulatory restrictions and significantly decrease our operating flexibility. In addition, any such failure could cause an event of default under our outstanding indebtedness, which could have a material adverse effect on our business, financial condition or results of operations.
We and our investment adviser are subject to regulations and SEC oversight. If we or our investment adviser fail to comply with applicable requirements, it may adversely impact our results relative to companies that are not subject to such regulations.
As a BDC, we are subject to a portion of the Investment Company Act. In addition, we have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a RIC in accordance with the requirements of Subchapter M of the Code. The Investment Company Act and the Code impose various restrictions on the management of a BDC, including related to portfolio construction, asset selection, and tax. These restrictions may reduce the chances that we will achieve the same results as other vehicles managed by Crescent and/or our investment adviser.
However, if we do not maintain our status as a BDC, we would be subject to regulation as a registered closed-end investment company under the Investment Company Act. As a registered closed-end investment company, we would be subject to substantially more regulatory restrictions under the Investment Company Act which would significantly decrease our operating flexibility. In addition to these and other requirements applicable to us, our investment adviser is subject to regulatory oversight by the SEC. To the extent the SEC raises concerns or has negative findings concerning the manner in which we or our investment adviser operates, it could adversely affect our business.
We are a non-diversified investment company within the meaning of the Investment Company Act; therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.
We are classified as a non-diversified investment company within the meaning of the Investment Company Act, which means that we are not limited by the Investment Company Act with respect to the proportion of our assets that we may invest in securities of a
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single issuer. To the extent that we assume large positions in the securities of a small number of issuers, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer and the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. Additionally, while we are not targeting any specific industries, our investments may be concentrated in relatively few industries. As a result, a downturn in any particular industry in which we are invested could also significantly impact the aggregate returns we realize. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond the asset diversification requirements applicable to RICs, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies.
We are dependent upon key personnel of Crescent and our investment adviser.
We do not have any internal management capacity or employees. Our ability to achieve our investment objectives will depend on our ability to manage our business and to grow our investments and earnings. This will depend, in turn, on the diligence, skill and network of business contacts of Crescent’s senior professionals. We expect that these senior professionals will evaluate, negotiate, structure, close and monitor our investments in accordance with the terms of our Investment Advisory and Management Agreement. We can offer no assurance, however, that Crescent’s senior professionals will continue to provide investment advice to us. If these individuals do not maintain their employment or other relationships with Crescent and do not develop new relationships with other sources of investment opportunities available to us, we may not be able to grow our investment portfolio. In addition, individuals with whom Crescent’s investment professionals have relationships are not obligated to provide us with investment opportunities. Therefore, we can offer no assurance that such relationships will generate investment opportunities for us. The departure or misconduct of any of these individuals, or of a significant number of the investment professionals of Crescent, could have a material adverse effect on our business, financial condition or results of operations.
Our investment adviser is an affiliate of Crescent and depends upon access to the investment professionals and Crescent’s other resources to fulfill its obligations to us under the Investment Advisory and Management Agreement. Our investment adviser will also depend upon such investment professionals to obtain access to deal flow generated by Crescent. In addition, we cannot assure you that an affiliate of Crescent will remain our investment adviser or that we will continue to have access to Crescent’s investment professionals or its information and deal flow.
Crescent’s and our investment adviser’s investment professionals, which are currently composed of the same personnel, have substantial responsibilities in connection with the management of other Crescent clients. Crescent’s personnel may be called upon to provide managerial assistance to our portfolio companies. These demands on their time, which may increase as the number of investments grow, may distract them or slow our rate of investment.
Our investment adviser’s investment committee, which provides oversight over our investment activities, is provided to us by our investment adviser under the Investment Advisory and Management Agreement. The loss of any member of our investment adviser’s investment committee or of Crescent’s other senior professionals would limit our ability to achieve our investment objectives and operate as we anticipate. This could have a material adverse effect on our financial condition, results of operations and cash flows.
We do not provide key person life insurance for any of our key personnel.
Further, we depend upon Crescent to maintain its relationships with private equity sponsors, placement agents, investment banks, management groups and other financial institutions, and we expect to rely to a significant extent upon these relationships to provide us with potential investment opportunities. If Crescent fails to maintain such relationships, or to develop new relationships with other sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom Crescent’s senior professionals have relationships are not obligated to provide us with investment opportunities, and we can offer no assurance that these relationships will generate investment opportunities in the future. There can be no assurance that Crescent will replicate its historical ability to generate investment opportunities, and we caution you that our investment returns could be substantially lower than the returns achieved by other Crescent-managed funds.
We may not replicate the historical performance achieved by Crescent.
Our primary focus in making investments may differ from those of existing investment funds, accounts or other investment vehicles that are or have been managed by members of our investment adviser’s investment committee or by Crescent. Past performance should not be relied upon as an indication of future results. There can be no guarantee that we will replicate the historical performance of Crescent or the historical performance of investment funds, accounts or other investment vehicles that are or have been managed by members of our investment adviser’s investment committee or by Crescent or its employees, and we caution investors that our investment returns could be substantially lower than the returns achieved by them in prior periods. We cannot assure you that we will be profitable in the future or that our investment adviser will be able to continue to implement our investment objectives with the same degree of success that it has had in the past. Additionally, all or a portion of the prior results may have been achieved in particular market conditions which may never be repeated. Moreover, current or future market volatility and regulatory uncertainty may have an adverse impact on our future performance.
We depend on Crescent to manage our business effectively.
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Our ability to achieve our investment objectives depends on our ability to manage our business and to grow our investments and earnings. This depends, in turn, on Crescent’s ability to identify, invest in and monitor portfolio companies that meet our investment criteria. The achievement of our investment objectives on a cost-effective basis will depend upon Crescent’s execution of our investment process, its ability to provide competent, attentive and efficient services to us and, to a lesser extent, our access to financing on acceptable terms. Crescent’s investment professionals will have substantial responsibilities in connection with the management of other investment funds, accounts and investment vehicles. Crescent’s personnel may be called upon to provide managerial assistance to our portfolio companies. These activities may distract them from servicing new investment opportunities for us or slow our rate of investment. Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our investment adviser, the investment committee of our investment adviser, Crescent and their affiliates, officers, directors and employees may face certain conflicts of interest.
As a result of our arrangements with Crescent, our investment adviser and our investment adviser’s investment committee, there may be times when our investment adviser or such persons have interests that differ from those of our common stockholders, giving rise to a conflict of interest.
The members of our investment adviser’s investment committee serve, or may serve, as officers, directors, members, or principals of entities that operate in the same or a related line of business as we do, or of investment funds, accounts, or investment vehicles managed by Crescent and/or its affiliates. Similarly, Crescent and its affiliates may have other clients with similar, different or competing investment objectives.
In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of, or which may be adverse to the interests of, us or our common stockholders. For example, an affiliate of Crescent presently serves as the investment adviser to CCAP, a publicly listed business development company. Some of our executive officers may serve is similar or other capacities for CCAP. In addition, Crescent has, and will continue to have management responsibilities for other investment funds, accounts and investment vehicles. There is a potential that we will compete with CCAP and such funds, and other entities managed by Crescent and its affiliates, for capital and investment opportunities. As a result, members of our investment adviser’s investment committee who are affiliated with Crescent will face conflicts in the allocation of investment opportunities among us, CCAP and other investment funds, accounts and investment vehicles managed by Crescent and its affiliates and may make certain investments that are appropriate for us but for which we receive a relatively small allocation or no allocation at all. Crescent intends to allocate investment opportunities among us, CCAP, eligible investment funds, accounts and investment vehicles in a manner that is fair and equitable over time and consistent with its allocation policy. However, we can offer no assurance that such opportunities will be allocated to us fairly or equitably in the short-term or over time, and we may not be given the opportunity to participate in all investments made by investment funds managed by Crescent or its affiliates, and there can be no assurance that we will be able to participate in all investment opportunities that are suitable to us.
Further, to the extent permitted by applicable law, we and our affiliates may own investments at different levels of a portfolio company’s capital structure or otherwise own different classes of a portfolio company’s securities, which may give rise to conflicts of interest or perceived conflicts of interest. Conflicts may also arise because decisions regarding our portfolio may benefit our affiliates. Our affiliates may pursue or enforce rights with respect to one of its portfolio companies, and those activities may have an adverse effect on us.
Conflicts may arise related to other arrangements with Crescent and our investment adviser and other affiliates.
We have entered into a license agreement with Crescent under which Crescent has agreed to grant us a non-exclusive, royalty-free license to use the name “Crescent Capital.” In addition, the Administration Agreement with our administrator, an affiliate of Crescent, requires we pay to our administrator our allocable portion of overhead and other expenses incurred by our administrator in performing its obligations under the Administration Agreement, such as our allocable portion of the cost of our chief compliance officer, chief financial officer, general counsel and secretary, their respective staffs and operations personnel who provide services to us; provided that such reimbursement does not conflict with Section 7.8 of our charter. These agreements create conflicts of interest that the independent directors of our Board will monitor. For example, under the terms of the license agreement, we will be unable to preclude Crescent from licensing or transferring the ownership of the “Crescent Capital” name to third parties, some of whom may compete against us. Consequently, it will be unable to prevent any damage to goodwill that may occur as a result of the activities of Crescent or others. Furthermore, in the event the license agreement is terminated, we will be required to change our name and cease using “Crescent Capital” as part of our name. Any of these events could disrupt our recognition in the marketplace, damage any goodwill it may have generated and otherwise harm our business.
The Investment Advisory and Management Agreement, and the Administration Agreement were negotiated between related parties. Consequently, their terms, including fees payable to our investment adviser, may not be as favorable to us as if they had been negotiated exclusively with an unaffiliated third party. In addition, we may desire not to enforce, or to enforce less vigorously, its rights and remedies under these agreements because of our desire to maintain our ongoing relationship with our investment adviser, our administrator and their respective affiliates. Any such decision, however, could breach our directors’ duties to us.
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Crescent’s principals and employees, our investment adviser or their affiliates may, from time to time, possess material non-public information, limiting our investment discretion.
Crescent’s executive officers and directors, principals and other employees, including members of our investment adviser’s investment committee, may serve as directors of, or in a similar capacity with, portfolio companies in which we invest, the securities of which are purchased or sold on our behalf and may come into possession of material non-public information with respect to issuers in which we may be considering making an investment. In the event that material non-public information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading policies of those companies, Crescent’s policies or as a result of applicable law or regulations, we could be prohibited for a period of time or indefinitely from purchasing or selling the securities of such companies, or we may be precluded from providing such information or other ideas to other funds affiliated with Crescent that might benefit from such information, and this prohibition may have an adverse effect on us.
Our management and incentive fee structure may create incentives for our investment adviser that are not fully aligned with our common stockholders’ interests and may induce our investment adviser to make speculative investments.
We have entered into the Investment Advisory and Management Agreement with our investment adviser, pursuant to which, we will pay management and incentive fees to our investment adviser. We intend to use leverage to make investments. Our investment adviser may have an incentive to use leverage to make additional investments as additional leverage would magnify positive returns, if any, on our portfolio, and the incentive fee would become payable to our investment adviser (i.e., exceed the hurdle amount) at a lower average return on our portfolio. Thus, if we incur additional leverage, our investment adviser may receive additional incentive fees without any corresponding increase (and potentially with a decrease) in the performance of our portfolio.
Additionally, under the incentive fee structure, our investment adviser may benefit when capital gains are recognized and, because our investment adviser will determine when to sell a holding, our investment adviser will control the timing of the recognition of such capital gains. As a result of these arrangements, there may be times when the management team of our investment adviser has interests that differ from those of our common stockholders, giving rise to a conflict. Furthermore, there is a risk our investment adviser will make more speculative investments in an effort to receive this payment. PIK interest and OID would increase our pre-incentive fee net investment income by increasing the size of the loan balance of underlying loans and increasing our assets under management and would make it easier for our investment adviser to surpass the hurdle amount and increase the amount of incentive fees payable to our investment adviser.
The part of the incentive fee payable to our investment adviser relating to our net investment income is computed and paid on income that may include interest income that has been accrued but not yet received in cash. This fee structure may give rise to a conflict of interest for our investment adviser to the extent that it encourages our investment adviser to favor debt financings that provide for deferred interest, rather than current cash payments of interest. Our investment adviser may have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the incentive fee even when the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities. This risk could be increased because, under the Investment Advisory and Management Agreement, our investment adviser is not obligated to reimburse us for incentive fees it receives even if we subsequently incur losses or never receives in cash the deferred income that was previously accrued.
Our Board is charged with protecting our interests by monitoring how our investment adviser addresses these and other conflicts of interest associated with its services and compensation. While our Board is not expected to review or approve each investment decision or incurrence of leverage, our independent directors will periodically review our investment adviser’s services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, our independent directors will consider whether our investment adviser’s fees and expenses (including those related to leverage) remain appropriate.
We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent it so invests, bear its ratable share of any such investment company’s expenses, including management and performance fees. We also remain obligated to pay management and incentive fees to our investment adviser with respect to the assets invested in the securities and instruments of other investment companies. With respect to each of these investments, each of our common stockholders bears his or her share of the management and incentive fees of our investment adviser as well as indirectly bearing the management and performance fees and other expenses of any investment companies in which we invest.
Our investment adviser has limited liability and is entitled to indemnification under the Investment Advisory and Management Agreement.
Under the Investment Advisory and Management Agreement, our investment adviser has not assumed any responsibility to us other than to render the services called for under that agreement. Our investment adviser will not be responsible for any action of our Board in following or declining to follow our investment adviser’s advice or recommendations. Under the Investment Advisory and Management Agreement, our investment adviser, its officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with our investment adviser, including, without limitation, our administrator, and any person controlling or controlled by our investment adviser will not be liable to us, any of our subsidiaries, our directors, our common
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stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory and Management Agreement, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that our investment adviser owes to us under the Investment Advisory and Management Agreement. In addition, as part of the Investment Advisory and Management Agreement, we have agreed to indemnify our investment adviser and each of its officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with our investment adviser, including, without limitation, our administrator, and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by such party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of us or our security holders) arising out of or otherwise based upon the performance of any of our investment adviser’s duties or obligations under the Investment Advisory and Management Agreement or otherwise as an investment adviser of us, except in respect of any liability to us or our security holders to which such party would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of our investment adviser’s duties or by reason of the reckless disregard of our investment adviser’s duties and obligations under the Investment Advisory and Management Agreement. These protections may lead our investment adviser to act in a riskier manner when acting on our behalf than our investment adviser would when acting for its own account.
Our ability to enter into transactions with our affiliates is restricted.
We are prohibited under the Investment Company Act from participating in certain transactions with our affiliates without the prior approval of our independent directors and, in some cases, the SEC. We consider our investment adviser and its affiliates, including Crescent, to be our affiliates for such purposes. In addition, any person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the Investment Company Act, and we are generally prohibited from buying or selling any security from or to such affiliate without the prior approval of our independent directors. We consider our investment adviser and its affiliates, including Crescent, to be our affiliates for such purposes. The Investment Company Act also prohibits certain “joint” transactions with certain of our affiliates, which could include investments in the same portfolio company, without prior approval of our independent directors and, in some cases, of the SEC. We are prohibited from buying or selling any security from or to any person who owns more than 25% of our voting securities or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. If we are prohibited by applicable law from investing alongside Crescent’s investment funds, accounts and investment vehicles with respect to an investment opportunity, we may not be able to participate in such investment opportunity.
We may, however, invest alongside Crescent’s investment funds, accounts and investment vehicles in certain circumstances where doing so is consistent with our investment strategy as well as applicable law and SEC staff interpretations or exemptive orders and Crescent’s allocation policy. For example, we may invest alongside such investment funds, accounts and investment vehicles consistent with guidance promulgated by the SEC staff to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that Crescent, acting on our behalf and on behalf of such investment funds, accounts and investment vehicles, negotiates no term other than price.
In situations where co-investment with investment funds, accounts and investment vehicles managed by Crescent is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer or where the different investments could be expected to result in a conflict between our interests and those of Crescent’s clients, subject to the limitations described in the preceding paragraph, Crescent will need to decide which client will proceed with the investment. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. These restrictions will limit the scope of investment opportunities that would otherwise be available to us.
Crescent has been granted exemptive relief from the SEC, upon which we and our investment adviser may rely, which permits greater flexibility to negotiate the terms of co-investments if our Board determines that it would be advantageous for us to co-invest with investment funds, accounts and investment vehicles managed by Crescent in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. We believe that co-investment by us and investment funds, accounts and investment vehicles managed by Crescent may afford us additional investment opportunities and an ability to achieve a more varied portfolio. Accordingly, the exemptive order permits us to invest with investment funds, accounts and investment vehicles managed by Crescent in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the Investment Company Act. The exemptive relief permitting co-investment transactions generally applies only if our independent directors and directors who have no financial interest in such transaction review and approve in advance each co-investment transaction. The exemptive relief provides that, if the size of a co-investment opportunity is insufficient to meet our and the other Crescent funds’ desired level of participation in full, allocations will generally be made pro rata based on capital available for investment, as determined, in our case, by our Board as well as the terms of our governing documents and those of such investment funds, accounts and investment vehicles. It is our policy to base our determinations on such factors as: the amount of cash on-hand, existing commitments and reserves, if any, our targeted leverage level, our targeted asset mix and diversification requirements and other investment policies and restrictions set by our Board or imposed by applicable laws, rules, regulations or interpretations. We expect that these determinations will be made similarly for investment funds, accounts and investment vehicles
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managed by Crescent. However, we can offer no assurance that investment opportunities will be allocated to us fairly or equitably in the short-term or over time.
Our ability to sell or otherwise exit investments also invested in by other Crescent investment vehicles is restricted.
We may be considered affiliates with respect to certain of our portfolio companies because our affiliates, which may include certain investment funds, accounts or investment vehicles managed by Crescent, also hold interests in these portfolio companies and as such these interests may be considered a joint enterprise under the Investment Company Act. To the extent that our interests in these portfolio companies may need to be restructured in the future or to the extent that we choose to exit certain of these transactions, our ability to do so will be limited. Crescent has obtained exemptive relief from the SEC in relation to certain joint transactions, upon which we and our investment adviser may rely; however, there is no assurance that the terms such exemptive relief that would permit us to negotiate future restructurings or other transactions that may be considered a joint enterprise.
Conflicts of interest may be created by the valuation process for certain portfolio holdings.
We make many of our portfolio investments in the form of loans and securities that are not publicly traded and for which no market-based price quotation is available. As a result, our investment adviser, as the Board's valuation designee, will determine the fair value of these loans and securities as described below in “—Risks Relating to our Business and Structure—Most of our portfolio investments will not be publicly traded and, as a result, the fair value of these investments may not be readily determinable.” Each of the interested members of our Board has an indirect pecuniary interest in our investment adviser. The participation of our investment adviser’s investment professionals in our valuation process, and the pecuniary interest in our investment adviser by certain members of our Board, could result in a conflict of interest as our investment adviser’s management fee is based, in part, on the value of our net assets, and our incentive fees will be based, in part, on realized gains and realized and unrealized losses.
We operate in an increasingly competitive market for investment opportunities, which could make it difficult for us to identify and make investments that are consistent with our investment objectives.
A number of entities compete with us to make the types of investments that we make and plan to make. We compete with other BDCs, public and private funds, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, we believe some of our competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the Investment Company Act imposes on us as a BDC or the source-of-income, asset diversification and distribution requirements we must satisfy to maintain our RIC qualification. The competitive pressures we face may have a material adverse effect on our business, financial condition, results of operations and cash flows. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objectives.
With respect to the investments we make, we will not seek to compete based primarily on the interest rates we will offer, and we believe that some of our competitors may make loans with interest rates that will be lower than the rates we offer. In the secondary market for acquiring existing loans, we expect to compete generally on the basis of pricing terms. With respect to all investments, we may lose some investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of credit loss. We may also compete for investment opportunities with investment funds, accounts and investment vehicles managed by Crescent. Although Crescent will allocate opportunities in accordance with its policies and procedures, allocations to such investment funds, accounts and investment vehicles will reduce the amount and frequency of opportunities available to us and may not be in our best interests. Moreover, the performance of investments will not be known at the time of allocation. See “—Our investment adviser, the investment committee of our investment adviser, Crescent and their affiliates, officers, directors and employees may face certain conflicts of interest.”
Our ability to grow depends on our ability to raise capital.
We will need to periodically access the capital markets to raise cash to fund new investments in excess of our repayments, and we may also need to access the capital markets to refinance any future debt obligations to the extent such maturing obligations are not repaid with availability under our revolving credit facilities or cash flows from operations. We intend to be treated as a RIC and operate in a manner so as to qualify for the U.S. federal income tax treatment applicable to RICs. Among other things, in order to maintain our RIC status, we must distribute to our common stockholders on a timely basis generally an amount equal to at least 90% of our investment company taxable income, and, as a result, such distributions will not be available to fund investment originations or repay maturing debt. We must borrow from financial institutions and issue additional securities to fund our growth. Unfavorable economic or capital market conditions may increase our funding costs, limit our access to the capital markets or could result in a decision by lenders not to extend credit to us. An inability to successfully access the capital markets may limit our ability to refinance our debt obligations as they
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come due and/or to fully execute our business strategy and could limit our ability to grow or cause us to have to shrink the size of our business, which could decrease our earnings, if any.
In addition, we may borrow amounts or issue debt securities or preferred stock, which we refer to collectively as “senior securities,” such that our asset coverage, as calculated pursuant to the Investment Company Act, equals at least 150% immediately after such borrowing (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). Such requirement, in certain circumstances, may restrict our ability to borrow or issue debt securities or preferred stock. The amount of leverage that we employ will depend on our investment adviser’s and our Board’s assessments of market and other factors at the time of any proposed borrowing or issuance of senior securities. We cannot assure you that we will be able to obtain lines of credit or issue senior securities at all or on terms acceptable to us.
Further, we may pursue growth through acquisitions or strategic investments in new businesses. Completion and timing of any such acquisitions or strategic investments may be subject to a number of contingencies and risks. There can be no assurance that the integration of an acquired business will be successful or that an acquired business will prove to be profitable or sustainable.
Regulations governing our operation as a BDC affect our ability to, and the way in which we may, raise additional capital.
We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the Investment Company Act. Under the provisions of the Investment Company Act, we are permitted as a BDC to issue senior securities in amounts such that our asset coverage ratio, as defined in the Investment Company Act, as amended, equals at least 150% of our gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments at a time when such sales may be disadvantageous to us in order to repay a portion of its indebtedness. If we issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss.
Furthermore, equity capital may be difficult to raise because, subject to some limited exceptions, we are not generally able to issue and sell our Common Shares at a price below NAV per share. We may, however, sell our Common Shares, or warrants, options or rights to acquire our Common Shares, at a price below the then-current NAV per share of our Common Share if our Board determines that such sale is in our best interests, and if our common stockholders, including holders of a majority of our Common Shares that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the market value of such securities (less any distributing commission or discount). We do not currently have authorization from our common stockholders to issue our Common Shares at a price below the then-current NAV per share.
If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy.
To maintain our status as a BDC, we are not permitted to acquire any assets other than “qualifying assets” specified in the Investment Company Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Subject to certain exceptions for follow-on investments and investments in distressed companies, an investment in an issuer that has outstanding securities listed on a national securities exchange may be treated as qualifying assets only if such issuer has a common equity market capitalization that is less than $250 million at the time of such investment.
We may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the Investment Company Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the Investment Company Act provisions applicable to BDCs. As a result of such violation, specific rules under the Investment Company Act could prevent us, for example, from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inappropriate times in order to come into compliance with the Investment Company Act. If we need to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to:
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We have discretion to make follow-on investments, subject to the availability of capital resources. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation.
Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase its level of risk, because we prefer other opportunities or because we are inhibited by compliance with BDC requirements of the Investment Company Act or the desire to maintain our qualification as a RIC.
Additionally, certain loans that we may make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.
We may also make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any. Additionally, we invest in unitranche loans (loans that combine both senior and subordinated debt, generally in a first lien position), which may provide for a waterfall of cash flow priority between different lenders in the unitranche loan. In certain instances, we may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case the “first out” portion of the loan would generally receive priority with respect to repayment of principal, interest and any other amounts due thereunder over the “last out” portion of the loan that we would continue to hold.
The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of such senior debt. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens:
We may not have the ability to control or direct such actions, even if its rights are adversely affected.
We will be subject to corporate level income tax if we are unable to qualify as a RIC.
We have elected to be treated as a RIC under the Code and intend to operate in a manner so as to qualify for the U.S. federal income tax treatment applicable to RICs. As a RIC, we generally will not pay U.S. federal corporate-level income taxes on our income and net capital gains that we distribute (or are deemed to distribute) to our common stockholders as dividends on a timely basis. We will be subject to U.S. federal corporate-level income tax on any undistributed income and/or gains. To maintain our status as a RIC, we must meet certain source of income, asset diversification and annual distribution requirements. We may also be subject to certain U.S. federal excise taxes, as well as state, local and foreign taxes.
To qualify as a RIC under the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The distribution requirement for a RIC is satisfied if we timely distribute an amount equal to at least 90% of our investment company taxable income (as defined by the Code, which generally includes net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any) to our common stockholders on an annual basis (the “Annual Distribution Requirement”). We have the ability to pay a large portion of our distributions in shares of our stock, and as long as a portion of such distribution is paid in cash and
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other requirements are met, such distributions will be taxable as a dividend for U.S. federal income tax purposes. This may result in our U.S. stockholders having to pay tax on such dividends, even if no cash is received, and may result in our non-U.S. stockholders being subject to withholding tax in respect of amounts distributed in our stock. We will be subject, to the extent we use debt financing, to certain asset coverage ratio requirements under the Investment Company Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax.
The Annual Distribution Requirement will be satisfied if we distribute dividends to our common stockholders in respect of each taxable year of an amount generally at least equal to 90% of its investment company taxable income, determined without regard to any deduction for distributions paid. In this regard, a RIC may, in certain cases, satisfy the Annual Distribution Requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillback dividend” provisions of Subchapter M of the Code. We will be subject to tax, at regular corporate rates, on any retained income and/or gains, including any short-term capital gains or long-term capital gains. We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the current one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in preceding years (to the extent that U.S. federal income tax was not imposed on such amounts) less certain over-distributions in the prior year (collectively, the “Excise Tax”). Because we use debt financing, we are subject to (i) an asset coverage ratio requirement under the Investment Company Act and are subject to (ii) certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirements. If we are unable to obtain cash from other sources, or chose or be required to retain a portion of our taxable income or gains, we could (i) be required to pay the Excise Tax and (ii) fail to qualify for RIC tax treatment, and thus become subject to corporate-level income tax on our taxable income (including gains).
To qualify as a RIC, in addition to the Annual Distribution Requirement, we must also meet certain annual source of income requirements at the end of each taxable year (the “90% Income Test”) and asset diversification requirements at the end of each calendar quarter (the “Diversification Tests”). Failure to meet these tests may result in our having to (a) dispose of certain investments quickly or (b) raise additional capital in order to prevent the loss of our qualifications as a RIC. Because most of our investments will be in private or thinly traded public companies and are generally illiquid, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we fail to qualify as a RIC for any reason and become subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distributions to our common stockholders and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and our common stockholders.
