UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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☐
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No
The number of shares of Registrant’s common shares of beneficial interest, $0.01 par value per share, outstanding as of November 14, 2024, was
AB PRIVATE LENDING FUND
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024
Table of Contents
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INDEX |
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PAGE NO. |
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PART I. |
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3 |
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Item 1. |
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3 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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34 |
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Item 3. |
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46 |
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Item 4. |
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47 |
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PART II. |
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47 |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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48 |
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Item 6. |
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48 |
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49 |
2
Item 1. Consolidated Financial Statements
AB Private Lending Fund
Consolidated Statements of Assets and Liabilities (Unaudited)
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As of |
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As of |
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Assets |
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Investments, at fair value |
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Non-controlled/non-affiliated investments (amortized cost of $ |
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$ |
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$ |
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Total investments, at fair value (amortized cost of $ |
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— |
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Cash and cash equivalents |
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— |
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Deferred financing cost |
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— |
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Deferred offering cost |
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Interest receivable |
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— |
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Prepaid expenses |
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— |
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Receivable for investments sold |
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Receivable due from Adviser (Note 2) |
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— |
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Total assets |
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$ |
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$ |
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Liabilities |
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Term loan payable (net of debt issuance costs of $ |
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$ |
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— |
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Credit facility payable |
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— |
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Income distribution payable |
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— |
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Interest and borrowing expenses payable |
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— |
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Professional fees payable |
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— |
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Management fees payable |
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— |
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Incentive fee payable |
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— |
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Payable to Adviser |
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— |
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Accrued expenses and other liabilities |
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— |
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Administrator and custodian fees payable |
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— |
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Payable for investments purchased |
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— |
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Transfer agent fees payable |
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— |
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Offering cost payable |
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Organizational expense payable |
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Total Liabilities |
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$ |
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$ |
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Net Assets |
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Common shares, par value $ |
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— |
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Paid-in capital in excess of par value |
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— |
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Distributable earnings (accumulated loss) |
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— |
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Total net assets |
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$ |
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$ |
— |
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Total liabilities and net assets |
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$ |
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$ |
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Net asset value per share |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
AB Private Lending Fund
Consolidated Statements of Operations (Unaudited)
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For the Three |
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For the three months ended September 30, 2023 |
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For the Nine |
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For the Period |
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Investment Income |
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From non-controlled/non-affiliated investments: |
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Interest income, net of amortization/accretion |
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$ |
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$ |
— |
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$ |
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$ |
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Payment-in-kind interest |
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— |
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Dividend income |
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— |
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Total investment income |
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— |
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Expenses: |
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Interest and borrowing expenses |
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— |
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Organizational expense |
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Offering fee expense |
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— |
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Income-based incentive fee |
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— |
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Other expenses |
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— |
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Management fees |
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— |
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Professional fees |
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— |
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Trustees’ fees |
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— |
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Capital Gain Incentive fees |
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— |
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Total expenses |
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Less: expenses reimbursed by the Adviser |
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Net expenses |
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— |
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Net investment income before taxes |
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— |
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Income tax expense, including excise tax |
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Net investment income after tax |
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— |
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Net realized and change in unrealized gains (losses) on investment transactions: |
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Net realized gain (loss) from: |
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Non-controlled/non-affiliated investments |
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— |
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Net change in unrealized appreciation (depreciation) from: |
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Non-controlled/non-affiliated investments |
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— |
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Net realized and change in unrealized gains (losses) on investment transactions |
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Net increase in net assets resulting from operations |
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— |
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Net investment income per share (basic and diluted): |
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Net investment income per share (basic and diluted): |
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$ |
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$ |
— |
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$ |
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$ |
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Earnings per share (basic and diluted): |
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$ |
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$ |
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Weighted average shares outstanding: |
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— |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
AB Private Lending Fund
Consolidated Statements of Changes in Net Assets (Unaudited)
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Common Units |
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Shares |
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Par Amount |
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Paid in Capital in |
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Distributable |
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Total |
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Net assets at June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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Increase (decrease) in net assets resulting from operations: |
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Net investment income |
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— |
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— |
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— |
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Net realized gain (loss) on investments |
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Net change in unrealized appreciation (depreciation) on investments |
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— |
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— |
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— |
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Capital transactions: |
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Issuance of common shares |
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— |
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Issuance of common shares pursuant to distribution reinvestment plan |
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— |
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— |
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— |
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— |
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— |
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Redemption of common shares |
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— |
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— |
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— |
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— |
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— |
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Distributions to shareholders |
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— |
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— |
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— |
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( |
) |
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( |
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Total increase (decrease) for the three months ended September 30, 2024 |
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( |
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( |
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Net assets at September 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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Distributions per share |
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— |
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— |
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— |
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— |
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Net assets at December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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Increase (decrease) in net assets resulting from operations: |
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Net investment income |
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— |
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— |
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— |
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Net realized gain (loss) on investments |
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Net change in unrealized appreciation (depreciation) |
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— |
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— |
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— |
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Capital transactions: |
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Issuance of common shares |
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— |
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Issuance of common shares pursuant to distribution reinvestment plan |
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— |
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— |
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— |
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— |
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Redemption of common shares |
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( |
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( |
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( |
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— |
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( |
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Distributions to shareholders |
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( |
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( |
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Total increase (decrease) for the nine months ended |
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Net assets at September 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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Distributions declared per share |
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— |
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— |
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— |
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$ |
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— |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
AB Private Lending Fund
Consolidated Statements of Changes in Net Assets (Unaudited)
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Common Units |
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Shares |
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Par Amount |
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Paid in Capital in |
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Distributable |
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Total |
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Net assets at June 30, 2023 |
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— |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
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Increase (decrease) in net assets resulting from |
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Net investment income |
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— |
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— |
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— |
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— |
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Net change in unrealized appreciation (depreciation) |
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— |
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— |
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— |
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— |
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Capital transactions: |
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Issuance of common shares |
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— |
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— |
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— |
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— |
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Total increase (decrease) for the three months ended |
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— |
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— |
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— |
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— |
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Net assets at September 30, 2023 |
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— |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
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Distributions declared per share |
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— |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Net assets at June 8, 2023 (Inception) |
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— |
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— |
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— |
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— |
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— |
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Increase (decrease) in net assets resulting from |
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— |
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— |
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— |
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— |
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— |
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Net investment income |
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— |
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— |
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— |
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— |
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— |
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Net change in unrealized appreciation (depreciation) |
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— |
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— |
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— |
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— |
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— |
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Capital transactions: |
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Issuance of common shares |
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— |
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— |
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— |
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— |
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— |
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Total increase (decrease) for the period from June 8, 2023 (inception) ended |
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— |
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— |
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— |
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— |
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— |
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Net assets at September 30, 2023 |
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— |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Distributions declared per share |
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— |
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— |
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— |
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— |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
AB Private Lending Fund
Consolidated Statements of Cash Flows (unaudited)
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For the Nine Months Ended September 30, 2024 |
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For the Period |
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Cash flows from operating activities |
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Net increase (decrease) in net assets resulting from operations |
|
$ |
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$ |
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Adjustments to reconcile net increase (decrease) in net assets resulting from |
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— |
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Purchases of investments |
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( |
) |
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Proceeds from sales of investments and principal repayments |
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Payment-in-kind investments |
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( |
) |
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Net realized (gain) loss on investments |
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( |
) |
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Net change in unrealized (appreciation) depreciation on investments |
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( |
) |
|
|
|
|
Amortization of premium and accretion of discount, net |
|
|
( |
) |
|
|
|
|
Amortization of discount, debt issuance and deferred financing costs |
|
|
|
|
|
|
||
Amortization of deferred offering costs |
|
|
|
|
|
|
||
Increase or decrease in operating assets and liabilities: |
|
|
|
|
|
|
||
(Increase) decrease in interest receivable |
|
|
( |
) |
|
|
|
|
(Increase) decrease in receivable for investments sold |
|
|
( |
) |
|
|
|
|
(Increase) decrease in prepaid expenses |
|
|
( |
) |
|
|
|
|
(Increase) decrease in receivable due from Adviser |
|
|
|
|
|
( |
) |
|
(Increase) decrease in other assets |
|
|
|
|
|
|
||
Increase (decrease) in interest and borrowing expenses payable |
|
|
|
|
|
|
||
(Increase) decrease in deferred offering costs |
|
|
|
|
|
( |
) |
|
Increase (decrease) in organization expense payable |
|
|
( |
) |
|
|
|
|
Increase (decrease) in payable to Adviser |
|
|
|
|
|
|
||
Increase (decrease) in incentive fee payable |
|
|
|
|
|
|
||
