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Class B Units Industry Health Care Equipment & Services Acquisition Date 3/20/20242024-12-310001987221First Lien Senior Secured Armanino Advisory LLC - Term Loan Commercial & Professional Services Spread Above Index SOFR + 6.00% (1.00% floor) Interest Rate 10.27% Maturity Date 10/18/20292025-03-310001987221First Lien Senior Secured Kemper Sports Management, LLC - Revolving Credit Line Industry Consumer Services Spread Above Index SOFR + 5.25% (1.00% floor) Interest Rate 9.71% Maturity Date 10/11/20292024-12-310001987221First Lien Senior Secured Sportime Clubs, LLC - Delayed Draw Term Loan B Industry Consumer Services Spread Above Index FIXED 18.00% Interest Rate 18.00% Maturity Date 10/17/20292024-12-310001987221First Lien Senior Secured Discovery SL Management, LLC - Delayed Draw Term Loan A Industry Health Care Equipment & Services Spread Above Index SOFR + 5.50% (1.00% floor)Interest Rate 9.88% Maturity Date 3/18/20302024-12-310001987221First Lien Senior Secured Nuclear Care Partners Holdings, Inc. - 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Delayed Draw Term Loan Industry Software & Services Spread Above Index SOFR + 6.75% (1.00% floor) Interest Rate 11.21% Maturity Date 2/8/20292024-12-310001987221ck0001987221:AmgComvestSeniorLendingBlockerMfSpvLlcMember2025-03-310001987221ck0001987221:AllbridgeLlcMemberck0001987221:RevolvingCreditLineMember2024-12-310001987221us-gaap:FairValueInputsLevel3Memberck0001987221:FirstLienSeniorSecuredMember2025-01-012025-03-310001987221ck0001987221:SecuredLoanFacilityMemberck0001987221:AmgComvestSeniorLendingFundLliSpvLlcMember2025-03-272025-03-270001987221ck0001987221:UndrawnCommitmentGreaterThanFifityPercentageOfAggregateCommitmentMemberck0001987221:SecuredLoanFacilityMemberck0001987221:AmgComvestSeniorLendingFundLliSpvLlcMember2024-07-162024-07-160001987221First Lien Senior Secured Discovery SL Management, LLC - Revolving Credit Line Industry Health Care Equipment & Services Spread Above Index SOFR + 5.50% (1.00% floor) Interest Rate 9.88% Maturity Date 3/18/20302024-12-310001987221ck0001987221:BatteriesPlusHoldingCorporationMemberck0001987221:RevolvingCreditLineMember2025-03-310001987221ck0001987221:RevolvingCreditLineMemberck0001987221:CrossLinkProfessionalTaxSolutionsLLCMember2024-12-310001987221First Lien Senior Secured WildBrain Ltd. - Revolving Credit Line Industry Media & Entertainment Spread Above Index SOFR + 6.00% (1.00% floor) Interest Rate 10.29% Maturity Date 7/23/20292025-03-310001987221ck0001987221:NonAccrualMember2024-12-3100019872212023-12-310001987221First Lien Senior Secured Kemper Sports Management, LLC - Revolving Credit Line Consumer Services Spread Above Index SOFR + 5.00% (1.00% floor) Interest Rate 9.42% Maturity Date 10/11/20292025-03-310001987221First Lien Senior Secured PDDS Holdco, Inc. - Term Loan Industry Software & Services Spread Above Index SOFR + 7.50% (0.75% floor) Interest Rate 11.98 % Maturity Date 7/18/20182024-12-310001987221First Lien Senior Secured Rails International, LLC - Revolving Credit Line Industry onsumer Discretionary Distribution & Retail Spread Above Index SOFR + 6.25% (2.00% floor) Interest Rate 10.57% Maturity Date 12/20/20292025-03-3100019872212024-12-310001987221ck0001987221:InvestmentAdvisoryAgreementMember2025-03-310001987221Investments2025-03-310001987221ck0001987221:OneMonthSofrRateMember2024-12-310001987221Cash Equivalents2025-03-310001987221us-gaap:FairValueInputsLevel2Memberck0001987221:FirstLienSeniorSecuredMember2024-12-310001987221Investments2024-12-310001987221First Lien Senior Secured OL Texas Restaurants, LLC - 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Term Loan Financial Services Spread Above Index SOFR + 5.40% Interest Rate 9.85% Maturity Date 9/27/20272025-03-310001987221First Lien Senior Secured OL Texas Restaurants, LLC - Delayed Draw Term Loan Industry Consumer Services Spread Above Index SOFR + 5.75% (1.00% floor) Interest Rate 10.53 % Maturity Date 8/29/20292024-12-310001987221ck0001987221:RevolvingCreditLineMemberck0001987221:XdimensionalTechnologiesIncMember2025-03-310001987221us-gaap:EquityFundsMember2024-12-310001987221us-gaap:FairValueInputsLevel1Memberck0001987221:FirstLienSeniorSecuredMember2025-03-310001987221us-gaap:FairValueInputsLevel3Memberus-gaap:CashEquivalentsMember2024-12-310001987221us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001987221:FirstLienSeniorSecuredMember2025-03-310001987221ck0001987221:InvestmentsAndCashEquivalentsMemberus-gaap:CashEquivalentsMember2025-03-310001987221ck0001987221:RevolvingCreditLineMemberck0001987221:OLTexasRestaurantsLLCMember2025-03-310001987221First Lien Senior Secured PDDS Holdco, Inc. - Term Loan Industry Software & Services Spread Above Index SOFR + 7.50% (0.75% floor) Interest Rate 11.95% Maturity Date 7/18/20282025-03-310001987221ck0001987221:FirebirdsBuyerLlcMemberck0001987221:RevolvingCreditLineMember2025-03-310001987221First Lien Senior Secured Rialto Management Group, LLC - Revolving Credit Line Industry Financial Services Spread Above Index SOFR + 5.00% (0.75% floor) Interest Rate 9.53% Maturity Date 12/5/20302024-12-310001987221srt:MinimumMember2025-03-310001987221us-gaap:FairValueInputsLevel1Member2025-03-310001987221First Lien Senior Secured D4C Dental Brands, Inc. - Revolving Credit Line Health Care Equipment & Services Spread Above Index SOFR + 4.50% (3.00% floor) Interest Rate 8.82% Maturity Date 11/27/20292025-03-310001987221First Lien Senior Secured Periscope Cybermaxx Buyer, Inc - Delayed Draw Term Loan Industry Software & Services Spread Above Index SOFR + 5.25% (1.00% floor) Interest Rate 9.57% Maturity Date 11/5/20292025-03-310001987221ck0001987221:DelayeddrawloanMemberck0001987221:HasaAcquisitionLlcMember2024-12-310001987221ck0001987221:FirstLienSeniorSecuredMember2025-03-310001987221First Lien Senior Secured WildBrain Ltd. - Term Loan Industry Media & Entertainment Spread Above Index SOFR + 6.00% (1.00% floor) Interest Rate 10.29% Maturity Date 7/23/20292025-03-310001987221First Lien Senior Secured Batteries Plus Holding Corporation - Term Loan Industry Technology Hardware & Equipment Spread Above Index SOFR + 6.75% (1.00% floor) Interest Rate 11.21% Maturity Date 6/27/20282024-12-310001987221First Lien Senior Secured M2S Group Intermediate Holdings Inc - Term Loan Materials Spread Above Index SOFR + 4.75% (0.50% floor) Interest Rate 9.05% Maturity Date 8/25/20312025-03-310001987221First Lien Senior Secured Splash Car Wash, Inc - Revolving Credit Line Industry Consumer Discretionary Distribution & Retail Spread Above Index SOFR + 6.50% (1.00% floor) + 1.00% PIK Interest Rate 12.14% Maturity Date 6/30/20262024-12-310001987221ck0001987221:TechnologyHardwareEquipmentMemberck0001987221:InvestmentsAndCashEquivalentsMember2024-12-310001987221ck0001987221:TelecommunicationServicesMemberck0001987221:InvestmentsAndCashEquivalentsMember2025-03-310001987221us-gaap:CommonStockMemberck0001987221:MultiClassOrderMember2025-01-012025-03-310001987221us-gaap:AdditionalPaidInCapitalMember2024-03-310001987221First Lien Senior Secured Firebirds Buyer, LLC - Revolving Credit Line Industry Consumer Services Spread Above Index SOFR + 6.25% (2.00% floor) Interest Rate 8.96% Maturity Date 3/22/20282024-12-310001987221ck0001987221:RevolvingCreditLineMemberck0001987221:KemperSportsManagementLlcMember2025-03-310001987221ck0001987221:DelayeddrawloanMemberck0001987221:BillhighwayLlcMember2025-03-310001987221us-gaap:CashEquivalentsMember2024-12-310001987221ck0001987221:InvestmentAdvisoryAgreementMember2024-01-012024-03-310001987221ck0001987221:RevolvingCreditLineMemberck0001987221:MilitaryRetailSolutionsLlcMember2025-03-310001987221ck0001987221:AdministrationAgreementMember2024-01-012024-03-310001987221Equity Investments Private Companies Armanio Advisory LLC - Class A Units Industry Commercial & Professional Services Acquisition Date 10/18/20242024-12-310001987221First Lien Senior Secured Sportime Clubs, LLC - Delayed Draw Term Loan B Industry Consumer Services Spread Above Index FIXED 18.00% Interest Rate 18.00% Maturity Date 10/17/20292025-03-310001987221us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputDiscountRateMemberck0001987221:FirstLienSeniorSecuredMembersrt:MaximumMember2025-03-310001987221First Lien Senior Secured Diesco Industries Ltd. - Term Loan Food, Beverage & Tobacco Spread Above Index SOFR + 6.00% (1.00% floor) Interest Rate 10.33% Maturity Date 12/31/20292025-03-310001987221us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001987221:FirstLienSeniorSecuredMember2025-03-310001987221us-gaap:FairValueInputsLevel3Memberck0001987221:SecondLienSeniorSecuredMemberck0001987221:ValuationTechniqueBrokerQuoteMemberck0001987221:MeasurementInputBrokerQuoteMember2025-03-310001987221First Lien Senior Secured Hometown Food Company - Term Loan Consumer Staples Distribution & Retail Spread Above Index SOFR + 4.50% (1.00% floor) Interest Rate 8.92% Maturity Date 8/16/20392025-03-310001987221us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMemberck0001987221:FirstLienSeniorSecuredMembersrt:MaximumMember2024-12-310001987221First Lien Senior Secured OpCo Borrower, LLC - Term Loan Industry Health Care Equipment & Services Spread Above Index SOFR + 5.75% (1.00% floor) Interest Rate 10.08% Maturity Date 5/15/20292025-03-310001987221Second Lien Senior Secured GRAM ABF Vision Holdings, L.P. - Promissory Note Industry Insurance Spread Above Index FIXED 15.00% Interest Rate 15.00% Maturity Date 1/10/202312025-03-310001987221Second Lien Senior Secured Mitchell International, Inc. - Term Loan Industry Software & Services Spread Above Index SOFR + 5.25% (0.50% floor) Interest Rate 9.57% Maturity Date 