The 90% Income Test will be satisfied if we earn at least 90% of its gross income each taxable year from distributions, interest, gains from the sale of stock or securities, or other income derived from the business of investing in stock or securities. The Diversification Tests will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy the Diversification Tests, at least 50% of the value of our assets at the close of each quarter of each taxable year must consist of cash, cash equivalents (including receivables), U.S. government securities, securities of other RICs, and other acceptable securities, and no more than 25% of the value of its assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships.” Failure to meet these requirements may result in us having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.
We may invest in certain debt and equity investments through taxable subsidiaries and the net taxable income of these taxable subsidiaries will be subject to federal and state corporate income taxes. We also may invest in certain foreign debt and equity investments that could be subject to foreign taxes (such as income tax, withholding, and value added taxes). If we fail to maintain RIC tax treatment for any reason and are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution, and the amount of our distributions.
Certain investors are limited in their ability to make significant investments in us.
Private funds that are excluded from the definition of “investment company” either pursuant to Section 3(c)(1) or 3(c)(7) of the Investment Company Act are restricted from acquiring directly or through a controlled entity more than 3% of our total outstanding voting stock (measured at the time of the acquisition). Investment companies registered under the Investment Company Act and BDCs, such as us, are also currently subject to this restriction as well as other limitations under the Investment Company Act that would restrict the amount that they are able to invest in our securities. As a result, certain investors will be limited in their ability to make significant investments in us at a time that they might desire to do so. The SEC has adopted Rule 12d1-4 under the Investment Company Act. Subject to certain conditions, Rule 12d1-4 provides an exemption to permit registered investment companies and BDCs to invest in the securities of other registered investment companies and BDCs in excess of the limits currently prescribed by the Investment Company Act.
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We may be subject to withholding of U.S. Federal income tax on distributions for non-U.S. stockholders.
Distributions by a RIC generally are treated as dividends for U.S. tax purposes and will be subject to U.S. income or withholding tax unless the stockholder receiving the dividend qualifies for an exemption from U.S. tax, or the distribution is subject to one of the special look-through rules described below. Distributions paid out of net capital gains can qualify for a reduced rate of taxation in the hands of an individual U.S. stockholder, and an exemption from U.S. tax in the hands of a non-U.S. stockholder.
Properly reported dividend distributions by RICs paid out of certain interest income (such distributions, “interest-related dividends”) are generally exempt from U.S. withholding tax for non-U.S. stockholders. Under such exemption, a non-U.S. stockholder generally may receive interest-related dividends free of U.S. withholding tax if the stockholder would not have been subject to U.S. withholding tax if it had received the underlying interest income directly. No assurance can be given as to whether any of our distributions will be eligible for this exemption from U.S. withholding tax or, if eligible, will be designated as such by us. In particular, the exemption does apply to distributions paid in respect of a RIC’s non-U.S. source interest income, its dividend income or its foreign currency gains. In the case our Common Shares held through an intermediary, the intermediary may withhold U.S. federal income tax even if we designate the payment as a dividend eligible for the exemption. Also, because our Common Shares will be subject to significant transfer restrictions, and an investment in our Common Shares will generally be illiquid, non-U.S. stockholders whose distributions on our Common Shares are subject to U.S. withholding tax may not be able to transfer our Common Shares easily or quickly or at all.
We may retain income and capital gains in excess of what is permissible for excise tax purposes and such amounts will be subject to 4% U.S. federal excise tax, reducing the amount available for distribution to stockholders.
We may retain some income and capital gains in the future, including for purposes of providing additional liquidity, which amounts would be subject to the 4% Excise Tax. In that event, we will be liable for the tax on the amount by which it does not meet the foregoing distribution requirement.
We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
For U.S. federal income tax purposes, we generally are required to include in income certain amounts that we have not yet received in cash, such as the accretion of OID. This may arise if we receive warrants in connection with the making of a loan and in other circumstances, or through contracted PIK interest, which represents contractual interest added to the loan principal balance and due at the end of the loan term. Such OID, which could be significant relative to our overall investment activities or increases in loan balances as a result of contracted PIK arrangements, will be included in income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we will not receive in cash, including, for example, amounts attributable to hedging and foreign currency transactions.
Since in certain cases we may recognize income before or without receiving cash in respect of such income, we may have difficulty meeting the requirement to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to maintain our qualification as a RIC. In such a case, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain such cash from other sources, we may fail to qualify as a RIC and thus be subject to corporate-level income tax. Such a failure could have a material adverse effect on us and on any investment in us.
Our investments in OID and PIK interest income may expose us to risks associated with such income being required to be included in accounting income and taxable income prior to receipt of cash.
Our investments may include OID and PIK instruments. To the extent OID and PIK interest income constitute a portion of our income, we will be exposed to risks associated with such income being required to be included in an accounting income and taxable income prior to receipt of cash, including the following:
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PIK interest has the effect of generating investment income and increasing the incentive fees payable at a compounding rate. In addition, the deferral of PIK interest also reduces the loan-to-value ratio at a compounding rate.
Stockholders may be required to pay tax in excess of the cash they receive.
Under our distribution reinvestment plan, if a stockholder owns our Common Shares, the stockholder will have all cash distributions automatically reinvested in additional Common Shares unless such stockholder, or his, her or its nominee on such stockholder’s behalf, specifically “opts out” of the distribution reinvestment plan by delivering a written notice to the Plan Administrator, that is received by the Plan Administrator at least 10 days prior to the record date of the next distribution. If a stockholder does not “opt out” of the distribution reinvestment plan, that stockholder will be deemed to have received, and for U.S. federal income tax purposes will be taxed on, the amount reinvested in our Common Shares to the extent the amount reinvested was not a tax-free return of capital to the stockholder. As a result, a stockholder may have to use funds from other sources to pay U.S. federal income tax liability on the value of the Common Shares received. Even if a stockholder chooses to “opt out” of the distribution reinvestment plan, we will have the ability to declare a large portion of a dividend in our Common Shares instead of in cash in order to satisfy the Annual Distribution Requirement (as defined herein under the heading “Election to Be Taxed as a Regulated Investment Company”). As long as a portion of this dividend is paid in cash and certain other requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder generally will be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in our Common Shares.
Our business could be adversely affected in the event we default under our existing credit facility or any future credit or other borrowing facility.
We have entered, and in the future may enter, into one or more credit facilities. The closing of any credit facility is contingent on a number of conditions including, without limitation, the negotiation and execution of definitive documents relating to such credit facility. If we obtain any additional credit facilities, we intend to use borrowings under such credit facilities to make additional investments and for other general corporate purposes. However, there can be no assurance that we will be able to close such additional credit facilities or obtain other financing.
In the event we default under our current credit facility or any other future borrowing facility, our business could be adversely affected as we may be forced to sell a portion of our investments quickly and prematurely at what may be disadvantageous prices to us in order to meet our outstanding payment obligations and/or support working capital requirements under the relevant credit facility or such future borrowing facility, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, following any such default, the agent for the lenders under the relevant credit facility or any future borrowing facility could assume control of the disposition of any or all of our assets, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on our business, ability to pay dividends, financial condition, results of operations and cash flows. If we were unable to obtain a waiver of a default from the lenders or holders of that indebtedness, as applicable, those lenders or holders could accelerate repayment under that indebtedness, which might result in cross-acceleration of other indebtedness. An acceleration could have a material adverse impact on our business, financial condition and results of operations.
In addition, following any such default, the agent for the lenders under the relevant credit facility or such future credit or other borrowing facility could assume control of the disposition of any or all of our assets, including the selection of such assets to be disposed and the timing of such disposition, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Lastly, as a result of any such default, we may be unable to obtain additional leverage, which could, in turn, affect our return on capital.
We are subject to a 150% asset coverage.
Under the Investment Company Act, a BDC is allowed to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150% if certain requirements are met. The reduced asset coverage requirement
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permits a BDC to borrow up to two dollars for every dollar it has in assets less all liabilities and indebtedness not represented by senior securities issued by it. Because Crescent, as our sole initial stockholder, approved a proposal that allows us to reduce our asset coverage ratio to 150%, the ratio applicable to our senior securities is 150%.
Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we may use leverage to partially finance our investments, you will experience increased risks of investing in our securities. If the value of our assets increases, then leveraging would cause the net asset value attributable to our Common Shares to increase more sharply than it would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would have without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distributions or pay dividends on our Common Shares, make scheduled debt payments or other payments related to our securities. Leverage is generally considered a speculative investment technique. See “Risk Factors—Risks Relating to Our Business and Structure—Our strategy involves a high degree of leverage. We intend to continue to finance our investments with borrowed money, which magnifies the potential for gain or loss on amounts invested and increase the risk of investing in us. The risks of investment in a highly leveraged fund include volatility and possible distribution restrictions.”
We are and may be subject to restrictions under our credit facility and any future credit or other borrowing facility that could adversely impact our business.
Our current credit facility, and any future borrowing facility, may be backed by all or a portion of our loans and securities on which the lenders may have a security interest. We currently pledge and may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instrument we enter into with lenders. Like with our current credit facility, we expect that any future security interests we grant will be set forth in a pledge and security agreement and evidenced by the filing of financing statements by the agent for the lenders, and we expect that the custodian for our securities serving as collateral for such loan would include in the custodian’s electronic systems notices indicating the existence of such security interests and, following notice of occurrence of an event of default, if any, and during its continuance, will only accept transfer instructions with respect to any such securities from the lender or its designee. Under our current credit facility, we are subject to customary events of default. If we were to default under the terms of our current credit facility or any future borrowing facility, the agent for the applicable lenders would be able to assume control of the timing of disposition of the assets pledged under the facility, which could include any or all of our assets securing such debt. Such remedial action would have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, the security interests as well as negative covenants under our current credit facility or any other future borrowing facility may limit our ability to create liens on assets to secure additional debt and may make it difficult for us to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing. In addition, if our borrowing base under our current credit facility or any other borrowing facility were to decrease, we would be required to secure additional assets in an amount equal to any borrowing base deficiency. In the event that all of our assets are secured at the time of such a borrowing base deficiency, we could be required to repay advances under the relevant credit facility or any other borrowing facility or make deposits to a collection account, either of which could have a material adverse impact on our ability to fund future investments and to pay dividends.
In addition, under our current credit facility, or any other future borrowing facility, we may be limited as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests and investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained.
There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. An event of default under our current credit facility or any other borrowing facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on our business and financial condition. This could reduce our revenues and, by delaying any cash payment allowed to us under the relevant credit facility or any other borrowing facility until the lenders have been paid in full, reduce our liquidity and cash flow and impair our ability to grow our business and maintain our qualification as a RIC.
In addition to regulatory or existing credit facility requirements that restrict our ability to raise capital, any future debt facilities may contain various covenants that, if not complied with, could accelerate repayment under such debt facilities, thereby materially and adversely affecting our liquidity, financial condition and results of operations.
Agreements covering our current credit facility require and future agreements governing any debt facilities may require us to comply with certain financial and operational covenants. These covenants may include, among other things:
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Our compliance with these covenants depends on many factors, some of which are beyond our control. For example, depending on the condition of the public debt and equity markets and pricing levels, unrealized depreciation in our portfolio may increase in the future. Any such increase could result in our inability to comply with an obligation to restrict the level of indebtedness that we are able to incur in relation to the value of our assets or to maintain a minimum level of stockholders’ equity.
Accordingly, there are no assurances that we will be able to comply with the covenants in our current credit facility or future agreements governing any debt facilities we enter into. Failure to comply with these covenants could result in a default under these debt facilities, that, if we were unable to obtain a waiver from the lenders or holders of such indebtedness, as applicable, such lenders or holders could accelerate repayment under such indebtedness and thereby have a material adverse impact on our business, financial condition and results of operations.
Our strategy involves a high degree of leverage. We intend to continue to finance our investments with borrowed money, which magnifies the potential for gain or loss on amounts invested and increase the risk of investing in us. The risks of investment in a highly leveraged fund include volatility and possible distribution restrictions.
The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. However, we have borrowed from, and may in the future issue debt securities to, banks, insurance companies and other lenders. Lenders of these funds have fixed dollar claims on our assets that are superior to the claims of the holders of our Common Shares, and we would expect such lenders to seek recovery against our assets in the event of a default. We have and may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instruments we may enter into with lenders. In addition, under the terms of our current credit facility and any borrowing facility or other debt instrument we may enter into, we are likely to be required to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our stake in a leveraged investment. Similarly, any decrease in our revenue or income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make dividend payments on our Common Shares or preferred stock. Our ability to service any debt will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. In addition, holders of our Common Shares will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to our investment adviser.
There can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our current credit facility or otherwise in an amount sufficient to enable us to repay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before it matures. There can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets or seeking additional equity. There can be no assurance that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to stockholders or on terms that would not require us to breach the terms and conditions of our future debt agreements.
As a BDC, we are generally required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we will not be able to incur additional debt and could be required to sell a portion of our investments to repay some debt when it is otherwise disadvantageous for us to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions. The amount of leverage that we employ will depend on our investment adviser’s assessment of market and other factors at the time of any proposed borrowing. We cannot assure stockholders that we will be able to obtain credit at all or on terms acceptable to it.
We are exposed to risks associated with changes in interest rates.
General interest rate fluctuations may have a substantial negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on our investment objectives and our net investment income. Because we borrow money and may issue debt securities or preferred stock to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which we invest these funds. If market rates decrease we may earn less interest income from investments made during such lower rate environment. From time to time, we may also enter into certain hedging transactions, such as futures, options, currency options, forward contracts, interest rate swaps, caps, collars and floors to mitigate our exposure to changes in interest rates. In addition, we may increase our floating rate investments to position the portfolio for rate increases. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
Trading prices tend to fluctuate more for fixed-rate securities that have longer maturities. Although we have no policy governing the maturities of our investments, under current market conditions we expect that we will invest in a portfolio of debt generally having maturities of up to 10 years. Trading prices for debt that pays a fixed rate of return tend to fall as interest rates rise. This means that we
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are subject to greater risk (other things being equal) than a fund invested solely in shorter-term securities. A decline in the prices of the debt we own could adversely affect the NAV of our Common Shares. Also, an increase in interest rates available to investors could make an investment in our Common Shares less attractive if we are not able to increase our dividend rate. Further, portfolio companies may be highly leveraged, and leveraged companies are often more sensitive to economic factors such as a significant rise in interest rates, as a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used. If a portfolio company is unable to generate sufficient cash flow to meet principal and interest payments to lenders, it may be forced to take actions to satisfy such obligations under its indebtedness or be forced into liquidation, dissolution or insolvency. These alternative measures may include reducing or delaying capital expenditures, selling assets, seeking additional capital, or restructuring or refinancing indebtedness. If such strategies are not successful and do not permit the portfolio company to meet its scheduled debt service obligations, such actions could significantly reduce or even eliminate the value of our investment(s) in such portfolio company.
We may be the target of litigation.
Our investment activities subject us to litigation relating to the bankruptcy process and the normal risks of becoming involved in litigation by third parties. This risk is somewhat greater where we exercise control or significant influence over a portfolio company’s direction. Any litigation could result in substantial costs and divert management’s attention and resources from our business and cause a material adverse effect on our business, financial condition and results of operations.
Most of our portfolio investments will not be publicly traded and, as a result, the fair value of these investments may not be readily determinable.
A large percentage of our portfolio investments will not be publicly traded. The fair value of investments that are not publicly traded may not be readily determinable. We value these investments at fair value as determined by our investment adviser, as the Board’s valuation designee, based on, among other things, the input of our management committee and the oversight of our audit committee and independent valuation firms that may be engaged by our investment adviser, subject to the oversight of our Board, to help affirm the valuation of certain portfolio investments without a readily available market quotation. In addition, we expect that our independent registered public accounting firm will obtain an understanding of, and perform select procedures relating to, our investment valuation process within the context of performing the integrated audit.
The types of factors that may be considered in valuing our investments include the enterprise value of the portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to similar publicly traded securities, changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments would trade in their principal markets 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 our valuation. Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed and may differ materially from the values that we may ultimately realize. Our net asset value per share could be adversely affected if our determinations regarding the fair value of these investments are higher than the values that we realize upon disposition of such investments.
New or modified laws or regulations governing our operations may adversely affect our business.
We and our portfolio companies may be subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, may change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations and interpretations may also come into effect. Any such new or changed laws or regulations could have a material adverse effect on our business. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of its business and may be subject to civil fines and criminal penalties.
Additionally, changes to the laws and regulations governing our operations, including those associated with RICs, may cause us to alter our investment strategy in order to avail our self of new or different opportunities or result in the imposition of corporate-level taxes on us. Such changes could result in material differences to the strategies and plans set forth therein and may shift our investment focus from the areas of Crescent’s expertise to other types of investments in which Crescent may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of an investor’s investment. If we invest in commodity interests in the future, our investment adviser may determine not to use investment strategies that trigger additional regulation by the U.S. Commodity Futures Trading Commission (“CFTC”) or may determine to operate subject to CFTC regulation, if applicable. If we or our investment adviser were to operate subject to CFTC regulation, we may incur additional expenses and would be subject to additional regulation.
In June 2024, the U.S. Supreme Court reversed its longstanding approach under the Chevron doctrine, which provided for judicial deference to regulatory agencies. As a result of this decision, we cannot be sure whether there will be increased challenges to existing
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agency regulations or how lower courts will apply the decision in the context of other regulatory schemes without more specific guidance from the U.S. Supreme Court. For example, the decision could significantly impact consumer protection, advertising, privacy, artificial intelligence, anti-corruption and anti-money laundering practices and other regulatory regimes with which we and our portfolio companies are or may be required to comply. Any such regulatory developments could result in uncertainty about and changes in the ways such regulations apply to us and our portfolio companies, and may require additional resources to ensure continued compliance. We cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States. Such actions could have a significant adverse effect on our business, financial condition and results of operations.
On January 20, 2025, Mr. Donald J. Trump was inaugurated as President of the United States. As a candidate, President Trump called for significant policy changes and the reversal of several of the prior presidential administration’s policies, including significant changes to U.S. fiscal, tax, trade, healthcare, immigration, foreign, and government regulatory policy. In addition, to the extent the U.S. Congress or the current or future presidential administrations implement changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation, interest rates, fiscal or monetary policy and other areas in ways that adversely impact us or our portfolio companies.
Further, there has been increasing commentary amongst regulators and intergovernmental institutions, including the Financial Stability Board and International Monetary Fund, on the topic of so called “shadow banking” (a term generally taken to refer to credit intermediation involving entities and activities outside the regulated banking system). We are an entity outside the regulated banking system and certain of our activities may be argued to fall within this definition and, in consequence, may be subject to regulatory developments. As a result, we and our investment adviser could be subject to increased levels of oversight and regulation. This could increase costs and limit operations. In an extreme eventuality, it is possible that such regulations could render our continued operation unviable and lead to our premature termination or restructuring.
Increasing scrutiny from stakeholders and regulators with respect to ESG matters may impose additional costs and expose us to additional risks.
Our business (including that of our portfolio companies) faces increasing public scrutiny related to ESG matters. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as human rights, environmental stewardship, support for local communities, corporate governance and transparency and considering ESG factors in our investment processes. Adverse incidents with respect to ESG matters could impact the value of our brand, our relationship with future portfolio companies, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations.
In addition, “Anti-ESG” sentiment has gained momentum across the U.S., with a growing number of states, federal agencies, the executive branch and Congress having enacted, proposed or indicated an intent to pursue “anti-ESG” policies, legislation or issued related legal opinions and engaged in related investigations and litigation. If investors subject to “anti-ESG” legislation view our investment adviser’s responsible investing or ESG practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in us and it could negatively impact the price of our common stock. In addition, corporate diversity, equity and inclusion (“DEI”) practices have recently come under increasing scrutiny. For example, some advocacy groups and federal and state officials have asserted that the U.S. Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters and several media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision. Additionally, in January 2025, President Trump signed a number of Executive Orders focused on DEI, which indicate continued scrutiny of DEI initiatives and potential related investigations of certain private entities with respect to DEI initiatives, including publicly traded companies. If we do not successfully manage expectations across varied stakeholder interests, it could erode stakeholder trust, impact our reputation and constrain our investment opportunities. Such scrutiny of both ESG and DEI related practices could expose our investment adviser to the risk of litigation, investigations or challenges by federal or state authorities or result in reputational harm.
Additionally, certain regulations related to ESG that are applicable to us or our portfolio companies could adversely affect our business. For example, the European Commission adopted an “action plan on financing sustainable growth.” The action plan is, among other things, designed to define and reorient investment toward more sustainable economic activity. The action plan contemplates, among other things: establishing European Union (“EU”) labels for green financial products; increasing disclosure requirements in the financial services sector around sustainability and strengthening the transparency of companies on their ESG policies and related processes and management systems; and introducing a ‘green supporting factor’ in the EU prudential rules for banks and insurance companies to incorporate climate risks into banks’ and insurance companies’ risk management policies. Moreover, on January 5, 2023, the Corporate Sustainability Reporting Directive (“CSRD”) came into effect. The CSRD amends and strengthens the rules introduced on sustainability reporting for companies, banks and insurance companies under the Non-Financial Reporting Directive (2014/95/EU) (“NFRD”). The CSRD requires a much broader range of companies, including non-EU companies with significant turnover and a legal presence in EU markets, to produce detailed and prescriptive reports on sustainability-related matters within their financial statements. There can be no assurance that adverse developments with respect to CSRD will not adversely affect our assets or the returns from those assets. One or more of our portfolio companies may fall within scope of CSRD and this may lead to increased management burdens and costs. There is a risk that a significant reorientation in the market following the implementation of these regulations could be adverse to
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our portfolio companies if they are perceived to be less valuable as a consequence of, e.g., their carbon footprint or allegations or evidence of “greenwashing” (i.e., the holding out of a product as having green or sustainable characteristics where this is not, in fact, the case). We and our portfolio companies are subject to the risk that similar measures might be introduced in other jurisdictions in the future. In addition, there is regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of ESG factors in order to allow investors to validate and better understand sustainability claims. For example, the SEC sometimes reviews compliance with ESG commitments in examinations and has taken enforcement actions against registered investment advisers for not establishing adequate or consistently implementing ESG policies and procedures to meet ESG commitments to investors. In March 2024, the SEC adopted rules aimed at enhancing and standardizing climate-related disclosures; however, these rules are stayed pending the outcome of consolidated legal challenges in the Eighth Circuit Court of Appeals. Compliance with any new laws, regulations or disclosure obligations increases our regulatory burden and could result in increased legal, accounting and compliance costs, make some activities more difficult, time-consuming and costly, affect the manner in which we or our portfolio companies conduct our businesses and adversely affect our profitability.
We are subject to risks associated with artificial intelligence and machine learning technology.
Recent technological advances in artificial intelligence and machine learning technology pose risks to our Company and our portfolio investments. Our Company and our portfolio investments could be exposed to the risks of artificial intelligence and machine learning technology if third-party service providers or any counterparties, whether or not known to our Company, also use artificial intelligence and machine learning technology in their business activities. We and our portfolio companies may not be in a position to control the use of artificial intelligence and machine learning technology in third-party products or services.
Use of artificial intelligence and machine learning technology could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party artificial intelligence and machine learning technology applications and users.
Independent of its context of use, artificial intelligence and machine learning technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that artificial intelligence and machine learning technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of artificial intelligence and machine learning technology. To the extent that we or our portfolio investments are exposed to the risks of artificial intelligence and machine learning technology use, any such inaccuracies or errors could have adverse impacts on our Company or our investments.
Artificial intelligence and machine learning technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments.
Additionally, legislative or other actions relating to taxes could have a negative effect on us.
The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. We cannot predict with certainty how any changes in the tax laws might affect us, our common stockholders, or our portfolio companies. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our common stockholders of such qualification or could have other adverse consequences. Stockholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.
Changes to United States tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.
The United States has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist 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.
The lack of liquidity in our investments may adversely affect our business.
All of our assets may be invested in illiquid loans and securities, and a substantial portion of our investments in leveraged companies will be subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of its portfolio quickly, we may realize significantly less than the value at which it has previously
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recorded its investments. Some of our debt investments may contain interest rate reset provisions that may make it more difficult for the borrowers to make periodic interest payments to us. In addition, some of our debt investments may not pay down principal until the end of their lifetimes, which could result in a substantial loss to us if the portfolio companies are unable to refinance or repay their debts at maturity.
We may be obligated to pay our investment adviser certain fees even if we incur a loss.
Our investment adviser is entitled to incentive fees for each fiscal quarter in an amount equal to a percentage of the excess of our pre-incentive fee net investment income for that quarter (before deducting any incentive fees and certain other items) above a threshold return for that quarter. Our pre-incentive fee net investment income for incentive fee purposes excludes realized and unrealized capital losses or depreciation and income taxes related to realized gains that we may incur in the fiscal quarter, even if such capital losses or depreciation and income taxes related to realized gains result in a net loss on our statement of operations for that quarter. Thus, we may be required to pay our investment adviser incentive fees for a fiscal quarter even if there is a decline in the value of our portfolio or the net asset value of our Common Shares or we incur a net loss for that quarter.
If a portfolio company defaults on a loan that is structured to provide interest, it is possible that accrued and unpaid interest previously used in the calculation of incentive fees will become uncollectible. Our investment adviser is not under any obligation to reimburse us for any part of incentive fees it received that was based on accrued income that we never receive.
There is a risk that investors in our Common Shares may not receive distributions or that our distributions may not grow over time and that investors in our debt may not receive all of the interest income to which they are entitled.
We make distributions on a monthly basis to our common stockholders out of assets legally available for distribution. There is no assurance we will pay distributions in any particular amount, if at all. We may fund any distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital to stockholders or offering proceeds, and we have no limits on the amounts we may pay from such sources. In addition, distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by our investment adviser or its affiliates, that may be subject to reimbursement to our investment adviser or its affiliates. The repayment of any amounts owed to our investment adviser or our affiliates will reduce future distributions to which you would otherwise be entitled. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. If we declare a dividend and if more stockholders opt to receive cash distributions rather than participate in its reinvestment plan, we may be forced to sell some of our investments in order to make cash dividend payments.
In addition, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions. Certain of our credit facilities may also limit our ability to declare dividends if we default under certain provisions. Further, if we invest a greater amount of assets in equity securities that do not pay current dividends, it could reduce the amount available for distribution.
The above-referenced restrictions on distributions may also inhibit our ability to make required interest payments to holders of our debt, which may cause a default under the terms of our debt agreements. Such a default could materially increase our cost of raising capital, as well as cause us to incur penalties under the terms of our debt agreements.
The amount of any distributions we may make is uncertain. Our distributions may exceed our earnings, particularly during the period before we have substantially invested the net proceeds from the Offering. Therefore, portions of the distributions that we make may represent a return of capital to you that will lower your tax basis in your Common Shares and thereby increase the amount of capital gain (or decrease the amount of capital loss) realized upon a subsequent sale or redemption of such shares and reduce the amount of funds we have for investment in targeted assets.
