false12/31Q30001982701TexasUnlimited0001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Wealth Enhancement Group, LLC | Diversified Financial Services | Revolver | (S + 5.50%; 1.00% Floor) | 10/2/20272024-09-3000019827012024-04-302024-04-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Honor HN Buyer, Inc. | Health Care Providers & Services | Term Loan | 10.50% (S + 5.75%; 1.00% Floor) | 10/15/20272024-09-300001982701ck0001982701:ManagingDealerAgreementMemberck0001982701:CommonClassDMember2024-08-072024-08-070001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:ExterroIncMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ping Identity Holding Corp. | Software | Term Loan | 9.35% (S + 4.75%; 0.75% Floor) | 10/17/20292024-09-300001982701ck0001982701:CapitalGainsIncentiveFeeMember2024-07-012024-09-300001982701ck0001982701:HirevueIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701us-gaap:MeasurementInputCommodityMarketPriceMemberus-gaap:FairValueInputsLevel3Membersrt:MinimumMemberck0001982701:DecreaseOnImpactMemberck0001982701:FirstLienseniorSecuredDebtMemberck0001982701:MarketYieldAnalysisMemberus-gaap:SeniorDebtObligationsMember2024-01-012024-09-300001982701ck0001982701:DatacorIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701ck0001982701:AggregateFairValueSecuritiesMember2024-09-300001982701ck0001982701:IodineSoftwareLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | AAH Topco, LLC | Health Care Providers & Services | Delayed Draw Term Loan | 10.21% (S + 5.25%; 0.75% Floor) | 12/22/20272024-09-300001982701U.S. Corporate Debt2024-09-300001982701us-gaap:BaseRateMemberck0001982701:SeniorSecuredCreditAgreementMemberus-gaap:DomesticLineOfCreditMember2024-05-022024-05-020001982701NET ASSETS — 100.00%2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Greenhouse Software, Inc. | Professional Services | Term Loan | 10.85% (S + 6.25%; 1.00% Floor) | 9/1/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Mr. Greens Intermediate, LLC | Food & Staples Retailing | Revolver | (S + 6.25%; 1.00% Floor) | 5/1/20292024-09-300001982701us-gaap:RelatedPartyMemberck0001982701:TransferAgentFeesMember2023-12-310001982701ck0001982701:ExpenseSupportAndConditionalReimbursementAgreementMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | NMI AcquisitionCo, Inc. | Internet and Direct Marketing Retail | Term Loan | 9.94% (S + 5.00%; 0.75% Floor) | 9/6/2028 | Three2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Towerco IV Holdings, LLC | Diversified Telecommunication Services | Delayed Draw Term Loan | 8.69% (S + 3.75%; 1.00% Floor) | 8/31/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Greenlight Intermediate II, Inc. | Diversified Telecommunication Services | Delayed Draw Term Loan | 10.25% (S + 5.50%; 0.75% Floor) | 6/1/20282024-09-300001982701ck0001982701:SandstoneCareHoldingsLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701ck0001982701:TowercoFourHoldingsLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701ck0001982701:DemeterMergerSubLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701us-gaap:MoneyMarketFundsMemberus-gaap:CashEquivalentsMember2024-09-300001982701us-gaap:CommonStockMember2024-07-012024-09-300001982701us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | BV EMS Buyer, Inc. | Health Care Technology | Term Loan | 10.69% (S + 5.75%; 1.00% Floor) | 11/23/2027 | One2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Sako and Partners Lower Holdings LLC | Real Estate Management & Development | Term Loan | 9.10% (S + 4.50%; 1.00% Floor) | 9/15/20282024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:ExterroIncMemberck0001982701:RevolverMember2024-09-300001982701Cash | Total Cash2024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMemberck0001982701:MSPGlobalHoldingsIncMember2024-09-3000019827012023-01-012023-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Community Based Care Acquisition, Inc. | Health Care Providers & Services | Delayed Draw Term Loan | 9.95% (S + 5.25%; 1.00% Floor) | 9/16/20272024-09-300001982701ck0001982701:NmiAcquisitioncoIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:GuarantorMemberck0001982701:SeniorSecuredCreditAgreementMemberus-gaap:DomesticLineOfCreditMember2024-05-020001982701US Corporate Debt | 1st Lien/Senior Secured Debt | GS AcquisitionCo, Inc. | Diversified Financial Services | Revolver | 9.85% (S + 5.25%; 1.00% Floor) | 5/25/20282024-09-300001982701us-gaap:CashEquivalentsMember2024-09-300001982701us-gaap:RetainedEarningsUnappropriatedMember2024-06-300001982701us-gaap:CommonStockMember2024-09-300001982701ck0001982701:AbplfSpvILlcabplfMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ungerboeck Systems International, LLC | Leisure Products | Term Loan | 10.81% (S + 5.75%; 1.00% Floor) | 4/30/2027 | One2024-09-300001982701ck0001982701:AzuriteIntermediateHoldingsIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | The Center for Orthopedic and Research Excellence, Inc. | Health Care Providers & Services | Term Loan | 11.51% (S + 6.25%; 1.00% Floor) | 8/15/20252024-09-300001982701us-gaap:RevolvingCreditFacilityMemberck0001982701:ClassARMemberck0001982701:AbplfCreditFacilityMember2024-05-022024-05-020001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ranger Buyer, Inc. | Commercial Services & Supplies | Revolver | (S + 5.00%; 0.75% Floor) | 11/18/20272024-09-300001982701ck0001982701:AmendedAndRestatedInvestmentAdvisoryAgreementMember2023-07-012023-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Navigate360, LLC | Diversified Consumer Services | Term Loan | 10.94% (S + 6.00%; 1.00% Floor) | 3/17/2027 | One2024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:ZendeskInc.Memberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Vehlo Purchaser, LLC | Automobiles | Term Loan | 10.50% (S + 5.25%; 0.75% Floor) | 5/24/20282024-09-300001982701ck0001982701:AzuriteIntermediateHoldingsIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701us-gaap:RevolvingCreditFacilityMemberck0001982701:ApplicableRateMemberck0001982701:AbplfCreditFacilityMembersrt:MaximumMember2024-05-022024-05-020001982701us-gaap:RelatedPartyMemberck0001982701:CapitalGainsIncentiveFeeMember2023-12-310001982701ck0001982701:QuarterlyIncentiveFeeBasisThreeMember2024-01-012024-09-300001982701ck0001982701:VeholoPurchaseLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Admiral Buyer, Inc. | Diversified Financial Services | Delayed Draw Term Loan | 10.36% (S + 5.50%; 0.75% Floor) | 05/08/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Exterro, Inc. | Software | Revolver | (S + 5.50%; 1.00% Floor) | 6/1/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Avalara, Inc. | Diversified Consumer Services | Revolver | (S + 5.25%; 0.75% Floor) | 10/19/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | REP TEC Intermediate Holdings, Inc. | Professional Services | Revolver | (S + 5.75%; 1.00% Floor) | 12/1/20272024-09-300001982701us-gaap:FinancialServicesSectorMemberck0001982701:SecondLienJuniorSecuredDebtMemberus-gaap:SeniorDebtObligationsMember2024-09-300001982701ck0001982701:VisionaryBuyerLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701ck0001982701:GsAcquisitionCoIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701ck0001982701:NonControlledOrNonaffiliatedInvestmentsMember2024-01-012024-09-300001982701us-gaap:AdditionalPaidInCapitalMember2024-09-300001982701ck0001982701:ClassSDAndISharesMember2024-09-300001982701us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001982701:SeniorSecuredCreditAgreementMemberus-gaap:DomesticLineOfCreditMember2024-05-022024-05-020001982701ck0001982701:CommonClassDMember2024-11-140001982701ck0001982701:UngerboeckSystemsInternationalLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Redwood Family Care Network, Inc. | Health Care Provider & Services | Delayed Draw Term Loan | 10.50% (S + 5.75%; 1.00% Floor) | 6/18/2026 | One2024-09-300001982701ck0001982701:TransferAgentFeesMember2024-07-012024-09-300001982701ck0001982701:ThriveBuyerIncOneMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:ExpenseSupportAndConditionalReimbursementAgreementMember2024-09-300001982701ck0001982701:BSTwelveHoldNettleLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:AbMember2024-04-302024-04-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Fusion Holding, Corp. | Software | Term Loan | 11.09% (S + 6.25%; 0.75% Floor) | 9/14/20292024-09-300001982701Canadian Corporate Debt | 1st Lien/Senior Secured Debt | Versaterm Public Safety Inc. | Commercial Services & Supplies | Delayed Term Loan | 11.44% (S + 6.50%; 1.00% Floor) | 12/4/20252024-09-300001982701ck0001982701:TransferAgentFeesMember2024-01-012024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMemberck0001982701:AdmiralBuyerIncMember2024-09-300001982701us-gaap:CommonStockMember2024-06-300001982701ck0001982701:FoundationRiskPartnersCorpMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Vectra AI, Inc. | Software | Term Loan | 11.63% (S + 6.25%; 1.00% Floor) | 3/2/20282024-09-300001982701ck0001982701:AffiliateOfTheAdvisorMemberck0001982701:CommonStockClassIMember2024-05-012024-05-010001982701ck0001982701:BannekerVAcquisitionMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Mavenlink, Inc. | Professional Services | Revolver | (S; 1.44% Floor; 6.25% PIK) | 6/3/20272024-09-300001982701LIABILITIES IN EXCESS OF OTHER ASSETS — (157.15%)2024-09-300001982701ck0001982701:AbMember2024-05-012024-05-010001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Soladoc, LLC | Health Care Equipment & Supplies | Term Loan | 10.41% (S + 5.00%; 0.75% Floor) | 6/12/20282024-09-300001982701Cash Equivalents | US BANK MMDA GCTS | Money Market Portfolio2024-09-300001982701ck0001982701:HirevueIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Iodine Software, LLC | Health Care Technology | Revolver | (S + 5.25%; 1.00% Floor) | 5/19/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | GHA Buyer, Inc. | Health Care Technology | Term Loan | 10.10% (S + 5.50%; 1.00% Floor) | 6/24/2026 | Four2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Medical Management Resource Group, L.L.C. | Health Care Providers & Services | Term Loan | 10.70% (S + 6.00%; 0.75% Floor) | 9/30/20272024-09-300001982701ck0001982701:ClassISharesMemberck0001982701:O2024Q3OnTwentySevenSeptembertwoThousandAndTwentyFourDividendsMember2024-09-300001982701ck0001982701:PingIdentityCorporationMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:DatacorIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | NI Topco, Inc. | Diversified Telecommunication Services | Term Loan | 9.35% (S + 4.65%; 0.75% Floor) | 12/28/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | The Center for Orthopedic and Research Excellence, Inc. | Health Care Providers & Services | Delayed Draw Term Loan | 11.65% (S + 6.25%; 1.00% Floor) | 8/15/20252024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | GHA Buyer, Inc. | Health Care Technology | Term Loan | 10.10% (S + 5.50%; 1.00% Floor) | 6/24/2026 | One2024-09-300001982701ck0001982701:RangerBuyerIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:MSPGlobalHoldingsIncMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Priority OnDemand Midco 2, L.P. | Health Care Providers & Services | Delayed Draw Term Loan | 10.05% (S + 5.25%; 1.00% Floor) | 7/17/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | LeadVenture, Inc. | Auto Components | Term Loan | 9.84% (S + 5.00%; 0.75% Floor) | 8/28/20262024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Nasuni Corporation | Software | Revolver | (S + 5.75%; 0.75% Floor) | 9/10/20302024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | EET Buyer, Inc. | Construction & Engineering | Term Loan | 10.05% (S + 5.00%; 0.75% Floor) | 11/8/2027 | One2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Mr. Greens Intermediate, LLC | Food & Staples Retailing | Delayed Draw Term Loan | (S + 6.25%; 1.00% Floor) | 5/1/20292024-09-300001982701ck0001982701:AmercareroyalLlcOneMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Foundation Risk Partners, Corp. | Insurance | Revolver | (S + 5.25%; 0.75% Floor) | 10/29/20292024-09-300001982701ck0001982701:ClassISharesMemberck0001982701:O2024Q3OnTwentySevenSeptembertwoThousandAndTwentyFourDividendsMember2024-01-012024-09-300001982701ck0001982701:NonControlledOrNonaffiliatedInvestmentsMember2023-06-082023-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ridge Trail US Bidco, Inc. | Capital Markets | Term Loan | 9.35% (S + 4.75%; 0.75% Floor) | 9/30/20312024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | MSP Global Holdings, Inc. | Technology Hardware, Storage & Peripherals | Revolver | 11.03% (S + 5.50%; 1.00% Floor) | 4/9/20292024-09-3000019827012023-06-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Azurite Intermediate Holdings, Inc. | Software | Term Loan | 11.34% (S + 6.50%; 0.75% Floor) | 3/19/20312024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:GsAcquisitionCoIncMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | BSI2 Hold Nettle, LLC | Real Estate Management & Development | Term Loan | 10.26% (S + 5.00%; 0.75% Floor) | 6/30/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Visionary Buyer, LLC | Diversified Telecommunication Services | Term Loan | 9.85% (S + 5.25%; 0.75% Floor) | 3/21/20312024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Wealth Enhancement Group, LLC | Diversified Financial Services | Delayed Draw Term Loan | 10.69% (S + 5.50%; 1.00% Floor) | 10/2/20272024-09-300001982701U.S. Canadian Corporate Debt2024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:NasuniCorporationMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:AvalaraInc.Memberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | GS AcquisitionCo, Inc. | Diversified Financial Services | Delayed Draw Term Loan | (S + 5.25%; 0.75% Floor) | 5/25/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Datacor, Inc. | Chemicals | Term Loan | 10.84% (S + 6.00%; 1.00% Floor) | 3/13/20292024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Honor HN Buyer, Inc. | Health Care Providers & Services | Revolver | 12.75% (S + 5.75%; 1.00% Floor) | 10/15/20272024-09-300001982701us-gaap:RetainedEarningsUnappropriatedMember2024-01-012024-09-300001982701ck0001982701:IodineSoftwareLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701ck0001982701:AmercareroyalLlcTwoMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701ck0001982701:AmercareroyalLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | AmerCare Royal, LLC | Commercial Services & Supplies | Revolver | 11.36% (S + 5.00%; 1.00% Floor) | 9/10/20302024-09-300001982701us-gaap:RelatedPartyMemberck0001982701:TransferAgentFeesMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Zendesk, Inc. | Software | Revolver | (S + 5.00%; 0.75% Floor) | 11/22/20282024-09-300001982701ck0001982701:ScotiaMemberck0001982701:SeniorSecuredCreditAgreementMemberus-gaap:DomesticLineOfCreditMember2024-05-020001982701ck0001982701:FusionHoldingCorpMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMemberck0001982701:SerranoParentLlcMember2024-01-012024-09-300001982701ck0001982701:MavelinkIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:BonterraLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Iodine Software, LLC | Health Care Technology | Delayed Draw Term Loan | 10.09% (S + 5.25%; 1.00% Floor) | 5/19/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | GHA Buyer, Inc. | Health Care Technology | Term Loan | 10.10% (S + 5.50%; 1.00% Floor) | 6/24/2026 | Two2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Bridgepointe Technologies, LLC | Technology Hardware, Storage & Peripherals | Term Loan | 9.60% (S + 5.00%; 1.00% Floor) | 12/31/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Azurite Intermediate Holdings, Inc. | Software | Revolver | (S + 6.50%; 0.75% Floor) | 3/19/20312024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | LeadVenture, Inc. | Auto Components | Term Loan | 9.84% (S + 5.00%; 0.75% Floor) | 8/28/2026 | Two2024-09-300001982701us-gaap:FairValueInputsLevel3Memberus-gaap:FinancialServicesSectorMember2024-09-300001982701ck0001982701:QuarterlyIncentiveFeeBasisOneMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Navigate360, LLC | Diversified Consumer Services | Delayed Draw Term Loan | 10.94% (S + 6.00%; 1.00% Floor) | 3/17/20272024-09-300001982701ck0001982701:VeholoPurchaseLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Community Based Care Acquisition, Inc. | Health Care Providers & Services | Delayed Draw Term Loan | 10.20% (S + 5.50%; 1.00% Floor) | 9/16/20272024-09-3000019827012024-04-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:NavigateThreeHundredAndSixtyLLCMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:VeracrossLlcMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:NonControlledOrNonaffiliatedInvestmentsMember2024-07-012024-09-300001982701us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputCommodityMarketPriceMembersrt:WeightedAverageMemberck0001982701:DecreaseOnImpactMemberck0001982701:FirstLienseniorSecuredDebtMemberck0001982701:MarketYieldAnalysisMemberus-gaap:SeniorDebtObligationsMember2024-01-012024-09-300001982701ck0001982701:RidgeTrailUsBidcoIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Visionary Buyer, LLC | Diversified Telecommunication Services | Revolver | (S + 5.25%; 0.75% Floor) | 3/21/20302024-09-3000019827012024-07-012024-09-300001982701us-gaap:FairValueInputsLevel3Member2023-12-310001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Honor HN Buyer, Inc. | Health Care Providers & Services | Delayed Draw Term Loan | 10.50% (S + 5.75%; 1.00% Floor) | 10/15/20272024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMemberck0001982701:NavigateThreeHundredAndSixtyLLCMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Serrano Parent, LLC | Software | Revolver | (S + 6.50%; 1.00% Floor) | 5/13/20302024-09-300001982701ck0001982701:AmendedAndRestatedInvestmentAdvisoryAgreementMember2024-01-012024-09-300001982701ck0001982701:BVEMSBuyerIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:ExpenseSupportAgreementMembersrt:MaximumMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Pace Health Companies, LLC | Health Care Providers & Services | Term Loan | 10.00% (S + 5.25%; 1.00% Floor) | 8/3/20262024-09-300001982701Canadian Corporate Debt | 1st Lien/Senior Secured Debt | Versaterm Public Safety Inc. | Commercial Services & Supplies | Revolver | 13.50% (S + 6.50%; 1.00% Floor) | 12/4/20252024-09-300001982701ck0001982701:WealthEnhancementGroupLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701U.S. S Corporate Debt | 2nd Lien/Junior Secured Debt | Symplr Software, Inc. | Software & Tech Services | Term Loan|13.22% (S + 7.87%; 0.75% Floor) | 12/22/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ungerboeck Systems International, LLC | Leisure Products | Delayed Draw Term Loan | 10.81% (S + 5.75%; 1.00% Floor) | 4/30/2027 | One2024-09-300001982701us-gaap:RevolvingCreditFacilityMemberck0001982701:ScotiaCreditFacilityMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Thrive Buyer, Inc. | Technology Hardware, Storage & Peripherals | Term Loan | 10.75% (S + 6.00%; 1.00% Floor) | 1/22/20272024-09-300001982701ck0001982701:AvalaraInc.Memberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Sandstone Care Holdings, LLC | Health Care Provider & Services | Term Loan | 10.85% (S + 5.50%; 1.00% Floor) | 6/28/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Zendesk, Inc. | Software | Term Loan | 9.69% (S + 5.00%; 0.75% Floor) | 11/22/20282024-09-300001982701ck0001982701:AmendedAndRestatedInvestmentAdvisoryAgreementMember2023-06-082023-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:BSTwelveHoldNettleLLCMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Transtelco Holding, Inc. | Diversified Telecommunication Services | Term Loan | 10.61% (S + 5.75%; 0.50% Floor) | 3/26/20262024-09-300001982701ck0001982701:ThriveBuyerIncOneMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:CapitalGainsIncentiveFeeMember2024-01-012024-09-300001982701ck0001982701:TelcorBuyerIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-3000019827012023-12-310001982701US Corporate Debt | 1st Lien/Senior Secured Debt | GHA Buyer, Inc. | Health Care Technology | Delayed Draw Term Loan | 10.10% (S + 5.50%; 1.00% Floor) | 6/24/20262024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Sandstone Care Holdings, LLC | Health Care Provider & Services | Revolver | 10.64% (S + 5.50%; 1.00% Floor) | 6/28/20282024-09-300001982701U.S. Canada 1st Lien/Senior Secured Debt2024-09-300001982701ck0001982701:SubAdvisoryAgreementMember2024-01-012024-09-300001982701ck0001982701:UngerboeckSystemsInternationalLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Iodine Software, LLC | Health Care Technology | Term Loan | 10.09% (S + 5.25%; 1.00% Floor) | 5/19/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Telesoft Holdings, LLC | Diversified Telecommunication Services | Term Loan | 10.69% (S + 5.75%; 1.00% Floor) | 12/16/20262024-09-300001982701ck0001982701:CommonClassIMember2024-11-1400019827012024-05-0100019827012024-01-012024-09-300001982701us-gaap:RelatedPartyMemberck0001982701:TransferAgentFeesMember2023-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Brightspot Buyer, Inc. | Media | Term Loan | 11.65% (S + 6.50%; 0.75% Floor) | 11/16/2027 | One2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Sako and Partners Lower Holdings LLC | Real Estate Management & Development | Revolver | (S + 4.50%; 1.00% Floor) | 9/15/20282024-09-300001982701us-gaap:FairValueInputsLevel3Memberck0001982701:SecondLienJuniorSecuredDebtMemberus-gaap:SeniorDebtObligationsMember2023-12-310001982701US Corporate Debt | 1st Lien/Senior Secured Debt | NMI AcquisitionCo, Inc. | Internet and Direct Marketing Retail | Delayed Draw Term Loan | 9.94% (S + 5.00%; 0.75% Floor) | 9/6/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | AmerCare Royal, LLC | Commercial Services & Supplies | Delayed Draw Term Loan | (S + 5.00%; 1.00% Floor) | 9/10/2030 | One2024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:NasuniCorporationMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:ScotiaCreditFacilityMember2024-05-010001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Admiral Buyer, Inc. | Diversified Financial Services | Delayed Draw Term Loan | 10.44% (S + 5.50%; 0.75% Floor) | 05/08/20282024-09-300001982701ck0001982701:UsCorporateDebtAtTwoThreeFivePointThreeOnePercentageMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | MSP Global Holdings, Inc. | Technology Hardware, Storage & Peripherals | Delayed Draw Term Loan | (S + 5.50%; 1.00% Floor) | 4/9/20292024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | The Center for Orthopedic and Research Excellence, Inc. | Health Care Providers & Services | Delayed Draw Term Loan | 11.45% (S + 6.25%; 1.00% Floor) | 8/15/20252024-09-300001982701ck0001982701:SoladocLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:AAHTopcoLLCMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | BV EMS Buyer, Inc. | Health Care Technology | Revolver | 10.69% (S + 5.75%; 1.00% Floor) | 11/23/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | REP TEC Intermediate Holdings, Inc. | Professional Services | Term Loan | 10.35% (S + 5.75%; 1.00% Floor) | 12/1/2027 | One2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Bonterra LLC | Diversified Financial Services | Revolver | 11.63% (S + 7.00%; 0.75% Floor) | 9/8/20272024-09-300001982701ck0001982701:HonorHNBuyerIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:SixMonthSLoansMember2024-09-300001982701ck0001982701:DemeterMergerSubLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ungerboeck Systems International, LLC | Leisure Products | Delayed Draw Term Loan | 10.81% (S + 5.75%; 1.00% Floor) | 4/30/2027 | Three2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Greenlight Intermediate II, Inc. | Diversified Telecommunication Services | Term Loan | 10.25% (S + 5.50%; 0.75% Floor) | 6/1/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | MSP Global Holdings, Inc. | Technology Hardware, Storage & Peripherals | Term Loan | 11.03% (S + 5.50%; 1.00% Floor) | 4/9/20292024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Medical Management Resource Group, L.L.C. | Health Care Providers & Services | Revolver | 10.74% (S + 6.00%; 0.75% Floor) | 9/30/20262024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:NavigateThreeHundredAndSixtyLLCMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | NMI AcquisitionCo, Inc. | Internet and Direct Marketing Retail | Term Loan | 9.94% (S + 5.00%; 0.75% Floor) | 9/6/2028 | One2024-09-300001982701us-gaap:FinancialServicesSectorMemberck0001982701:FirstLienseniorSecuredDebtMemberus-gaap:SeniorDebtObligationsMember2024-09-300001982701ck0001982701:BusinessSolverDotComIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | EET Buyer, Inc. | Construction & Engineering | Revolver | (S + 5.00%; 0.75% Floor) | 11/8/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Foundation Risk Partners, Corp. | Insurance | Delayed Draw Term Loan | 9.85% (S + 5.25%; 0.75% Floor) | 10/29/2030 | One2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Bridgepointe Technologies, LLC | Technology Hardware, Storage & Peripherals | Delayed Draw Term Loan | 9.60% (S + 5.00%; 1.00% Floor) | 12/31/2027 | Two2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Pinnacle Treatment Centers, Inc. | Health Care Providers & Services | Term Loan | 10.55% (S + 5.50%; 1.00% Floor) | 1/4/2027 | One2024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMemberck0001982701:SauceLabsIncMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Iodine Software, LLC | Health Care Technology | Delayed Draw Term Loan | (S + 5.25%; 1.00% Floor) | 5/19/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Brightspot Buyer, Inc. | Media | Term Loan | 11.65% (S + 6.50%; 0.75% Floor) | 11/16/20272024-09-300001982701ck0001982701:CommonClassIMemberck0001982701:ManagingDealerAgreementMember2024-08-072024-08-070001982701us-gaap:AdditionalPaidInCapitalMember2024-06-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMemberck0001982701:SauceLabsIncMember2024-09-300001982701ck0001982701:SandstoneCareHoldingsLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701us-gaap:CommonStockMember2024-01-012024-09-300001982701ck0001982701:FoundationRiskPartnersCorpMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:CapitalGainsIncentiveFeeMemberus-gaap:RelatedPartyMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Bonterra LLC | Diversified Financial Services | Term Loan | 12.18% (S + 7.00%; 0.75% Floor) | 9/8/20272024-09-300001982701ck0001982701:BVEMSBuyerIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:AvantCommunicationsLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Admiral Buyer, Inc. | Diversified Financial Services | Revolver | (S + 5.50%; 0.75% Floor) | 05/08/20282024-09-300001982701ck0001982701:VisionaryBuyerLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | NC Topco, LLC | Banks | Delayed Draw Term Loan | (S + 2.50%; 0.75% Floor) | 8/29/20312024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | HireVue, Inc. | Diversified Financial Services | Revolver | 12.37% (S + 7.25%; 1.00% Floor) | 5/3/20292024-09-3000019827012024-09-300001982701us-gaap:InvestmentsMember2024-09-300001982701ck0001982701:EETBuyerIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701us-gaap:FairValueInputsLevel3Memberus-gaap:FinancialServicesSectorMemberck0001982701:FirstLienseniorSecuredDebtMemberus-gaap:SeniorDebtObligationsMember2024-09-300001982701us-gaap:RetainedEarningsUnappropriatedMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Mavenlink, Inc. | Professional Services | Term Loan | (S; 1.45% Floor; 6.25% PIK) | 6/3/20272024-09-300001982701us-gaap:RevolvingCreditFacilityMemberck0001982701:AbplfTermLoanMember2024-09-300001982701us-gaap:RetainedEarningsUnappropriatedMember2023-12-310001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Veracross LLC | Diversified Consumer Services | Delayed Draw Term Loan | 11.44% (S + 2.00%; 1.00% Floor; 4.50% PIK) | 12/28/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Salisbury House, LLC | Diversified Consumer Services | Term Loan | 11.15% (S + 5.75%; 1.00% Floor) | 2/27/20262024-09-3000019827012023-06-082023-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:AAHTopcoLLCMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMemberck0001982701:AdmiralBuyerIncMember2024-01-012024-09-300001982701ck0001982701:HonorHNBuyerIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701us-gaap:FairValueInputsLevel3Memberck0001982701:FirstLienseniorSecuredDebtMemberus-gaap:SeniorDebtObligationsMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | BV EMS Buyer, Inc. | Health Care Technology | Term Loan | 10.69% (S + 5.75%; 1.00% Floor) | 11/23/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Transtelco Holding, Inc. | Diversified