Increase (decrease) in management fees payable |
|
|
|
|
|
|
||
Increase (decrease) in professional fees payable |
|
|
|
|
|
|
||
Increase (decrease) in trustees’ fees payable |
|
|
|
|
|
|
||
Increase (decrease) in accrued expenses and other liabilities |
|
|
|
|
|
|
||
Increase (decrease) in administrator and custodian fees payable |
|
|
|
|
|
|
||
Increase (decrease) in transfer agent fees payable |
|
|
|
|
|
|
||
Increase (decrease) in offering cost payable |
|
|
( |
) |
|
|
|
|
Increase (decrease) payable for investments purchased |
|
|
|
|
|
|
||
Net cash provided by (used for) operating activities |
|
|
( |
) |
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
||
Issuance of common shares |
|
|
|
|
|
|
||
Distributions paid |
|
|
|
|
|
|
||
Redemption of common shares |
|
|
( |
) |
|
|
|
|
Financing costs paid |
|
|
( |
) |
|
|
|
|
Borrowings on credit facilities |
|
|
|
|
|
|
||
Repayments of credit facilities |
|
|
( |
) |
|
|
|
|
Proceeds on term loans |
|
|
|
|
|
|
||
Offering costs paid |
|
|
( |
) |
|
|
|
|
Net cash provided by (used for) financing activities |
|
|
|
|
|
|
||
Net increase in (decrease) in cash |
|
|
|
|
|
|
||
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
Supplemental and non-cash financing activities |
|
|
|
|
|
|
||
Cash paid during the period for interest |
|
$ |
|
|
$ |
|
||
Issuance of common shares in exchange for investments |
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
AB Private Lending Fund
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Footnotes |
|||
Investments at Fair Value —% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
US Corporate Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
1st Lien/Senior Secured Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AAH Topco, LLC |
|
Health Care Providers & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
AAH Topco, LLC |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
AAH Topco, LLC |
|
Health Care Providers & Services |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Admiral Buyer, Inc. |
|
Diversified Financial Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Admiral Buyer, Inc. |
|
Diversified Financial Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Admiral Buyer, Inc. |
|
Diversified Financial Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Admiral Buyer, Inc. |
|
Diversified Financial Services |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
(6)(7)(15) |
|
Amercare Royal LLC |
|
Commercial Services & Supplies |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Amercare Royal LLC |
|
Commercial Services & Supplies |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Amercare Royal LLC |
|
Commercial Services & Supplies |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Amercare Royal LLC |
|
Commercial Services & Supplies |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Ampler QSR Holdings LLC |
|
Hotels, Restaurants & Leisure |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Avalara, Inc. |
|
Diversified Consumer Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Avalara, Inc. |
|
Diversified Consumer Services |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Avant Communications, LLC |
|
Diversified Telecommunication Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Avant Communications, LLC |
|
Diversified Telecommunication Services |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Azurite Intermediate Holdings, Inc. |
|
Software |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Azurite Intermediate Holdings, Inc. |
|
Software |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(7)(15) |
|
Azurite Intermediate Holdings, Inc. |
|
Software |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Bonterra LLC |
|
Diversified Financial Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bonterra LLC |
|
Diversified Financial Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bonterra LLC |
|
Diversified Financial Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Bridgepointe Technologies, LLC |
|
Technology Hardware, Storage & Peripherals |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bridgepointe Technologies, LLC |
|
Technology Hardware, Storage & Peripherals |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bridgepointe Technologies, LLC |
|
Technology Hardware, Storage & Peripherals |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bridgepointe Technologies, LLC |
|
Technology Hardware, Storage & Peripherals |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bridgepointe Technologies, LLC |
|
Technology Hardware, Storage & Peripherals |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Brightspot Buyer, Inc. |
|
Media |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Brightspot Buyer, Inc. |
|
Media |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Brightspot Buyer, Inc. |
|
Media |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
BSI2 Hold Nettle, LLC |
|
Real Estate Management & Development |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
BSI2 Hold Nettle, LLC |
|
Real Estate Management & Development |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Businessolver.com, Inc. |
|
Professional Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Businessolver.com, Inc. |
|
Professional Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Footnotes |
|||
BV EMS Buyer, Inc |
|
Health Care Technology |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
BV EMS Buyer, Inc |
|
Health Care Technology |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
BV EMS Buyer, Inc |
|
Health Care Technology |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
BV EMS Buyer, Inc |
|
Health Care Technology |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Cerifi, LLC |
|
Banks |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Cerifi, LLC |
|
Banks |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Community Based Care Acquisition, Inc. |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Community Based Care Acquisition, Inc. |
|
Health Care Providers & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Community Based Care Acquisition, Inc. |
|
Health Care Providers & Services |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Community Based Care Acquisition, Inc. |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Datacor, Inc. |
|
Chemicals |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Datacor, Inc. |
|
Chemicals |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
(6)(7)(15) |
|
Datacor, Inc. |
|
Chemicals |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
(6)(7)(15) |
|
EET Buyer, Inc. |
|
Construction & Engineering |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
EET Buyer, Inc. |
|
Construction & Engineering |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
EET Buyer, Inc. |
|
Construction & Engineering |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
(6)(7)(15) |
|
Exterro, Inc. |
|
Software |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Exterro, Inc. |
|
Software |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Foundation Risk Partners, Corp. |
|
Insurance |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Foundation Risk Partners, Corp. |
|
Insurance |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Foundation Risk Partners, Corp. |
|
Insurance |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Foundation Risk Partners, Corp. |
|
Insurance |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Foundation Risk Partners, Corp. |
|
Insurance |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Fusion Holding, Corp. |
|
Software |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Fusion Holding, Corp. |
|
Software |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
(6)(7)(15) |
|
GHA Buyer, Inc. |
|
Health Care Technology |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GHA Buyer, Inc. |
|
Health Care Technology |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GHA Buyer, Inc. |
|
Health Care Technology |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GHA Buyer, Inc. |
|
Health Care Technology |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GHA Buyer, Inc. |
|
Health Care Technology |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GHA Buyer, Inc. |
|
Health Care Technology |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Greenhouse Software, Inc. |
|
Professional Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Greenlight Intermediate II, Inc. |
|
Diversified Telecommunication Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Greenlight Intermediate II, Inc. |
|
Diversified Telecommunication Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GS AcquisitionCo, Inc. |
|
Diversified Financial Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GS AcquisitionCo, Inc. |
|
Diversified Financial Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
GS AcquisitionCo, Inc. |
|
Diversified Financial Services |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Higginbotham Insurance Agency, Inc. |
|
Insurance |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
9
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Footnotes |
|||
HireVue, Inc. |
|
Diversified Financial Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
HireVue, Inc. |
|
Diversified Financial Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Honor HN Buyer, Inc. |
|
Health Care Providers & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Honor HN Buyer, Inc. |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Honor HN Buyer, Inc. |
|
Health Care Providers & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Honor HN Buyer, Inc. |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Iodine Software, LLC |
|
Health Care Technology |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Iodine Software, LLC |
|
Health Care Technology |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Iodine Software, LLC |
|
Health Care Technology |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Iodine Software, LLC |
|
Health Care Technology |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
LeadVenture, Inc. |
|
Auto Components |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
LeadVenture, Inc. |
|
Auto Components |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
LeadVenture, Inc. |
|
Auto Components |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Mastery Acquisition Corp. |
|
Diversified Consumer Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Mavenlink, Inc. |
|
Professional Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Mavenlink, Inc. |
|
Professional Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
MBS Holdings, Inc. |
|
Diversified Telecommunication Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Medical Management Resource Group, L.L.C. |
|
Health Care Providers & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Medical Management Resource Group, L.L.C. |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Medical Management Resource Group, L.L.C. |
|
Health Care Providers & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
MMP Intermediate, LLC |
|
Hotels, Restaurants & Leisure |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MMP Intermediate, LLC |
|
Hotels, Restaurants & Leisure |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Moon Buyer, Inc. |
|
Software |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Moon Buyer, Inc. |
|
Software |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Mr. Greens Intermediate, LLC |
|
Food & Staples Retailing |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Mr. Greens Intermediate, LLC |
|
Food & Staples Retailing |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Mr. Greens Intermediate, LLC |
|
Food & Staples Retailing |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
MSP Global Holdings, Inc. |
|
Technology Hardware, Storage & Peripherals |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MSP Global Holdings, Inc. |
|
Technology Hardware, Storage & Peripherals |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
MSP Global Holdings, Inc. |
|
Technology Hardware, Storage & Peripherals |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MSP Global Holdings, Inc. |
|
Technology Hardware, Storage & Peripherals |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MSP Global Holdings, Inc. |
|
Technology Hardware, Storage & Peripherals |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Nasuni Corporation |
|
Software |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Nasuni Corporation |
|
Software |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Navigate360, LLC |
|
Diversified Consumer Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Navigate360, LLC |
|
Diversified Consumer Services |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Navigate360, LLC |
|
Diversified Consumer Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Navigate360, LLC |
|
Diversified Consumer Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Navigate360, LLC |
|
Diversified Consumer Services |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Navigate360, LLC |
|
Diversified Consumer Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
10
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Footnotes |
|||
NC Topco, LLC |
|
Banks |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
NC Topco, LLC |
|
Banks |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
NC Topco, LLC |
|
Banks |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
NI Topco, Inc. |
|
Diversified Telecommunication Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
NI Topco, Inc. |
|
Diversified Telecommunication Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
NMI Acquisitionco, Inc. |
|
Internet and Direct Marketing Retail |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
NMI Acquisitionco, Inc. |
|
Internet and Direct Marketing Retail |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
NMI Acquisitionco, Inc. |
|
Internet and Direct Marketing Retail |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
NMI Acquisitionco, Inc. |
|
Internet and Direct Marketing Retail |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
NMI Acquisitionco, Inc. |
|
Internet and Direct Marketing Retail |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
NMI Acquisitionco, Inc. |
|
Internet and Direct Marketing Retail |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pace Health Companies, LLC |
|
Health Care Providers & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Peter C. Foy & Associates Insurance Services, LLC |
|
Insurance |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Peter C. Foy & Associates Insurance Services, LLC |
|
Insurance |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Peter C. Foy & Associates Insurance Services, LLC |
|
Insurance |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ping Identity Holding Corp. |
|
Software |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ping Identity Holding Corp. |
|
Software |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Pinnacle Treatment Centers, Inc. |
|
Health Care Providers & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Health Care Providers & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Health Care Providers & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Priority OnDemand Midco 2, L.P. |
|
Health Care Equipment & Supplies |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Priority OnDemand Midco 2, L.P. |
|
Health Care Equipment & Supplies |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Ranger Buyer, Inc. |
|
Commercial Services & Supplies |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ranger Buyer, Inc. |
|
Commercial Services & Supplies |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
(6)(7)(15) |
|
Redwood Family Care Network, Inc. |
|
Health Care Providers & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Redwood Family Care Network, Inc. |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Redwood Family Care Network, Inc. |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
REP TEC Intermediate Holdings, Inc. |
|
Professional Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
REP TEC Intermediate Holdings, Inc. |
|
Professional Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
REP TEC Intermediate Holdings, Inc. |
|
Professional Services |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Ridge Trail US Bidco, Inc. |
|
Capital Markets |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ridge Trail US Bidco, Inc. |
|
Capital Markets |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Ridge Trail US Bidco, Inc. |
|
Capital Markets |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Sako and Partners Lower Holdings LLC |
|
Real Estate Management & Development |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sako and Partners Lower Holdings LLC |
|
Real Estate Management & Development |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sako and Partners Lower Holdings LLC |
|
Real Estate Management & Development |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
(6)(7)(15) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
11
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Footnotes |
|||
Salisbury House, LLC |
|
Diversified Consumer Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Salisbury House, LLC |
|
Diversified Consumer Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Salisbury House, LLC |
|
Diversified Consumer Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sandstone Care Holdings, LLC |
|
Health Care Providers & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sandstone Care Holdings, LLC |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Sandstone Care Holdings, LLC |
|
Health Care Providers & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sauce Labs Inc |
|
Software |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Sauce Labs Inc |
|
Software |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sauce Labs Inc |
|
Software |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sauce Labs Inc |
|
Software |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Serrano Parent, LLC |
|
Software |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Serrano Parent, LLC |
|
Software |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Soladoc, LLC |
|
Health Care Equipment & Supplies |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Soladoc, LLC |
|
Health Care Equipment & Supplies |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Telcor Buyer, Inc. |
|
Health Care Technology |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Telcor Buyer, Inc. |
|
Health Care Technology |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
(6)(7)(15) |
|
Telesoft Holdings, LLC |
|
Diversified Telecommunication Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Health Care Providers & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Health Care Providers & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Health Care Providers & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Thrive Buyer, Inc. |
|
Technology Hardware, Storage & Peripherals |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Thrive Buyer, Inc. |
|
Technology Hardware, Storage & Peripherals |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Thrive Buyer, Inc. |
|
Technology Hardware, Storage & Peripherals |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Towerco IV Holdings, LLC |
|
Diversified Telecommunication Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Transtelco Holding, Inc. |
|
Diversified Telecommunication Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Transtelco Holding, Inc. |
|
Diversified Telecommunication Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Transtelco Holding, Inc. |
|
Diversified Telecommunication Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ungerboeck Systems International, LLC |
|
Leisure Products |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ungerboeck Systems International, LLC |
|
Leisure Products |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ungerboeck Systems International, LLC |
|
Leisure Products |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ungerboeck Systems International, LLC |
|
Leisure Products |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ungerboeck Systems International, LLC |
|
Leisure Products |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ungerboeck Systems International, LLC |
|
Leisure Products |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Vectra AI, Inc. |
|
Software |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Vectra AI, Inc. |
|
Software |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
12
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Footnotes |
|||
Vehlo Purchaser, LLC |
|
Automobiles |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Vehlo Purchaser, LLC |
|
Automobiles |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Vehlo Purchaser, LLC |
|
Automobiles |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Velocity Holdco III Inc. |
|
Commercial Services & Supplies |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Veracross LLC |
|
Diversified Consumer Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Veracross LLC |
|
Diversified Consumer Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Veracross LLC |
|
Diversified Consumer Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Visionary Buyer, LLC |
|
Diversified Telecommunication Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Visionary Buyer, LLC |
|
Diversified Telecommunication Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Visionary Buyer, LLC |
|
Diversified Telecommunication Services |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(15) |
|
Wealth Enhancement Group, LLC |
|
Diversified Financial Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Wealth Enhancement Group, LLC |
|
Diversified Financial Services |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Wealth Enhancement Group, LLC |
|
Diversified Financial Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Zendesk, Inc. |
|
Software |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Zendesk, Inc. |
|
Software |
|
Revolver |
|
— (S + |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(6)(15) |
|
Zendesk, Inc. |
|
Software |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Total U.S. 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2nd Lien/Junior Secured Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Symplr Software, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Total U.S. 2nd Lien/Junior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total U.S Corporate Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Canadian Corporate Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Canadian 1st Lien/Senior Secured Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Versaterm Public Safety Inc. |
|
Commercial Services & Supplies |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(8)(15) |
|||||
Versaterm Public Safety Inc. |
|
Commercial Services & Supplies |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(8)(15) |
|||||
Versaterm Public Safety Inc. |
|
Commercial Services & Supplies |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(8)(15) |
|||||
Total Canada 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Canadian Corporate Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
TOTAL INVESTMENTS - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
13
AB Private Lending Fund
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Industry |
|
Yield |
|
Shares |
|
|
Cost |
|
|
Fair value |
|
|
Footnotes |
|||
Cash Equivalents — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
US BANK MMDA GCTS |
|
Money Market Portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
(9)(13)(15) |
|||
STATE STREET INSTITUTIONAL US |
|
Money Market Portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
(9)(13)(15) |
|||
Total Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
US Dollar |
|
USD |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
TOTAL CASH AND CASH EQUIVALENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LIABILITIES IN EXCESS OF OTHER ASSETS — ( |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
||||
NET ASSETS — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIK - Payment-In-Kind |
S - SOFR |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
14
AB Private Lending Fund
Notes to Unaudited Consolidated Financial Statements
September 30, 2024
Organization
AB Private Lending Fund (the “Fund”) is a non-diversified, closed-end management investment company formed as a Delaware statutory trust on June 8, 2023 (“Inception”). The Fund has elected to be regulated as a Business Development Company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund intends to elect to be treated for federal income tax purposes, and to qualify annually, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund is externally managed by AB Private Credit Investors LLC (“AB-PCI” or the “Adviser”), which is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) and an affiliate of AllianceBernstein L.P. (“AB”) and its subsidiaries. The Fund commenced operations on April 30, 2024.