We may fund our cash distributions to stockholders from any sources of funds available to us, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and expense reimbursement waivers from the investment adviser or the administrator, if any. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described in this Annual Report. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC may limit our ability to pay distributions. All distributions are and will be paid at the sole discretion of our Board and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time. We cannot assure you that we will continue to pay distributions to our common stockholders in the future. In the event that we encounter delays in locating suitable investment opportunities, we may pay all or a substantial portion of our distributions from the proceeds of the Offering or from borrowings in anticipation of future cash flow, which may constitute a return of your capital. A return of capital is a return of your investment, rather than a return of earnings or gains derived from our investment activities.
Our distributions to stockholders may be funded from expense reimbursements that are subject to repayment pursuant to our Expense Support and Conditional Reimbursement Agreement.
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Substantial portions of our distributions may be funded through the reimbursement of certain expenses by our investment adviser and its affiliates. Any such distributions funded through expense reimbursements will not be based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or our investment adviser and its affiliates continue to make such reimbursements. As of December 31, 2024, there was $5.0 million of expenses supported by the investment adviser that were eligible for reimbursement pursuant to the Expense Support and Conditional Reimbursement Agreement. Our future repayments of amounts reimbursed by our investment adviser or its affiliates will reduce the distributions that stockholders would otherwise receive in the future. In addition, the initial advancement of expenses or waiver of fees by our investment adviser and its affiliates pursuant to the Expense Support and Conditional Reimbursement Agreement may prevent or reduce a decline in NAV in the short term, and our reimbursement of these amounts may reduce NAV in the future. Further, there can be no assurance that we will achieve the performance necessary to be able to pay distributions at a specific rate or at all. Our investment adviser and its affiliates have no obligation to waive advisory fees or otherwise reimburse expenses in future periods.
We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, or proceeds from the Offering, to fund distributions (which may reduce the amount of capital we ultimately invest in assets).
Stockholders should understand that any distributions made from sources other than cash flow from operations or relying on expense reimbursement waivers, if any, from our investment adviser or our administrator are not based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or our investment adviser or our administrator continues to makes such expense reimbursements, if any. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, how quickly we invest the proceeds from this and any future offering and the performance of our investments. Stockholders should also understand that our future repayments to our investment adviser will reduce the distributions that they would otherwise receive. There can be no assurance that we will achieve such performance in order to sustain these distributions, or be able to pay distributions at all. Our investment adviser and our administrator have no obligation to waive fees or receipt of expense reimbursements, if any.
Our investment adviser and administrator each have the ability to resign on 120 days’ and 60 days’ notice, respectively, and we may not be able to find a suitable replacement within that time, resulting in a disruption in operations that could adversely affect our financial condition, business and results of operations.
Our investment adviser has the right under the Investment Advisory and Management Agreement to resign as our investment adviser at any time upon not less than 120 days’ written notice, whether we have found a replacement or not. Similarly, our administrator has the right under the Administration Agreement to resign at any time upon not less than 60 days’ written notice, whether we have found a replacement or not. If our investment adviser or administrator were to resign, we may not be able to find a new investment adviser or administrator, as applicable, or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 120 days or 60 days, respectively, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions to our common stockholders are likely to be adversely affected and the market price of our shares may decline. In addition, the coordination of our internal management and investment or administrative activities, as applicable, is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by our investment adviser and administrator, as applicable. Even if we are able to retain a comparable service provider or individuals performing such services are retained, whether internal or external, their integration and lack of familiarity with our investment objectives may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.
In addition, if our investment adviser resigns or is terminated, we would lose the benefits of our relationship with Crescent, including the use of its communication and information systems, market expertise, sector and macroeconomic views and due diligence capabilities, as well as any investment opportunities referred to us by Crescent, and we would be required to change our name, which may have a material adverse impact on our operations.
Although we have adopted a share repurchase program, we have discretion to not repurchase your Common Shares, to suspend the program, and to cease repurchases.
We have adopted a share repurchase program. Our Board may amend, suspend or terminate the share repurchase program at any time in its discretion. You may not be able to sell your Common Shares at all in the event our Board amends, suspends or terminates the share repurchase program, absent a liquidity event, and we currently do not intend to undertake a liquidity event, and we are not obligated by our charter or otherwise to effect a liquidity event at any time. We will notify you of such developments in our quarterly reports or other filings. If less than the full amount of Common Shares requested to be repurchased in any given repurchase offer is repurchased, funds will be allocated pro rata based on the total number of Common Shares being repurchased without regard to class. The share repurchase program has many limitations and should not be relied upon as a method to sell shares promptly or at a desired price.
As a public company, we are subject to regulations not applicable to private companies, such as provisions of the Sarbanes-Oxley Act. Efforts to comply with such regulations will involve significant expenditures, and such regulations may adversely affect us.
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As a public company, we are subject to the Sarbanes-Oxley Act, and the related rules and regulations promulgated by the SEC. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a relatively new company, developing and maintaining an effective system of internal controls may require significant expenditures, which may negatively impact our financial performance and our ability to make distributions. This process also will result in a diversion of our management’s time and attention. We cannot be certain of when our evaluation, testing and remediation actions will be completed or the impact of the same on our operations. In addition, we may be unable to ensure that the process is effective or that our internal controls over financial reporting are or will be effective in a timely manner. In the event that we are unable to develop or maintain an effective system of internal controls and maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, we may be adversely affected.
Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until there is a public market for our Common Shares, which is not expected to occur.
We are an “emerging growth company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Common Shares less attractive to investors.
We are and we will remain an “emerging growth company” as defined in the JOBS Act until the earlier of (a) the last day of the fiscal year (i) in which we have total annual gross revenue of at least $1 billion, or (ii) in which we are deemed to be a large accelerated filer, which means the market value of our Common Shares that is held by non-affiliates exceeds $700 million as of the date of our most recently completed second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three- year period. For so long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our Common Shares less attractive because we will rely on some or all of these exemptions. If some investors find our Common Shares less attractive as a result, there may be a less active trading market for our Common Shares and our share price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public company effective dates and may result in less investor confidence.
We may not be able to obtain all required state licenses.
We may be required to obtain various state licenses in order to, among other things, originate commercial loans. Applying for and obtaining required licenses can be costly and take several months. There is no assurance that we will obtain all of the licenses that we need on a timely basis. Furthermore, we will be subject to various information and other requirements in order to obtain and maintain these licenses, and there is no assurance that we will satisfy those requirements. Our failure to obtain or maintain licenses might restrict investment options and have other adverse consequences.
Compliance with the SEC’s Regulation Best Interest may negatively impact our ability to raise capital in an offering of our Common Shares, which would harm our ability to achieve our investment objectives.
Broker-dealers must comply with Regulation Best Interest, which, among other requirements, enhances the existing standard of conduct for broker-dealers and establishes a “best interest” obligation for broker-dealers and their associated persons when making recommendations of any securities transaction or investment strategy involving securities to a retail customer. The obligations of Regulation Best Interest are in addition to, and may be more restrictive than, the suitability requirements listed above. When making such a recommendation to a retail customer, a broker-dealer must, among other things, act in the best interest of the retail customer at the time a recommendation is made, without placing its interests ahead of its retail customer’s interests. A broker-dealer may satisfy the best interest standard imposed by Regulation Best Interest by meeting disclosure, care, conflict of interest and compliance obligations. In addition, broker-dealers are required to provide retail investors a brief relationship summary, or Form CRS, that summarizes for the retail investor key information about the broker-dealer.
Under Regulation Best Interest, high cost, high risk and complex products may require greater scrutiny by broker-dealers and their salespersons before they recommend such products. There are likely alternatives to us that are reasonably available to a retail customer, through their broker or otherwise, and those alternatives may be less costly, have less complexity or have lower investment risk. Among other alternatives, listed BDCs may be reasonable alternatives to an investment in our Common Shares, and may feature characteristics like lower cost, less complexity, and lesser or different risks. Investments in listed securities also often involve nominal or zero commissions at the time of initial purchase. Currently, there is no administrative or case law interpreting Regulation Best Interest and the full scope of its applicability on brokers participating in an offering of our Common Shares cannot be determined at this time.
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The impact of Regulation Best Interest on brokers participating in an offering of our Common Shares cannot be determined at this time, but it may negatively impact whether brokers and their associated persons recommend an offering of our Common Shares to retail customers. Such brokers and their associated persons may determine that Regulation Best Interest requires such brokers and their associated persons to not recommend the Fund to their customers because doing so may not be in the customers’ best interest, which would negatively impact our ability to raise capital in an offering of our Common Shares. If Regulation Best Interest reduces our ability to raise capital in an offering of our Common Shares, it would harm our ability to create a diversified portfolio of investments and achieve our investment objectives and would result in our fixed operating costs representing a larger percentage of our gross income.
Risks Relating to Our Investments
Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing NAV through increased net unrealized depreciation.
As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined by our investment adviser, as the Board’s valuation designee, as described above in “—Risks Relating to our Business and Structure—Most of our portfolio investments will not be publicly traded and, as a result, the fair value of these investments may not be readily determinable.”
When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). As a result, volatility in the capital markets can also adversely affect our investment valuations. We record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our NAV by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity, and rising interests rates may make it more difficult for portfolio companies to make periodic payments on their loans.
Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity. This risk and the risk of default is increased to the extent that the loan documents do not require the portfolio companies to pay down the outstanding principal of such debt prior to maturity. In addition, if general interest rates rise, there is a risk that our portfolio companies will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Any failure of one or more portfolio companies to repay or refinance its debt at or prior to maturity or the inability of one or more portfolio companies to make ongoing payments following an increase in contractual interest rates could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We will be subject to the risk that the debt investments we make in our portfolio companies may be repaid prior to maturity.
We expect that our investments will generally allow for repayment at any time subject to certain penalties. When such prepayment occurs, we intend to generally reinvest these proceeds in temporary investments, pending their future investment in accordance with our investment strategy. These temporary investments will typically have substantially lower yields than the debt being prepaid, and we could experience significant delays in reinvesting these amounts. Any future investment may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elects to prepay amounts owed to us. Additionally, prepayments could negatively impact our ability to pay, or the amount of, dividends on our Common Shares, which could result in a decline in the market price of our shares.
Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies.
Certain of our portfolio companies may be in industries that have been, or are expected to be, impacted by inflation. U.S. inflation rates have fluctuated in recent periods, and remain well above historical levels over the past several decades. Inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and our portfolio companies’ operations. If these portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net assets resulting from operations. See “—We are exposed to risks associated with changes in interest rates.”
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We typically invest in middle-market companies, which involves higher risk than investments in large companies.
Our investment strategy focuses on investments in private middle-market companies. Our primary focus is to invest in companies with EBITDA of $35 million to $120 million; however, we may invest in larger or smaller companies. Investment in private and middle-market companies involves a number of significant risks. Generally, little public information exists about these companies, and we will rely on the ability of Crescent’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision and may lose money on our investments. Middle-market companies may have limited financial resources and may be unable to meet their obligations under their loans and debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees that it may have obtained in connection with our investment.
In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, middle-market companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on one or more of the portfolio companies we invest in and, in turn, on us. Middle-market companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. In addition, our executive officers, directors and our investment adviser, its affiliates, and/or any of their respective principals and employees may, in the ordinary course of business, be named as defendants in litigation arising from our investments in portfolio companies. What constitutes a middle-market company is not standardized in our industry, and our definition may differ from those of our competitors and other market participants. Additionally, the primary metric we use to identify middle-market companies, EBITDA, is based in part on qualitative judgment. Thus, our calculation of a company’s EBITDA may differ from those of other parties.
In addition, investment in middle-market companies involves a number of other significant risks, including:
Our investments may be risky and we could lose all or part of our investment.
The debt that we invest in is typically not initially rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s Ratings Services). Below investment grade securities have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Therefore, our investments may result in an above average amount of risk and volatility or loss of principal. While the debt we invest in is often secured, such security does not guarantee that we will receive principal and interest payments according to the terms of the loan, or that the value of any collateral will be sufficient to allow us to recover all or a portion of the outstanding amount of the loan should we be forced to enforce our remedies.
Some of the loans in which we may invest directly or indirectly through investments in collateralized debt obligations (“CDOs”), collateralized loan obligations (“CLOs”) or other types of structured entities may be “covenant-lite” loans, which means the loans contain fewer covenants than other loans (in some cases, none) and may not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. An investment by us in a covenant-lite loan may potentially hinder the ability to reprice credit risk associated with the issuer and reduce the ability to restructure a problematic loan and mitigate potential loss. We may also experience delays in enforcing our rights under covenant-lite loans. Furthermore, we will generally not have direct rights against the underlying borrowers or entities that sponsor CLOs, which means we will not be able to directly enforce any rights and remedies in the event of a default of a loan held by a CLO vehicle. As a result of these risks, our exposure to losses may be increased, which could result in an adverse impact on our net income and net asset value.
We also may invest in assets other than first and second lien and subordinated debt investments, including high-yield securities, U.S. government securities, credit derivatives and other structured securities and certain direct equity investments. These investments entail additional risks that could adversely affect our investment returns.
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We may invest in high yield debt, or below investment grade securities, which has greater credit and liquidity risk than more highly rated debt obligations.
We may also invest in debt securities which will not be rated by any rating agency and, if they were rated, would be rated as below investment grade quality. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Below investment grade securities have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.
Investments in equity securities, many of which are illiquid with no readily available market, involve a substantial degree of risk.
We may purchase common and other equity securities. Although common stock has historically generated higher average total returns than fixed income securities over the long-term, common stock also has experienced significantly more volatility in those returns. The equity securities we acquire may fail to appreciate and may decline in value or become worthless and our ability to recover our investment will depend on the underlying portfolio company’s success. Investments in equity securities involve a number of significant risks, including:
There are special risks associated with investing in preferred securities, including:
Additionally, when we invest in first lien senior secured loans (including “unitranche” loans, which are loans that combine both senior and subordinated debt, generally in a first lien position), second lien senior secured loans or subordinated debt, we may acquire warrants or other equity securities as well. Our goal is ultimately to dispose of such equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.
We may invest, to the extent permitted by law, in the equity securities of investment funds that are operating pursuant to certain exceptions to the Investment Company Act and in advisers to similar investment funds and, to the extent we so invest, will bear our ratable share of any such company’s expenses, including management and performance fees. We will also remain obligated to pay the management fee and incentive fees to our investment adviser with respect to the assets invested in the securities and instruments of such companies. With respect to each of these investments, each of our common stockholders will bear his or her share of the management fee and incentive fees due to our investment adviser as well as indirectly bearing the management and performance fees and other expenses of any such investment funds or advisers.
We may be subject to risks associated with syndicated loans.
From time to time, our investments may consist of syndicated loans that were not originated by us or our investment adviser. Under the documentation for such loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributed payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. Accordingly, we may be precluded from directing such actions unless we or our investment adviser is the designated administrative
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agent or collateral agent or we act together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure you that the actions taken will be in our best interests.
There is a risk that a loan agent may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness and actions to realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution. In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice.
The disposition of our investments may result in contingent liabilities.
We currently expect that substantially all of our investments will involve loans and private securities. In connection with the disposition of an investment in loans and private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to potential liabilities. These arrangements may result in contingent liabilities that ultimately result in funding obligations that we must satisfy through its return of distributions previously made to us.
Our subordinated investments may be subject to greater risk than investments that are not similarly subordinated.
We may make subordinated investments that rank below other obligations of the borrower in right of payment. Subordinated investments are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the borrower or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations.
There may be circumstances in which our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
If one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts and circumstances, a bankruptcy court might recharacterize our debt holding as an equity investment and subordinate all or a portion of our claim to that of other creditors. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or exercise control over the borrower. For example, we could become subject to a lender’s liability claim, if, among other things, we actually render significant managerial assistance.
We may hold the debt securities of leveraged companies.
Investment in leveraged companies involves a number of significant risks. Leveraged companies in which we invest may have limited financial resources and may be unable to meet their obligations under their loans and debt securities that we hold. Such developments may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees that it may have obtained in connection with our investment. Smaller leveraged companies also may have less predictable operating results and may require substantial additional capital to support their operations, finance their expansion or maintain their competitive position.
Leveraged companies may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by a portfolio company may adversely and permanently affect the portfolio company. If the proceeding is converted to a liquidation, the value of the portfolio company may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective.
The administrative costs in connection with a bankruptcy proceeding are frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations that we own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.
Our portfolio companies may incur debt or issue equity securities that rank equally with, or senior to, our investments in such companies.
Our portfolio companies may have, or may be permitted to incur, other debt, or issue other equity securities, that rank equally with, or senior to, our investments. By their terms, such instruments may provide that the holders are entitled to receive payment of dividends, interest or principal on or before the dates on which we are entitled to receive payments in respect of our investments. These
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debt investments would usually prohibit the portfolio companies from paying interest on or repaying our investments in the event and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company typically are entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such holders, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of securities ranking equally with our investments, we would have to share on an equal basis any distributions with other security holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
The rights we may have with respect to the collateral securing any junior priority loans we make to our portfolio companies may also be limited pursuant to the terms of one or more intercreditor agreements (including agreements governing “first out” and “last out” structures) that we enter into with the holders of senior debt. Under such an intercreditor agreement, at any time that senior obligations are outstanding, we may forfeit certain rights with respect to the collateral to the holders of the senior obligations. These rights may include the right to commence enforcement proceedings against the collateral, the right to control the conduct of such enforcement proceedings, the right to approve amendments to collateral documents, the right to release liens on the collateral and the right to waive past defaults under collateral documents. We may not have the ability to control or direct such actions, even if as a result our rights as junior lenders are adversely affected.
When we are a debt or minority equity investor in a portfolio company, we are often not in a position to exert influence on the entity, and other equity holders and management of the company may make decisions that could decrease the value of our investment in such portfolio company.
When we make debt or minority equity investments, we are subject to the risk that a portfolio company may make business decisions with which we disagree and the other equity holders and management of such company may take risks or otherwise act in ways that do not serve our interests. As a result, a portfolio company may make decisions that could decrease the value of our investment.
Our portfolio companies may be highly leveraged.
Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies’ ability to finance their future operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.
Our investments in foreign companies may involve significant risks in addition to the risks inherent in U.S. investments.
Our investment strategy contemplates potential investments in foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes (potentially at confiscatory levels), less liquid markets, less available information than is generally the case in the U.S., higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.
Although we expect most of our investments will be U.S. dollar denominated, our investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us.
The due diligence process that our investment adviser undertakes in connection with our investments may not reveal all the facts that may be relevant in connection with an investment.
Our investment adviser’s due diligence may not reveal all of a company’s liabilities and may not reveal other weaknesses in its business. There can be no assurance that our due diligence process will uncover all relevant facts that would be material to an investment decision. Before making an investment in, or a loan to, a company, our investment adviser will assess the strength and skills of the company’s management team and other factors that it believes are material to the performance of the investment. In making the assessment and otherwise conducting customary due diligence, our investment adviser will rely on the resources available to it and, in some cases, an investigation by third parties. This process is particularly important and highly subjective with respect to newly organized entities because there may be little or no information publicly available about the entities. We may make investments in, or loans to, companies, including middle market companies, which are not subject to public company reporting requirements, including requirements regarding preparation of financial statements, and will, therefore, depend upon the compliance by investment companies with their contractual reporting obligations and the ability of our investment advisers’ investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If we and our investment adviser are unable to uncover all material information about these companies, we may not make a fully informed investment decision and may lose money on our
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investments. As a result, the evaluation of potential investments and the ability to perform due diligence on and effective monitoring of investments may be impeded, and we may not realize the returns that it expects on any particular investment. In the event of fraud by any company in which we invest or with respect to which we make a loan, we may suffer a partial or total loss of the amounts invested in that company.
We may be subject to risks under hedging transactions and may become subject to risk if we invest in non-U.S. securities.
The Investment Company Act generally requires that 70% of our investments be in issuers each of whom is organized under the laws of, and has its principal place of business in, any state of the United States, the District of Columbia, Puerto Rico, the Virgin Islands or any other possession of the United States. However, our portfolio may include debt securities of non-U.S. companies, including emerging market issuers, to the limited extent such transactions and investments would not cause us to violate the Investment Company Act. We expect that these investments would focus on the same secured debt, unsecured debt and related equity security investments that we make in U.S. middle-market companies and, accordingly, would be complementary to our overall strategy and enhance the diversity of our holdings. Investing in loans and securities of emerging market issuers involves many risks including economic, social, political, financial, tax and security conditions in the emerging market, potential inflationary economic environments, regulation by foreign governments, different accounting standards and political uncertainties. Economic, social, political, financial, tax and security conditions also could negatively affect the value of emerging market companies. These factors could include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations or judgments or foreclosing on collateral, lack of uniform accounting and auditing standards and greater price volatility.
Engaging in either hedging transactions or investing in foreign loans and securities would entail additional risks to our common stockholders. We could, for example, use instruments such as interest rate swaps, caps, collars and floors and, if we were to invest in foreign loans and securities, we could use instruments such as forward contracts or currency options and borrow under a credit facility in currencies selected to minimize our foreign currency exposure. In each such case, we generally would seek to hedge against fluctuations of the relative values of our portfolio positions from changes in market interest rates or currency exchange rates. Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of the positions declined. However, such hedging could establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions could also limit the opportunity for gain if the values of the underlying portfolio positions increased. Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuation that was so generally anticipated that we would not be able to enter into a hedging transaction at an acceptable price.
While we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates could result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged could vary. Moreover, for a variety of reasons, we might not seek to establish a perfect correlation between the hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation could prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it might not be possible for us to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those loans and securities would likely fluctuate as a result of factors not related to currency fluctuations.
We may not realize anticipated gains on the equity interests in which we invest.
When we invest in loans and debt securities, we may acquire warrants or other equity securities of portfolio companies as well. We may also invest in equity securities directly. To the extent we hold equity investments, we will attempt to dispose of them and realize gains upon such disposition. However, the equity interests we receive may not appreciate in value and, may decline in value. As a result, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.
Changes in healthcare laws and other regulations applicable to some of our portfolio companies businesses may constrain their ability to offer their products and services.
Changes in healthcare or other laws and regulations applicable to the businesses of some of our portfolio companies may occur that could increase their compliance and other costs of doing business, require significant systems enhancements, or render their products or services less profitable or obsolete, any of which could have a material adverse effect on their results of operations. There has also been an increased political and regulatory focus on healthcare laws in recent years, and new legislation could have a material effect on the business and operations of some of our portfolio companies.
Our investments in the consumer products and services sector are subject to various risks including cyclical risks associated with the overall economy.
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General risks of companies in the consumer products and services sector include cyclicality of revenues and earnings, economic recession, currency fluctuations, changing consumer tastes, extensive competition, product liability litigation and increased government regulation. Generally, spending on consumer products and services is affected by the health of consumers. Companies in the consumer products and services sectors are subject to government regulation affecting the permissibility of using various food additives and production methods, which regulations could affect company profitability. A weak economy and its effect on consumer spending would adversely affect companies in the consumer products and services sector.
Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation.
These risks include the effects of changes in interest rates on the profitability of financial services companies, the rate of corporate and consumer debt defaults, price competition, governmental limitations on a company’s loans, other financial commitments, product lines and other operations and recent ongoing changes in the financial services industry (including consolidations, development of new products and changes to the industry’s regulatory framework). There is continued instability and volatility in the financial markets. Insurance companies have additional risks, such as heavy price competition, claims activity and marketing competition, and can be particularly sensitive to specific events such as man-made and natural disasters (including weather catastrophes), climate change, terrorism, mortality risks and morbidity rates.
Our investments in technology companies are subject to many risks, including volatility, intense competition, shortened product life cycles, litigation risk and periodic downturn.
We have invested and will continue investing in technology companies, many of which may have narrow product lines and small market shares, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as to general economic downturns. The revenues, income (or losses), and valuations of technology-related companies can and often do fluctuate suddenly and dramatically. In addition, technology related markets are generally characterized by abrupt business cycles and intense competition, where the leading companies in any particular category may hold a highly concentrated percentage of the overall market share.
Therefore, our portfolio companies may face considerably more risk of loss than do companies in other industry sectors.
The effect of global climate change may impact the operations of our portfolio companies.
Climate change creates physical and financial risk and some of our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies' financial condition, through decreased revenues. Extreme weather conditions or events (including wildfires, droughts, hurricanes and floods), which may become more severe and frequent as a result of climate change, in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions. Other risks associated with climate change include transition risks, such as risks related to the impact of climate-related legislation and regulation (both domestically and internationally), political and policy risks, as well as risks related to climate-related business trends, including changes in technology and consumer preferences.
Risks Relating to an Investment in Our Common Shares
Investing in our Common Shares may involve an above average degree of risk.
The investments we make in accordance with our investment objectives may result in a higher amount of risk than alternative investment options and volatility or loss of principal, including the risk that the investor may lose their entire investment. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our securities may not be suitable for someone with lower risk tolerance.
If we are unable to raise substantial funds, then we will be more limited in the number and type of investments we may make, our expenses may be higher relative to our total assets, and the value of your investment in us may be reduced in the event our assets under-perform.
Amounts that we raise may not be sufficient for us to purchase a broad portfolio of investments. To the extent that we do not raise sufficient capital, the opportunity for us to purchase a broad portfolio of investments may be decreased and the returns achieved on those investments may be reduced as a result of allocating all of our expenses among a smaller capital base. If we are unable to raise substantial funds, we may not achieve certain economies of scale and our expenses may represent a larger proportion of our total assets.
We may have difficulty sourcing investment opportunities.
We cannot assure investors that we will be able to locate a sufficient number of suitable investment opportunities to allow us to deploy all investments successfully. In addition, privately negotiated investments in loans and illiquid securities of private middle market
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companies require substantial due diligence and structuring, and we cannot assure investors that we will achieve our anticipated investment pace. As a result, investors will be unable to evaluate any future portfolio company investments prior to purchasing our Common Shares. Additionally, our investment adviser selects our investments, and our common stockholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our Common Shares. To the extent we are unable to deploy all investments, our investment income and, in turn, our results of operations, will likely be materially adversely affected.
An investment in our Common Shares will have limited liquidity.
Our shares constitute illiquid investments for which there is not, and will likely not be, a secondary market at any time prior to a listing of our Common Shares on a national securities exchange. There can be no guarantee that we will list our Common Shares on a national securities exchange. Investment in our Common Shares is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in our Common Shares. Except in limited circumstances for legal or regulatory purposes, stockholders are not entitled to have their shares repurchased. Stockholders must be prepared to bear the economic risk of an investment in our Common Shares for an extended period of time. While we may consider a liquidity event at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by our charter or otherwise to effect a liquidity event at any time.
Certain investors will be subject to Exchange Act filing requirements.
Because our Common Shares will be registered under the Exchange Act, ownership information for any person who beneficially owns 5% or more of our Common Shares will have to be disclosed in a Schedule 13G or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. In some circumstances, our common stockholders who choose to reinvest their dividends may see their percentage stake in us increased to more than 5%, thus triggering this filing requirement. Each stockholder is responsible for determining its filing obligations and preparing the filings. In addition, our common stockholders who hold more than 10% of a class of our Common Shares may be subject to Section 16(b) of the Exchange Act, which recaptures for the benefit of our profits from the purchase and sale of registered stock (and securities convertible or exchangeable into such registered stock) within a six-month period.