Telecommunication Services | Term Loan | 10.10% (S + 5.50%; 1.00% Floor) | 3/26/20262024-09-300001982701ck0001982701:NcTopcoLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | BusinesSolver.com, Inc. | Professional Services | Delayed Draw Term Loan | 10.20% (S + 5.50%; 0.75% Floor) | 12/01/20272024-09-300001982701srt:MinimumMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Thrive Buyer, Inc. | Technology Hardware, Storage & Peripherals | Delayed Draw Term Loan | 10.75% (S + 6.00%; 1.00% Floor) | 1/22/20272024-09-300001982701ck0001982701:AzuriteIntermediateHoldingsIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | The Center for Orthopedic and Research Excellence, Inc. | Health Care Providers & Services | Term Loan | 11.65% (S + 6.25%; 1.00% Floor) | 8/15/20252024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701us-gaap:RevolvingCreditFacilityMemberck0001982701:ApplicableRateMemberck0001982701:AbplfCreditFacilityMember2024-05-022024-05-020001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Foundation Risk Partners, Corp. | Insurance | Term Loan | 9.85% (S + 5.25%; 0.75% Floor) | 10/29/20302024-09-300001982701ck0001982701:HonorHNBuyerIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | AAH Topco, LLC | Health Care Providers & Services | Term Loan | 10.19% (S + 5.25%; 0.75% Floor) | 12/22/20272024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:BrightspotBuyerIncMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Foundation Risk Partners, Corp. | Insurance | Term Loan | 9.85% (S + 5.25%; 0.75% Floor) | 10/29/2030 | One2024-09-300001982701ck0001982701:NmiAcquisitioncoIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ridge Trail US Bidco, Inc. | Capital Markets | Delayed Draw Term Loan | (S + 4.75%; 0.75% Floor) | 9/30/20312024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Higginbotham Insurance Agency, Inc. | Insurance | Term Loan | 9.35% (S + 4.50%; 1.00% Floor) | 11/24/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | GHA Buyer, Inc. | Health Care Technology | Term Loan | 10.10% (S + 5.50%; 1.00% Floor) | 6/24/20262024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | MBS Holdings, Inc. | Diversified Telecommunication Services | Term Loan | 10.59% (S + 5.75%; 1.00% Floor) | 4/16/20272024-09-300001982701us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:CashEquivalentsMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Community Based Care Acquisition, Inc. | Health Care Providers & Services | Term Loan | 9.95% (S + 5.25%; 1.00% Floor) | 9/16/20272024-09-300001982701us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputCommodityMarketPriceMemberck0001982701:DecreaseOnImpactMemberck0001982701:SecondLienJuniorSecuredDebtMemberck0001982701:MarketYieldAnalysisMemberus-gaap:SeniorDebtObligationsMember2024-09-300001982701ck0001982701:NcTopcoLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701us-gaap:FairValueInputsLevel3Memberck0001982701:SecondLienJuniorSecuredDebtMemberus-gaap:SeniorDebtObligationsMember2024-09-300001982701U.S. 2nd Lien/Junior Secured Debt2024-09-300001982701ck0001982701:MMPIntermediateLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701us-gaap:FairValueInputsLevel3Memberck0001982701:SecondLienJuniorSecuredDebtMemberus-gaap:SeniorDebtObligationsMember2024-01-012024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMemberck0001982701:AdmiralBuyerIncMember2024-01-012024-09-300001982701ck0001982701:QuarterlyIncentiveFeeBasisFourMember2024-01-012024-09-300001982701ck0001982701:RidgeTrailUsBidcoIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | BusinesSolver.com, Inc. | Professional Services | Term Loan | 10.20% (S + 5.50%; 0.75% Floor) | 12/01/20272024-09-300001982701ck0001982701:AffiliateOfTheAdvisorMemberck0001982701:CommonStockClassIMember2024-05-010001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Pinnacle Treatment Centers, Inc. | Health Care Providers & Services | Term Loan | 10.55% (S + 5.50%; 1.00% Floor) | 1/4/20272024-09-300001982701ck0001982701:IodineSoftwareLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:ClassISharesMember2024-05-010001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Cerifi, LLC | Banks | Term Loan | 10.70% (S + 5.75%; 1.00% Floor) | 3/31/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | MMP Intermediate, LLC | Hotels, Restaurants & Leisure | Term Loan | 11.20% (S + 6.25%; 1.00% Floor) | 2/15/20292024-09-300001982701ck0001982701:AmercareroyalLlcTwoMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Mr. Greens Intermediate, LLC | Food & Staples Retailing | Term Loan | 11.46% (S + 6.25%; 1.00% Floor) | 5/1/20292024-09-300001982701Cash Equivalents | STATE STREET INSTITUTIONAL US | Money Market Portfolio2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Moon Buyer, Inc. | Software | Term Loan | 9.45% (S + 4.75%; 1.00% Floor) | 4/21/20272024-09-300001982701ck0001982701:EETBuyerIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | NMI AcquisitionCo, Inc. | Internet and Direct Marketing Retail | Term Loan | 9.94% (S + 5.00%; 0.75% Floor) | 9/6/2028 | Two2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Sako and Partners Lower Holdings LLC | Real Estate Management & Development | Delayed Draw Term Loan | 9.10% (S + 4.50%; 1.00% Floor) | 9/15/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Vehlo Purchaser, LLC | Automobiles | Delayed Draw Term Loan | 10.53% (S + 5.25%; 0.75% Floor) | 5/24/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Veracross LLC | Diversified Consumer Services | Revolver | 11.44% (S + 2.00%; 1.00% Floor; 4.50% PIK) | 12/28/20272024-09-300001982701us-gaap:FairValueInputsLevel3Member2024-09-300001982701ck0001982701:VisionaryBuyerLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:DemeterMergerSubLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Navigate360, LLC | Diversified Consumer Services | Term Loan | 10.94% (S + 6.00%; 1.00% Floor) | 3/17/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | BSI2 Hold Nettle, LLC | Real Estate Management & Development | Revolver | 10.09% (S + 5.00%; 0.75% Floor) | 6/30/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ungerboeck Systems International, LLC | Leisure Products | Delayed Draw Term Loan | 10.81% (S + 5.75%; 1.00% Floor) | 4/30/20272024-09-300001982701ck0001982701:VisionaryBuyerLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:CashTwoPointZeroEightPercentageMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Bridgepointe Technologies, LLC | Technology Hardware, Storage & Peripherals | Delayed Draw Term Loan | 9.60% (S + 5.00%; 1.00% Floor) | 12/31/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | NI Topco, Inc. | Diversified Telecommunication Services | Term Loan | 9.45% (S + 4.65%; 0.75% Floor) | 12/28/20282024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:MSPGlobalHoldingsIncMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Exterro, Inc. | Software | Term Loan | 10.66% (S + 5.50%; 1.00% Floor) | 6/1/20272024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:VeracrossLlcMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Azurite Intermediate Holdings, Inc. | Software | Delayed Draw Term Loan | 11.34% (S + 6.50%; 0.75% Floor) | 3/19/20312024-09-300001982701ck0001982701:RidgeTrailUsBidcoIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701ck0001982701:SecondLienJuniorSecuredDebtAtZeroPointEightFourPercentageMember2024-09-300001982701ck0001982701:DatacorIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMemberck0001982701:PriorityOndemandMidco2LPMember2024-09-300001982701ck0001982701:RidgeTrailUsBidcoIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Sauce Labs Inc | Software | Term Loan | 11.35% (S + 5.50%; 1.00% Floor; 0.50% PIK) | 8/16/20272024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMemberck0001982701:AdmiralBuyerIncMember2024-09-300001982701us-gaap:CommonStockMember2023-12-310001982701ck0001982701:FirstSeptemberTwoThousandTwentyFourMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ungerboeck Systems International, LLC | Leisure Products | Delayed Draw Term Loan | 10.81% (S + 5.75%; 1.00% Floor) | 4/30/2027 | Two2024-09-300001982701us-gaap:MeasurementInputCommodityMarketPriceMemberus-gaap:FairValueInputsLevel3Memberck0001982701:DecreaseOnImpactMemberck0001982701:SecondLienJuniorSecuredDebtMemberck0001982701:MarketYieldAnalysisMembersrt:MaximumMemberus-gaap:SeniorDebtObligationsMember2024-01-012024-09-300001982701ck0001982701:ManagingDealerAgreementMember2024-08-072024-08-070001982701ck0001982701:HonorHNBuyerIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:SeniorSecuredCreditAgreementMemberus-gaap:DomesticLineOfCreditMember2024-05-020001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ampler QSR Holdings LLC | Hotels, Restaurants & Leisure | Term Loan | 10.99% (S + 6.00%; 1.00% Floor) | 7/21/20272024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:BrightspotBuyerIncMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:SeniorSecuredCreditAgreementMemberus-gaap:DomesticLineOfCreditMember2024-05-022024-05-020001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Bridgepointe Technologies, LLC | Technology Hardware, Storage & Peripherals | Delayed Draw Term Loan | 9.60% (S + 5.00%; 1.00% Floor) | 12/31/2027 | One2024-09-300001982701Cash | US Dollar | USD2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Visionary Buyer, LLC | Diversified Telecommunication Services | Delayed Draw Term Loan | 10.35% (S + 5.25%; 0.75% Floor) | 3/21/20312024-09-300001982701ck0001982701:QuarterlyIncentiveFeeBasisTwoMember2024-01-012024-09-300001982701ck0001982701:AmendedAndRestatedInvestmentAdvisoryAgreementMember2024-07-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Nasuni Corporation | Software | Term Loan | 10.68% (S + 5.75%; 4.93% Floor) | 9/10/20302024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Navigate360, LLC | Diversified Consumer Services | Revolver | (S + 6.00%; 1.00% Floor) | 3/17/2027 2024-09-300001982701ck0001982701:TelcorBuyerIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputCommodityMarketPriceMemberck0001982701:DecreaseOnImpactMemberck0001982701:FirstLienseniorSecuredDebtMemberck0001982701:MarketYieldAnalysisMembersrt:MaximumMemberus-gaap:SeniorDebtObligationsMember2024-01-012024-09-300001982701us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputCommodityMarketPriceMemberck0001982701:DecreaseOnImpactMemberck0001982701:FirstLienseniorSecuredDebtMemberck0001982701:MarketYieldAnalysisMemberus-gaap:SeniorDebtObligationsMember2024-09-300001982701Cash Equivalents | Total Cash Equivalents2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Avant Communications, LLC | Diversified Telecommunication Services | Revolver | (S + 5.00%; 1.00% Floor) | 11/30/20262024-09-300001982701ck0001982701:ManagingDealerAgreementMember2024-01-012024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:MSPGlobalHoldingsIncMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Pinnacle Treatment Centers, Inc. | Health Care Providers & Services | Term Loan | 10.55% (S + 5.50%; 1.00% Floor) | 1/4/2027 | Two2024-09-300001982701ck0001982701:NcTopcoLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Navigate360, LLC | Diversified Consumer Services | Delayed Draw Term Loan | (S + 6.00%; 1.00% Floor) | 3/17/20272024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMemberck0001982701:ZendeskInc.Member2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Priority OnDemand Midco 2, L.P. | Health Care Providers & Services | Term Loan | 10.05% (S + 5.25%; 1.00% Floor) | 7/17/20282024-09-300001982701ck0001982701:MavelinkIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701us-gaap:MeasurementInputCommodityMarketPriceMemberus-gaap:FairValueInputsLevel3Memberck0001982701:RecentPurchaseMemberck0001982701:FirstLienseniorSecuredDebtMemberus-gaap:SeniorDebtObligationsMember2024-09-300001982701ck0001982701:ExpenseSupportAndConditionalReimbursementAgreementMember2024-07-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Foundation Risk Partners, Corp. | Insurance | Delayed Draw Term Loan | 9.85% (S + 5.25%; 0.75% Floor) | 10/29/20302024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMemberck0001982701:ZendeskInc.Member2024-01-012024-09-300001982701us-gaap:PrimeRateMember2024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:AmercareroyalLlcOneMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701us-gaap:FairValueInputsLevel3Member2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Datacor, Inc. | Chemicals | Revolver | (S + 6.00%; 1.00% Floor) | 3/13/20292024-09-300001982701us-gaap:RevolvingCreditFacilityMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Honor HN Buyer, Inc. | Health Care Providers & Services | Delayed Draw Term Loan | 10.50% (S + 5.75%; 1.00% Floor) | 10/15/2027 | One2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | MSP Global Holdings, Inc. | Technology Hardware, Storage & Peripherals | Term Loan | 11.07% (S + 5.50%; 1.00% Floor) | 4/9/20292024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | GS AcquisitionCo, Inc. | Diversified Financial Services | Term Loan | 9.85% (S + 5.25%; 1.00% Floor) | 5/25/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Peter C. Foy & Associates Insurance Services, LLC | Insurance | Term Loan | 10.75% (S + 5.50%; 0.75% Floor) | 11/1/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | EET Buyer, Inc. | Construction & Engineering | Term Loan | 10.05% (S + 5.00%; 0.75% Floor) | 11/8/20272024-09-300001982701us-gaap:FairValueInputsLevel3Memberus-gaap:FinancialServicesSectorMemberck0001982701:SecondLienJuniorSecuredDebtMemberus-gaap:SeniorDebtObligationsMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Sauce Labs Inc | Software | Delayed Draw Term Loan | 11.25% (S + 5.50%; 1.00% Floor; 0.50% PIK) | 8/16/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Soladoc, LLC | Health Care Equipment & Supplies | Revolver | (S + 5.00%; 0.75% Floor) | 6/12/20282024-09-300001982701ck0001982701:MMPIntermediateLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ranger Buyer, Inc. | Commercial Services & Supplies | Term Loan | 9.60% (S + 5.00%; 0.75% Floor) | 11/20/20282024-09-300001982701ck0001982701:AmercareroyalLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:CommonClassSMember2024-11-140001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Cerifi, LLC | Banks | Revolver | 10.69% (S + 5.75%; 1.00% Floor) | 4/1/20272024-09-300001982701srt:OfficerMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | LeadVenture, Inc. | Auto Components | Term Loan | 9.84% (S + 5.00%; 0.75% Floor) | 8/28/2026 | One2024-09-3000019827012024-06-300001982701us-gaap:FairValueInputsLevel1Memberus-gaap:CashEquivalentsMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | AmerCare Royal, LLC | Commercial Services & Supplies | Term Loan | 9.84% (S + 5.00%; 1.00% Floor) | 9/10/20302024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMemberck0001982701:SerranoParentLlcMember2024-09-300001982701us-gaap:RevolvingCreditFacilityMemberck0001982701:TwoMonthMemberck0001982701:ClassARMemberck0001982701:AbplfCreditFacilityMember2024-05-022024-05-020001982701ck0001982701:BonterraLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Thrive Buyer, Inc. | Technology Hardware, Storage & Peripherals | Revolver | 12.37% (S + 6.00%; 1.00% Floor) | 1/22/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Brightspot Buyer, Inc. | Media | Revolver | (S + 6.50%; 0.75% Floor) | 11/16/20272024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMemberck0001982701:SauceLabsIncMember2024-01-012024-09-300001982701ck0001982701:DemeterMergerSubLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RepTecIntermediateHoldingsIncMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:SakoAndPartnersLowerHoldingsLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Avant Communications, LLC | Diversified Telecommunication Services | Term Loan | 9.75% (S + 5.00%; 1.00% Floor) | 11/30/20262024-09-300001982701ck0001982701:SoladocLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:NcTopcoLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Avalara, Inc. | Diversified Consumer Services | Term Loan | 10.85% (S + 6.25%; 0.75% Floor) | 10/19/20282024-09-300001982701ck0001982701:CashEquivalentsOneFourPointEightSixPercentageMember2024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RepTecIntermediateHoldingsIncMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:FirstLienSeniorSecuredDebtAtTwoThreeFourPointFiveZeroPercentageMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Salisbury House, LLC | Diversified Consumer Services | Term Loan | 11.15% (S + 5.75%; 1.00% Floor) | 2/27/2026 | Two2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Telcor Buyer, Inc. | Health Care Technology | Revolver | (S + 4.25%; 1.00% Floor) | 8/20/20272024-09-300001982701us-gaap:RevolvingCreditFacilityMemberck0001982701:AbplfCreditFacilityMember2024-05-022024-05-020001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Medical Management Resource Group, L.L.C. | Health Care Providers & Services | Delayed Draw Term Loan | 10.70% (S + 6.00%; 0.75% Floor) | 9/30/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Transtelco Holding, Inc. | Diversified Telecommunication Services | Term Loan | 10.86% (S + 6.25%; 0.50% Floor) | 3/26/20262024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Serrano Parent, LLC | Software | Term Loan | 11.62% (S + 6.50%; 1.00% Floor) | 5/13/20302024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Peter C. Foy & Associates Insurance Services, LLC | Insurance | Delayed Draw Term Loan | 10.34% (S + 5.50%; 0.75% Floor) | 11/1/2028 2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | AAH Topco, LLC | Health Care Providers & Services | Revolver | (S + 5.25%; 0.75% Floor) | 12/22/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | AmerCare Royal, LLC | Commercial Services & Supplies | Delayed Draw Term Loan | (S + 5.00%; 1.00% Floor) | 9/10/20302024-09-300001982701ck0001982701:SakoAndPartnersLowerHoldingsLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701us-gaap:RetainedEarningsUnappropriatedMember2024-07-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Bridgepointe Technologies, LLC | Technology Hardware, Storage & Peripherals | Term Loan | 9.60% (S + 5.00%; 1.00% Floor) | 12/31/2027 | One2024-09-3000019827012023-06-070001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Peter C. Foy & Associates Insurance Services, LLC | Insurance | Delayed Draw Term Loan | 10.34% (S + 5.50%; 0.75% Floor) | 11/1/2028 | One2024-09-300001982701ck0001982701:PingIdentityCorporationMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:ScotiaCreditFacilityMember2024-05-012024-05-010001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Moon Buyer, Inc. | Software | Delayed Draw Term Loan | 9.45% (S + 4.75%; 1.00% Floor) | 4/21/20272024-09-300001982701ck0001982701:FirstLienSeniorSecuredDebtAtFourPointNineZeroPercentageMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Community Based Care Acquisition, Inc. | Health Care Providers & Services | Revolver | (S + 5.25%; 1.00% Floor) | 9/16/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | HireVue, Inc. | Diversified Financial Services | Term Loan | 12.50% (S + 7.25%; 1.00% Floor) | 5/3/20292024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMemberck0001982701:CommunityBasedCareAcquisitionMember2024-01-012024-09-300001982701ck0001982701:OneMonthSLoansMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Veracross LLC | Diversified Consumer Services | Term Loan | 11.44% (S + 2.00%; 1.00% Floor; 4.50% PIK) | 12/28/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Redwood Family Care Network, Inc. | Health Care Provider & Services | Term Loan | 10.50% (S + 5.75%; 1.00% Floor) | 6/18/20262024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMemberck0001982701:NavigateThreeHundredAndSixtyLLCMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | NMI AcquisitionCo, Inc. | Internet and Direct Marketing Retail | Revolver | (S + 5.00%; 0.75% Floor) | 9/6/20282024-09-300001982701ck0001982701:TowercoFourHoldingsLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-01-012024-09-300001982701us-gaap:RevolvingCreditFacilityMemberck0001982701:ScotiaTermLoanMember2024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMemberck0001982701:SauceLabsIncMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Sauce Labs Inc | Software | Revolver | 11.35% (S + 5.50%; 1.00% Floor; 0.50% PIK) | 8/16/20272024-09-300001982701U.S. 1st Lien/Senior Secured Debt2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Vehlo Purchaser, LLC | Automobiles | Revolver | 10.09% (S + 5.25%; 0.75% Floor) | 5/24/20282024-09-300001982701us-gaap:RevolvingCreditFacilityMemberck0001982701:AbplfCreditFacilityMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ping Identity Holding Corp. | Software | Revolver | (S + 4.75%; 0.75% Floor) | 10/17/20282024-09-300001982701ck0001982701:ThreeMonthSLoansMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Datacor, Inc. | Chemicals | Delayed Draw Term Loan | (S + 6.00%; 1.00% Floor) | 3/13/20292024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Sandstone Care Holdings, LLC | Health Care Provider & Services | Delayed Draw Term Loan | 10.73% (S + 5.50%; 1.00% Floor) | 6/28/20282024-09-300001982701ck0001982701:WealthEnhancementGroupLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Pinnacle Treatment Centers, Inc. | Health Care Providers & Services | Delayed Draw Term Loan | 10.55% (S + 5.50%; 1.00% Floor) | 1/4/20272024-09-300001982701ck0001982701:MedicalManagementResourceGroupLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701us-gaap:FairValueInputsLevel3Memberck0001982701:FirstLienseniorSecuredDebtMemberus-gaap:SeniorDebtObligationsMember2023-12-310001982701us-gaap:AdditionalPaidInCapitalMember2023-12-310001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:GsAcquisitionCoIncMemberck0001982701:RevolverMember2024-09-300001982701TOTAL CASH AND CASH EQUIVALENTS2024-09-300001982701ck0001982701:GsAcquisitionCoIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMemberck0001982701:CommunityBasedCareAcquisitionMember2024-09-300001982701ck0001982701:OtherLongTermDebtMember2024-09-300001982701ck0001982701:CanadianCorporateFirstLienSeniorSecuredDebtFourPointNineZeroPercentageMember2024-09-300001982701us-gaap:FinancialServicesSectorMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | GHA Buyer, Inc. | Health Care Technology | Term Loan | 10.10% (S + 5.50%; 1.00% Floor) | 6/24/2026 | Three2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Wealth Enhancement Group, LLC | Diversified Financial Services | Delayed Draw Term Loan | 10.68% (S + 5.50%; 1.00% Floor) | 10/2/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Bonterra LLC | Diversified Financial Services | Term Loan | 11.60% (S + 7.00%; 0.75% Floor) | 9/8/20272024-09-300001982701ck0001982701:BusinessSolverDotComIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Telcor Buyer, Inc. | Health Care Technology | Term Loan | 9.19% (S + 4.25%; 1.00% Floor) | 8/20/20272024-09-300001982701us-gaap:RevolvingCreditFacilityMemberck0001982701:AbplfCreditFacilityMemberck0001982701:ClassATMember2024-05-022024-05-020001982701ck0001982701:AzuriteIntermediateHoldingsIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | BV EMS Buyer, Inc. | Health Care Technology | Delayed Draw Term Loan | 10.69% (S + 5.75%; 1.00% Floor) | 11/23/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ridge Trail US Bidco, Inc. | Capital Markets | Revolver | 9.35% (S + 4.75%; 0.75% Floor) | 3/30/20312024-09-300001982701ck0001982701:ScotiaMemberck0001982701:SeniorSecuredCreditAgreementMemberus-gaap:DomesticLineOfCreditMember2024-05-022024-05-020001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Navigate360, LLC | Diversified Consumer Services | Term Loan | 10.94% (S + 6.00%; 1.00% Floor) | 3/17/2027 | Two2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | REP TEC Intermediate Holdings, Inc. | Professional Services | Term Loan | 10.35% (S + 5.75%; 1.00% Floor) | 12/1/20272024-09-3000019827012023-07-012023-09-300001982701ck0001982701:MedicalManagementResourceGroupLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | The Center for Orthopedic and Research Excellence, Inc. | Health Care Providers & Services | Delayed Draw Term Loan | 11.65% (S + 6.25%; 1.00% Floor) | 8/15/2025 | One2024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberus-gaap:DelayedDrawTermLoanMemberck0001982701:PriorityOndemandMidco2LPMember2024-01-012024-09-300001982701ck0001982701:OtherLongTermDebtMember2023-12-310001982701ck0001982701:RangerBuyerIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | MMP Intermediate, LLC | Hotels, Restaurants & Leisure | Revolver | (S + 6.25%; 1.00% Floor) | 2/15/20292024-09-300001982701us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Velocity Holdco III Inc. | Commercial Services & Supplies | Term Loan | 10.90% (S + 5.75%; 1.00% Floor) | 4/22/20272024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | NMI AcquisitionCo, Inc. | Internet and Direct Marketing Retail | Term Loan | 9.94% (S + 5.00%; 0.75% Floor) | 9/6/20282024-09-300001982701us-gaap:RevolvingCreditFacilityMemberck0001982701:ClassARMemberck0001982701:AbplfCreditFacilityMemberck0001982701:EightMonthMember2024-05-022024-05-020001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Zendesk, Inc. | Software | Delayed Draw Term Loan | (S + 5.00%; 0.75% Floor) | 11/22/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Mastery Acquisition Corp. | Diversified Consumer Services | Term Loan | 9.49% (S + 5.25%; 1.00% Floor)| 9/7/20292024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Salisbury House, LLC | Diversified Consumer Services | Term Loan | 11.15% (S + 5.75%; 1.00% Floor) | 2/27/2026 | One2024-09-300001982701ck0001982701:AbMember2024-04-300001982701ck0001982701:IodineSoftwareLlcMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-3000019827012023-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | NC Topco, LLC | Banks | Term Loan | 10.09% (S + 2.00%; 0.75% Floor; 2.75% PIK) | 9/1/20312024-09-300001982701ck0001982701:BannekerVAcquisitionMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701Canadian Corporate Debt | 1st Lien/Senior Secured Debt | Versaterm Public Safety Inc. | Commercial Services & Supplies | Team Loan | 11.44% (S + 6.50%; 1.00% Floor) | 12/4/20252024-09-300001982701ck0001982701:ManagingDealerAgreementMemberck0001982701:CommonClassSMember2024-08-072024-08-070001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ungerboeck Systems International, LLC | Leisure Products | Revolver | (S + 5.75%; 1.00% Floor) | 4/30/20272024-09-300001982701ck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:ZendeskInc.Memberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Ungerboeck Systems International, LLC | Leisure Products | Term Loan | 10.81% (S + 5.75%; 1.00% Floor) | 4/30/20272024-09-300001982701us-gaap:MeasurementInputCommodityMarketPriceMemberus-gaap:FairValueInputsLevel3Memberck0001982701:FirstLienseniorSecuredDebtMemberus-gaap:SeniorDebtObligationsMemberck0001982701:ExpectedRepaymentMemberck0001982701:IncreaseOnImpactMember2024-09-300001982701ck0001982701:DatacorIncMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701ck0001982701:FusionHoldingCorpMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Sauce Labs Inc | Software | Revolver | (S + 5.50%; 1.00% Floor) | 8/16/20272024-09-300001982701ck0001982701:FirstMayTwoThousandTwentyFourMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Vectra AI, Inc. | Software | Delayed Draw Term Loan | 11.63% (S + 6.25%; 1.00% Floor) | 3/2/20282024-09-300001982701ck0001982701:CapitalGainsIncentiveFeeMember2023-09-300001982701us-gaap:FairValueInputsLevel3Memberck0001982701:FirstLienseniorSecuredDebtMemberus-gaap:SeniorDebtObligationsMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | MSP Global Holdings, Inc. | Technology Hardware, Storage & Peripherals | Delayed Draw Term Loan | 11.00% (S + 5.50%; 1.00% Floor) | 4/9/20292024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Admiral Buyer, Inc. | Diversified Financial Services | Term Loan | 10.10% (S + 5.50%; 0.75% Floor) | 05/08/20282024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Fusion Holding, Corp. | Software | Revolver | (S + 6.25%; 0.75% Floor) | 9/15/20272024-09-300001982701ck0001982701:AvantCommunicationsLLCMemberck0001982701:SeniorSecuredDebtFirstLienMemberck0001982701:RevolverMember2024-01-012024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | NC Topco, LLC | Banks | Revolver | (S + 2.50%; 0.75% Floor) | 9/1/20312024-09-300001982701US Corporate Debt | 1st Lien/Senior Secured Debt | Redwood Family Care Network, Inc. | Health Care Provider & Services | Delayed Draw Term Loan | 10.50% (S + 5.75%; 1.00% Floor) | 6/18/20262024-09-30xbrli:pureiso4217:USDxbrli:sharesxbrli:sharesiso4217:USD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

