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investments Oil, Gas & Consumable Fuels CQP Holdco LP First lien senior secured term loan Interest Rate SOFR + 2.00% Maturity Date 12/31/20302025-03-310001965934ck0001965934:SecuredBorrowingAgreementMember2025-03-310001965934us-gaap:FairValueInputsLevel3Memberck0001965934:FirstLienSeniorSecuredDebtInvestmentsMember2025-03-3100019659342023-12-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Building Products Chariot Buyer LLC First lien senior secured term loan Interest Rate SOFR + 3.25% Maturity Date 11/03/20282025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Software UKG Inc First lien senior secured term loan Interest Rate SOFR + 3.00% Maturity Date 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Non-controlled/non-affiliated senior secured debt Debt investments Distributors BCPE Empire Holdings Inc First lien senior secured term loan Interest Rate SOFR + 3.25% Maturity Date 12/11/20302025-03-310001965934ck0001965934:SecuredBorrowingAgreementMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-12-192024-12-190001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Diversified Consumer Services Wand NewCo 3 Inc First lien senior secured term loan Interest Rate SOFR + 2.50% Maturity Date 1/30/20312025-03-310001965934us-gaap:FairValueInputsLevel3Memberck0001965934:FirstLienSeniorSecuredDebtInvestmentsMember2025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Commercial Services & Supplies CI (MG) GROUP, LLC First lien senior secured revolving loan Interest Rate SOFR + 5.50% Maturity Date 03/27/20302025-03-310001965934ck0001965934:SoftwareMember2024-12-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Construction Material Quikrete Holdings Inc First lien senior secured term loan Interest Rate SOFR + 2.50% Maturity Date 4/14/20312025-03-310001965934U.S. Treasury Bill2025-03-310001965934us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputOfferedPriceMemberck0001965934:ValuationTechniqueRecentTransactionMemberck0001965934:SecondLienSeniorSecuredDebtInvestmentsMember2024-12-310001965934ck0001965934:TextilesApparelAndLuxuryGoodsMember2025-03-310001965934ck0001965934:BuildingProductsMember2024-12-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Electrical Utilities Wec US Holdings Ltd First lien senior secured term loan Interest Rate SOFR + 2.25% Maturity Date 1/27/20312024-12-310001965934ck0001965934:CIMGGROUPLLCMemberck0001965934:DelayedDrawTermLoanOneMember2025-03-310001965934us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberck0001965934:SecondLienSeniorSecuredDebtInvestmentsMemberck0001965934:ValuationTechniqueYieldAnalysisMember2025-03-310001965934us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputOfferedPriceMemberck0001965934:FirstLienSeniorSecuredDebtInvestmentsMemberck0001965934:ValuationTechniqueRecentTransactionMembersrt:MaximumMember2025-03-310001965934ck0001965934:ExpenseSupportAndConditionalReimbursementAgreementMember2025-01-012025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Electronic Equipment Emrld Borrower LP First lien senior secured term loan Interest Rate SOFR + 2.50% Maturity Date 5/31/20302024-12-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Commercial Services & Supplies CI (MG) GROUP, LLC First lien senior secured term loan Interest Rate SOFR + 5.50% Maturity Date 03/27/20302025-03-310001965934ck0001965934:HouseholdDurablesMember2025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Automobile Components2025-03-310001965934ck0001965934:SemiconductorsAndSemiconductorEquipmentMember2024-12-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Hotels, Restaurants & Leisure Caesars Entertainment Inc First lien senior secured term loan Interest Rate SOFR + 2.25% Maturity Date 2/6/20312025-03-310001965934srt:NorthAmericaMember2025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Transportation Infrastructure Brown Group Holding LLC First lien senior secured term loan Interest Rate SOFR + 2.50% Maturity Date 7/1/20312024-12-310001965934ck0001965934:ThreeMonthSecuredOvernightFinancingRateSofrMember2025-03-310001965934ck0001965934:FirstAmendmentMemberck0001965934:SmtbCreditFacilityMember2024-12-090001965934ck0001965934:DiversifiedFinancialServicesMember2025-03-310001965934us-gaap:InvestmentUnaffiliatedIssuerMember2025-01-012025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Building Products2024-09-300001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Specialty Retail PetSmart LLC First lien senior secured term loan Interest Rate SOFR + 3.75% Maturity Date 2/11/20282024-12-310001965934ck0001965934:BNPRevolvingCreditFacilityMember2025-03-310001965934ck0001965934:HealthCareProvidersAndServicesMember2025-03-310001965934ck0001965934:DateSevenMember2025-01-012025-03-310001965934ck0001965934:CommunicationsEquipmentMember2025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Diversified Consumer Services Wand NewCo 3 Inc First lien senior secured term loan Interest Rate SOFR + 3.25% Maturity Date 1/30/20312024-12-310001965934us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputOfferedPriceMemberck0001965934:ValuationTechniqueRecentTransactionMembersrt:MinimumMemberck0001965934:SecondLienSeniorSecuredDebtInvestmentsMember2024-12-3100019659342024-10-012024-12-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Household Durables RH First lien senior secured term loan Interest Rate SOFR + 2.50% Maturity Date 10/20/20282024-12-310001965934us-gaap:FairValueInputsLevel3Memberck0001965934:FirstLienSeniorSecuredDebtInvestmentsMembersrt:MinimumMemberus-gaap:MeasurementInputDiscountRateMemberck0001965934:ValuationTechniqueYieldAnalysisMember2024-12-310001965934us-gaap:FairValueInputsLevel3Memberck0001965934:FirstLienSeniorSecuredDebtInvestmentsMemberus-gaap:MeasurementInputDiscountRateMemberck0001965934:ValuationTechniqueYieldAnalysisMembersrt:MaximumMember2024-12-310001965934us-gaap:FairValueInputsLevel3Memberck0001965934:FirstLienSeniorSecuredDebtInvestmentsMemberus-gaap:MeasurementInputDiscountRateMemberck0001965934:ValuationTechniqueYieldAnalysisMember2024-12-310001965934ck0001965934:FirstLienSeniorSecuredDebtInvestmentsMember2024-12-310001965934us-gaap:ChemicalsSectorMember2024-12-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Health Care Equipment & Supplies Medline Borrower LP First lien senior secured term loan Interest Rate SOFR + 2.25% Maturity Date 10/23/20282025-03-310001965934ck0001965934:ContinentalCafeLLCMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-12-310001965934us-gaap:FairValueInputsLevel1Memberus-gaap:USTreasuryBillSecuritiesMember2025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments 2025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Hotels, Restaurants & Leisure Alterra Mountain Co First lien senior secured term loan Interest Rate SOFR + 2.75% Maturity Date 8/17/20282024-12-310001965934us-gaap:USTreasuryBillSecuritiesMember2025-03-310001965934ck0001965934:ThirdAmendmentMemberck0001965934:SmtbCreditFacilityMember2025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Health Care Providers & Services SGA Dental Partners OPCO, LLC First lien senior secured delayed draw term loan Interest Rate SOFR + 5.50% Maturity Date 7/17/20292024-12-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Electronic Equipment Madison IAQ LLC First lien senior secured term loan Interest Rate SOFR + 2.75% Maturity Date 6/21/20282024-12-310001965934us-gaap:FairValueInputsLevel3Memberck0001965934:FirstLienSeniorSecuredDebtInvestmentsMemberus-gaap:MeasurementInputDiscountRateMemberck0001965934:ValuationTechniqueYieldAnalysisMembersrt:MaximumMember2025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Building Products2024-12-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Hotels, Restaurants & Leisure Light & Wonder International Inc First lien senior secured term loan Interest Rate SOFR + 2.25% Maturity Date 4/14/20292025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Construction Material Quikrete Holdings Inc First lien senior secured term loan Interest Rate SOFR + 2.50% Maturity Date 4/14/20312024-12-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Diversified Consumer Services2025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Building Products Kodiak BP LLC First lien senior secured term loan Interest Rate SOFR + 3.75% Maturity Date 11/26/20312025-03-310001965934ck0001965934:DiversifiedFinancialServicesMember2024-12-310001965934us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputOfferedPriceMemberck0001965934:FirstLienSeniorSecuredDebtInvestmentsMemberck0001965934:ValuationTechniqueRecentTransactionMembersrt:MaximumMember2024-12-310001965934Investments2024-12-310001965934ck0001965934:ConstructionAndEngineeringMember2025-03-310001965934ck0001965934:BuildingProductsMember2025-03-310001965934ck0001965934:BNPRevolvingCreditFacilityMember2024-01-012024-03-3100019659342024-12-310001965934us-gaap:FairValueInputsLevel3Member2025-01-012025-03-310001965934ck0001965934:SixMonthSecuredOvernightFinancingRateSofrMember2025-03-310001965934ck0001965934:SemiconductorsAndSemiconductorEquipmentMember2025-03-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Health Care Providers & Services Heartland Dental LLC First lien senior secured term loan Interest Rate SOFR + 4.50% Maturity Date 4/28/20282024-12-310001965934ck0001965934:SmtbCreditFacilityMember2025-04-300001965934ck0001965934:BNPRevolvingCreditFacilityMemberck0001965934:April12025ThroughJune302025Member2025-10-010001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Electronic Equipment Emrld Borrower LP First lien senior secured term loan Interest Rate SOFR + 2.50% Maturity Date 5/31/20302025-03-310001965934ck0001965934:CommunicationsEquipmentMember2024-12-310001965934Investments Non-controlled/non-affiliated senior secured debt Debt investments Textiles, Apparel & Luxury Goods ABG Intermediate Holdings 2 LLC First lien senior secured term loan Interest Rate SOFR + 2.25% Maturity Date 12/21/20282025-03-3100019659342024-01-012024-03-31xbrli:pureiso4217:USDxbrli:sharesxbrli:sharesck0001965934:Segmentiso4217:USD

 

“”

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended March 31, 2025

OR

 

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

 

Commission File Number 814-01698

 

 

Overland Advantage

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

92-6424189

( State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

375 Park Avenue

11th Floor

New York, NY

10152-0002

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 672-5088

 

 

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

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

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

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

 

 

 

 

 

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

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

As of March 31, 2025, the registrant had 19,240,407 shares of beneficial interest, $0.001 par value per share, outstanding.

 

 

 


 

Table of Contents

 

 

 

Page

 

 

 

PART I.

FINANCIAL INFORMATION

2

 

 

 

Item 1.

Financial Statements

2

 

Consolidated Statements of Assets and Liabilities as of March 31, 2025 (Unaudited) and December 31, 2024

2

 

Consolidated Statements of Operations for the three months ended March 31, 2025 and March 31, 2024 (Unaudited)

3

 

Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2025 and March 31, 2024 (Unaudited)

4

 

Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and March 31, 2024(Unaudited)

5

 

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

6

 

Consolidated Schedule of Investments as of December 31, 2024

10

 

Notes to Consolidated Financial Statements (Unaudited)

14

Item 2.

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

32

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

40

Item 4.

Controls and Procedures

41

 

 

 

PART II.

OTHER INFORMATION

43

 

 

 

Item 1.

Legal Proceedings

43

Item 1A.

Risk Factors

43

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

43

Item 3.

Defaults Upon Senior Securities

43

Item 4.

Mine Safety Disclosures

43

Item 5.

Other Information

43

Item 6.

Exhibits

44

Signatures

45

 

 

 

 

i


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Overland Advantage

Consolidated Statements of Assets and Liabilities

(amounts in thousands, except share and per share data)

 

 

 

 

March 31, 2025

 

 

December 31, 2024

 

 

 

(Unaudited)

 

 

(Audited)

 

Assets

 

 

 

 

 

 

Non-controlled/non-affiliated investments, at fair value (amortized cost of $988,148 and $947,345, respectively)

 

$

982,953

 

 

$

947,637

 

Cash and cash equivalents

 

 

38,621

 

 

 

31,554

 

Interest receivable on investments

 

 

3,360

 

 

 

2,806

 

Deferred financing costs

 

 

3,211

 

 

 

3,732

 

Deferred offering costs

 

 

474

 

 

 

1,657

 

Prepaid insurance

 

 

246

 

 

 

287

 

Other assets

 

 

226

 

 

 

226

 

Receivable for paydowns of investments

 

 

62

 

 

 

57

 

Total Assets

 

$

1,029,153

 

 

$

987,956

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Credit facilities

 

$

524,500

 

 

$

450,000

 

Secured borrowings

 

 

 

 

 

18,000

 

Payable for unsettled purchases

 

 

8,060

 

 

 

69,940

 

Distribution payable

 

 

7,576

 

 

 

10,023

 

Interest payable

 

 

5,610

 

 

 

5,099

 

Payable to affiliates

 

 

4,933

 

 

 

4,412

 

Management fee payable

 

 

1,212

 

 

 

804

 

Investment income incentive fee payable

 

 

1,322

 

 

 

592

 

Accrued capital gains incentive fee

 

 

 

 

 

33

 

Total Liabilities

 

$

553,213

 

 

$

558,903

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets

 

 

 

 

 

 

Common shares of beneficial interest, $0.001 par value, unlimited shares authorized,
     
19,240,407 and 17,122,713 shares issued and outstanding, respectively

 

 

19

 

 

 

17

 

Paid-in-capital in excess of par value

 

 

481,672

 

 

 

428,267

 

Distributable earnings (loss)

 

 

(5,751

)

 

 

769

 

Total Net Assets

 

$

475,940

 

 

$

429,053

 

Total Liabilities and Net Assets

 

$

1,029,153

 

 

$

987,956

 

Net asset value per share

 

$

24.74

 

 

$

25.06

 

 

 

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

2


 

Overland Advantage

Consolidated Statements of Operations (Unaudited)

(amounts in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

For the three months ended

 

 

 

March 31, 2025

 

 

March 31, 2024

 

Investment income

 

 

 

 

 

 

From non-controlled/non-affiliated investments:

 

 

 

 

 

 

Interest income

 

$

18,744

 

 

$

 

Total investment income

 

 

18,744

 

 

 

 

Expenses

 

 

 

 

 

 

Interest and debt financing costs

 

 

6,972

 

 

 

 

Amortization of offering costs

 

 

1,184

 

 

 

 

Management fees

 

 

1,212

 

 

 

 

Investment income incentive fee

 

 

1,322

 

 

 

 

Capital gains incentive fee

 

 

(33

)

 

 

 

Organizational expenses

 

 

 

 

 

33

 

Other general and administrative expenses

 

 

2,093

 

 

 

190

 

Professional fees

 

 

940

 

 

 

499

 

Trustees' fees

 

 

163

 

 

 

163

 

Total expenses

 

 

13,853

 

 

 

885

 

 

 

 

 

 

 

 

Less advisor expense support (Note 4)

 

 

(2,634

)

 

 

(885

)

Net expenses

 

 

11,219

 

 

 

 

Net investment income (loss)

 

 

7,525

 

 

 

 

 

 

 

 

 

 

 

Realized and unrealized gain (loss):

 

 

 

 

 

 

Net realized gains (losses):

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

 

(7

)

 

 

 

Net realized gains (losses)

 

 

(7

)

 

 

 

Net change in unrealized appreciation (depreciation):

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

 

(5,487

)

 

 

 

Net change in unrealized appreciation (depreciation)

 

 

(5,487

)

 

 

 

Net realized and unrealized gain (loss)

 

 

(5,494

)

 

 

 

Net increase (decrease) in net assets from operations

 

$

2,031

 

 

$

 

 

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

3


 

Overland Advantage

Consolidated Statements of Changes in Net Assets (Unaudited)

(amounts in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

For the three months ended

 

 

 

March 31, 2025

 

 

March 31, 2024

 

Net assets at beginning of period

 

$

429,053

 

 

$

10

 

Operations:

 

 

 

 

 

 

Net investment income (loss)

 

 

7,525

 

 

 

 

Net realized gains (losses)

 

 

(7

)

 

 

 

Net change in unrealized appreciation (depreciation)

 

 

(5,487

)

 

 

 

Net increase (decrease) in net assets from operations

 

 

2,031

 

 

 

 

Distributions to Shareholders:

 

 

 

 

 

 

Distributions from distributable earnings

 

 

(7,576

)

 

 

 

Net increase (decrease) resulting from shareholder distributions

 

 

(7,576

)

 

 

 

Capital share transactions:

 

 

 

 

 

 

Issuance of common shares

 

 

50,000

 

 

 

 

Reinvestment of shareholder distributions

 

 

2,432

 

 

 

 

Net increase (decrease) in net assets from capital transactions

 

 

52,432

 

 

 

 

Net increase (decrease) in net assets for the period

 

 

46,887

 

 

 

 

Net assets at end of period

 