6/17/20322025-03-310001987221us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:EquityFundsMemberus-gaap:MeasurementInputDiscountRateMember2025-03-310001987221First Lien Senior Secured OmniMax International, LLC - Delayed Draw Term Loan Industry Capital Goods Spread Above Index SOFR + 5.75% (1.00% floor) Interest Rate 10.03% Maturity Date 12/6/20302025-03-310001987221First Lien Senior Secured KCK Ltd - Revolving Credit Line Industry Financial Services Spread Above Index SOFR + 5.40% Interest Rate 9.88% Maturity Date 9/27/20272024-12-310001987221First Lien Senior Secured Splash Car Wash, Inc - Delayed Draw Term Loan Industry Consumer Discretionary Distribution & Retail Spread Above Index SOFR + 6.50% (1.00% floor) + 1.00% PIK Interest Rate 12.26% Maturity Date 6/30/20262024-12-310001987221us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMembersrt:MinimumMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001987221:FirstLienSeniorSecuredMember2025-03-310001987221ck0001987221:AmendedAndRestatedExpenseLimitationAndReimbursementAgreementMember2025-01-012025-03-310001987221ck0001987221:SecuredLoanFacilityMemberck0001987221:UndrawnCommitmentLessThanOrEqualToFiftyPercentageOfAggregateCommitmentMemberck0001987221:AmgComvestSeniorLendingFundLliSpvLlcMember2024-07-162024-07-160001987221ck0001987221:DelayeddrawloanMemberck0001987221:CardiologyManagementHoldingsLlcMember2025-03-310001987221First Lien Senior Secured Allbridge, LLC - Term Loan Telecommunication Services Spread Above Index SOFR + 5.75% (1.00% floor) Interest Rate 10.05% Maturity Date 6/5/20302025-03-310001987221Equity Investments Private Companies CyberMaxx Holdings, LLC - Class A Common Units Industry Software & Services Acquisition Date 11/4/20242025-01-012025-03-310001987221First Lien Senior Secured Cardiology Management Holdings, LLC - Delayed Draw Term Loan B Industry Health Care Equipment & Services Spread Above Index SOFR + 6.25% (1.00% floor) Interest Rate 10.58% Maturity Date 1/31/20292024-12-310001987221First Lien Senior Secured National Debt Relief, LLC - Delayed Draw Term Loan Financial Services Spread Above Index SOFR + 6.50% (2.50% floor) Interest Rate 10.94% Maturity Date 2/7/20282025-03-310001987221First Lien Senior Secured Solidcore Topco, LLC - Term Loan Industry Consumer Services Spread Above Index SOFR + 5.75% (1.50% floor) Interest Rate 10.05% Maturity Date 11/4/20302025-03-310001987221us-gaap:CommonStockMember2024-12-132024-12-130001987221First Lien Senior Secured Military Retail Solutions, LLC – Term Loan Industry Consumer Staples Distribution & Retail Spread Above Index SOFR + 5.25% (1.00% floor) Interest Rate 9.61% Maturity Date 6/28/20292024-12-310001987221ck0001987221:SportimeClubs-TermLoanAMemberck0001987221:DelayeddrawloanMember2024-12-310001987221First Lien Senior Secured FloWorks International, LLC - Term Loan Capital Goods Spread Above Index SOFR + 4.75% (0.75% floor) Interest Rate 9.07% Maturity Date 11/26/20312025-03-310001987221First Lien Senior Secured Armanino Advisory LLC - Revolving Credit Line Industry Commercial & Professional Services Spread Above Index SOFR + 6.00% (1.00% floor) Interest Rate 10.27% Maturity Date 10/18/20292024-12-310001987221First Lien Senior Secured Kemper Sports Management, LLC - Delayed Draw Term Loan Consumer Services Spread Above Index SOFR + 5.00% (1.00% floor) Interest Rate 9.42% Maturity Date 10/11/20292025-03-310001987221First Lien Senior Secured CheckedUp, Inc - Term Loan Industry Media & Entertainment Spread Above Index SOFR + 5.50% (1.00% floor) Interest Rate 9.96% Maturity Date 10/20/20272024-12-3100019872212025-03-310001987221ck0001987221:CapitalDrawdownsMemberck0001987221:DrawDownDateTwentyEightMarch2024Member2024-01-012024-03-310001987221ck0001987221:AmgComvestSeniorLendingFeederFundLlcMemberck0001987221:CommonClassIMember2025-03-310001987221First Lien Senior Secured Nuclear Care Partners Holdings, Inc. - Revolving Credit Line Industry Health Care Equipment & Services Spread Above Index SOFR + 4.75% (1.00% floor) Interest Rate 9.30% Maturity Date 10/1/20302024-12-310001987221us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:EquityFundsMemberus-gaap:MeasurementInputDiscountRateMember2024-12-310001987221us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MeasurementInputDiscountRateMemberck0001987221:FirstLienSeniorSecuredMember2024-12-310001987221ck0001987221:DelayeddrawloanMemberck0001987221:HasaAcquisitionLlcMember2025-03-310001987221First Lien Senior Secured Total Fleet Buyer, LLC - Term Loan Industry Commercial & Professional Services Spread Above Index SOFR + 4.50% (1.00% floor) Interest Rate 8.95% Maturity Date 7/15/20302024-12-310001987221ck0001987221:RevolvingCreditLineMemberck0001987221:HasaAcquisitionLlcMember2025-03-310001987221us-gaap:FairValueInputsLevel2Member2024-12-310001987221ck0001987221:RevolvingCreditLineMemberck0001987221:CheckedupIncMember2024-12-310001987221us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001987221:FirstLienSeniorSecuredMembersrt:MaximumMember2024-12-310001987221ck0001987221:BakerHillMemberck0001987221:RevolvingCreditLineMember2024-12-310001987221First Lien Senior Secured Project Pathfinder Borrower, LLC - Revolving Credit Line Industry Software & Services Spread Above Index SOFR + 5.00% (1.00% floor) Interest Rate 9.29% Maturity Date 1/22/20322025-03-310001987221First Lien Senior Secured CrossLink Professional Tax Solutions, LLC - Revolving Credit Line Software & Services Spread Above Index SOFR + 5.50% (1.00% floor) Interest Rate 9.82% Maturity Date 6/30/20282025-03-310001987221ck0001987221:SecuredLoanFacilityMemberck0001987221:AmgComvestSeniorLendingFundLliSpvLlcMember2024-07-162024-07-160001987221Equity Investments Private Companies CyberMaxx CyberMaxx (Class A-1 Preferred Units) Industry Software & Services Interest Rate 8.00% Acquisition Date 11/4/20242025-01-012025-03-310001987221us-gaap:FairValueInputsLevel3Memberck0001987221:RecentTransactionPriceValuationTechniqueMemberck0001987221:FirstLienSeniorSecuredMemberck0001987221:MeasurementInputRecentTransactionPriceMember2024-12-310001987221First Lien Senior Secured Solidcore Topco, LLC - Revolving Credit Line Industry Consumer Services Spread Above Index SOFR + 5.75% (1.50% floor) Interest Rate 10.31% Maturity Date 11/4/20302024-12-310001987221us-gaap:CommonStockMember2024-12-310001987221First Lien Senior Secured Firebirds Buyer, LLC - Delayed Draw Term Loan Industry Consumer Services Spread Above Index SOFR + 6.25% (2.00% floor) Interest Rate 10.71% Maturity Date 3/22/20282024-12-310001987221ck0001987221:DelayeddrawloanMemberck0001987221:MilitaryRetailSolutionsLlcMember2025-03-310001987221ck0001987221:SecuredLoanFacilityMemberck0001987221:AmgComvestSeniorLendingFundLliSpvLlcMember2025-03-270001987221ck0001987221:DelayeddrawloanMemberck0001987221:SolidcoreTopocoMember2025-03-310001987221ck0001987221:PeriscopeCybermaxxMemberck0001987221:DelayeddrawloanMember2024-12-310001987221First Lien Senior Secured Priority Holdings, LLC - Term Loan Industry Financial Services Spread Above Index SOFR + 4.75% (0.50% floor) Interest Rate 9.07% Maturity Date 5/16/20312025-03-310001987221Warrants iCreditWorks Inc. Industry Software & Services2024-01-012024-12-310001987221First Lien Senior Secured Billhighway, LLC - Term Loan Software & Services Spread Above Index SOFR + 6.75% (1.00% floor) Interest Rate 11.17% Maturity Date 2/8/20292025-03-310001987221First Lien Senior Secured Allbridge, LLC - Delayed Draw Term Loan Industry Telecommunication Services Spread Above Index SOFR + 5.75% (1.00% floor) Interest Rate 10.08% Maturity Date 6/5/20302024-12-310001987221First Lien Senior Secured HAH Group Holding Company, LLC - Term Loan Industry Health Care Equipment & Services Spread Above Index SOFR + 5.00% Interest Rate 9.36% Maturity Date 9/24/20312024-12-310001987221ck0001987221:InvestmentsAndCashEquivalentsMemberck0001987221:ConsumerServicesMember2025-03-310001987221First Lien Senior Secured FloWorks International, LLC - Delayed Draw Term Loan Capital Goods Spread Above Index SOFR + 4.75% (0.75% floor) Interest Rate 9.07% Maturity Date 11/26/20312025-03-310001987221us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:EquityFundsMembersrt:MinimumMemberus-gaap:MeasurementInputRevenueMultipleMember2024-12-310001987221First Lien Senior Secured Rialto Management Group, LLC - Term Loan Industry Financial Services Spread Above Index SOFR + 5.00% (0.75% floor) Interest Rate 9.32% Maturity Date 12/5/20302025-03-310001987221First Lien Senior Secured Hornblower Sub LLC - Revolving Credit Line Industry Transportation Spread Above Index SOFR + 5.50% (0.50% floor) Interest Rate 10.02% Maturity Date 7/3/20292024-12-310001987221ck0001987221:CapitalGoodsMemberck0001987221:InvestmentsAndCashEquivalentsMember2025-03-310001987221ck0001987221:RevolvingCreditLineMemberck0001987221:CheckedupIncMember2025-03-310001987221First Lien Senior Secured Hornblower Sub LLC - Term Loan Transportation Spread Above Index SOFR + 5.50% (1.00% floor) Interest Rate 9.81% Maturity Date 7/3/20292025-03-310001987221First Lien Senior Secured Petvet Care Centers, LLC - Term Loan Industry Health Care Equipment & Services Spread Above Index SOFR + 6.00% (0.75% floor) Interest Rate 10.32% Maturity Date 11/15/20302025-03-310001987221First Lien Senior Secured Spartan CP, LLC – Term Loan Industry Consumer Services Spread Above Index SOFR + 5.75% (1.00% floor) Interest Rate 10.11% Maturity Date 6/28/20292024-12-310001987221First Lien Senior Secured Discovery SL Management, LLC - Delayed Draw Term Loan A Health Care Equipment & Services Spread Above Index SOFR + 5.50% (1.00% floor) Interest Rate 9.81% Maturity Date 3/18/20302025-03-310001987221First Lien Senior Secured Solidcore Topco, LLC - Delayed Draw Term Loan Industry