 

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

 

COMMISSION FILE NUMBER: 814-01744

AB Private Lending Fund

(Exact name of registrant as specified in its charter)

 

Delaware

93-6555027

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

405 Colorado Street, Suite 1500

Austin, TX 78701

(Address of principal executive offices) (Zip Code)

(512) 721-2900

(Registrant’s telephone number, including area code)

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

 

 

 

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.  YesNo

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

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging Growth Company

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

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

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 4,434,393, 0, and 0 of Class I, Class S and Class D common shares, respectively.


 

AB PRIVATE LENDING FUND

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024

Table of Contents

 

 

 

INDEX

 

PAGE

NO.

 

 

 

 

 

PART I.

 

FINANCIAL INFORMATION

 

3

 

 

Item 1.

 

Consolidated Financial Statements

 

3

 

 

Item 2.

 

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

 

34

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

46

 

 

Item 4.

 

Controls and Procedures

 

47

 

 

PART II.

 

OTHER INFORMATION

 

47

 

 

Item 1.

 

Legal Proceedings

 

47

 

 

Item 1A.

 

Risk Factors

 

47

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

47

 

 

Item 3.

 

Defaults Upon Senior Securities

 

47

 

 

Item 4.

 

Mine Safety Disclosures

 

47

 

 

Item 5.

 

Other Information

 

48

 

 

Item 6.