$

475,940

 

 

$

10

 

 

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

4


 

Overland Advantage

Consolidated Statements of Cash Flows (Unaudited)

(amounts in thousands, except share and per share data)

 

 

 

 

For the three months ended

 

 

For the three months ended

 

 

 

 

March 31, 2025

 

 

March 31, 2024

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net increase (decrease) in net assets from operations

 

 

$

2,031

 

 

$

 

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Purchase of investments

 

 

 

(207,374

)

 

 

 

Proceeds from sales of investments and principal repayments

 

 

 

167,135

 

 

 

 

Net realized (gains) losses on investments

 

 

 

7

 

 

 

 

Net change in unrealized (appreciation) depreciation

 

 

 

5,487

 

 

 

 

Net accretion of discount on investments

 

 

 

(571

)

 

 

 

Amortization of deferred financing costs

 

 

 

649

 

 

 

 

Amortization of deferred offering costs

 

 

 

1,184

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

(Increase) decrease in prepaid insurance

 

 

 

41

 

 

 

(591

)

(Increase) decrease in other assets

 

 

 

 

 

 

(354

)

(Increase) decrease in interest receivable on investments

 

 

 

(554

)

 

 

 

(Increase) decrease in receivable for paydowns of investments

 

 

 

(5

)

 

 

 

Increase (decrease) in investment income incentive fee payable

 

 

 

730

 

 

 

 

Increase (decrease) in accrued capital gains incentive fee

 

 

 

(33

)

 

 

 

Increase (decrease) in management fee payable

 

 

 

408

 

 

 

 

Increase (decrease) in payable to affiliates (1)

 

 

 

467

 

 

 

945

 

Increase (decrease) in payable for unsettled purchases

 

 

 

(61,880

)

 

 

 

Increase (decrease) in interest payable

 

 

 

511

 

 

 

 

Net cash provided by (used in) operating activities

 

 

 

(91,767

)

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from issuance of common shares

 

 

 

50,000

 

 

 

 

Distributions paid

 

 

 

(7,591

)

 

 

 

Deferred financing costs paid

 

 

 

(75

)

 

 

 

Borrowings on credit facilities

 

 

 

329,500

 

 

 

 

Paydown on credit facilities

 

 

 

(255,000

)

 

 

 

Repayment of secured borrowings

 

 

 

(18,000

)

 

 

 

Net cash provided by (used in) financing activities

 

 

 

98,834

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

 

7,067

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

 

31,554

 

 

 

10

 

Cash and cash equivalents, end of period

 

 

$

38,621

 

 

$

10

 

 

 

 

 

 

 

 

 

Supplemental and Non-Cash Financing Activities

 

 

 

 

 

 

 

Accrued but unpaid deferred financing costs

 

 

$

53

 

 

$

3,313

 

Accrued but unpaid deferred offering costs

 

 

$

 

 

$

955

 

Cash paid during the period for interest

 

 

$

5,811

 

 

$

 

Distribution payable

 

 

$

7,576

 

 

$

 

Reinvestment of shareholder distributions

 

 

$

2,432

 

 

$

 

 

(1)
Increases in payable to affiliates is reduced by the accrued but unpaid deferred financing and offering costs.

Certain prior period amounts have been reclassified to conform to current period presentation.

 

 

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

5


 

Overland Advantage

Consolidated Schedule of Investments (Unaudited)

As of March 31, 2025

(amounts in thousands)

 

 

 

 

 

 

 

 

 

Principal/

 

 

 

 

 

 

 

 

Percentage

 

 

 

 

 

Interest

 

Maturity

 

Par

 

 

Amortized

 

 

 

 

 

of Net

 

Company(1)

 

Investment

 

Rate

 

Date

 

Amount/Shares

 

 

Cost(2)

 

 

Fair Value(3)

 

 

Assets

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled/non-affiliated senior secured debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt investments(4)(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Automobile Components

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LS Group OpCo Acquisition LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.50%

 

4/23/2031

 

 

$

6,965

 

 

$

7,002

 

 

$

6,904

 

 

 

1.45

 %

Realtruck Group Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

1/31/2028

 

 

 

7,918

 

 

 

7,939

 

 

 

7,548

 

 

 

1.59

 %

 

 

 

 

 

 

 

 

 

 

 

 

14,941

 

 

 

14,452

 

 

 

3.04

 %

Building Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chariot Buyer LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.25%

 

11/3/2028

 

 

 

5,939

 

 

 

5,946

 

 

 

5,878

 

 

 

1.23

 %

Kodiak BP LLC(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

11/26/2031

 

 

 

5,000

 

 

 

5,031

 

 

 

4,793

 

 

 

1.01

 %

LBM Acquisition LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

6/6/2031

 

 

 

6,467

 

 

 

6,434

 

 

 

5,953

 

 

 

1.25

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

17,411

 

 

 

16,624

 

 

 

3.49

 %

Chemicals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lummus Technology Holdings V LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

12/31/2029

 

 

 

6,930

 

 

 

6,977

 

 

 

6,904

 

 

 

1.45

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Services & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asurion LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 4.25%

 

9/19/2030

 

 

 

7,939

 

 

 

7,765

 

 

 

7,828

 

 

 

1.65

 %

CI (MG) GROUP, LLC(6)(8)(14)

 

First lien senior secured term loan

 

SOFR + 5.50%

 

3/27/2030

 

 

 

47,432

 

 

 

46,721

 

 

 

46,721

 

 

 

9.82

 %

CI (MG) GROUP, LLC(6)(11)(12)

 

First lien senior secured delayed draw term loan

 

SOFR + 5.50%

 

3/27/2030

 

 

 

-

 

 

 

(169

)

 

 

(169

)

 

 

(0.04

)%

CI (MG) GROUP, LLC(6)(11)(12)

 

First lien senior secured revolving loan

 

SOFR + 5.50%

 

3/27/2030

 

 

 

-

 

 

 

(76

)

 

 

(76

)

 

 

(0.02

)%

Continental Cafe LLC(6)(7)(14)

 

First lien senior secured term loan

 

SOFR + 5.25%

 

12/31/2029

 

 

 

60,832

 

 

 

60,128

 

 

 

60,072

 

 

 

12.62

 %

Continental Cafe LLC(6)(11)(12)

 

First lien senior secured delayed draw term loan

 

SOFR + 5.25%

 

12/31/2029

 

 

 

-

 

 

 

(155

)

 

 

(166

)

 

 

(0.03

)%

CoreLogic Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

6/2/2028

 

 

 

7,918

 

 

 

7,869

 

 

 

7,772

 

 

 

1.63

 %

 

 

 

 

 

 

 

 

 

 

 

 

122,083

 

 

 

121,982

 

 

 

25.63

 %

Communications Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delta Topco Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 2.75%

 

11/30/2029

 

 

 

7,980

 

 

 

8,059

 

 

 

7,883

 

 

 

1.66

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction & Engineering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oscar Acquisitionco LLC(8)(14)

 

First lien senior secured term loan

 

SOFR + 4.25%

 

4/29/2029

 

 

 

8,909

 

 

 

8,934

 

 

 

8,311

 

 

 

1.75

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction Material

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quikrete Holdings Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

4/14/2031

 

 

 

5,940

 

 

 

5,964

 

 

 

5,868

 

 

 

1.23

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Finance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maxitransfers Blocker Corp(6)(7)(14)

 

Second lien senior secured term loan

 

SOFR + 7.00%

 

6/18/2030

 

 

 

49,875

 

 

 

48,878

 

 

 

48,907

 

 

 

10.28

 %

 

6


 

 

 

 

 

 

 

 

 

 

Principal/

 

 

 

 

 

 

 

 

Percentage

 

 

 

 

 

Interest

 

Maturity

 

Par

 

 

Amortized

 

 

 

 

 

of Net

 

Company(1)

 

Investment

 

Rate

 

Date

 

Amount/Shares

 

 

Cost(2)

 

 

Fair Value(3)

 

 

Assets

 

Distributors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BCPE Empire Holdings Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.25%

 

12/11/2030

 

 

 

7,980

 

 

 

8,060

 

 

 

7,857

 

 

 

1.65

 %

Diversified Consumer Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mavis Tire Express Services Topco Corp(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

5/4/2028

 

 

 

7,980

 

 

 

8,070

 

 

 

7,921

 

 

 

1.66

 %

Wand NewCo 3 Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.50%

 

1/30/2031

 

 

 

4,825

 

 

 

4,869

 

 

 

4,748

 

 

 

1.00

 %

 

 

 

 

 

 

 

 

 

 

 

 

12,939

 

 

 

12,669

 

 

 

2.66

 %

Diversified Financial Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boost Newco Borrower LLC(8)(14)

 

First lien senior secured term loan

 

SOFR + 2.00%

 

1/31/2031

 

 

 

5,985

 

 

 

6,034

 

 

 

5,940

 

 

 

1.25

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electrical Utilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEC US Holdings Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

1/27/2031

 

 

 

6,965

 

 

 

7,001

 

 

 

6,895

 

 

 

1.45

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electronic Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emrld Borrower LP(9)(14)

 

First lien senior secured term loan

 

SOFR + 2.50%

 

5/31/2030

 

 

 

3,960

 

 

 

3,988

 

 

 

3,918

 

 

 

0.82

 %

Madison IAQ LLC(9)(14)

 

First lien senior secured term loan

 

SOFR + 2.50%

 

6/21/2028

 

 

 

5,954

 

 

 

5,989

 

 

 

5,875

 

 

 

1.24

 %

 

 

 

 

 

 

 

 

 

 

 

 

9,977

 

 

 

9,793

 

 

 

2.06

 %

Health Care Equipment & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medline Borrower LP(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

10/23/2028

 

 

 

4,950

 

 

 

4,979

 

 

 

4,939

 

 

 

1.04

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health Care Providers & Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Examworks Bidco Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.75%

 

11/1/2028

 

 

 

6,964

 

 

 

6,997

 

 

 

6,946

 

 

 

1.46

 %

FFF Enterprises Inc(6)(7)(14)

 

First lien senior secured term loan

 

SOFR + 6.25%

 

12/12/2028

 

 

 

79,800

 

 

 

78,354

 

 

 

78,235

 

 

 

16.44

 %

Heartland Dental LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 4.50%

 

4/28/2028

 

 

 

8,910

 

 

 

8,958

 

 

 

8,888

 

 

 

1.87

 %

Select Medical Corp(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.00%

 

11/18/2031

 

 

 

1,294

 

 

 

1,300

 

 

 

1,290

 

 

 

0.27

 %

SGA Dental Partners OPCO, LLC(6)(8)(14)

 

First lien senior secured term loan

 

SOFR + 5.50%

 

7/17/2029

 

 

 

78,684

 

 

 

77,316

 

 

 

77,490

 

 

 

16.28

 %

SGA Dental Partners OPCO, LLC(6)(9)(12)

 

First lien senior secured delayed draw term loan

 

SOFR + 5.50%

 

7/17/2029

 

 

 

9,573

 

 

 

9,356

 

 

 

9,347

 

 

 

1.96

 %

Southern Veterinary Partners LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.25%

 

12/4/2031

 

 

 

8,000

 

 

 

7,963

 

 

 

7,974

 

 

 

1.68

 %

Triwest Healthcare Alliance Corp(6)(7)(14)

 

First lien senior secured term loan

 

SOFR + 5.50%

 

12/27/2027

 

 

 

26,250

 

 

 

25,878

 

 

 

26,067

 

 

 

5.48

 %

Triwest Healthcare Alliance Corp(6)(7)

 

First lien senior secured delayed draw term loan

 

SOFR + 5.50%

 

12/27/2027

 

 

 

37,500

 

 

 

36,986

 

 

 

37,239

 

 

 

7.82

 %

Zelis Payments Buyer Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.25%

 

11/26/2031

 

 

 

7,980

 

 

 

7,945

 

 

 

7,671

 

 

 

1.61

 %

Zelis Payments Buyer Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.75%

 

9/28/2029

 

 

 

965

 

 

 

971

 

 

 

929

 

 

 

0.20

 %

 

 

 

 

 

 

 

 

 

 

 

 

262,024

 

 

 

262,076

 

 

 

55.07

 %

Health Care Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AthenaHealth Group Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

2/15/2029

 

 

 

6,947

 

 

 

6,966

 

 

 

6,851

 

 

 

1.44

 %

Ensemble RCM LLC(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

8/1/2029

 

 

 

4,950

 

 

 

4,987

 

 

 

4,941

 

 

 

1.04

 %

Project Ruby Ultimate Parent Corp(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

3/10/2028

 

 

 

7,980

 

 

 

8,060

 

 

 

7,948

 

 

 

1.67

 %

Waystar Technologies Inc(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

10/22/2029

 

 

 

4,220

 

 

 

4,256

 

 

 

4,198

 

 

 

0.88

 %

 

 

 

 

 

 

 

 

 

 

 

 

24,269

 

 

 

23,938

 

 

 

5.03

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7


 

 

 

 

 

 

 

 

 

Principal/

 

 

 

 

 

 

 

 

Percentage

 

 

 

 

 

Interest

 

Maturity

 

Par

 

 

Amortized

 

 

 

 

 

of Net

 

Company(1)

 

Investment

 

Rate

 

Date

 

Amount/Shares

 

 

Cost(2)

 

 

Fair Value(3)

 

 

Assets

 

Hotels, Restaurants & Leisure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alterra Mountain Co(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.75%

 

8/17/2028

 

 

 

4,975

 

 

 

5,019

 

 

 

4,963

 

 

 

1.04

 %

Caesars Entertainment Inc(8)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

2/6/2031

 

 

 

5,940

 

 

 

5,978

 

 

 

5,892

 

 

 

1.24

 %

CV Borrower, LLC(6)(7)(10)(14)

 

First lien senior secured term loan

 

SOFR + 5.50%

 

8/30/2030

 

 

 

99,500

 

 

 

97,606

 

 

 

98,766

 

 

 

20.75

 %

Fertitta Entertainment LLC/NV(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

1/27/2029

 

 

 

6,929

 

 

 

6,968

 

 

 

6,814

 

 

 

1.43

 %

Light & Wonder International Inc(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

4/14/2029

 

 

 

4,963

 

 

 

5,003

 

 

 

4,943

 

 

 

1.04

 %

 

 

 

 

 

 

 

 

 

 

 

 

120,574

 

 

 

121,378

 

 

 

25.50

 %

Household Durables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RH(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.50%

 

10/20/2028

 

 

 

7,918

 

 

 

7,814

 

 

 

7,536

 

 

 

1.58

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Household Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VC GB Holdings I Corp(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

7/21/2028

 

 

 

7,918

 

 

 

7,950

 

 

 

7,652

 

 

 

1.61

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IT Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Go Daddy Operating Co LLC(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 1.75%

 

11/9/2029

 

 

 

3,330

 

 

 

3,348

 

 

 

3,311

 

 

 

0.70

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Machinery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineered Machinery Holdings Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

5/19/2028

 

 

 

6,928

 

 

 

6,969

 

 

 

6,924

 

 

 

1.45

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CQP Holdco LP(8)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.00%

 

12/31/2030

 

 

 

5,985

 

 

 

6,033

 

 

 

5,965

 

 

 

1.25

 %

Oryx Midstream Services Permian Basin LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

10/5/2028

 

 

 

6,930

 

 

 

6,978

 

 

 

6,919

 

 

 

1.45

 %

 

 

 

 

 

 

 

 

 

 

 

 

13,011

 

 

 

12,884

 

 

 

2.70

 %

Professional Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clover Holdings 2 LLC(8)(14)

 

First lien senior secured term loan

 

SOFR + 4.00%

 

12/9/2031

 

 

 

8,000

 

 

 

8,117

 

 

 

7,880

 

 

 

1.66

 %

OMNIA Partners LLC(8)(14)

 

First lien senior secured term loan

 

SOFR + 2.75%

 

7/25/2030

 

 

 

5,970

 

 

 

6,022

 

 

 

5,926

 

 

 

1.24

 %

 

 

 

 

 

 

 

 

 

 

 

 

14,139

 

 

 

13,806

 

 

 

2.90

 %

Semiconductors & Semiconductor Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MKS Instruments Inc(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.00%

 

8/17/2029

 

 

 

3,941

 

 

 

3,962

 

 

 

3,933

 

 

 

0.83

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud Software Group Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

3/30/2029

 

 

 

6,652

 

 

 

6,670

 

 

 

6,584

 

 

 

1.38

 %

Cloud Software Group Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

3/21/2031

 

 

 

3,620

 

 

 

3,620

 

 

 

3,582

 

 

 

0.75

 %

McAfee Corp(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

3/1/2029

 

 

 

6,965

 

 

 