Consumer Services Spread Above Index SOFR + 5.75% (1.50% floor) Interest Rate 10.31% Maturity Date 11/4/20302024-12-310001987221First Lien Senior Secured Obra CICS Finance, LLC - Term Loan Industry Insurance Spread Above Index SOFR + 4.25% (3.00% floor) Interest Rate 8.61 % Maturity Date 12/31/20302024-12-310001987221ck0001987221:ArmaninoAdvisoryLLCMemberck0001987221:DelayeddrawloanMember2025-03-310001987221us-gaap:DelayedDrawTermLoanMember2025-03-310001987221First Lien Senior Secured Sportime Clubs, LLC – Revolving Credit Line Consumer Services Spread Above Index SOFR + 6.50% (1.00% floor) Interest Rate 10.86% Maturity Date 10/17/20292024-12-310001987221ck0001987221:SecuredLoanFacilityMember2025-01-012025-03-310001987221Equity Investments Private Companies CyberMaxx CyberMaxx (Class A-1 Preferred Units) Industry Software & Services Interest Rate 8.00% Acquisition Date 11/4/20242025-03-310001987221ck0001987221:DelayeddrawloanMemberck0001987221:AllbridgeLlcMember2024-12-310001987221First Lien Senior Secured Salt US Holdco, LLC - Term Loan Industry Transportation Spread Above Index SOFR + 5.73% (1.00% floor) Interest Rate 10.03% Maturity Date 7/31/20292025-03-310001987221First Lien Senior Secured Hasa Acquisition, LLC - Term Loan Capital Goods Spread Above Index SOFR + 4.50% (1.00% floor) Interest Rate 8.81% Maturity Date 1/10/20392025-03-310001987221ck0001987221:DelayeddrawloanMemberck0001987221:DiscoverySlManagementLlcMember2024-12-310001987221ck0001987221:DMAHoldingCompanyMemberck0001987221:RevolvingCreditLineMember2025-03-310001987221ck0001987221:SecondLienSeniorSecuredMemberus-gaap:FairValueInputsLevel1Member2025-03-310001987221First Lien Senior Secured Sportime Clubs, LLC - Term Loan A Industry Consumer Services Spread Above Index SOFR + 6.50% (1.00% floor) Interest Rate 10.82% Maturity Date 10/17/20292025-03-310001987221ck0001987221:AmgComvestSeniorLendingFeederFundLlcMemberck0001987221:CommonClassIMember2024-12-310001987221ck0001987221:DelayeddrawloanMemberck0001987221:SeatexMergerSubLLCMember2024-12-310001987221ck0001987221:CommonClassSMember2025-03-310001987221ck0001987221:RevolvingCreditLineMember2025-03-310001987221First Lien Senior Secured Billhighway, LLC - Revolving Credit Line Software & Services Spread Above Index SOFR + 6.75% (1.00% floor) Interest Rate 11.17% Maturity Date 2/8/20292025-03-310001987221First Lien Senior Secured OL Texas Restaurants, LLC - Revolving Credit Line Industry Consumer Services Spread Above Index SOFR + 5.75% (1.00% floor) Interest Rate 10.32% Maturity Date 8/29/20292025-03-310001987221ck0001987221:SpartanCpLlcMemberck0001987221:RevolvingCreditLineMember2025-03-310001987221First Lien Senior Secured Hasa Acquisition, LLC - Revolving Credit Line Industry Capital Goods Spread Above Index SOFR + 4.50% (1.00% floor) Interest Rate 9.07% Maturity Date 1/10/20292024-12-310001987221First Lien Senior Secured CheckedUp, Inc - Revolving Credit Line Media & Entertainment Spread Above Index SOFR + 5.50% (1.00% floor) Interest Rate 9.92% Maturity Date 10/20/20272025-03-310001987221ck0001987221:O2025Q1DividendsMember2025-01-290001987221First Lien Senior Secured Rails International, LLC – Term Loan Industry Consumer Durables & Apparel Spread Above Index SOFR + 6.25% (2.00% floor) Interest Rate 10.62% Maturity Date 12/20/20292024-12-310001987221ck0001987221:O2025Q2DividendsMember2025-02-272025-02-270001987221First Lien Senior Secured Priority Holdings, LLC - Term Loan Industry Financial Services Spread Above Index SOFR + 4.75% (0.50% floor) Interest Rate 9.11% Maturity Date 5/16/20312024-12-310001987221First Lien Senior Secured Sportime Clubs, LLC - Term Loan B Industry Consumer Services Spread Above Index FIXED 18.00% Interest Rate 18.00% Maturity Date 10/17/20292024-12-310001987221Debt Investments2025-03-310001987221First Lien Senior Secured Military Retail Solutions, LLC - Term Loan Consumer Staples Distribution & Retail Spread Above Index SOFR + 5.25% (1.00% floor) Interest Rate 9.57% Maturity Date 6/28/20292025-03-310001987221ck0001987221:SecuredLoanFacilityMemberck0001987221:AmgComvestSeniorLendingFundLliSpvLlcMember2024-07-160001987221Equity Investments Private Companies CyberMaxx Holdings, LLC - Class A Common Units Industry Software & Services Acquisition Date 11/4/20242024-12-310001987221ck0001987221:InvestmentsAndCashEquivalentsMemberck0001987221:ConsumerStaplesDistributionAndRetailMember2025-03-310001987221First Lien Senior Secured Restaurant Holding Company, LLC - Delayed Draw Term Loan Industry Consumer Services Spread Above Index SOFR + 6.25% (1.00% floor) Interest Rate 10.72% Maturity Date 2/25/20282024-12-310001987221ck0001987221:AdministrationAgreementMember2024-01-012024-12-310001987221Warrants iCreditWorks Inc. Industry Software & Services2025-01-012025-03-310001987221ck0001987221:SixMonthSofrRateMember2025-03-310001987221First Lien Senior Secured Discovery SL Management, LLC - Term Loan Industry Health Care Equipment & Services Spread Above Index SOFR + 5.50% (1.00% floor) Interest Rate 9.88% Maturity Date 3/18/20302024-12-310001987221First Lien Senior Secured Nuclear Care Partners Holdings, Inc. - Revolving Credit Line Industry Health Care Equipment & Services Spread Above Index SOFR + 4.75% (1.00% floor) Interest Rate 9.07% Maturity Date 10/1/20302025-03-310001987221First Lien Senior Secured DMA Holding Company - Term Loan Industry Software & Services Spread Above Index SOFR + 7.00% (1.00% floor) Interest Rate 11.46% Maturity Date 7/19/20282024-12-310001987221First Lien Senior Secured D4C Dental Brands, Inc. - Revolving Credit Line Industry Health Care Equipment & Services Spread Above Index SOFR + 4.50% (3.00% floor) Interest Rate 9.02% Maturity Date 11/27/20292024-12-310001987221ck0001987221:DelayeddrawloanMemberck0001987221:OmnimaxMember2024-12-310001987221us-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2024-12-310001987221First Lien Senior Secured Spartan CP, LLC - Delayed Draw Term Loan Industry Consumer Services Spread Above Index SOFR + 5.75% (1.00% floor) Interest Rate 10.07% Maturity Date 6/28/20292025-03-310001987221ck0001987221:O2025Q3DividendsMember2025-03-270001987221ck0001987221:OjosLocosMemberck0001987221:DelayeddrawloanMember2024-12-310001987221ck0001987221:RevolvingCreditLineMemberck0001987221:TotalFleetBuyerLlcMember2025-03-3100019872212024-01-012024-03-310001987221First Lien Senior Secured Pansophic Learning US, LLC – Revolving Credit Line Industry Consumer Services Spread Above Index SOFR + 5.75% (1.00% floor) Interest Rate 10.26 % Maturity Date 5/15/20292024-12-310001987221us-gaap:FairValueInputsLevel3Memberck0001987221:RecentTransactionPriceValuationTechniqueMemberck0001987221:FirstLienSeniorSecuredMemberck0001987221:MeasurementInputRecentTransactionPriceMember2025-03-310001987221us-gaap:FairValueInputsLevel3Memberck0001987221:FirstLienSeniorSecuredMember2025-03-310001987221ck0001987221:DelayeddrawloanMemberck0001987221:PediatricHomeRespiratoryMember2025-03-310001987221ck0001987221:ThreeMonthSofrRateMember2024-12-310001987221First Lien Senior Secured Billhighway, LLC - Term Loan Industry Software & Services Spread Above Index SOFR + 6.75% (1.00% floor) Interest Rate 11.21% Maturity Date 2/8/20292024-12-310001987221First Lien Senior Secured Pansophic Learning US, LLC - Term Loan Industry Consumer Services Spread Above Index SOFR + 5.75% (1.00% floor) Interest Rate 10.07% Maturity Date 5/15/20292025-03-310001987221us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:EquityFundsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2024-12-310001987221ck0001987221:SportimeClubsMemberck0001987221:RevolvingCreditLineMember2024-12-3100019872212025-05-130001987221us-gaap:EquityFundsMember2025-03-310001987221us-gaap:FairValueInputsLevel3Memberus-gaap:EquityFundsMember2024-03-310001987221First Lien Senior Secured Rails International, LLC - Term Loan Industry Consumer Discretionary Distribution & Retail Spread Above Index SOFR + 6.25% (2.00% floor) Interest Rate 10.57% Maturity Date 12/20/20292025-03-310001987221ck0001987221:SoftwareAndServicesMemberck0001987221:InvestmentsAndCashEquivalentsMember2025-03-310001987221First Lien Senior Secured Seatex Merger Sub, LLC - Revolving Credit Line Industry Materials Spread Above Index SOFR + 5.75% (1.00% floor) Interest Rate 10.04% Maturity Date 10/22/20292025-03-310001987221ck0001987221:SixMonthSofrRateMember2024-12-310001987221ck0001987221:DrawDownDateTwentyEightMarch2024Member2025-01-012025-03-310001987221First Lien Senior Secured Discovery SL Management, LLC - Revolving Credit Line Health Care Equipment & Services Spread Above Index SOFR + 5.50% (1.00% floor) Interest Rate 9.81% Maturity Date 3/18/20302025-03-31xbrli:purexbrli:sharesck0001987221:Segmentiso4217:USD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2025
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 814-01669
AMG Comvest Senior Lending Fund
(Exact Name of Registrant as Specified in Charter)
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Delaware |
93-4109571 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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360 S Rosemary Avenue, Suite 1700, |
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West Palm Beach, FL |
33401 |
(Address of Principal Executive Offices) |
(Zip Code) |
(561) 727-2001
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
None |
None |
None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
|
|
|
|
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
Emerging growth company |
☒ |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒
There were 11,897,476 issued and outstanding shares of the registrant’s Class I common shares of beneficial interest, $0.001 par value per share, on May 13, 2025.