 

Exhibits

 

48

 

 

SIGNATURES

 

 

49

 

 

 

2


 

Item 1. Consolidated Financial Statements

AB Private Lending Fund

Consolidated Statements of Assets and Liabilities (Unaudited)

 

 

As of
September 30,
2024

 

 

As of
December 31,
2023

 

Assets

 

 

 

 

 

 

Investments, at fair value

 

 

 

 

 

 

Non-controlled/non-affiliated investments (amortized cost of $266,990,743 and $0,
   respectively)

 

$

267,403,193

 

 

$

 

Total investments, at fair value (amortized cost of $266,990,743 and $0, respectively)

 

 

267,403,193

 

 

 

 

Cash and cash equivalents

 

 

18,856,594

 

 

 

 

Deferred financing cost

 

 

1,563,708

 

 

 

 

Deferred offering cost

 

 

944,181

 

 

 

617,381

 

Interest receivable

 

 

1,123,394

 

 

 

 

Prepaid expenses

 

 

98,333

 

 

 

 

Receivable for investments sold

 

 

715

 

 

 

 

Receivable due from Adviser (Note 2)

 

 

 

 

 

518,733

 

Total assets

 

$

289,990,118

 

 

$

1,136,114

 

Liabilities

 

 

 

 

 

 

Term loan payable (net of debt issuance costs of $1,116,935 and $0, respectively)

 

$

123,883,065

 

 

 

 

Credit facility payable

 

 

42,500,000

 

 

 

 

Income distribution payable

 

 

6,076,005

 

 

 

 

Interest and borrowing expenses payable

 

 

4,011,595

 

 

 

 

Professional fees payable

 

 

719,978

 

 

 

 

Management fees payable

 

 

590,752

 

 

 

 

Incentive fee payable

 

 

379,567

 

 

 

 

Payable to Adviser

 

 

235,696

 

 

 

 

Accrued expenses and other liabilities

 

 

144,680

 

 

 

 

Administrator and custodian fees payable

 

 

101,286

 

 

 

 

Payable for investments purchased

 

 

19,175

 

 

 

 

Transfer agent fees payable

 

 

8,774

 

 

 

 

Offering cost payable

 

 

 

 

 

617,381

 

Organizational expense payable

 

 

 

 

 

518,733

 

Total Liabilities

 

$

178,670,573

 

 

$

1,136,114

 

Commitments and contingencies (see Note 6)

 

 

 

 

 

 

Net Assets

 

 

 

 

 

 

Common shares, par value $0.01 per share (unlimited shares authorized, 4,434,393
   and
0 shares issued and outstanding at September 30, 2024 and December 31, 2023,
   respectively)

 

 

44,344

 

 

 

 

Paid-in capital in excess of par value

 

 

110,855,656

 

 

 

 

Distributable earnings (accumulated loss)

 

 

419,545

 

 

 

 

Total net assets

 

$

111,319,545

 

 

$

 

Total liabilities and net assets

 

$

289,990,118

 

 

$

1,136,114

 

Net asset value per share

 

$

25.10

 

 

$

 

 

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

3


 

AB Private Lending Fund

Consolidated Statements of Operations (Unaudited)

 

 

For the Three
Months Ended
September 30, 2024

 

 

For the three months ended September 30, 2023

 

 

For the Nine
Months
Ended
September 30, 2024

 

 

For the Period
From June 8,
2023 (Inception),
to September 30, 2023

 

Investment Income

 

 

 

 

 

 

 

 

 

 

 

 

From non-controlled/non-affiliated investments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net of amortization/accretion

 

$

8,090,678

 

 

$

 

 

$

13,666,497

 

 

$

 

Payment-in-kind interest

 

 

112,687

 

 

 

 

 

 

190,666

 

 

 

 

Dividend income

 

 

87,590

 

 

 

 

 

 

130,577

 

 

 

 

Total investment income

 

 

8,290,955

 

 

 

 

 

 

13,987,740

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Interest and borrowing expenses

 

 

3,766,030

 

 

 

 

 

 

6,468,888

 

 

 

 

Organizational expense

 

 

 

 

 

186,136

 

 

 

851,735

 

 

 

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

 

 

 

186,136

 

 

 

10,559,336

 

 

 

463,345

 

Less: expenses reimbursed by the Adviser

 

 

(994,736

)

 

 

(186,136

)

 

 

(2,647,524

)

 

 

(463,345

)

Net expenses

 

 

4,746,063

 

 

 

 

 

 

7,911,812

 

 

 

 

Net investment income before taxes

 

 

3,544,892

 

 

 

 

 

 

6,075,928

 

 

 

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

      Non-controlled/non-affiliated investments

 

 

7,172

 

 

 

 

 

 

7,172

 

 

 

 

Net change in unrealized appreciation (depreciation) from:

 

 

 

 

 

 

 

 

 

 

 

 

      Non-controlled/non-affiliated investments

 

 

35,589

 

 

 

 

 

 

412,450

 

 

 

 

Net realized and change in unrealized gains (losses) on investment transactions

 

 

42,761

 

 

 

 

 

 

419,622

 

 

 

 

Net increase in net assets resulting from operations

 

 

3,587,653

 

 

 

 

 

 

6,495,550

 

 

 

 

Net investment income per share (basic and diluted):

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income per share (basic and diluted):

 

$

0.80

 

 

$

 

 

$

1.39

 

 

$

 

Earnings per share (basic and diluted):

 

$

0.81

 

 

 

 

 

$

1.48

 

 

 

 

Weighted average shares outstanding:

 

 

4,411,589

 

 

 

 

 

 

4,378,354

 

 

 

 

 

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)

 

 

Common Units

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Par Amount

 

 

Paid in Capital in
Excess of Par

 

 

Distributable
Earnings

 

 

Total
Net Assets

 

Net assets at June 30, 2024

 

 

4,400,000

 

 

$

44,000

 

 

$

109,956,000

 

 

$

2,907,897

 

 

$

112,907,897

 

Increase (decrease) in net assets resulting from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

 

 

 

 

3,544,892

 

 

 

3,544,892

 

Net realized gain (loss) on investments

 

 

 

 

 

 

 

 

 

 

 

7,172

 

 

 

7,172

 

Net change in unrealized appreciation (depreciation) on investments

 

 

 

 

 

 

 

 

 

 

 

35,589

 

 

 

35,589

 

Capital transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares

 

 

34,393

 

 

 

344

 

 

 

899,656

 

 

 

 

 

 

900,000

 

Issuance of common shares pursuant to distribution reinvestment plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to shareholders

 

 

 

 

 

 

 

 

 

 

(6,076,005

)

 

 

(6,076,005

)

Total increase (decrease) for the three months ended September 30, 2024

 

 

34,393

 

 

 

344

 

 

 

899,656

 

 

 

(2,488,352

)

 

 

(1,588,352

)

Net assets at September 30, 2024

 

 

4,434,393

 

 

$

44,344

 

 

$

110,855,656

 

 

$

419,545

 

 

$

111,319,545

 

Distributions per share

 

 

 

 

 

 

 

 

 

 

 

1.37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at December 31, 2023

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Increase (decrease) in net assets resulting from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

 

 

 

 

6,075,928

 

 

 

6,075,928

 

Net realized gain (loss) on investments

 

 

 

 

 

 

 

 

 

 

 

7,172

 

 

 

7,172

 

Net change in unrealized appreciation (depreciation)
   on investments

 

 

 

 

 

 

 

 

 

 

 

412,450

 

 

 

412,450

 

Capital transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares

 

 

4,434,793

 

 

 

44,348

 

 

 

110,865,652

 

 

 

 

 

 

110,910,000

 

Issuance of common shares pursuant to distribution reinvestment plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of common shares

 

 

(400

)

 

 

(4

)

 

 

(9,996

)

 

 

 

 

(10,000

)

Distributions to shareholders

 

 

 

 

 

 

 

 

 

 

 

(6,076,005

)

 

 

(6,076,005

)

Total increase (decrease) for the nine months ended
   September 30, 2024

 

 

4,434,393

 

 

 

44,344

 

 

 

110,855,656

 

 

 

419,545

 

 

 

111,319,545

 

Net assets at September 30, 2024

 

 

4,434,393

 

 

$

44,344

 

 

$

110,855,656

 

 

$

419,545

 

 

$

111,319,545

 

Distributions declared per share

 

 

 

 

 

 

 

 

 

 

$

1.37

 

 

 

 

 

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)

 

 

Common Units

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Par Amount

 

 

Paid in Capital in
Excess of Par

 

 

Distributable
Earnings

 

 

Total
Net Assets

 

Net assets at June 30, 2023

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Increase (decrease) in net assets resulting from
   operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized appreciation (depreciation)
   on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total increase (decrease) for the three months ended
   June 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at September 30, 2023

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Distributions declared per share

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at June 8, 2023 (Inception)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in net assets resulting from
   operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized appreciation (depreciation)
   on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total increase (decrease) for the period from June 8, 2023 (inception) ended
   June 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at September 30, 2023

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Distributions declared per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

6


 

AB Private Lending Fund

Consolidated Statements of Cash Flows (unaudited)

 

 

For the Nine Months Ended September 30, 2024

 

 

For the Period
from June 8,
2023 (Inception)
to September 30, 2023

 

Cash flows from operating activities

 

 

 

 

 

 

Net increase (decrease) in net assets resulting from operations

 

$

6,495,550

 

 

$

 

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

 

 

 

 

 

 

Purchases of investments

 

 

(180,051,987

)

 

 

 

Proceeds from sales of investments and principal repayments

 

 

23,714,627

 

 

 

 

Payment-in-kind investments

 

 

(190,666

)

 

 

 

Net realized (gain) loss on investments

 

 

(7,172

)

 

 

 

Net change in unrealized (appreciation) depreciation on investments

 

 

(412,450

)

 

 

 

Amortization of premium and accretion of discount, net

 

 

(455,545

)

 

 

 

Amortization of discount, debt issuance and deferred financing costs

 

 

738,923

 

 

 

 

Amortization of deferred offering costs

 

 

639,219

 

 

 

 

Increase or decrease in operating assets and liabilities:

 

 

 

 

 

 

      (Increase) decrease in interest receivable

 

 

(1,123,394

)

 

 

 

      (Increase) decrease in receivable for investments sold

 

 

(715

)

 

 

 

      (Increase) decrease in prepaid expenses

 

 

(98,333

)

 

 

 

      (Increase) decrease in receivable due from Adviser

 

 

518,733

 

 

 

(463,345

)

      (Increase) decrease in other assets

 

 

 

 

 

 

     Increase (decrease) in interest and borrowing expenses payable

 

 

4,011,595

 

 

 

 

      (Increase) decrease in deferred offering costs

 

 

 

 

 

(486,416

)

      Increase (decrease) in organization expense payable

 

 

(518,733

)

 

 

463,345

 

      Increase (decrease) in payable to Adviser

 

 

235,696

 

 

 

 

      Increase (decrease) in incentive fee payable

 

 

379,567

 

 

 

 

      Increase (decrease) in management fees payable

 

 

590,752

 

 

 

 

      Increase (decrease) in professional fees payable

 

 

719,978

 

 

 

 

      Increase (decrease) in trustees’ fees payable

 

 

 

 

 

 

      Increase (decrease) in accrued expenses and other liabilities

 

 

144,680

 

 

 

 

      Increase (decrease) in administrator and custodian fees payable

 

 

101,286

 

 

 

 

      Increase (decrease) in transfer agent fees payable

 

 

8,774

 

 

 

 

      Increase (decrease) in offering cost payable

 

 

(617,381

)

 

 

486,416

 

      Increase (decrease) payable for investments purchased

 

 

19,175

 

 

 

 

Net cash provided by (used for) operating activities

 

 

(145,157,821

)

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Issuance of common shares

 

 

910,000

 

 

 

 

     Distributions paid

 

 

 

 

 

 

Redemption of common shares

 

 

(10,000

)

 

 

 

Financing costs paid

 

 

(3,419,566

)

 

 

 

Borrowings on credit facilities

 

 

69,000,000

 

 

 

 

Repayments of credit facilities

 

 

(26,500,000

)

 

 

 

Proceeds on term loans

 

 

125,000,000

 

 

 

 

Offering costs paid

 

 

(966,019

)

 

 

 

Net cash provided by (used for) financing activities

 

 

164,014,415

 

 

 

 

Net increase in (decrease) in cash

 

 

18,856,594

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

18,856,594

 

 

$

 

Supplemental and non-cash financing activities

 

 

 

 

 

 

Cash paid during the period for interest

 

$

1,718,370

 

 

$

 

Issuance of common shares in exchange for investments

 

$

110,000,000

 

 

$

 

 

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
Par
Amount

 

 

Cost

 

 

Fair Value

 

 

Footnotes

Investments at Fair Value —%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US Corporate Debt —  235.31%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1st Lien/Senior Secured Debt —  234.50%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AAH Topco, LLC

 

Health Care Providers & Services

 

Term Loan

 

10.19% (S + 5.25%; 0.75% Floor)

 

12/22/2027

 

 

2,590,004

 

 

 

2,543,199

 

 

 

2,557,629

 

 

(15)

AAH Topco, LLC

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

10.21% (S + 5.25%; 0.75% Floor)

 

12/22/2027

 

 

2,882,031

 

 

 

2,829,948

 

 

 

2,846,006

 

 

(15)

AAH Topco, LLC

 

Health Care Providers & Services

 

Revolver

 

— (S + 5.25%; 0.75% Floor)

 

12/22/2027

 

 

 

 

 

(5,009

)

 

 

(3,529

)

 

(6)(7)(15)

Admiral Buyer, Inc.

 

Diversified Financial Services

 

Delayed Draw Term Loan

 

10.36% (S + 5.50%; 0.75% Floor)

 

5/8/2028

 

 

29,168

 

 

 

28,437

 

 

 

29,168

 

 

(6)(15)

Admiral Buyer, Inc.

 

Diversified Financial Services

 

Term Loan

 

10.10% (S + 5.50%; 0.75% Floor)

 

5/8/2028

 

 

4,005,487

 

 

 

3,941,327

 

 

 

4,005,487

 

 

(15)

Admiral Buyer, Inc.

 

Diversified Financial Services

 

Delayed Draw Term Loan

 

10.44% (S + 5.50%; 0.75% Floor)

 

5/8/2028

 

 

202,008

 

 

 

198,376

 

 

 

202,008

 

 

(15)

Admiral Buyer, Inc.

 

Diversified Financial Services

 

Revolver

 

— (S + 5.50%; 0.75% Floor)

 

5/8/2028

 

 

 

 

 

(7,679

)

 

 

 

 

(6)(7)(15)

Amercare Royal LLC

 

Commercial Services & Supplies

 

Term Loan

 

9.84% (S + 5.00%; 1.00% Floor)

 

9/10/2030

 

 

1,010,705

 

 

 

1,000,598

 

 

 

1,000,598

 

 

(15)

Amercare Royal LLC

 

Commercial Services & Supplies

 

Revolver

 

11.36% (S + 5.00%; 1.00% Floor)

 

9/10/2030

 

 

54,279

 

 

 

52,782

 

 

 

52,782

 

 

(6)(15)

Amercare Royal LLC

 

Commercial Services & Supplies

 

Delayed Draw Term Loan

 

— (S + 5.00%; 1.00% Floor)

 

9/10/2030

 

 

 

 

 

 

 

 

 

 

(6)(15)

Amercare Royal LLC

 

Commercial Services & Supplies

 

Delayed Draw Term Loan

 

— (S + 5.00%; 1.00% Floor)

 

9/10/2030

 

 

 

 

 

(805

)

 

 

(805

)

 

(6)(7)(15)

Ampler QSR Holdings LLC

 

Hotels, Restaurants & Leisure

 

Term Loan

 

10.99% (S + 6.00%; 1.00% Floor)

 

7/21/2027

 

 

4,733,231

 

 

 

4,699,249

 

 

 

4,733,231

 

 

(15)

Avalara, Inc.

 

Diversified Consumer Services

 

Term Loan

 

10.85% (S + 6.25%; 0.75% Floor)

 

10/19/2028

 

 

3,975,452

 

 

 

3,975,452

 

 

 

3,975,452

 

 

(15)

Avalara, Inc.

 

Diversified Consumer Services

 

Revolver

 

— (S + 5.25%; 0.75% Floor)

 

10/19/2028

 

 

 

 

 

 

 

 

 

 

(6)(15)

Avant Communications, LLC

 

Diversified Telecommunication Services

 

Term Loan

 

9.75% (S + 5.00%; 1.00% Floor)

 

11/30/2026

 

 

5,471,982

 

 

 

5,471,982

 

 

 

5,471,982

 

 

(15)

Avant Communications, LLC

 

Diversified Telecommunication Services

 

Revolver

 

— (S + 5.00%; 1.00% Floor)

 

11/30/2026

 

 

 

 

 

 

 

 

 

 

(6)(15)

Azurite Intermediate Holdings, Inc.

 

Software

 

Term Loan

 

11.34% (S + 6.50%; 0.75% Floor)

 

3/19/2031

 

 

919,753

 

 

 

906,516

 

 

 

910,555

 

 

(15)

Azurite Intermediate Holdings, Inc.

 

Software

 

Revolver

 

— (S + 6.50%; 0.75% Floor)

 

3/19/2031

 

 

 

 

 

(4,721

)

 

 

(3,345

)

 

(7)(15)

Azurite Intermediate Holdings, Inc.

 

Software

 

Delayed Draw Term Loan

 

11.34% (S + 6.50%; 0.75% Floor)

 

3/19/2031

 

 

1,337,822

 

 

 

1,313,310

 

 

 

1,332,596

 

 

(6)(15)

Bonterra LLC

 

Diversified Financial Services

 

Term Loan

 

12.18% (S + 7.00%; 0.75% Floor)

 

9/8/2027

 

 

73,105

 

 

 

72,009

 

 

 

72,557

 

 

(15)

Bonterra LLC

 

Diversified Financial Services

 

Term Loan

 

11.60% (S + 7.00%; 0.75% Floor)

 

9/8/2027

 

 

2,677,494

 

 

 

2,665,500

 

 

 

2,657,412

 

 

(15)

Bonterra LLC

 

Diversified Financial Services

 

Revolver

 

11.63% (S + 7.00%; 0.75% Floor)

 

9/8/2027

 

 

100,128

 

 

 

99,367

 

 

 

98,833

 

 

(6)(15)

Bridgepointe Technologies, LLC

 

Technology Hardware, Storage & Peripherals

 

Term Loan

 

9.60% (S + 5.00%; 1.00% Floor)

 

12/31/2027

 

 

815,560

 

 

 

810,023

 

 

 

803,326

 

 

(15)

Bridgepointe Technologies, LLC

 

Technology Hardware, Storage & Peripherals

 

Delayed Draw Term Loan

 

9.60% (S + 5.00%; 1.00% Floor)

 

12/31/2027

 

 

1,834,112

 

 

 

1,821,660

 

 

 

1,806,601

 

 

(15)

Bridgepointe Technologies, LLC

 

Technology Hardware, Storage & Peripherals

 

Term Loan

 

9.60% (S + 5.00%; 1.00% Floor)

 

12/31/2027

 

 

1,176,410

 

 

 

1,168,423

 

 

 

1,158,764

 

 

(15)

Bridgepointe Technologies, LLC

 

Technology Hardware, Storage & Peripherals

 

Delayed Draw Term Loan

 

9.60% (S + 5.00%; 1.00% Floor)

 

12/31/2027

 

 

931,361

 

 

 

925,038

 

 

 

917,391

 

 

(15)

Bridgepointe Technologies, LLC

 

Technology Hardware, Storage & Peripherals

 

Delayed Draw Term Loan

 

9.60% (S + 5.00%; 1.00% Floor)

 

12/31/2027

 

 

714,708

 

 

 

709,856

 

 

 

703,988

 

 

(15)

Brightspot Buyer, Inc.

 

Media

 

Term Loan

 

11.65% (S + 6.50%; 0.75% Floor)

 

11/16/2027

 

 

345,334

 

 

 

338,318

 

 

 

340,154

 

 

(15)

Brightspot Buyer, Inc.

 

Media

 

Term Loan

 

11.65% (S + 6.50%; 0.75% Floor)

 

11/16/2027

 

 

1,704,996

 

 

 

1,670,357

 

 

 

1,679,421

 

 

(15)

Brightspot Buyer, Inc.

 

Media

 

Revolver

 

— (S + 6.50%; 0.75% Floor)

 

11/16/2027

 

 

 

 

 

(4,056

)

 

 

(3,025

)

 

(6)(7)(15)

BSI2 Hold Nettle, LLC

 

Real Estate Management & Development

 

Term Loan

 

10.26% (S + 5.00%; 0.75% Floor)

 

6/30/2028

 

 

1,806,883

 

 

 

1,782,032

 

 

 

1,793,331

 

 

(15)

BSI2 Hold Nettle, LLC

 

Real Estate Management & Development

 

Revolver

 

10.09% (S + 5.00%; 0.75% Floor)

 

6/30/2028

 

 

103,712

 

 

 

100,585

 

 

 

101,983

 

 

(6)(15)

Businessolver.com, Inc.