Special considerations for certain benefit plan investors.
We intend to conduct our affairs so that our assets should not be deemed to constitute “plan assets” under ERISA and the Plan Asset Regulations. In this regard, until such time as all classes of our Common Shares are considered “publicly-offered securities” within the meaning of the Plan Asset Regulations, we intend to limit investment in each class of our Common Shares by “benefit plan investors” to less than 25% of the total value of each class of our Common Shares (within the meaning of the Plan Asset Regulations).
If, notwithstanding our intent, our assets were deemed to be “plan assets” of any common stockholder that is a “benefit plan investor” under the Plan Asset Regulations, this would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by us, and (ii) the possibility that certain transactions in which we might seek to engage could constitute “prohibited transactions” under ERISA and Section 4975 of the Code. If a prohibited transaction occurs for which no exemption is available, our investment adviser and/or any other fiduciary that has engaged in the prohibited transaction could be required to (i) restore to the “benefit plan investor” any profit realized on the transaction and (ii) reimburse the Covered Plan (as defined below) for any losses suffered by the “benefit plan investor” as a result of the investment. In addition, each party in interest or disqualified person (within the meaning of Section 3(14) of ERISA or Section 4975 of the Code) involved could be subject to an excise tax equal to 15% of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, to an additional tax of 100%. The fiduciary of a “benefit plan investor” who decides to invest in us could, under certain circumstances, be liable for prohibited transactions or other violations as a result of its investment in us or as co-fiduciary for actions taken by or on behalf of us or our investment adviser. With respect to a “benefit plan investor” that is an IRA that invests in us, the occurrence of a prohibited transaction involving the individual who established the IRA, or his or her beneficiaries, would cause the IRA to lose its tax-exempt status.
Until such time as all the classes of our Common Shares constitute “publicly traded securities” within the meaning of the Plan Asset Regulations, we have the power to (a) exclude any common stockholder or potential common stockholder from purchasing our Common Shares; (b) prohibit any redemption of our Common Shares; and (c) redeem some or all Common Shares held by any holder if, and to the extent that, our Board determines that there is a substantial likelihood that such holder’s purchase or ownership of Common Shares or the redemption of such holder’s Common Shares would result in our assets to be characterized as “plan assets,” for purposes of the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code, and all of our Common Shares of the Fund shall be subject to such terms and conditions.
Prospective investors should carefully review the matters discussed under “Restrictions on Share Ownership” and should consult with their own advisors as to the consequences of making an investment in the Fund.
No stockholder approval is required for certain mergers.
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Our Board may undertake to approve mergers between us and certain other funds or vehicles. Subject to the requirements of the Investment Company Act, Maryland law and our charter, such mergers will not require stockholder approval so you will not be given an opportunity to vote on these matters unless such mergers are reasonably anticipated to result in a material dilution of our NAV per share of the Fund or are otherwise required to be approved under Maryland law. These mergers may involve funds managed by affiliates of our investment adviser. Subject to stockholder approval, the Board may also seek to convert the form and/or jurisdiction of organization, including to take advantage of laws that are more favorable to maintaining board control in the face of dissident stockholders.
The NAV of our Common Shares, and liquidity, if any, of the market for our Common Shares may fluctuate significantly.
The capital and credit markets have experienced periods of extreme volatility and disruption over the past several years. The NAV for our Common Shares may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
Our common stockholders will experience dilution in their ownership percentage if they opt out of our distribution reinvestment plan.
All distributions declared in cash payable to stockholders that are participants in our distribution reinvestment plan are automatically reinvested in our Common Shares. As a result, our common stockholders that opt out of our distribution reinvestment plan will experience dilution in their ownership percentage of our Common Shares, and thus, their voting power, over time. See “Distribution Reinvestment Plan.”
Common stockholders who participate in the distribution reinvestment plan may increase their risk of overconcentration.
Common stockholders who opt in to our distribution reinvestment plan will have any cash distributions otherwise payable to them automatically reinvested in additional shares of our common stock. This may increase such stockholder’s ownership percentage in us and could increase such stockholder’s risk of overconcentration.
Our future credit ratings may not reflect all risks of an investment in our debt securities.
Our credit ratings are an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our debt securities. Our future credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed above on the market value of or trading market for the publicly issued debt securities.
Our Charter designates the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the U.S. District Court for the District of Maryland, Northern Division, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.
Our charter provides that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the U.S. District Court for the District of Maryland, Northern Division, will be the sole and exclusive forum for: (a) any Internal Corporate Claim, as such term is defined in the Maryland General Corporation Law (“MGCL"), other than any action arising under federal or state securities laws, including, without limitation, (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of any duty owed by any of our directors or officers or other employees to us or to our stockholders or (iii) any action asserting a claim against us or any of our directors or officers or other
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employees arising pursuant to any provision of the MGCL or the charter or the bylaws; or (b) any action asserting a claim against us or any of our directors or officers or other employees that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in our Common Shares will be deemed to have notice of and to have consented and waived any objection to this exclusive forum provision of the charter, as the same may be amended from time to time. The charter includes this provision so that we can respond to litigation more efficiently, reduce the costs associated with our responses to such litigation, particularly litigation that might otherwise be brought in multiple forums, and make it less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements. However, this exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that such stockholder believes is favorable for disputes with us or our directors, officers or other employees, if any, and may discourage lawsuits against us and our directors, officers or other employees, if any. We believe the risk of a court declining to enforce this exclusive forum provision is remote, as the General Assembly of Maryland has specifically amended the MGCL to authorize the adoption of such provision. However, if a court were to find such provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings notwithstanding that the MGCL expressly provides that the charter or bylaws of a Maryland corporation may require that any Internal Corporate Claim be brought only in courts sitting in one or more specified jurisdictions, we may incur additional costs that it does not currently anticipate associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.
General Risk Factors
Economic recessions or downturns could impair our portfolio companies, and defaults by our portfolio companies will harm our operating results.
Many of the portfolio companies in which we expect to make investments are likely to be susceptible to economic slowdowns or recessions and may be unable to repay their loans during such periods. Therefore, the number of our non-performing assets is likely to increase and the value of our portfolio is likely to decrease during such periods. Macroeconomic factors such as real GDP growth, consumer confidence, global health crises, supply chain disruptions, inflation, employment levels, oil prices, interest rates, tax rates, foreign currency exchange rate fluctuations and other macroeconomic trends including economic and political events in or affecting the world's major economies, such as the ongoing war between Russia and Ukraine and conflicts in the Middle East, can adversely affect customer demand for the products and services that our portfolio companies offer and may adversely impact their businesses or financial results. Market uncertainty and volatility have also been magnified as a result of the 2024 U.S. presidential and congressional elections and resulting uncertainties regarding actual and potential shifts in the U.S. and foreign trade, economic and other policies, including with respect to treaties and tariffs. In addition, although we invest primarily in companies located in the United States, our portfolio companies may rely on parts or supplies manufactured outside the United States. As a result, any event causing a disruption of imports, including natural disasters, public health crises, or the imposition of import or trade restrictions in the form of tariffs or quotas could increase the cost and reduce the supply of products available to our portfolio companies, which may negatively impact their businesses or financial results.
Adverse economic conditions may also decrease the value of collateral securing some of our loans and debt securities and the value of our equity investments. If the value of collateral underlying our loan declines during the term of the loan, a portfolio company may not be able to obtain the necessary funds to repay the loan at maturity through refinancing. Decreasing collateral value may hinder a portfolio company’s ability to refinance our loan because the underlying collateral cannot satisfy the debt service coverage requirements necessary to obtain new financing. Thus, economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit its access to the capital markets or result in a decision by lenders not to extend credit to us. We consider a number of factors in making our investment decisions, including, but not limited to, the financial condition and prospects of a portfolio company and its ability to repay our loan. Unfavorable economic conditions could negatively affect the valuations of our portfolio companies and, as a result, make it more difficult for such portfolio companies to repay or refinance our loan. Therefore, these events could prevent us from increasing our investments and harm our operating results. A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due, termination of the portfolio company’s loans and foreclosure on its assets, which could trigger cross-defaults under other agreements and jeopardize its ability to meet its obligations under the loans and debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company, which may include the waiver of certain financial covenants. Furthermore, if one of our portfolio companies were to file for bankruptcy protection, depending on the facts and circumstances, including the extent to which we actually provide significant managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to claims of other creditors, even though we may have structured our investment as senior secured debt.
In addition, the failure of certain financial institutions, namely banks, may increase the possibility of a sustained deterioration of financial market liquidity, or illiquidity at clearing, cash management and/or custodial financial institutions. The failure of a bank (or banks) with which we and/or our portfolio companies have a commercial relationship could adversely affect, among other things, our and/or our portfolio companies’ ability to pursue key strategic initiatives, including by affecting our or our portfolio company’s ability to access deposits or borrow from financial institutions on favorable terms. Additionally, if a portfolio company or its sponsor has a
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commercial relationship with a bank that has failed or is otherwise distressed, the portfolio company may experience issues receiving financial support from a sponsor to support its operations or consummate transactions, to the detriment of their business, financial condition and/or results of operations. In addition, such bank failure(s) could affect, in certain circumstances, the ability of both affiliated and unaffiliated co-lenders, including syndicate banks or other fund vehicles, to undertake and/or execute co-investment transactions with us, which in turn may result in fewer co-investment opportunities being made available to us or impact our ability to provide additional follow-on support to portfolio companies. Our ability and our portfolio companies' ability to spread banking relationships among multiple institutions may be limited by certain contractual arrangements, including liens placed on our respective assets as a result of a bank agreeing to provide financing.
Downgrades by rating agencies to the U.S. government’s credit rating or concerns about its credit and deficit levels in general, could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our debt portfolio and our ability to access the debt markets on favorable terms. In addition, a decreased U.S. government credit rating could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our Common Shares.
The current global financial market situation, as well as various social and political circumstances in the U.S. and around the world, including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, adverse effects of climate crisis and global health epidemics, may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Additionally, the U.S. government’s credit and deficit concerns, the ongoing war between Russia and Ukraine, conflicts in the Middle East and the trade tensions between the U.S. and China, could cause interest rates to be volatile, which may negatively impact our ability to access the debt markets on favorable terms.
The impact of events described above on our portfolio companies could impact their ability to make payments on their loans on a timely basis and may impact their ability to continue making their loan payments on a timely basis or meeting their loan covenants. The inability of portfolio companies to make timely payments or meet loan covenants may in the future require us to undertake amendment actions with respect to our investments or to restructure our investments, which may include the need for us to make additional investments in our portfolio companies (including debt or equity investments) beyond any existing commitments, exchange debt for equity, or change the payment terms of our investments to permit a portfolio company to pay a portion of its interest through payment-in-kind, which would defer the cash collection of such interest and add it to the principal balance, which would generally be due upon repayment of the outstanding principal.
Adverse developments in the credit markets may impair our ability to enter into new debt financing arrangements.
During the economic downturn in the United States that began in mid-2007, many commercial banks and other financial institutions stopped lending or significantly curtailed their lending activity. In addition, in an effort to stem losses and reduce their exposure to segments of the economy deemed to be high risk, some financial institutions limited refinancing and loan modification transactions and reviewed the terms of existing facilities to identify bases for accelerating the maturity of existing lending facilities. If these conditions recur, it may be difficult for us to enter into a new credit or other borrowing facility, obtain other financing to finance the growth of our investments, or refinance any outstanding indebtedness on acceptable economic terms, or at all.
We may experience fluctuations in our quarterly operating results.
We could experience fluctuations in our quarterly operating results due to a number of factors, including the interest rate payable on the loans and debt securities we acquire, the default rate on such loans and securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. In light of these factors, results for any period should not be relied upon as being indicative of performance in future periods.
We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or results of operations.
Our business is dependent on our and third parties’ communications and information systems. Further, in the ordinary course of our business we or our investment adviser may engage certain third party service providers to provide us with services necessary for our business. Any failure or interruption of those systems or services, including as a result of the termination or suspension of an agreement with any third-party service providers, could cause delays or other problems in our business activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:
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These events, in turn, could have a material adverse effect on our business, financial condition and operating results and negatively affect the NAV of our Common Shares and our ability to pay dividends to our common stockholders.
Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of its confidential information and/or damage to its business relationships.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen information, misappropriation of assets, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships. This could result in significant losses, reputational damage, litigation, regulatory fines or penalties, or otherwise adversely affect our business, financial condition or results of operations. In addition, we may be required to expend significant additional resources to modify its protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. We face risks posed to our information systems, both internal and those provided to it by third-party service providers. We, our investment adviser and its affiliates have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, may be ineffective and do not guarantee that a cyber-incident will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident.
Third parties with which we do business (including those that provide services to us) may also be sources or targets of cybersecurity or other technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information and assets, as well as certain investor, counterparty, employee and borrower information.
While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. Privacy and information security laws and regulation changes, and compliance with those changes, may also result in cost increases due to system changes and the development of new administrative processes.
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Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
Risk Management, Strategy and Governance
The Company is externally managed by the Adviser and has no employees or internal information systems. Thus, the Company relies on the Adviser and the Administrator, their parent company, Crescent, as well as the custodian and other service providers to protect the Company’s information from cybersecurity threats. The Company’s chief compliance officer (the “CCO”), together with Crescent’s Head of Information Technology, oversee the Company's risk management policies and procedures related to cybersecurity risks, subject to the oversight of the Board. Crescent uses various security tools and procedures that help the Company identify, escalate, investigate, resolve and recover from cybersecurity incidents in a timely manner.
The CCO and Crescent also review key Company service providers’ compliance and risk management policies and procedures related to cybersecurity matters, evaluate such service providers’ use of information systems which have the potential to subject the Company to information technology vulnerabilities and receives reports from the Company’s service providers regarding any cybersecurity threats and incidents.
Crescent follows National Institute of Standards and Technology standards for cybersecurity risk management and has put policies, controls and multiple layers of security in place to safeguard its systems and data, including those of the Company. In particular, Crescent deploys specialized security technology and operational controls including, but not limited to firewalls, anti-virus systems, multi-factor authentication, restricted access, and electronic surveillance/monitoring. Crescent conducts regular testing to assess information technology vulnerabilities and employee cybersecurity awareness, utilizes third-party technology solutions for real-time vulnerability management, and engages third-party consultants to conduct cybersecurity assessments and preparedness analyses periodically. Crescent also requires all employees, including those of the Adviser and the Administrator, to complete comprehensive cybersecurity training at least annually.
Crescent’s Head of Information Technology has over 30 years of business experience managing risks from cybersecurity threats and developing and implementing cybersecurity policies and procedures.
Item 2. PROPERTIES
We maintain our principal executive office at 11100 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025. We do not own any real estate or other physical properties materially important to our operations.
Item 3. LEGAL PROCEEDINGS
We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. We may be a party to certain lawsuits in the normal course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. Furthermore, third parties may try to seek to impose liability on us in connection with our activities or the activities of our portfolio companies. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
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Item 4. MINE SAFETY DISCLOSURES
Not applicable.
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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information and Share Valuation
There is no public market for our Common Shares currently, nor are there any plans for one to develop.
The following table sets forth, for each fiscal month during the most recently completed fiscal year, the net asset value (or NAV) of our Class I shares.
Date |
Class I NAV Per Share |
|
|
January 31, 2024 |
$ |
26.24 |
|
February 29, 2024 |
|
26.45 |
|
March 31, 2024 |
|
26.68 |
|
April 30, 2024 |
|
26.79 |
|
May 31, 2024 |
|
27.09 |
|
June 30, 2024 |
|
26.95 |
|
July 31, 2024 |
|
26.89 |
|
August 31, 2024 |
|
26.83 |
|
September 30, 2024 |
|
26.95 |
|
October 31, 2024 |
|
27.00 |
|
November 30, 2024 |
|
26.99 |
|
December 31, 2024 |
|
27.06 |
|
|
|
|
|
There were no Class S shares or Class D shares issued and outstanding during the period from May 5, 2023 (commencement of operations) through December 31, 2024.
Capital Share Activity
We have authorized three classes of common stock, par value $0.01 per share, Class S Common Stock (“Class S shares”), Class D Common Stock (“Class D shares”) and Class I Common Stock (“Class I shares” and together, with Class S shares and Class D shares, “Common Shares”). As of December 31, 2024, pursuant to subscription agreements entered into between us and Crescent, Sun Life, BK Canada Holdings Inc., and Scotia Private Credit Pool (“Private Placements”) and our public offering on a continuous basis of up to $2.5 billion in Common Shares pursuant to our Registration Statement on Form N-2 (File No. 333-268622) that was declared effective by the SEC on September 29, 2023 (the “Offering”) that commenced on August 1, 2024, we have issued approximately 6,677,756 Class I shares and raised gross proceeds of approximately $171.6 million since inception through December 31, 2024.
The following table lists the Common Shares issued and total consideration for both the Offering and the Private Placements, including approximately 2,699,957 Class I shares, that were issued during the year ended December 31, 2024 in exchange for $71.6 million. The table below does not include Common Shares issued through the Company’s distribution reinvestment plan. The Company intends to continue selling Common Shares in the Offering on a monthly basis.
(dollar amounts in millions) |
|
Common Shares issued |
|
|
Total consideration |
|
||
Registered Offering: |
|
|
|
|
|
|
||
Class I |
|
|
681,673 |
|
|
$ |
18.4 |
|
Class S |
|
— |
|
|
— |
|
||
Class D |
|
— |
|
|
— |
|
||
Private Placements: |
|
|
|
|
|
|
||
Class I |
|
|
5,996,083 |
|
|
|
153.2 |
|
Class S |
|
— |
|
|
— |
|
||
Class D |
|
— |
|
|
— |
|
||
Total: |
|
|
6,677,756 |
|
|
$ |
171.6 |
|
See "Recent Developments" for a subsequent event related to subscriptions pursuant to the Offering.
58
Distribution Policy
We currently intend to pay regular monthly distributions. However, any distributions we make will be at the sole discretion of our Board, which will consider factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, our distribution rates and payment frequency may vary from time to time.
Our Board’s discretion as to the payment of distributions will be directed, in substantial part, by its determination to cause us to comply with the RIC (as defined below) requirements. To maintain our treatment as a RIC, we generally are required to make aggregate annual distributions to our common stockholders of at least 90% of our taxable income and tax exempt interest. The per share amount of distributions on Class S shares, Class D shares and Class I shares generally differ because of different class-specific stockholder servicing and/or distribution fees that are deducted from the gross distributions for each share class. Specifically, distributions on Class S shares will be lower than Class D shares, and distributions on Class D shares will be lower than Class I shares because we are required to pay higher ongoing stockholder servicing and/or distribution fees with respect to the Class S shares (compared to Class D shares and Class I shares) and we are required to pay a higher ongoing stockholder servicing and/or Distribution fees with respect to the Class D shares (compared to Class I shares). In this way, stockholder servicing and/or distribution fees are indirectly paid by holders of Class S shares and Class D shares, in that the stockholder servicing and/or distribution fee charged to such class is used by the Company to compensate third-party brokers that sell Common Shares or provide services to investors who own Common Shares.
The following table presents the monthly regular and special distributions for our Class I shares that were declared and payable during the year ended December 31, 2024. We made no distributions for the period from May 5, 2023 (commencement of operations) through December 31, 2023.
(in $ millions, except per share amounts) |
|
|
Class I Distributions |
|
|
|
|
|||
Record Date |
Declaration Date |
Payment Date |
|
Per Share |
|
Amount |
|
|
||
June 30, 2024 |
June 27, 2024 |
July 26, 2024 |
|
$ |
0.16 |
|
$ |
1.0 |
|
|
June 30, 2024 |
June 27, 2024 |
July 26, 2024 |
|
|
0.07 |
|
|
0.4 |
|
(1) |
July 31, 2024 |
July 26, 2024 |
August 27, 2024 |
|
|
0.16 |
|
|
1.0 |
|
|
July 31, 2024 |
July 26, 2024 |
August 27, 2024 |
|
|
0.07 |
|
|
0.4 |
|
(1) |
August 31, 2024 |
August 27, 2024 |
September 27, 2024 |
|
|
0.16 |
|
|
1.0 |
|
|
August 31, 2024 |
August 27, 2024 |
September 27, 2024 |
|
|
0.07 |
|
|
0.4 |
|
(1) |
September 30, 2024 |
September 27, 2024 |
October 28, 2024 |
|
|
0.16 |
|
|
1.0 |
|
|
September 30, 2024 |
September 27, 2024 |
October 28, 2024 |
|
|
0.07 |
|
|
0.4 |
|
(1) |
October 31, 2024 |
October 28, 2024 |
November 26, 2024 |
|
|
0.16 |
|
|
1.0 |
|
|
October 31, 2024 |
October 28, 2024 |
November 26, 2024 |
|
|
0.07 |
|
|
0.4 |
|
(1) |
November 29, 2024 |
November 21, 2024 |
December 27, 2024 |
|
|
0.16 |
|
|
1.1 |
|
|
November 29, 2024 |
November 21, 2024 |
December 27, 2024 |
|
|
0.07 |
|
|
0.5 |
|
(1) |
December 31, 2024 |
December 26, 2024 |
January 27, 2025 |
|
|
0.16 |
|
|
1.1 |
|
|
December 31, 2024 |
December 26, 2024 |
January 27, 2025 |
|
|
0.07 |
|
|
0.5 |
|
(1) |
|
|
|
|
$ |
1.61 |
|
$ |
10.2 |
|
|
See “Recent Developments” for subsequent events relating to regular and special distributions declared by the Company.
Distribution and Servicing Plan
The Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”). The following table shows the stockholder servicing and/or distribution fees we pay the Intermediary Manager (as defined below) with respect to the Class S shares, Class D shares and Class I shares on an annualized basis as a percentage of our NAV for such class. The stockholder servicing and/or distribution fees will be paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month.
Class of Common Shares |
|
Stockholder Servicing and/or Distribution Fee as a % of NAV |
Class S Shares |
|
0.85% |
Class D Shares |
|
0.25% |
Class I Shares |
|
- |
59
Subject to FINRA and other limitations on underwriting compensation, we will pay a stockholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV for the Class S shares and a stockholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, in each case, payable monthly.
The stockholder servicing and/or distribution fees will be paid monthly in arrears. The Intermediary Manager will reallow (pay) all or a portion of the stockholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing stockholder services performed by such brokers. Because the stockholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under our distribution reinvestment plan.
Eligibility to receive the stockholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S shares or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. The stockholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase. Because the stockholder servicing and/or distribution fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of a stockholder’s investment and may cost the stockholder more than paying other types of sales charges.
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan pursuant to which stockholders will have their cash distributions automatically reinvested in additional shares of the Company's same class of common stock to which the distribution relates unless they elect to receive their distributions in cash. As a result, if we declare, a cash dividend or other distribution, then stockholders who have not opted out of our distribution reinvestment plan (or, in the case of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington stockholders and clients of participating brokers that do not permit automatic enrollment in our distribution reinvestment plan, opted to participate in such plan), will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating stockholder’s account to three decimal places.
Share Repurchase Program
We have commenced a share repurchase program in which the Company intends, at the discretion of the Board, to offer to repurchase, in each quarter, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. The Board may amend, suspend, or terminate the share repurchase program at any time if it deems such action to be in the best interests of us and our common stockholders. For example, in accordance with the directors’ duties to us, the Board may amend, suspend or terminate the share repurchase program during periods of market dislocation where selling assets to fund a repurchase could have a materially negative impact on remaining stockholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect its operations or risk having an adverse impact on us that would outweigh the benefit of the repurchase offer. Following any such suspension, the Board will reinstate the share repurchase program when appropriate and subject to the directors’ duties to us. We will conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the Investment Company Act, with the terms of such tender offer published in a tender offer statement to be sent to all stockholders and filed with the SEC on Schedule TO. All common stockholders will be given at least 20 business days to elect to participate in such share repurchases. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable month designated by our Board, except that we deduct 2.00% from such NAV for shares that have not been outstanding for at least one year (an “Early Repurchase Deduction”). Such share repurchase prices may be lower than the price at which investors purchase Common Shares in the Offering. The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining common stockholders.
There were no share repurchases completed for the year ended December 31, 2024 and the period from May 5, 2023 (commencement of operations) through December 31, 2023.
Item 6. RESERVED.
60
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this section should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Annual Report. Some of the statements in this section (including in the following discussion) constitute forward-looking statements, which relate to future events or the future performance or financial condition of Crescent Private Credit Income Corp. (the “Company,” “we,” “us,” or “our”). The forward-looking statements contained in this section involve a number of risks and uncertainties. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of uncertainties, risks and assumptions associated with these statements.
OVERVIEW
We are an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the Investment Company Act. Formed as a Maryland corporation on November 10, 2022, we are externally managed by our investment adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our investment adviser is registered as an investment adviser with the SEC. We have also elected to be treated, and intend to qualify annually, as a RIC under the Code.
We are externally managed by our investment adviser, Crescent Cap NT Advisors, LLC (the “Adviser”), an affiliate of Crescent, pursuant to our Investment Advisory and Management Agreement (as defined below). Our administrator, CCAP Administration LLC (the “Administrator”), an affiliate of Crescent, provides certain administrative and other services necessary for us to operate. CCAP Administration LLC also serves as the Administrator of Crescent Capital BDC, Inc. (“CCAP”), a publicly-traded BDC affiliated with the Company, since 2015.
Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation through debt and related equity investments. We seek to invest primarily in directly originated assets, including first lien senior secured loans (including “unitranche” loans, which are loans that combine both senior and subordinated debt, generally in a first lien position), second lien senior secured loans, subordinated secured and unsecured loans, subordinated debt, which in some cases includes an equity component and preferred component and other types of credit instruments, made to or issued by U.S. middle-market companies. Our primary focus is to invest in companies with EBITDA of $35 million to $120 million; however, we may invest in larger or smaller companies. The first and second lien senior secured loans generally have terms of five to eight years. In connection with our first and second lien senior secured loans, we generally receive security interests in certain assets of our portfolio companies that could serve as collateral in support of the repayment of such loans. First and second lien senior secured loans generally have floating interest rates, which may have interest rate floors, and also may provide for some amortization of principal and excess cash flow payments, with the remaining principal balance due at maturity. To a lesser extent, we may make investments in syndicated loans and other liquid credit investment opportunities, including in publicly traded debt instruments, for cash management purposes, while also presenting an opportunity for attractive investment returns. The credit instruments we may invest in include distressed securities, securitized products, notes, bills, debentures, bank loans, convertible and preferred securities and government and municipal obligations. We may also invest in foreign instruments and illiquid and restricted securities.
Under normal circumstances, we will invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies). While most of our investments will be in private U.S. companies, we also expect to invest from time to time in non-U.S. companies (we generally have to invest at least 70% of our total assets in “qualifying assets,” including private U.S. companies). We believe that our liquid credit investments will help maintain liquidity to satisfy any share repurchases we choose to make in our sole discretion and manage cash before investing subscription proceeds into directly originated loans while also seeking attractive investment returns. We expect these investments to enhance our risk/return profile and serve as a source of liquidity for the Company. Subject to the limitations of the Investment Company Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other Crescent funds. From time to time, we may co-invest with other Crescent funds.