AMG Comvest Senior Lending Fund
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS.
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(amounts in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 (Unaudited) |
|
|
December 31, 2024 |
|
Assets |
|
|
|
|
|
|
Non-controlled, non-affiliated investments, at fair value (amortized cost of $546,906 and $397,743, respectively) |
|
$ |
549,335 |
|
|
$ |
399,268 |
|
Cash and cash equivalents |
|
|
19,640 |
|
|
|
20,393 |
|
Restricted cash |
|
|
3,865 |
|
|
|
2,492 |
|
Receivables: |
|
|
|
|
|
|
Receivable for paydowns of investments |
|
|
90 |
|
|
|
36 |
|
Interest receivable |
|
|
5,137 |
|
|
|
3,193 |
|
Due from affiliates (Note 4) |
|
|
268 |
|
|
|
— |
|
Prepaid expenses and other assets |
|
|
1,579 |
|
|
|
2,084 |
|
Total Assets |
|
$ |
579,914 |
|
|
$ |
427,466 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Secured Loan Facility (net of deferred financing costs of $3,322 and $722, respectively) |
|
$ |
259,778 |
|
|
$ |
159,378 |
|
Secured Borrowing |
|
|
30,702 |
|
|
|
63,237 |
|
Payables: |
|
|
|
|
|
|
Payable for investments purchased |
|
|
9,893 |
|
|
|
— |
|
Dividend distributions payable |
|
|
2,136 |
|
|
|
— |
|
Management fee payable, net (Note 4) |
|
|
837 |
|
|
|
505 |
|
Deferred tax liability |
|
|
33 |
|
|
|
25 |
|
Interest payable |
|
|
1,495 |
|
|
|
1,273 |
|
Incentive fee payable |
|
|
1,114 |
|
|
|
634 |
|
Due to affiliates (Note 4) |
|
|
— |
|
|
|
271 |
|
Accrued professional fees |
|
|
617 |
|
|
|
340 |
|
Accrued organizational and offering costs |
|
|
232 |
|
|
|
232 |
|
Accrued administrative expenses |
|
|
168 |
|
|
|
101 |
|
Accrued expenses |
|
|
429 |
|
|
|
200 |
|
Total Liabilities |
|
$ |
307,434 |
|
|
$ |
226,196 |
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
|
|
|
|
|
Class I shares, $0.001 par value; unlimited authorized; 10,715,270 and 7,945,702 shares issued and outstanding, respectively |
|
$ |
11 |
|
|
$ |
8 |
|
Additional paid-in capital |
|
|
269,950 |
|
|
|
199,800 |
|
Total distributable earnings (accumulated deficit) |
|
|
2,519 |
|
|
|
1,462 |
|
Total Net Assets |
|
$ |
272,480 |
|
|
$ |
201,270 |
|
Total Liabilities and Net Assets |
|
$ |
579,914 |
|
|
$ |
427,466 |
|
Net Asset Value Per Share |
|
$ |
25.43 |
|
|
$ |
25.33 |
|
The accompanying notes are an integral part of these consolidated financial statements.
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except share and per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
2025 |
|
|
2024 |
|
Income: |
|
|
|
|
|
Investment income from non-controlled, non-affiliated investments: |
|
|
|
|
|
Interest income |
$ |
12,410 |
|
|
$ |
733 |
|
Fee income |
|
196 |
|
|
|
14 |
|
Total Investment Income |
|
12,606 |
|
|
|
747 |
|
Expenses: |
|
|
|
|
|
Management fees |
|
837 |
|
|
|
87 |
|
Incentive fees |
|
924 |
|
|
|
81 |
|
Administrative expenses |
|
168 |
|
|
|
17 |
|
Interest expense |
|
4,098 |
|
|
|
— |
|
Professional fees |
|
331 |
|
|
|
623 |
|
Trustees’ fees |
|
53 |
|
|
|
41 |
|
Organizational and offering expenses |
|
436 |
|
|
|
110 |
|
Other general expenses |
|
209 |
|
|
|
82 |
|
Total Expenses |
|
7,056 |
|
|
|
1,041 |
|
Less: Fee waivers (Note 4) |
|
— |
|
|
|
(185 |
) |
Less: Expense reimbursement (Note 4) |
|
(267 |
) |
|
|
(755 |
) |
Net expenses |
|
6,789 |
|
|
|
101 |
|
Net Investment Income (Loss) |
|
5,817 |
|
|
|
646 |
|
|
|
|
|
|
|
Realized and unrealized gains (losses) on investments and foreign currency transactions |
|
|
|
|
|
Net change in unrealized gains (losses): |
|
|
|
|
|
Non-controlled, non-affiliated investments |
|
904 |
|
|
|
(106 |
) |
Net change in deferred tax liability |
|
(8 |
) |
|
|
— |
|
Total net change in unrealized gains (losses) |
|
896 |
|
|
|
(106 |
) |
Total realized and unrealized gains (losses) |
|
896 |
|
|
|
(106 |
) |
Net Increase (Decrease) in Net Assets Resulting from Operations |
$ |
6,713 |
|
|
$ |
540 |
|
|
|
|
|
|
|
Per Share Data: |
|
|
|
|
|
Basic and diluted net investment income/(loss) per share |
$ |
0.54 |
|
|
$ |
0.57 |
|
Basic and diluted net increase/(decrease) in net assets resulting from operations per share |
$ |
0.63 |
|
|
$ |
0.49 |
|
Weighted Average Shares Outstanding - Basic and Diluted |
|
10,684,405 |
|
|
|
1,125,074 |
|
The accompanying notes are an integral part of these consolidated financial statements.
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(amounts in thousands, except share and per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
|
2025 |
|
|
2024 |
|
Increase (Decrease) in Net Assets Resulting from Operations: |
|
|
|
|
|
|
Net investment income (loss) |
|
$ |
5,817 |
|
|
$ |
646 |
|
Net change in unrealized gains (losses) on investments |
|
|
896 |
|
|
|
(106 |
) |
Net Increase (Decrease) in Net Assets Resulting from Operations |
|
|
6,713 |
|
|
|
540 |
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Net Assets Resulting from Shareholder Distributions |
|
|
(5,656 |
) |
|
|
(594 |
) |
|
|
|
|
|
|
|
Increase in Net Assets Resulting from Capital Share Transactions |
|
|
|
|
|
|
Proceeds of issuance of common shares |
|
|
70,150 |
|
|
|
14,000 |
|
Reinvestment of distributions |
|
|
3 |
|
|
|
— |
|
Proceeds from issuance of shares |
|
|
70,153 |
|
|
|
14,000 |
|
|
|
|
|
|
|
|
Total Increase (Decrease) in Net Assets |
|
|
71,210 |
|
|
|
13,946 |
|
Net Assets, Beginning of Period |
|
|
201,270 |
|
|
|
27,513 |
|
Net Assets, End of Period |
|
$ |
272,480 |
|
|
$ |
41,459 |
|
The accompanying notes are an integral part of these consolidated financial statements.
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
|
2025 |
|
|
2024 |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
6,713 |
|
|
$ |
540 |
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
Net change in unrealized gains (losses) (net of deferred tax liability) |
|
|
(896 |
) |
|
|
106 |
|
Net accretion of discount and payment in-kind interest on investments |
|
|
(607 |
) |
|
|
(28 |
) |
Purchases of portfolio investments |
|
|
(153,097 |
) |
|
|
(7,332 |
) |
Sales or repayments of portfolio investments |
|
|
4,486 |
|
|
|
264 |
|
Increase (decrease) in operating assets and liabilities: |
|
|
|
|
|
|
(Increase) decrease in interest receivable |
|
|
(1,944 |
) |
|
|
124 |
|
Increase in due from affiliates |
|
|
(268 |
) |
|
|
(327 |
) |
Decrease in prepaid expenses and other assets |
|
|
505 |
|
|
|
76 |
|
Increase in payable for investments purchased |
|
|
9,893 |
|
|
|
— |
|
Increase in dividend distributions payable |
|
|
2,136 |
|
|
|
— |
|
Increase in management fees payable |
|
|
332 |
|
|
|
— |
|
Increase in interest payable |
|
|
222 |
|
|
|
— |
|
Increase in incentive fee payable, net |
|
|
480 |
|
|
|
— |
|
Decrease in due to affiliates |
|
|
(271 |
) |
|
|
— |
|
Increase in accrued professional fees |
|
|
277 |
|
|
|
581 |
|
Decrease in accrued administrative expenses |
|
|
67 |
|
|
|
— |
|
Increase in accrued expenses |
|
|
230 |
|
|
|
82 |
|
Net cash provided by (used in) operating activities |
|
|
(131,742 |
) |
|
|
(5,914 |
) |
Cash Flows provided by (used in) Financing Activities: |
|
|
|
|
|
|
Borrowings on Secured Loan Facility |
|
|
157,000 |
|
|
|
— |
|
Repayments on Secured Loan Facility |
|
|
(54,000 |
) |
|
|
— |
|
Proceeds from Secured Borrowing |
|
|
35,434 |
|
|
|
— |
|
Repayments on Secured Borrowing |
|
|
(67,969 |
) |
|
|
— |
|
Deferred financing costs paid |
|
|
(2,600 |
) |
|
|
— |
|
Distributions paid in cash |
|
|
(5,653 |
) |
|
|
(594 |
) |
Proceeds from issuance of shares |
|
|
70,150 |
|
|
|
14,000 |
|
Net cash provided by (used in) financing activities |
|
|
132,362 |
|
|
|
13,406 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
620 |
|
|
|
7,492 |
|
Cash and cash equivalents and restricted cash, beginning of period |
|
|
22,885 |
|
|
|
8,511 |
|
Cash and cash equivalents and restricted cash, end of period |
|
$ |
23,505 |
|
|
$ |
16,003 |
|
|
|
|
|
|
|
|
Supplemental and Non-Cash Information: |
|
|
|
|
|
|
Interest paid during the period |
|
$ |
3,876 |
|
|
$ |
— |
|
Reinvestment of distributions during the period |
|
$ |
3 |
|
|
$ |
— |
|
PIK Income |
|
$ |
199 |
|
|
$ |
— |
|
The accompanying notes are an integral part of these consolidated financial statements.