 

Professional Services

 

Term Loan

 

10.20% (S + 5.50%; 0.75% Floor)

 

12/1/2027

 

 

3,090,801

 

 

 

3,090,801

 

 

 

3,090,801

 

 

(15)

Businessolver.com, Inc.

 

Professional Services

 

Delayed Draw Term Loan

 

10.20% (S + 5.50%; 0.75% Floor)

 

12/1/2027

 

 

110,423

 

 

 

110,423

 

 

 

110,423

 

 

(6)(15)

 

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

8


 

Portfolio Company

 

Industry

 

Facility Type

 

Interest

 

Maturity

 

Funded
Par
Amount

 

 

Cost

 

 

Fair Value

 

 

Footnotes

BV EMS Buyer, Inc

 

Health Care Technology

 

Term Loan

 

10.69% (S + 5.75%; 1.00% Floor)

 

11/23/2027

 

 

965,740

 

 

 

948,317

 

 

 

965,740

 

 

(15)

BV EMS Buyer, Inc

 

Health Care Technology

 

Revolver

 

10.69% (S + 5.75%; 1.00% Floor)

 

11/23/2027

 

 

64,544

 

 

 

62,963

 

 

 

64,544

 

 

(6)(15)

BV EMS Buyer, Inc

 

Health Care Technology

 

Term Loan

 

10.69% (S + 5.75%; 1.00% Floor)

 

11/23/2027

 

 

1,290,678

 

 

 

1,267,392

 

 

 

1,290,678

 

 

(15)

BV EMS Buyer, Inc

 

Health Care Technology

 

Delayed Draw Term Loan

 

10.69% (S + 5.75%; 1.00% Floor)

 

11/23/2027

 

 

1,301,455

 

 

 

1,277,978

 

 

 

1,301,455

 

 

(15)

Cerifi, LLC

 

Banks

 

Term Loan

 

10.70% (S + 5.75%; 1.00% Floor)

 

3/31/2028

 

 

2,599,627

 

 

 

2,516,487

 

 

 

2,560,633

 

 

(15)

Cerifi, LLC

 

Banks

 

Revolver

 

10.69% (S + 5.75%; 1.00% Floor)

 

4/1/2027

 

 

137,122

 

 

 

132,912

 

 

 

135,065

 

 

(15)

Community Based Care Acquisition, Inc.

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

9.95% (S + 5.25%; 1.00% Floor)

 

9/16/2027

 

 

813,248

 

 

 

798,690

 

 

 

809,182

 

 

(15)

Community Based Care Acquisition, Inc.

 

Health Care Providers & Services

 

Term Loan

 

9.95% (S + 5.25%; 1.00% Floor)

 

9/16/2027

 

 

2,128,822

 

 

 

2,090,715

 

 

 

2,118,178

 

 

(15)

Community Based Care Acquisition, Inc.

 

Health Care Providers & Services

 

Revolver

 

— (S + 5.25%; 1.00% Floor)

 

9/16/2027

 

 

 

 

 

(5,865

)

 

 

(1,664

)

 

(6)(7)(15)

Community Based Care Acquisition, Inc.

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

10.20% (S + 5.50%; 1.00% Floor)

 

9/16/2027

 

 

1,079,487

 

 

 

1,067,422

 

 

 

1,076,788

 

 

(15)

Datacor, Inc.

 

Chemicals

 

Term Loan

 

10.84% (S + 6.00%; 1.00% Floor)

 

3/13/2029

 

 

5,500,000

 

 

 

5,447,580

 

 

 

5,500,000

 

 

(15)

Datacor, Inc.

 

Chemicals

 

Delayed Draw Term Loan

 

— (S + 6.00%; 1.00% Floor)

 

3/13/2029

 

 

 

 

 

(7,753

)

 

 

 

 

(6)(7)(15)

Datacor, Inc.

 

Chemicals

 

Revolver

 

— (S + 6.00%; 1.00% Floor)

 

3/13/2029

 

 

 

 

 

(2,586

)

 

 

 

 

(6)(7)(15)

EET Buyer, Inc.

 

Construction & Engineering

 

Term Loan

 

10.05% (S + 5.00%; 0.75% Floor)

 

11/8/2027

 

 

1,349,755

 

 

 

1,343,277

 

 

 

1,349,755

 

 

(15)

EET Buyer, Inc.

 

Construction & Engineering

 

Term Loan

 

10.05% (S + 5.00%; 0.75% Floor)

 

11/8/2027

 

 

2,783,432

 

 

 

2,770,920

 

 

 

2,783,432

 

 

(15)

EET Buyer, Inc.

 

Construction & Engineering

 

Revolver

 

— (S + 5.00%; 0.75% Floor)

 

11/8/2027

 

 

 

 

 

(1,676

)

 

 

 

 

(6)(7)(15)

Exterro, Inc.

 

Software

 

Revolver

 

— (S + 5.50%; 1.00% Floor)

 

6/1/2027

 

 

 

 

 

 

 

 

 

 

(6)(15)

Exterro, Inc.

 

Software

 

Term Loan

 

10.66% (S + 5.50%; 1.00% Floor)

 

6/1/2027

 

 

3,635,986

 

 

 

3,635,986

 

 

 

3,635,986

 

 

(15)

Foundation Risk Partners, Corp.

 

Insurance

 

Term Loan

 

9.85% (S + 5.25%; 0.75% Floor)

 

10/29/2030

 

 

4,128,670

 

 

 

4,128,670

 

 

 

4,128,670

 

 

(15)

Foundation Risk Partners, Corp.

 

Insurance

 

Delayed Draw Term Loan

 

9.85% (S + 5.25%; 0.75% Floor)

 

10/29/2030

 

 

897,951

 

 

 

897,951

 

 

 

897,951

 

 

(15)

Foundation Risk Partners, Corp.

 

Insurance

 

Revolver

 

— (S + 5.25%; 0.75% Floor)

 

10/29/2029

 

 

 

 

 

 

 

 

 

 

(6)(15)

Foundation Risk Partners, Corp.

 

Insurance

 

Term Loan

 

9.85% (S + 5.25%; 0.75% Floor)

 

10/29/2030

 

 

88,339

 

 

 

88,339

 

 

 

88,339

 

 

(15)

Foundation Risk Partners, Corp.

 

Insurance

 

Delayed Draw Term Loan

 

9.85% (S + 5.25%; 0.75% Floor)

 

10/29/2030

 

 

357,000

 

 

 

357,000

 

 

 

357,000

 

 

(15)

Fusion Holding, Corp.

 

Software

 

Term Loan

 

11.09% (S + 6.25%; 0.75% Floor)

 

9/14/2029

 

 

5,472,152

 

 

 

5,472,152

 

 

 

5,307,987

 

 

(15)

Fusion Holding, Corp.

 

Software

 

Revolver

 

— (S + 6.25%; 0.75% Floor)

 

9/15/2027

 

 

 

 

 

 

 

 

(13,640

)

 

(6)(7)(15)

GHA Buyer, Inc.

 

Health Care Technology

 

Term Loan

 

10.10% (S + 5.50%; 1.00% Floor)

 

6/24/2026

 

 

740,481

 

 

 

728,772

 

 

 

736,778

 

 

(15)

GHA Buyer, Inc.

 

Health Care Technology

 

Term Loan

 

10.10% (S + 5.50%; 1.00% Floor)

 

6/24/2026

 

 

85,908

 

 

 

84,550

 

 

 

85,479

 

 

(15)

GHA Buyer, Inc.

 

Health Care Technology

 

Term Loan

 

10.10% (S + 5.50%; 1.00% Floor)

 

6/24/2026

 

 

761,732

 

 

 

749,688

 

 

 

757,923

 

 

(15)

GHA Buyer, Inc.

 

Health Care Technology

 

Term Loan

 

10.10% (S + 5.50%; 1.00% Floor)

 

6/24/2026

 

 

865,617

 

 

 

851,931

 

 

 

861,289

 

 

(15)

GHA Buyer, Inc.

 

Health Care Technology

 

Delayed Draw Term Loan

 

10.10% (S + 5.50%; 1.00% Floor)

 

6/24/2026

 

 

151,483

 

 

 

149,088

 

 

 

150,726

 

 

(15)

GHA Buyer, Inc.

 

Health Care Technology

 

Term Loan

 

10.10% (S + 5.50%; 1.00% Floor)

 

6/24/2026

 

 

143,563

 

 

 

140,911

 

 

 

142,845

 

 

(15)

Greenhouse Software, Inc.

 

Professional Services

 

Term Loan

 

10.85% (S + 6.25%; 1.00% Floor)

 

9/1/2028

 

 

5,500,000

 

 

 

5,474,621

 

 

 

5,500,000

 

 

(15)

Greenlight Intermediate II, Inc.

 

Diversified Telecommunication Services

 

Term Loan

 

10.25% (S + 5.50%; 0.75% Floor)

 

6/1/2028

 

 

2,436,811

 

 

 

2,414,490

 

 

 

2,436,811

 

 

(15)

Greenlight Intermediate II, Inc.

 

Diversified Telecommunication Services

 

Delayed Draw Term Loan

 

10.25% (S + 5.50%; 0.75% Floor)

 

6/1/2028

 

 

3,063,189

 

 

 

3,035,129

 

 

 

3,063,189

 

 

(15)

GS AcquisitionCo, Inc.

 

Diversified Financial Services

 

Term Loan

 

9.85% (S + 5.25%; 1.00% Floor)

 

5/25/2028

 

 

793,353

 

 

 

790,103

 

 

 

789,386

 

 

(15)

GS AcquisitionCo, Inc.

 

Diversified Financial Services

 

Revolver

 

9.85% (S + 5.25%; 1.00% Floor)

 

5/25/2028

 

 

4,013

 

 

 

3,874

 

 

 

3,858

 

 

(6)(15)

GS AcquisitionCo, Inc.

 

Diversified Financial Services

 

Delayed Draw Term Loan

 

— (S + 5.25%; 0.75% Floor)

 

5/25/2028

 

 

 

 

 

 

 

 

 

 

(6)(15)

Higginbotham Insurance Agency, Inc.

 

Insurance

 

Term Loan

 

9.35% (S + 4.50%; 1.00% Floor)

 

11/24/2028

 

 

4,918,294

 

 

 

4,918,294

 

 

 

4,881,407

 

 

(15)

 

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

9


 

Portfolio Company

 

Industry

 

Facility Type

 

Interest

 

Maturity

 

Funded
Par
Amount

 

 

Cost

 

 

Fair Value

 

 

Footnotes

HireVue, Inc.

 

Diversified Financial Services

 

Term Loan

 

12.50% (S + 7.25%; 1.00% Floor)

 

5/3/2029

 

 

4,227,957

 

 

 

4,188,290

 

 

 

4,175,108

 

 

(15)

HireVue, Inc.

 

Diversified Financial Services

 

Revolver

 

12.37% (S + 7.25%; 1.00% Floor)

 

5/3/2029

 

 

220,187

 

 

 

215,213

 

 

 

213,427

 

 

(6)(15)

Honor HN Buyer, Inc.

 

Health Care Providers & Services

 

Term Loan

 

10.50% (S + 5.75%; 1.00% Floor)

 

10/15/2027

 

 

1,054,220

 

 

 

1,054,220

 

 

 

1,054,220

 

 

(15)

Honor HN Buyer, Inc.

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

10.50% (S + 5.75%; 1.00% Floor)

 

10/15/2027

 

 

664,958

 

 

 

664,958

 

 

 

664,958

 

 

(15)

Honor HN Buyer, Inc.

 

Health Care Providers & Services

 

Revolver

 

12.75% (S + 5.75%; 1.00% Floor)

 

10/15/2027

 

 

14,643

 

 

 

14,643

 

 

 

14,643

 

 

(6)(15)

Honor HN Buyer, Inc.

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

10.50% (S + 5.75%; 1.00% Floor)

 

10/15/2027

 

 

736,088

 

 

 

734,626

 

 

 

736,088

 

 

(6)(15)

Iodine Software, LLC

 

Health Care Technology

 

Term Loan

 

10.09% (S + 5.25%; 1.00% Floor)

 

5/19/2027

 

 

2,416,011

 

 

 

2,416,011

 

 

 

2,416,011

 

 

(15)

Iodine Software, LLC

 

Health Care Technology

 

Delayed Draw Term Loan

 

10.09% (S + 5.25%; 1.00% Floor)

 

5/19/2027

 

 

3,055,723

 

 

 

3,055,723

 

 

 

3,055,723

 

 

(15)

Iodine Software, LLC

 

Health Care Technology

 

Revolver

 

— (S + 5.25%; 1.00% Floor)

 

5/19/2027

 

 

 

 

 

 

 

 

 

 

(6)(15)

Iodine Software, LLC

 

Health Care Technology

 

Delayed Draw Term Loan

 

— (S + 5.25%; 1.00% Floor)

 

5/19/2027

 

 

 

 

 

 

 

 

 

 

(6)(15)

LeadVenture, Inc.

 

Auto Components

 

Term Loan

 

9.84% (S + 5.00%; 0.75% Floor)

 

8/28/2026

 

 

4,876,865

 

 

 

4,827,331

 

 

 

4,828,097

 

 

(15)

LeadVenture, Inc.

 

Auto Components

 

Term Loan

 

9.84% (S + 5.00%; 0.75% Floor)

 

8/28/2026

 

 

31,450

 

 

 

31,131

 

 

 

31,136

 

 

(15)

LeadVenture, Inc.

 

Auto Components

 

Term Loan

 

9.84% (S + 5.00%; 0.75% Floor)

 

8/28/2026

 

 

562,554

 

 

 

556,840

 

 

 

556,928

 

 

(15)

Mastery Acquisition Corp.

 

Diversified Consumer Services

 

Term Loan

 

9.49% (S + 5.25%; 1.00% Floor)

 

9/7/2029

 

 

1,228,665

 

 

 

1,215,629

 

 

 

1,228,665

 

 

(15)

Mavenlink, Inc.

 

Professional Services

 

Term Loan

 

1.45% (S ; 6.25% PIK)

 

6/3/2027

 

 

2,626,149

 

 

 

2,533,387

 

 

 

2,567,061

 

 

(15)

Mavenlink, Inc.

 

Professional Services

 

Revolver

 

1.44% (S ; 6.25% PIK)

 

6/3/2027

 

 

210,605

 

 

 

204,429

 

 

 

204,749

 

 

(6)(15)

MBS Holdings, Inc.

 

Diversified Telecommunication Services

 

Term Loan

 

10.59% (S + 5.75%; 1.00% Floor)

 

4/16/2027

 

 

4,402,556

 

 

 

4,363,920

 

 

 

4,391,550

 

 

(15)

Medical Management Resource Group, L.L.C.

 

Health Care Providers & Services

 

Term Loan

 

10.70% (S + 6.00%; 0.75% Floor)

 

9/30/2027

 

 

1,041,018

 

 

 

1,008,281

 

 

 

1,022,800

 

 

(15)

Medical Management Resource Group, L.L.C.

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

10.70% (S + 6.00%; 0.75% Floor)

 

9/30/2027

 

 

433,644

 

 

 

420,007

 

 

 

426,055

 

 

(15)

Medical Management Resource Group, L.L.C.

 

Health Care Providers & Services

 

Revolver

 

10.74% (S + 6.00%; 0.75% Floor)

 

9/30/2026

 

 

47,106

 

 

 

44,658

 

 

 

45,634

 

 

(6)(15)

MMP Intermediate, LLC

 

Hotels, Restaurants & Leisure

 

Term Loan

 

11.20% (S + 6.25%; 1.00% Floor)

 

2/15/2029

 

 

3,792,876

 

 

 

3,768,183

 

 

 

3,783,394

 

 

(15)

MMP Intermediate, LLC

 

Hotels, Restaurants & Leisure

 

Revolver

 

— (S + 6.25%; 1.00% Floor)

 

2/15/2029

 

 

 

 

 

(1,519

)

 

 

(595

)

 

(6)(7)(15)

Moon Buyer, Inc.

 

Software

 

Term Loan

 

9.45% (S + 4.75%; 1.00% Floor)

 

4/21/2027

 

 

2,870,915

 

 

 

2,852,042

 

 

 

2,870,915

 

 

(15)

Moon Buyer, Inc.

 

Software

 

Delayed Draw Term Loan

 

9.45% (S + 4.75%; 1.00% Floor)

 

4/21/2027

 

 

265,039

 

 

 

263,296

 

 

 

265,039

 

 

(15)

Mr. Greens Intermediate, LLC

 

Food & Staples Retailing

 

Term Loan

 

11.46% (S + 6.25%; 1.00% Floor)

 

5/1/2029

 

 

2,047,865

 

 

 

2,047,865

 

 

 

2,047,865

 

 

(15)

Mr. Greens Intermediate, LLC

 

Food & Staples Retailing

 

Delayed Draw Term Loan

 

— (S + 6.25%; 1.00% Floor)

 

5/1/2029

 

 

 

 

 

 

 

 

 

 

(6)(15)

Mr. Greens Intermediate, LLC

 

Food & Staples Retailing

 

Revolver

 

— (S + 6.25%; 1.00% Floor)

 

5/1/2029

 

 

 

 

 

 

 

 

 

 

(6)(15)

MSP Global Holdings, Inc.

 

Technology Hardware, Storage & Peripherals

 

Term Loan

 

11.03% (S + 5.50%; 1.00% Floor)

 

4/9/2029

 

 

1,608,252

 

 

 

1,578,192

 

 

 

1,596,190

 

 

(15)

MSP Global Holdings, Inc.

 

Technology Hardware, Storage & Peripherals

 

Delayed Draw Term Loan

 

— (S + 5.50%; 1.00% Floor)

 

4/9/2029

 

 

 

 

 

(4,088

)

 

 

(1,670

)

 

(6)(7)(15)

MSP Global Holdings, Inc.

 

Technology Hardware, Storage & Peripherals

 

Term Loan

 

11.07% (S + 5.50%; 1.00% Floor)

 

4/9/2029

 

 

3,328,249

 

 

 

3,263,343

 

 

 

3,303,287

 

 

(15)

MSP Global Holdings, Inc.

 

Technology Hardware, Storage & Peripherals

 

Delayed Draw Term Loan

 

11.00% (S + 5.50%; 1.00% Floor)

 

4/9/2029

 

 

259,979

 

 

 

255,117

 

 

 

258,029

 

 

(15)

MSP Global Holdings, Inc.