7,010

 

 

 

6,643

 

 

 

1.40

 %

Project Alpha Intermediate Holding Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.25%

 

10/28/2030

 

 

 

8,910

 

 

 

8,970

 

 

 

8,884

 

 

 

1.87

 %

Project Boost Purchaser LLC(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

7/16/2031

 

 

 

7,980

 

 

 

8,060

 

 

 

7,929

 

 

 

1.66

 %

Skopima Consilio Parent LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

5/15/2028

 

 

 

8,931

 

 

 

8,947

 

 

 

8,858

 

 

 

1.86

 %

UKG Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

2/10/2031

 

 

 

5,955

 

 

 

6,001

 

 

 

5,939

 

 

 

1.25

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

49,278

 

 

 

48,419

 

 

 

10.17

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8


 

 

 

 

 

 

 

 

Principal/

 

 

 

 

 

Percentage

 

 

 

 

Interest

 

Maturity

 

Par

 

Amortized

 

 

 

of Net

Company(1)

 

Investment

 

Rate

 

Date

 

Amount/Shares

 

Cost(2)

 

Fair Value(3)

 

Assets

Specialty Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Great Outdoors Group LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.25%

 

1/23/2032

 

 

6,929

 

6,925

 

6,903

 

1.45 %

PetSmart LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

2/11/2028

 

 

7,938

 

7,942

 

7,799

 

1.64 %

Recess Holdings Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

2/20/2030

 

 

7,960

 

8,069

 

7,950

 

1.67 %

 

 

 

 

 

 

 

 

 

 

22,936

 

22,652

 

4.76 %

Textiles, Apparel & Luxury Goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABG Intermediate Holdings 2 LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

12/21/2028

 

 

5,940

 

5,991

 

5,872

 

1.23 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transportation Infrastructure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brown Group Holding LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.50%

 

7/1/2031

 

 

5,954

 

5,976

 

5,915

 

1.24 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt Investments

 

 

 

 

 

 

 

 

 

 

$830,478

 

$825,320

 

173.41 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Bill

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Bill

 

 

4.28%

 

8/7/2025

 

 

160,000

 

$157,670

 

$157,633

 

33.12 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

 

 

 

 

 

 

 

 

 

$988,148

 

$982,953

 

206.53 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BlackRock Liquidity FedFund - Institutional

 

 

4.23%

 

 

 

33,436

 

$33,436

 

$33,436

 

7.02 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments and Cash Equivalents

 

 

 

 

 

 

 

 

 

 

$1,021,584

 

$1,016,389

 

213.55 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(2)
The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(3)
Fair value is determined in good faith by or under the direction of the board of trustees of the Company pursuant to the Company's valuation policy (see Note 6 “Fair Value Measurements”).
(4)
Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate (“SOFR”) (which can include one-, three-, six- or twelve-month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate (“Prime”)), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(5)
All debt investments are income producing unless otherwise indicated.
(6)
These investments were valued using unobservable inputs and are considered Level 3 investments (see Note 6 “Fair Value Measurements”).
(7)
The interest rate on these investments is subject to one-month SOFR, which was 4.32% as of March 31, 2025.
(8)
The interest rate on these investments is subject to three-month SOFR, which was 4.29% as of March 31, 2025.
(9)
The interest rate on these investments is subject to six-month SOFR, which was 4.19% as of March 31, 2025.
(10)
The interest rate on these investments is subject to twelve-month SOFR, which was 4.01% as of March 31, 2025.
(11)
The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(12)
Position or portion thereof is an unfunded loan or equity commitment (see Note 8 “Commitments and Contingencies”).
(13)
This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of March 31, 2025, non-qualifying assets represented 3.6% of total assets as calculated in accordance with the regulatory requirements.
(14)
All or a portion of the investment is pledged as collateral for the Company's debt obligations (see Note 7 “Borrowings”).

 

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

9


 

Overland Advantage

Consolidated Schedule of Investments

As of December 31, 2024

(amounts in thousands)

 

 

 

 

 

 

 

 

 

Principal/

 

 

 

 

 

Percentage

 

 

 

 

Interest

 

Maturity

 

Par

 

Amortized

 

 

 

of Net

Company(1)

 

Investment

 

Rate

 

Date

 

Amount/Shares

 

Cost(2)

 

Fair Value(3)

 

Assets

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled/non-affiliated senior secured debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt investments(4)(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Automobile Components

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LS Group OpCo Acquisition LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

4/23/2031

 

 

$6,965

 

$7,004

 

$6,993

 

1.63 %

Realtruck Group Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

1/31/2028

 

 

7,938

 

7,963

 

7,684

 

1.79 %

 

 

 

 

 

 

 

 

 

 

14,967

 

14,677

 

3.42 %

Building Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chariot Buyer LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.25%

 

11/3/2028

 

 

5,954

 

5,963

 

5,982

 

1.39 %

Kodiak BP LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

11/26/2031

 

 

5,000

 

5,031

 

4,998

 

1.16 %

LBM Acquisition LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

6/6/2031

 

 

6,484

 

6,447

 

6,420

 

1.50 %

 

 

 

 

 

 

 

 

 

 

 

17,441

 

17,400

 

4.05 %

Chemicals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lummus Technology Holdings V LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

12/31/2029

 

 

6,948

 

6,997

 

6,995

 

1.63 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Services & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asurion LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 4.25%

 

9/19/2030

 

 

7,959

 

7,776

 

7,931

 

1.85 %

Continental Cafe LLC(6)(7)(14)

 

First lien senior secured term loan

 

SOFR + 5.25%

 

12/31/2029

 

 

60,985

 

60,223

 

60,223

 

14.04 %

Continental Cafe LLC(6)(11)(12)

 

First lien senior secured delayed draw term loan

 

SOFR + 5.25%

 

12/31/2029

 

 

-

 

(164)

 

(166)

 

(0.04)%

CoreLogic Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

6/2/2028

 

 

7,938

 

7,883

 

7,828

 

1.82 %

 

 

 

 

 

 

 

 

 

 

75,718

 

75,816

 

17.67 %

Communications Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delta Topco Inc(9)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

12/24/2029

 

 

8,000

 

8,080

 

8,058

 

1.88 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction & Engineering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oscar Acquisitionco LLC(9)(14)

 

First lien senior secured term loan

 

SOFR + 4.25%

 

4/29/2029

 

 

8,931

 

8,959

 

8,824

 

2.06 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction Material

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quikrete Holdings Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.50%

 

4/14/2031

 

 

5,955

 

5,976

 

5,948

 

1.39 %

Summit Materials LLC(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 1.75%

 

1/12/2029

 

 

3,970

 

4,000

 

3,971

 

0.93 %

 

 

 

 

 

 

 

 

 

 

9,976

 

9,919

 

2.32 %

Consumer Finance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maxitransfers Blocker Corp(6)(7)(14)

 

Second lien senior secured term loan

 

SOFR + 6.75%

 

6/18/2030

 

 

50,000

 

49,004

 

49,000

 

11.42 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BCPE Empire Holdings Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

12/11/2028

 

 

8,000

 

8,080

 

8,033

 

1.87 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10


 

 

 

 

 

 

 

 

 

Principal/

 

 

 

 

 

Percentage

 

 

 

 

Interest

 

Maturity

 

Par

 

Amortized

 

 

 

of Net

Company(1)

 

Investment

 

Rate

 

Date

 

Amount/Shares

 

Cost(2)

 

Fair Value(3)

 

Assets

Diversified Consumer Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mavis Tire Express Services Topco Corp(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

5/4/2028

 

 

7,980

 

8,070

 

8,025

 

1.87 %

Wand NewCo 3 Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.25%

 

1/30/2031

 

 

4,883

 

4,929

 

4,898

 

1.14 %

 

 

 

 

 

 

 

 

 

 

12,999

 

12,923

 

3.01 %

Diversified Financial Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boost Newco Borrower LLC(8)(14)

 

First lien senior secured term loan

 

SOFR + 2.50%

 

1/31/2031

 

 

5,985

 

6,035

 

6,009

 

1.40 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electrical Utilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEC US Holdings Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

1/27/2031

 

 

6,983

 

7,020

 

6,981

 

1.63 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electronic Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emrld Borrower LP(9)(14)

 

First lien senior secured term loan

 

SOFR + 2.50%

 

5/31/2030

 

 

3,970

 

3,999

 

3,982

 

0.93 %

Madison IAQ LLC(9)(14)

 

First lien senior secured term loan

 

SOFR + 2.75%

 

6/21/2028

 

 

5,954

 

5,992

 

5,970

 

1.39 %

 

 

 

 

 

 

 

 

 

 

9,991

 

9,952

 

2.32 %

Health Care Equipment & Supplies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medline Borrower LP(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

10/23/2028

 

 

4,963

 

4,993

 

4,976

 

1.16 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health Care Providers & Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Examworks Bidco Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.75%

 

11/1/2028

 

 

6,964

 

6,999

 

6,984

 

1.63 %

FFF Enterprises Inc(6)(7)(14)(15)

 

First lien senior secured term loan

 

Prime + 5.25%

 

12/12/2028

 

 

80,000

 

78,408

 

78,400

 

18.27 %

Heartland Dental LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 4.50%

 

4/28/2028

 

 

8,933

 

8,983

 

8,939

 

2.08 %

Select Medical Corp(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.00%

 

11/18/2031

 

 

1,297

 

1,304

 

1,300

 

0.30 %

SGA Dental Partners OPCO, LLC(6)(8)(14)

 

First lien senior secured term loan

 

SOFR + 5.50%

 

7/17/2029

 

 

78,882

 

77,423

 

77,784

 

18.13 %

SGA Dental Partners OPCO, LLC(6)(9)(12)

 

First lien senior secured delayed draw term loan

 

SOFR + 5.50%

 

7/17/2029

 

 

6,284

 

6,089

 

6,077

 

1.42 %

Southern Veterinary Partners LLC(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.25%

 

12/4/2031

 

 

8,000

 

7,961

 

8,048

 

1.88 %

Triwest Healthcare Alliance Corp(6)(7)(14)

 

First lien senior secured term loan

 

SOFR + 5.50%

 

12/27/2027

 

 

37,500

 

36,914

 

37,165

 

8.66 %

Triwest Healthcare Alliance Corp(6)(7)

 

First lien senior secured delayed draw term loan

 

SOFR + 5.50%

 

12/27/2027

 

 

37,500

 

36,933

 

37,165

 

8.66 %

Zelis Payments Buyer Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.25%

 

11/26/2031

 

 

8,000

 

7,960

 

8,019

 

1.87 %

Zelis Payments Buyer Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.75%

 

9/28/2029

 

 

968

 

974

 

968

 

0.23 %

 

 

 

 

 

 

 

 

 

 

269,948

 

270,849

 

63.13 %

Health Care Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AthenaHealth Group Inc(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.25%

 

2/15/2029

 

 

6,947

 

6,968

 

6,954

 

1.62 %

Ensemble RCM LLC(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

8/1/2029

 

 

4,963

 

5,000

 

4,994

 

1.16 %

Project Ruby Ultimate Parent Corp(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

3/10/2028

 

 

8,000

 

8,080

 

8,028

 

1.87 %

Waystar Technologies Inc(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

10/22/2029

 

 

4,231

 

4,269

 

4,244

 

0.99 %

 

 

 

 

 

 

 

 

 

 

24,317

 

24,220

 

5.64 %

Hotels, Restaurants & Leisure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alterra Mountain Co(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.75%

 

8/17/2028

 

 

4,988

 

5,035

 

5,016

 

1.17 %

Caesars Entertainment Inc(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

2/6/2031

 

 

5,955

 

5,995

 

5,957

 

1.39 %

CV Borrower, LLC(6)(7)(10)(14)

 

First lien senior secured term loan

 

SOFR + 5.50%

 

8/30/2030

 

 

99,750

 

97,809

 

98,557

 

22.97 %

Fertitta Entertainment LLC/NV(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

1/27/2029

 

 

6,946

 

6,989

 

6,968

 

1.62 %

Light & Wonder International Inc(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

4/14/2029

 

 

4,975

 

5,017

 

4,988

 

1.16 %

 

 

 

 

 

 

 

 

 

 

120,845

 

121,486

 

28.31 %

 

11


 

 

 

 

 

 

 

 

 

Principal/

 

 

 

 

 

Percentage

 

 

 

 

Interest

 

Maturity

 

Par

 

Amortized

 

 

 

of Net

Company(1)

 

Investment

 

Rate

 

Date

 

Amount/Shares

 

Cost(2)

 

Fair Value(3)

 

Assets

Household Durables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RH(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.50%

 

10/20/2028

 

 

7,938

 

7,826

 

7,854

 

1.83 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Household Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VC GB Holdings I Corp(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

7/21/2028

 

 

7,939

 

7,970

 

7,933

 

1.85 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IT Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Go Daddy Operating Co LLC(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 1.75%

 

11/13/2029

 

 

3,338

 

3,358

 

3,336

 

0.78 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Machinery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineered Machinery Holdings Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

5/19/2028

 

 

6,946

 

6,987

 

6,985

 

1.63 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CQP Holdco LP(8)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.00%

 

12/31/2030

 

 

5,985

 

6,033

 

5,991

 

1.40 %

Oryx Midstream Services Permian Basin LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

10/5/2028

 

 

6,947

 

6,999

 

6,982

 

1.63 %

 

 

 

 

 

 

 

 

 

 

13,032

 

12,973

 

3.03 %

Pharmaceuticals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alvogen Pharma US Inc(7)

 

First lien senior secured term loan

 

SOFR + 7.50%

 

6/30/2025

 

 

1,972

 

1,863

 

1,856

 

0.43 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clover Holdings 2 LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 4.00%

 

12/9/2031

 

 

8,000

 

8,120

 

8,080

 

1.88 %

OMNIA Partners LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.75%

 

7/25/2030

 

 

5,985

 

6,039

 

6,010

 

1.40 %

 

 

 

 

 

 

 

 

 

 

14,159

 

14,090

 

3.28 %

Semiconductors & Semiconductor Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MKS Instruments Inc(7)(13)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

8/17/2029

 

 

4,113

 

4,137

 

4,121

 

0.96 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boxer Parent Co Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

7/30/2031

 

 

6,982

 

7,053

 

7,034

 

1.64 %

Cloud Software Group Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

3/30/2029

 

 

6,669

 

6,689

 

6,683

 

1.56 %

Cloud Software Group Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

3/21/2031

 

 

3,629

 

3,629

 

3,637

 

0.85 %

Genesys Cloud Services Holdings II LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

12/1/2027

 

 

5,969

 

6,010

 

6,014

 

1.40 %

McAfee Corp(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

3/1/2029

 

 

6,983

 

7,029

 

6,981

 

1.63 %

Project Alpha Intermediate Holding Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.25%

 

10/28/2030

 

 

8,933

 

8,992

 

8,979

 

2.09 %

Project Boost Purchaser LLC(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.50%

 

7/2/2031

 

 

8,000

 

8,080

 

8,047

 

1.88 %

Skopima Consilio Parent LLC(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

5/17/2028

 

 

8,954

 

8,971

 

8,976

 

2.09 %

UKG Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 3.00%

 

2/10/2031

 

 

5,970

 

6,016

 

6,008

 

1.40 %

 

 

 

 

 

 

 

 

 

 

 

62,469

 

62,359

 

14.54 %

Specialty Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Great Outdoors Group LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

3/6/2028

 

 

6,946

 

6,978

 

6,971

 

1.62 %

PetSmart LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 3.75%

 

2/11/2028

 

 

7,959

 

7,965

 

7,919

 

1.85 %

Recess Holdings Inc(8)(14)

 

First lien senior secured term loan

 

SOFR + 4.50%

 

2/14/2030

 

 

7,980

 

8,090

 

8,047

 

1.88 %

 

 

 

 

 

 

 

 

 

 

23,033

 

22,937

 

5.35 %

 

12


 

 

 

 

 

 

 

 

Principal/

 

 

 

 

 

Percentage

 

 

 

 

Interest

 

Maturity

 

Par

 

Amortized

 

 

 

of Net

Company(1)

 

Investment

 

Rate

 

Date

 

Amount/Shares

 

Cost(2)

 

Fair Value(3)

 

Assets

Textiles, Apparel & Luxury Goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABG Intermediate Holdings 2 LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.25%

 

12/21/2028

 

 

5,955

 

6,009

 

5,972

 

1.39 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transportation Infrastructure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brown Group Holding LLC(7)(14)

 

First lien senior secured term loan

 

SOFR + 2.50%

 

7/1/2031

 

 

5,969

 

5,992

 

5,986

 

1.39 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt Investments

 

 

 

 

 

 

 

 

 

 

$812,205

 

$812,520

 

189.38 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Bill

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Bill

 

 

4.27%

 

5/1/2025

 

 

137,000

 

$135,140

 

$135,117

 

31.49 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

 

 

 

 

 

 

 

 

 

$947,345

 

$947,637

 

220.87 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BlackRock Liquidity FedFund - Institutional

 

 

4.36%

 

 

 

26,055

 

$26,055

 

$26,055

 

6.07 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments and Cash Equivalents

 

 

 

 

 

 

 

 

 

 

$973,400

 

$973,692

 

226.94 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15)
Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(16)
The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(17)
Fair value is determined in good faith by or under the direction of the board of trustees of the Company pursuant to the Company's valuation policy (see Note 6 “Fair Value Measurements”).
(18)
Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate (“SOFR”) (which can include one-, three-, six- or twelve-month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate (“Prime”)), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(19)
All debt investments are income producing unless otherwise indicated.
(20)
These investments were valued using unobservable inputs and are considered Level 3 investments (see Note 6 “Fair Value Measurements”).
(21)
The interest rate on these investments is subject to one-month SOFR, which was 4.33% as of December 31, 2024.
(22)
The interest rate on these investments is subject to three-month SOFR, which was 4.31% as of December 31, 2024.
(23)
The interest rate on these investments is subject to six-month SOFR, which was 4.25% as of December 31, 2024.
(24)
The interest rate on these investments is subject to twelve-month SOFR, which was 4.18% as of December 31, 2024.
(25)
The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(26)
Position or portion thereof is an unfunded loan or equity commitment (see Note 8 “Commitments and Contingencies”).
(27)
This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2024, non-qualifying assets represented 4.2% of total assets as calculated in accordance with the regulatory requirements.
(28)
All or a portion of the investment is pledged as collateral for the Company's debt obligations (as defined in Note 7 “Borrowings”).
(29)
The interest rate on these investments is subject to the Prime rate, which was 7.50% as of December 31, 2024.