The Fund’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 portfolio is expected to consist primarily of directly originated, privately negotiated corporate loans to borrowers in the US middle market, typically involving a private equity backed issuer, and in more limited instances, venture capital supported or independently owned issuers. The Fund seeks to additionally invest in broadly syndicated loans and bonds from private and public issuers to facilitate the immediate deployment of investors’ capital subscriptions, maintain liquidity requirements, and for opportunistic purposes.
Under normal circumstances, the Fund will invest at least
Private credit investments will principally rank senior in terms of liquidation priority and will mainly take the form of directly originated first lien, stretch senior and unitranche loans, along with some second lien loans, as well as broadly syndicated loans, club deals (generally investments made by a small group of investment firms) and other debt and equity securities of private U.S. middle-market companies, including equity co-investments, although the actual mix of instruments pursued will vary over time depending on the Fund’s views on how best to optimize risk-adjusted returns.
The Fund’s investment strategy will also target a minority liquid allocation to primarily broadly syndicated loans and corporate high yield bonds. The Fund intends to use these investments to facilitate the immediate deployment of investors’ capital subscriptions, to provide liquidity for its share repurchase program in the normal course, and to contribute to investment returns and income generation. When market conditions create compelling return opportunities, the Fund may also invest on an opportunistic basis in a variety of publicly traded credit securities, subject to compliance with BDC requirements to invest at least
The Fund is offering on a continuous basis up to $
The Fund has the authority to issue an number of Common Shares, $
The Fund’s fiscal year ends on December 31.
ABPLF SPV I LLC (“ABPLF”), a Delaware limited liability company, is
15
Basis of Presentation
The Fund is an investment company under accounting principles generally accepted in the United States of America (“GAAP”) and follows the accounting and reporting guidance applicable to investment companies in Financial Accounting Standards Board (“FASB”) ASC 946, Financial Services – Investment Companies. The Fund has prepared the consolidated financial statements and related financial information pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, the Fund has not included in this quarterly report all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the unaudited financial information for the interim period presented in this report reflects all normal and recurring adjustments necessary for fair statement of the periods presented. Operating results for interim periods are not necessarily indicative of operating results for an entire year.
Consolidation
The Fund will generally consolidate any wholly or substantially owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Fund’s investment operations and to facilitate the execution of the Fund’s investment strategy. Accordingly, the Fund consolidated the results of its wholly or substantially owned subsidiaries in its consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.
As of September 30, 2024, the Fund’s only consolidated subsidiary was ABPLF.
Cash and Cash Equivalents
Revenue Recognition
Investment transactions are recorded on a trade-date basis. Interest income is recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual loans to accrual status when past due principal and interest is paid and, in the management’s judgment, is likely to remain current. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Adviser and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.
Realized gains and losses on investment transactions are determined on the specific identification method.
Certain investments in debt securities may contain a contractual payment-in-kind (“PIK”) interest provision. The PIK provisions generally feature the obligation, or the option, at each interest payment date of making interest payments in (i) cash, (ii) additional debt or (iii) a combination of cash and additional debt. PIK interest, computed at the contractual rate specified in the investment’s credit agreement, is accrued as interest income and recorded as interest receivable up to the interest payment date. On the interest payment date, the accrued interest receivable attributable to PIK is added to the principal balance of the investment. When additional debt is received on the interest payment date, it typically has the same terms, including maturity dates and interest rates, as the original loan. PIK interest generally becomes due on the investment’s maturity date or call date.
The Fund may earn various fees during the life of the loans. Such fees include, but are not limited to, syndication, commitment, administration, prepayment and amendment fees, some of which are paid to the Fund on an ongoing basis. These
16
fees and any other income are recognized as earned. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.
Costs associated with entering into an investment are included in the cost of the investment, and any costs incurred relating to an unconsummated investment are expensed.
Distributions received from an equity interest, limited liability company or a limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income, realized gain/(loss) or return of capital.
Investment Transactions
Investment transactions are accounted for on trade date. Realized gains (losses) on investments sold are recorded on the basis of specific identification method for both consolidated financial statement and U.S. federal income tax purposes. Payable for investments purchased and receivable for investments sold on the consolidated statements of assets and liabilities, if any, represents the cost of purchases and proceeds from sales of investment securities, respectively, for trades that have been executed but not yet settled.
Non-Accrual Investments
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Fund may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of September 30, 2024, the Fund did not have any non-accrual investments.
Credit Facility Related Costs, Expenses, Deferred Financing Costs and Unamortized Debt Issuance Costs
The Credit Facilities (as defined in Note 4) are recorded at carrying value, which approximates fair value due to floating interest rates that are based on an index plus spread, which is typically consistent with those demanded in the market. These Credit Facilities are classified as Level 3. Interest expense and unused commitment fees on the Credit Facilities are recorded on an accrual basis. Unused commitment fees are included in interest and borrowing expenses in the consolidated statements of operations. Deferred financing costs include capitalized expenses related to the closing of the Credit Facilities. Amortization of deferred financing costs is computed on the straight-line basis over the contractual term. The amortization of such costs is included in interest and borrowing expenses in the consolidated statements of operations, with any unamortized amounts included in deferred financing costs on the consolidated statements of assets and liabilities. Debt issuance costs relating to the term loans provided by the Credit Facilities are amortized on a straight-line basis over the contractual term and included in interest and borrowing expenses in the consolidated statements of operations. The unamortized debt issuance costs are included as a direct reduction of the carrying value of the Credit Facilities (i.e., a contra liability).
Upon early termination or partial principal pay down of the term loans provided by the Credit Facilities, the unamortized costs related to the Credit Facilities are accelerated into interest and borrowing expenses on the Fund’s consolidated statements of operations.
Income Taxes
ASC 740, “Accounting for Uncertainty in Income Taxes” (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax positions. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior year), the Fund has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.
The Fund will elect to be treated and intends to continue to qualify for federal income tax purposes as a RIC under Subchapter M of the Code. So long as the Fund is able to maintain its status as a RIC, it will generally not be subject to U.S. federal income tax on the portion of its taxable income and gains distributed to its shareholders, and any tax liability related to income earned by the Fund will represent obligations of the Fund’s investors and will not be reflected on the financial statements
17
of the Fund. To qualify and maintain qualification as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements, and distribute at least 90% of its annual investment company taxable income, which is generally its net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses. In order for the Fund 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 for which it paid no U.S. federal income taxes. The Fund, 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 Fund will accrue excise tax on estimated undistributed taxable income as required. As of September 30, 2024, and December 31, 2023, the Fund had no excise tax.
The Fund may be subject to taxes imposed by countries in which the Fund invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized gain (loss) as such income and/or gains are earned.
Use of Estimates
Distributions
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to paid-in capital in excess of par or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are determined in conjunction with the preparation of the Fund’s annual RIC tax return. Distributions to common shareholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Trustees of the Fund (the “Board”) each quarter and is generally based upon the earnings estimated by the Adviser. The Fund may pay distributions to its shareholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. This excess would be a tax-free return of capital in the period and reduce the shareholder’s tax basis in its Common Shares. The Fund intends to timely distribute to its shareholders substantially all of its annual taxable income for each year, except that the Fund may retain certain net capital gains for reinvestment and, depending upon the level of the Fund’s taxable income earned in a year, the Fund may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The specific tax characteristics of the Fund’s distributions will be reported to shareholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Fund will be able to declare such distributions in future periods.
Offering Cost and Organizational Expenses
Organization expenses include, among other things, the cost of incorporating the Fund and the cost of legal services and other fees pertaining to the Fund’s organization. These costs are expensed as incurred. For the three and nine months ended September 30, 2024, the Fund incurred organizational expenses of $
18
September 30, 2023 the Fund incurred organizational expenses of $
Investment Advisory Agreement
On August 7, 2024, the Fund entered into an Amended and Restated Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser, pursuant to which the Adviser manages the Fund on a day-to-day basis. The Adviser is responsible for determining the composition of the Fund’s portfolio, making investment decisions, monitoring the Fund’s investments, performing due diligence on prospective portfolio companies, exercising voting rights in respect of portfolio securities, obtaining and managing financing facilities and other forms of leverage and providing the Fund with such other investment advisory and related services as the Fund may, from time to time, reasonably require for the investment of capital.
The Fund pays the Adviser a fee for its services under the Advisory Agreement consisting of two components, a management fee and an incentive fee. The cost of both the management fee and the incentive fee is ultimately borne by the shareholders.
Prior to the effective date of the Advisory Agreement, the Adviser provided investment advisory services pursuant to an investment advisory agreement between the Fund and the Adviser, initially effective as of April 30, 2024 (the “Prior Investment Advisory Agreement”). The terms of the Prior Investment Advisory Agreement are materially identical to the Advisory Agreement. The Prior Investment Advisory Agreement automatically terminated upon the effective date of the Advisory Agreement.
Management Fee
The management fee is payable monthly in arrears at an annual rate of
For the three and nine months ended September 30, 2024, the Fund incurred management fees of $
Incentive Fee
The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.
Incentive Fee Based on Income
The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns attributable to each class of the Fund’s Common Shares. “Pre-Incentive Fee Net Investment Income Returns” means dividends, cash interest or other distributions or other cash income and any third-party fees received from portfolio companies (such as upfront fees, commitment fees, origination fee, amendment fees, ticking fees and break-up fees, as well as prepayments premiums, but excluding fees for providing managerial assistance and fees earned by the Adviser or an affiliate in its capacity as an administrative agent, syndication agent, collateral agent, loan servicer or other similar capacity) accrued during the month, minus operating expenses for the month (including the management fee, taxes, any expenses payable under the Advisory Agreement and an administration
19
agreement with the Fund’s administrator, any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred stock, but excluding the incentive fee and shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind (“PIK”) interest and zero-coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.
The Fund pays the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:
These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.
The Fund incurred income-based incentive fees for the three and nine months ended September 30, 2024 of $
Incentive Fee Based on Capital Gains
The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals:
Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee by the applicable share class for all prior periods. The Fund accrues, but does not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Fund were to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to the Advisory Agreement be in excess of the amount permitted by the Investment Advisers Act of 1940, as amended, including Section 205 thereof.
For purposes of computing the Fund’s incentive fee on income and the incentive fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps as if the Fund owned the reference assets directly. The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated.