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
(amounts in thousands, except per share data)
March 31, 2025
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Maturity Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Debt Investments (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allbridge, LLC - Delayed Draw Term Loan (4) |
|
Telecommunication Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.05% |
|
6/5/2030 |
|
$ |
- |
|
|
$ |
(1 |
) |
|
$ |
- |
|
|
|
0.0 |
% |
Allbridge, LLC - Revolving Credit Line (4) |
|
Telecommunication Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.05% |
|
6/5/2030 |
|
|
- |
|
|
|
(2 |
) |
|
|
- |
|
|
|
0.0 |
% |
Allbridge, LLC - Term Loan (14) |
|
Telecommunication Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.05% |
|
6/5/2030 |
|
|
1,777 |
|
|
|
1,757 |
|
|
|
1,775 |
|
|
|
0.7 |
% |
Armanino Advisory LLC - Delayed Draw Term Loan (4) |
|
Commercial & Professional Services |
|
SOFR + 6.00% (1.00% floor) |
|
10.27% |
|
10/18/2029 |
|
|
- |
|
|
|
(26 |
) |
|
|
(17 |
) |
|
|
0.0 |
% |
Armanino Advisory LLC - Revolving Credit Line (4) |
|
Commercial & Professional Services |
|
SOFR + 6.00% (1.00% floor) |
|
10.32% |
|
10/18/2029 |
|
|
960 |
|
|
|
925 |
|
|
|
949 |
|
|
|
0.3 |
% |
Armanino Advisory LLC - Term Loan |
|
Commercial & Professional Services |
|
SOFR + 6.00% (1.00% floor) |
|
10.27% |
|
10/18/2029 |
|
|
13,408 |
|
|
|
13,166 |
|
|
|
13,328 |
|
|
|
4.9 |
% |
Batteries Plus Holding Corporation - Revolving Credit Line (4)(7) |
|
Technology Hardware & Equipment |
|
SOFR + 6.75% (1.00% floor) |
|
11.17% |
|
6/27/2028 |
|
|
14 |
|
|
|
13 |
|
|
|
14 |
|
|
|
0.0 |
% |
Batteries Plus Holding Corporation - Term Loan (7)(14) |
|
Technology Hardware & Equipment |
|
SOFR + 6.75% (1.00% floor) |
|
11.17% |
|
6/27/2028 |
|
|
475 |
|
|
|
471 |
|
|
|
475 |
|
|
|
0.2 |
% |
BHP Management Holdings, LLC - Delayed Draw Term Loan (7)(14) |
|
Health Care Equipment & Services |
|
SOFR + 4.50% (1.00% floor) |
|
8.95% |
|
10/27/2028 |
|
|
725 |
|
|
|
721 |
|
|
|
725 |
|
|
|
0.3 |
% |
BHP Management Holdings, LLC - Term Loan (7)(14) |
|
Health Care Equipment & Services |
|
SOFR + 4.50% (1.00% floor) |
|
8.95% |
|
10/27/2028 |
|
|
1,256 |
|
|
|
1,250 |
|
|
|
1,256 |
|
|
|
0.5 |
% |
Billhighway, LLC - Delayed Draw Term Loan (4)(7) |
|
Software & Services |
|
SOFR + 6.75% (1.00% floor) |
|
11.17% |
|
2/8/2029 |
|
|
61 |
|
|
|
59 |
|
|
|
60 |
|
|
|
0.0 |
% |
Billhighway, LLC - Revolving Credit Line (4)(7) |
|
Software & Services |
|
SOFR + 6.75% (1.00% floor) |
|
11.17% |
|
2/8/2029 |
|
|
- |
|
|
|
(1 |
) |
|
|
- |
|
|
|
0.0 |
% |
Billhighway, LLC - Term Loan (7) |
|
Software & Services |
|
SOFR + 6.75% (1.00% floor) |
|
11.17% |
|
2/8/2029 |
|
|
960 |
|
|
|
949 |
|
|
|
960 |
|
|
|
0.4 |
% |
Cardiology Management Holdings, LLC - Delayed Draw Term Loan A (7)(14) |
|
Health Care Equipment & Services |
|
SOFR + 6.25% (1.00% floor) |
|
10.70% |
|
1/31/2029 |
|
|
488 |
|
|
|
480 |
|
|
|
483 |
|
|
|
0.2 |
% |
Cardiology Management Holdings, LLC - Delayed Draw Term Loan B (4)(7)(14) |
|
Health Care Equipment & Services |
|
SOFR + 6.25% (1.00% floor) |
|
10.70% |
|
1/31/2029 |
|
|
16 |
|
|
|
9 |
|
|
|
11 |
|
|
|
0.0 |
% |
Cardiology Management Holdings, LLC - Term Loan (7)(14) |
|
Health Care Equipment & Services |
|
SOFR + 6.25% (1.00% floor) |
|
10.70% |
|
1/31/2029 |
|
|
692 |
|
|
|
681 |
|
|
|
685 |
|
|
|
0.3 |
% |
CheckedUp, Inc - Delayed Draw Term Loan (7)(14) |
|
Media & Entertainment |
|
SOFR + 5.50% (1.00% floor) |
|
9.92% |
|
10/20/2027 |
|
|
245 |
|
|
|
243 |
|
|
|
245 |
|
|
|
0.1 |
% |
CheckedUp, Inc - Revolving Credit Line (4)(7) |
|
Media & Entertainment |
|
SOFR + 5.50% (1.00% floor) |
|
9.92% |
|
10/20/2027 |
|
|
101 |
|
|
|
100 |
|
|
|
101 |
|
|
|
0.0 |
% |
CheckedUp, Inc - Term Loan (7)(14) |
|
Media & Entertainment |
|
SOFR + 5.50% (1.00% floor) |
|
9.92% |
|
10/20/2027 |
|
|
873 |
|
|
|
870 |
|
|
|
872 |
|
|
|
0.3 |
% |
Complete Paper Inc. - Term Loan |
|
Materials |
|
SOFR + 5.00% (0.75% floor) |
|
9.30% |
|
2/4/2031 |
|
|
20,000 |
|
|
|
19,710 |
|
|
|
19,700 |
|
|
|
7.2 |
% |
CRA Funding 1, LLC - Term Loan |
|
Financial Services |
|
SOFR + 4.75% (2.00% floor) |
|
9.07% |
|
3/16/2029 |
|
|
26,952 |
|
|
|
26,684 |
|
|
|
26,683 |
|
|
|
9.8 |
% |
CrossLink Professional Tax Solutions, LLC - Revolving Credit Line (4) |
|
Software & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.82% |
|
6/30/2028 |
|
|
- |
|
|
|
(15 |
) |
|
|
(12 |
) |
|
|
0.0 |
% |
CrossLink Professional Tax Solutions, LLC - Term Loan |
|
Software & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.82% |
|
6/30/2028 |
|
|
10,808 |
|
|
|
10,689 |
|
|
|
10,711 |
|
|
|
3.9 |
% |
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
March 31, 2025
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Maturity Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Debt Investments (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D4C Dental Brands, Inc. - Revolving Credit Line (4) |
|
Health Care Equipment & Services |
|
SOFR + 4.50% (3.00% floor) |
|
8.82% |
|
11/27/2029 |
|
$ |
- |
|
|
$ |
(18 |
) |
|
$ |
(10 |
) |
|
|
0.0 |
% |
D4C Dental Brands, Inc. - Term Loan |
|
Health Care Equipment & Services |
|
SOFR + 4.50% (3.00% floor) |
|
8.82% |
|
11/27/2029 |
|
|
19,780 |
|
|
|
19,595 |
|
|
|
19,681 |
|
|
|
7.2 |
% |
Diesco Industries Ltd. - Term Loan (1)(6) |
|
Food, Beverage & Tobacco |
|
SOFR + 6.00% (1.00% floor) |
|
10.33% |
|
12/31/2029 |
|
|
25,397 |
|
|
|
25,041 |
|
|
|
25,169 |
|
|
|
9.2 |
% |
Discovery SL Management, LLC - Delayed Draw Term Loan A (14) |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.81% |
|
3/18/2030 |
|
|
357 |
|
|
|
356 |
|
|
|
356 |
|
|
|
0.1 |
% |
Discovery SL Management, LLC - Delayed Draw Term Loan B (4) |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.81% |
|
3/18/2030 |
|
|
150 |
|
|
|
142 |
|
|
|
142 |
|
|
|
0.1 |
% |
Discovery SL Management, LLC - Revolving Credit Line (4) |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.81% |
|
3/18/2030 |
|
|
- |
|
|
|
(3 |
) |
|
|
(1 |
) |
|
|
0.0 |
% |
Discovery SL Management, LLC - Term Loan (14) |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.81% |
|
3/18/2030 |
|
|
2,137 |
|
|
|
2,116 |
|
|
|
2,126 |
|
|
|
0.8 |
% |
DMA Holding Company - Revolving Credit Line (4) |
|
Software & Services |
|
SOFR + 7.00% (1.00% floor) |
|
11.42% |
|
7/19/2028 |
|
|
33 |
|
|
|
31 |
|
|
|
28 |
|
|
|
0.0 |
% |
DMA Holding Company - Term Loan |
|
Software & Services |
|
SOFR + 7.00% (1.00% floor) |
|
11.42% |
|
7/19/2028 |
|
|
1,049 |
|
|
|
1,030 |
|
|
|
1,005 |
|
|
|
0.4 |
% |
Drive Assurance Corporation - Delayed Draw Term Loan (1)(4) |
|
Insurance |
|
SOFR + 7.00% (2.00% floor) |
|
11.32% |
|
7/10/2030 |
|
|
- |
|
|
|
(1 |
) |
|
|
- |
|
|
|
0.0 |
% |
Drive Assurance Corporation - Term Loan (1)(14) |
|
Insurance |
|
SOFR + 7.00% (2.00% floor) |
|
11.32% |
|
7/10/2030 |
|
|
4,593 |
|
|
|
4,553 |
|
|
|
4,593 |
|
|
|
1.7 |
% |
Ensemble Music Schools LLC - Delayed Draw Term Loan A (4) |
|
Consumer Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.83% |
|
3/28/2030 |
|
|
- |
|
|
|
(28 |
) |
|
|
(57 |
) |
|
|
0.0 |
% |
Ensemble Music Schools LLC - Delayed Draw Term Loan B (4) |
|
Consumer Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.83% |
|
3/28/2030 |
|
|
- |
|
|
|
(32 |
) |
|
|
(63 |
) |
|
|
0.0 |
% |
Ensemble Music Schools LLC - Revolving Credit Line (4) |
|
Consumer Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.83% |
|
3/28/2030 |
|
|
- |
|
|
|
(21 |
) |
|
|
(21 |
) |
|
|
0.0 |
% |
Ensemble Music Schools LLC - Term Loan |
|
Consumer Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.83% |
|
3/28/2030 |
|
|
9,135 |
|
|
|
8,998 |
|
|
|
8,998 |
|
|
|
3.3 |
% |
Firebirds Buyer, LLC - Delayed Draw Term Loan (7) |
|
Consumer Services |
|
SOFR + 6.25% (2.00% floor) |
|