 

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

13


 

Overland Advantage

Notes to Consolidated Financial Statements (Unaudited)

(amounts in thousands, except share and per share data, unless otherwise indicated)

1.
Organization and Business

Overland Advantage, a Delaware statutory trust (the “Company”), was formed on February 10, 2023 to lend to U.S. middle market companies. The Company’s investment objective is to generate attractive risk-adjusted returns, predominantly in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation. The Company’s investment strategy is primarily focused on newly-originated, privately-negotiated senior secured term loans in middle market non-sponsor companies, which are companies that are not backed by a private equity firm or other professional equity investor, and sponsor-owned companies, which are companies backed by such a firm or person.

The Company is structured as an externally managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company also has elected to be treated as a Regulated Investment Company (“RIC”) for U.S. federal income tax purposes under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company is externally managed by Overland Advisors, LLC (the “Advisor”), an investment adviser registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), pursuant to an investment advisory agreement between the Company and the Advisor (“Investment Advisory Agreement”). The Advisor is a controlled affiliate of Centerbridge Partners, L.P., a Delaware limited partnership (together with its affiliates, as applicable, “Centerbridge”), that is registered as an investment adviser with the SEC under the Advisers Act. The Advisor has entered into an arrangement with a subsidiary of Wells Fargo & Company (together with its subsidiaries, “Wells Fargo”) pursuant to which Wells Fargo refers investment opportunities in middle market corporate loans to the Advisor that meet the Company’s designated investment criteria in accordance with the terms of the sourcing arrangement (the “Wells Fargo Sourcing Arrangement”). The Advisor is managed by Overland Advisors Holdings, LLC, a Delaware limited liability company, which is a controlled affiliate of Centerbridge and in which Wells Fargo has a significant, non-controlling minority equity investment.

On May 7, 2024, the Company completed its initial closing of capital commitments and subsequently commenced substantial investment operations.

Centerbridge Services Group, LLC (the “Administrator”), a wholly-owned subsidiary of Centerbridge Partners, L.P., serves as the Company’s administrator pursuant to an administration agreement (the “Administration Agreement”). SEI Global Services, Inc. (the “Sub-Administrator”) will provide certain day-to-day administration activities for the Company.

The Company has formed three wholly-owned financing subsidiaries, which are structured as Delaware limited liability companies.

2.
Summary of Significant Accounting Policies

Basis of Financial Statement Presentation

The accompanying unaudited interim consolidated financial statements of the Company and the related financial information have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, the unaudited financial results included herein contain all adjustments, consisting solely of normal accruals, considered necessary for the fair statement of financial statements for the interim period included. The Company is an investment company following the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, “Financial Services – Investment Companies.”

Basis of Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or controlled company whose business consists of providing services to the Company.

The Company consolidates the results of its wholly-owned financing subsidiaries, Overland Financing MS, LLC, Overland Financing DB, LLC, and Overland Financing B, LLC. There were no transactions by Overland Financing DB, LLC through March 31, 2025. All intercompany accounts and transactions have been eliminated in consolidation.

14


 

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and such differences could be material.

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective investment using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment or partial prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts associated with the amount prepaid are recorded as interest income in the current period.

PIK Income

The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Company’s consolidated statements of operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to each holder of the Company's Common Shares (“Shareholders”) in the form of dividends, even though the Company has not yet collected cash.

Non-Accrual Loans

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the 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 make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. There were no loans on non-accrual status as of March 31, 2025.

Dividend Income

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Other Income

Other income may include income such as consent, waiver, amendment, unused, syndication and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

Investment transactions will be recorded on the trade date. The Company will measure net realized gains or losses using the specific identification method as the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation and depreciation, when gains or losses are realized.

15


 

Offering and Organizational Expenses

Organizational expenses are charged as incurred and include, without limitation, the cost of formation, including legal fees related to the creation and organization of the Company and its subsidiaries, their related documents of organization and the Company’s election to be regulated as a BDC. For the three months ended March 31, 2025, the Company did not incur any organizational expenses. For the three months ended March 31, 2024, organizational expenses incurred amounted to $33.

Offering expenses include, without limitation, legal, printing and other offering and marketing costs, including the fees of professional advisors, those associated with the preparation of the Company’s registration statement on Form 10 as well as the expenses of Centerbridge and Wells Fargo in negotiating and documenting other arrangements with the initial investors of the Company. Offering expenses of the Company are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the commencement of operations. The Company started amortizing the deferred costs from the date of commencement of operations. For the three months ended March 31, 2025 and March 31, 2024, offering costs of $0 and $955, respectively, were incurred. As of March 31, 2025 and December 31, 2024, the Company had approximately $474 and $1,657, respectively, of unamortized deferred offering costs.

The Company’s organizational and offering costs are the responsibility of the Company and have preliminarily been paid by an affiliate of the Advisor on the Company’s behalf. However, as discussed in Note 4, a portion of the Company’s expenses incurred through March 31, 2025 included on the Company’s consolidated statements of operations, including its organizational and offering costs, have been assumed by the Advisor pursuant to the Expense Support Agreement.

Deferred Financing Costs

Deferred financing costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the period of time during which additional funding remains available under the related debt instrument using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s consolidated statements of assets and liabilities.

Professional Fees

Professional fees are expensed as incurred and include legal expenses, consulting fees, and audit and tax preparation fees. Professional fees incurred by the Advisor and its affiliates on behalf of the Company have been subject to reimbursement by the Advisor pursuant to the Expense Support Agreement. Refer to Note 4 for more information on the Expense Support Agreement.

Other Assets

Other assets represent legal fees and other direct costs incurred in connection with the Company’s expected future borrowings. In addition, it includes the unamortized portion of other prepaid general and administrative costs.

Cash and Cash Equivalents

Cash and cash equivalents generally consist of demand deposits, money market mutual funds, and highly liquid investments with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and at times, these deposits may exceed the Federal Deposit Insurance Corporation insured limit.

Investments at Fair Value

The Company applies fair value to its portfolio investments in accordance with ASC Topic 820—Fair Value Measurements and Disclosures (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value, and requires disclosures for fair value measurements, including the categorization of financial instruments into a three-level hierarchy based on the transparency of valuation inputs. ASC Topic 820 also requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. Refer to Note 3 for further discussion regarding fair value measurements and hierarchy.

Income Taxes

The Company has elected to be treated as a RIC. So long as the Company maintains its status as a RIC, it generally will not be subject to any corporate-level U.S. federal income taxes on any ordinary income or capital gains that is distributed at least annually to its Shareholders. Any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

16


 

To qualify and be subject to tax as a RIC for U.S. federal income tax purposes, the Company is required to ensure that (among other things) it satisfies certain sources of income and asset diversification requirements and distributes to its Shareholders annually an amount equal to at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.

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. During the three months ended March 31, 2025, no tax expenses and no interest and penalties were incurred.

Distributions

Distributions to common Shareholders are recorded as of the record date. The amount to be paid out as a distribution is determined by the board of trustees (the “Board”).

The Company has adopted an “opt out” dividend reinvestment plan (“DRIP”), under which a Shareholder’s distributions would automatically be reinvested under the DRIP in additional whole and fractional shares, unless the Shareholder “opts out” of the DRIP, thereby electing to receive cash dividends. The Company will use newly issued Common Shares to implement the DRIP that will be issued at a price per share equal to the most recent net asset value per share determined by the Advisor as the Company’s valuation designee in accordance with Rule 2a-5 under the 1940 Act.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This guidance enhances the transparency and decision usefulness of income tax disclosures. The effective date for the amendments in ASU 2023-09 are for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU No. 2023-09 on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application is permitted. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact on its consolidated financial statements.

Other than the aforementioned guidance, the Company does not believe any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

3.
Fair Value Measurements and Disclosures

In accordance with the authoritative guidance on fair value measurements and disclosures under GAAP, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 investments) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 investments). The guidance establishes three levels of the fair value hierarchy as follows:

Level 1 Financial assets and liabilities whose values reflect unadjusted quoted prices that are available in active markets for identical investments as of the reporting date.

Level 2 Financial assets and liabilities whose values are based upon pricing inputs, including certain broker dealer quotes that are generally those other than exchange quoted prices in active markets, which are either directly or indirectly

17


 

observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.

Level 3 Financial assets and liabilities whose values are based on pricing inputs that are unobservable for the investment and include situations where (i) there is minimal, if any, market activity for the investment, or (ii) the inputs used in the determination of fair value require significant management judgment or estimation.

On December 14, 2023, the Board appointed the Advisor as the Companys valuation designee in accordance with Rule 2a-5 under the 1940 Act. As the valuation designee, the Advisor determines fair values of the Companys investments pursuant to a valuation policy approved by the Board and pursuant to a consistently applied valuation process. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant, individually or in the aggregate, to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Advisor. The Advisor considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Advisor’s perceived risk of that instrument.

The valuation of investments classified within Level 3 of the fair value hierarchy is prepared on a quarterly basis and is subject to oversight and review. Each valuation is reviewed and approved by the Valuation & Allocation Committee which consists of senior members of the Advisor, including investment professionals and representatives from legal, compliance and finance. In connection with this process, valuation models are updated by the valuation team based on historical and projected financial information, observable market data, market liquidity and other factors and reviewed by the investment professionals. Valuation results are assessed in light of industry trends, general economic and market conditions and factors specific to each investment. The Advisor’s valuation team intends to engage third-party valuation firms to perform independent valuation reviews of certain modeled Level 3 valuations where there is significant management judgment or estimation. These reviews are generally performed twice annually, including one review at year end. The Advisors Valuation & Allocation Committee is ultimately responsible for coordinating and implementing the Company’s valuation policies, guidelines and processes on behalf of the Company.

4.
Agreements and Related Party Transactions

Investment Advisory Agreement

The Company is managed by the Advisor pursuant to an Investment Advisory Agreement between the Company and the Advisor. Subject to the overall supervision of the Board, the Advisor is responsible for the overall management and affairs of the Company and has full discretion to invest the assets of the Company in a manner consistent with the Company’s investment objectives.

Under the Investment Advisory Agreement, the Company pays the Advisor (i) a quarterly asset-based fee (the “Management Fee”) for management services and (ii) an Incentive Fee (as defined below) as compensation for the investment advisory and management services it provides to the Company thereunder. The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated.

Management Fee

The Management Fee is payable quarterly in arrears at an annual rate of 1.25% of the average value of the Company’s net assets as of the last day of the most recently completed calendar quarter and the last day of the immediately preceding calendar quarter, excluding cash and cash equivalents. The Management Fee for any partial quarter will be appropriately prorated and adjusted for any share issuances or repurchases. No management fee will be charged on committed but undrawn Capital Commitments (as defined below). For the three months ended March 31, 2025 and March 31, 2024 the Management Fee was $1,212 and $0, respectively.

As of March 31, 2025 and December 31, 2024, $1,212 and $804, respectively, remained payable and is recorded in management fee payable on the consolidated statements of assets and liabilities.

Incentive Fee

The Company will pay the Advisor an incentive fee (“Incentive Fee”) as set forth below. The Incentive Fee consists of two parts.

18


 

Investment Income Incentive Fee

The investment income incentive fee will be calculated and payable on a quarterly basis, in arrears, and is earned on pre-incentive fee net investment income of the Company. For purposes of computing the initial installment of the investment income incentive fee, if the inception does not fall on the first day of a calendar quarter, then the initial payment of the investment income incentive fee shall be payable for the period that commences on the date of inception through the last day of the first complete calendar quarter immediately following the incentive commencement date and, thereafter, at the end of each subsequent calendar quarter as described below.

Pre-incentive fee net investment income shall be compared to a “Hurdle Rate” of 1.625% per quarter (6.5% annualized). The Company shall pay the Advisor an incentive fee with respect to its pre-incentive fee net investment income as follows:

(i)
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 the Hurdle Rate;
(ii)
100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Rate but is less than 1.91% in any calendar quarter (7.64% annualized). This portion of the pre-incentive fee net investment income (which exceeds the Hurdle Rate but is less than 1.91%) is referred to as the “catch-up”. The “catch-up” is meant to provide the Advisor with approximately 15% of the Company’s pre-incentive fee net investment income as if a Hurdle Rate did not apply if pre-incentive fee net investment income exceeds 1.91% in any calendar quarter; and
(iii)
15% of the pre-incentive fee net investment income, if any, that exceeds 1.91% in any calendar quarter (7.64% annualized), which reflects that once the Hurdle Rate is reached and the catch-up is achieved, 15% of all pre-incentive fee net investment income is paid to the Advisor.

The “pre-incentive fee net investment income” means interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Management Fee, expenses payable to the Administrator under the Administration Agreement, any interest expense and distributions paid on any issued and outstanding preferred shares, but excluding (x) the Incentive Fee and (y) any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash.

For the three months ended March 31, 2025 and 2024, the investment income incentive fee was $1,322 and $0, respectively.

Capital Gains Incentive Fee

The Company shall pay the Advisor a capital gains incentive fee calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 15% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.

The Company 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 the Advisor if the Company were to sell the relevant investment and realize a capital gain. The Company will record an accrual based upon the cumulative net realized and unrealized appreciation (depreciation) from inception. Accordingly, the accrual for any capital gains incentive fee in a given period may result in an increase to expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual.

For the three months ended March 31, 2025 and 2024, the capital gains incentive fee accrued was ($33) and $0, respectively.

Administration Agreement

The Company has entered into the Administration Agreement pursuant to which the Administrator provides the administrative services necessary for the Company to operate. The Company utilizes the Administrator’s office facilities, personnel, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator oversees the Company’s public reporting requirements and tax reporting and monitors the Company’s expenses and the performance of professional services rendered to the Company by others. The Administrator has hired the Sub-Administrator to assist in the provision of certain administrative services. There is no fee paid by the Company in connection with the services provided under the Administration Agreement. The Company will reimburse the Administrator for its costs and expenses, which may include an allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including but not limited to rent, the fees and expenses

19


 

associated with performing compliance functions, and the Companys allocable portion of the costs of its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Company, tax, accounting, investor relations and investor services, technology, legal and operations staff who provide services, including but not limited to transaction-related services to the Company, and any internal audit staff, to the extent any internal audit performs a role in the Companys internal control assessment. The reimbursement shall be an amount equal to the Administrators actual cost; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, estimates, time records or other method conforming with generally accepted accounting principles. The Sub-Administrator will separately be compensated for performing sub-administrative services under the sub-administration agreement and the cost of such compensation, and any other costs or expenses under such agreement, will be in addition to the cost of any other services borne by the Company under the Administration Agreement.