For the three and nine months ended September 30, 2024,the Fund incurred capital gain incentive fees of $
20
As of September 30, 2024 and December 31, 2023 incentive fee payable was $
Sub-Advisory Agreement
On August 7, 2024, the Adviser and AB (AB in its capacity as sub-adviser, “AB High Yield”) entered into an Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”), the terms of which provide AB High Yield with broad delegated authority to oversee the broadly syndicated loan and other liquid investment allocation. The Fund’s broadly syndicated loan and other liquid investments are managed by AB High Yield pursuant to the Sub-Advisory Agreement. The Adviser pays AB High Yield monthly in arrears,
Administration Agreement
On August 7, 2024, the Fund entered into an Administration Agreement with AB Private Credit Investors LLC (in its capacity as administrator, the “Administrator”). Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of the Fund’s other service providers), preparing reports to shareholders and reports filed with the SEC and other regulators, preparing materials and coordinating meetings of the Board, managing the payment of expenses, the payment and receipt of funds for investments and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Fund reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. The Fund also is liable to reimburse the Administrator for the Fund’s allocable portion of compensation of the Administrator’s personnel, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of the Administrator or any of its affiliates. The Administrator may defer or waive rights to be reimbursed for the costs and expenses noted above including the Fund’s allocable portion of compensation of the Administrator’s personnel, subject to the limitations described in the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Fund will reimburse the Administrator for any services performed for the Fund by such affiliate or third party. The Administrator hired a sub-administrator to assist in the provision of administrative services. The sub-administrator receives compensation for its sub-administrative services under a sub-administration agreement. For the three and nine months ended September 30, 2024,the Fund incurred administration expense fees of $
Costs and expenses of AB Private Credit Investors LLC in its capacity as both the Administrator and the Adviser that are eligible for reimbursement by the Fund are reasonably allocated to the Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator. The Fund does not reimburse the Administrator for any services for which it receives a separate fee, or for (a) rent, depreciation, utilities, capital equipment or other administrative items and (b) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any controlling person of the Administrator. The Administrator does not charge the Fund any fees for its services as Administrator.
Managing Dealer Agreement
On August 7, 2024, the Fund entered into a Managing Dealer Agreement with AllianceBernstein Investments, Inc. (the “Managing Dealer”), pursuant to which the Managing Dealer has agreed to, among other things, manage the Fund’s relationships with third-party brokers engaged by the Managing Dealer to participate in the distribution of Common Shares, which are referred to as “participating brokers,” and financial advisers. The Managing Dealer also coordinates the Fund’s marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of the offering, the Fund’s investment strategies, material aspects of the Fund’s operations and subscription procedures. The Adviser may use its management fee revenues, as well as its past profits or its resources from any other source to pay the Managing Dealer for expenses incurred in connection with providing services intended to result in the sale of shares of the Fund and/or shareholder support services. The Fund does not pay referral or similar fees to the Managing Dealer or any accountants, attorneys or other persons in connection with the distribution of the Fund’s shares.
21
Under the terms of the Managing Dealer Agreement, the Managing Dealer will serve as the managing dealer for the Offering.
The Managing Dealer will cease receiving the distribution and/or shareholder servicing fee on Class S shares and Class D shares upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Fund with or into another entity, or the sale or other disposition of all or substantially all of the Fund’s assets, or (iii) the date following the completion of the primary portion of the Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering is equal to
In addition, at the end of the month in which the Managing Dealer in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to any single share held in a shareholder’s account would exceed, in the aggregate,
Expense Support and Conditional Reimbursement Agreement
On August 7, 2024, the Fund entered into the Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser. Pursuant to the Expense Support Agreement, the Adviser is obligated to advance the Fund’s Operating Expenses (as defined below) (each, a “Required Expense Payment”) to the extent that such expenses exceed
The Adviser may elect to pay certain additional expenses on the Fund’s behalf, provided that no portion of the payment will be used to pay any interest expense or distribution and/or shareholder servicing fees of the Fund (a “Voluntary Expense Payment”). Any Voluntary Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Fund in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Fund to the Adviser or its affiliates.
Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Fund’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Fund shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Fund within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Fund shall be referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Fund’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Fund’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 Fund 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).
No Reimbursement Payment for any month shall be made if: (1) the Fund’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 relates, or (2) the Fund’s Operating Expense Ratio exceeds
22
The Fund’s obligation to make a Reimbursement Payment shall automatically become a liability of the Fund on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.
For the three and nine months ended September 30, 2024, the Fund is entitled to reimbursements from the Adviser in the amount of $
Transfer Agency Agreement
On August 7, 2024, the Fund and AllianceBernstein Investor Services, Inc. (“ABIS”), an affiliate of the Fund, entered into an agreement pursuant to which ABIS will provide transfer agent services to the Fund. The Fund bears the expenses related to the agreement with ABIS.
For the three and nine months ended September 30, 2024, the Fund incurred $
Co-investment Activity
Credit Facilities
Scotia Credit Facility
On May 2, 2024, the Fund entered into a Senior Secured Credit Agreement with The Bank of Nova Scotia, as the administrative agent, and the lenders party thereto from time to time (the “Scotia Credit Facility”).
The Scotia Credit Facility is expected to be guaranteed by certain of the Fund’s domestic subsidiaries that are formed or acquired by the Fund in the future (collectively, the “Guarantors”). Proceeds of the Scotia Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
The Scotia Credit Facility provides for a revolving credit facility in an initial amount of up to $
23
The availability period with respect to the revolving credit facility under the Scotia Credit Facility will terminate on May 2, 2028 (the “Commitment Termination Date”) and the Scotia Credit Facility will mature on May 2, 2029 (the “Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, the Fund will be obligated to make mandatory prepayments under the Scotia Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Fund may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Scotia Credit Facility in U.S. dollars will bear interest at either (i) term SOFR plus a margin of
The Scotia Credit Facility includes customary covenants, including certain limitations on the incurrence by the Fund of additional indebtedness and on the Fund’s ability to make distributions to its shareholders, or redeem, repurchase or retire common shares, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.
ABPLF Credit Facility
On May 2, 2024, ABPLF entered into a Credit Agreement with ABPLF as borrower, the Adviser, as collateral manager, the lenders from time to time parties thereto, The Bank of Nova Scotia, as administrative agent, U.S. Bank Trust Company, National Association, as collateral administrator and collateral agent, and U.S. Bank National Association, as custodian (the “ABPLF Credit Facility” and, together with the Scotia Credit Facility, the “Credit Facilities”). The ABPLF Credit Facility provides for a total commitment amount of up to $
The ABPLF Credit Facility is secured by ABPLF’s right, title and interest in the pledged collateral, which includes (but is not limited to): all collateral loans; the custodial accounts, the eligible accounts, and the eligible investments; cash, money, securities, reserves and other property of ABPLF; all related property; and certain agreements entered into in connection with the ABPLF Credit Facility. The stated maturity date of the ABPLF Credit Facility is May 2, 2033.
The ABPLF Credit Facility includes customary covenants, including certain limitations on the incurrence by ABPLF of additional indebtedness, as well as customary events of default.
The Fund’s outstanding borrowings through the Credit Facilities as of September 30, 2024 were as follows:
|
|
Aggregate |
|
|
Outstanding |
|
|
Amount |
|
|
Carrying |
|
||||
Scotia Credit Facility |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Scotia Term Loan |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
ABPLF Credit Facility |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ABPLF Term Loan |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
As of September 30, 2024, deferred financing costs and debt issuance costs were $
24
Interest Expense on Borrowings
For the three and nine months ended September 30, 2024, the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2024 the components of interest and other debt expenses related to the borrowings were as follows:
|
|
For the Three Months Ended |
|
|
For the Three Months Ended |
|
|
For the nine months ended September 30, 2024 |
|
|
For the Period from June 8, 2023 (Inception) to September 30, 2023 |
|
||||
Interest and borrowing expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Commitment fees |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Amortization of deferred financing costs |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Weighted average interest rate(1) (2) |
|
|
% |
|
|
— |
|
|
|
% |
|
|
— |
|
||
Average outstanding balance(2) |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
The Fund determines the NAV for each class of shares each month as of the last day of each calendar month. The NAV per share for each class of shares is determined by dividing the value of total assets attributable to the class minus liabilities, including accrued fees and expenses, attributable to the class by the total number of Common Shares outstanding of the class at the date as of which the determination is made.
The Fund conducts the valuation of its investments, upon which our NAV is based, at all times consistent with GAAP and the 1940 Act. The Fund values its investments in accordance with ASC 820, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices or values derived from such prices over entity-specific inputs. Additional information regarding the fair value hierarchy of ASC 820 follows below. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings, and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC 820, these inputs are summarized in the three levels listed below:
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.
Pursuant to the amended SEC Rule 2a-5 the 1940 Act, the Board designated the Adviser as the Fund’s “valuation designee.” In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.
25
Active, publicly traded instruments are classified as Level 1 and their values are generally based on quoted market prices, even if both the market’s normal daily trading volume is not sufficient to absorb the quantity held and placing orders to sell the position in a single transaction might affect the quoted price.
The Fund’s valuation policy considers the fact that no ready market may exist for many of the securities in which it invests and that fair value for its investments must be determined using unobservable inputs.
Investments that are listed or traded on an exchange and are freely transferrable are valued at either the closing price (in the case of securities and futures) or the mean of the closing bid and offer (in the case of options) on the principal exchange on which the investment is listed or traded. Investments for which other market quotations are readily available will typically be valued at those market quotations. To validate market quotations, the Fund uses a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Where it is possible to obtain reliable, independent market quotations from a third party vendor, the Fund will use these quotations to determine the value of its investments. The Fund utilizes mid-market pricing (i.e., mid-point of average bid and ask prices) to value these investments. The Adviser obtains these market quotations from independent pricing services, if available; otherwise from at least two principal market makers or primary market dealers. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment.
Where prices or inputs are not available, or, in the judgment of the Adviser, not reliable, valuation approaches based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or whose market prices are not readily available, as is the case for a substantial portion of the Fund’s investments, are valued at fair value as determined in good faith pursuant to procedures adopted by, and under the oversight of, the Board, based on, among other things, the input of the Adviser and independent third-party valuation firms engaged at the direction of the Board to review the Fund’s investments. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity. The Board may modify the Fund’s valuation procedures from time to time.
With respect to the quarterly valuation of investments, the Fund undertakes a multi-step valuation process each quarter in connection with determining the fair value of its investments for which reliable market quotations are not readily available as of the last calendar day of each quarter, which includes, among other procedures, the following:
When the Fund determines its NAV as of the last day of a month that is not also the last day of a calendar quarter, the Adviser’s valuation team will prepare preliminary fair value estimates for each investment consistent with the methodologies set forth in the valuation policy. If an individual asset for which reliable market quotations are not readily available is known by the Adviser’s valuation team to have experienced a significant observable change since the most recent quarter end, an independent valuation firm may from time-to-time be asked by the Adviser’s valuation team to provide an independent fair value range for such asset. The independent valuation firm will provide a final range of values for each such investment to the Adviser’s Fair Value Committee, along with analyses to support its valuation methodology and calculations.
A significant observable event generally refers to the material loss of physical assets, a payment default or payment deferral, a bankruptcy filing or a liquidity event relating to the interests held or the issuer.
26
As part of the valuation process, the Fund will take into account relevant factors in determining the fair value of its investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of: (i) the estimated enterprise value of a portfolio company, generally based on an analysis of discounted cash flows, publicly traded comparable companies and comparable transactions, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, and (v) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Fair Value Committee or its delegates will consider whether the pricing indicated by the external event corroborates its valuation.
In determining the fair value of the Fund’s Level 3 debt and equity positions, the Adviser and the independent valuation firms use the following factors where relevant: loan to value (“LTV”) based on an enterprise value determined using the original purchase price, public equity comparable, recent M&A transaction, and a discounted cash flow (“DCF”) analysis, and yields from comparable loans, comparable high yield bonds, high yield indexes and loan indexes (“comparable yields”).
Due to the inherent uncertainty of valuations, however, estimated fair values may differ from the values that would have been used had a readily available market for the securities existed and the differences could be material.