“First lien” investments are senior loans that have the benefit of a first-priority security interest on all existing and future assets of the issuer. The security interest ranks above the security interest of any second-lien lenders in those assets.
“Unitranche” investments are loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority among different lenders in the unitranche loan. In certain instances, we may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last out” portion that we would continue to hold. In exchange for the greater risk of loss, the “last out” portion earns a higher interest rate.
61
“Second lien” investments are loans with a second priority lien on all existing and future assets of the portfolio company. The security interest ranks below the security interests of any first lien and unitranche lenders in those assets.
“Unsecured debt” investments are loans that generally rank senior to a borrower’s equity securities and junior in right of payment to such borrower’s other senior indebtedness.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. The critical accounting policies and estimates should be read in connection with our risk factors as disclosed herein.
For a description of our critical accounting policies and estimates, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Valuation of Portfolio Investments, Revenue Recognition, Non-Accrual Investments, Distribution Policy, and Income Taxes.
COMPONENTS OF OPERATIONS
Investments
We expect our investment activity to vary substantially from period to period depending on many factors, the general economic environment, the amount of capital we have available to us, the level of merger and acquisition activity for middle-market companies, including the amount of debt and equity capital available to such companies and the competitive environment for the type of investments we make. In addition, as part of our risk strategy on investments, we may reduce certain levels of investments through partial sales or syndication to additional investors.
We may not invest in any assets other than “qualifying assets” specified in the Investment Company Act, unless, at the time the investments are made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
The Investment Adviser
Our investment activities are managed by the Adviser, which is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. Crescent is majority owned by Sun Life Financial Inc. (together with its subsidiaries and joint ventures, “Sun Life”).
Revenues
We generate revenue primarily in the form of interest income on debt investments and capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies.
Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal or cost basis of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point we believe PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status. We also generate revenue in the form of commitment or origination fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts into income over the life of the loan using the effective yield method.
Dividend income from common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies. Dividend income from preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected.
We may receive other income, which may include income such as consent, waiver, amendment, underwriting, and arranger fees associated with our investment activities as well as any fees for managerial assistance services rendered to the portfolio companies. Such fees are recognized as income when earned or the services are rendered.
62
Expenses
Except as specifically provided below, all investment professionals of the Adviser and their respective staff, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to:
Organization expenses were incurred by the Adviser until the commencement of the Offering. Any organization expenses incurred by the Company, including reimbursements to the Adviser, are expensed as incurred. We are obligated to reimburse the Adviser for such advanced expenses (including any additional expenses the Adviser elects to pays on our behalf), subject to certain conditions. See “Components of Operations — Expenses — Expense Support and Conditional Reimbursement Agreement.” Any reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates.
From time to time, the Adviser, the Administrator, or their respective affiliates, may pay third party providers of goods or services. We will reimburse the Adviser, the Administrator, or such affiliates thereof for any such amounts paid on our behalf. Each of the Adviser or the Administrator will waive its right to be reimbursed in the event that such reimbursements would cause any distributions to our common stockholders to constitute a return of capital to stockholders. All of these expenses will ultimately be borne by the Company’s common stockholders.
Expense Support and Conditional Reimbursement Agreement
We have entered into the Expense Support Agreement with the Adviser. For additional information see Note 3 “Agreements and Related Party Transactions” to the consolidated financial statements.
Leverage
In accordance with applicable SEC staff guidance and interpretations, we, as a BDC, are permitted to borrow amounts such that our asset coverage ratio is at least 150% after such borrowing (if certain requirements are met). 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. The amount of leverage that we may employ depends on our Adviser’s and our Board’s assessment of market conditions and other factors at the time of any proposed borrowing.
PORTFOLIO INVESTMENT ACTIVITY
Our portfolio at fair value was comprised of the following:
($ in millions) |
|
As of December 31, 2024 |
|
|
|
As of December 31, 2023 |
||||||||||||
Investment Type |
|
Fair Value |
|
|
Percentage |
|
|
|
Fair Value |
|
|
Percentage |
|
|
||||
Senior Secured First Lien |
|
$ |
136.0 |
|
|
|
48.3 |
|
% |
|
$ |
82.6 |
|
|
|
72.4 |
|
% |
Unitranche First Lien |
|
|
130.6 |
|
|
|
46.3 |
|
|
|
|
30.3 |
|
|
|
26.4 |
|
|
Unitranche First Lien - Last Out |
|
|
3.5 |
|
|
|
1.2 |
|
|
|
|
- |
|
|
|
- |
|
|
Unsecured Debt |
|
|
3.2 |
|
|
|
1.1 |
|
|
|
|
- |
|
|
|
- |
|
|
Equity |
|
|
4.3 |
|
|
|
1.5 |
|
|
|
|
1.4 |
|
|
|
1.2 |
|
|
LLC/LP Equity Interests |
|
|
4.6 |
|
|
|
1.6 |
|
|
|
|
- |
|
|
|
- |
|
|
Total Investments |
|
$ |
282.2 |
|
|
|
100.0 |
|
% |
|
$ |
114.3 |
|
|
|
100.0 |
|
% |
63
The following table presents certain selected information regarding our investment portfolio:
($ in millions) |
|
|
For the year ended |
|
|
|
For the period from May 5, 2023 (Commencement of Operations) through |
|
||
|
|
|
December 31, 2024 |
|
|
|
December 31, 2023 |
|
||
New investments at cost: |
|
|
|
|
|
|
|
|
||
Senior Secured First Lien |
|
|
$ |
95.0 |
|
|
|
$ |
82.0 |
|
Unitranche First Lien |
|
|
|
123.5 |
|
|
|
|
29.8 |
|
Unitranche First Lien - Last Out |
|
|
|
3.6 |
|
|
|
|
— |
|
Unsecured Debt |
|
|
|
2.8 |
|
|
|
|
— |
|
Equity |
|
|
|
2.2 |
|
|
|
|
1.4 |
|
LLC/LP Equity Interests |
|
|
|
4.5 |
|
|
|
|
— |
|
Total Investments |
|
|
$ |
231.6 |
|
|
|
$ |
113.2 |
|
Proceeds from investments sold or repaid: |
|
|
|
|
|
|
|
|
||
Senior Secured First Lien |
|
|
$ |
48.6 |
|
|
|
$ |
0.4 |
|
Unitranche First Lien |
|
|
|
17.0 |
|
|
|
|
— |
|
Total Proceeds |
|
|
$ |
65.6 |
|
|
|
$ |
0.4 |
|
Net increase (decrease) in portfolio |
|
|
$ |
166.0 |
|
|
|
$ |
112.8 |
|
The following table presents certain selected information regarding our investment portfolio:
|
|
As of |
|
|
|
As of |
|
|
||
Weighted average yield on income producing securities (at cost) (1) |
|
|
9.5 |
|
% |
|
|
10.7 |
|
% |
Percentage of debt bearing a floating rate (at fair value) |
|
|
98.8 |
|
% |
|
|
100.0 |
|
% |
Percentage of debt bearing a fixed rate (at fair value) |
|
|
1.2 |
|
% |
|
|
0.0 |
|
% |
Number of portfolio companies |
|
|
133 |
|
|
|
|
69 |
|
|
(1) Includes performing debt and other income producing investments (excluding investments on non-accrual). As of December 31, 2024 and December 31, 2023, there were no investments on non-accrual status.
The following table shows the amortized cost and fair value of our performing and non-accrual debt and income producing debt securities.
($ in millions) |
As of December 31, 2024 |
|
|
As of December 31, 2023 |
|
||||||||||||||||||||
|
Cost |
|
% of Cost |
|
Fair Value |
|
% of Fair Value |
|
|
Cost |
|
% of Cost |
|
Fair Value |
|
% of Fair Value |
|
||||||||
Performing |
$ |
271.9 |
|
|
100.0 |
% |
$ |
273.3 |
|
|
100.0 |
% |
|
$ |
111.5 |
|
|
100.0 |
% |
$ |
112.9 |
|
|
100.0 |
% |
Non-Accrual |
|
- |
|
|
0.0 |
% |
|
- |
|
|
0.0 |
% |
|
|
- |
|
|
0.0 |
% |
|
- |
|
|
0.0 |
% |
Total |
$ |
271.9 |
|
|
100.0 |
% |
$ |
273.3 |
|
|
100.0 |
% |
|
$ |
111.5 |
|
|
100 |
% |
$ |
112.9 |
|
|
100.0 |
% |
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Non-accrual loans 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 determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of December 31, 2024 and 2023, we had no investments on non-accrual status.
The Adviser monitors our portfolio companies on an ongoing basis. The Adviser monitors the financial trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action for each company. The Adviser has a number of methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
64
As part of the monitoring process, the Adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk assessment may not be comparable to ones used by our competitors. Our assessment is based on the following categories:
The following table shows the composition of our portfolio on the 1 to 5 investment performance rating scale. Investment performance ratings are accurate only as of those dates and may change due to subsequent developments relating to a portfolio company’s business or financial condition, market conditions or developments, and other factors.
($ in millions) |
|
As of December 31, 2024 |
|
|
|
As of December 31, 2023 |
|
|
||||||||||
|
|
Investments at |
|
|
Percentage of |
|
|
|
Investments at |
|
|
Percentage of |
|
|
||||
Investment Performance Rating |
|
Fair Value |
|
|
Total Portfolio |
|
|
|
Fair Value |
|
|
Total Portfolio |
|
|
||||
1 |
|
$ |
- |
|
|
|
- |
|
% |
|
$ |
- |
|
|
|
- |
|
% |
2 |
|
|
274.9 |
|
|
|
97.4 |
|
|
|
|
114.3 |
|
|
|
100.0 |
|
|
3 |
|
|
7.3 |
|
|
|
2.6 |
|
|
|
|
- |
|
|
|
- |
|
|
4 |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
5 |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
Total |
|
$ |
282.2 |
|
|
|
100.0 |
|
% |
|
$ |
114.3 |
|
|
|
100.0 |
|
% |
RESULTS OF OPERATIONS
Summarized statement of operations
($ in millions) |
|
For the Year Ended December 31, 2024 |
|
|
For the period from |
|
||
Total investment income |
|
$ |
23.6 |
|
|
$ |
4.0 |
|
Total net expenses, including taxes |
|
|
9.4 |
|
|
|
1.6 |
|
Net investment income |
|
$ |
14.2 |
|
|
$ |
2.4 |
|
Net realized gain (loss) on investments |
|
|
(0.2 |
) |
|
|
- |
|
Net unrealized appreciation (depreciation) on investments and foreign currency translation |
|
|
1.4 |
|
|
|
1.4 |
|
Net realized and unrealized gains (losses) |
|
$ |
1.2 |
|
|
$ |
1.4 |
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
15.4 |
|
|
$ |
3.8 |
|
65
Investment income
|
|
|
|
|
|
|
||
(in $ millions) |
|
For the Year Ended December 31, 2024 |
|
|
For the period from |
|
||
Interest from investments |
|
$ |
22.9 |
|
|
$ |
3.8 |
|
Paid-in-kind interest |
|
|
0.3 |
|
|
|
- |
|
Other income |
|
|
0.4 |
|
|
|
0.2 |
|
Total investment income |
|
$ |
23.6 |
|
|
$ |
4.0 |
|
For the year ended December 31, 2024 and for the period from May 5, 2023 (commencement of operations) through December 31, 2023, total investment income, which includes interest income and accretion of OID, was $23.6 million and $4.0 million respectively. The increase was primarily as a result of an increase in the average size of our investment portfolio. We expect total investment income to continue to increase with the growing portfolio.
Net expenses
(in $ millions) |
|
For the Year Ended December 31, 2024 |
|
|
For the period from |
|
||
Interest and other debt financing costs |
|
$ |
6.3 |
|
|
$ |
0.2 |
|
Management fees |
|
|
2.0 |
|
|
|
0.6 |
|
Income based incentive fees |
|
|
0.9 |
|
|
|
0.2 |
|
Capital gains based incentive fees |
|
|
0.2 |
|
|
|
0.2 |
|
Organizational costs |
|
|
1.5 |
|
|
|
- |
|
Offering costs |
|
|
1.5 |
|
|
|
- |
|
Professional fees |
|
|
0.9 |
|
|
|
0.3 |
|
Directors’ fees |
|
|
0.2 |
|
|
|
0.1 |
|
Other general and administrative expenses |
|
|
2.3 |
|
|
|
0.9 |
|
Total expenses |
|
$ |
15.8 |
|
|
$ |
2.5 |
|
Management fee waiver |
|
|
(0.6 |
) |
|
|
(0.6 |
) |
Income based incentive fees waiver |
|
|
(0.9 |
) |
|
|
(0.2 |
) |
Capital gains based incentive fees waiver |
|
|
(0.2 |
) |
|
|
(0.2 |
) |
Expense support reimbursement |
|
|
(5.0 |
) |
|
|
- |
|
Net expenses |
|
$ |
9.1 |
|
|
$ |
1.5 |
|
Provision for income and excise taxes |
|
|
0.3 |
|
|
|
0.1 |
|
Total |
|
$ |
9.4 |
|
|
$ |
1.6 |
|
For the year ended December 31, 2024 and for the period from May 5, 2023 (commencement of operations) through December 31, 2023, total net expenses, including the impact of the fee waivers, were $9.4 and $1.6 million, respectively. The increase was primarily as a result of an increase in the average size of our investment portfolio. We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
Net investment income
For the year ended December 31, 2024 and for the period from May 5, 2023 (commencement of operations) through December 31, 2023, net investment income was $14.2 and $2.5 million, respectively. The increase was primarily due to an increase in the average size of our investment portfolio. Net investment income can vary substantially from period to period due to various factors including net deployment, credit facility usage and market base rates.
Net realized and unrealized gains (losses) on investments
For the year ended December 31, 2024 and for the period from May 5, 2023 (commencement of operations) through December 31, 2023, we recorded net realized gains (losses) and unrealized appreciation (depreciation) on investments of $1.2 and $1.4 million, respectively. The change in net unrealized gains on investments is primarily driven by the performance of our investment portfolio.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The primary uses of our cash and cash equivalents are for (1) investments in portfolio companies and other investments; (2) the cost of operations (including paying the Adviser and expense reimbursements paid to the Administrator); (3) debt service, repayment,
66
and other financing costs; and (4) future cash distributions to the holders of our common stock. We expect to generate additional liquidity from (1) future offerings of securities, (2) future borrowings and (3) cash flows from operations, including investment sales and repayments as well as income earned on investments.
As of December 31, 2024 we had $21.4 million in cash and cash equivalents and $38.0 million of undrawn capacity on our JPM Funding Facility (as defined below), subject to borrowing base and other limitations. As of December 31, 2024, we believe that we had sufficient assets and liquidity to adequately cover future obligations under our unfunded commitments based on current cash, availability under our credit facility, short-term investments and ongoing principal repayments on debt investment assets.
As of December 31, 2024, we were in compliance with our asset coverage requirements under the Investment Company Act. In addition, we were in compliance with all the financial covenant requirements of our JPM Funding Facility as of December 31, 2024. However, an increase in realized losses or unrealized depreciation of our investment portfolio or significant reductions in our net asset value as a result of the effects of the rising rate environment and the potential for a recession increase the risk of breaching the relevant covenants requirements. Any breach of these requirements may adversely affect the access to sufficient debt and equity capital.
Debt
|
As of December 31, 2024 |
|
|
As of December 31, 2023 |
|
||||||||||||||||||||||||||
(in $ millions) |
Aggregate Principal |
|
|
Drawn Amount |
|
|
Amount |
|
|
Carrying |
|
|
Aggregate Principal |
|
|
Drawn Amount |
|
|
Amount |
|
|
Carrying |
|
||||||||
JPM Funding Facility |
$ |
150.0 |
|
|
$ |
112.0 |
|
|
$ |
38.0 |
|
|
$ |
112.0 |
|
|
$ |
150.0 |
|
|
$ |
22.5 |
|
|
$ |
127.5 |
|
|
$ |
22.5 |
|
(1) The amount available is subject to any limitations related to the credit facility borrowing base.
(2) Amount presented excludes netting of deferred financing costs.
The combined weighted average interest rate of the aggregate borrowings outstanding for the year ended December 31, 2024 and the period from May 5, 2023 (commencement of operations) through December 31, 2023 was 8.67% and 8.41%, respectively. The weighted average debt of the borrowings outstanding for the year ended December 31, 2024 and the period from May 5, 2023 (commencement of operations) through December 31, 2023 was $73.2 and $2.2 million, respectively.
JPM Funding Facility
On December 8, 2023, we entered into a Loan and Security Agreement (as amended, the “JPM Funding Facility”), as servicer, with CPCI Funding SPV, LLC ("CPCI SPV"), our wholly owned subsidiary (the “Borrower”), as borrower, the lenders party thereto, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, U.S. Bank National Association, as securities intermediary, and JPMorgan Chase Bank, National Association, as administrative agent, that provides a secured credit facility of $150.0 million with a reinvestment period ending December 8, 2026 and a final maturity date of December 8, 2028. The JPM Funding Facility also provides for a feature that allows the Borrower, under certain circumstances, to increase the overall size of the JPM Funding Facility to a maximum of $500.0 million. In addition, on December 8, 2023, we, as seller, and the Borrower, as purchaser, entered into a Sale and Contribution Agreement, pursuant to which we will sell or contribute to the Borrower certain originated or acquired loans and other corporate debt securities and related assets from time to time. We consolidate CPCI SPV in our consolidated financial statements and no gain or loss is recognized from the transfer of assets to and from CPCI SPV.
The obligations of the Borrower under the JPM Funding Facility are secured by substantially all assets held by the Borrower. Since August 23, 2024, the interest rate charged on the JPM Funding Facility is based on an applicable benchmark (Term SOFR or other applicable benchmark based on the currency of the borrowing) plus a margin of 2.25%, subject to increase from time to time pursuant to the terms of the JPM Funding Facility. Prior to August 23, 2024, the interest rate charged on the JPM Funding Facility was based on an applicant benchmark (Term SOFR or other applicable benchmark based on the currency of the borrowing) plus a margin of 2.60%. In addition, the Borrower will pay, among other fees, an administrative agency fee on the facility commitment and a commitment fee on the undrawn balance. The JPM Funding Facility includes customary covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.
The summary of costs incurred in connection with the JPM Funding Facility is presented below:
67
(in $ millions) |
For the Year Ended December 31, 2024 |
|
|
For the period from |
|
||
Borrowing interest expense |
$ |
5.4 |
|
|
$ |
0.1 |
|
Unused facility fees |
|
0.3 |
|
|
|
0.0 |
|
Amortization of financing costs |
|
0.4 |
|
|
|
- |
|
Administrative fee |
|
0.2 |
|
|
|
0.1 |
|
Total interest and other debt financing costs |
$ |
6.3 |
|
|
$ |
0.2 |
|
Weighted average outstanding balance |
$ |
73.2 |
|
|
$ |
2.2 |
|
To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced opportunities, or if our Board otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into new debt financing opportunities in addition to our existing debt. The pricing and other terms of any such opportunities would depend upon market conditions and the performance of our business, among other factors.
In accordance with applicable SEC staff guidance and interpretations, with the stockholder approval, we, as a BDC, are now permitted to borrow amounts such that our asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. 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. The amount of leverage that we employ depends on our Adviser’s and our Board’s assessment of market conditions and other factors at the time of any proposed borrowing.
As of December 31, 2024 and 2023, our asset coverage ratio was 259% and 557%, respectively. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions. See Note 6. Debt to our consolidated financial statements for more detail on the JPM Funding Facility.
Capital Share Activity
We have authorized three classes of common stock, par value $0.01 per share, Class S Common Stock (“Class S shares”), Class D Common Stock (“Class D shares”) and Class I Common Stock (“Class I shares” and together, with Class S shares and Class D shares, “Common Shares”). Pursuant to a subscription agreement entered into between us and Crescent, Crescent purchased 1,000 Class I shares at an initial offering price of $25.00 per share.
Additionally, we agreed to sell Class I shares to Sun Life Assurance Company of Canada, BK Canada Holdings Inc. and Scotia Private Credit Pool (the “Private Placement Investors”). The offer and sale of the Class I shares in such transactions (each, a “Private Placement”) were exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Regulation S promulgated thereunder.
The Private Placement Investors' subscriptions were initially drawn down at a price of $25.00 per share, and subsequent subscriptions were priced at our current NAV at the time of contribution. Since our commencement of operations through December 31, 2024, we received $153.2 million of committed capital from the Private Placements, and in exchange therefore, we issued approximately 5,996,083 Class I shares to four stockholders, including the investment from our sole initial stockholder.
On August 1, 2024, we held the first closing in our public offering on a continuous basis of up to $2.5 billion in Common Shares, including Class I shares, Class S shares and Class D shares, pursuant to our Registration Statement on Form N-2 (File No. 333-268622) that was declared effective by the SEC on September 29, 2023 (the “Offering”). As of December 31, 2024, pursuant to the Private Placements and our Offering that commenced on August 1, 2024, we have issued approximately 6,677,756 Class I shares and raised gross proceeds of approximately $171.6 million since inception through December 31, 2024. As of December 31, 2024, we have not offered or sold any of our Class S shares or Class D shares.
The following table lists the Common Shares issued and total consideration for both the Offering and the Private Placements, including approximately 2,699,957 Class I shares, that were issued during the year ended December 31, 2024 in exchange for $71.6 million. The table below does not include Common Shares issued through the Company’s distribution reinvestment plan. The Company intends to continue selling Common Shares in the Offering on a monthly basis.
68
(dollar amounts in millions) |
|
Common Shares issued |
|
|
Total consideration |
|
||
Registered Offering: |
|
|
|
|
|
|
||
Class I |
|
|
681,673 |
|
|
$ |
18.4 |
|
Class S |
|
— |
|
|
— |
|
||
Class D |
|
— |
|
|
— |
|
||
Private Placements: |
|
|
|
|
|
|
||
Class I |
|
|
5,996,083 |
|
|
|
153.2 |
|
Class S |
|
— |
|
|
— |
|
||
Class D |
|
— |
|
|
— |
|
||
Total: |
|
|
6,677,756 |
|
|
$ |
171.6 |
|
See "Recent Developments" for a subsequent event related to subscriptions pursuant to the Offering.
Capital Share Distributions
We currently intend to pay regular monthly distributions. Any distributions we make will be at the sole discretion of our Board, which will consider factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, our distribution rates and payment frequency may vary from time to time.
Our Board's discretion as to the payment of distributions will be directed, in substantial part, by its determination to cause us to comply with the RIC (as defined below) requirements. To maintain our treatment as a RIC, we generally are required to make aggregate annual distributions to our common stockholders of at least 90% of our taxable income and tax exempt interest.
We declared monthly regular and special distributions for our Class I shares. The following table presents the monthly regular and special distributions that were declared and payable during the year ended December 31, 2024. We made no distributions for the period from May 5, 2023 (commencement of operations) through December 31, 2023.
(in $ millions, except per share amounts) |
|
|
Class I Distributions |
|
|
|
|
|||
Record Date |
Declaration Date |
Payment Date |
|
Per Share |
|
Amount |
|
|
||
June 30, 2024 |
June 27, 2024 |
July 26, 2024 |
|
$ |
0.16 |
|
$ |
1.0 |
|
|
June 30, 2024 |
June 27, 2024 |
July 26, 2024 |
|
|
0.07 |
|
|
0.4 |
|
(1) |
July 31, 2024 |
July 26, 2024 |
August 27, 2024 |
|
|
0.16 |
|
|
1.0 |
|
|
July 31, 2024 |
July 26, 2024 |
August 27, 2024 |
|
|
0.07 |
|
|
0.4 |
|
(1) |
August 31, 2024 |
August 27, 2024 |
September 27, 2024 |
|
|
0.16 |
|
|
1.0 |
|
|
August 31, 2024 |
August 27, 2024 |
September 27, 2024 |
|
|
0.07 |
|
|
0.4 |
|
(1) |
September 30, 2024 |
September 27, 2024 |
October 28, 2024 |
|
|
0.16 |
|
|
1.0 |
|
|
September 30, 2024 |
September 27, 2024 |
October 28, 2024 |
|
|
0.07 |
|
|
0.4 |
|
(1) |
October 31, 2024 |
October 28, 2024 |
November 26, 2024 |
|
|
0.16 |
|
|
1.0 |
|
|
October 31, 2024 |
October 28, 2024 |
November 26, 2024 |
|
|
0.07 |
|
|
0.4 |
|
(1) |
November 29, 2024 |
November 21, 2024 |
December 27, 2024 |
|
|
0.16 |
|
|
1.1 |
|
|
November 29, 2024 |
November 21, 2024 |
December 27, 2024 |
|
|
0.07 |
|
|
0.5 |
|
(1) |
December 31, 2024 |
December 26, 2024 |
January 27, 2025 |
|
|
0.16 |
|
|
1.1 |
|
|
December 31, 2024 |
December 26, 2024 |
January 27, 2025 |
|
|
0.07 |
|
|
0.5 |
|
(1) |
|
|
|
|
$ |
1.61 |
|
$ |
10.2 |
|
|
See “Recent Developments” for subsequent events relating to regular and special distributions declared by the Company.
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan pursuant to which stockholders will have their cash distributions automatically reinvested in additional shares of the Company's same class of common stock to which the distribution relates unless they elect to receive their distributions in cash. As a result, if we declare, a cash dividend or other distribution, then stockholders who have not opted out of our distribution reinvestment plan (or, in the case of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington stockholders and clients of participating brokers that do not permit automatic enrollment in our distribution reinvestment plan, opted to participate in such plan), will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash dividend or
69
other distribution. Distributions on fractional shares will be credited to each participating stockholder’s account to three decimal places.
Share Repurchase Program
We have commenced a share repurchase program in which we intend, at the discretion of our Board, to offer to repurchase up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. Our Board may amend, suspend or terminate the share repurchase program at any time if it deems such action to be in our best interests and those of our common stockholders. For example, in accordance with our directors' duties to the Company, our Board may amend, suspend or terminate the share repurchase program during periods of market dislocation where selling assets to fund a repurchase could have a materially negative impact on remaining stockholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. Following any such suspension, the Board will reinstate the share repurchase program when appropriate and subject to our directors’ duties to us. We will conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act, with the terms of such tender offer published in a tender offer statement to be sent to all stockholders and filed with the SEC on Schedule TO. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable month designated by our Board, except that the Company deducts 2.00% from such NAV for shares that have not been outstanding for at least one year, also referred to as the Early Repurchase Deduction. Such share repurchase prices may be lower than the price at which you purchase our Common Shares in the Offering. The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining common stockholders.
OFF BALANCE SHEET ARRANGEMENTS
Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not expect to have any off-balance sheet financings or liabilities. Our investment portfolio may contain investments that are in the form of lines of credit or unfunded commitments which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. Unfunded commitments to provide funds to portfolio companies are not reflected on our Consolidated Statements of Assets and Liabilities. These commitments are subject to the same underwriting and ongoing portfolio maintenance as are the on-balance sheet financial instruments that we hold. Since these commitments may expire without being drawn, the total commitment amount does not necessarily represent future cash requirements. As of December 31, 2024 we had aggregate unfunded commitments totaling $44.5 million. See Note 7 “Commitments and Contingencies” to our consolidated financial statements for more information on our commitments.