Expense Support and Conditional Reimbursement Agreement

The Company has entered into the Expense Support Agreement with the Advisor, pursuant to which the Advisor has contractually agreed to pay Other Operating Expenses (as defined below) of the Company on the Company’s behalf (each such payment, a “Required Expense Payment”) such that Other Operating Expenses of the Company do not exceed 0.375% (1.50% on an annualized basis) of the Company’s applicable quarter-end net asset value. “Other Operating Expenses” means the Company’s organizational and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company’s allocable portion of compensation and overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement), excluding the Company’s Management Fee and Incentive Fees owed to the Advisor, financing fees and costs, brokerage commissions, placement agent fees, costs and expenses of distributing and placing the Common Shares, extraordinary expenses and any interest expenses owed by the Company, all as determined in accordance with GAAP.

At such times as the Advisor determines, the Advisor may elect to pay certain additional expenses of the Company on the Company’s behalf (each such payment, a “Voluntary Expense Payment” and together with a Required Expense Payment, the “Expense Payments”). In making a Voluntary Expense Payment, the Advisor will designate, as it deems necessary or advisable, what type of expense it is paying (including, whether it is paying organizational or offering expenses); provided that no portion of a Voluntary Expense Payment will be used to pay any interest expense of the Company.

Under the Expense Support Agreement, following any calendar quarter in which the Company’s Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s Shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to herein as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to the Advisor until such time as all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company under the Expense Support Agreement are referred to as a “Reimbursement Payment.” “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 amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the Advisor; provided that the Advisor may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.

No Reimbursement Payment for any calendar quarter shall be made if: (i) the Effective Rate of Distributions Per Share (as defined below) declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share (as defined below) at the time the Expense Payment was made to which such Reimbursement Payment relates, (ii) the Company’s Operating Expense Ratio 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 relate, or (iii) the Company’s Other Operating Expenses at the time of such Reimbursement Payment exceeds 1.50% of the Company’s net asset value. For purposes of the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and Shareholder servicing fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses (as defined below), less organizational and offering expenses, management and incentive fees owed to the Advisor, Shareholder servicing and/or distribution fees, and interest expense, by the Company’s net assets. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies.

20


 

Either the Company or the Advisor may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to the Advisor will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.

Refer to Note 8 for the cumulative amount of expense support subject to potential reimbursement to the Advisor by the Company.

Transactions with Affiliates

On August 20, 2024, the SEC granted an exemptive order (the Order) to the Company permitting the Company to participate in certain co-investment transactions alongside other funds/vehicles managed by the Advisor or its affiliates, (or alongside the Advisor or its affiliates in a principal capacity) that would otherwise be prohibited under the 1940 Act, subject to certain terms and conditions. Any such investments will be in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. As a result of the Order, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of other affiliates.

5.
Investments

Investments at fair value and amortized cost consisted of the below as of the following periods:

 

 

March 31, 2025

 

 

December 31, 2024

 

($ in thousands)

 

Amortized Cost

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

First lien senior secured debt investments

 

$

781,600

 

 

$

776,413

 

 

$

763,201

 

 

$

763,520

 

Second lien senior secured debt investments

 

 

48,878

 

 

 

48,907

 

 

 

49,004

 

 

 

49,000

 

U.S. treasury bills

 

 

157,670

 

 

 

157,633

 

 

 

135,140

 

 

 

135,117

 

Total Investments

 

$

988,148

 

 

$

982,953

 

 

$

947,345

 

 

$

947,637

 

 

21


 

The industry composition of investments based on fair value consisted of the below as of the following period (excluding the Company’s investment in U.S. Treasury Bills):

 

 

 

March 31, 2025

 

December 31, 2024

Health Care Providers & Services

 

31.8

%

 

33.3

%

Commercial Services & Supplies

 

14.8

 

 

15.0

 

Hotels, Restaurants & Leisure

 

14.7

 

 

9.3

 

Software

 

5.9

 

 

7.7

 

Consumer Finance

 

5.9

 

 

6.0

 

Health Care Technology

 

2.9

 

 

3.0

 

Specialty Retail

 

2.7

 

 

2.8

 

Building Products

 

2.0

 

 

2.1

 

Automobile Components

 

1.8

 

 

1.8

 

Professional Services

 

1.7

 

 

1.7

 

Oil, Gas & Consumable Fuels

 

1.6

 

 

1.6

 

Diversified Consumer Services

 

1.5

 

 

1.6

 

Electrical Equipment

 

1.2

 

 

1.2

 

Construction & Engineering

 

1.0

 

 

1.2

 

Distributors

 

1.0

 

 

1.1

 

Communications Equipment

 

1.0

 

 

1.0

 

Household Products

 

0.9

 

 

1.0

 

Household Durables

 

0.9

 

 

1.0

 

Electric Utilities

 

0.8

 

 

1.0

 

Chemicals

 

0.8

 

 

0.9

 

Machinery

 

0.8

 

 

0.9

 

Diversified Financial Services

 

0.7

 

 

0.9

 

Textiles, Apparel & Luxury Goods

 

0.7

 

 

0.8

 

Transportation Infrastructure

 

0.7

 

 

0.7

 

Construction Materials

 

0.7

 

 

0.7

 

Health Care Equipment & Supplies

 

0.6

 

 

0.6

 

Semiconductors & Semiconductor Equipment

 

0.5

 

 

0.5

 

IT Services

 

0.4

 

 

0.4

 

Pharmaceuticals

 

 

 

0.2

 

Total

 

100

%

 

100

%

The geographic composition of investments at amortized cost and on fair value consisted of the below as of the following period (excluding the Company’s investment in U.S. Treasury Bills):

 

March 31, 2025

 

($ in thousands)

 

Amortized Cost

 

Fair Value

 

% of Total Investments at Fair Value

 

 

Fair Value as % of Net Assets

 

North America

 

$830,478

 

$825,320

 

100

%

 

173

%

Total

 

$830,478

 

$825,320

 

100

%

 

173

%

 

December 31, 2024

 

($ in thousands)

 

Amortized Cost

 

Fair Value

 

% of Total Investments at Fair Value

 

 

Fair Value as % of Net Assets

 

North America

 

$812,205

 

$812,520

 

100

%

 

189

%

Total

 

$812,205

 

$812,520

 

100

%

 

189

%

 

22


 

6.
Fair Value Measurements

The following tables present the fair value hierarchy of cash equivalents and investments as of the following periods:

 

 

 

Fair Value Hierarchy as of March 31, 2025

 

($ in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

First lien senior secured debt investments

 

$

 

 

$

342,886

 

 

$

433,526

 

 

$

776,412

 

Second lien senior secured debt investments

 

 

 

 

 

 

 

 

48,908

 

 

 

48,908

 

U.S. treasury bill

 

 

157,633

 

 

 

 

 

 

 

 

 

157,633

 

Cash equivalents

 

 

33,436

 

 

 

 

 

 

 

 

 

33,436

 

Total cash equivalents and investments at fair value

 

$

191,069

 

 

$

342,886

 

 

$

482,434

 

 

$

1,016,389

 

 

 

 

 

 

Fair Value Hierarchy as of December 31, 2024

 

($ in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

First lien senior secured debt investments

 

$

 

 

$

368,314

 

 

$

395,206

 

 

$

763,520

 

Second lien senior secured debt investments

 

 

 

 

 

 

 

 

49,000

 

 

 

49,000

 

U.S. treasury bill

 

 

135,117

 

 

 

 

 

 

 

 

 

135,117

 

Cash equivalents

 

 

26,055

 

 

 

 

 

 

 

 

 

26,055

 

Total cash equivalents and investments at fair value

 

$

161,172

 

 

$

368,314

 

 

$

444,206

 

 

$

973,692

 

 

The following table presents changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the following period:

 

 

For the Three Months Ended March 31, 2025

 

($ in thousands)

 

First lien
senior secured
debt
investments

 

 

Second lien
senior secured
debt
investments

 

 

Total

 

Fair value, beginning of period

 

$

395,206

 

 

$

49,000

 

 

$

444,206

 

Purchases of investments, net

 

 

49,755

 

 

 

 

 

 

49,755

 

Payment-in-kind

 

 

 

 

 

 

 

 

 

Proceeds from investments, net

 

 

(12,074

)

 

 

(124

)

 

 

(12,198

)

Net change in unrealized appreciation (depreciation)

 

 

9

 

 

 

34

 

 

 

43

 

Net realized gains (losses)

 

 

(7

)

 

 

 

 

 

(7

)

Net amortization/accretion of premium/discount on
   investments

 

 

636

 

 

 

(2

)

 

 

634

 

Transfers between investment types

 

 

 

 

 

 

 

 

 

Transfers into (out of) Level 3(1)

 

 

 

 

 

 

 

 

 

Fair value, end of period

 

$

433,525

 

 

$

48,908

 

 

$

482,433

 

Net change in unrealized appreciation (depreciation) still
    held at March 31, 2025

 

 

9

 

 

 

34

 

 

 

43

 

 

(1)
Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended March 31, 2025, there were no transfers into (out of) Level 3.

23


 

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 assets as of the following period. The table is not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

 

 

 

As of March 31, 2025

 

 

 

 

 

 

 

 

 

Range

 

 

($ in thousands)

 

Fair Value

 

 

Valuation
Technique

 

Unobservable
Input

 

Low

 

High

 

Weighted Average

First lien senior secured debt investments

 

$

387,050

 

 

Yield Analysis

 

Discount Rate

 

9.7%

 

13.0%

 

10.7%

First lien senior secured debt investments

 

 

46,476

 

 

Recent Transaction

 

Transaction Price

 

98.5%

 

98.5%

 

98.5%

Second lien senior secured debt investments

 

 

48,908

 

 

Yield Analysis

 

Discount Rate

 

11.9%

 

11.9%

 

11.9%

Total

 

$

482,434

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2024

 

 

 

 

 

 

 

 

 

Range

 

 

($ in thousands)

 

Fair Value

 

 

Valuation
Technique

 

Unobservable
Input

 

Low

 

High

 

Weighted Average

First lien senior secured debt investments

 

$

256,749

 

 

Yield Analysis

 

Discount Rate

 

10.4%

 

12.3%

 

10.9%

First lien senior secured debt investments

 

 

138,457

 

 

Recent Transaction

 

Transaction Price

 

98.0%

 

98.8%

 

98.3%

Second lien senior secured debt investments

 

 

49,000

 

 

Recent Transaction

 

Transaction Price

 

98.0%

 

98.0%

 

98.0%

Total

 

$

444,206

 

 

 

 

 

 

 

 

 

 

 

The significant unobservable inputs used in the fair value measurement of the Company’s investments in first lien debt investments are discount rates and transaction prices. Significant increases (decreases) in discount rates in isolation would result in significant decreases (increases) in fair value measurement. Significant increases (decreases) in transaction prices in isolation would result in significant increases (decreases) in fair value measurement.

7.
Borrowings

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of March 31, 2025, the Company’s asset coverage was 190.7%. Also, as of March 31, 2025, the Company was in compliance with all covenants and other requirements of the MS Revolving Credit Facility, SMTB Credit Facility, BNP Revolving Credit Facility and the Secured Borrowings (each as defined below).

The below tables present the Company’s outstanding debt obligations as of the following periods:

 

March 31, 2025

 

($ in thousands)

 

Aggregate
Principal

 

 

Outstanding

 

 

Net Carrying

 

 

Unused

 

 

 

Committed

 

 

Principal

 

 

Value

 

 

Portion(1)

 

MS Revolving Credit Facility

 

$

300,000

 

 

$

195,000

 

 

$

195,000

 

 

$

105,000

 

SMTB Credit Facility

 

 

200,000

 

 

 

190,500

 

 

 

190,500

 

 

 

9,500

 

BNP Revolving Credit Facility

 

 

310,000

 

 

 

139,000

 

 

 

139,000

 

 

 

171,000

 

Total Borrowings

 

$

810,000

 

 

$

524,500

 

 

$

524,500

 

 

$

285,500

 

 

24


 

 

(1)
The unused portion is the amount upon which unused fees are based, if any.

 

 

December 31, 2024

 

 

 

Aggregate
Principal

 

 

Outstanding

 

 

Net Carrying

 

 

Unused

 

($ in thousands)

 

Committed

 

 

Principal

 

 

Value

 

 

Portion(1)

 

MS Revolving Credit Facility

 

$

300,000

 

 

$

300,000

 

 

$

300,000

 

 

$

 

SMTB Credit Facility

 

 

200,000

 

 

 

150,000

 

 

 

150,000

 

 

 

50,000

 

Secured Borrowings

 

 

18,000

 

 

 

18,000

 

 

 

18,000

 

 

 

 

Total Borrowings

 

$

518,000

 

 

$

468,000

 

 

$

468,000

 

 

$

50,000

 

 

(1)
The unused portion is the amount upon which unused fees are based, if any.

MS Revolving Credit Facility

On February 22, 2024, Overland Financing MS, LLC, a wholly-owned financing subsidiary of the Company, entered into a senior secured revolving credit facility (the “MS Revolving Credit Facility”) with Morgan Stanley Senior Funding Inc. (“MS”). MS serves as the administrative agent, Wilmington Trust, National Association, serves as collateral agent, account bank and collateral custodian and the Company serves as a servicer under the MS Revolving Credit Facility. On June 6, 2024 and November 15, 2024, certain terms, including the applicable margins, in the MS Revolving Credit Facility were amended.

Under the MS Revolving Credit Facility, MS has agreed to make available to Overland Financing MS, LLC, a revolving loan facility in the maximum principal amount of up to $300 million.

As of March 31, 2025 and December 31, 2024, the Company had $195 million and $300 million, respectively, in outstanding borrowings under the MS Revolving Credit Facility.

Advances under the MS Revolving Credit Facility will initially bear interest at a per annum rate equal to an applicable benchmark (which is initially the forward-looking term rate based on the Secured Overnight Financing Rate (“SOFR”), for a tenor of three (3) months, as such rate is published by the CME Group Benchmark Administration Limited (CBA)), plus an applicable margin. As amended on November 15, 2024, the applicable margin on advances is (i) for the first six (6) months after February 22, 2024, 1.70% per annum, (ii) for the next eight (8) months, 2.10% per annum, (iii) after the fourteen (14) month anniversary of February 22, 2024 and during the revolving period, which is scheduled to end three years after February 22, 2024, 2.35% per annum, and (iv) after the end of the revolving period, 2.85% per annum.

The period during which Overland Financing MS, LLC may make borrowings under the MS Revolving Credit Facility expires on February 22, 2027 and the MS Revolving Credit Facility is scheduled to mature on February 22, 2029.

As of March 31, 2025, the Company had recorded $3,339 of cumulative deferred financing costs in connection with the MS Revolving Credit Facility.

The components of interest expense related to the MS Revolving Credit Facility for the three months ended March 31, 2025 and March 31, 2024 were as follows:

 

 

 

For the three months ended

 

 

For the three months ended

 

 

($ in thousands)

 

March 31, 2025

 

 

March 31, 2024

 

 

Stated interest expense

 

$

3,942

 

 

$

 

 

Unused/undrawn fees

 

 

67

 

 

 

 

 

Amortization of deferred financing costs

 

 

284

 

 

 

 

 

Administration fees

 

 

113

 

 

 

 

 

Total Interest Expense

 

$

4,406

 

 

$

 

 

Average stated interest rate

 

 

6.40

%

 

 

0.00

%

 

Average borrowings

 

$

246,333

 

 

$

 

 

 

25


 

SMTB Credit Facility

On July 10, 2024, the Company entered into a Revolving Credit Agreement (together with the exhibits and schedules thereto, the “SMTB Credit Agreement”) among the Company, as the initial borrower, Overland Advantage Feeder Fund, L.P., as the guarantor (the “Guarantor”), Overland Advantage Feeder Fund GP Ltd., as the general partner of the Guarantor, Sumitomo Mitsui Trust Bank, Limited, New York Branch (“SMTB”), as administrative agent, arranger and a lender, and NatWest Markets PLC, as a lender, which is structured as a revolving credit facility secured by a first-priority interest in the capital commitments of the Company’s Shareholders (including the Guarantor) and the Guarantor’s Shareholders, and certain related assets (the “SMTB Credit Facility”).

On December 9, 2024, certain terms, including the maximum commitments, in the SMTB Credit Facility were amended (the “First Amendment”). Among other things, the First Amendment temporarily increased the maximum commitments under the SMTB Credit Facility from $100 million to $200 million until March 31, 2025, after which the maximum commitments under the SMTB Credit Facility will be automatically reduced to $100 million. On February 14, 2025, certain terms, including the applicable margin, in the SMTB Credit Facility were amended (the “Second Amendment”). On March 26, 2025, the scheduled reduction date on the $100 million temporary increased commitment was extended from March 31, 2025 to June 30, 2025 (the “Third Amendment”). Under the terms of the SMTB Credit Facility, the Company and SMTB can agree to further increase the maximum commitments to up to $500 million.