10.67% |
|
3/22/2028 |
|
|
38 |
|
|
|
37 |
|
|
|
38 |
|
|
|
0.0 |
% |
Firebirds Buyer, LLC - Revolving Credit Line (4)(7) |
|
Consumer Services |
|
SOFR + 6.25% (2.00% floor) |
|
10.67% |
|
3/22/2028 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
0.0 |
% |
Firebirds Buyer, LLC - Term Loan (7)(14) |
|
Consumer Services |
|
SOFR + 6.25% (2.00% floor) |
|
10.67% |
|
3/22/2028 |
|
|
615 |
|
|
|
611 |
|
|
|
615 |
|
|
|
0.2 |
% |
FloWorks International, LLC - Delayed Draw Term Loan (4) |
|
Capital Goods |
|
SOFR + 4.75% (0.75% floor) |
|
9.07% |
|
11/26/2031 |
|
|
- |
|
|
|
(11 |
) |
|
|
(14 |
) |
|
|
0.0 |
% |
FloWorks International, LLC - Term Loan |
|
Capital Goods |
|
SOFR + 4.75% (0.75% floor) |
|
9.07% |
|
11/26/2031 |
|
|
19,273 |
|
|
|
19,089 |
|
|
|
19,157 |
|
|
|
7.0 |
% |
HAH Group Holding Company, LLC - Term Loan |
|
Health Care Equipment & Services |
|
SOFR + 5.00% |
|
9.32% |
|
9/24/2031 |
|
|
9,975 |
|
|
|
9,836 |
|
|
|
9,501 |
|
|
|
3.5 |
% |
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
March 31, 2025
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Maturity Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Debt Investments (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Handgards, LLC - Term Loan |
|
Consumer Discretionary Distribution & Retail |
|
SOFR + 5.00% (1.00% floor) |
|
9.30% |
|
4/10/2031 |
|
$ |
21,682 |
|
|
$ |
21,578 |
|
|
$ |
21,574 |
|
|
|
7.9 |
% |
Hasa Acquisition, LLC - Delayed Draw Term Loan (4)(7) |
|
Capital Goods |
|
SOFR + 4.50% (1.00% floor) |
|
8.81% |
|
1/10/2029 |
|
|
- |
|
|
|
(3 |
) |
|
|
(1 |
) |
|
|
0.0 |
% |
Hasa Acquisition, LLC - Revolving Credit Line (4)(7) |
|
Capital Goods |
|
SOFR + 4.50% (1.00% floor) |
|
8.81% |
|
1/10/2029 |
|
|
50 |
|
|
|
47 |
|
|
|
49 |
|
|
|
0.0 |
% |
Hasa Acquisition, LLC - Term Loan (7)(14) |
|
Capital Goods |
|
SOFR + 4.50% (1.00% floor) |
|
8.81% |
|
1/10/2029 |
|
|
1,397 |
|
|
|
1,372 |
|
|
|
1,385 |
|
|
|
0.5 |
% |
Hometown Food Company - Term Loan |
|
Consumer Staples Distribution & Retail |
|
SOFR + 4.50% (1.00% floor) |
|
8.92% |
|
8/16/2029 |
|
|
14,318 |
|
|
|
14,222 |
|
|
|
14,289 |
|
|
|
5.2 |
% |
Hornblower Sub LLC - Revolving Credit Line |
|
Transportation |
|
SOFR + 5.50% (1.00% floor) |
|
9.81% |
|
7/3/2029 |
|
|
453 |
|
|
|
449 |
|
|
|
453 |
|
|
|
0.2 |
% |
Hornblower Sub LLC - Term Loan (14) |
|
Transportation |
|
SOFR + 5.50% (1.00% floor) |
|
9.81% |
|
7/3/2029 |
|
|
2,877 |
|
|
|
2,852 |
|
|
|
2,877 |
|
|
|
1.1 |
% |
Integrity Marketing Acquisition, LLC - Delayed Draw Term Loan (4) |
|
Financial Services |
|
SOFR + 5.00% (0.75% floor) |
|
9.31% |
|
8/25/2028 |
|
|
- |
|
|
|
(2 |
) |
|
|
- |
|
|
|
0.0 |
% |
Integrity Marketing Acquisition, LLC - Revolving Credit Line (4) |
|
Financial Services |
|
SOFR + 5.00% (0.75% floor) |
|
9.31% |
|
8/25/2028 |
|
|
- |
|
|
|
(1 |
) |
|
|
- |
|
|
|
0.0 |
% |
Integrity Marketing Acquisition, LLC - Term Loan |
|
Financial Services |
|
SOFR + 5.00% (0.75% floor) |
|
9.31% |
|
8/25/2028 |
|
|
17,047 |
|
|
|
17,030 |
|
|
|
17,047 |
|
|
|
6.3 |
% |
KCK Ltd - Revolving Credit Line (1)(6) |
|
Financial Services |
|
SOFR + 5.40% |
|
9.85% |
|
9/27/2027 |
|
|
9,403 |
|
|
|
9,364 |
|
|
|
9,402 |
|
|
|
3.5 |
% |
KCK Ltd - Term Loan (1)(6)(15) |
|
Financial Services |
|
SOFR + 5.40% |
|
9.85% |
|
9/27/2027 |
|
|
11,753 |
|
|
|
11,708 |
|
|
|
11,753 |
|
|
|
4.3 |
% |
Kemper Sports Management, LLC - Delayed Draw Term Loan (7)(14) |
|
Consumer Services |
|
SOFR + 5.00% (1.00% floor) |
|
9.42% |
|
10/11/2029 |
|
|
440 |
|
|
|
437 |
|
|
|
440 |
|
|
|
0.2 |
% |
Kemper Sports Management, LLC - Revolving Credit Line (4)(7) |
|
Consumer Services |
|
SOFR + 5.00% (1.00% floor) |
|
9.42% |
|
10/11/2029 |
|
|
- |
|
|
|
(1 |
) |
|
|
- |
|
|
|
0.0 |
% |
Kemper Sports Management, LLC - Term Loan (7)(14) |
|
Consumer Services |
|
SOFR + 5.00% (1.00% floor) |
|
9.42% |
|
10/11/2029 |
|
|
1,813 |
|
|
|
1,802 |
|
|
|
1,813 |
|
|
|
0.7 |
% |
M2S Group Intermediate Holdings Inc - Term Loan (14) |
|
Materials |
|
SOFR + 4.75% (0.50% floor) |
|
9.05% |
|
8/25/2031 |
|
|
10,591 |
|
|
|
9,894 |
|
|
|
10,277 |
|
|
|
3.8 |
% |
Military Retail Solutions, LLC - Delayed Draw Term Loan (4)(7) |
|
Consumer Staples Distribution & Retail |
|
SOFR + 5.25% (1.00% floor) |
|
9.57% |
|
6/28/2029 |
|
|
- |
|
|
|
(13 |
) |
|
|
(6 |
) |
|
|
0.0 |
% |
Military Retail Solutions, LLC - Revolving Credit Line (4)(7) |
|
Consumer Staples Distribution & Retail |
|
SOFR + 5.25% (1.00% floor) |
|
9.57% |
|
6/28/2029 |
|
|
202 |
|
|
|
189 |
|
|
|
199 |
|
|
|
0.1 |
% |
Military Retail Solutions, LLC - Term Loan (7)(15) |
|
Consumer Staples Distribution & Retail |
|
SOFR + 5.25% (1.00% floor) |
|
9.57% |
|
6/28/2029 |
|
|
13,080 |
|
|
|
12,852 |
|
|
|
13,028 |
|
|
|
4.8 |
% |
National Debt Relief, LLC - Delayed Draw Term Loan (7)(14) |
|
Financial Services |
|
SOFR + 6.50% (2.50% floor) |
|
10.94% |
|
2/7/2028 |
|
|
598 |
|
|
|
595 |
|
|
|
598 |
|
|
|
0.2 |
% |
National Debt Relief, LLC - Revolving Credit Line (7) |
|
Financial Services |
|
SOFR + 6.50% (2.50% floor) |
|
10.94% |
|
2/7/2028 |
|
|
120 |
|
|
|
119 |
|
|
|
120 |
|
|
|
0.0 |
% |
National Debt Relief, LLC - Term Loan (7)(14) |
|
Financial Services |
|
SOFR + 6.50% (2.50% floor) |
|
10.94% |
|
2/7/2028 |
|
|
718 |
|
|
|
714 |
|
|
|
718 |
|
|
|
0.3 |
% |
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
March 31, 2025
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Maturity Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Debt Investments (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuclear Care Partners Holdings, Inc. - Revolving Credit Line (4) |
|
Health Care Equipment & Services |
|
SOFR + 4.75% (1.00% floor) |
|
9.07% |
|
10/1/2030 |
|
$ |
- |
|
|
$ |
(22 |
) |
|
$ |
(16 |
) |
|
|
0.0 |
% |
Nuclear Care Partners Holdings, Inc. - Term Loan |
|
Health Care Equipment & Services |
|
SOFR + 4.75% (1.00% floor) |
|
9.07% |
|
10/1/2030 |
|
|
7,438 |
|
|
|
7,335 |
|
|
|
7,364 |
|
|
|
2.7 |
% |
Obra CICS Finance, LLC - Term Loan (1) |
|
Insurance |
|
SOFR + 4.25% (3.00% floor) |
|
8.57% |
|
12/31/2030 |
|
|
23,571 |
|
|
|
23,485 |
|
|
|
23,570 |
|
|
|
8.7 |
% |
OL Texas Restaurants, LLC - Delayed Draw Term Loan (4)(7) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.32% |
|
8/29/2029 |
|
|
- |
|
|
|
(2 |
) |
|
|
- |
|
|
|
0.0 |
% |
OL Texas Restaurants, LLC - Revolving Credit Line (4)(7) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.32% |
|
8/29/2029 |
|
|
- |
|
|
|
(1 |
) |
|
|
- |
|
|
|
0.0 |
% |
OL Texas Restaurants, LLC - Term Loan (14) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.32% |
|
8/29/2029 |
|
|
1,435 |
|
|
|
1,429 |
|
|
|
1,435 |
|
|
|
0.5 |
% |
OmniMax International, LLC - Delayed Draw Term Loan |
|
Capital Goods |
|
SOFR + 5.75% (1.00% floor) |
|
10.06% |
|
12/6/2030 |
|
|
5,116 |
|
|
|
5,015 |
|
|
|
5,045 |
|
|
|
1.9 |
% |
OmniMax International, LLC - Term Loan |
|
Capital Goods |
|
SOFR + 5.75% (1.00% floor) |
|
10.03% |
|
12/6/2030 |
|
|
16,566 |
|
|
|
16,251 |
|
|
|
16,334 |
|
|
|
6.0 |
% |
OpCo Borrower, LLC - Term Loan (14) |
|
Health Care Equipment & Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.05% |
|
4/26/2029 |
|
|
7,141 |
|
|
|
7,021 |
|
|
|
7,141 |
|
|
|
2.6 |
% |
Pansophic Learning US, LLC - Delayed Draw Term Loan (4) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.08% |
|
5/15/2029 |
|
|
990 |
|
|
|
966 |
|
|
|
979 |
|
|
|
0.4 |
% |
Pansophic Learning US, LLC - Revolving Credit Line |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.07% |
|
5/15/2029 |
|
|
997 |
|
|
|
979 |
|
|
|
990 |
|
|
|
0.4 |
% |
Pansophic Learning US, LLC - Term Loan (14) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.07% |
|
5/15/2029 |
|
|
11,906 |
|
|
|
11,676 |
|
|
|
11,822 |
|
|
|
4.3 |
% |
PDDS Holdco, Inc. - Delayed Draw Term Loan (4) |
|
Software & Services |