The following tables summarizes the valuation of the Fund’s investments as of September 30, 2024:
Assets* |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money Market Funds |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total Cash Equivalents |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets* |
|
|
|
|
|
|
|
|
|
|
|
|
||||
1st Lien/Senior Secured Debt |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
2nd Lien/Junior Secured Debt |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Total |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Total assets |
|
|
|
|
|
|
|
|
|
|
$ |
|
*
27
The following is a reconciliation of Level 3 Assets for the nine months ended September 30, 2024:
|
|
1st Lien/Senior |
|
|
2nd Lien/Junior |
|
|
Total |
|
|||
Balance as of January 1, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Purchases (including capitalized PIK) |
|
|
|
|
|
|
|
|
|
|||
Sales and principal repayments |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Realized gain |
|
|
|
|
|
— |
|
|
|
|
||
Net amortization of premium/discount |
|
|
|
|
|
|
|
|
|
|||
Net change in unrealized appreciation (depreciation) |
|
|
|
|
|
( |
) |
|
|
|
||
Balance as of September 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Change in unrealized appreciation (depreciation) for |
|
|
|
|
|
( |
) |
|
|
|
The following tables present the ranges of significant unobservable inputs used to value the Fund’s Level 3 investments as of September 30, 2024. There were
|
|
Fair Value as of |
|
|
Valuation Techniques |
|
Unobservable |
|
Range/Input (Weighted |
|
|
Impact to |
||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||
1st Lien/Senior Secured Debt |
|
$ |
|
|
Market Yield Analysis |
|
Market Yield |
|
|
|
Decrease |
|||
1st Lien/Senior Secured Debt |
|
$ |
|
|
Expected repayment |
|
Redemption Price |
|
N/A |
|
|
Increase |
||
1st Lien/Senior Secured Debt |
|
$ |
|
|
Recent purchase |
|
Purchase Price |
|
N/A |
|
|
N/A |
||
2nd Lien/Junior Secured Debt |
|
$ |
|
|
Market Yield Analysis |
|
Market Yield |
|
|
% |
|
Decrease |
||
Total Assets |
|
$ |
|
|
|
|
|
|
|
|
|
|
Commitments
The Fund may enter into commitments to fund investments. As of September 30, 2024 the Adviser believed that the Fund had adequate financial resources to satisfy its unfunded commitments. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement.
28
|
|
|
|
|
|
9/30/2024 |
|
|||||
Investment Name |
|
Facility Type |
|
Commitment |
|
Unfunded |
|
|
Fair Value (3) |
|
||
AAH Topco, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Admiral Buyer, Inc |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|||
Admiral Buyer, Inc |
|
Revolver |
|
|
|
|
|
|
|
|||
AmerCareRoyal, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|||
AmerCareRoyal, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
||
AmerCareRoyal, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Avalara, Inc |
|
Revolver |
|
|
|
|
|
|
|
|||
Avant Communications, LLC |
|
Revolver |
|
|
|
|
|
|
|
|||
Azurite Intermediate Holdings, Inc |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
||
Azurite Intermediate Holdings, Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Banneker V Acquisition, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Bonterra LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Brightspot Buyer, Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
BSI2 Hold Nettle, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
BusinesSolver.com, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|||
BV EMS Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|||
Community Based Care Acquisition, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Datacor, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|||
Datacor, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|||
Demeter Merger Sub LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|||
Demeter Merger Sub LLC |
|
Revolver |
|
|
|
|
|
|
|
|||
EET Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|||
Exterro, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|||
Foundation Risk Partners, Corp. |
|
Revolver |
|
|
|
|
|
|
|
|||
Fusion Holding Corp |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
GS AcquisitionCo, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|||
GS AcquisitionCo, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Hirevue, Inc., |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Honor HN Buyer, Inc |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|||
Honor HN Buyer, Inc |
|
Revolver |
|
|
|
|
|
|
|
|||
Iodine Software, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|||
Iodine Software, LLC |
|
Revolver |
|
|
|
|
|
|
|
|||
Mavenlink, Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Medical Management Resource Group, L.L.C. |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
MMP Intermediate, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
MSP Global Holdings,Inc |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
||
MSP Global Holdings,Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Nasuni Corporation |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Navigate360, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
||
Navigate360, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
NC Topco, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
||
NC Topco, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
NMI AcquisitionCo, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Ping Identity Corporation |
|
Revolver |
|
|
|
|
|
|
|
|||
Priority Ondemand Midco 2,L.P |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|||
Ranger Buyer Inc |
|
Revolver |
|
|
|
|
|
|
|
|||
Rep Tec Intermediate Holdings,Inc., |
|
Revolver |
|
|
|
|
|
|
|
|||
Ridge Trail US Bidco, Inc |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
||
Ridge Trail US Bidco, Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Sako and Partners Lower Holdings LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Sandstone Care Holdings,LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
||
Sauce Labs Inc |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
||
Sauce Labs Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Serrano Parent, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Soladoc, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Telcor Buyer Inc |
|
Revolver |
|
|
|
|
|
|
|
|||
Thrive Buyer, Inc |
|
Revolver |
|
|
|
|
|
|
|
|||
Towerco IV Holdings, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|||
Ungerboeck Systems International, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Vehlo Purchaser, LLC |
|
Revolver |
|
|
|
|
|
|
|
|||
Veracross LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Visionary Buyer LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|||
Visionary Buyer LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
||
Wealth Enhancement Group, LLC |
|
Revolver |
|
|
|
|
|
|
|
|||
Zendesk, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|||
Zendesk, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
|
|
|
( |
) |
29
Contingencies
In the normal course of business, the Fund enters into contracts that provide a variety of general indemnifications. Any exposure to the Fund under these arrangements could involve future claims that may be made against the Fund. Currently, no such claims exist or are expected to arise and, accordingly, the Fund has not accrued any liability in connection with such indemnifications.
As of September 30, 2024, the cumulative amount subject to recoupment by the Adviser amounts to $
Distribution Reinvestment Plan
On May 30, 2024, the Fund adopted a distribution reinvestment plan. See Note 2–Significant Accounting Policies–Distributions.
Transactions in Shares
The following table summarizes the total Shares issued and proceeds related to the Offering:
Share Issue Date |
|
Shares Issued |
|
|
Proceeds Received |
|
||
For the Nine Months Ended September 30, 2024 |
|
|
|
|
|
|
||
May 1, 2024 |
|
|
|
|
|
|
||
September 1, 2024 |
|
|
|
|
|
|
||
Total |
|
|
|
|
$ |
|
Share Repurchase Program
Beginning no later than the first full calendar quarter following the date on which the Offering begins, and at the discretion of the Board, the Fund intends to commence a share repurchase program in which the Fund intends to repurchase, in each quarter, up to
The Fund expects to repurchase shares pursuant to tender offers each quarter using a purchase price that will be disclosed in accordance with Securities Exchange Act of 1934, as amended (the “Exchange Act”), tender offer rules, except that shares that have not been outstanding for at least one year will be repurchased at
The Fund intends to conduct the repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by the Fund pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
30
Distributions
Distributions to shareholders are recorded on the record date. To the extent that the Fund has income available, the Fund intends to distribute monthly distributions to its shareholders. The Fund’s monthly distributions, if any, will be determined by the Board. Any distributions to the Fund’s shareholders will be declared out of assets legally available for distribution.
The following table summarizes distributions declared for the Fund's Class I shares during the nine months ended September 30, 2024:
Date Declared |
|
Record Date |
|
Payment Date |
|
Amount Per Share |
|
|
Dollar Amount |
|
||
9/27/2024 |
|
|
|
|
|
|
$ |
|
31
On May 1, 2024, the Fund acquired from Equitable Financial Life Insurance Company, an affiliated insurance company owned by Equitable Holdings, Inc. (the “Seller”), a select portfolio of directly originated, privately negotiated corporate loans to borrowers in the U.S. middle market (the “Initial Portfolio”). The Fund issued
Below is the schedule of financial highlights of the Fund for Class I shares for the nine months ended September 30, 2024:
Per Share Data: (1) |
|
|
|
|
Net asset value, beginning of period |
|
$ |
|
|
Net investment income (loss) |
|
|
|
|
Net realized and unrealized gains (losses) on |
|
|
|
|
Net increase (decrease) in net assets resulting from |
|
$ |
|
|
Distributions to stockholders |
|
$ |
( |
) |
Net asset value, end of period |
|
$ |
|
|
Shares outstanding, end of period |
|
|
|
|
Total return at net asset value before incentive fees(2)(3) |
|
|
% |
|
Total return at net asset value after incentive fees(2)(3) |
|
|
% |
|
Ratio/Supplemental Data: |
|
|
|
|
Net assets, end of period |
|
$ |
|
|
Ratio of total expenses to weighted average net assets(4) |
|
|
% |
|
Ratio of net expenses to weighted average net assets(4) |
|
|
% |
|
Ratio of net investment income (loss) before waivers to weighted average net assets (4) |
|
|
% |
|
Ratio of net investment income (loss) after waivers to weighted average net assets(4) |
|
|
% |
|
Ratio of interest and credit facility expenses to weighted average net assets(4) |
|
|
% |
|
Ratio of incentive fees to weighted average net assets(4) |
|
|
% |
|
Portfolio turnover rate |
|
|
% |
|
Asset coverage ratio(5) |
|
|
% |
32
Subsequent events after the date of the Consolidated Statements of Assets and Liabilities have been evaluated through the date the consolidated financial statements were issued.The Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.
Amended and Restated Expense Support and Conditional Reimbursement Agreement
On October 28, 2024, the Fund entered into an amended and restated expense support and conditional reimbursement agreement (the “Amended Expense Support Agreement”) with the Adviser, which amends and restates the Expense Support Agreement. The Fund entered into the Amended Expense Support Agreement for purposes of clarifying the periods for which reimbursement payment amounts will be determined. No other material terms were amended in connection with the Amended Expense Support Agreement.
33
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the Fund, its current and prospective portfolio investments, its industry, its beliefs and opinions, and its assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Fund’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
an economic downturn could impair the Fund’s portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of the Fund’s investments in such portfolio companies;
such an economic downturn could disproportionately impact the companies that the Fund intends to target for investment, potentially causing the Fund to experience a decrease in investment opportunities and diminished demand for capital from these companies;
a contraction of available credit and/or an inability to access the equity markets could impair the Fund’s lending and investment activities;
interest rate volatility could adversely affect the Fund’s results, particularly if the Fund elects to use leverage as part of its investment strategy.
the Fund’s future operating results;
the Fund’s business prospects and the prospects of the Fund’s portfolio companies;
the Fund’s contractual arrangements and relationships with third parties;
the ability of the Fund’s portfolio companies to achieve their objectives;
competition with other entities and the Fund’s affiliates for investment opportunities;
the speculative and illiquid nature of the Fund’s investments;
the use of borrowed money to finance a portion of the Fund’s investments;
the adequacy of the Fund’s financing sources and working capital;
the loss of key personnel;
the timing of cash flows, if any, from the operations of the Fund’s portfolio companies;
the ability of the Adviser and AB High Yield (as defined below) to locate suitable investments for the Fund and to monitor and administer the Fund’s investments;
the ability of the Adviser and AB High Yield to attract and retain highly talented professionals;
the Fund’s ability to qualify and maintain its qualification as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);
the effect of legal, tax and regulatory changes; and
the other risks, uncertainties and other factors the Fund identifies under “Risk Factors” in its prospectus, as filed with the SEC on August 7, 2024, as amended on August 22, 2024 and as may be amended and supplement further from time to time (the “Prospectus”).
Although the Fund believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by the Fund that the Fund’s plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Risk Factors” in the Prospectus, and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, the Fund assumes no duty and does not undertake to update the forward-looking statements. The forward-looking statements and projections contained in this Quarterly Report are
34
excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because the Fund is an investment company.
The following analysis of the Fund’s financial condition and results of operations should be read in conjunction with the Fund’s consolidated financial statements and the related notes thereto contained elsewhere in this Quarterly Report.
Overview
The Fund is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Formed as a Delaware statutory trust on June 8, 2023, the Fund is externally managed by AB Private Credit Investors LLC (the “Adviser” or “AB-PCI”), which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as investment adviser with the U.S. Securities and Exchange Commission (“SEC”). We also intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code.