On May 1, 2025, the Company entered into a Form of Facility Increase, pursuant to which the maximum commitments under the SMTB Credit Facility (including the $100 million temporary increased commitment) increased from $200 million to $275 million. The maximum commitments under the SMTB Credit Facility are still scheduled to automatically decrease by $100 million on June 30, 2025, unless the Company and SMTB agree to further increase to the maximum commitments.

The SMTB Credit Facility will mature on July 10, 2026, subject to two one-year extensions at the option of the Company with the consent of the lenders. Under the SMTB Credit Facility, the Company is permitted to borrow up to the lesser of the maximum commitment amount and the Borrowing Base.

As of March 31, 2025 and December 31, 2024, the Company had $190.5 million and $150 million, respectively, in outstanding borrowings under the SMTB Credit Facility.

The “Borrowing Base” is calculated as an advance rate multiplied by the unfunded capital commitments of Shareholders in the Company that meet certain credit-related criteria and, in certain circumstances, have been approved for inclusion in the Borrowing Base by SMTB and/or the other lenders. The advance rate with respect to each Shareholder is 65%, 80% or 90% depending on the level of approval and criteria satisfied by such Shareholder. The SMTB Credit Facility contains certain customary affirmative and negative covenants and events of default.

As amended on February 14, 2025, the SMTB Credit Facility bears interest at a rate of either (i) one- or three-month term SOFR plus an applicable margin of 2.25% per annum or (ii) an alternate base rate (which is the highest of the federal funds rate plus 0.50%, the prime rate and one month term SOFR plus 1.00%) plus an applicable margin of 1.65% per annum. The Company may elect either the term SOFR or alternate base rate at the time of drawdown, and loans may be converted from one rate to another at the Company’s option, subject to certain conditions.

As of March 31, 2025, the Company had recorded $1,214 of cumulative deferred financing costs in connection with the SMTB Credit Facility.

The components of interest expense related to the SMTB Credit Facility for the three months ended March 31, 2025 and March 31, 2024 were as follows:

 

 

 

For the three months ended

 

 

For the three months ended

 

 

($ in thousands)

 

March 31, 2025

 

 

March 31, 2024

 

 

Stated interest expense

 

$

769

 

 

$

 

 

Unused/undrawn fees

 

 

106

 

 

 

 

 

Amortization of deferred financing costs

 

 

226

 

 

 

 

 

Administration fees

 

 

 

 

 

 

 

Total Interest Expense

 

$

1,101

 

 

$

 

 

Average stated interest rate

 

 

6.73

%

 

 

0.00

%

 

Average borrowings

 

$

44,300

 

 

$

 

 

 

 

26


 

BNP Revolving Credit Facility

On December 17, 2024, Overland Financing B, LLC, a wholly-owned financing subsidiary of the Company, entered into a revolving credit facility (the “BNP Revolving Credit Facility”) with BNP Paribas SA (“BNP”). BNP serves as the lender, Wilmington Trust, National Association, serves as collateral agent, account bank and collateral custodian and the Company serves as guarantor under the BNP Revolving Credit Facility.

Under the BNP Revolving Credit Facility, BNP has agreed to make available to Overland Financing B, LLC, a revolving loan facility in the maximum facility amount of $340 million from January 2, 2025 through March 31, 2025, a maximum facility amount of $330 million from April 1, 2025 through June 30, 2025, a maximum facility amount of $270 million from July 1, 2025 through September 30, 2025 and, if extended, a maximum facility amount of $175 million from October 1, 2025 through December 31, 2025.

As of March 31, 2025 and December 31, 2024, the Company had $139 million and $0 million, respectively, in outstanding borrowings under the BNP Revolving Credit Facility.

Advances under the BNP Revolving Credit Facility will bear interest at a rate equal to the three month secured overnight financing rate plus an applicable margin of 1.45% per annum. The BNP Revolving Credit Facility also includes a commitment fee payable each calendar quarter, at a rate per annum equal to (a) for any calendar quarter in which the average principal obligations is less than or equal to 50% of the committed facility amount, 0.70%, (b) for any calendar quarter in which the average principal obligations is greater than 50% of the committed facility amount but less than or equal to 65% of the committed facility amount, 0.30%, (c) for any calendar quarter in which the average principal obligations is greater than 65% of the committed facility amount but less than or equal to 75% of the committed facility amount, 0.20% and (d) for any calendar quarter in which the average principal obligations is greater than 75% of the committed facility amount, 0.00%.

As of March 31, 2025, the Company had recorded $429 of cumulative deferred financing costs in connection with the BNP Revolving Credit Facility.

The components of interest expense related to the BNP Revolving Credit Facility for the three months ended March 31, 2025 and March 31, 2024 were as follows:

 

 

 

For the three months ended

 

 

For the three months ended

 

 

($ in thousands)

 

March 31, 2025

 

 

March 31, 2024

 

 

Stated interest expense

 

$

1,110

 

 

$

 

 

Unused/undrawn fees

 

 

96

 

 

 

 

 

Amortization of deferred financing costs

 

 

139

 

 

 

 

 

Administration fees

 

 

 

 

 

 

 

Total Interest Expense

 

$

1,345

 

 

$

 

 

Average stated interest rate

 

 

5.75

%

 

 

0.00

%

 

Average borrowings

 

$

77,978

 

 

$

 

 

Secured Borrowing Agreement

In order to finance certain investment transactions, the Company may, from time to time, enter into secured borrowing agreements with Macquarie Bank Limited (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, up to 90-days from the date it was sold (each a “Macquarie Transaction”).

On December 19, 2024, the Company entered into a Macquarie Transaction that was collateralized by the Company’s term loan to CV Borrower, LLC. In accordance with ASC Topic 860, Transfers and Servicing, this Macquarie Transaction meets the criteria for a secured borrowing. Accordingly, the investment financed by the Macquarie Transaction remains on the Company’s Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to Macquarie (the “Secured Borrowings”). Interest under the secured borrowing agreement is calculated at the inception of each secured borrowing agreement, as the 3 month SOFR rate in effect, plus the applicable margin of 2.95%. On February 3, 2025, the Company repaid its obligation to Macquarie.

As of March 31, 2025 and December 31, 2024, the Company had $0 million and $18 million, respectively, of outstanding Secured Borrowings.

27


 

The amount of interest expense incurred related to the Secured Borrowing Agreement for the three months ended March 31, 2025 and March 31, 2024 was $119 and $0, respectively.

 

8.
Commitments and Contingencies

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

The Company and the Advisor have entered into an Expense Support Agreement. The Company may be obligated to make a Reimbursement Payment to the Advisor for such expenses through March 31, 2028. As of March 31, 2025, the Company did not have an obligation to repay expense support to the Advisor and did not record a liability on the consolidated statements of assets and liabilities. Refer to Note 4 for more information on the Expense Support Agreement.

The following table presents a summary of Expense Payments and the related Reimbursement Payments since the Company’s Inception:

 

For the Period Ended

 

Expense Payments by Advisor

 

 

Reimbursement Payments to Advisor

 

 

Unreimbursed Expense Payable

 

December 31, 2023

 

$

3,933

 

 

$

 

 

$

3,933

 

March 31, 2024

 

 

885

 

 

 

 

 

 

885

 

June 30, 2024

 

 

3,305

 

 

 

 

 

 

3,305

 

September 30, 2024

 

 

4,491

 

 

 

 

 

 

4,491

 

December 31, 2024

 

 

225

 

 

 

 

 

 

225

 

March 31, 2025

 

 

2,634

 

 

 

 

 

 

2,634

 

Total

 

$

15,473

 

 

$

 

 

$

15,473

 

The Company’s investment portfolio may contain debt investments that are in the form of revolving lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. Unfunded portfolio company commitments and funded debt investments are presented on the consolidated schedule of investments at fair value. Unrealized appreciation or depreciation, if any, is included in the consolidated statements of assets and liabilities and the change in unrealized appreciation or depreciation, if any, is included in net change in unrealized appreciation (depreciation) in the consolidated statements of operations.

The Company had the following outstanding commitments to investments as of the following period:

 

($ in thousands)
Portfolio Company

 

Commitment Type

 

Commitment
Expiration Date

 

Unfunded
Commitment

 

 

Fair Value as of March 31, 2025

 

Continental Cafe LLC

 

Delayed Draw Term Loan

 

12/19/2026

 

$

26,515

 

 

$

(166

)

SGA Dental Partners OPCO, LLC

 

Delayed Draw Term Loan

 

1/17/2026

 

 

5,297

 

 

 

(53

)

CI (MG) GROUP, LLC

 

Revolving Term Loan

 

3/27/2030

 

 

5,068

 

 

 

(76

)

CI (MG) GROUP, LLC

 

Delayed Draw Term Loan

 

3/27/2027

 

 

20,270

 

 

 

(152

)

CI (MG) GROUP, LLC

 

Delayed Draw Term Loan

 

6/25/2025

 

 

2,230

 

 

 

(17

)

Total Unfunded Portfolio Company
   Commitments

 

 

 

 

$

59,380

 

 

$

(464

)

 

($ in thousands)
Portfolio Company

 

Commitment Type

 

Commitment
Expiration Date

 

Unfunded
Commitment

 

 

Fair Value as of
December 31, 2024

 

Continental Cafe LLC

 

Delayed Draw Term Loan

 

12/19/2026

 

$

26,515

 

 

$

(166

)

SGA Dental Partners OPCO, LLC

 

Delayed Draw Term Loan

 

1/17/2026

 

 

8,609

 

 

 

(86

)

Total Unfunded Portfolio Company
   Commitments

 

 

 

 

$

35,124

 

 

$

(252

)

 

28


 

9.
Net Assets

Share Issuances

The Company is offering Common Shares on a continuous basis (the “Private Offering”) pursuant to the terms set forth in subscription agreements that it expects to enter into with investors in connection with the Private Offering (each, a “Subscription Agreement”). Although the Common Shares in the Private Offering are being sold under the exemption provided by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) only to investors that are “accredited investors” in accordance with Rule 506 of Regulation D promulgated under the Securities Act, and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made, there can be no assurance that it will not need to suspend the continuous offering for various reasons, including but not limited to regulatory review from the SEC and various state regulators, to the extent applicable.

Each investor in the Private Offering will make a capital commitment (a “Capital Commitment”) to purchase Common Shares pursuant to a Subscription Agreement. During the Commitment Period, investors in the Private Offering will be required to fund drawdowns to purchase Common Shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors. The Commitment Period will continue until the five-year anniversary of the date on which holders of the Common Shares are required to fund their initial drawdown (the “Commencement Date”). The Commencement Date occurred on May 7, 2024.

The Company is authorized to issue an unlimited number of Common Shares. As of March 31, 2025, the Company had issued 19,240,407 shares and all are outstanding. Also, as of March 31, 2025, the Company had executed subscription agreements for approximately $2.1 billion of Capital Commitments (of which approximately $1.6 billion remained unfunded as of March 31, 2025).

The following table summarizes the total shares issued and aggregate offering proceeds related to the Companys capital drawdowns delivered pursuant to the Subscription Agreement as of March 31, 2025.

 

($ in thousands, except shares)

 

Number of

 

 

Aggregate

 

Share Issuance Date

 

Shares Issued

 

 

Offering Proceeds

 

20-Dec-23

 

 

400

 

 

$

10

 

7-May-24

 

 

7,759,600

 

 

 

193,990

 

1-Jul-24

 

 

411,547

 

 

 

10,258

 

30-Sep-24

 

 

2,964,947

 

 

 

75,000

 

31-Dec-24

 

 

5,986,219

 

 

 

150,000

 

31-Jan-25(1)

 

 

96,386

 

 

 

2,432

 

31-Mar-25

 

 

2,021,308

 

 

 

50,000

 

Total

 

 

19,240,407

 

 

$

481,690

 

(1)
Shares were issued to Shareholders participating in the Company’s DRIP.

Distributions

The following table presents distributions that were declared and payable for three months ended March 31, 2025:

 

 

 

 

 

 

 

 

 

 

 

 

 

Declaration Date

 

Record Date

 

Payment Date

 

Distribution Per Share

 

 

Distribution Amount

 

 

March 28, 2025

 

March 28, 2025

 

April 30, 2025

 

$

0.44

 

 

$

7,576

 

 

Total

 

 

 

 

 

$

0.44

 

 

$

7,576

 

 

For the three months ended March 31, 2024, the Company did not declare any distributions.

Distribution Reinvestment

The Company has adopted an “opt out” dividend reinvestment plan (“DRIP”), under which a Shareholder’s distributions would automatically be reinvested under the DRIP in additional whole and fractional shares, unless the Shareholder “opts out” of the DRIP, thereby electing to receive cash dividends. The Company will use newly issued Common Shares to implement the DRIP that will be issued at a price per share equal to the most recent net asset value per share determined by the Advisor as the Company’s valuation designee in accordance with Rule 2a-5 under the 1940 Act.

29


 

The following table presents the shares distributed pursuant to the Company’s DRIP for the three months ended March 31, 2025:

 

($ in thousands, except shares)

 

For the three months ended March 31, 2025

 

 

Date Declared

 

Record Date

 

Payment Date

 

DRIP Shares Issued

 

 

DRIP Shares Value

 

 

December 19, 2024

 

December 30, 2024

 

January 31, 2025

 

 

96,386

 

 

$

2,432

 

 

Total

 

 

 

 

 

 

96,386

 

 

$

2,432

 

 

 

For the three months ended March 31, 2024, the Company did not distribute any shares pursuant to the Company’s DRIP.

 

10.
Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share during the three months ended March 31, 2025:

 

 

 

For the three months ended

 

 

($ in thousands, except shares and per share data)

 

March 31, 2025

 

 

Net increase (decrease) in net assets from operations

 

$

2,031

 

 

Weighted average shares outstanding

 

 

17,209,430

 

 

Earnings per share

 

$

0.12

 

 

 

11.
Financial Highlights

The following are the financial highlights for the three months ended March 31, 2025:

 

 

 

For the three months ended

 

 

($ in thousands, except share and per share data)

 

March 31, 2025

 

 

Per Share Data:(1)

 

 

 

 

Net assets, beginning of period

 

$

25.06

 

 

Net investment income

 

 

0.44

 

 

Net realized gains (losses) and change in unrealized appreciation (depreciation) (2)

 

 

(0.32

)

 

Net increase (decrease) in net assets from operations

 

 

0.12

 

 

Distributions declared from net investment income (3)

 

 

(0.44

)

 

Total increase (decrease) in net assets

 

 

(0.32

)

 

Net assets, end of period

 

$

24.74

 

 

Shares outstanding, end of period

 

 

19,240,407

 

 

Total return based on NAV (4)

 

 

4.06

 

%

 

 

 

 

 

Ratios:

 

 

 

 

Expenses before expense support to average net assets (5)

 

 

11.46

 

%

Expenses after expense support to average net assets  (5)

 

 

9.55

 

%

Net investment income to average net assets (5)

 

 

8.19

 

%

Incentive fees to average net assets (5)

 

 

0.30

 

%

Portfolio turnover rate (6)

 

 

17.31

 

%

 

 

 

 

 

Supplemental Data:

 

 

 

 

Net assets, end of period

 

$

475,940

 

 

Total capital commitments, end of period

 

$

2,060,000

 

 

Ratios of total contributed capital to total committed capital,
   end of period

 

 

23.26

 

%

Average debt outstanding

 

$

374,344

 

 

Asset coverage ratio (7)

 

 

190.74

 

%

 

(1)
The per share data was derived by using the weighted average shares outstanding during the period.

30


 

(2)
For the three months ended March 31, 2025, the amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.
(3)
The per share data was derived using the actual shares outstanding at the date of the relevant transaction (see Note 9).
(4)
Total return (not annualized) is calculated as the change in net assets per share during the period, plus distributions per share (assuming distributions are reinvested in accordance with the Companys distribution reinvestment plan), divided by the net assets per share at the beginning of the period.
(5)
Operating expenses may vary in the future based on the amount of capital raised, the Advisor’s election to continue expense support, and other unpredictable variables. The ratios reflect annualized amounts, except for organization costs and incentive fees.
(6)
Portfolio turnover rate is calculated using the lesser of the year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the period reported. Average invested assets at fair value is being calculated from commencement of operations.
(7)
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing.
12.
Segment Information

The Company conducts business as a single operating segment, which is based upon the Company’s current organizational and management structure, as well as information used by the Company’s Chief Operating Decision Maker (“CODM”) to allocate resources and other factors. The Company’s Chief Executive Officer is the Company’s CODM, as he is the individual responsible for assessing performance and allocating resources.