RECENT DEVELOPMENTS
On January 29, 2025, we announced the declaration of $0.16 per share regular and $0.06 per share special distributions for the Class I shares. The distributions for Class I shares are payable to stockholders of record as of the open of business on January 31, 2025 and will be paid on or about February 27, 2025. The distributions will be paid in cash or reinvested in the Class I shares for stockholders participating in our distribution reinvestment plan.
On January 1, 2025, we issued 314,117 Class I shares to a third party unaffiliated investor for an aggregate purchase price of $8.5 million. The purchase price per Class I share was $27.06, which was the Company’s net asset value per Class I share as of December 31, 2024. The offer and sale of the Class I shares was exempt from the registration provisions of the Securities Act, pursuant to Section 4(a)(2) thereof and/or Regulation S promulgated thereunder.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, including valuation risk and interest rate risk.
Valuation Risk
We have invested, and plan to continue to invest, in illiquid debt and equity securities of private companies. These investments will generally not have a readily available market price, and we will value these investments at fair value as determined in good faith by our Adviser, as the Board's valuation designee, 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. If we were
70
required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material. See Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements for more details on estimates and judgments made by us in connection with the valuation of our investments.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We plan to fund a portion of our investments with borrowings and our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate-sensitive assets to our interest rate-sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.
As of December 31, 2024, 98.8% of the investments at fair value in our portfolio were at variable rates, subject to interest rate floors.
Assuming that our Consolidated Statements of Assets and Liabilities as of December 31, 2024 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (considering interest rate floors for floating rate instruments):
($ in millions)
Basis Point Change |
|
Interest Income |
|
|
Interest Expense |
|
|
Net Interest Income (1) |
|
|||
Up 100 basis points |
|
$ |
2.7 |
|
|
$ |
1.1 |
|
|
$ |
1.6 |
|
Up 75 basis points |
|
|
2.0 |
|
|
|
0.8 |
|
|
|
1.2 |
|
Up 50 basis points |
|
|
1.4 |
|
|
|
0.6 |
|
|
|
0.8 |
|
Up 25 basis points |
|
|
0.7 |
|
|
|
0.3 |
|
|
|
0.4 |
|
Down 25 basis points |
|
|
(0.7 |
) |
|
|
(0.3 |
) |
|
|
(0.4 |
) |
Down 50 basis points |
|
|
(1.4 |
) |
|
|
(0.6 |
) |
|
|
(0.8 |
) |
Down 75 basis points |
|
|
(2.0 |
) |
|
|
(0.8 |
) |
|
|
(1.2 |
) |
Down 100 basis points |
|
|
(2.7 |
) |
|
|
(1.1 |
) |
|
|
(1.6 |
) |
Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments that could affect our net income. Accordingly, we cannot assure you that actual results would not differ materially from the analysis above.
We may in the future hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.
71
Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CRESCENT PRIVATE CREDIT INCOME CORP
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, Los Angeles, CA, PCAOB ID: |
|
Consolidated Statements of Assets and Liabilities as of December 31, 2024 and December 31, 2023 |
|
Consolidated Statements of Operations for the year ended December 31, 2024 and for the period from May 5, 2023 (Commencement of Operations) through December 31, 2023 |
|
Consolidated Statements of Changes in Net Assets for the year ended December 31, 2024 and for the period from May 5, 2023 (Commencement of Operations) through December 31, 2023 |
|
Consolidated Schedule of Investments as of December 31, 2024 |
|
Consolidated Schedule of Investments as of December 31, 2023 |
|
72
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Crescent Private Credit Income Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of Crescent Private Credit Income Corp. (the Company), including the consolidated schedules of investments, as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in net assets, and cash flows for the year ended December 31, 2024 and for the period from May 5, 2023 (Commencement of Operations) through December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations, changes in its net assets, and its cash flows for the year ended December 31, 2024 and for the period from May 5, 2023 (Commencement of Operations) through December 31, 2023, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 2024 and 2023, by correspondence with the syndication agents, underlying investees and others; when replies were not received from the syndication agents, underlying investees or others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
We have served as the Company’s auditor since 2023.
February 21, 2025
73
Crescent Private Credit Income Corp. |
|
||||||
Consolidated Statements of Assets and Liabilities |
|
||||||
(in thousands, except for per share data) |
|
||||||
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
As of December 31, 2024 |
|
|
As of December 31, 2023 |
|
||
|
|
|
|
|
|
||
Assets |
|
|
|
|
|
||
Investments, at fair value |
|
|
|
|
|
||
Non-controlled non-affiliated investments (cost of $ |
$ |
|
|
$ |
|
||
Cash and cash equivalents |
|
|
|
|
|
||
Restricted cash and cash equivalents |
|
|
|
|
|
||
Receivable from unsettled transactions |
|
|
|
|
- |
|
|
Interest receivable |
|
|
|
|
|
||
Deferred offering costs |
|
|
|
|
- |
|
|
Other assets |
|
|
|
|
|
||
Total assets |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
||
Debt (net of deferred financing costs of $ |
$ |
|
|
$ |
|
||
Interest and other debt financing costs payable |
|
|
|
|
|
||
Payable for investments purchased |
|
|
|
|
|
||
Distribution payable |
|
|
|
|
- |
|
|
Management fees payable |
|
|
|
|
- |
|
|
Accrued expenses and other liabilities |
|
|
|
|
|
||
Subscriptions received in advance |
|
|
|
|
- |
|
|
Total liabilities |
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|||
Net assets |
|
|
|
|
|
||
Common stock, par value $ |
|
|
|
|
|
||
Paid-in capital in excess of par value |
|
|
|
|
|
||
Accumulated earnings/(loss) |
|
|
|
|
|
||
Total net assets |
|
|
|
|
|
||
Total liabilities and net assets |
$ |
|
|
$ |
|
||
Net asset value per share (Class I) |
$ |
|
|
$ |
|
||
See accompanying notes
74
Crescent Private Credit Income Corp. |
|
|
|
|
||||
Consolidated Statements of Operations |
|
|
|
|
||||
(in thousands, except for per share data) |
|
|
|
|
||||
|
|
|
|
|
|
|
||
|
|
For the Year Ended December 31, 2024 |
|
|
For the period from |
|
||
Investment Income: |
|
|
|
|
|
|
||
From non-controlled non-affiliated investments: |
|
|
|
|
|
|
||
Interest income |
|
$ |
|
|
$ |
|
||
Paid-in-kind interest |
|
|
|
|
|
- |
|
|
Other income |
|
|
|
|
|
|
||
Total investment income |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Expenses: |
|
|
|
|
|
|
||
Interest and other debt financing costs |
|
|
|
|
|
|
||
Management fees |
|
|
|
|
|
|
||
Income based incentive fees |
|
|
|
|
|
|
||
Capital gains based incentive fees |
|
|
|
|
|
|
||
Organizational costs |
|
|
|
|
|
- |
|
|
Offering costs |
|
|
|
|
|
- |
|
|
Professional fees |
|
|
|
|
|
|
||
Directors’ fees |
|
|
|
|
|
|
||
Other general and administrative expenses |
|
|
|
|
|
|
||
Total expenses |
|
|
|
|
|
|
||
Management fees waiver |
|
|
( |
) |
|
|
( |
) |
Income based incentive fees waiver |
|
|
( |
) |
|
|
( |
) |
Capital gains based incentive fees waiver |
|
|
( |
) |
|
|
( |
) |
Expense support reimbursement |
|
|
( |
) |
|
|
- |
|
Net expenses |
|
|
|
|
|
|
||
Net investment income before taxes |
|
|
|
|
|
|
||
Provision for excise taxes |
|
|
|
|
|
|
||
Net investment income |
|
|
|
|
|
|
||
Net realized and unrealized gains (losses) on investments: |
|
|
|
|
|
|
||
Net realized gain (loss) on: |
|
|
|
|
|
|
||
Non-controlled non-affiliated investments |
|
|
( |
) |
|
|
|
|
Foreign currency transactions |
|
|
( |
) |
|
|
- |
|
Net change in unrealized appreciation (depreciation) on: |
|
|
|
|
|
|
||
Non-controlled non-affiliated investments |
|
|
|
|
|
|
||
Foreign currency translation |
|
|
|
|
|
- |
|
|
Net realized and unrealized gains (losses) on investments |
|
|
|
|
|
|
||
Net increase in net assets resulting from operations |
|
$ |
|
|
$ |
|
||
See accompanying notes
75
Crescent Private Credit Income Corp. |
|
||||||||||||||||||
Consolidated Statements of Changes in Net Assets |
|
||||||||||||||||||
(in thousands, except share and per share data) |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Class I Shares |
|
|
Par Amount |
|
|
Paid in Capital in Excess of Par Value |
|
|
Accumulated Earnings (Loss) |
|
|
Total Net Assets |
|
|||||
Balance at December 31, 2023 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net increase (decrease) in net assets resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Net realized gain (loss) on investments |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Net change in unrealized appreciation (depreciation) on investments and foreign currency translation |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Issuance of common stock - Class I shares |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Distributions to stockholders |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Total increase (decrease) for the year ended December 31, 2024 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Tax reclassification of stockholders’ equity in accordance with GAAP (Note 9) |
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
- |
|
|
Balance at December 31, 2024 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Class I Shares |
|
|
Par Amount |
|
|
Paid in Capital in Excess of Par Value |
|
|
Accumulated Earnings |
|
|
Total Net Assets |
|
|||||
Balance at May 5, 2023 (Commencement of Operations) |
|
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Net increase (decrease) in net assets resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Net change in unrealized appreciation (depreciation) on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issuance of common stock - Class I shares |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Total increase (decrease) in net assets |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Tax reclassification of stockholders’ equity in accordance with GAAP (Note 9) |
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
- |
|
|
Balance at December 31, 2023 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
See accompanying notes
76
Crescent Private Credit Income Corp. |
|
|
|
|
||||
Consolidated Statements of Cash Flows |
|
|
|
|
||||
(in thousands) |
|
|
|
|
||||
|
|
|
|
|
|
|
||
|
|
For the Year Ended December 31, 2024 |
|
|
For the period from |
|
||
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 for) operating activities: |
|
|
|
|
|
|
||
Purchases of investments |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales of investments and principal repayments |
|
|
|
|
|
|
||
Net realized (gain) loss on investments, foreign currency transactions |
|
|
|
|
|
- |
|
|
Net change in unrealized (appreciation) depreciation on investments, foreign currency translation |
|
|
( |
) |
|
|
( |
) |
Amortization of premium and accretion of discount, net |
|
|
( |
) |
|
|
( |
) |
Amortization of deferred offering costs |
|
|
|
|
|
- |
|
|
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Change in operating assets and liabilities: |
|
|
|
|
|
|
||
(Increase) decrease in receivable from unsettled transactions |
|
|
( |
) |
|
|
- |
|
(Increase) decrease in interest receivable |
|
|
( |
) |
|
|
( |
) |
(Increase) decrease in other assets |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in payable for investment purchased |
|
|
( |
) |
|
|
|
|
Increase (decrease) in interest and other debt financing costs payable |
|
|
|
|
|
|
||
Increase (decrease) in management fees payable |
|
|
|
|
|
- |
|
|
Increase (decrease) in accrued expenses and other liabilities |
|
|
|
|
|
|
||
Net cash provided by (used for) operating activities |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from issuance of common stock |
|
|
|
|
|
|
||
Increase (decrease) in subscriptions received in advance |
|
|
|
|
|
- |
|
|
Distributions paid |
|
|
( |
) |
|
|
- |
|
Offering costs paid |
|
|
( |
) |
|
|
- |
|
Borrowings on credit facilities |
|
|
|
|
|
|
||
Repayments on credit facilities |
|
|
( |
) |
|
|
- |
|
Deferred financing and debt issuance costs paid |
|
|
|
|
|
( |
) |
|
Net cash provided by (used for) financing activities |
|
|
|
|
|
|
||
Effect of exchange rate changes on cash denominated in foreign currency |
|
|
( |
) |
|
|
- |
|
Net increase (decrease) in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents, restricted cash and foreign currency, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, restricted cash and foreign currency, end of period (1) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental and non-cash financing activities: |
|
|
|
|
|
|
||
Cash paid during the period for interest |
|
$ |
|
|
$ |
- |
|
|
Cash paid during the period for taxes |
|
$ |
|
|
$ |
- |
|
|
Accrued but unpaid distributions |
|
$ |
|
|
$ |
- |
|
|
(1)
See accompanying notes
e
inde
77
Crescent Private Credit Income Corp. |
|
|||||||||||||||||
Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
|
Cost |
|
|
Percentage |
|
|
Fair |
|
||||
Investments (1)(2)(3) |
|
|
||||||||||||||||
United States |
|
|
||||||||||||||||
Debt Investments |
|
|
||||||||||||||||
Capital Goods |
|
|
||||||||||||||||
Ahead DB Holdings (7) |
Senior Secured First Lien Term Loan |
$ |
|
$ |
|
|
|
|
% |
$ |
|
|||||||
Brand Industrial Services (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Conair (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
CP Atlas (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Fairbanks Morse Defense (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
GB Eagle Buyer, Inc. (4)(5) |
Unitranche First Lien Delayed Draw Term Loan |
|
|
|
- |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
GB Eagle Buyer, Inc. (4)(5) |
Unitranche First Lien Revolver |
|
|
|
- |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
GB Eagle Buyer, Inc. |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Parts Town (5) |
Unitranche First Lien Delayed Draw Term Loan |
|
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Parts Town |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
White Cap (7) |
Senior Secured First Lien Term Loan |
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Commercial and Professional Services |
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CMG Holdco |
Unitranche First Lien Delayed Draw Term Loan |
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CMG Holdco |
Unitranche First Lien Delayed Draw Term Loan |
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CMG Holdco (5) |
Unitranche First Lien Delayed Draw Term Loan |
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CMG Holdco (4)(5) |
Unitranche First Lien Delayed Draw Term Loan |
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CMG Holdco (5) |
Unitranche First Lien Revolver |
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CMG Holdco |
Unitranche First Lien Term Loan |
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Corelogic (7) |
Senior Secured First Lien Term Loan |
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Crisis Prevention Institute, Inc. (7) |
Senior Secured First Lien Term Loan |
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Duraserv LLC (5) |
Senior Secured First Lien Delayed Draw Term Loan |
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Duraserv LLC (4)(5) |
Senior Secured First Lien Revolver |
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Duraserv LLC |
Senior Secured First Lien Term Loan |
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Galway Borrower, LLC (5) |
Unitranche First Lien Revolver |
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Galway Borrower, LLC (5) |
Unitranche First Lien Delayed Draw Term Loan |
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See accompanying notes |
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|||||||||||||||||
78
Crescent Private Credit Income Corp. |
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Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
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Cost |
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Percentage |
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Fair |
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||||
Iris Buyer, LLC (5) |
Unitranche First Lien Delayed Draw Term Loan |
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Iris Buyer, LLC (4)(5) |
Unitranche First Lien Revolver |
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Iris Buyer, LLC |
Unitranche First Lien Term Loan |
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LABL Inc (7) |
Senior Secured First Lien Term Loan |
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McKissock Investment Holdings LLC (Colibri) (7) |
Senior Secured First Lien Term Loan |
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Northstar (7) |
Senior Secured First Lien Term Loan |
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Pye-Barker Fire & Safety, LLC |
Unitranche First Lien Term Loan |
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Pye-Barker Fire & Safety, LLC |
Unitranche First Lien Delayed Draw Term Loan |
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Pye-Barker Fire & Safety, LLC (5) |
Unitranche First Lien Revolver |
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Teneo Holdings LLC (7) |
Senior Secured First Lien Term Loan |
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Trugreen (7) |
Senior Secured First Lien Term Loan |
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Varsity Brands (7) |
Senior Secured First Lien Term Loan |
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WCG/WIRB-Copernicus Group, Inc. (7) |
Senior Secured First Lien Term Loan |
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Consumer Discretionary Distribution and Retail |
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1-800 Contacts (CNT Holdings I Corp) (7) |
Senior Secured First Lien Term Loan |
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Bass Pro - Great American Outdoors Group LLC (7) |
Senior Secured First Lien Term Loan |
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Les Schwab Tire (LS Group Opco Acquisition, LLC) (7) |
Senior Secured First Lien Term Loan |
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PetSmart (7) |
Senior Secured First Lien Term Loan |
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Savers (6)(7) |
Senior Secured First Lien Term Loan |
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Consumer Durables and Apparel |
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||||
Champ Acquisition Corporation (7) |
Senior Secured First Lien Term Loan |
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Lakeshore Learning (7) |
Senior Secured First Lien Term Loan |
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Consumer Services |
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Alterra Mountain Company (7) |
Senior Secured First Lien Term Loan |
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Ascend Learning (7) |
Senior Secured First Lien Term Loan |
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Essential Services Holding Corporation (4)(5) |
Unitranche First Lien Delayed Draw Term Loan |
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- |
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Essential Services Holding Corporation (4)(5) |
Unitranche First Lien Revolver |
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( |
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Essential Services Holding Corporation |
Unitranche First Lien Term Loan |
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Golden Nugget Inc (Landry’s) (7) |
Senior Secured First Lien Term Loan |
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J&J Ventures Gaming (7) |
Senior Secured First Lien Term Loan |
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KUEHG CORP. (7) |
Senior Secured First Lien Term Loan |
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|||||||
See accompanying notes |
|
|||||||||||||||||
79
Crescent Private Credit Income Corp. |
|
|||||||||||||||||
Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
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Cost |
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Percentage |
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|
Fair |
|
||||
Mavis Tire Express Services Topco, Corp. (7) |
Senior Secured First Lien Term Loan |
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Thermostat Purchaser III, Inc. (7)(11) |
Senior Secured First Lien Term Loan |
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Waterbridge Midstream Operating LLC (7) |
Senior Secured First Lien Term Loan |
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||||
Diversified Financials |
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||||
RWA Wealth Partners, LLC. |
Unitranche First Lien Term Loan |
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RWA Wealth Partners, LLC. (5) |
Unitranche First Lien Delayed Draw Term Loan |
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RWA Wealth Partners, LLC. (4)(5) |
Unitranche First Lien Revolver |
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- |
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( |
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( |
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Energy |
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||||
Brazos (7) |
Senior Secured First Lien Term Loan |
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Cornerstone Generation, LLC (7)(11) |
Senior Secured First Lien Term Loan |
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Edgewater Generation (7) |
Senior Secured First Lien Term Loan |
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|||||||
Lightning Power (7) |
Senior Secured First Lien Term Loan |
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NGL Energy (7) |
Senior Secured First Lien Term Loan |
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Rockpoint Gas Storage Partners (7) |
Senior Secured First Lien Term Loan |
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Rockpoint Gas Storage Partners (7) |
Senior Secured First Lien Term Loan |
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||||
Financial Services |
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||||
Azalea TopCo, Inc. (7) |
Senior Secured First Lien Term Loan |
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Blackhawk Network Holdings, Inc. (7) |
Senior Secured First Lien Term Loan |
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LBM Acquisition (7) |
Senior Secured First Lien Term Loan |
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|||||||
Nexus (7) |
Senior Secured First Lien Term Loan |
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UHY Advisors , Inc. |
Unitranche First Lien Term Loan |
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UHY Advisors , Inc. (4)(5) |
Unitranche First Lien Delayed Draw Term Loan |
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- |
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( |
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( |
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( |
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UHY Advisors , Inc. (4)(5) |
Unitranche First Lien Revolver |
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- |
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( |
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( |
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( |
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||||
Food, Beverage and Tobacco |
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||||
Aspire Bakeries Holdings LLC |
Senior Secured First Lien Term Loan |
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Primary Products (7) |
Senior Secured First Lien Term Loan |
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|||||||
Triton Water Holdings, Inc. (7) |
Senior Secured First Lien Term Loan |
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Triton Water Holdings, Inc. (7) |
Senior Secured First Lien Term Loan |
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||||
Health Care Equipment and Services |
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||||
Angels of Care |
Senior Secured First Lien Term Loan |
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Angels of Care (4)(5) |
Senior Secured First Lien Revolver |
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- |
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( |
) |
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- |
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- |
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Angels of Care (4)(5) |
Senior Secured First Lien Delayed Draw Term Loan |
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- |
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( |
) |
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- |
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- |
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See accompanying notes |
|
|||||||||||||||||
80
Crescent Private Credit Income Corp. |
|
|||||||||||||||||
Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
|
Cost |
|
|
Percentage |
|
|
Fair |
|
||||
Aspen Dental- ADMI Corp (7) |
Senior Secured First Lien Term Loan |
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|||||||
Avalign Technologies, Inc. (5) |
Unitranche First Lien Revolver |
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|||||||
Avalign Technologies, Inc. |
Unitranche First Lien Term Loan |
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|||||||
CHG Healthcare (7) |
Senior Secured First Lien Term Loan |
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|||||||
DuPage Medical Group (Midwest Physician) (7) |
Senior Secured First Lien Term Loan |
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|||||||
FH MD Buyer, Inc |
Senior Secured First Lien Term Loan |
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|||||||
HAH Group Holding Company (7) |
Senior Secured First Lien Term Loan |
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|||||||
Hanger, Inc. (5)(7) |
Senior Secured First Lien Delayed Draw Term Loan |
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- |
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- |
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- |
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- |
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Hanger, Inc. (7) |
Senior Secured First Lien Term Loan |
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|||||||
IVX Health Merger Sub, Inc. (8) |
Unsecured Debt |
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IVX Health Merger Sub, Inc. (4)(5) |
Unitranche First Lien Revolver |
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- |
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( |
) |
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- |
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- |
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IVX Health Merger Sub, Inc. |
Unitranche First Lien Term Loan |
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|||||||
Laseraway Intermediate Holdings II, LLC (7) |
Senior Secured First Lien Term Loan |
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LifePoint Health Inc (7) |
Senior Secured First Lien Term Loan |
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|||||||
MB2 Dental |
Unitranche First Lien Term Loan |
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|||||||
MB2 Dental (4)(5) |
Unitranche First Lien Revolver |
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- |
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( |
) |
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- |
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- |
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MB2 Dental (5) |
Unitranche First Lien Delayed Draw Term Loan |
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|||||||
MB2 Dental (5) |
Unitranche First Lien Delayed Draw Term Loan |
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|||||||
Medical Review Institute of America (4)(5) |
Unitranche First Lien Revolver |
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- |
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( |
) |
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- |
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- |
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Medical Review Institute of America |
Unitranche First Lien Term Loan |
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|
|||||||
Medical Solutions LLC (7) |
Senior Secured First Lien Term Loan |
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|
|||||||
MPH Acquisition (6)(7) |
Senior Secured First Lien Term Loan |
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|
|||||||
Outcomes Group Holdings, Inc. (7) |
Senior Secured First Lien Term Loan |
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|||||||
Resonetics (7) |
Senior Secured First Lien Term Loan |
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|
|||||||
Upstream Newco Inc (7) |
Senior Secured First Lien Term Loan |
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|
|||||||
Viant Medical Holdings, Inc. (7) |
Senior Secured First Lien Delayed Draw Term Loan |
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|
|||||||
Viant Medical Holdings, Inc. (7) |
Senior Secured First Lien Term Loan |
|
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|
|||||||
Vital Care Buyer, LLC (4)(5) |
Unitranche First Lien Revolver |
|
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|
- |
|
|
( |
) |
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( |
) |
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|
( |
) |
|
Vital Care Buyer, LLC |
Unitranche First Lien Term Loan |
|
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|
|||||||
|
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|
||||
See accompanying notes |
|
|||||||||||||||||
81
Crescent Private Credit Income Corp. |
|
|||||||||||||||||
Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
|
Cost |
|
|
Percentage |
|
|
Fair |
|
||||
Insurance |
|
|
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|
||||
Accession Risk Management (5) |
Senior Secured First Lien Delayed Draw Term Loan |
|
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|
|||||||
Accession Risk Management (7) |
Senior Secured First Lien Term Loan |
|
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|
|||||||
Accession Risk Management (7) |
Senior Secured First Lien Term Loan |
|
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|
|||||||
Accession Risk Management (7) |
Senior Secured First Lien Delayed Draw Term Loan |
|
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|
|||||||
Acrisure, LLC (7) |
Senior Secured First Lien Term Loan |
|
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|
|||||||
Assured Partners (7) |
Senior Secured First Lien Term Loan |
|
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|
|||||||
Summit Acquisition Inc. |
Senior Secured First Lien Term Loan |
|
|
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|
|
|
|
|
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|
|||||||
The Hilb Group, LLC (4)(5) |
Unitranche First Lien Delayed Draw Term Loan |
|
|
|
- |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
The Hilb Group, LLC (5) |
Unitranche First Lien Revolver |
|
|
|
|
|
|
|
|
|
|
|||||||
The Hilb Group, LLC |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
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|
|||||||
|
|
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|
||||
Materials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Anchor Packaging, LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Berlin Packaging L.L.C. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Chemours (6)(7) |
Senior Secured First Lien Term Loan |
|
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|
|||||||
Cornerstone (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Formulations Parent Corporation (4)(5) |
Unitranche First Lien Revolver |
|
|
|
- |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Formulations Parent Corporation |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Foundation Building Materials, Inc. (7)(11) |
Senior Secured First Lien Term Loan |
|
|
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|
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|
|
|
|
|||||||
Kodiak BP, LLC (7) |
Senior Secured First Lien Term Loan |
|
|
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|
|
|
|
|
|
|
|||||||
Novolex - Flex Acquisition Company, Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Online Labels Group, LLC (4)(5) |
Senior Secured First Lien Revolver |
|
|
|
- |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
Online Labels Group, LLC (4)(5) |
Senior Secured First Lien Delayed Draw Term Loan |
|
|
|
- |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
Online Labels Group, LLC (4)(5) |
Senior Secured First Lien Delayed Draw Term Loan |
|
|
|
- |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
Online Labels Group, LLC |
Senior Secured First Lien Term Loan |
|
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|
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|
|||||||
Pegasus Steel |
Senior Secured First Lien Term Loan |
|
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|
|
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|
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|
|||||||
Pegasus Steel (5) |
Senior Secured First Lien Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Plaze Inc (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Plaze Inc (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
USALCO (7) |
Senior Secured First Lien Term Loan |
|
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|
|
|
|
|
|
|
|
|||||||
See accompanying notes |
|
|||||||||||||||||
82
Crescent Private Credit Income Corp. |
|
|||||||||||||||||
Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
|
Cost |
|
|
Percentage |
|
|
Fair |
|
||||
USALCO (5)(7) |
Senior Secured First Lien Delayed Draw Term Loan |
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||
Media and Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
GoodRx (6)(7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Red Ventures, LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Stubhub (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Yahoo/Verizon Media (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pharmaceuticals, Biotechnology and Life Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
RN Enterprises, LLC (4)(5) |
Unitranche First Lien Delayed Draw Term Loan |
|
|
|
- |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
RN Enterprises, LLC (5) |
Unitranche First Lien Revolver |
|
|
|
|
|
|
|
|
|
|
|||||||
RN Enterprises, LLC |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
WCT Group Holdings, LLC (4)(5) |
Unitranche First Lien Revolver |
|
|
|
- |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
WCT Group Holdings, LLC |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real Estate Management and Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Belfor Holdings Inc |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Cushman Wakefield (6) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Software and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Access Records Management (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Advantage Sales (6)(7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Asurion, LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
C-4 Analytics2 |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
C-4 Analytics2 (5) |
Senior Secured First Lien Revolver |
|
|
|
|
|
|
|
|
|
|
|||||||
C-4 Analytics2 (4)(5) |
Senior Secured First Lien Delayed Draw Term Loan |
|
|
|
- |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
Cloud Software Group, Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Cloud Software Group, Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Concord III, LLC (5) |
Unitranche First Lien Revolver |
|
|
|
|
|
|
|
|
|
|
|||||||
Concord III, LLC |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Concord III, LLC |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Cotiviti Holdings (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
DS Admiral (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
See accompanying notes |
|
|||||||||||||||||
83
Crescent Private Credit Income Corp. |
|
|||||||||||||||||
Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
|
Cost |
|
|
Percentage |
|
|
Fair |
|
||||
Ensono (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Enverus (5) |
Unitranche First Lien Revolver |
|
|
|
|
|
|
|
|
|
|
|||||||
Enverus (4)(5) |
Unitranche First Lien Delayed Draw Term Loan |
|
|
|
- |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
Enverus |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Evergreen IX Borrower 2023, LLC (4)(5) |
Unitranche First Lien Revolver |
|
|
|
- |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Evergreen IX Borrower 2023, LLC |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Evergreen IX Borrower 2023, LLC |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Fortress (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Granicus, Inc. |
Unitranche First Lien Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Granicus, Inc. (4)(5) |
Unitranche First Lien Revolver |
|
|
|
- |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Granicus, Inc. |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Granicus, Inc. (5) |
Unitranche First Lien Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
isolved, Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Medicus IT (4)(5) |
Unitranche First Lien Delayed Draw Term Loan |
|
|
|
- |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Medicus IT (4)(5) |
Unitranche First Lien Revolver |
|
|
|
- |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Medicus IT |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
MH Sub I, LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