|
SOFR + 7.50% (0.75% floor) |
|
11.95% |
|
7/18/2028 |
|
|
33 |
|
|
|
33 |
|
|
|
33 |
|
|
|
0.0 |
% |
PDDS Holdco, Inc. - Term Loan |
|
Software & Services |
|
SOFR + 7.50% (0.75% floor) |
|
11.95% |
|
7/18/2028 |
|
|
229 |
|
|
|
225 |
|
|
|
225 |
|
|
|
0.1 |
% |
Pediatric Home Respiratory Services, LLC - Delayed Draw Term Loan (4) |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (0.75% floor) |
|
9.78% |
|
12/23/2030 |
|
|
- |
|
|
|
(5 |
) |
|
|
- |
|
|
|
0.0 |
% |
Pediatric Home Respiratory Services, LLC - Revolving Credit Line (4) |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (0.75% floor) |
|
9.78% |
|
12/23/2030 |
|
|
170 |
|
|
|
165 |
|
|
|
170 |
|
|
|
0.1 |
% |
Pediatric Home Respiratory Services, LLC - Term Loan |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (0.75% floor) |
|
9.78% |
|
12/23/2030 |
|
|
9,794 |
|
|
|
9,750 |
|
|
|
9,794 |
|
|
|
3.6 |
% |
Periscope Cybermaxx Buyer, Inc - Delayed Draw Term Loan (4) |
|
Software & Services |
|
SOFR + 5.25% (1.00% floor) |
|
9.57% |
|
11/5/2029 |
|
|
80 |
|
|
|
66 |
|
|
|
58 |
|
|
|
0.0 |
% |
Periscope Cybermaxx Buyer, Inc - Revolving Credit Line (4) |
|
Software & Services |
|
SOFR + 5.25% (1.00% floor) |
|
9.57% |
|
11/5/2029 |
|
|
- |
|
|
|
(9 |
) |
|
|
(8 |
) |
|
|
0.0 |
% |
Periscope Cybermaxx Buyer, Inc - Term Loan |
|
Software & Services |
|
SOFR + 5.25% (1.00% floor) |
|
9.57% |
|
11/5/2029 |
|
|
7,565 |
|
|
|
7,462 |
|
|
|
7,482 |
|
|
|
2.7 |
% |
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
March 31, 2025
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Maturity Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Debt Investments (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Petvet Care Centers, LLC - Delayed Draw Term Loan (4) |
|
Health Care Equipment & Services |
|
SOFR + 6.00% (0.75% floor) |
|
10.32% |
|
11/15/2030 |
|
$ |
- |
|
|
$ |
(13 |
) |
|
$ |
(25 |
) |
|
|
0.0 |
% |
Petvet Care Centers, LLC - Revolving Credit Line (4) |
|
Health Care Equipment & Services |
|
SOFR + 6.00% (0.75% floor) |
|
10.32% |
|
11/15/2030 |
|
|
- |
|
|
|
(29 |
) |
|
|
(25 |
) |
|
|
0.0 |
% |
Petvet Care Centers, LLC - Term Loan |
|
Health Care Equipment & Services |
|
SOFR + 6.00% (0.75% floor) |
|
10.32% |
|
11/15/2030 |
|
|
13,390 |
|
|
|
13,168 |
|
|
|
13,202 |
|
|
|
4.8 |
% |
Priority Holdings, LLC - Term Loan (14) |
|
Financial Services |
|
SOFR + 4.75% (0.50% floor) |
|
9.07% |
|
5/16/2031 |
|
|
8,294 |
|
|
|
8,282 |
|
|
|
8,294 |
|
|
|
3.0 |
% |
Project Pathfinder Borrower, LLC - Revolving Credit Line (4) |
|
Software & Services |
|
SOFR + 5.00% (1.00% floor) |
|
9.29% |
|
1/22/2032 |
|
|
- |
|
|
|
(19 |
) |
|
|
(20 |
) |
|
|
0.0 |
% |
Project Pathfinder Borrower, LLC - Term Loan |
|
Software & Services |
|
SOFR + 5.00% (1.00% floor) |
|
9.29% |
|
1/22/2032 |
|
|
20,086 |
|
|
|
19,893 |
|
|
|
19,885 |
|
|
|
7.3 |
% |
Rails International, LLC - Revolving Credit Line (4) |
|
Consumer Discretionary Distribution & Retail |
|
SOFR + 6.25% (2.00% floor) |
|
10.57% |
|
12/20/2029 |
|
|
703 |
|
|
|
658 |
|
|
|
661 |
|
|
|
0.2 |
% |
Rails International, LLC - Term Loan |
|
Consumer Discretionary Distribution & Retail |
|
SOFR + 6.25% (2.00% floor) |
|
10.57% |
|
12/20/2029 |
|
|
13,039 |
|
|
|
12,794 |
|
|
|
12,804 |
|
|
|
4.7 |
% |
Restaurant Holding Company, LLC - Term Loan (6)(7)(14) |
|
Consumer Services |
|
SOFR + 6.25% (1.00% floor) |
|
10.69% |
|
2/25/2028 |
|
|
2,019 |
|
|
|
2,013 |
|
|
|
2,019 |
|
|
|
0.7 |
% |
Rialto Management Group, LLC - Revolving Credit Line (4) |
|
Financial Services |
|
SOFR + 5.00% (0.75% floor) |
|
9.32% |
|
12/5/2030 |
|
|
- |
|
|
|
(6 |
) |
|
|
(2 |
) |
|
|
0.0 |
% |
Rialto Management Group, LLC - Term Loan |
|
Financial Services |
|
SOFR + 5.00% (0.75% floor) |
|
9.32% |
|
12/5/2030 |
|
|
18,907 |
|
|
|
18,730 |
|
|
|
18,850 |
|
|
|
6.9 |
% |
Salt US Holdco, LLC - Delayed Draw Term Loan (4) |
|
Transportation |
|
SOFR + 5.73% (1.00% floor) |
|
10.05% |
|
7/31/2029 |
|
|
131 |
|
|
|
129 |
|
|
|
129 |
|
|
|
0.0 |
% |
Salt US Holdco, LLC - Term Loan (14) |
|
Transportation |
|
SOFR + 5.73% (1.00% floor) |
|
10.03% |
|
7/31/2029 |
|
|
1,994 |
|
|
|
1,976 |
|
|
|
1,990 |
|
|
|
0.7 |
% |
Seatex Merger Sub, LLC - Delayed Draw Term Loan (4) |
|
Materials |
|
SOFR + 5.75% (1.00% floor) |
|
10.04% |
|
10/22/2029 |
|
|
- |
|
|
|
(20 |
) |
|
|
(17 |
) |
|
|
0.0 |
% |
Seatex Merger Sub, LLC - Revolving Credit Line (4) |
|
Materials |
|
SOFR + 5.75% (1.00% floor) |
|
10.04% |
|
10/22/2029 |
|
|
143 |
|
|
|
123 |
|
|
|
134 |
|
|
|
0.0 |
% |
Seatex Merger Sub, LLC - Term Loan |
|
Materials |
|
SOFR + 5.75% (1.00% floor) |
|
10.04% |
|
10/22/2029 |
|
|
7,825 |
|
|
|
7,716 |
|
|
|
7,778 |
|
|
|
2.9 |
% |
Select Rehabilitation, LLC - Term Loan (14)(18) |
|
Health Care Equipment & Services |
|
SOFR + 8.50% (1.00% floor) |
|
12.92% |
|
10/19/2027 |
|
|
1,913 |
|
|
|
1,851 |
|
|
|
1,408 |
|
|
|
0.5 |
% |
Senior Support Holdings (Franchise) Acquisition, Inc. - Delayed Draw Loan (4) |
|
Health Care Equipment & Services |
|
SOFR + 5.25% (1.00% floor) |
|
9.55% |
|
3/20/2030 |
|
|
- |
|
|
|
(13 |
) |
|
|
- |
|
|
|
0.0 |
% |
Senior Support Holdings (Franchise) Acquisition, Inc. - Term Loan (14) |
|
Health Care Equipment & Services |
|
SOFR + 5.25% (1.00% floor) |
|
9.55% |
|
3/20/2030 |
|
|
3,510 |
|
|
|
3,451 |
|
|
|
3,510 |
|
|
|
1.3 |
% |
Solidcore Topco, LLC - Delayed Draw Term Loan (4) |
|
Consumer Services |
|
SOFR + 5.75% (1.50% floor) |
|
10.05% |
|
11/4/2030 |
|
|
- |
|
|
|
(30 |
) |
|
|
- |
|
|
|
0.0 |
% |
Solidcore Topco, LLC - Revolving Credit Line (4) |
|
Consumer Services |
|
SOFR + 5.75% (1.50% floor) |
|
10.05% |
|
11/4/2030 |
|
|
- |
|
|
|
(30 |
) |
|
|
- |
|
|
|
0.0 |
% |
Solidcore Topco, LLC - Term Loan |
|
Consumer Services |
|
SOFR + 5.75% (1.50% floor) |
|
10.05% |
|
11/4/2030 |
|
|
16,219 |
|
|
|
15,916 |
|
|
|
16,219 |
|
|
|
6.0 |
% |
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
March 31, 2025
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Maturity Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Debt Investments (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spartan CP, LLC - Delayed Draw Term Loan (4) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.07% |
|
6/28/2029 |
|
$ |
1,417 |
|
|
$ |
1,393 |
|
|
$ |
1,417 |
|
|
|
0.5 |
% |
Spartan CP, LLC - Revolving Credit Line (4) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.07% |
|
6/28/2029 |
|
|
- |
|
|
|
(10 |
) |
|
|
- |
|
|
|
0.0 |
% |
Spartan CP, LLC - Term Loan (14) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.07% |
|
6/28/2029 |
|
|
4,520 |
|
|
|
4,441 |
|
|
|
4,520 |
|
|
|
1.7 |
% |
Sportime Clubs, LLC - Delayed Draw Term Loan A (4) |
|
Consumer Services |
|
SOFR + 6.50% (1.00% floor) |
|
10.82% |
|
10/17/2029 |
|
|
- |
|
|
|
(66 |
) |
|
|
(43 |
) |
|
|
0.0 |
% |
Sportime Clubs, LLC - Delayed Draw Term Loan B (4) |
|
Consumer Services |
|
FIXED 18.00% |
|
18.00% |
|
10/17/2029 |
|
|
121 |
|
|
|
122 |
|
|
|
81 |
|
|
|
0.0 |
% |
Sportime Clubs, LLC - Revolving Credit Line (4) |
|
Consumer Services |
|
SOFR + 6.50% (1.00% floor) |
|
10.82% |
|
10/17/2029 |
|
|
- |
|
|
|
(5 |
) |
|
|
(4 |
) |
|
|
0.0 |
% |
Sportime Clubs, LLC - Term Loan A |
|
Consumer Services |
|
SOFR + 6.50% (1.00% floor) |
|
10.82% |
|
10/17/2029 |
|
|
6,776 |
|
|
|
6,652 |
|
|
|
6,695 |
|
|
|
2.5 |
% |
Sportime Clubs, LLC - Term Loan B |
|
Consumer Services |
|
FIXED 18.00% |
|
18.00% |
|
10/17/2029 |
|
|
1,443 |
|
|
|
1,403 |
|
|
|
1,411 |
|
|
|
0.5 |
% |
Total Fleet Buyer, LLC - Revolving Credit Line (4) |
|
Capital Goods |
|
SOFR + 4.50% (1.00% floor) |
|
8.95% |
|
7/15/2030 |
|
|
- |
|
|
|
(18 |
) |
|
|
- |
|
|
|
0.0 |
% |
Total Fleet Buyer, LLC - Term Loan (14) |
|
Capital Goods |
|
SOFR + 4.50% (1.00% floor) |
|
8.95% |
|
7/15/2030 |
|
|
5,648 |
|
|
|
5,558 |
|
|
|
5,648 |
|
|
|
2.1 |