Under the Fund’s Advisory Agreement (as defined below), the Fund has agreed to pay the Adviser an annual management fee as well as an incentive fee based on its investment performance. Also, under the Administration Agreement (as defined below), the Fund has agreed to reimburse the Adviser (in its capacity as administrator, the “Administrator”) for the allocable portion of expenses incurred by the Administrator in performing its obligations under the Administration Agreement. The Fund also will be liable to reimburse the Administrator for the Fund’s allocable portion of compensation of the Administrator’s personnel, including but not limited to the compensation and related expenses of the Fund’s chief compliance officer, chief financial officer and their respective staffs. The Administrator may defer or waive rights to be reimbursed for the costs and expenses noted above including the Fund’s allocable portion of compensation of the Administrator’s personnel. The Administrator will not charge the Fund any fees for its services as Administrator. AB-PCI and AB High Yield (as defined below) are both affiliates and subsidiaries of AllianceBernstein L.P. (“AB”)
The Fund’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 portfolio is expected to consist primarily of directly originated, privately negotiated corporate loans to borrowers in the US middle market, typically involving a private equity backed issuer, and in more limited instances, venture capital supported or independently owned issuers. The Fund seeks to additionally invest in broadly syndicated loans and bonds from private and public issuers to facilitate the immediate deployment of investors’ capital subscriptions, maintain liquidity requirements, and for opportunistic purposes.
The Fund’s investment strategy focuses on directly originated, privately negotiated senior secured credit investments in primarily U.S.-based middle market companies. The Fund will primarily invest in businesses with enterprise values of $200.0 million to $2.0 billion and/or EBITDA between $10.0 million and $75.0 million, at the time of investment. The enterprise value of a company is defined as equity value, plus debt, less cash and is calculated based on a range of valuation techniques, including discounted cash flows, publicly traded comparable company analysis, and comparable transactions analysis. Calculations of EBITDA may be subject to various adjustments deemed appropriate by AB-PCI. Examples include, but are not limited to, non-cash expenses, non-recurring expenses, expected synergies or cost reductions, run-rate impact of new locations or assets, and acquisition or disposition related adjustments. The Fund may invest in larger or smaller companies if they operate in a sector where AB-PCI has expertise and/or exhibit credit characteristics consistent with our investment process, and where we believe an attractive relative risk-adjusted return can be generated for investors.
The Fund is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). For so long as the Fund remains an emerging growth company under the JOBS Act, the Fund will be subject to reduced public company reporting requirements. The Fund expects to remain an emerging growth company until the earliest of:
35
Under the JOBS Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Fund is exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that the Fund’s independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting, until such time as the Fund ceases to be an emerging growth company and becomes an accelerated filer as defined in Rule 12b-2 under the Exchange Act. This may increase the risk that material weaknesses or other deficiencies in the Fund’s internal control over
financial reporting go undetected.
Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Fund intends to take advantage of the extended transition period.
Initial Portfolio
On May 1, 2024, shortly prior to our election to be regulated as a BDC, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, the Fund acquired from Equitable Financial Life Insurance Company, an affiliated insurance company owned by Equitable Holdings, Inc. (the “Seller”), a select portfolio of directly originated, privately negotiated corporate loans to borrowers in the U.S. middle market (the “Initial Portfolio”). The Fund issued 4,400,000 Class I shares at $25.00 per share and used $171.3 million of $178.0 million total borrowings under the Scotia Credit Facility (as defined below), to purchase the Initial Portfolio from the Seller for an aggregate purchase price of $281.3 million. The Fund purchased the Initial Portfolio pursuant to the terms of an Asset Purchase Agreement and a Subscription Agreement by and between us and the Seller.
The Initial Portfolio is comprised of performing U.S. dollar-denominated private credit investments that the Fund believes exhibit attractive risk-adjusted returns, diversification and qualities consistent with those prioritized by AB-PCI during the investment process. The investments and unfunded obligations in the Initial Portfolio are consistent with the Fund’s investment objectives, investment strategy and the investment requirements set forth under the 1940 Act and were selected using the same origination standards and selective investment approach that the Adviser intends to employ for the Fund going forward.
Investments
Under normal circumstances, the Fund will invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit and credit-related instruments issued by corporate issuers (including loans, notes, bonds and other corporate debt securities). If the Fund changes its 80% test, it will provide shareholders with at least 60 days’ prior notice of such change. The Fund’s level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.
Revenues
The Fund plans to generate revenue in the form of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. The Fund’s senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of the Fund’s investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, the Fund may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. The Fund will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.
Expenses
Except as specifically provided below, all investment professionals and staff of the Adviser and AB (in its capacity as sub-adviser of the Fund, “AB HighYield”), when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits of such personnel allocable to such services, will be provided and paid for by the Adviser and the Sub-Adviser, as applicable. We will bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement, dated August 7, 2024, between the Fund and the Adviser (the “Advisory Agreement”), and to AB High Yield, pursuant to
36
the Sub-Advisory Agreement, dated August 7, 2024, between the Adviser and AB High Yield; (b) the costs and expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, dated August 7, 2024, by and between the Fund and the Administrator. We also will be liable to reimburse the Administrator for the Fund’s allocable portion of compensation of the Administrator’s personnel, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of AB-PCI or any of its affiliates. The Administrator may defer or waive rights to be reimbursed for the costs and expenses noted above including the Fund’s allocable portion of compensation of the Administrator’s personnel; and (c) all other expenses of our operations, administrations and transactions.
From time to time, AB-PCI (in its capacity as the Adviser and the Administrator), AB High Yield or their affiliates may pay third-party providers of goods or services. We will reimburse AB-PCI (in its capacity as the Adviser and the Administrator), AB High Yield or such affiliates thereof for any such amounts paid on our behalf. From time to time, AB-PCI (in its capacity as the Adviser and the Administrator) and AB High Yield may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject to the cap on organization and offering expenses described in “Item 1. Financial Statements-Notes to Financial Statements-Note 3. Related Party Transactions”.
Expense Support and Conditional Reimbursement Agreement
We have entered into an Expense Support and Conditional Reimbursement Agreement with our Adviser. For additional information, see “Item 1. Financial Statements—Notes to Financial Statement—Note 3 Related Party Transactions – Expense Support and Conditional Reimbursement Agreement.”
Recent Developments
See “Item 1. Financial Statement—Notes to Financial Statement—Note 10. Subsequent Events” for a summary of recent developments.
Activity
The following table presents certain information regarding the Fund’s portfolio and investment activity:
|
|
For the Three Months Ended |
|
|
|
For the nine months ended September 30, 2024 |
|
|
|
For the Three Months Ended |
|
|
For the |
|
||||
Investments in Portfolio Companies |
|
$ |
(4,994,083 |
) |
(1) |
|
$ |
(286,455,723 |
) |
(1) |
|
$ |
— |
|
|
$ |
— |
|
Draw Downs against Revolvers and Delayed |
|
|
(1,735,789 |
) |
|
|
|
(4,122,936 |
) |
|
|
|
— |
|
|
|
— |
|
Principal Repayments |
|
|
20,544,827 |
|
(3) |
|
|
23,714,627 |
|
(2) |
|
|
— |
|
|
|
— |
|
Sales |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
Net Repayments (Investments) |
|
$ |
13,814,955 |
|
|
|
$ |
(266,864,032 |
) |
|
|
$ |
— |
|
|
$ |
— |
|
The following table shows the composition of the investment portfolio and associated yield data as of September 30, 2024:
|
|
As of September 30, 2024 |
|
|||||||||||||||||
|
|
Amortized Cost |
|
|
Percentage |
|
|
Fair Value |
|
|
Percentage |
|
|
Weighted |
|
|||||
First Lien Senior Secured Debt |
|
$ |
266,083,265 |
|
|
|
93.09 |
% |
|
$ |
266,501,331 |
|
|
|
93.10 |
% |
|
|
11.71 |
% |
Second Lien Junior Secured Debt |
|
|
907,478 |
|
|
|
0.32 |
% |
|
|
901,862 |
|
|
|
0.32 |
% |
|
|
16.69 |
% |
Cash and Cash equivalents |
|
|
18,856,594 |
|
|
|
6.60 |
% |
|
|
18,856,594 |
|
|
|
6.59 |
% |
|
|
|
|
Total |
|
$ |
285,847,337 |
|
|
|
100.00 |
% |
|
$ |
286,259,787 |
|
|
|
100.00 |
% |
|
|
|
37
The following table presents certain selected financial information regarding the debt investments in the Fund’s portfolio as of September 30, 2024:
|
|
As of |
|
|
Number of portfolio companies |
|
|
73 |
|
Percentage of debt bearing a floating rate(1) |
|
|
100 |
% |
Percentage of debt bearing a fixed rate(1) |
|
|
— |
% |
The following table shows the amortized cost and fair value of the Fund’s performing and non-accrual debt investments as of September 30, 2024:
|
|
Amortized Cost |
|
|
Percentage of Total |
|
|
Fair Value |
|
|
Percentage of Total |
|
||||
Performing |
|
$ |
266,990,743 |
|
|
|
100 |
% |
|
$ |
267,403,193 |
|
|
|
100 |
% |
Non-accrual |
|
$ |
— |
|
|
|
— |
% |
|
$ |
— |
|
|
|
— |
% |
Total |
|
$ |
266,990,743 |
|
|
|
100 |
% |
|
$ |
267,403,193 |
|
|
|
100 |
% |
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Fund may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection.