 

Technology Hardware, Storage & Peripherals

 

Revolver

 

11.03% (S + 5.50%; 1.00% Floor)

 

4/9/2029

 

 

125,799

 

 

 

115,779

 

 

 

121,733

 

 

(6)(15)

Nasuni Corporation

 

Software

 

Term Loan

 

10.68% (S + 5.75%; 4.93% Floor)

 

9/10/2030

 

 

1,515,838

 

 

 

1,493,172

 

 

 

1,493,100

 

 

(15)

Nasuni Corporation

 

Software

 

Revolver

 

— (S + 5.75%; 0.75% Floor)

 

9/10/2030

 

 

 

 

 

(4,737

)

 

 

(4,737

)

 

(6)(7)(15)

Navigate360, LLC

 

Diversified Consumer Services

 

Term Loan

 

10.94% (S + 6.00%; 1.00% Floor)

 

3/17/2027

 

 

315,268

 

 

 

311,134

 

 

 

311,328

 

 

(15)

Navigate360, LLC

 

Diversified Consumer Services

 

Delayed Draw Term Loan

 

— (S + 6.00%; 1.00% Floor)

 

3/17/2027

 

 

 

 

 

(7,694

)

 

 

(2,992

)

 

(6)(7)(15)

Navigate360, LLC

 

Diversified Consumer Services

 

Term Loan

 

10.94% (S + 6.00%; 1.00% Floor)

 

3/17/2027

 

 

1,775,066

 

 

 

1,751,788

 

 

 

1,752,878

 

 

(15)

Navigate360, LLC

 

Diversified Consumer Services

 

Delayed Draw Term Loan

 

10.94% (S + 6.00%; 1.00% Floor)

 

3/17/2027

 

 

764,644

 

 

 

754,616

 

 

 

755,086

 

 

(15)

Navigate360, LLC

 

Diversified Consumer Services

 

Revolver

 

— (S + 6.00%; 1.00% Floor)

 

3/17/2027

 

 

 

 

 

(3,378

)

 

 

(3,251

)

 

(6)(7)(15)

Navigate360, LLC

 

Diversified Consumer Services

 

Term Loan

 

10.94% (S + 6.00%; 1.00% Floor)

 

3/17/2027

 

 

573,347

 

 

 

565,828

 

 

 

566,181

 

 

(15)

 

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

10


 

Portfolio Company

 

Industry

 

Facility Type

 

Interest

 

Maturity

 

Funded
Par
Amount

 

 

Cost

 

 

Fair Value

 

 

Footnotes

NC Topco, LLC

 

Banks

 

Term Loan

 

10.09% (S + 2.00%; 0.75% Floor; 2.75% PIK)

 

9/1/2031

 

 

1,353,018

 

 

 

1,339,521

 

 

 

1,339,488

 

 

(15)

NC Topco, LLC

 

Banks

 

Revolver

 

— (S + 2.50%; 0.75% Floor)

 

9/1/2031

 

 

 

 

 

(1,539

)

 

 

(1,558

)

 

(6)(7)(15)

NC Topco, LLC

 

Banks

 

Delayed Draw Term Loan

 

— (S + 2.50%; 0.75% Floor)

 

8/29/2031

 

 

 

 

 

(1,923

)

 

 

(1,947

)

 

(6)(7)(15)

NI Topco, Inc.

 

Diversified Telecommunication Services

 

Term Loan

 

9.35% (S + 4.65%; 0.75% Floor)

 

12/28/2028

 

 

3,270,466

 

 

 

3,270,466

 

 

 

3,270,466

 

 

(15)

NI Topco, Inc.

 

Diversified Telecommunication Services

 

Term Loan

 

9.45% (S + 4.65%; 0.75% Floor)

 

12/28/2028

 

 

473,097

 

 

 

473,097

 

 

 

473,097

 

 

(15)

NMI Acquisitionco, Inc.

 

Internet and Direct Marketing Retail

 

Term Loan

 

9.94% (S + 5.00%; 0.75% Floor)

 

9/6/2028

 

 

2,417,387

 

 

 

2,350,445

 

 

 

2,387,170

 

 

(15)

NMI Acquisitionco, Inc.

 

Internet and Direct Marketing Retail

 

Revolver

 

— (S + 5.00%; 0.75% Floor)

 

9/6/2028

 

 

 

 

 

(5,368

)

 

 

(2,468

)

 

(6)(7)(15)

NMI Acquisitionco, Inc.

 

Internet and Direct Marketing Retail

 

Term Loan

 

9.94% (S + 5.00%; 0.75% Floor)

 

9/6/2028

 

 

360,956

 

 

 

350,960

 

 

 

356,444

 

 

(15)

NMI Acquisitionco, Inc.

 

Internet and Direct Marketing Retail

 

Term Loan

 

9.94% (S + 5.00%; 0.75% Floor)

 

9/6/2028

 

 

97,983

 

 

 

95,269

 

 

 

96,758

 

 

(15)

NMI Acquisitionco, Inc.

 

Internet and Direct Marketing Retail

 

Term Loan

 

9.94% (S + 5.00%; 0.75% Floor)

 

9/6/2028

 

 

1,305,633

 

 

 

1,269,478

 

 

 

1,289,313

 

 

(15)

NMI Acquisitionco, Inc.

 

Internet and Direct Marketing Retail

 

Delayed Draw Term Loan

 

9.94% (S + 5.00%; 0.75% Floor)

 

9/6/2028

 

 

1,289,312

 

 

 

1,253,608

 

 

 

1,273,196

 

 

(15)

Pace Health Companies, LLC

 

Health Care Providers & Services

 

Term Loan

 

10.00% (S + 5.25%; 1.00% Floor)

 

8/3/2026

 

 

2,789,998

 

 

 

2,789,998

 

 

 

2,789,998

 

 

(15)

Peter C. Foy & Associates Insurance Services, LLC

 

Insurance

 

Delayed Draw Term Loan

 

10.34% (S + 5.50%; 0.75% Floor)

 

11/1/2028

 

 

2,714,480

 

 

 

2,701,911

 

 

 

2,700,908

 

 

(15)

Peter C. Foy & Associates Insurance Services, LLC

 

Insurance

 

Term Loan

 

10.75% (S + 5.50%; 0.75% Floor)

 

11/1/2028

 

 

193,101

 

 

 

192,207

 

 

 

192,135

 

 

(15)

Peter C. Foy & Associates Insurance Services, LLC

 

Insurance

 

Delayed Draw Term Loan

 

10.34% (S + 5.50%; 0.75% Floor)

 

11/1/2028

 

 

483,213

 

 

 

480,976

 

 

 

480,797

 

 

(15)

Ping Identity Holding Corp.

 

Software

 

Term Loan

 

9.35% (S + 4.75%; 0.75% Floor)

 

10/17/2029

 

 

4,490,287

 

 

 

4,490,287

 

 

 

4,490,287

 

 

(15)

Ping Identity Holding Corp.

 

Software

 

Revolver

 

— (S + 4.75%; 0.75% Floor)

 

10/17/2028

 

 

 

 

 

 

 

 

 

 

(6)(15)

Pinnacle Treatment Centers, Inc.

 

Health Care Providers & Services

 

Term Loan

 

10.55% (S + 5.50%; 1.00% Floor)

 

1/4/2027

 

 

926,131

 

 

 

926,131

 

 

 

919,185

 

 

(15)

Pinnacle Treatment Centers, Inc.

 

Health Care Providers & Services

 

Term Loan

 

10.55% (S + 5.50%; 1.00% Floor)

 

1/4/2027

 

 

70,509

 

 

 

70,509

 

 

 

69,980

 

 

(15)

Pinnacle Treatment Centers, Inc.

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

10.55% (S + 5.50%; 1.00% Floor)

 

1/4/2027

 

 

77,894

 

 

 

77,894

 

 

 

77,310

 

 

(15)

Pinnacle Treatment Centers, Inc.

 

Health Care Providers & Services

 

Term Loan

 

10.55% (S + 5.50%; 1.00% Floor)

 

1/4/2027

 

 

37,424

 

 

 

37,424

 

 

 

37,144

 

 

(15)

Priority OnDemand Midco 2, L.P.

 

Health Care Equipment & Supplies

 

Term Loan

 

10.05% (S + 5.25%; 1.00% Floor)

 

7/17/2028

 

 

3,187,522

 

 

 

3,187,522

 

 

 

3,187,522

 

 

(15)

Priority OnDemand Midco 2, L.P.

 

Health Care Equipment & Supplies

 

Delayed Draw Term Loan

 

10.05% (S + 5.25%; 1.00% Floor)

 

7/17/2028

 

 

50,217

 

 

 

50,217

 

 

 

50,217

 

 

(6)(15)

Ranger Buyer, Inc.

 

Commercial Services & Supplies

 

Term Loan

 

9.60% (S + 5.00%; 0.75% Floor)

 

11/20/2028

 

 

5,471,939

 

 

 

5,421,237

 

 

 

5,471,939

 

 

(15)

Ranger Buyer, Inc.

 

Commercial Services & Supplies

 

Revolver

 

— (S + 5.00%; 0.75% Floor)

 

11/18/2027

 

 

 

 

 

(3,225

)

 

 

 

 

(6)(7)(15)

Redwood Family Care Network, Inc.

 

Health Care Providers & Services

 

Term Loan

 

10.50% (S + 5.75%; 1.00% Floor)

 

6/18/2026

 

 

2,263,487

 

 

 

2,237,136

 

 

 

2,252,170

 

 

(15)

Redwood Family Care Network, Inc.

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

10.50% (S + 5.75%; 1.00% Floor)

 

6/18/2026

 

 

1,978,981

 

 

 

1,958,783

 

 

 

1,969,086

 

 

(15)

Redwood Family Care Network, Inc.

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

10.50% (S + 5.75%; 1.00% Floor)

 

6/18/2026

 

 

1,229,434

 

 

 

1,215,122

 

 

 

1,223,287

 

 

(15)

REP TEC Intermediate Holdings, Inc.

 

Professional Services

 

Term Loan

 

10.35% (S + 5.75%; 1.00% Floor)

 

12/1/2027

 

 

56,591

 

 

 

56,591

 

 

 

56,591

 

 

(15)

REP TEC Intermediate Holdings, Inc.

 

Professional Services

 

Term Loan

 

10.35% (S + 5.75%; 1.00% Floor)

 

12/1/2027

 

 

5,415,842

 

 

 

5,415,842

 

 

 

5,415,842

 

 

(15)

REP TEC Intermediate Holdings, Inc.

 

Professional Services

 

Revolver

 

— (S + 5.75%; 1.00% Floor)

 

12/1/2027

 

 

 

 

 

 

 

 

 

 

(6)(15)

Ridge Trail US Bidco, Inc.

 

Capital Markets

 

Term Loan

 

9.35% (S + 4.75%; 0.75% Floor)

 

9/30/2031

 

 

778,807

 

 

 

767,129

 

 

 

767,124

 

 

(15)

Ridge Trail US Bidco, Inc.

 

Capital Markets

 

Delayed Draw Term Loan

 

— (S + 4.75%; 0.75% Floor)

 

9/30/2031

 

 

 

 

 

(2,013

)

 

 

(2,014

)

 

(6)(7)(15)

Ridge Trail US Bidco, Inc.

 

Capital Markets

 

Revolver

 

9.35% (S + 4.75%; 0.75% Floor)

 

3/30/2031

 

 

13,428

 

 

 

12,086

 

 

 

12,085

 

 

(6)(15)

Sako and Partners Lower Holdings LLC

 

Real Estate Management & Development

 

Term Loan

 

9.10% (S + 4.50%; 1.00% Floor)

 

9/15/2028

 

 

4,415,859

 

 

 

4,415,859

 

 

 

4,393,780

 

 

(15)

Sako and Partners Lower Holdings LLC

 

Real Estate Management & Development

 

Delayed Draw Term Loan

 

9.10% (S + 4.50%; 1.00% Floor)

 

9/15/2028

 

 

1,056,318

 

 

 

1,056,318

 

 

 

1,051,036

 

 

(15)

Sako and Partners Lower Holdings LLC

 

Real Estate Management & Development

 

Revolver

 

— (S + 4.50%; 1.00% Floor)

 

9/15/2028

 

 

 

 

 

 

 

 

(1,873

)

 

(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
Par
Amount

 

 

Cost

 

 

Fair Value

 

 

Footnotes

Salisbury House, LLC

 

Diversified Consumer Services

 

Term Loan

 

11.15% (S + 5.75%; 1.00% Floor)

 

2/27/2026

 

 

1,633,346

 

 

 

1,633,346

 

 

 

1,633,346

 

 

(15)

Salisbury House, LLC

 

Diversified Consumer Services

 

Term Loan

 

11.15% (S + 5.75%; 1.00% Floor)

 

2/27/2026

 

 

548,842

 

 

 

548,842

 

 

 

548,842

 

 

(15)

Salisbury House, LLC

 

Diversified Consumer Services

 

Term Loan

 

11.15% (S + 5.75%; 1.00% Floor)

 

2/27/2026

 

 

475,798

 

 

 

475,798

 

 

 

475,798

 

 

(15)

Sandstone Care Holdings, LLC

 

Health Care Providers & Services

 

Term Loan

 

10.85% (S + 5.50%; 1.00% Floor)

 

6/28/2028

 

 

1,802,273

 

 

 

1,802,273

 

 

 

1,631,057

 

 

(15)

Sandstone Care Holdings, LLC

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

10.73% (S + 5.50%; 1.00% Floor)

 

6/28/2028

 

 

359,752

 

 

 

357,255

 

 

 

318,352

 

 

(6)(15)

Sandstone Care Holdings, LLC

 

Health Care Providers & Services

 

Revolver

 

10.64% (S + 5.50%; 1.00% Floor)

 

6/28/2028

 

 

322,658

 

 

 

322,658

 

 

 

292,005

 

 

(15)

Sauce Labs Inc

 

Software

 

Revolver

 

— (S + 5.50%; 1.00% Floor)

 

8/16/2027

 

 

 

 

 

(8,751

)

 

 

(12,506

)

 

(6)(7)(15)

Sauce Labs Inc

 

Software

 

Revolver

 

11.35% (S + 5.00%; 1.00% Floor; 0.50% PIK)

 

8/16/2027

 

 

757,002

 

 

 

743,518

 

 

 

738,077

 

 

(15)

Sauce Labs Inc

 

Software

 

Term Loan

 

11.35% (S + 5.00%; 1.00% Floor; 0.50% PIK)

 

8/16/2027

 

 

2,909,890

 

 

 

2,858,056

 

 

 

2,837,143

 

 

(15)

Sauce Labs Inc

 

Software

 

Delayed Draw Term Loan

 

11.25% (S + 5.00%; 1.00% Floor; 0.50% PIK)

 

8/16/2027

 

 

320,894

 

 

 

312,249

 

 

 

307,635

 

 

(6)(15)

Serrano Parent, LLC

 

Software

 

Term Loan

 

11.62% (S + 6.50%; 1.00% Floor)

 

5/13/2030

 

 

5,500,000

 

 

 

5,395,233

 

 

 

5,362,500

 

 

(15)

Serrano Parent, LLC

 

Software

 

Revolver

 

— (S + 6.50%; 1.00% Floor)

 

5/13/2030

 

 

 

 

 

(10,091

)

 

 

(13,525

)

 

(6)(7)(15)

Soladoc, LLC

 

Health Care Equipment & Supplies

 

Term Loan

 

10.41% (S + 5.00%; 0.75% Floor)

 

6/12/2028

 

 

2,304,698

 

 

 

2,225,433

 

 

 

2,224,033

 

 

(15)

Soladoc, LLC

 

Health Care Equipment & Supplies

 

Revolver

 

— (S + 5.00%; 0.75% Floor)

 

6/12/2028

 

 

 

 

 

(7,787

)

 

 

(8,067

)

 

(6)(7)(15)

Telcor Buyer, Inc.

 

Health Care Technology

 

Term Loan

 

9.19% (S + 4.25%; 1.00% Floor)

 

8/20/2027

 

 

2,982,231

 

 

 

2,975,605

 

 

 

2,982,231

 

 

(15)

Telcor Buyer, Inc.

 

Health Care Technology

 

Revolver

 

— (S + 4.25%; 1.00% Floor)

 

8/20/2027

 

 

 

 

 

(248

)

 

 

 

 

(6)(7)(15)

Telesoft Holdings, LLC

 

Diversified Telecommunication Services

 

Term Loan

 

10.69% (S + 5.75%; 1.00% Floor)

 

12/16/2026

 

 

1,419,554

 

 

 

1,414,174

 

 

 

1,412,456

 

 

(15)

The Center for Orthopedic and Research Excellence, Inc.

 

Health Care Providers & Services

 

Term Loan

 

11.65% (S + 6.25%; 1.00% Floor)

 

8/15/2025

 

 

970,233

 

 

 

966,895

 

 

 

970,233

 

 

(15)

The Center for Orthopedic and Research Excellence, Inc.

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

11.65% (S + 6.25%; 1.00% Floor)

 

8/15/2025

 

 

228,736

 

 

 

227,948

 

 

 

228,736

 

 

(15)

The Center for Orthopedic and Research Excellence, Inc.

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

11.65% (S + 6.25%; 1.00% Floor)

 

8/15/2025

 

 

368,325

 

 

 

367,058

 

 

 

368,325

 

 

(15)

The Center for Orthopedic and Research Excellence, Inc.

 

Health Care Providers & Services

 

Delayed Draw Term Loan

 

11.45% (S + 6.25%; 1.00% Floor)

 

8/15/2025

 

 

406,298

 

 

 

404,900

 

 

 

406,298

 

 

(15)

The Center for Orthopedic and Research Excellence, Inc.

 

Health Care Providers & Services

 

Term Loan

 

11.51% (S + 6.25%; 1.00% Floor)

 

8/15/2025

 

 

762,286

 

 

 

759,663

 

 

 

762,286

 

 

(15)

Thrive Buyer, Inc.

 

Technology Hardware, Storage & Peripherals

 

Revolver

 

12.37% (S + 6.00%; 1.00% Floor)

 

1/22/2027

 

 

33,296

 

 

 

33,296

 

 

 

33,296

 

 

(6)(15)

Thrive Buyer, Inc.

 

Technology Hardware, Storage & Peripherals

 

Delayed Draw Term Loan

 

10.75% (S + 6.00%; 1.00% Floor)

 

1/22/2027

 

 

3,991,033

 

 

 

3,991,033

 

 

 

3,991,033

 

 

(15)

Thrive Buyer, Inc.

 

Technology Hardware, Storage & Peripherals

 

Term Loan

 

10.75% (S + 6.00%; 1.00% Floor)

 

1/22/2027

 

 

1,464,308

 

 

 

1,464,308

 

 

 

1,464,308

 

 

(15)

Towerco IV Holdings, LLC

 

Diversified Telecommunication Services

 

Delayed Draw Term Loan

 

8.69% (S + 3.75%; 1.00% Floor)

 

8/31/2028

 

 

6,077,111

 

 

 

6,077,111

 

 

 

6,077,111

 

 

(6)(15)

Transtelco Holding, Inc.

 

Diversified Telecommunication Services

 

Term Loan

 

10.10% (S + 5.50%; 1.00% Floor)

 

3/26/2026

 

 

2,162,496

 

 

 

2,145,240

 

 

 

2,162,496

 

 

(15)

Transtelco Holding, Inc.

 

Diversified Telecommunication Services

 

Term Loan

 

10.86% (S + 6.25%; 0.50% Floor)

 

3/26/2026

 

 

1,493,347

 

 

 

1,490,369

 

 

 

1,493,347

 

 

(15)

Transtelco Holding, Inc.

 

Diversified Telecommunication Services

 

Term Loan

 

10.61% (S + 5.75%; 0.50% Floor)

 

3/26/2026

 

 

1,844,156

 

 

 

1,836,796

 

 

 

1,844,156

 

 

(15)

Ungerboeck Systems International, LLC

 

Leisure Products

 

Term Loan

 

10.81% (S + 5.75%; 1.00% Floor)

 

4/30/2027

 

 

731,678

 

 

 

725,233

 

 

 

724,361

 

 

(15)

Ungerboeck Systems International, LLC

 

Leisure Products

 

Delayed Draw Term Loan

 

10.81% (S + 5.75%; 1.00% Floor)

 

4/30/2027

 

 

86,969

 

 

 

86,202

 

 

 

86,099

 

 

(15)

Ungerboeck Systems International, LLC

 

Leisure Products

 

Delayed Draw Term Loan

 

10.81% (S + 5.75%; 1.00% Floor)

 

4/30/2027

 

 

183,263

 

 

 

181,649

 

 

 

181,431

 

 

(15)

Ungerboeck Systems International, LLC

 

Leisure Products

 

Term Loan

 

10.81% (S + 5.75%; 1.00% Floor)

 

4/30/2027

 

 

39,148

 

 

 

38,803

 

 

 

38,756

 

 

(15)

Ungerboeck Systems International, LLC

 

Leisure Products

 

Delayed Draw Term Loan

 

10.81% (S + 5.75%; 1.00% Floor)

 

4/30/2027

 

 

124,121

 

 

 

123,027

 

 

 

122,880

 

 

(15)

Ungerboeck Systems International, LLC

 

Leisure Products

 

Revolver

 

— (S + 5.75%; 1.00% Floor)

 

4/30/2027

 

 

 

 

 

(151

)

 

 

(175

)

 

(6)(7)(15)

Vectra AI, Inc.