MH Sub I, LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Milano Acquisition Corp (Gainwell) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Net Health Acquisition Corp. (5) |
Unitranche First Lien Revolver |
|
|
|
|
|
|
|
|
|
|
|||||||
Net Health Acquisition Corp. |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Planview (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Pointclickcare Technologies Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Red Planet (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Rocket Software (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Sophos Holdings (7)(11) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
Sovos Compliance (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes |
|
|||||||||||||||||
84
Crescent Private Credit Income Corp. |
|
|||||||||||||||||
Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
|
Cost |
|
|
Percentage |
|
|
Fair |
|
||||
Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CCI Buyer (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AIT Worldwide Logistics Holdings, Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Debt Investments |
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Iris Buyer, LLC |
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Iris Buyer, LLC |
Common Stock |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diversified Financials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
WhiteHawk Evergreen Fund, LP (2)(6)(9)(10) |
Partnership Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Health Care Equipment and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
IVX Health Merger Sub, Inc. |
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vital Care Buyer, LLC |
Common Stock |
|
|
|
|
|
|
|
|
|
0.0 |
|
|
|
|
|||
Vital Care Buyer, LLC |
Common Stock |
|
|
|
|
|
|
|
|
|
0.0 |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pharmaceuticals, Biotechnology and Life Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
RN Enterprises, LLC |
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
WCT Group Holdings, LLC |
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Equity Investments |
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
Netherlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pitch MidCo B.V. (6) |
Unitranche First Lien Term Loan |
€ |
|
|
|
|
|
|
|
|
|
|||||||
Pitch MidCo B.V. (5)(6) |
Unitranche First Lien Delayed Draw Term Loan |
|
|
€ |
- |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Van Der Steen (6) |
Unitranche First Lien Term Loan |
€ |
|
|
|
|
|
|
|
|
|
|||||||
Van Der Steen (4)(5)(6) |
Unitranche First Lien Delayed Draw Term Loan |
|
|
€ |
- |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hunter Douglas (6)(7) |
Senior Secured First Lien Term Loan |
$ |
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Debt Investments |
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hamsard 3778 Limited (4)(5)(6) |
Unitranche First Lien - Last Out Delayed Draw Term Loan |
|
|
£ |
- |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Hamsard 3778 Limited (6) |
Unitranche First Lien - Last Out Term Loan |
£ |
|
|
|
|
|
|
|
|
|
|||||||
Ineos Quattro (6) |
Senior Secured First Lien Term Loan |
$ |
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes |
|
|||||||||||||||||
85
Crescent Private Credit Income Corp. |
|
|||||||||||||||||
Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
|
Cost |
|
|
Percentage |
|
|
Fair |
|
||||
Diversified Financials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Primrose Bidco Limited (6) |
Unitranche First Lien Term Loan |
£ |
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Debt Investments |
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
Australia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ancora Bidco PTY LTD (6) |
Unitranche First Lien Term Loan |
|
AUD |
|
|
|
|
|
|
|
|
|
||||||
Ancora Bidco PTY LTD (4)(5)(6) |
Unitranche First Lien Delayed Draw Term Loan |
|
|
|
AUD |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Debt Investments |
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ancora Bidco PTY LTD |
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ancora Bidco PTY LTD |
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Equity Investments |
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
Total Investments |
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dreyfus Government Cash Management Institutional Fund |
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goldman Sachs FS Government Fund |
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash Equivalents Total |
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
Investments and Cash Equivalents Total |
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
*
**
***
|
|
|
|
|||||||||||||||||
Reference Rate |
|
Overnight |
|
|
1 month |
|
|
3 month |
|
|
6 Month |
|
|
12 Month |
|
|||||
Prime (“P”) |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
SOFR (“S”) |
|
|
- |
|
|
|
|
|
|
|
|
|
||||||||
EURIBOR (“E”) |
|
|
- |
|
|
|
|
|
|
|
|
|
||||||||
SONIA (“SN”) |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
BBSY ("B") |
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
|
- |
|
||
(1)
(2)
(3)
86
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
See accompanying notes
87
Crescent Private Credit Income Corp. |
|
||||||||||||||||||
Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
|
|
Cost |
|
|
Percentage |
|
|
Fair |
|
||||
Investments (1)(2)(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AECOM Management Services (Amentum) (7) |
Senior Secured First Lien Term Loan |
|
|
|
$ |
|
|
|
|
% |
$ |
|
|||||||
Energy Solutions (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fairbanks Morse Defense (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
White Cap (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Brown Group Holdings (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
CHA Holdings, Inc. |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
CHA Holdings, Inc. (5) |
Senior Secured First Lien Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Iris Buyer LLC (5) |
Unitranche First Lien Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Iris Buyer LLC (4)(5) |
Unitranche First Lien Revolver |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
Iris Buyer LLC |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
McKissock Investment Holdings LLC (Colibri) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vaco Holdings (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
WCG/WIRB-Copernicus Group, Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Discretionary Distribution and Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
1-800 Contacts (CNT Holdings I Corp) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bass Pro - Great American Outdoors Group LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Harbor Freight Tools USA, Inc (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Les Schwab Tire (LS Group Opco Acquisition, LLC) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
PetSmart (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Durables and Apparel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lakeshore Learning (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Golden Nugget Inc (Landry’s) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Inspire Brands, Inc. (Arby’s & Buffalo Wild Wings) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
J&J Ventures Gaming (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Whatabrands LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diversified Financials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pinnacle Purchaser, LLC (5) |
Senior Secured First Lien Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pinnacle Purchaser, LLC |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Brazos (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
TallGrass Energy (Prairie ECI) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acrisure (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Blackhawk Network Holdings, Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes
88
Crescent Private Credit Income Corp. |
|
||||||||||||||||||
Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
|
|
Cost |
|
|
Percentage |
|
|
Fair |
|
||||
Food, Beverage and Tobacco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Triton Water Holdings, Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Health Care Equipment and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aspen Dental- ADMI Corp (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Aspen Dental- ADMI Corp |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
DuPage Medical Group (Midwest Physician) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
FH MD Buyer, Inc |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Laserway Intermediate Holdings II, LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
LifePoint Health Inc (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Medical Solutions LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Medline Industries (Mozart Borrower) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pacific Dental Services (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Upstream Newco Inc (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accession Risk Management (5) |
Senior Secured First Lien Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Accession Risk Management |
Senior Secured First Lien Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Assured Partners (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
BroadStreet Partners Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Outcomes Group Holdings Inc (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sedgwick CMS Holdings, Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Materials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Anchor Packaging LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Chemours (6)(7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Formulations Parent Corporation (4)(5) |
Unitranche First Lien Revolver |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
Formulations Parent Corporation |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Novolex - Flex Acquisition Company, Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Online Labels Group, LLC (4)(5) |
Senior Secured First Lien Revolver |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
Online Labels Group, LLC (4)(5) |
Senior Secured First Lien Delayed Draw Term Loan |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
Online Labels Group, LLC (4)(5) |
Senior Secured First Lien Delayed Draw Term Loan |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
Online Labels Group, LLC |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Plaze Inc (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Plaze Inc (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Media and Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Authentic Brands Group - ABG (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
CMG Media Corp (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Red Ventures, LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Yahoo/Verizon Media (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pharmaceuticals, Biotechnology and Life Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Parexel (Phoenix Newco, Inc.) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
WCT Group Holdings, LLC |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
WCT Group Holdings, LLC (5) |
Unitranche First Lien Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes
89
Crescent Private Credit Income Corp. |
|
||||||||||||||||||
Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
|
|
Cost |
|
|
Percentage |
|
|
Fair |
|
||||
Real Estate Management and Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Belfor Holdings Inc (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Chamberlain Group (Chariot Buyer) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Software and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Access Records Management (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Asurion, LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cloud Software (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Concord III, LLC (4)(5) |
Unitranche First Lien Revolver |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
Concord III, LLC |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Endure Digital (Endurance Intl) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ensono (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Enverus (4)(5) |
Unitranche First Lien Revolver |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
Enverus (4)(5) |
Unitranche First Lien Delayed Draw Term Loan |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
Enverus |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Evergreen IX Borrower 2023, LLC (4)(5) |
Unitranche First Lien Revolver |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
Evergreen IX Borrower 2023, LLC |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Isolved (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Micro Holdings (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Milano Acquisition Corp (Gainwell) (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
RealPage, Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
RevSpring, Inc. (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Granite Energy LLC (7) |
Senior Secured First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Debt Investments |
|
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Iris Buyer LLC |
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Iris Buyer LLC |
Common Stock |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pharmaceuticals, Biotechnology and Life Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
WCT Group Holdings, LLC |
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Equity Investments |
|
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
New Zealand |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Software & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pushpay USA Inc. (4)(5)(6) |
Unitranche First Lien Revolver |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
Pushpay USA Inc. (6) |
Unitranche First Lien Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Investments |
|
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
See accompanying notes
90
Crescent Private Credit Income Corp. |
|
||||||||||||||||||
Country/Security/Industry/Company |
Investment Type |
Interest |
Interest |
Maturity/ |
Principal |
|
|
Cost |
|
|
Percentage |
|
|
Fair |
|
||||
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dreyfus Government Cash Management Institutional Fund |
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goldman Sachs FS Government Fund |
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash Equivalents Total |
|
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
Investments and Cash Equivalents Total |
|
|
|
|
|
|
|
$ |
|
|
|
|
% |
$ |
|
||||
*
**
***
|
|
|
|
|||||||||||||||||
Reference Rate |
|
Overnight |
|
|
1 month |
|
|
3 month |
|
|
6 Month |
|
|
12 Month |
|
|||||
Prime (“P”) |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
SOFR (“S”) |
|
|
- |
|
|
|
|
|
|
|
|
|
||||||||
EURIBOR (“E”) |
|
|
- |
|
|
|
|
|
|
|
|
|
||||||||
SONIA (“SN”) |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
BBSY ("B") |
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
|
- |
|
||
See accompanying notes
91
Crescent Private Credit Income Corp.
Notes to Consolidated Financial Statements
(in thousands, except share and per share amounts)
December 31, 2024
Note 1. Organization and Basis of Presentation
Crescent Private Credit Income Corp. (the “Company”) was formed on November 10, 2022 as a Maryland corporation structured as a non-diversified, closed-end management investment company. The Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is externally managed by its adviser, Crescent Cap NT Advisors, LLC (the “Adviser”), an investment adviser registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940. In addition, the Company has elected to be treated, and intends to qualify annually, as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986 (the “Code”). As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. The Company has authorized three classes of its common stock, par value $
The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. The Company invests primarily in directly originated assets, including debt securities and related equity investments, made to or issued by U.S. middle-market companies. The Company may also make investments in syndicated loans and other liquid credit opportunities, including in publicly traded debt instruments, for cash management purposes and to generate attractive risk adjusted returns.
CCAP Administration LLC (the “Administrator”) provides certain administrative services necessary for the Company to operate. Company management consists of investment and administrative professionals from the Adviser and Administrator, along with the Company’s Board of Directors (the “Board”). The Adviser directs and executes the investment operations and capital raising activities of the Company subject to oversight from the Board, which sets the broad policies of the Company. The Board has delegated investment management of the Company’s portfolio assets to the Adviser. The Board consists of five directors, three of whom are independent.
From time to time, the Company may form wholly owned subsidiaries to facilitate the normal course of business if the Adviser determines that for legal, tax, regulatory, accounting or other similar reasons it is in the best interest of the Company to do so. The Company has also formed a special purpose vehicle that holds certain investments in connection with a credit facility.
On May 3, 2023, Crescent Capital Group LP, an affiliate of the Adviser (“Crescent”), purchased
On May 5, 2023, Sun Life Assurance Company of Canada (“Sun Life Assurance”), an affiliate of Sun Life Financial Inc., a majority owner of the Company (“Sun Life”) made a $
On August 1, 2024, the Company began to publicly offer on a continuous basis of up to $
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The Company's functional currency is the United States dollar and these consolidated financial statements have been prepared in that currency. The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. The Company is treated as an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies.
The accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-K and Regulation S-X. In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications consisting solely of normal accruals that are necessary for the fair
92
presentation of financial results as of and for the periods presented. The Company consolidates all entities in which it holds a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. The consolidated financial statements reflect all adjustments that in the opinion of management are necessary for the fair statement of the Company’s results of the period presented. Although management believes that the estimates and assumptions are reasonable, 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 consist of demand deposits and may include highly liquid investments (e.g., money market funds, U.S. Treasury notes, and similar type instruments) with original maturities of three months or less. The Company deposits its cash and cash equivalents with highly rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law. Cash equivalents held by the Company are deemed to be a Level 1 asset per ASC 820 Fair Value hierarchy, as defined below. Restricted cash and cash equivalents consists of deposits and cash collateral held at U.S. Bank N.A. related to the Company’s credit facility.
Investment Transactions
Loan originations are recorded on the date of the binding commitment. Investments purchased on a secondary market are recorded on the trade date. Realized gains or losses are recorded using the specific identification method as the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments written off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment fair values as of the last day of the reporting period and also includes the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
Investment Valuation
The Company applies Financial Accounting Standards Board ASC 820, Fair Value Measurement (ASC 820), as amended, which establishes a framework for measuring fair value in accordance with GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:
Investments for which market quotations are readily available are typically valued at those market quotations. To validate market quotations, the Adviser utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the Adviser, as the Board’s valuation designee, determines the fair value
93
of the investments in good faith, based on, among other things, the fair valuation recommendations from investment professionals, the oversight of the Company’s Audit Committee and independent third-party valuation firms.
The Adviser, as the valuation designee, undertakes a multi-step valuation process under the supervision of the Board, which includes, among other procedures, the following:
Investments in investment companies are valued at fair value. Fair values are generally determined utilizing the net asset value (“NAV”) supplied by, or on behalf of, management of each investment company, which is net of management and incentive fees or allocations charged by the investment company and is in accordance with the “practical expedient”, as defined by ASC 820. NAVs received by, or on behalf of, management of each investment company are based on the fair value of the investment company’s underlying investments in accordance with policies established by management of each investment company, as described in each of their financial statements and offering memorandum. Investments which are valued using NAV as a practical expedient are excluded from the above hierarchy.
The Company applies the valuation policy approved by the Board that is consistent with ASC 820. Consistent with the valuation policy, the Adviser, in its capacity as the Board’s valuation designee, evaluates the source of inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for classification as a Level 2 or Level 3 investment. For example, the Company reviews pricing methodologies provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained as well as an assessment as to their quality. Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different from the unrealized gains or losses reflected herein.
Debt Issuance Costs
The Company records costs related to the issuance of debt obligations as deferred financing costs. These costs are amortized over the life of the related debt instrument using the straight-line method. See Note 6 for details.
Interest and Dividend Income Recognition
Interest income is recorded on an accrual basis and includes the amortization of purchase discounts and premiums. Discounts and premiums to par value are accreted or amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion and amortization of discounts and premiums, 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.
Dividend income from common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Dividend income from preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Each distribution received from an equity investment is evaluated to determine if the distribution should be recorded as dividend income or a return of capital to the stockholders. Generally, the Company will not record distributions from equity investments as dividend income unless there is sufficient current or accumulated earnings prior to the distribution. Distributions that are classified as a return of capital to stockholders are recorded as a reduction in the cost basis of the investment.
Certain investments have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal or cost basis of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is
94
recorded as interest income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid 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. Non-accrual loans 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 determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of December 31, 2024 and 2023, the Company had
Other Income
Other income may include income such as consent, waiver, amendment, agency, underwriting and arranger fees associated with the Company’s investment activities. Such fees are recognized as income when earned or the services are rendered.
Organization Expenses
Organization expenses include, among other things, the cost of incorporating the Company and the cost of legal services and other fees pertaining to the Company's organization. Organization expenses were incurred by the Adviser until the commencement of the Offering. Any organization expenses incurred by the Company, including reimbursements to the Adviser, are expensed as incurred. Upon commencement of its Offering on August 1, 2024, the Company recognized $
Offering Expenses
The Company's offering expenses include, among other things, legal fees, registration fees and other costs pertaining to the preparation of the Company's registration statement (and any amendments or supplements thereto) relating to the Offering and associated marketing materials. Offering expenses were incurred by the Adviser until the commencement of the Offering. Upon commencement of its Offering on August 1, 2024, the Company recognized $
As of December 31, 2024 and 2023, the Company had $
Income Taxes
The Company elected to be regulated as a BDC under the Investment Company Act. The Company also intends to qualify annually as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not pay corporate-level U.S. federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.
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. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. The Company accounts for income taxes in conformity with ASC 740 - Income Taxes (“ASC 740”). ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in the consolidated financial statements. The Company intends to make the requisite distributions to its stockholders, which will generally relieve the Company from corporate-level income taxes.
The Company intends to comply with the applicable provisions of the Code, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. As of December 31, 2024 the Company is subject to examination by U.S. federal tax authorities and state tax authorities for returns filed since the Company's inception in 2023.
95
Allocation of Income, Expenses, Gains and Losses
Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the aggregate NAV of that class in relation to the aggregate NAV of the Company. Expenses that are specific to a class of shares are allocated to such class directly.
Distributions
To the extent that the Company has taxable income available, the Company intends to make monthly distributions to its stockholders. Distributions to stockholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition, maintenance of the tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including stockholder servicing and/or distribution fees, if any.
The Company has adopted a distribution reinvestment plan pursuant to which stockholders will have their cash distributions automatically reinvested in additional shares of the Company's same class of common stock to which the distribution relates unless they elect to receive their distributions in cash.
New Accounting Standards
In November 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of the new standard impacted financial statement disclosures only and did not affect the Company’s financial position or the results of its operations. The ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and requires retrospective application for all prior periods presented within the financial statements.
Since its commencement, the Company operates and is managed as a single reportable segment deriving returns mainly in the form of interest income, dividend income and other fees from the investments made in pursuit of its single stated investment objective. The accounting policies of the Company are consistent with those described in these Notes to Financial Statements. The chief operating decision maker (“CODM”) is represented by an executive committee, comprised of a chief executive officer, a chief financial officer, and other executive officers of the Company. The CODM considers net investment income, leverage and increase or decrease in net assets resulting from operations in deciding how to deploy capital and make distributions to is shareholders. Detailed financial information for the Company is disclosed within these financial statements with total assets and liabilities disclosed on the Consolidated Statements of Assets and Liabilities, investments held on the Consolidated Statements of Investments, results of operations and significant segment expenses on the Consolidated Statements of Operations and other information about the Company's performance, including total return, portfolio turnover and ratios within the Financial Highlights in Note 10.
Note 3. Agreements and Related Party Transactions
Administration Agreement
On May 3, 2023, the Company entered into the administration agreement (the “Administration Agreement”) with the Administrator,as amended and restated on August 27, 2024. Under the terms of the Administration Agreement, the Administrator provides administrative services to the Company. These services include providing office facilities, equipment, clerical bookkeeping and record keeping services, maintaining financial and other records, preparing reports to stockholders and reports and other materials filed with the SEC or any other regulatory authority, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered by others. The Administrator also will provide on the Company’s behalf significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance. Certain of these services are reimbursable to the Administrator under the terms of the Administration Agreement. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis, without incremental
96
profit to the Administrator. The Administration Agreement may be terminated by either party without penalty on 60 days’ written notice to the other party.
For the year ended December 31, 2024, and the period from May 5, 2023 (commencement of operations) through December 31, 2023, the Company incurred administrative services expenses of $
No person who is an officer, director or employee of the Administrator or its affiliates and who serves as a director of the Company receives any compensation for his or her services as a director. However, the Company reimburses the Administrator (or its affiliates) for an allocable portion of the costs, expenses, compensation and benefits paid by the Administrator or its affiliates to the Company’s chief compliance officer, chief financial officer, general counsel and secretary, their respective staffs and operations staff who provide services to the Company; provided that such reimbursement does not conflict with Section 7.8 of the Company's charter. The allocable portion of the compensation for these officers and other professionals are included in the administration expenses paid to the Administrator. Directors who are not affiliated with the Administrator or its affiliates receive compensation for their services and reimbursement of expenses incurred to attend meetings.
Investment Advisory and Management Agreement
On May 3, 2023, the Company entered into an investment advisory and management agreement with the Adviser (the “Investment Advisory and Management Agreement”), as amended and restated on September 5, 2023 and August 27, 2024. Under the terms of the Investment Advisory and Management Agreement, the Adviser provides investment advisory services to the Company and its portfolio investments. The Adviser’s services under the Investment Advisory and Management Agreement are not exclusive, and the Adviser is free to furnish similar or other services to others so long as its services to the Company are not impaired.
Base Management Fee
The management fee is payable monthly in arrears at an annual rate of
For the year ended December 31, 2024 and the period from May 5, 2023 (commencement of operations) through December 31, 2023, the Company incurred management fees of $
Incentive Fee per Investment Advisory and Management Agreement
Under the Investment Advisory and Management Agreement, the incentive fee consists of two parts:
The first part, the income incentive fee, is calculated and payable quarterly in arrears and is paid with respect to the Company’s pre-incentive fee net investment income (as defined below) in each calendar quarter as follows: (a) no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed a hurdle rate of
97
The second part, the capital gains incentive fee, is determined and payable in arrears as of the end of each calendar year at a rate of
Pre-incentive fee net investment income means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company’s net assets in accordance with GAAP at the end of the immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during each calendar quarter, minus the Company’s operating expenses accrued for such quarter (including the base management fee, expenses payable under the Administration Agreement entered into between us and the Administrator and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee and any stockholder and/or distribution servicing fees). Pre-incentive fee net investment income returns include, in the case of investments with a deferred interest feature (such as market or original issue discount, debt investments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments is also excluded from pre-incentive fee net investment income. Fees payable under the Investment Advisory and Management Agreement for any partial period will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant quarter.
For the purposes of calculating the incentive fee under the Investment Advisory and Management Agreement, these calculations are appropriately prorated and adjusted for any share issuances or repurchases during the relevant quarter, if applicable. For example, assuming there were 90 days in a calendar quarter, if we sold shares on the 31st day of the quarter, our pre-incentive fee net investment income returns, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, for such quarter would give effect to the net proceeds of the issuance for the 60 days of the quarter during which the additional shares were outstanding. If we repurchased shares on the 85th day of the quarter, our pre-incentive fee net investment income returns, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, for such quarter would give effect to the repurchase for the five days of the month during which such shares were no longer outstanding.
For the year ended December 31, 2024 and the period from May 5, 2023 (commencement of operations) through December 31, 2023, the Company incurred income incentive fees of $
GAAP Incentive Fee on Cumulative Unrealized Capital Appreciation
The Company accrues, but does not pay, a portion of the incentive fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the Company is required to accrue an incentive fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the incentive fee based on capital gains, the Company considers the cumulative aggregate unrealized capital appreciation in the calculation, since an incentive fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee payable under the Investment Advisory and Management Agreement.
For the year ended December 31, 2024 and the period from May 5, 2023 (commencement of operations) through December 31, 2023, the Company recorded GAAP incentive fees of $
Intermediary Manager Agreement
On July 17, 2023, the Company entered into an Intermediary Manager agreement (the “Intermediary Manager Agreement”) with Emerson Equity LLC (the “Intermediary Manager”). Under the terms of the Intermediary Manager Agreement, the Intermediary Manager agreed to, among other things, manage the Company's relationships with third-party brokers engaged by the Intermediary Manager to participate in the distribution of common shares and financial advisors. The Intermediary Manager will be entitled to receive stockholder servicing and/or distribution fees monthly in arrears at an annual rate of
98
receive stockholder servicing and/or distribution fees monthly in arrears at an annual rate of
The Company will cease paying the stockholder servicing and/or distribution fees on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) a merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the primary portion of the Offering on which, in the aggregate, underwriting compensation from all sources in connection with the Offering, including the stockholder servicing and/or distribution fees and other underwriting compensation, is equal to
In addition, at the end of the month in which the Intermediary Manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and stockholder servicing and/or distribution fees paid with respect to any single share held in a stockholder’s account would exceed, in the aggregate,
The Intermediary Manager is a broker-dealer registered with the SEC and is a member of the Financial Industry Regulatory Authority.
The Intermediary Manager Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s board of directors who are not “interested persons”, as defined in the Investment Company Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or the Intermediary Manager Agreement or by vote of a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager.
The Intermediary Manager may terminate the Intermediary Manager Agreement, without the payment of penalty, on at least 120 days' written notice to the Company. Either party may terminate the Intermediary Manager Agreement immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision of the Intermediary Manager Agreement. The Intermediary Manager Agreement will automatically terminate in the event of its assignment, as defined in the Investment Company Act. The Company’s obligations under the Intermediary Manager Agreement to pay the stockholder servicing and/or distribution fees with respect to the Class S shares and Class D shares distributed shall survive termination of the agreement until such shares are no longer outstanding (including such shares that have been converted into Class I shares, as described above).
Distribution and Servicing Plan
Our Board has approved a distribution and servicing plan (the “Distribution and Servicing Plan”).