The key measures the CODM uses to allocate resources and assess performance are the Company’s net investment income (loss) and net increase (decrease) in net assets from operations, as reported on the consolidated statements of operations, underlying investment information as disclosed on the consolidated schedule of investments, and investment composition as disclosed in Note 5.

13.
Subsequent Events

There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of March 31, 2025.

 

31


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information contained in this section should be read in conjunction with “Item 1. Financial Statements.” This discussion contains forward-looking statements, which relate to future events, our future performance or financial condition and involves numerous risks, uncertainties and other factors outside of our control including, but not limited to, those set forth herein under “Forward-Looking Statements” and under “Risk Factors” in Item 1A of our most recent Annual Report on Form 10-K. Actual results could differ materially from those implied or expressed in any forward-looking statements.

Overview

Overland Advantage (the “Company,” “we,” “our,” or “us”) is a Delaware statutory trust structured as an externally managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company also has elected to be treated as a Regulated Investment Company (“RIC”) for U.S. federal income tax purposes under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company’s investment objective is to generate attractive risk-adjusted returns, predominantly in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation. The Company’s investment strategy is primarily focused on newly-originated, privately-negotiated senior secured term loans in middle market non-sponsor companies, which are companies that are not backed by a private equity firm or other professional equity investor, and sponsor-owned companies, which are companies backed by such firm or person. Though no assurance can be given that the Company’s investment objective will be achieved, and investment results may vary substantially on a monthly, quarterly and annual basis, the Company believes that the Company’s investment objective can be achieved by primarily investing in newly-originated, privately-negotiated senior secured term loans in middle market non-sponsor and sponsor-owned companies with the potential of also investing in unsecured loans, subordinated loans, mezzanine loans and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity.

In furtherance of its investment objective, the Company also makes investments in syndicated loans and other liquid credit opportunities, including in publicly traded debt instruments and other instruments that are not directly originated. The Company invests without limit in originated or syndicated debt. The Company targets the following investment assets: (i) middle market corporate non-sponsor and sponsor owned companies; (ii) asset-based lending; and (iii) bespoke solutions.

Middle market corporate opportunities will primarily consist of floating-rate senior secured first lien, unitranche, and second lien loans to middle market non-sponsor and sponsor owned companies. Senior secured first lien debt has first claim to any underlying collateral of a loan, unitranche loans are secured loans that combine both senior and subordinated debt into one tranche of debt, generally in a first lien position, and second lien loans are secured but subordinated in payment and/or lower in lien priority to first lien holders. In connection with a direct loan, the Company could also invest in warrants or other equity securities of borrowers and could receive non-cash income features, including payment-in-kind (“PIK”) interest and original issue discount (“OID”).
Asset-based opportunities will primarily consist of last-out or otherwise specialized asset-based financings, which are permitted to include opportunities to provide financing secured by hard assets, including, among other things, aircraft, ships, timber, real property, etc., intangible assets such as litigation claims and intellectual property claims or rights, and structured products such as collateralized loan obligations.
Bespoke solutions will include specialized junior capital solutions, including mezzanine debt, PIK notes, convertible debt and other unsecured debt instruments, structured debt that is not secured by financial or other assets, debtor-in-possession financings and equity in loan portfolios or portfolios of receivables and structured equity.

The Company generally invests in floating rate instruments. The instruments in which the Company invests are not typically rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB-or Baa3), which is an indication of having predominantly speculative characteristics with respect to the borrower’s ability to pay interest and repay principal. Such below investment grade securities are often referred to as “junk.”

The Company generally expects to invest in “middle market” companies with annual earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” ranging from $25 million to $100+ million, a substantial portion of which is expected to be non-sponsor owned. Notwithstanding the foregoing, the Advisor may determine whether companies qualify as “middle market” in its sole discretion, primarily based on analysis of the EBITDA of such companies, although other factors may be considered, and the Company may from time to time invest in larger or smaller companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and syndicated loan markets. The investment size will vary with the size of the Company’s capital base. The Company may invest without limit in originated or syndicated debt.

32


 

Investments

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

As a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.

In addition, we may invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Such investments may also be difficult to value and are illiquid.

Revenues

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we expect to generate income from various loan origination and other fees, dividends and capital appreciation on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights, and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations. Leverage will be utilized to help the Company meet its investment objective. Any such leverage would be expected to increase the total capital available for investment by the Company.

Expenses

The Company bears expenses relating to the organization of the Company and the private offering of Common Shares (the “Private Offering”) and any subsequent offering of common shares of beneficial interest, par value $0.001 per share, (the “Common Shares”). Organizational expenses include, without limitation, the cost of formation, including legal fees related to the creation and organization of the Company and its subsidiaries, its and their related documents of organization and the Company’s election to be regulated as a BDC. Offering expenses include, without limitation, legal, printing and other offering and marketing costs, including the fees of professional advisors, those associated with the preparation of the Company’s registration statement on Form 10, as well as the preparation of a registration statement in connection with any subsequent offering of Common Shares, as well as the expenses of Centerbridge Partners, L.P., a Delaware limited partnership (together with its affiliates, as applicable, “Centerbridge”) and a subsidiary of Wells Fargo & Company (together with its subsidiaries, “Wells Fargo”) in negotiating and documenting other arrangements with the initial investors of the Company.

The Company reimburses Centerbridge Services Group, LLC (the “Administrator”), a wholly-owned subsidiary of Centerbridge Partners, L.P., for its costs and expenses, which may include an allocable portion of overhead incurred by the Administrator in performing its obligations under the administration agreement (the “Administration Agreement”), including but not limited to rent, the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the costs of its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Company, tax, accounting, investor relations and investor services, technology, legal and operations staff who provide services, including but not limited to transaction-related services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s internal control assessment. The reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, estimates, time records or other method conforming with generally accepted accounting principles. Any sub-administrator will separately be compensated for performing sub-administrative services under the sub-administration agreement and the cost of such compensation, and any other costs or expenses under such agreement, will be in addition to the cost of any other services borne by the Company under the Administration Agreement.

The Company’s primary operating expenses include the payment of fees to Overland Advisors, LLC (the “Advisor”) under the investment advisory agreement (“Investment Advisory Agreement”), the Company’s allocable portion of overhead expenses under the

33


 

Administration Agreement, and all other costs and expenses relating to the Company’s operations and transactions, including: operational and organizational costs; the cost of calculating the Company’s net asset value, including the cost and expenses of third-party valuation services; fees and expenses payable to third parties relating to evaluating, making and disposing of investments, including the Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments, monitoring investments and, if necessary, enforcing the Company’s rights; the expenses of Centerbridge and Wells Fargo in negotiating and documenting the Wells Fargo Sourcing Arrangement; the fees and expenses relating to the development, licensing, implementation, installation, servicing and maintenance of, and consulting with respect to computer software, technology and information technology systems used in connection with the management of the Company’s investments including, without limitation, costs and expenses of technology service providers and related software, hardware and subscription-based services utilized in connection with the Company’s investment and operational activities, including but not limited to, the origination and monitoring of investments; expenses related to the maintenance of registered offices and corporate licensing; corporate licensing and other professional fees (including, without limitation, expenses of consultants (including, but not limited to, consulting fees for, and other amounts payable to, senior or special advisors, certain other advisors, operating partners and other similar professionals incurred by a client for the benefit of such client or such client’s investments or portfolio companies) and other experts); bank service fees; withholding and transfer fees; loan administration costs; costs incurred in connection with trademarks or other intellectual property; interest payable on debt and other borrowing costs, if any, incurred to finance the Company’s investments; costs of effecting sales and repurchases of the Company’s Common Shares and other securities; the management fee and any incentive fee payable under the Investment Advisory Agreement; distributions on the Company’s Common Shares; transfer agent and custody fees and expenses; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; other expenses incurred by the Administrator; brokerage fees and commissions; sourcing or finder’s fees; costs and expenses of distributing and placing interests in the Common Shares; federal, state and foreign registration fees (which can arise, for example, if a local jurisdiction requires a license or other registration to do business); U.S. federal, state and local taxes; independent trustees’ fees and expenses; costs associated with the Company’s reporting, legal, regulatory and compliance obligations, including, without limitation, under the 1940 Act and applicable U.S. federal, state, local, or other laws and regulations; costs of any reports, proxy statements or other notices or communications to Shareholders, including, without limitation, printing costs, costs of technology licensing and maintenance of the website for the benefit of Shareholders and any Shareholder portal (including any database or other forum hosted on a website designated by the Company) or due diligence platform; costs and expenses in connection with monitoring (including with respect to sustainable value creation, cyber security, anti-corruption and similar functions), complying with and performing any provisions in agreement with investors; anti-money laundering and sanctions monitoring expenses; costs of holding Shareholder meetings and meetings of the Company’s board of trustees (the “Board”), including, without limitation, legal, travel, lodging and meal expenses; board fees of the Company’s Board; the Company’s fidelity bond; trustees and officers’ errors and omissions and other liability insurance, and any other insurance expenses; costs associated with obtaining an order for SEC co-investment exemptive relief; litigation, indemnification and other non-recurring or extraordinary expenses (whether actual, pending or threatened) or any costs arising therefrom, and any judgments, fines, remediations or settlements paid in connection therewith; fees, costs and expenses related to any governmental inquiry, investigation or proceeding directly or indirectly involving or otherwise applicable to the Company, Advisor or any of their respective affiliates in connection with the activities of the Company or any investment; direct and indirect costs and expenses of administration and operation, including printing, mailing, reporting, publishing, long distance telephone, staff, accounting, audit, compliance, tax and legal costs; accounting, audit and tax advice and preparation expenses (including preparation costs of financial statements, tax returns and reports to investors); fees and expenses associated with marketing efforts (including, but not limited to, reasonable out-of-pocket expenses incurred by the Advisor and its affiliates in attending meetings with Shareholders and/or prospective Shareholders); dues, fees and charges of any trade association of which the Company is a member; the costs of any private or public offerings of the Common Shares and other securities, including registration and listing fees, if any, and any other filing and registration fees; other expenses related to the purchase, monitoring, syndication of co-investments, sale, settlement, custody or transmittal of the Company’s assets (directly or through financing alternative investment subsidiaries and/or trading subsidiaries which the Company may from time to time establish); windup and liquidation expenses and all other expenses reasonably incurred by the Company or the Administrator in connection with administering the Company’s business (including payments made to third-party providers of goods or services) and not required to be borne by the Advisor or another service provider pursuant to any agreement with the Company.

We have entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Advisor, under which the Advisor has contractually agreed to pay certain operating expenses of the Company on the Company’s behalf, such that these expenses do not exceed 0.375% (1.50% on an annualized basis) of the Company’s applicable quarter-end net asset value, as described in “Item 1. Financial Statement Notes to Consolidated Financial Statements Note 4. Agreements and Related Party Transactions.

 

 

34


 

Portfolio and Investment Activity

Our portfolio and investment activity during the following period (excluding the Companys investment in U.S. Treasury Bills):

 

($ in thousands)

 

Three Months Ended
March 31, 2025

 

Investments made in portfolio companies

 

$

49,721

 

Investments sold

 

 

 

Net activity before investment repayments

 

 

49,721

 

Investment repayments

 

 

(31,937

)

Net investment activity

 

$

17,784

 

 

 

 

 

Portfolio companies at beginning of period

 

 

62

 

Number of new portfolio companies

 

1

 

Number of exited portfolio companies

 

 

(4

)

Portfolio companies at end of period

 

 

59

 

Our portfolio composition and weighted average yields as of the following periods (excluding the Companys investment in U.S. Treasury Bills):

 

($ in thousands)

 

March 31, 2025

 

Portfolio composition, at fair value:

 

 

 

First lien senior secured debt

 

$

776,413

 

Second lien senior secured debt

 

 

48,907

 

Total Portfolio

 

$

825,320

 

Weighted average yields, at amortized cost(1):

 

 

 

First lien senior secured debt

 

 

8.96

%

Second lien senior secured debt

 

 

11.71

%

Total Portfolio

 

 

9.13

%

 

($ in thousands)

 

December 31, 2024

 

Portfolio composition, at fair value:

 

 

 

First lien senior secured debt

 

$

763,520

 

Second lien senior secured debt

 

 

49,000

 

Total Portfolio

 

$

812,520

 

Weighted average yields, at amortized cost(1):

 

 

 

First lien senior secured debt

 

 

9.31

%

Second lien senior secured debt

 

 

11.50

%

Total Portfolio

 

 

9.44

%

 

(1)
Exclusive of investments on non-accrual status. As of March 31, 2025 and December 31, 2024 there were no investments on non-accrual status.

As part of the monitoring process, the Advisor as the Company’s valuation designee appointed in accordance with Rule 2a-5 under the 1940 Act, has developed risk assessment policies pursuant to which it regularly assesses the risk profile of each of the Company’s debt investments and rates each of them based on the following categories, which are referred to as “Internal Risk Ratings.” Key drivers of Internal Risk Ratings include financial metrics, financial covenants, liquidity and enterprise value coverage. Pursuant to these risk policies, an Internal Risk Rating of 1 – 5, which is defined below, is assigned to each debt investment in the Company’s portfolio.

Investments rated 1 are viewed as having the least amount of risk to the Company’s initial cost basis, as the borrower is performing above underwriting expectations. The business trends since origination and risk factors for this investment are generally favorable.

Investments rated 2 are viewed as having an acceptable level of risk similar to the risk at the time of origination. The borrower is operating generally in line with underwriting expectations, with little concern about the portfolio company’s performance or ability to meet covenant requirements or interest payments. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2.

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Investments rated 3 involve a borrower performing below underwriting expectations and indicates that the risk of the loan has increased since origination or acquisition. There may be concerns about the portfolio company’s performance or ability to meet covenant requirements or interest payments.

Investments rated 4 involve a borrower operating materially below underwriting expectations and indicates that the risk of the loan has increased materially since origination. The borrower may be out of compliance with debt covenants and loan payments may be past due (but generally not more than 120 days past due). It is likely that we may not recover our initial cost basis upon exit.

Investments rated 5 involve a borrower performing substantially below underwriting expectations and indicates that the loan’s risk has increased significantly since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and there is significant risk that the Company may realize a substantial loss. The fair market value of the loan will be updated to the amount the Company anticipates will be recovered.

The following table shows the investment ratings of the investments in our portfolio (excluding the Company’s investment in U.S. Treasury Bills):

 

($ in thousands)

 

March 31, 2025

 

 

 

December 31, 2024

 

 

Credit Rating

 

Fair value

 

 

% of Portfolio

 

 

 

Fair value

 

 

% of Portfolio

 

 

1

 

$

 

 

$

 

 %

 

$

 

 

$

 

 %

2

 

 

811,863

 

 

 

98.4

 

 

 

 

812,520

 

 

 

100

 

 

3

 

 

13,457

 

 

 

1.6

 

 

 

 

 

 

 

 

 

4

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Fair Value

 

$

825,320

 

 

 

100

 

%

 

$

812,520

 

 

 

100

 

%

Results of Operations

The Company commenced investment operations on May 7, 2024.

 

($ in thousands)

 

Three Months Ended
March 31, 2025

 

 

Three Months Ended
March 31, 2024

 

 

Total investment income

 

$

18,744

 

 

$

 

 

Net expenses

 

 

11,219

 

 

 

885

 

 

Net investment income (loss)

 

 

7,525

 

 

 

(885

)

 

Net realized gain (loss)

 

 

(7

)

 

 

 

 

Net unrealized appreciation (depreciation)

 

 

(5,487

)

 

 

 

 

Net increase (decrease) in net assets resulting from operations

 

$

2,031

 

 

$

(885

)

 

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.

Investment Income

Investment income for the following periods:

 

($ in thousands)

 

Three Months Ended
March 31, 2025

 

 

Three Months Ended
March 31, 2024

 

 

Investment Income

 

 

 

 

 

 

 

Interest income

 

$

18,744

 

 

$

-

 

 

Total Investment Income

 

$

18,744

 

 

$

-

 

 

Total investment income for the three months ended March 31, 2025 increased to $18.7 million from $0.0 million for the three months ended March 31, 2024 as the Company hadn't commenced investment operations as of March 31, 2024. The size of our

36


 

investment portfolio at fair value was $983.0 million at March 31, 2025 and the weighted average yield on the debt and income producing portfolio at amortized cost was 9.13%.