The following tables show the composition of the investment portfolio (excluding cash and cash equivalents) by industry, at amortized cost and fair value as of September 30, 2024 (with corresponding percentage of total portfolio investments):
|
|
As of September 30, 2024 |
|
|||||||||||||
|
|
Amortized Cost |
|
|
Percentage of Total |
|
|
Fair Value |
|
|
Percentage of Total |
|
||||
Auto Components |
|
$ |
5,415,302 |
|
|
|
2.03 |
% |
|
$ |
5,416,161 |
|
|
|
2.03 |
% |
Automobiles |
|
|
5,447,717 |
|
|
|
2.04 |
% |
|
|
5,499,999 |
|
|
|
2.06 |
% |
Banks |
|
|
3,985,458 |
|
|
|
1.49 |
% |
|
|
4,031,681 |
|
|
|
1.51 |
% |
Capital Markets |
|
|
777,202 |
|
|
|
0.29 |
% |
|
|
777,195 |
|
|
|
0.29 |
% |
Chemicals |
|
|
5,437,241 |
|
|
|
2.04 |
% |
|
|
5,500,000 |
|
|
|
2.06 |
% |
Commercial Services & Supplies |
|
|
16,416,771 |
|
|
|
6.15 |
% |
|
|
16,463,832 |
|
|
|
6.16 |
% |
Construction & Engineering |
|
|
4,112,521 |
|
|
|
1.54 |
% |
|
|
4,133,187 |
|
|
|
1.55 |
% |
Diversified Consumer Services |
|
|
16,868,688 |
|
|
|
6.32 |
% |
|
|
16,884,742 |
|
|
|
6.31 |
% |
Diversified Financial Services |
|
|
15,104,518 |
|
|
|
5.66 |
% |
|
|
15,156,945 |
|
|
|
5.67 |
% |
Diversified Telecommunication Services |
|
|
33,958,941 |
|
|
|
12.72 |
% |
|
|
34,102,428 |
|
|
|
12.75 |
% |
Food & Staples Retailing |
|
|
2,047,865 |
|
|
|
0.77 |
% |
|
|
2,047,865 |
|
|
|
0.77 |
% |
Health Care Equipment & Supplies |
|
|
5,455,385 |
|
|
|
2.04 |
% |
|
|
5,453,705 |
|
|
|
2.04 |
% |
Health Care Providers & Services |
|
|
27,782,140 |
|
|
|
10.41 |
% |
|
|
27,682,440 |
|
|
|
10.35 |
% |
Health Care Technology |
|
|
15,616,159 |
|
|
|
5.85 |
% |
|
|
15,713,284 |
|
|
|
5.88 |
% |
Hotels, Restaurants & Leisure |
|
|
8,465,913 |
|
|
|
3.17 |
% |
|
|
8,516,030 |
|
|
|
3.18 |
% |
Insurance |
|
|
13,765,348 |
|
|
|
5.16 |
% |
|
|
13,727,207 |
|
|
|
5.13 |
% |
Internet and Direct Marketing Retail |
|
|
5,314,392 |
|
|
|
1.99 |
% |
|
|
5,400,413 |
|
|
|
2.02 |
% |
Leisure Products |
|
|
1,154,763 |
|
|
|
0.43 |
% |
|
|
1,153,352 |
|
|
|
0.43 |
% |
Media |
|
|
2,004,619 |
|
|
|
0.75 |
% |
|
|
2,016,550 |
|
|
|
0.75 |
% |
Professional Services |
|
|
16,886,094 |
|
|
|
6.32 |
% |
|
|
16,945,467 |
|
|
|
6.34 |
% |
Real Estate Management & Development |
|
|
7,354,794 |
|
|
|
2.75 |
% |
|
|
7,338,257 |
|
|
|
2.74 |
% |
Software |
|
|
37,486,932 |
|
|
|
14.04 |
% |
|
|
37,286,177 |
|
|
|
13.94 |
% |
Technology Hardware, Storage & Peripherals |
|
|
16,131,980 |
|
|
|
6.04 |
% |
|
|
16,156,276 |
|
|
|
6.04 |
% |
|
|
$ |
266,990,743 |
|
|
|
100.00 |
% |
|
$ |
267,403,193 |
|
|
|
100.00 |
% |
38
The Adviser monitors the Fund’s portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Adviser has several methods of evaluating and monitoring the performance and fair value of the Fund’s investments, which may include the following:
Results of Operations
The following is a summary of the Fund’s operating results for the three and nine months ended September 30, 2024, the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023:
|
|
For the Three Months Ended |
|
|
For the Nine Months Ended |
|
|
For the |
|
|
For the Three Months Ended |
|
||||
Total investment income |
|
$ |
8,290,955 |
|
|
$ |
13,987,740 |
|
|
$ |
— |
|
|
$ |
— |
|
Total expenses |
|
|
5,740,799 |
|
|
|
10,559,336 |
|
|
|
463,345 |
|
|
|
186,136 |
|
Less: expenses reimbursed by the Adviser |
|
|
(994,736 |
) |
|
|
(2,647,524 |
) |
|
|
(463,345 |
) |
|
|
(186,136 |
) |
Income tax expense, including excise tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net investment income after tax |
|
|
3,544,892 |
|
|
|
6,075,928 |
|
|
|
— |
|
|
|
— |
|
Net realized and change in unrealized gains (losses) on investment transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized gain (loss) from: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized and change in unrealized appreciation |
|
|
42,761 |
|
|
|
419,622 |
|
|
|
— |
|
|
|
|
|
Net increase in net assets resulting from operations |
|
$ |
3,587,653 |
|
|
$ |
6,495,550 |
|
|
$ |
— |
|
|
$ |
— |
|
Investment Income
For the three and nine months ended September 30, 2024, the Fund’s investment income was comprised of $8,090,678 of interest income, which includes $455,545 from the net amortization of premium and accretion of discounts, $190,666 of payment-in-kind interest, and $130,577 of dividend income for both periods. For the three months ended September 30,2023, and the period from June 8, 2023 (Inception) to September 30, 2023 the Fund did not earn any investment income.
39
Operating Expenses
The following is a summary of the Fund’s operating expenses for the three and nine months ended September 30, 2024, the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023:
|
|
For the Three Months Ended |
|
|
For the nine months ended September 30, 2024 |
|
|
For the Three Months Ended |
|
|
For the |
|
||||
Interest and borrowing expenses |
|
$ |
3,766,030 |
|
|
$ |
6,468,888 |
|
|
$ |
— |
|
|
$ |
— |
|
Organizational expense |
|
|
— |
|
|
|
851,735 |
|
|
|
186,136 |
|
|
|
463,345 |
|
Offering fee expense |
|
|
276,674 |
|
|
|
639,219 |
|
|
|
— |
|
|
|
— |
|
Income-based incentive fee |
|
|
327,114 |
|
|
|
327,114 |
|
|
|
— |
|
|
|
— |
|
Other expenses |
|
|
224,152 |
|
|
|
599,293 |
|
|
|
— |
|
|
|
— |
|
Management fees |
|
|
359,762 |
|
|
|
590,752 |
|
|
|
— |
|
|
|
— |
|
Professional fees |
|
|
730,201 |
|
|
|
927,257 |
|
|
|
— |
|
|
|
— |
|
Trustees’ fees |
|
|
51,522 |
|
|
|
102,625 |
|
|
|
— |
|
|
|
— |
|
Capital Gain Incentive fees |
|
|
5,344 |
|
|
|
52,453 |
|
|
|
— |
|
|
|
— |
|
Total expenses |
|
|
5,740,799 |
|
|
|
10,559,336 |
|
|
|
186,136 |
|
|
|
463,345 |
|
Income tax expense, including excise tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total expenses |
|
$ |
5,740,799 |
|
|
$ |
10,559,336 |
|
|
$ |
— |
|
|
$ |
463,345 |
|
Interest and Borrowing Expenses
Interest and borrowing expenses include interest, amortization of deferred financing costs, upfront commitment fees and unused fees on the unused portion of the Credit Facilities. Interest and borrowing expenses for the three and nine months ended September 30, 2024 were $3,766,030 and $6,468,888 respectively. The weighted average interest rate for the three and nine months ended September 30, 2024 was 8.71% and 8.94%, respectively. For the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023 the Fund did not incur any interest and borrowing expenses.
Management Fee
The gross management fee expenses for the three and nine months ended September 30, 2024 was $359,762 and $590,752, respectively. For the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023 the Fund did not incur any management fees.
Net Change in Unrealized Appreciation (Depreciation) on Investments
For the three and nine months ended September 30, 2024, the Fund had $35,589 and $412,450, respectively, in net change in unrealized appreciation on $267,403,193 of investments in 73 portfolio companies. Net change in unrealized appreciation for the period for the three and nine months ended September 30, 2024, resulted from an increase in fair value, primarily due to positive valuation adjustments on level 3 securities. For the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023 the Fund did not incur any unrealized appreciation or deprecation.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three and nine months ended September 30, 2024, the net increase in net assets resulting from operations was $3,587,653 and $6,495,550, respectively . Based on the weighted average shares of common stock outstanding for the three and nine months ended September 30, 2024, the Fund’s per share net increase in net assets resulting from operations was $0.82 and $1.48 respectively. For the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023 there was no change in net assets.
Cash Flows
For the nine months ended September 30, 2024, cash increased by $18,856,594. During the same period, cash used in operating activities was $145,157,821, primarily as a result of net purchases of investments. The Fund provided $164,014,415 from financing
40
activities, primarily from net borrowings on the Credit Facilities and issuance of Common Shares. For the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023 the Fund did not have any cash flows.
Hedging
The Fund may enter into interest rate, foreign exchange, and/or other derivative arrangements to hedge against interest rate, currency, and/or other credit related risks through the use of futures, options and forward contracts. These hedging activities will be subject to the applicable legal and regulatory compliance requirements; however, there can be no assurance any hedging strategy employed will be successful. The Fund may also seek to borrow capital in local currency as a means to hedging non-U.S. dollar denominated investments. For the nine months ended September 30, 2024 and for the period from June 8, 2023 (inception) to September30, 2023 the Fund did not enter into any hedging contracts.
Financial Condition, Liquidity and Capital Resources
As of September 30, 2024 and December 31, 2023 the Fund had $18,856,594 and $0 in cash and cash equivalents, respectively. The Fund expects to generate cash primarily from (i) the net proceeds of the Offering, (ii) cash flows from the Fund’s operations, (iii) any financing arrangements now existing or that the Fund may enter into in the future and (iv) any future offerings of the Fund’s equity or debt securities. The Fund intends to sell its shares on a continuous monthly basis at a per share price equal to the then-current NAV per share.
The Fund’s primary uses of cash will be for (i) investments in portfolio companies and other investments, (ii) the cost of operations (including paying AB-PCI (in its capacity as the Adviser and the Administrator) or AB High Yield), (iii) cost of any borrowings or other financing arrangements and (iv) cash distributions to the holders of our Common Shares.
Cash and cash equivalents as of September 30, 2024, taken together with the Fund’s $82,500,000 undrawn amount on its Credit Facilities, is expected to be sufficient for the Fund’s investing activities and to conduct the Fund’s operations for at least the next twelve months.
A deterioration in economic conditions or any other negative economic developments could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we have previously obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.
As of September 30, 2024, the Fund has unfunded commitments to fund future investments in the amount of $23,278,849 and contractual obligations in the form of Credit Facilities of $167,500,000.
Equity Activity
The Fund can offer up to $1,000,000,000 of Common Shares in the Offering on a “best efforts” basis through AllianceBernstein Investments, Inc., the Managing Dealer, a registered broker-dealer.
On April 30, 2024, AB contributed $10,000 of capital to the Fund. In exchange for this contribution, AB received 400 Shares at $25 per Share.
On May 1, 2024, the Fund issued 4,400,000 Class I Shares at $25.00 per share. The Fund redeemed all of the Common Shares issued to AB and repaid AB $10,000.
During September 2024, the Fund issued 34,393 Class I Shares at $25.00 per share.
There was no other equity activity during the three and nine months ended September 30, 2024.
Co-Investment Relief
The Fund may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the trustees who are not interested persons, and in some cases, the prior approval of the SEC. The Fund, the Adviser and certain of their affiliates have been granted exemptive relief by the SEC for the Fund to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Fund’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, the Fund generally is permitted to
41
co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board makes certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Fund and its shareholders and do not involve overreaching of the Fund or its shareholders by another participant in the co-investment transaction, (2) the transaction is consistent with the interests of the Fund’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Fund, and the Fund’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing and (4) the proposed investment by the Fund would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. As a result of exemptive relief, there could be significant overlap in the Fund’s investment portfolio and the investment portfolio of other funds managed by the Adviser or its affiliates that could avail themselves of the exemptive relief and that have an investment objective similar to the Fund’s.
Borrowings
Scotia Credit Facility
On May 2, 2024, the Fund entered into a Senior Secured Credit Agreement with The Bank of Nova Scotia, as the administrative agent, and the lenders party thereto from time to time (the “Scotia Credit Facility”).
The Scotia Credit Facility will be guaranteed by certain of the Fund’s domestic subsidiaries that are formed or acquired by the Fund in the future (collectively, the “Guarantors”). Proceeds of the Scotia Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
The Scotia Credit Facility provides for a revolving credit facility in an initial amount of up to $75,000,000, subject to availability under the borrowing base, which is based on the Fund’s portfolio investments and other outstanding indebtedness. Maximum capacity under Scotia Credit Facility may be increased to $400,000,000 through the exercise by the Fund of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Scotia Credit Facility also provides for a term loan in an aggregate principal amount of $25,000,000. The Scotia Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Fund and each Guarantor, subject to certain exceptions, and includes a $15,000,000 sublimit for swingline loans.
The availability period with respect to the revolving credit facility under the Scotia Credit Facility will terminate on May 2, 2028 (the “Commitment Termination Date”) and the Scotia Credit Facility will mature on May 2, 2029 (the “Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, the Fund will be obligated to make mandatory prepayments under the Scotia Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Fund may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Scotia Credit Facility in U.S. dollars will bear interest at either (i) term SOFR plus a margin of 2.150% per annum, or (ii) the alternate base rate plus a margin of 1.150% per annum. The Fund may elect either the term SOFR or alternate base rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Fund’s option, subject to certain conditions. Amounts drawn under the Scotia Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin (including any applicable credit spread adjustment). The Fund will also pay a fee of 0.375% on daily undrawn amounts under the Scotia Credit Facility.
The Scotia Credit Facility includes customary covenants, including certain limitations on the incurrence by the Fund of additional indebtedness and on the Fund’s ability to make distributions to its shareholders, or redeem, repurchase or retire Common Shares, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.