 

Software

 

Term Loan

 

11.63% (S + 6.25%; 1.00% Floor)

 

3/2/2028

 

 

2,329,297

 

 

 

2,292,165

 

 

 

2,294,357

 

 

(15)

Vectra AI, Inc.

 

Software

 

Delayed Draw Term Loan

 

11.63% (S + 6.25%; 1.00% Floor)

 

3/2/2028

 

 

534,780

 

 

 

526,255

 

 

 

526,758

 

 

(15)

 

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

12


 

Portfolio Company

 

Industry

 

Facility Type

 

Interest

 

Maturity

 

Funded
Par
Amount

 

 

Cost

 

 

Fair Value

 

 

Footnotes

Vehlo Purchaser, LLC

 

Automobiles

 

Term Loan

 

10.50% (S + 5.25%; 0.75% Floor)

 

5/24/2028

 

 

4,285,714

 

 

 

4,246,485

 

 

 

4,285,714

 

 

(15)

Vehlo Purchaser, LLC

 

Automobiles

 

Delayed Draw Term Loan

 

10.53% (S + 5.25%; 0.75% Floor)

 

5/24/2028

 

 

1,190,476

 

 

 

1,179,579

 

 

 

1,190,476

 

 

(15)

Vehlo Purchaser, LLC

 

Automobiles

 

Revolver

 

10.09% (S + 5.25%; 0.75% Floor)

 

5/24/2028

 

 

23,809

 

 

 

21,653

 

 

 

23,809

 

 

(6)(15)

Velocity Holdco III Inc.

 

Commercial Services & Supplies

 

Term Loan

 

10.90% (S + 5.75%; 1.00% Floor)

 

4/22/2027

 

 

4,483,288

 

 

 

4,483,288

 

 

 

4,483,288

 

 

(15)

Veracross LLC

 

Diversified Consumer Services

 

Term Loan

 

11.44% (S + 2.00%; 1.00% Floor; 4.50% PIK)

 

12/28/2027

 

 

4,967,531

 

 

 

4,922,916

 

 

 

4,917,855

 

 

(15)

Veracross LLC

 

Diversified Consumer Services

 

Delayed Draw Term Loan

 

11.44% (S + 2.00%; 1.00% Floor; 4.50% PIK)

 

12/28/2027

 

 

638,464

 

 

 

630,742

 

 

 

632,079

 

 

(15)

Veracross LLC

 

Diversified Consumer Services

 

Revolver

 

11.44% (S + 2.00%; 1.00% Floor; 4.50% PIK)

 

12/28/2027

 

 

96,663

 

 

 

93,669

 

 

 

93,475

 

 

(6)(15)

Visionary Buyer, LLC

 

Diversified Telecommunication Services

 

Term Loan

 

9.85% (S + 5.25%; 0.75% Floor)

 

3/21/2031

 

 

1,723,847

 

 

 

1,699,081

 

 

 

1,719,537

 

 

(15)

Visionary Buyer, LLC

 

Diversified Telecommunication Services

 

Delayed Draw Term Loan

 

10.35% (S + 5.25%; 0.75% Floor)

 

3/21/2031

 

 

287,308

 

 

 

273,103

 

 

 

287,308

 

 

(6)(15)

Visionary Buyer, LLC

 

Diversified Telecommunication Services

 

Revolver

 

— (S + 5.25%; 0.75% Floor)

 

3/21/2030

 

 

 

 

 

(6,017

)

 

 

(1,078

)

 

(6)(7)(15)

Wealth Enhancement Group, LLC

 

Diversified Financial Services

 

Delayed Draw Term Loan

 

10.68% (S + 5.50%; 1.00% Floor)

 

10/2/2027

 

 

2,382,174

 

 

 

2,382,174

 

 

 

2,382,174

 

 

(15)

Wealth Enhancement Group, LLC

 

Diversified Financial Services

 

Revolver

 

— (S + 5.50%; 1.00% Floor)

 

10/2/2027

 

 

 

 

 

 

 

 

 

 

(6)(15)

Wealth Enhancement Group, LLC

 

Diversified Financial Services

 

Delayed Draw Term Loan

 

10.69% (S + 5.50%; 1.00% Floor)

 

10/2/2027

 

 

527,527

 

 

 

527,527

 

 

 

527,527

 

 

(15)

Zendesk, Inc.

 

Software

 

Delayed Draw Term Loan

 

— (S + 5.00%; 0.75% Floor)

 

11/22/2028

 

 

 

 

 

 

 

 

 

 

(6)(15)

Zendesk, Inc.

 

Software

 

Revolver

 

— (S + 5.00%; 0.75% Floor)

 

11/22/2028

 

 

 

 

 

 

 

 

 

 

(6)(15)

Zendesk, Inc.

 

Software

 

Term Loan

 

9.69% (S + 5.00%; 0.75% Floor)

 

11/22/2028

 

 

4,960,995

 

 

 

4,960,995

 

 

 

4,960,995

 

 

(15)

Total U.S. 1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

260,620,369

 

 

 

261,045,301

 

 

 

2nd Lien/Junior Secured Debt — 0.84%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Symplr Software, Inc.

 

Software & Tech Services

 

Term Loan

 

13.22% (S + 7.87%; 0.75% Floor)

 

12/22/2028

 

 

988,342

 

 

 

907,478

 

 

 

901,862

 

 

(15)

Total U.S. 2nd Lien/Junior Secured Debt

 

 

 

 

 

 

 

 

 

907,478

 

 

 

901,862

 

 

 

Total U.S Corporate Debt

 

 

 

 

 

 

 

 

 

 

 

261,527,847

 

 

 

261,947,163

 

 

 

Canadian Corporate Debt — 4.90%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian 1st Lien/Senior Secured Debt — 4.90%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Versaterm Public Safety Inc.

 

Commercial Services & Supplies

 

Term Loan

 

11.44% (S + 6.50%; 1.00% Floor)

 

12/4/2025

 

 

5,081,655

 

 

 

5,024,220

 

 

 

5,018,134

 

 

(8)(15)

Versaterm Public Safety Inc.

 

Commercial Services & Supplies

 

Delayed Draw Term Loan

 

11.44% (S + 6.50%; 1.00% Floor)

 

12/4/2025

 

 

416,495

 

 

 

411,788

 

 

 

411,289

 

 

(8)(15)

Versaterm Public Safety Inc.

 

Commercial Services & Supplies

 

Revolver

 

13.50% (S + 6.50%; 1.00% Floor)

 

12/4/2025

 

 

29,358

 

 

 

26,888

 

 

 

26,607

 

 

(6)(8)(15)

Total Canada 1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

5,462,896

 

 

 

5,456,030

 

 

 

Total Canadian Corporate Debt

 

 

 

 

 

 

 

 

 

 

 

5,462,896

 

 

 

5,456,030

 

 

 

TOTAL INVESTMENTS - 240.21%

 

 

 

 

 

 

 

 

 

 

 

266,990,743

 

 

 

267,403,193

 

 

 

 

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 — 14.86%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US BANK MMDA GCTS

 

Money Market Portfolio

 

 

 

 

15,145,571

 

 

 

15,145,571

 

 

 

15,145,571

 

 

(9)(13)(15)

STATE STREET INSTITUTIONAL US

 

Money Market Portfolio

 

 

 

 

1,393,044

 

 

 

1,393,043

 

 

 

1,393,043

 

 

(9)(13)(15)

Total Cash Equivalents

 

 

 

 

 

 

 

16,538,614

 

 

 

16,538,614

 

 

 

Cash — 2.08%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

USD

 

 

 

 

2,317,980

 

 

 

2,317,980

 

 

 

2,317,980

 

 

 

Total Cash

 

 

 

 

 

 

 

2,317,980

 

 

 

2,317,980

 

 

 

TOTAL CASH AND CASH EQUIVALENTS

 

 

 

 

 

 

 

18,856,594

 

 

 

18,856,594

 

 

 

LIABILITIES IN EXCESS OF OTHER ASSETS — (157.15%)

 

 

 

 

 

 

 

 

 

 

(174,940,242

)

 

 

NET ASSETS — 100.00%

 

 

 

 

 

 

 

 

 

 

111,319,545

 

 

 

 

(1)
Unless otherwise indicated, all securities represent co-investments made with the Fund’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Related Party Transactions”.
(2)
Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of Financial Accounting Standards Board’s Accounting Standards Codification 820 fair value hierarchy.
(3)
Percentages are based on net assets
(4)
Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread, subject to an interest rate floor. The borrower has an option to choose the benchmark rate, such as the Secured Overnight Financing Rate including adjustment, if any (“S”) or the U.S. Prime Rate (“P”). The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. S loans are typically indexed to 30-day, 90-day or 180-day rates (1M, 3M or 6M, respectively) at the borrower’s option. As of September 30, 2024, rates for 1M S, 3M S and 6M S are 4.85%,4.59%, and 4.25%, respectively. As of September 30, 2024, the P was 8.00%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at September 30, 2024.
(5)
Non-controlled affiliated investment. See Note 3 “Related Party Transactions”.
(6)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 7 “Commitments and Contingencies”.
(7)
The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(8)
The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Fund may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Fund’s total assets. As of September 30, 2024, the aggregate fair value of these securities is $2,557,629 or 1.88% of the Fund’s total assets.
(9)
Categorized as Level 1 assets under the definition of ASC 820 fair value hierarchy.
(10)
Categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy.
(11)
Excluded from the ASC 820 fair value hierarchy as fair value is measured using the net asset value per share practical expedient
(12)
Aggregate gross unrealized appreciation for federal income tax purposes is $1,069,585; aggregate gross unrealized depreciation for federal income tax purposes is $657,135. Net unrealized appreciation is $412,450. As of September 30, 2024, the cost basis of investments owned was substantially identical for both book and tax purposes.
(13)
Included within ‘Cash and cash equivalents’ on the Consolidated Statements of Assets and Liabilities.
(14)
The rate shown is the annualized seven-day yield as of September 30, 2024
(15)
Assets are pledged as collateral for the Credit Facilities (as defined below). See Note 4 “Borrowings.

 

 


P - Prime

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

1.
Organization and Basis of Presentation

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 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).

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 70% of assets in eligible portfolio companies.

The Fund is offering on a continuous basis up to $1.0 billion of its common shares of beneficial interest (“Common Shares”) pursuant to an offering registered with the SEC (the “Offering”). The Fund is offering to sell any combination of three classes of Common Shares, Class S shares, Class D shares, and Class I shares, with a dollar value up to the maximum offering amount. The share classes have different ongoing distribution and/or shareholder servicing fees. The purchase price per share for each class of Common Shares equals the net asset value (“NAV”) per share as of the effective date of the monthly share purchase date. The Offering is a “best efforts” offering, which means that AllianceBernstein Investments, Inc., the Fund’s managing dealer (the “Managing Dealer”) for the Offering, will use its best efforts to sell shares, but it is not obligated to purchase or sell any specific amount of shares in the Offering.

The Fund has the authority to issue an unlimited number of Common Shares, $0.01 per share par value. On April 30, 2024, AB contributed $10,000 of capital to the Fund. In exchange for this contribution, AB received 400 Common Shares at a purchase price of $25 per Common Share. On May 1, 2024, immediately prior to the acquisition of the Initial Portfolio (as defined below), the Fund redeemed all of the Common Shares issued to AB and repaid AB $10,000 and the Fund issued 4,400,000 Class I shares at $25.00 per share to an affiliate of the Adviser.

The Fund’s fiscal year ends on December 31.

ABPLF SPV I LLC (“ABPLF”), a Delaware limited liability company, is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

15


 

2.
Summary of Significant Accounting Policies

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.

The functional currency of the Fund is U.S. dollars and these consolidated financial statements have been prepared in that currency.

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

Cash and cash equivalents are defined as cash and U.S. government securities and investment grade debt instruments maturing within three months of purchase of such instrument by the Fund. Cash consists of demand deposits and money market accounts. The Fund maintains deposits of its cash with financial institutions, and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Fund considers all highly liquid investments, with original maturities of less than ninety days and money market mutual funds as 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.

The Fund remains subject to examination by U.S. federal and state jurisdictions, as well as international jurisdictions, and upon completion of these examinations (if undertaken by the taxing jurisdiction) tax adjustments may be necessary and retroactive to all open tax years.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses recorded during the reporting period. Actual results could differ from those estimates and such differences could be material.

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.

The Fund has adopted a distribution reinvestment plan, pursuant to which the Fund will reinvest all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and the Fund declares, a cash dividend or other distribution, then its shareholders who have not opted out of the distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places..

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 $0 and $851,735, respectively, which will be paid on behalf of the Fund by the Adviser and have been recorded as an expense on the statement of operations. For the three months ended September 30, 2023 the Fund incurred organization expenses of 186,136. For the period from June 8, 2023 (Inception) to

18


 

September 30, 2023 the Fund incurred organizational expenses of $463,345. A portion of the organizational expenses remained payable as of September 30 ,2024 and December 31, 2023 and the reimbursement of organizational expenses, pursuant to the Fund’s Expense Support and Conditional Reimbursement Agreement, as defined below, has been recorded as receivable due from Adviser in the statement of assets and liabilities.

The Fund’s offering expenses include, among other things, legal fees, registration fees and other costs pertaining to the preparation of the Fund’s registration statement (and any amendments or supplements thereto) relating to the Offering and associated marketing materials. For the three and nine months ended September 30, 2024, the Fund incurred offering expenses of $276,674 and $639,219, respectively. For the period from June 8, 2023 (Inception) to September 30, 2023 the Fund did not incur offering expenses. As of September 30, 2023 and December 31, 2023 offering costs payable was $0 and $617,381, respectively, and have been recorded as an offering cost payable in statement of assets and liabilities. Offering expenses are recorded as deferred offering costs on the statement of assets and liabilities and then will be subsequently amortized to expense on the Fund’s statement of operations over 12 months from the commencement of operations.

3.
Related Party Transactions

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 1.25% of the value of the Fund’s net assets as of the beginning of the first calendar day of the applicable month. For the first calendar month in which the Fund has commenced the Offering, net assets are measured as of the date on which the Fund commences the Offering.

For the three and nine months ended September 30, 2024, the Fund incurred management fees of $359,762 and $590,752, respectively which remains payable as of September 30, 2024. 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.

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.

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediately preceding quarter, are compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).

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:

No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns attributable to the applicable share class do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized);
100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns attributable to the applicable share class, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) is referred to as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 12.5% of the Fund’s Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and
12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns attributable to the applicable share class, if any, that exceed a rate of return of 1.43% (5.72% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser.

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 $327,114 and $327,114 respectively. The Fund did not incur any income-based incentive fees the three months ended September 30, 2023, and for the period from June 8, 2023 (Inception) to September 30, 2023.

 

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:

12.5% of cumulative realized capital gains attributable to the applicable share class from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP.

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 $5,344 and $52,453, respectively.

20


 

As of September 30, 2024 and December 31, 2023 incentive fee payable was $379,567and $0, 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 capital gains incentive fees.

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, 25% of the management fee and 25% of the incentive fees pursuant to the Sub-Advisory Agreement.

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 $34,692 and $98,630, respectively.

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 be entitled to receive shareholder servicing and/or distribution fees monthly in arrears at a contractual rate of 0.85% per annum of the aggregate value of the Fund’s net assets attributable to Class S shares as of the beginning of the first calendar day of the month. The Managing Dealer will be entitled to receive shareholder servicing fees monthly in arrears at a contractual rate of 0.25% per annum of the aggregate value of the Fund’s net assets attributable to Class D shares as of the beginning of the first calendar day of the month. No shareholder servicing and/or distribution fees will be paid with respect to Class I shares. The shareholder servicing and/or distribution fees will be paid monthly in arrears. The shareholder servicing and/or distribution fees will be payable to the Managing Dealer, but the Managing Dealer will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services.

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 10% of the gross proceeds from such Offering.

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, 10% of the gross proceeds from the sale of such share (or a lower limit as determined by the Managing Dealer or the applicable broker), the Managing Dealer shall cease receiving the shareholder servicing and/or distribution fee on either (i) each such share that would exceed such limit or (ii) all Class S shares and Class D shares in such shareholder’s account. At the end of such month, the applicable Distribution Shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV.

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 1.00% (on an annualized basis) of the Fund’s NAV. Any Required Expense Payment must be paid by the Adviser to the Fund in any combination of cash or other immediately available funds, and/or offset against amounts due from the Fund to the Adviser or its affiliates. For purposes hereof, “Operating Expenses” means all of the Fund’s operating costs and expenses incurred (including organization and offering expenses), as determined in accordance with GAAP for investment companies, less base management and incentive fees owed to the Adviser, shareholder servicing and/or distribution fees, and borrowing costs.

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 1.00% (on an annualized basis). The “Operating Expense Ratio” is calculated by dividing Operating Expenses, by the Fund’s monthly average net assets.

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 $994,736 and $2,647,524 respectively, of which $0 remains outstanding as of September 30, 2024. For the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023, the Fund incurred reimbursements of $186,136 and $463,345 respectively.

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 $3,331 and $8,775 , respectively, in transfer agent fees. As of September 30, 2024 and December 31, 2023, $8,774 and $0, respectively, of accrued transfer agent fees remained payable. 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 transfer agent fees.

Co-investment Activity

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 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.

4.
Borrowings

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 $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.

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 2.15% per annum, or (ii) the alternate base rate plus a margin of 1.15% 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 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.

The Fund’s outstanding borrowings through the Credit Facilities as of September 30, 2024 were as follows:

 

 

Aggregate
Borrowing
Amount
Committed

 

 

Outstanding
Borrowing

 

 

Amount
Available

 

 

Carrying
Value

 

Scotia Credit Facility

 

$

75,000,000

 

 

$

16,500,000

 

 

$

58,500,000

 

 

$

16,500,000

 

Scotia Term Loan

 

 

25,000,000

 

 

 

25,000,000

 

 

 

 

 

 

25,000,000

 

ABPLF Credit Facility

 

 

50,000,000

 

 

 

26,000,000

 

 

 

24,000,000

 

 

 

26,000,000

 

ABPLF Term Loan

 

 

100,000,000

 

 

 

100,000,000

 

 

 

 

 

 

100,000,000

 

Total

 

$

250,000,000

 

 

$

167,500,000

 

 

$

82,500,000

 

 

$

167,500,000

 

As of September 30, 2024, deferred financing costs and debt issuance costs were $1,563,708 and $1,116,935, respectively, which remain to be amortized, and are reflected on the consolidated statements of assets and liabilities.