Class of Common Shares |
|
Stockholder Servicing and/or Distribution Fee as a % of NAV |
Class S Shares |
|
|
Class D Shares |
|
|
Class I Shares |
|
- |
The stockholder servicing and/or distribution fees are paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month and subject to FINRA and other limitations on underwriting compensation.
The Intermediary Manager will reallow (pay) all or a portion of the stockholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing stockholder services performed by such brokers, and will waive stockholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the stockholder servicing and/or distribution fees with respect to Class S or Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.
Eligibility to receive the stockholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding the Company, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the stockholder servicing
99
and/or distribution fee due to failure to provide these services, the Intermediary Manager will waive the stockholder servicing and/or distribution fee that broker would have otherwise been eligible to receive. The stockholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase. For the year ended December 31, 2024 and the period from May 5, 2023 (commencement of operations) through December 31, 2023, the Company has not incurred any expenses in connection with the Intermediary Manager Agreement.
Expense Support and Conditional Reimbursement Agreement
The Company has entered into an Expense Support and Conditional Reimbursement Agreement on May 3, 2023 (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain expenses of the Company on the Company’s behalf (each, an “Expense Payment”), provided that no portion of an Expense Payment will be used to pay any interest expense or stockholder servicing and/or distribution fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company or on behalf of the Company in any combination of cash or other immediately available funds no later than forty-five days after such election was made in writing by the Adviser, and/or offset against amounts due from the Company to the Adviser or its affiliates.
Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to or on behalf of the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” As described below, reimbursement payments are conditioned on (i) an expense ratio (excluding any management or incentive fee) that, after giving effect to the recoupment, is lower than the expense ratio (excluding any management or incentive fee) at the time of the fee waiver or expense reimbursement and (ii) a distribution level (exclusive of return of capital to stockholders, if any), equal to, or greater than, the rate at the time of the waiver or reimbursement. “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).
The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month. Reimbursement Payments for a given Expense Payment must be made within three years prior to the last business day of the applicable calendar month. The expense support is measured on a per share class basis.
The Expense Support Agreement provides that no Reimbursement Payment will be made for any calendar month if: (1) the annualized rate (based on a 365-day year) of regular cash distributions per share of common stock declared by the Company exclusive of returns of capital, distribution rate reductions due to distribution and stockholder fees, and any declared special dividends or distributions (the “Effective Rate of Distributions Per Share”) declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Operating Expense Ratio (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. The “Operating Expense Ratio” is calculated by dividing Operating Expenses (as defined below), less organizational and offering expenses, base management and incentive fees owed to the Adviser, and interest expense, by the Company’s net assets. “Operating Expenses” means all of the operating costs and expenses incurred, as determined in accordance with GAAP.
The following table presents a summary of Expense Payments and the related Reimbursement Payments since the Company’s commencement of operations:
100
For the Month Ended |
|
Expense Support from the Adviser |
|
|
Recoupment of Expense Support |
|
|
Expense Support No Longer Eligible for Reimbursement |
|
|
Unreimbursed Expense Support |
|
|
Ratio of Operating Expenses to Average Net Assets for the Period(1) |
|
|
Effective Rate of Distribution per Share(2) |
|
|
Eligible for Reimbursement through |
||||||
May 31, 2024 |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
|
% |
|
|
% |
|
|||||
June 30, 2024 |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
% |
|
|
% |
|
|||||
July 31, 2024 |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
% |
|
|
% |
|
|||||
August 31, 2024 |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
% |
|
|
% |
|
|||||
September 30, 2024 |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
% |
|
|
% |
|
|||||
October 31, 2024 |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
% |
|
|
% |
|
|||||
November 30, 2024 |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
% |
|
|
% |
|
|||||
December 31, 2024 |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
% |
|
|
% |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(1)
(2)
As of December 31, 2024 and 2023, $
As of December 31, 2024 and 2023, $
Note 4. Investments
The information in the following tables is presented on an aggregate portfolio basis, without regard to whether they are non-controlled, non-affiliated, non-controlled, affiliated or controlled affiliated, investments.
Investments at fair value consisted of the following (in thousands):
|
|
As of December 31, 2024 |
|
|
As of December 31, 2023 |
|
||||||||||||||||||
Investment Type |
|
Cost |
|
|
Fair Value |
|
|
Unrealized Appreciation/ (Depreciation) |
|
|
Cost |
|
|
Fair Value |
|
|
Unrealized Appreciation/ (Depreciation) |
|
||||||
Senior Secured First Lien |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Unitranche First Lien |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unitranche First Lien - Last Out |
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Unsecured Debt |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|||
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
LLC/LP Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|||
Total Investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
101
The industry composition of investments at fair value is as follows (in thousands):
Industry |
|
Fair Value as of |
|
|
Percentage of Fair Value |
|
|
|
Fair Value as of |
|
|
Percentage of Fair Value |
|
|
||||
Software and Services |
|
$ |
|
|
|
|
% |
|
$ |
|
|
|
|
% |
||||
Health Care Equipment and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Materials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pharmaceuticals, Biotechnology and Life Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diversified Financials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Discretionary Distribution and Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Media and Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food, beverage and tobacco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Durables and Apparel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Telecommunication Services |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
||
Transportation |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
||
Real Estate Management and Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Utilities |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
||
Total Investments |
|
$ |
|
|
|
|
% |
|
$ |
|
|
|
|
% |
||||
The geographic composition of investments at fair value is as follows (in thousands):
Geographic Region |
|
Fair Value as of |
|
|
Percentage of Fair Value |
|
|
|
Fair Value as of |
|
|
Percentage of Fair Value |
|
|
||||
United States |
|
$ |
|
|
|
|
% |
|
$ |
|
|
|
|
% |
||||
Netherlands |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
||
United Kingdom |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
||
New Zealand |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
||
Australia |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
||
Total Investments |
|
$ |
|
|
|
|
% |
|
$ |
|
|
|
|
% |
||||
102
Note 5. Fair Value of Financial Instruments
Investments
The following tables present fair value measurements of investments as of December 31, 2024 and 2023 (in thousands):
Fair Value Hierarchy |
|
||||||||||||||
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Senior Secured First Lien |
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Unitranche First Lien |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Unitranche First Lien – Last Out |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Unsecured Debt |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Equity |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Subtotal |
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Investments Measured at NAV (1) |
|
|
|
|
|
|
|
|
|
|
|
||||
Total Investments |
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Fair Value Hierarchy |
|
||||||||||||||
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Senior Secured First Lien |
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Unitranche First Lien |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Equity |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Total Investments |
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
(1)
The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the year ended December 31, 2024, based off of the fair value hierarchy as of December 31, 2024 (in thousands):
|
Senior Secured |
|
|
Unitranche |
|
|
Unitranche |
|
|
Unsecured |
|
|
Equity |
|
|
Total |
|
||||||
Balance as of December 31, 2023 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||||
Amortized discounts/premiums |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||||
Paid in-kind interest |
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Net change in unrealized appreciation (depreciation) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Purchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales/principal repayments/paydowns |
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Transfers in |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Transfers out |
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Balance as of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2024 |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
During the year ended December 31, 2024, the Company recorded $
103
The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the period from May 5, 2023 (commencement of operations) through December 31, 2023, based off of the fair value hierarchy as of December 31, 2023 (in thousands):
|
Senior Secured |
|
|
Unitranche |
|
|
Equity |
|
|
Total |
|
|
||||
Balance as of May 5, 2023 (Commencement of Operations) |
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
Amortized discounts/premiums |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|||
Net realized gain (loss) |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|||
Net change in unrealized appreciation (depreciation) |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|||
Purchases |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales/principal repayments/paydowns |
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
Balance as of December 31, 2023 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2023 |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|||
The following tables present the fair value of Level 3 investments and the ranges of significant unobservable inputs used to value the Company’s Level 3 investments as of December 31, 2024 and 2023. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. For example, the highest market yield presented in the table for senior secured first lien investments is appropriate for valuing a specific investment but may not be appropriate for valuing any other investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 investments.
Security Type |
|
Fair Value as of |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range (Weighted Avg) |
||||
Senior Secured First Lien |
|
$ |
|
|
Discounted Cash Flows |
|
Discount Rate |
|
- |
( |
|||
|
|
|
|
|
Broker Quoted |
|
Broker Quote |
|
|
|
N/A |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unitranche First Lien |
|
$ |
|
|
Discounted Cash Flows |
|
Discount Rate |
|
- |
( |
|||
|
|
|
|
|
Broker Quoted |
|
Broker Quote |
|
|
|
N/A |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unitranche First Lien - Last Out |
|
$ |
|
|
Discounted Cash Flows |
|
Discount Rate |
|
- |
( |
|||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured Debt |
|
$ |
|
|
Discounted Cash Flows |
|
Discount Rate |
|
- |
( |
|||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
Enterprise Value |
|
Comparable EBITDA Multiple |
|
- |
( |
|||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Security Type |
|
Fair Value as of |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range (Weighted Avg) |
||||
Senior Secured First Lien |
|
$ |
|
|
Discounted Cash Flows |
|
Discount Rate |
|
- |
( |
|||
|
|
|
|
|
Broker Quoted |
|
Broker Quote |
|
|
|
N/A |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unitranche First Lien |
|
$ |
|
|
Discounted Cash Flows |
|
Discount Rate |
|
- |
( |
|||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
Enterprise Value |
|
Comparable EBITDA Multiple |
|
- |
( |
|||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
104
The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity securities are primarily earnings before interest, taxes, depreciation and amortization (“EBITDA”) comparable multiples and market discount rates. The Company typically uses comparable EBITDA multiples on its equity securities to determine the fair value of investments. The Company uses discount rates for debt securities to determine if the effective yield on a debt security is commensurate with the market yields for that type of debt security. Weighted average is calculated based upon fair value.
Note 6. Debt
Debt consisted of the following:
|
As of December 31, 2024 |
|
|
As of December 31, 2023 |
|
||||||||||||||||||||||||||
(in $ thousands) |
Aggregate Principal |
|
|
Drawn Amount |
|
|
Amount |
|
|
Carrying |
|
|
Aggregate Principal |
|
|
Drawn Amount |
|
|
Amount |
|
|
Carrying |
|
||||||||
JPM Funding Facility |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
The weighted average interest rate of the aggregate borrowings outstanding for the year ended December 31, 2024 and the period from May 5, 2023 (commencement of operations) through December 31, 2023 was
The fair values of the Company’s debt are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company's debt is calculated by discounting remaining payments using comparable market rates or market quotes for similar instruments at the measurement date. As of December 31, 2024 and 2023, the debt would be deemed to be Level 3 of the fair value hierarchy.
As of December 31, 2024 and 2023, the Company was in compliance with the terms and covenants of its debt arrangements.
JPM Funding Facility
The obligations of the Borrower under the JPM Funding Facility are secured by substantially all assets held by the Borrower. Since August 23, 2024, the interest rate charged on the JPM Funding Facility is based on an applicable benchmark (Term SOFR or other applicable benchmark based on the currency of the borrowing)
105
commitment fee on the undrawn balance. The JPM Funding Facility includes customary covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.
Costs incurred in connection with obtaining the JPM Funding Facility were recorded as deferred financing costs and are being amortized over the life of the JPM Funding Facility on a straight-line basis. As of December 31, 2024 and 2023, deferred financing costs related to the JPM Funding Facility were $
Summary of Interest and Credit Facility Expenses
The borrowing expenses incurred by the JPM Funding Facility were as follows:
(in $ thousand) |
For the Year Ended December 31, 2024 |
|
|
For the period from |
|
||
Borrowing interest expense |
$ |
|
|
$ |
|
||
Unused facility fees |
|
|
|
|
|
||
Amortization of financing costs |
|
|
|
|
|
||
Administrative fee |
|
|
|
|
|
||
Total interest and other debt financing costs |
$ |
|
|
$ |
|
||
Weighted average outstanding balance |
$ |
|
|
$ |
|
||
Note 7. Commitments and Contingencies
The Company’s investment portfolio may contain investments that are in the form of lines of credit or unfunded commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. Unfunded commitments to provide funds to portfolio companies are not reflected on the Company’s Consolidated Statements of Assets and Liabilities. These commitments are subject to the same underwriting and ongoing portfolio maintenance as are the on-balance sheet financial instruments that the Company holds. Since these commitments may expire without being drawn, the total commitment amount does not necessarily represent future cash requirements.
The Company has the following unfunded commitments to portfolio companies (in thousands):
106
|
|
|
|
As of December 31, 2024 |
|
|
As of December 31, 2023 |
|
||||
Company |
|
Investment Type |
|
Commitment |
Unfunded |
|
|
Commitment |
Unfunded |
|
||
Accession Risk Management (3) |
|
Delayed Draw Term Loan |
|
$ |
|
|
$ |
|
||||
Ancora Bidco PTY LTD (4) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
Angels of Care (3) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
Angels of Care (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
Avalign Technologies, Inc. (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
C-4 Analytics2 (3) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
C-4 Analytics2 (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
CMG Holdco (3) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
CMG Holdco (3) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
CMG Holdco (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
Concord III, LLC (2) |
|
Revolver |
|
|
|
|
|
|
||||
Duraserv LLC (3) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
Duraserv LLC (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
Van Der Steen (5) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
Enverus (3) |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
||||
Enverus (2) |
|
Revolver |
|
|
|
|
|
|
||||
Essential Services Holding Corporation (3) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
Essential Services Holding Corporation (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
Evergreen IX Borrower 2023, LLC (2) |
|
Revolver |
|
|
|
|
|
|
||||
Formulations Parent Corporation (2) |
|
Revolver |
|
|
|
|
|
|
||||
Galway Borrower, LLC (2) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
Galway Borrower, LLC (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
GB Eagle Buyer, Inc. (3) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
GB Eagle Buyer, Inc. (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
Hamsard 3778 Limited (5) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
Iris Buyer, LLC (3) |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
||||
Iris Buyer, LLC (2) |
|
Revolver |
|
|
|
|
|
|
||||
IVX Health Merger Sub, Inc. (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
Pegasus Steel (3) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
USALCO (2) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
Hanger, Inc. (5) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
MB2 Dental (3) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
107
MB2 Dental (3) |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
- |
|
||
MB2 Dental (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
Medicus IT (3) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
Medicus IT (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
Medical Review Institute of America (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
Net Health Acquisition Corp. (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
Online Labels Group, LLC (3) |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
||||
Online Labels Group, LLC (3) |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
||||
Online Labels Group, LLC (2) |
|
Revolver |
|
|
|
|
|
|
||||
Pitch MidCo B.V. (4) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
Pinnacle Purchaser, LLC (3) |
|
Delayed Draw Term Loan |
|
- |
|
- |
|
|
|
|
||
Parts Town (3) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
Pye-Barker Fire & Safety, LLC (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
RN Enterprises, LLC (2) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
RN Enterprises, LLC (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
RWA Wealth Partners, LLC. |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
RWA Wealth Partners, LLC. (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
The Hilb Group, LLC (2) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
The Hilb Group, LLC (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
UHY Advisors , Inc. (3) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
UHY Advisors , Inc. (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
WCT Group Holdings, LLC (3) |
|
Revolver |
|
|
|
|
|
|
||||
Vital Care Buyer, LLC (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
Pushpay USA Inc. (3) |
|
Revolver |
|
- |
|
- |
|
|
|
|
||
Granicus, Inc. (2) |
|
Delayed Draw Term Loan |
|
|
|
|
- |
|
- |
|
||
Granicus, Inc. (2) |
|
Revolver |
|
|
|
|
- |
|
- |
|
||
Total |
|
|
|
|
$ |
|
|
|
$ |
|
Other Commitments and Contingencies
In the normal course of business, the Company enters into contracts which provide a variety of representations and warranties, and that provide general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any risk exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.
108
Note 8. Net Assets
The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be NAV per share for each share class as of the last calendar day of the immediately preceding month (i.e. the prior month-end NAV).
In connection with its formation, the Company has the authority to issue
As of December 31, 2024, pursuant to subscription agreements entered into between the Company, Sun Life, BK Canada, Scotia Private Credit Pool and Crescent and shares issued through its public offering that commenced on August 1, 2024, the Company issued approximately
Net Asset Value per Share and Offering Price
The following table summarizes each month-end NAV per share for Class I shares of beneficial interest during the year ended December 31, 2024. As of December 31, 2024, the Company had
Date |
Class I NAV Per Share |
|
|
January 31, 2024 |
$ |
|
|
February 29, 2024 |
|
|
|
March 31, 2024 |
|
|
|
April 30, 2024 |
|
|
|
May 31, 2024 |
|
|
|
June 30, 2024 |
|
|
|
July 31, 2024 |
|
|
|
August 31, 2024 |
|
|
|
September 30, 2024 |
|
|
|
October 31, 2024 |
|
|
|
November 30, 2024 |
|
|
|
December 31, 2024 |
|
|
|
|
|
|
|
Distributions
The Company declared monthly regular and special distributions for its Class I shares. The following table presents the monthly regular and special distributions that were declared and payable during the year ended December 31, 2024. We made
109
(in $ thousands, except per share amounts) |
|
|
Class I Distributions |
|
|
|||||
Record Date |
Declaration Date |
Payment Date |
|
Per Share |
|
Amount |
|
|
||
|
$ |
|
$ |
|
|
|||||
|
|
|
|
|
(1) |
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
(1) |
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
(1) |
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
(1) |
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
(1) |
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
(1) |
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
(1) |
|||||
|
|
|
|
$ |
|
$ |
|
|
||
(1)
See Note 11 for subsequent events relating to regular and special distributions declared by the Company.
Distribution Reinvestment Plan
The Company has adopted a distribution reinvestment plan pursuant to which stockholders will have their cash distributions automatically reinvested in additional shares of the Company's same class of common stock to which the distribution relates unless they elect to receive their distributions in cash. As a result, if the Company declares, a cash dividend or other distribution, then stockholders who have not opted out of the Company’s distribution reinvestment plan (or, in the case of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington stockholders and clients of participating brokers that do not permit automatic enrollment in our distribution reinvestment plan, opted to participate in such plan), will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating stockholder’s account to three decimal places.
Share Repurchase Program
The Company has commenced a share repurchase program in which the Company intends, at the discretion of the Board, to offer to repurchase, in each quarter, up to
Under the share repurchase program, to the extent the Company offers to repurchase shares in any particular quarter, it expects to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable month designated by the Company’s Board, except that the Company deducts
110
repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining common stockholders.
Note 9. Income Taxes
For the year ended December 31, 2024 and period from May 5, 2023 (commencement of operations) through December 31, 2023, the Company recognized excise taxes of $
For the year ended December 31, 2024 and period from May 5, 2023 (commencement of operations) through December 31, 2023, the Company recognized
The tax character of stockholder distributions attributable to the year ended December 31, 2024 and period from May 5, 2023 (commencement of operations) through December 31, 2023, were as follows (in thousands):
|
|
For the Year Ended December 31, 2024 |
|
|
For the period from |
|
||
Ordinary Income |
|
$ |
|
|
$ |
|
||
Capital Gain |
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
||
For the year ended December 31, 2024 and period from May 5, 2023 (commencement of operations) through December 31, 2023, the Company recognized no benefits (provisions) for taxes on realized and unrealized appreciation and depreciation on investments. As of December 31, 2024 and 2023,
The components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Consolidated Statements of Assets and Liabilities due to temporary and permanent differences. Taxable income generally differs from net increase (decrease) in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.
|
|
For the Year Ended December 31, 2024 |
|
|
For the period from |
|
||
Undistributed net investment income |
|
$ |
|
|
$ |
|
||
Other temporary differences |
|
|
( |
) |
|
|
|
|
Post October loss deferrals |
|
|
|
|
|
|
||
Capital loss carryover |
|
|
( |
) |
|
|
|
|
Unrealized appreciation (depreciation) |
|
|
|
|
|
|
||
Components of tax distributable earnings at year end |
|
$ |
|
|
$ |
|
||
Note, taxable income is an estimate and is not fully determined until the Company’s tax return is filed.
Taxable income generally differs from net increase (decrease) in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.
The Company makes certain adjustments to the classification of stockholders’ equity as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or
111
losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, undistributed net investment income or undistributed net realized gains on investments, as appropriate.
The Company neither has any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25, Income Taxes, nor did the Company have any unrecognized tax benefits as of the periods presented herein. Although the Company files federal and state tax returns, the Company’s major tax jurisdiction is federal. The Company’s inception-to-date federal tax returns remain subject to examination by the Internal Revenue Service.
Permanent differences between Investment Company Taxable Income (“ICTI”) and net investment income for financial reporting purposes are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes, partnership investments, investments in wholly-owned subsidiaries, and incentive fees.
|
|
For the Year Ended December 31, 2024 |
|
|
For the period from |
|
||
Accumulated net realized gain (loss) |
|
$ |
|
|
$ |
|
||
Increase (Decrease) in undistributed net investment income |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The Company's aggregate investment unrealized appreciation and depreciation for federal income tax purposes was as follows (in thousands):
|
|
As of |
|
|
As of |
|
||
Tax Cost |
|
$ |
|
|
$ |
|
||
Gross Unrealized Appreciation |
|
$ |
|
|
$ |
|
||
Gross Unrealized Depreciation |
|
|
( |
) |
|
|
( |
) |
Net Unrealized Investment Appreciation (Depreciation) |
|
$ |
|
|
$ |
|
||
112
Note 10. Financial Highlights
Below is the schedule of the Company’s financial highlights (in thousands, except share and per share data):
|
|
|
|
|
|
|
||
|
|
For the Year Ended December 31, 2024 |
|
|
For the period from |
|
||
Per Share Data (6): |
|
|
|
|
|
|
||
Net asset value, beginning of period |
|
$ |
|
|
$ |
|
||
Net investment income (1) |
|
|
|
|
|
|
||
Net realized and unrealized gains on investments(1)(2) |
|
|
|
|
|
|
||
Net increase in net assets resulting from operations |
|
|
|
|
|
|
||
Distributions declared from net investment income(2) |
|
|
( |
) |
|
|
- |
|
Total increase (decrease) in net assets |
|
|
|
|
|
|
||
Net asset value, end of period |
|
$ |
|
|
$ |
|
||
Shares outstanding, end of period |
|
|
|
|
|
|
||
Weighted average shares outstanding |
|
|
|
|
|
|
||
Total return based on net asset value (3) |
|
|
% |
|
|
% |
||
Ratio/Supplemental Data (6): |
|
|
|
|
|
|
||
Net assets, end of period |
|
$ |
|
|
$ |
|
||
Ratio of total expenses (excluding expense support) to average net assets(4)(5)(7) |
|
|
% |
|
|
% |
||
Ratio of net expenses (excluding expense support and without incentive fees and interest and other debt expenses) to average net assets (7) |
|
|
% |
|
|
% |
||
Ratio of net investment income to average net assets(7) |
|
|
% |
|
|
% |
||
Ratio of interest and credit facility expenses to average net assets(7) |
|
|
% |
|
|
% |
||
Portfolio turnover |
|
|
% |
|
|
% |
||
Asset coverage ratio |
|
|
% |
|
|
% |
||
Senior Securities
Information about our senior securities (including debt securities and other indebtedness) is shown in the following table as of the fiscal years ended December 31 for the years indicated below. We had no senior securities outstanding as of December 31 of any fiscal years prior to those indicated below.
113
Class and Year |
|
Total Amount Outstanding Exclusive of Treasury Securities(1) |
|
|
Asset Coverage Per Unit(2) |
|
|
Involuntary Liquidating Preference Per Unit(3) |
|
|
Average Market Value Per Unit |
|||
JPM Funding Facility |
|
|
|
|
|
|
|
|
|
|
|
|||
Fiscal 2024 |
|
$ |
|
|
$ |
|
|
|
- |
|
|
N/A |
||
Fiscal 2023 |
|
$ |
|
|
$ |
|
|
|
- |
|
|
N/A |
||
Note 11. Subsequent Events
The Company's management evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. Other than the items below, there have been no subsequent events that occurred during such period that would require disclosure or would be required to be recognized in the consolidated financial statements as of December 31, 2024.
On January 29, 2025, the Company announced the declaration of $
On January 1, 2025, the Company issued
114
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports 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 principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a material misstatement of our consolidated financial statements would be prevented or detected. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.
Changes in Internal Control over Financial Reporting.
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the fiscal quarter ended December 31, 2024, none of our directors or executive officers
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
115
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board of Directors
The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2025 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2024, and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2025 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2024, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2025 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2024, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2025 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2024, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2025 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2024, and is incorporated herein by reference.
116
PART IV
ITEM 15. EXHIBITS
The following documents are filed as part of this Annual Report:
1. Financial Statements
|
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, Los Angeles, CA, PCAOB ID: 42) |
|
Consolidated Statements of Assets and Liabilities as of December 31, 2024 and December 31, 2023 |
|
|
|
|
|
|
|
Consolidated Schedule of Investments as of December 31, 2024 |
|
Consolidated Schedule of Investments as of December 31, 2023 |
|
2. Financial Statement Schedules
None. We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.
3. Exhibits
Exhibit Number |
Description |
3.1 |
|
3.2 |
|
4.1 |
|
4.2 |
Description of Common Shares of Beneficial Interests (filed herewith) |
10.1 |
|
10.2 |
|
10.3 |
|
10.4 |
|
10.5 |
|
10.6 |
|
10.7 |
|
10.8 |
|
10.9 |
|
10.10 |
|
10.11 |
|
10.12 |
|
10.13 |
117
10.14 |
|
10.15 |
|
10.16 |
|
10.17 |
|
10.18 |
|
21.1 |
|
24.1 |
Power of Attorney (filed herewith, included on the signature page to this Annual Report) |
31.1 |
|
31.2 |
|
32.1 |
|
99.1 |
|
101.INS |
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
118
ITEM 16. FORM 10-K SUMMARY
None.
119
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CRESCENT PRIVATE CREDIT INCOME CORP.
By: |
/s/ Eric Hall |
|
Eric Hall |
|
Chief Executive Officer |
|
Date: February 21, 2025 |
Each person whose signature appears below constitutes and appoints Eric Hall, Kirill Bouek, George P. Hawley, Erik Barrios, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or more Annual Reports on Form 10-K for the fiscal year ended December 31, 2024, and any and all amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 21, 2025.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: |
/s/ Eric Hall |
|
Eric Hall |
|
Chief Executive Officer (Principal Executive Officer) |
|
Date: February 21, 2025 |
|
|
By: |
/s/ Kirill Bouek |
|
Kirill Bouek |
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
Date: February 21, 2025 |
|
|
By: |
/s/ Kathleen Briscoe |
|
Kathleen Briscoe |
|
Director |
|
Date: February 21, 2025 |
|
|
By: |
/s/ Susan Yun Lee |
|
Susan Yun Lee |
|
Director |
|
Date: February 21, 2025 |
|
|
By: |
/s/ Martha Solis-Turner |
|
Martha Solis-Turner |
|
Director |
|
Date: February 21, 2025 |
|
|
By: |
/s/ Jason Breaux |
|
Jason Breaux |
|
Director |
|
Date: February 21, 2025 |
|
|
By: |
/s/ Christopher G. Wright |
|
Christopher G. Wright |
|
Director |
|
Date: February 21, 2025 |
120