ABPLF Credit Facility
On May 2, 2024, ABPLF entered into a Credit Agreement with ABPLF as borrower, the Adviser, as collateral manager, the lenders from time to time parties thereto, The Bank of Nova Scotia, as administrative agent, U.S. Bank Trust Company, National Association, as collateral administrator and collateral agent, and U.S. Bank National Association, as custodian (the “ABPLF Credit Facility” and, together with the Scotia Credit Facility, the “Credit Facilities”). The ABPLF Credit Facility provides for a total
42
commitment amount of up to $200,000,000, which is split between the Class A-R Loans and the Swingline Loans, on a revolving basis, and in the case of the Class A-T Loans, on a term basis. The total Class A-R commitment as of the closing date is $25,000,000 and will increase automatically to (x) $50,000,000 on the two-month anniversary of the closing date and (y) $100,000,000 on the eight-month anniversary of the closing date. The total Class A-T commitment as of the closing date is $100,000,000. Amounts drawn under the ABPLF Credit Facility, will bear interest at either the Term SOFR Reference Rate, or the weighted average of the Commercial Paper Rate, the Liquidity Funding Rate and the Credit Funding Rate (each as defined in the ABPLF Credit Agreement, the “Applicable Rate”), in each case, plus a margin. Advances used to finance the purchase or origination of any eligible loans under the ABPLF Credit Facility initially bear interest at the Applicable Rate plus a spread of 2.50%. After the expiration of a two-year reinvestment period, the applicable margin on outstanding advances will be increased by 0.50% per annum. The availability period with respect to the revolving commitments under the ABPLF Credit Facility will terminate on May 2, 2026.
The ABPLF Credit Facility is secured by ABPLF’s right, title and interest in the pledged collateral, which includes (but is not limited to): all collateral loans; the custodial accounts, the eligible accounts, and the eligible investments; cash, money, securities, reserves and other property of ABPLF; all related property; and certain agreements entered into in connection with the ABPLF Credit Facility. The stated maturity date of the ABPLF Credit Facility is May 2, 2033.
The ABPLF Credit Facility includes customary covenants, including certain limitations on the incurrence by ABPLF of additional indebtedness, as well as customary events of default.
Asset Coverage
The Fund is permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to its common shares if its asset coverage, as defined in the 1940 Act, would at least equal 150% immediately after each such issuance. On July 23, 2024, the Fund’s sole shareholder approved the adoption of this 150% threshold pursuant to Section 61(a)(2) of the 1940 Act and such election became effective the following day. As defined in the 1940 Act, asset coverage of 150% for preferred shares means that for every $100 of net assets the Fund holds, it may raise $200 from borrowing and issuing senior securities representing stock. Asset coverage of 150% for indebtedness means that for every $100 of net assets the Fund holds, it may raise $200 from borrowing. In addition, while any senior securities remain outstanding, the Fund will be required to make provisions to prohibit any dividend distribution to the Fund’s shareholders or the repurchase of such securities or shares unless it meets the applicable asset coverage ratios at the time of the dividend distribution or repurchase. The Fund will also be permitted to borrow amounts up to 5% of the value of its total assets for temporary or emergency purposes, which borrowings would not be considered senior securities. Leverage embedded or inherent in derivative instruments in which the Fund may invest are not subject to such asset coverage requirements.
As of September 30, 2024, the Fund had an aggregate principal amount of $167,500,000 of borrowings under the Credit Facilities and had an asset coverage ratio of 166%.
Critical Accounting Estimates
Valuation of Investments
The Fund measures the value of its investments at fair value accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or “ASC Topic 820,” issued by the Financial Accounting Standards Board, or “FASB.” Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Pursuant to the amended SEC Rule 2a-5 of the 1940 Act, the Board designated the Adviser as the Fund’s “valuation designee.” In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight. Investments are valued at fair value as determined in good faith by our Adviser, as valuation designee, based on input of management, the audit committee and independent valuation firms that have been engaged to assist in the valuation of each portfolio investment without a readily available market quotation under a valuation policy. The Adviser principally carries out its fair value responsibilities through its Valuation Sub-Committee. This valuation process is conducted at the end of each fiscal quarter.
The audit committee of the Board (the “Audit Committee”) is also responsible for assisting the Adviser, as valuation designee in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which
43
market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, the Adviser, as valuation designee and its senior investment team and independent valuation firms, is responsible for determining in good faith the fair value in accordance with the valuation policy approved by the Board. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. The Fund considers a range of fair values based upon the valuation techniques utilized and selects the value within that range that was most representative of fair value based on current market conditions as well as other factors the Adviser’s senior investment team considers relevant.
ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below:
44
Level 1 – Quoted prices in active markets for identical investments.
Level 2 – Other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3 – Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments at the reporting date).
The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. If a fair value measurement uses price data vendors or observable market price quotations, that measurement is a Level 2 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability.
The determination of what constitutes “observable” requires significant judgment by the Fund. The Fund considers observable data to be that market data that 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.
Because of the inherent uncertainty of valuation for all fair value investments and interests, the Board’s determination of fair value may differ from the values that would have been used had a ready market existed, or that could have been (or will be) realized in an actual sale, and such differences could be material.
The value of any investment on any valuation date is intended to represent the fair value of such investment on such date based upon the amount at which the investment could be exchanged between willing parties, other than in a forced liquidation sale, and reflects the Board’s determination of fair value using the methodology described herein. Any valuation of an investment may not reflect the actual amount received by the Fund upon the liquidation of such investment.
The Fund’s investments will be primarily loans made to middle-market companies. These investments are mostly considered Level 3 assets under ASC Topic 820 because there is not usually a known or accessible market or market indices for these types of debt instruments and, thus, the Adviser’s senior investment team must estimate the fair value of these investment securities based on models utilizing unobservable inputs.
Management and Incentive Fees
The Fund will accrue for the base management fee and incentive fee. The accrual for the incentive fee includes the recognition of the incentive fee on unrealized capital gains, even though such incentive fee is neither earned nor payable to the Adviser until the gains are both realized and in excess of unrealized depreciation on investments. The amount of capital gains incentive fee expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Fund’s portfolio as of period end and the termination of the Second Amended and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Fund’s overall investment results.
Federal Income Taxes
The Fund intends to be to be treated, and to qualify annually thereafter, as a RIC under Subchapter M of the Code. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its shareholders. The Fund intends to distribute sufficient dividends to maintain its RIC status each year and the Fund does not anticipate paying any material federal income taxes in the future.
45
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Fund is subject to financial market risks, including changes in interest rates. To the extent that the Fund borrows money to make investments, the Fund’s net investment income is dependent upon the difference between the rate at which the Fund borrows funds and the rate at which the Fund invests these funds. In periods of rising interest rates, the Fund’s cost of funds would increase, which may reduce the Fund’s net investment income. Because the Fund expects that most of its investments will bear interest at floating rates, the Fund anticipates that an increase in interest rates would have a corresponding increase in the Fund’s interest income that would eventually offset any increase in the Fund’s cost of funds and, thus, net investment income would not be reduced significantly. The timing of interest rate resets on the Fund’s investments and the Fund’s debt may differ leading to a temporary increase or decrease in net investment income. However, there can be no assurance that a significant change in market interest rates will not have an adverse effect on the Fund’s net investment income. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to rising inflation, which has resulted in an increase in the level of volatility across such markets and a general decline in the value of the securities held by the Fund.
The Fund will primarily invest in illiquid debt securities of private companies. Because the Fund expects that there will not be a readily available market for many of the investments in the Fund’s portfolio, the Fund expects to value many of its portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
In connection with rising inflation, the U.S. Federal Reserve and other central banks have increased interest rates. A prolonged increase in interest rates could results in an increase in the Fund’s non-performing assets and a decrease in the value of its portfolio because the portfolio companies paying interest at such increasing floating rates may be unable to meet higher payment obligations. In periods of rising interest rates, the Fund’s cost of funds would increase, which, if not matched with the rising interest rates of its performing floating-rate assets, could result in a decrease in its net investment income. Incurring additional leverage will magnify the impact of an increase to the Fund’s cost of funds. A decrease in interest rates may reduce net income, because new investments may be made at lower rates despite the increased demand for the Fund’s capital that the decrease in interest rates may produce.
In addition, although the Fund does not currently intend to make investments that are denominated in a foreign currency, to the extent it does, the Fund will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.
The Fund may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate the Fund against adverse changes in interest rates, they may also limit the Fund’s ability to participate in benefits of lower interest rates with respect to the Fund’s portfolio of investments with fixed interest rates.
Assuming that the consolidated statement of assets and liabilities as of September 30, 2024, were to remain constant and that the Fund took no actions to alter its existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.
Change in Interest Rates |
|
Increase (Decrease) in |
|
|
Increase (Decrease) in |
|
|
Net Increase (Decrease) in |
|
|||
Down 300 basis points |
|
|
(8,075,880 |
) |
|
|
(5,025,000 |
) |
|
|
(3,050,880 |
) |
Down 200 basis points |
|
|
(5,383,920 |
) |
|
|
(3,350,000 |
) |
|
|
(2,033,920 |
) |
Down 100 basis points |
|
|
(2,691,960 |
) |
|
|
(1,675,000 |
) |
|
|
(1,016,960 |
) |
Down 25 basis points |
|
|
(673,424 |
) |
|
|
(418,750 |
) |
|
|
(254,674 |
) |
Up 100 basis points |
|
|
2,693,697 |
|
|
|
1,675,000 |
|
|
|
1,018,697 |
|
Up 200 basis points |
|
|
5,387,394 |
|
|
|
3,350,000 |
|
|
|
2,037,394 |
|
Up 300 basis points |
|
|
8,081,092 |
|
|
|
5,025,000 |
|
|
|
3,056,092 |
|
The above outcomes are estimates based on models that use assumptions, and such assumptions may not hold true should any of the listed scenarios occur. The table should be read in conjunction with the “Forward-Looking Statements” section to this Quarterly Report.
46
Item 4. Controls and Procedures
As of the end of the period covered by this report, the Fund carried out an evaluation, under the supervision and with the participation of the Fund’s management, including the Fund’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Fund’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Fund’s Chief Executive Officer and Chief Financial Officer have concluded that the Fund’s current disclosure controls and procedures are effective in timely alerting them to material information relating to the Fund that is required to be disclosed by the Fund in the reports it files or submits under the Exchange Act.
There have been no changes in the Fund’s internal control over financial reporting that occurred during the Fund’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Fund is not currently subject to any material legal proceedings, nor, to the Fund’s knowledge, is any material legal proceeding threatened against the Fund. From time to time, the Fund may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Fund’s rights under contracts with its portfolio companies. The Fund’s business is also subject to extensive regulation, which may result in regulatory proceedings against the Fund. While the outcome of these legal proceedings cannot be predicted with certainty, the Fund does not expect that these proceedings will have a material effect upon its financial condition or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed under the heading “Risk Factors” in the Prospectus, which could materially affect the Fund’s business, financial condition and/or operating results. The risks described in the Prospectus are not the only risks the Fund faces. Additional risks and uncertainties that are not currently known to the Fund or that the Fund currently deems to be immaterial also may materially adversely affect the Fund’s business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Except as previously reported by the Fund on its current reports on Form 8-K, the Fund did not sell any securities during the period covered by this Quarterly Report that were not registered under the Securities Act.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
47
Item 5. Other Information
Insider Trading Arrangements and Policies
For the fiscal quarter ended September 30, 2024, none of the Fund’s trustees or officers
Item 6. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
10.1 |
|
|
|
31.1 |
|
|
|
31.2 |
|
|
|
32.1 |
|
|
|
101.INS |
Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document* |
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document* |
|
|
104 |
Cover Page formatted as Inline XBRL and contained in Exhibit 101* |
* Filed herewith
48
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.
|
|
|
AB PRIVATE LENDING FUND |
|
|||
Date: November 14, 2024 |
|
By: |
/s/ J. Brent Humphries |
|
|
|
J. Brent Humphries |
|
|
|
President and Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
|||
Date: November 14, 2024 |
|
By: |
/s/ Wesley Raper |
|
|
|
Wesley Raper |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
49