Expenses

Expenses for the following periods:

 

($ in thousands)

 

Three Months Ended
March 31, 2025

 

 

Three Months Ended
March 31, 2024

 

 

Interest and debt financing costs

 

$

6,972

 

 

$

 

 

Amortization of offering costs

 

 

1,184

 

 

 

 

 

Management fee

 

 

1,212

 

 

 

 

 

Investment income incentive fee

 

 

1,322

 

 

 

 

 

Capital gains incentive fee

 

 

(33

)

 

 

 

 

Organizational expense

 

 

 

 

 

33

 

 

Other general and administrative expenses

 

 

2,093

 

 

 

190

 

 

Professional fees

 

 

940

 

 

 

499

 

 

Trustees' fees

 

 

163

 

 

 

163

 

 

   Total expenses

 

$

13,853

 

 

$

885

 

 

Advisor expense support

 

 

(2,634

)

 

 

(885

)

 

   Net Expenses

 

$

11,219

 

 

$

 

 

Net expenses for the three months ended March 31, 2025 increased to $11.2 million from $— for the three months ended March 31, 2024 as the Company hadn't commenced operations as of March 31, 2024 and it received expense support for all the expenses incurred during that quarter. For the three months ended March 31, 2025, net expenses were primarily attributable to interest and other debt expenses which were driven by the interest on borrowings outstanding, unused and administrative fees and amortization of deferred debt costs. Furthermore, the Company received $15.5 million (since inception) in expense support from the Advisor (as described in “Item 1. Financial Statements Notes to Consolidated Financial Statements Note 4. Agreements and Related Party Transactions.”). Such expenses may be subject to reimbursement from the Company in the future.

Financial Condition, Liquidity and Capital Resources

The Company generates cash from (i) future offerings of the Company’s Common Shares or preferred shares, (ii) cash flows from operations and (iii) borrowings from banks or other lenders, including under the revolving credit facility (the “MS Revolving Credit Facility”) with Morgan Stanley Senior Funding Inc. (“MS”) and the revolving credit facility (the “SMTB Credit Facility”) with Sumitomo Mitsui Trust Bank, Limited, New York Branch (“SMTB”), and the revolving credit facility (the “BNPP Credit Facility”) with BNP Paribas SA (“BNPP”) as described in “Item 1. Financial Statements Notes to Consolidated Financial Statements Note 7. Borrowings.” The Company will seek to enter into bank debt, credit facility or other financing arrangements on at least customary market terms; however, the Company cannot commit to do so.

The Company’s primary use of cash will be for (i) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying the Advisor), (iii) debt service of any borrowings and (iv) cash distributions to the holders of the Company’s shares.

Equity Activity

On December 20, 2023, an affiliate of the Advisor contributed $10,000 ($25 per share) of capital to the Company in exchange for 400 shares of the Common Shares. In addition, as of March 31, 2025, the Company had executed subscription agreements for approximately $2.1 billion of Capital Commitments (as of which $1.6 billion remains unfunded as of March 31, 2025). On May 7, 2024, the Company had its initial closing and received capital contributions of approximately $194.0 million. On March 31, 2025, the Company received capital contributions of approximately $50.0 million.

Contractual Obligations

We have entered into the Investment Advisory Agreement with the Advisor to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services. We have also entered into the Expense Support Agreement with the Advisor to provide us with support with respect to certain expenses and subject to reimbursement. Payments

37


 

for investment advisory services under the Investment Advisory Agreements, reimbursements under the Administration Agreement and support and reimbursements under the Expense Support Agreement are described in “Item 1. Financial Statements Notes to Consolidated Financial Statements Note 4. Agreements and Related Party Transactions.

On February 22, 2024, the Company, through its wholly-owned financing subsidiary Overland Financing MS, LLC, entered into the MS Revolving Credit Facility. Under the MS Revolving Credit Facility, MS has agreed to make available to Overland Financing MS, LLC a revolving loan facility in the maximum principal amount of up to $300 million. On June 6, 2024 and November 15, 2024 certain terms, including the applicable margins, in the MS Revolving Credit Facility were amended. As of March 31, 2025, $195 million had been drawn under the MS Revolving Credit Facility. See also “Item 1. Financial Statements Notes to Consolidated Financial Statements Note 7. Borrowings.

On July 10, 2024, the Company entered into the SMTB Credit Facility. Under the SMTB Credit Facility, SMTB has agreed to make available to the Company, a revolving credit facility secured by a first-priority interest in the capital commitments of the Company’s Shareholders (including Overland Advantage Feeder Fund, L.P., as the guarantor (the “Guarantor”)) and the Guarantor’s Shareholders, and certain related assets of up to $100 million.

On December 9, 2024, certain terms, including the maximum commitments, in the SMTB Credit Facility were amended. Among other things, the First Amendment temporarily increased the maximum commitments under the SMTB Credit Facility from $100.0 million to $200.0 million until March 31, 2025, after which the maximum commitments under the SMTB Credit Facility will be automatically reduced to $100.0 million. As of December 31, 2024, $150.0 million had been drawn under the SMTB Credit Facility. On February 14, 2025, certain terms, including the applicable margin, in the SMTB Credit Facility were amended. On March 26, 2025, the scheduled reduction date on the $100 million temporary increased commitment was extended from march 31, 2025 to June 30, 2025. Under the terms of the SMTB Credit Facility, the Company and SMTB can agree to further increase the maximum commitments to up to $500 million. As of March 31, 2025, $190.5 million had been drawn under the SMTB Credit Facility. See also “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Note 7. Borrowings.

On December 17, 2024, the Company, through its wholly-owned financing subsidiary Overland Financing B, LLC, entered into the BNP Revolving Credit Facility. Under the BNP Revolving Credit Facility, BNP has agreed to make available to Overland Financing B, LLC, a revolving loan facility in the maximum facility amount of $340 million from January 2, 2025 through March 31, 2025, a maximum facility amount of $330 million from April 1, 2025 through June 30, 2025, a maximum facility amount of $270 million from July 1, 2025 through September 30, 2025 and, if extended, a maximum facility amount of $175 million from October 1, 2025 through December 31, 2025. As of March 31, 2025, $139.0 million had been drawn under the BNP Credit Facility. See also “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Note 7. Borrowings.”

From time to time in the future, we may establish one or more additional credit facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads over the Secured Overnight Financing Rate (“SOFR”), or an alternative reference rate. We cannot assure Shareholders that we will be able to enter into a credit facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on our operations.

In order to finance certain investment transactions, the Company may, from time to time, enter into secured borrowing agreements with Macquarie Bank Limited (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, up to 90-days from the date it was sold (each a “Macquarie Transaction”).

On December 19, 2024, the Company entered into a Macquarie Transaction that was collateralized by the Company’s term loan to CV Borrower, LLC. In accordance with ASC Topic 860, Transfers and Servicing, this Macquarie Transaction meets the criteria for a secured borrowing. Accordingly, the investment financed by the Macquarie Transaction remains on the Company’s Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to Macquarie (the “Secured Borrowings”). Interest under the secured borrowing agreement is calculated at the inception of each secured borrowing agreement, as the 3 month SOFR rate in effect, plus the applicable margin of 2.95%. On February 3, 2025, the Company repaid its obligation to Macquarie. See also “Item 1. Financial Statements Notes to Consolidated Financial Statements Note 7. Borrowings.”

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Off-Balance Sheet Arrangements

Our investment portfolio contains and is expected to continue to contain debt investments in the form of delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of March 31, 2025, we held unfunded delayed draw term loans with a principal amount of $32.9 million.

Critical Accounting Policies and Estimates

The preparation of the consolidated financial statements requires us 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.

Valuation of Investments

The Company measures the value of its investments in accordance with fair value accounting guidance promulgated under U.S. GAAP, which establishes a hierarchical disclosure framework that ranks the observability of inputs used in measuring financial instruments at fair value. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Note 3. Fair Value Measurements and Disclosures.”for a description of the hierarchy for fair value measurements and a description of the Company’s valuation procedures.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

Investment transactions are recorded on the trade date. The Company measures net realized gains or losses using the specific identification method as the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation and depreciation, when gains or losses are realized.

Revenue Recognition

The Company records interest income on an accrual basis to the extent that the Company expects to collect such amounts. The Company does not accrue as a receivable interest on loans and debt securities for accounting purposes if the Company has reason to doubt the Company’s ability to collect such interest. OIDs, market discounts or premiums are accreted or amortized over the life of the respective security using the effective interest method as interest income. The Company records prepayment premiums on loans and debt securities as interest income.

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment or partial prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts associated with the amount prepaid are recorded as interest income in the current period.

PIK Income

The Company may have loans in its portfolio that contain PIK provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Company’s consolidated statements of operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to Shareholders in the form of dividends, even though the Company has not yet collected cash.

39


 

Non-Accrual Loans

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the 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 make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Offering and Organizational Expenses

The Company bears expenses relating to the organization of the Company and the Private Offering and any subsequent offering of Common Shares. Organizational expenses include, without limitation, the cost of formation, including legal fees related to the creation and organization of the Company and its subsidiaries, its and their related documents of organization and the Company’s election to be regulated as a BDC. Offering expenses include, without limitation, legal, printing and other offering and marketing costs, including the fees of professional advisors, those associated with the preparation of this report, as well as the preparation of a registration statement in connection with any subsequent offering of Common Shares, as well as the expenses of Centerbridge and Wells Fargo in negotiating and documenting other arrangements with the initial investors of the Company.

U.S. Federal Income Taxes

The Company has elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code, and intends to qualify annually as a RIC. As a RIC, the Company generally will not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains distributed to Shareholders. To qualify as a RIC, the Company must maintain an election under the 1940 Act to be regulated as a BDC, meet specified source-of-income and asset diversification requirements as well as distribute each taxable year dividends for U.S. federal income tax purposes generally of an amount at least equal to 90% of the Company’s “investment company taxable income,” which is generally the Company’s net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for dividends paid.

Recent Developments

On May 1, 2025, the Company entered into a Form of Facility Increase, pursuant to which the maximum commitments under the SMTB Credit Facility (including the $100 million temporary increased commitment) increased from $200 million to $275 million. The maximum commitments under the SMTB Credit Facility are still scheduled to automatically decrease by $100 million on June 30, 2025, unless the Company and SMTB agree to further increase to the maximum commitments.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is subject to financial market risks, including changes in interest rates.

 

Valuation Risk

We primarily invest in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and therefore, the Advisor, as the Company’s valuation designee appointed in accordance with Rule 2a-5 under the 1940 Act, will value these investments at fair value as determined in good faith based on, among other things, the input of the Advisors valuation committee and independent third-party valuation firm(s), and 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 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.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. In addition, the MS Revolving Credit Facility, BNP Revolving Credit Facility and SMTB Credit Facility are subject to floating interest rates. See “Item 1. Financial Statements Notes to Consolidated Financial Statements Note 7. Borrowings.” A rise in the general level of interest rates can be expected to lead to (i) higher interest income from our floating rate debt investments, (ii) value declines for fixed interest rate investments we may hold and

40


 

(iii) higher interest expense in connection with our credit facilities. Since the majority of the Company’s investments consist of floating rating investments, an increase in interest rates could also make it more difficult for borrowers to repay their loans, and a rise in interest rates may also make it easier for the Advisor to meet or exceed the quarterly threshold for Income-Based Fee as described in “Item 1. Financial Statements Notes to Consolidated Financial Statements Note 4. Agreements and Related Party Transactions.”

The last several quarters have been marked by significant volatility in global markets, driven by inflation, elevated interest rates, slowing economic growth, increased tariffs, trade tensions, geopolitical conditions, and political and regulatory uncertainty. The Federal Reserve commenced raising interest rates in March 2022. In a high interest rate environment, the Company’s cost of funds increases, which could reduce its net investment income if there is not a corresponding increase in interest income generated by our investment portfolio. The Federal Reserve left its benchmark rates steady in the first half of 2024, and reduced them in the second half of 2024, and has indicated that further cuts to benchmark rates will depend on better inflation reports. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in the Company’s net investment income if such decreases in base rates, such as SOFR and other alternate rates, are not offset by corresponding increases in the spread over such base rate that the Company earns on any portfolio investments, a decrease in our operating expenses, or a decrease in the interest rate associated with the Company’s borrowings.

As of March 31, 2025, all of the Company’s debt portfolio investments bore interest at variable rates, which are generally SOFR and typically have durations of one to six months after which they reset to current market interest rates, and many of which are subject to interest rate floors. Further, the MS Revolving Credit Facility, BNP Revolving Credit Facility and SMTB Credit Facility bear interest at SOFR rates with no interest rate floors.

The following table shows the estimated annual impact on net investment income of base rate changes in interest rates to our loan portfolio and outstanding debt as of March 31, 2025, assuming no changes in our investment and borrowing structure.

 

($ in thousands)

 

Increase (Decrease) in

 

 

Increase (Decrease) in

 

 

Increase (Decrease) in

 

Basis Point Change

 

Interest Income

 

 

Interest Expense

 

 

Net Investment Income

 

Up 200 basis points

 

$

17,283

 

 

$

10,490

 

 

$

6,793

 

Up 100 basis points

 

$

8,641

 

 

$

5,245

 

 

$

3,396

 

Up 50 basis points

 

$

4,321

 

 

$

2,623

 

 

$

1,698

 

Down 50 basis points

 

$

(4,321

)

 

$

(2,623

)

 

$

(1,698

)

Down 100 basis points

 

$

(8,641

)

 

$

(5,245

)

 

$

(3,396

)

Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets on the consolidated statements of assets and liabilities and other business developments that could affect net increase in net assets resulting from operations, or net investment income. Accordingly, no assurances can be given that actual results would not differ materially from those shown above.

 

Because the Company borrows money to make investments, its net investment income is dependent upon the difference between the rate at which it borrows funds and the rate at which it invests these funds as well as its level of leverage. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on the Company’s net investment income or net assets.

 

The Company may hedge against interest rate and foreign currency fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate the Company against adverse changes in interest rates and foreign currencies, they may also limit the Company’s ability to participate in the benefits of lower interest rates or higher exchange rates with respect to its portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Quarterly Report on Form 10-Q, the Company did not engage in interest rate hedging activities or foreign currency derivatives hedging activities.

Item 4. Controls and Procedures.

(a)
Evaluation of Disclosure Controls and Procedures

As of March 31, 2025 (the end of the period covered by this report), in accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q and provide reasonable assurance that information

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required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost- benefit relationship of such possible controls and procedures.

(b)
Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

The Company is not currently subject to any material pending legal proceedings. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its rights under contracts with its portfolio companies. The Company’s business is also subject to extensive regulation, which may result in regulatory proceedings against it.

Item 1A. Risk Factors.

For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed under the heading “Risk Factors” in the the Company's most recent Annual Report on Form 10-K, as may be amended and supplemented from time to time. Additional risks and uncertainties are not currently known to the Company or that it currently deems to be immaterial also may adversely affect its business, financial condition and/or operating results. During the fiscal quarter ended March 31, 2025 there were no material changes from the risk factors set forth in the Company’s most recent Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Except as previously reported by the Company on its current reports on Form 8-K, the Company did not sell any securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended March 31, 2025, none of the Company's trustees or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense condition of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits.

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three months ended March 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).

 

Exhibit

Number

Description

3.1

 

Certificate of Trust (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56596) filed on January 12, 2024).

3.2

 

Declaration of Trust (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56596) filed on January 12, 2024).

3.3

 

Bylaws (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56596) filed on January 12, 2024).

10.1*

 

Third Amendment to Loan and Servicing Agreement, dated as of March 3, 2025, by and among Overland Financing MS, LLC, as the borrower, Overland Advantage, as the servicer and transferor, Morgan Stanley Bank, N.A. as lender and Morgan Stanley Senior Funding, Inc., as administrative agent.

10.2

 

Third Amendment to the Revolving Credit Agreement, dated as of March 26, 2025, by and among Overland Advantage, as the initial borrower, Overland Advantage Feeder Fund, L.P., as the guarantor, Overland Advantage Feeder Fund GP Ltd., as the general partner of the guarantor, Sumitomo Mitsui Trust Bank, Limited, New York Branch, as administrative agent, arranger and a lender, and NatWest Markets PLC, as a lender (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01698 filed on April 1, 2025).

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

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

101.SCH

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104

 

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

 

 

 

* Filed herewith.

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SIGNATURES

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

 

 

Overland Advantage

 

 

 

Date: May 14, 2025

By:

/s/ Gavin R. Baiera

 

 

Name: Gavin R. Baiera

 

 

Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

Date: May 14, 2025

By:

/s/ Kimberly A. Terjanian

 

 

Name: Kimberly A. Terjanian

 

 

Title: Chief Financial Officer and Treasurer

 

45