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
September 30, 2024

 

 

For the Three Months Ended
September 30, 2023

 

 

For the nine months ended September 30, 2024

 

 

For the Period from June 8, 2023 (Inception) to September 30, 2023

 

Interest and borrowing expenses

 

$

3,376,510

 

 

$

 

 

$

5,661,991

 

 

$

 

Commitment fees

 

 

42,599

 

 

 

 

 

 

67,974

 

 

 

 

Amortization of deferred financing costs

 

 

346,921

 

 

 

 

 

 

738,923

 

 

 

 

Total

 

$

3,766,030

 

 

$

 

 

$

6,468,888

 

 

$

 

Weighted average interest rate(1) (2)

 

 

8.71

%

 

 

 

 

 

8.94

%

 

 

 

Average outstanding balance(2)

 

$

172,016,304

 

 

$

 

 

$

174,286,184

 

 

$

 

 

(1)
Calculated as the annualized amount of the stated interest and borrowing expense divided by average borrowings for the period.
(2)
Calculated for the period from initial drawdowns of the Credit Facilities through September 30,2024
5.
Fair value Measurement

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:

Level 1 - Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
Level 2 - Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

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:

The valuation process begins with each loan being preliminarily valued by the Adviser’s Fair Value Committee (the “ Fair Value Committee”) in conjunction with the Adviser’s investment professionals responsible for each portfolio investment;
An independent valuation firm is engaged to prepare quarter-end valuations for the majority of investments, as determined by the Adviser. The independent valuation firm undertakes a full analysis of the investments and provides a range of values on such investments to the Adviser. The independent valuation firm also provides analyses to support their valuation methodology and calculations;
For investments not valued by an independent valuation firm, the Adviser will determine the valuation and the independent valuation firm will provide a positive assurance;
The Adviser’s Fair Value Committee reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and to ensure the valuations are reasonable; and
The Audit Committee reviews the valuation recommendations made by the Adviser’s Fair Value Committee, including the independent valuation firms’ quarterly valuations, and once approved, recommends them for approval by the Board.

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

 

$

16,538,614

 

 

$

 

 

$

 

 

$

16,538,614

 

Total Cash Equivalents

 

$

16,538,614

 

 

$

 

 

$

 

 

$

16,538,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets*

 

 

 

 

 

 

 

 

 

 

 

 

1st Lien/Senior Secured Debt

 

$

 

 

$

 

 

$

266,501,331

 

 

$

266,501,331

 

2nd Lien/Junior Secured Debt

 

 

 

 

 

 

 

 

901,862

 

 

 

901,862

 

Total

 

$

 

 

$

 

 

$

267,403,193

 

 

$

267,403,193

 

Total assets

 

 

 

 

 

 

 

 

 

 

$

283,941,807

 

 

* See consolidated schedule of investments for industry classifications.

27


 

The following is a reconciliation of Level 3 Assets for the nine months ended September 30, 2024:

 

 

1st Lien/Senior
Secured Debt

 

 

2nd Lien/Junior
Secured Debt

 

 

Total

 

Balance as of January 1, 2024

 

$

 

 

$

 

 

$

 

Purchases (including capitalized PIK)

 

 

289,340,791

 

 

 

901,862

 

 

 

290,242,653

 

Sales and principal repayments

 

 

(23,714,627

)

 

 

 

 

 

(23,714,627

)

Realized gain

 

 

7,172

 

 

 

 

 

 

7,172

 

Net amortization of premium/discount

 

 

449,929

 

 

 

5,616

 

 

 

455,545

 

Net change in unrealized appreciation (depreciation)

 

 

418,066

 

 

 

(5,616

)

 

 

412,450

 

Balance as of September 30, 2024

 

$

266,501,331

 

 

$

901,862

 

 

$

267,403,193

 

Change in unrealized appreciation (depreciation) for
   investments still held

 

 

418,066

 

 

 

(5,616

)

 

 

412,450

 

 

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 no Level 3 investments as of December 31, 2023. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Fund’s Level 3 investments.

 

 

Fair Value as of
September 30, 2024

 

 

Valuation Techniques

 

Unobservable
Input

 

Range/Input (Weighted
Average)(1)

 

 

Impact to
Valuation from
an Increase in
Input

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

1st Lien/Senior Secured Debt

 

$

239,886,116

 

 

Market Yield Analysis

 

Market Yield

 

7.6% - 12.9% (9.6%)

 

 

Decrease

1st Lien/Senior Secured Debt

 

$

12,016,972

 

 

Expected repayment

 

Redemption Price

 

N/A

 

 

Increase

1st Lien/Senior Secured Debt

 

$

14,598,243

 

 

Recent purchase

 

Purchase Price

 

N/A

 

 

N/A

2nd Lien/Junior Secured Debt

 

$

901,862

 

 

Market Yield Analysis

 

Market Yield

 

 

15.00

%

 

Decrease

Total Assets

 

$

267,403,193

 

 

 

 

 

 

 

 

 

 

 

(1)
Weighted averages are calculated based on fair value of investments.
6.
Commitments and Contingencies

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. The Fund had the following unfunded commitments by investment type as of September 30, 2024:

28


 

 

 

 

 

 

 

 

9/30/2024

 

Investment Name

 

Facility Type

 

Commitment
Expiration
Date
(1)

 

Unfunded
Commitment
(2)

 

 

Fair Value (3)

 

AAH Topco, LLC

 

Revolver

 

12/22/2027

 

 

278,823

 

 

 

(3,529

)

Admiral Buyer, Inc

 

Delayed Draw Term Loan

 

8/17/2026

 

 

87,727

 

 

 

 

Admiral Buyer, Inc

 

Revolver

 

5/8/2028

 

 

487,579

 

 

 

 

AmerCareRoyal, LLC

 

Delayed Draw Term Loan

 

9/10/2026

 

 

232,088

 

 

 

 

AmerCareRoyal, LLC

 

Delayed Draw Term Loan

 

10/25/2024

 

 

160,159

 

 

 

(805

)

AmerCareRoyal, LLC

 

Revolver

 

9/10/2030

 

 

94,501

 

 

 

(955

)

Avalara, Inc

 

Revolver

 

10/19/2028

 

 

397,545

 

 

 

 

Avant Communications, LLC

 

Revolver

 

11/30/2026

 

 

216,876

 

 

 

 

Azurite Intermediate Holdings, Inc

 

Delayed Draw Term Loan

 

3/30/2026

 

 

750,644

 

 

 

(1,881

)

Azurite Intermediate Holdings, Inc

 

Revolver

 

3/19/2031

 

 

331,111

 

 

 

(3,345

)

Banneker V Acquisition, Inc.

 

Revolver

 

12/4/2025

 

 

188,434

 

 

 

(2,385

)

Bonterra LLC

 

Revolver

 

9/8/2027

 

 

71,963

 

 

 

(544

)

Brightspot Buyer, Inc

 

Revolver

 

11/16/2027

 

 

198,639

 

 

 

(3,025

)

BSI2 Hold Nettle, LLC

 

Revolver

 

6/30/2028

 

 

125,808

 

 

 

(951

)

BusinesSolver.com, Inc.

 

Delayed Draw Term Loan

 

12/1/2024

 

 

351,144

 

 

 

 

BV EMS Buyer, Inc.

 

Revolver

 

11/23/2027

 

 

23,471

 

 

 

 

Community Based Care Acquisition, Inc.

 

Revolver

 

9/16/2027

 

 

331,096

 

 

 

(1,664

)

Datacor, Inc.

 

Delayed Draw Term Loan

 

3/13/2026

 

 

1,379,153

 

 

 

 

Datacor, Inc.

 

Revolver

 

3/13/2029

 

 

275,831

 

 

 

 

Demeter Merger Sub LLC

 

Delayed Draw Term Loan

 

11/1/2024

 

 

864,078

 

 

 

 

Demeter Merger Sub LLC

 

Revolver

 

5/1/2029

 

 

345,631

 

 

 

 

EET Buyer, Inc.

 

Revolver

 

11/8/2027

 

 

379,836

 

 

 

 

Exterro, Inc.

 

Revolver

 

6/1/2027

 

 

311,967

 

 

 

 

Foundation Risk Partners, Corp.

 

Revolver

 

10/29/2029

 

 

447,125

 

 

 

 

Fusion Holding Corp

 

Revolver

 

9/14/2027

 

 

441,024

 

 

 

(13,640

)

GS AcquisitionCo, Inc.

 

Delayed Draw Term Loan

 

3/26/2026

 

 

40,859

 

 

 

 

GS AcquisitionCo, Inc.

 

Revolver

 

5/25/2028

 

 

26,807

 

 

 

(135

)

Hirevue, Inc.,

 

Revolver

 

5/3/2029

 

 

316,616

 

 

 

(4,008

)

Honor HN Buyer, Inc

 

Delayed Draw Term Loan

 

1/31/2025

 

 

255,921

 

 

 

 

Honor HN Buyer, Inc

 

Revolver

 

10/15/2027

 

 

102,500

 

 

 

 

Iodine Software, LLC

 

Delayed Draw Term Loan

 

12/31/2024

 

 

1,119,649

 

 

 

 

Iodine Software, LLC

 

Revolver

 

5/19/2027

 

 

372,658

 

 

 

 

Mavenlink, Inc

 

Revolver

 

6/3/2027

 

 

48,545

 

 

 

(1,117

)

Medical Management Resource Group, L.L.C.

 

Revolver

 

9/30/2026

 

 

36,364

 

 

 

(648

)

MMP Intermediate, LLC

 

Revolver

 

2/15/2029

 

 

237,383

 

 

 

(595

)

MSP Global Holdings,Inc

 

Delayed Draw Term Loan

 

4/8/2026

 

 

220,984

 

 

 

(1,670

)

MSP Global Holdings,Inc

 

Revolver

 

4/9/2029

 

 

413,317

 

 

 

(3,123

)

Nasuni Corporation

 

Revolver

 

9/10/2030

 

 

311,063

 

 

 

(4,737

)

Navigate360, LLC

 

Delayed Draw Term Loan

 

3/6/2025

 

 

595,507

 

 

 

(2,993

)

Navigate360, LLC

 

Revolver

 

3/17/2027

 

 

256,832

 

 

 

(3,251

)

NC Topco, LLC

 

Delayed Draw Term Loan

 

8/31/2026

 

 

387,395

 

 

 

(1,947

)

NC Topco, LLC

 

Revolver

 

9/1/2031

 

 

154,179

 

 

 

(1,557

)

NMI AcquisitionCo, Inc.

 

Revolver

 

9/6/2028

 

 

194,966

 

 

 

(2,468

)

Ping Identity Corporation

 

Revolver

 

10/17/2028

 

 

449,029

 

 

 

 

Priority Ondemand Midco 2,L.P

 

Delayed Draw Term Loan

 

7/15/2026

 

 

1,107,696

 

 

 

 

Ranger Buyer Inc

 

Revolver

 

11/18/2027

 

 

364,822

 

 

 

 

Rep Tec Intermediate Holdings,Inc.,

 

Revolver

 

12/1/2027

 

 

96,955

 

 

 

 

Ridge Trail US Bidco, Inc

 

Delayed Draw Term Loan

 

3/30/2027

 

 

266,540

 

 

 

(2,014

)

Ridge Trail US Bidco, Inc

 

Revolver

 

3/30/2031

 

 

74,949

 

 

 

(1,141

)

Sako and Partners Lower Holdings LLC

 

Revolver

 

9/15/2028

 

 

372,670

 

 

 

(1,873

)

Sandstone Care Holdings,LLC

 

Delayed Draw Term Loan

 

6/28/2025

 

 

91,231

 

 

 

(9,023

)

Sauce Labs Inc

 

Delayed Draw Term Loan

 

2/10/2025

 

 

554,568

 

 

 

(8,445

)

Sauce Labs Inc

 

Revolver

 

8/16/2027

 

 

487,754

 

 

 

(12,507

)

Serrano Parent, LLC

 

Revolver

 

5/13/2030

 

 

527,459

 

 

 

(13,525

)

Soladoc, LLC

 

Revolver

 

6/12/2028

 

 

222,403

 

 

 

(8,066

)

Telcor Buyer Inc

 

Revolver

 

8/20/2027

 

 

113,480

 

 

 

 

Thrive Buyer, Inc

 

Revolver

 

1/22/2027

 

 

16,648

 

 

 

 

Towerco IV Holdings, LLC

 

Delayed Draw Term Loan

 

7/17/2026

 

 

346,678

 

 

 

 

Ungerboeck Systems International, LLC

 

Revolver

 

4/30/2027

 

 

17,385

 

 

 

(176

)

Vehlo Purchaser, LLC

 

Revolver

 

5/24/2028

 

 

214,286

 

 

 

 

Veracross LLC

 

Revolver

 

12/28/2027

 

 

219,888

 

 

 

(2,221

)

Visionary Buyer LLC

 

Delayed Draw Term Loan

 

3/23/2026

 

 

1,436,539

 

 

 

 

Visionary Buyer LLC

 

Revolver

 

3/21/2030

 

 

429,884

 

 

 

(1,077

)

Wealth Enhancement Group, LLC

 

Revolver

 

10/2/2028

 

 

176,661

 

 

 

 

Zendesk, Inc.

 

Revolver

 

11/22/2028

 

 

497,725

 

 

 

 

Zendesk, Inc.

 

Delayed Draw Term Loan

 

11/22/2025

 

 

1,208,761

 

 

 

 

Total

 

 

 

 

 

 

23,157,809

 

 

 

(121,041

)

 

29


 

(1)
Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
(2)
Net of capitalized fees, expenses and original issue discount (“OID”).
(3)
A negative fair value was reflected as investments, at fair value, in the consolidated statements of assets and liabilities. The negative fair value is the result of the capitalized discount on the loan.

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 $3,166,257.

 

7.
Net Assets

Distribution Reinvestment Plan

On May 30, 2024, the Fund adopted a distribution reinvestment plan. See Note 2–Significant Accounting Policies–Distributions.

No shares were distributed pursuant to the distribution reinvestment plan during the nine months ended September 30, 2024.

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

 

 

4,400,000

 

 

 

110,000,000

 

September 1, 2024

 

 

34,393

 

 

 

900,000

 

Total

 

 

4,434,393

 

 

$

110,900,000

 

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 5% of the Fund’s Common Shares outstanding (by number of shares) as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the Fund’s best interest and the best interest of the Fund’s shareholders. As a result, share repurchases may not be available each quarter.

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 98% of such purchase price (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders.

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

 

9/27/2024

 

10/23/2024

 

 

1.37

 

 

$

6,076,005

 

 

31


 

 

8.
Initial Portfolio

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 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, to purchase the Initial Portfolio from the Seller for an aggregate purchase price of $281.3 million.

9.
Financial Highlights

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

 

$

25.00

 

Net investment income (loss)

 

 

1.39

 

Net realized and unrealized gains (losses) on
   investments

 

 

0.08

 

Net increase (decrease) in net assets resulting from
   operations

 

$

1.47

 

Distributions to stockholders

 

$

(1.37

)

Net asset value, end of period

 

$

25.10

 

Shares outstanding, end of period

 

 

4,434,393

 

Total return at net asset value before incentive fees(2)(3)

 

 

6.28

%

Total return at net asset value after incentive fees(2)(3)

 

 

5.90

%

Ratio/Supplemental Data:

 

 

 

Net assets, end of period

 

$

111,319,545

 

Ratio of total expenses to weighted average net assets(4)

 

 

20.09

%

Ratio of net expenses to weighted average net assets(4)

 

 

16.03

%

Ratio of net investment income (loss) before waivers to weighted average net assets (4)

 

 

9.58

%

Ratio of net investment income (loss) after waivers to weighted average net assets(4)

 

 

13.63

%

Ratio of interest and credit facility expenses to weighted average net assets(4)

 

 

13.72

%

Ratio of incentive fees to weighted average net assets(4)

 

 

0.34

%

Portfolio turnover rate

 

 

8.65

%

Asset coverage ratio(5)

 

 

166

%

 

(1)
The per share data was derived by using the weighted average shares outstanding during the applicable period, except for distributions recorded which reflects the actual amount per share for the applicable period.
(2)
Total return based on NAV is calculated as the change in NAV per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Fund’s distribution reinvestment plan.
(3)
Not annualized.
(4)
Annualized, except for offering, incentive fees, and organizational expenses.
(5)
Asset coverage ratio is equal to (i) the sum of (A) net assets at end of period and (B) debt outstanding at end of period, divided by (ii) total debt outstanding at the end of the period.

 

 

 

 

32


 

10.
Subsequent Events

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:

the last day of the Fund’s fiscal year in which the fifth anniversary occurs of the date of the first sale of common equity securities pursuant to an effective registration statement;
the end of the fiscal year in which the Fund’s total annual gross revenues first equal or exceed $1.235 billion;
the date on which the Fund has, during the prior three-year period, issued more than $1.0 billion in non-convertible debt; and
the last day of a fiscal year in which the Fund (1) has an aggregate worldwide market value of shares of its common stock held by non-affiliates of $700.0 million or more, computed at the end of each fiscal year as of the last business day of the Fund’s most recently completed second fiscal quarter and (2) has been an Exchange Act reporting company for at least one year (and filed at least one annual report under the Exchange Act).

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
September 30, 2024

 

 

 

For the nine months ended September 30, 2024

 

 

 

For the Three Months Ended
September 30, 2023

 

 

For the
Period from
June 8, 2023
(Inception) to
June 30, 2023

 

Investments in Portfolio Companies

 

$

(4,994,083

)

(1)

 

$

(286,455,723

)

(1)

 

$

 

 

$

 

Draw Downs against Revolvers and Delayed
   Draw Term Loan

 

 

(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

)

 

 

$

 

 

$

 

 

(1)
Includes investments in 73 portfolio companies.
(2)
Includes $1,541,589 in revolver and delayed draw term paydowns.
(3)
Includes $1,316,918 in revolver and delayed draw term paydowns.

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
of Total

 

 

Fair Value

 

 

Percentage
of Total

 

 

Weighted
Average Yield
(1)

 

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

%

 

 

 

 

(1)
Based upon the par value of the Fund’s debt investments.

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
September 30, 2024

 

Number of portfolio companies

 

 

73

 

Percentage of debt bearing a floating rate(1)

 

 

100

%

Percentage of debt bearing a fixed rate(1)

 

 

%

 

(1)
Measured as a percentage of fair value basis and excluding equity securities.

 

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:

assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;
periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;
comparisons to the Fund’s other portfolio companies in the industry, if any;
attendance at and participation in board meetings or presentations by portfolio companies; and
review of monthly and quarterly consolidated financial statements and financial projections of portfolio companies.

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
September 30, 2024

 

 

For the Nine Months Ended
September 30, 2024

 

 

For the
Period From
June 8, 2023
(Inception) to
September 30, 2024

 

 

For the Three Months Ended
September 30, 2023

 

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
   and depreciation on investments

 

 

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
September 30, 2024

 

 

For the nine months ended September 30, 2024

 

 

For the Three Months Ended
September 30, 2023

 

 

For the
Period From
June 8, 2023
(Inception) to
September 30, 2023

 

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
Interest Income

 

 

Increase (Decrease) in
Interest Expense

 

 

Net Increase (Decrease) in
Net Investment Income

 

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.

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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

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.

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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 adopted or terminated any contract, instruction or written plan for the purchase or sale of the Fund’s securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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

Amended and Restated Expense Support and Conditional Reimbursement Agreement, dated October 28, 2024, by and between AB Private Lending Fund and AB Private Credit Investors, LLC (3).

 31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

 31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

 32.1

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

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

(1)
Incorporated by reference to the Fund’s Quarterly Report on Form 10-Q (File No. 814-01744), filed on September 23, 2024 and incorporated herein by reference.
(2)
Incorporated by reference to the Fund’s Registration Statement on Form N-2 (File No. 333-280361), filed on June 20, 2024 and incorporated herein by reference.
(3)
Incorporated by reference to the Fund’s Current Report on Form 8-K (File No. 814-01744) filed on October 29, 2024 and incorporated herein by reference.

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SIGNATURES

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

 

 

 

 

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