% |
U.S. Anesthesia Partners, Inc. - Term Loan |
|
Health Care Equipment & Services |
|
SOFR + 7.50% (0.50% floor) |
|
11.94% |
|
10/1/2029 |
|
|
7,426 |
|
|
|
6,536 |
|
|
|
6,654 |
|
|
|
2.4 |
% |
Univista Intermediate Holdco LLC - Term Loan A |
|
Insurance |
|
SOFR + 3.85% (1.50% floor) |
|
8.17% |
|
1/10/2031 |
|
|
4,795 |
|
|
|
4,762 |
|
|
|
4,714 |
|
|
|
1.7 |
% |
Univista Intermediate Holdco LLC - Term Loan B |
|
Insurance |
|
SOFR + 5.25% (1.50% floor) |
|
9.57% |
|
1/10/2031 |
|
|
7,837 |
|
|
|
7,747 |
|
|
|
7,665 |
|
|
|
2.8 |
% |
WildBrain Ltd. - Revolving Credit Line (1)(4)(6) |
|
Media & Entertainment |
|
SOFR + 6.00% (1.00% floor) |
|
10.29% |
|
7/23/2029 |
|
|
95 |
|
|
|
62 |
|
|
|
95 |
|
|
|
0.0 |
% |
WildBrain Ltd. - Term Loan (1)(6)(14) |
|
Media & Entertainment |
|
SOFR + 6.00% (1.00% floor) |
|
10.29% |
|
7/23/2029 |
|
|
17,537 |
|
|
|
17,224 |
|
|
|
17,537 |
|
|
|
6.4 |
% |
XDimensional Technologies, Inc. - Delayed Draw Term Loan (7) |
|
Software & Services |
|
SOFR + 5.00% (2.00% floor) + 3.00% PIK |
|
12.42% |
|
12/24/2025 |
|
|
12 |
|
|
|
12 |
|
|
|
12 |
|
|
|
0.0 |
% |
XDimensional Technologies, Inc. - Revolving Credit Line (4)(7) |
|
Software & Services |
|
SOFR + 5.00% (2.00% floor) + 3.00% PIK |
|
12.42% |
|
12/24/2025 |
|
|
- |
|
|
|
- |
|
|
|
(2 |
) |
|
|
0.0 |
% |
XDimensional Technologies, Inc. - Term Loan (7) |
|
Software & Services |
|
SOFR + 5.00% (2.00% floor) + 3.00% PIK |
|
12.42% |
|
12/24/2025 |
|
|
887 |
|
|
|
881 |
|
|
|
857 |
|
|
|
0.3 |
% |
Total First Lien Senior Secured |
|
|
|
|
|
|
|
|
|
|
538,603 |
|
|
|
530,310 |
|
|
|
532,731 |
|
|
|
195.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Lien Senior Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GRAM ABF Vision Holdings, L.P. - Promissory Note |
|
Insurance |
|
FIXED 15.00% |
|
15.00% |
|
1/10/2031 |
|
|
646 |
|
|
|
627 |
|
|
|
560 |
|
|
|
0.2 |
% |
Mitchell International, Inc. - Term Loan |
|
Software & Services |
|
SOFR + 5.25% (0.50% floor) |
|
9.57% |
|
6/17/2032 |
|
|
10,080 |
|
|
|
9,893 |
|
|
|
9,841 |
|
|
|
3.6 |
% |
Total Second Lien Senior Secured |
|
|
|
|
|
|
|
|
|
|
10,726 |
|
|
|
10,520 |
|
|
|
10,401 |
|
|
|
3.8 |
% |
Total Debt Investments |
|
|
|
|
|
|
|
|
|
$ |
549,329 |
|
|
$ |
540,830 |
|
|
$ |
543,132 |
|
|
|
199.4 |
% |
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
March 31, 2025
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Acquisition Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Armanio Advisory LLC - Class A Units (8)(10) |
|
Commercial & Professional Services |
|
NA |
|
|
|
10/18/2024 |
|
|
384 |
|
|
$ |
385 |
|
|
$ |
402 |
|
|
|
0.1 |
% |
CyberMaxx Holdings, LLC - Class A Common Units (11) |
|
Software & Services |
|
NA |
|
|
|
11/4/2024 |
|
|
90,374 |
|
|
|
- |
|
|
|
22 |
|
|
|
0.0 |
% |
CyberMaxx (Class A-1 Preferred Units) |
|
Software & Services |
|
NA |
|
8.00% |
|
11/4/2024 |
|
|
344 |
|
|
|
355 |
|
|
|
355 |
|
|
|
0.1 |
% |
iCreditWorks Inc. - Series D Preferred Stock |
|
Financial Services |
|
NA |
|
17.50% |
|
12/27/2024 |
|
|
28,542 |
|
|
|
4,998 |
|
|
|
4,905 |
|
|
|
1.8 |
% |
Senior Support Holdings, LP - Class A-1 Units (8)(12) |
|
Health Care Equipment & Services |
|
NA |
|
|
|
3/20/2024 |
|
|
338 |
|
|
|
338 |
|
|
|
380 |
|
|
|
0.1 |
% |
Senior Support Holdings, LP - Class B Units (8)(12) |
|
Health Care Equipment & Services |
|
NA |
|
|
|
3/20/2024 |
|
|
338 |
|
|
|
- |
|
|
|
67 |
|
|
|
0.0 |
% |
Total Private Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,076 |
|
|
|
6,131 |
|
|
|
2.1 |
% |
Total Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,076 |
|
|
$ |
6,131 |
|
|
|
2.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants (13) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GRAM ABF Vision Holdings, L.P. |
|
Insurance |
|
NA |
|
|
|
1/10/2025 |
|
|
47 |
|
|
$ |
- |
|
|
$ |
72 |
|
|
|
0.0 |
% |
iCreditWorks Inc. |
|
Financial Services |
|
NA |
|
|
|
12/27/2024 |
|
|
11,372 |
|
|
|
- |
|
|
|
- |
|
|
|
0.0 |
% |
Total Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
72 |
|
|
|
0.0 |
% |
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
546,906 |
|
|
$ |
549,335 |
|
|
|
201.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First American Government Obligations Fund - X Class (16) |
|
Cash Equivalents |
|
NA |
|
5.05% |
|
|
|
|
19,627 |
|
|
|
19,627 |
|
|
|
19,627 |
|
|
|
7.2 |
% |
Cash Equivalents Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
19,627 |
|
|
|
19,627 |
|
|
|
7.2 |
% |
Investments and Cash Equivalents Total |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
566,533 |
|
|
$ |
568,962 |
|
|
|
208.7 |
% |
Other Assets in Excess of Liabilities (17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(296,482 |
) |
|
|
(108.7 |
)% |
Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
272,480 |
|
|
|
100.0 |
% |
(1)The investment is not a qualifying asset, under Section 55(a) of the Investment Company Act of 1940. 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 March 31, 2025, 15.88% of the Fund's total assets are represented by investments at fair value that are considered non-qualifying assets.
(2)Percentages are based on net assets as of March 31, 2025.
(3)The fair value of investments with respect to securities for which market quotations are not readily available are valued using significant unobservable inputs (See Note 3 - Fair Value of Financial Instruments).
(4)For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until the commitments are called and funded. Please refer to Note 5 - Commitments and Contingencies for details of these unfunded commitments.
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
March 31, 2025
(Unaudited)
(5)The majority of the investments bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate ("SOFR") which resets monthly, quarterly, semiannually, or annually. For each, the Fund has provided the spread over the reference rate and the current interest rate in effect at the reporting date. As of March 31, 2025, the reference rates for the Fund's variable rate loans were the 1 month SOFR at 4.32%, the 3 month SOFR at 4.29%, and the 6 month SOFR at 4.19%. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.
(6)All investments domiciled in the United States unless otherwise noted.
(7)Positions that have a SOFR reference rate, from time to time have an additional spread adjustment. This spread adjustment ranges from 0.00% - 0.26% depending on the contractual arrangement. These spread adjustments have been included in the all-in rate shown.
(8)Investment is held by AMG Comvest Senior Lending Blocker MF SPV, LLC, a wholly-owned subsidiary of AMG Comvest Senior Lending Fund.
(9)The Fund updated certain descriptions of its portfolio companies presented in the consolidated financial statements as of March 31, 2025 to align with the legal issuer name, where applicable. These updates had no impact on the Consolidated Statements of Assets and Liabilities as of March 31, 2025.
(10)This security is restricted and not available for resale. On October 18, 2023, the Fund purchased Armanino Advisory LLC – Delayed Draw Term Loan, Armanino Advisory LLC – Revolving Credit Line and Armanino Advisory LLC – Term Loan. These investments are offered by the same issuer as the Private Companies and are not restricted to resale.
(11)This security is restricted and not available for resale. On November 4, 2024, the Fund purchased Periscope Cybermaxx Buyer, Inc – Delayed Draw Term Loan, Periscope Cybermaxx Buyer, Inc – Revolving Credit Line and Periscope Cybermaxx Buyer, Inc –Term Loan. These investments are offered by the same issuer as the Private Companies and are not restricted to resale.
(12)This security is restricted and not available for resale. On March 20, 2024, the Fund purchased Senior Support Holdings (Franchise) Acquisition, Inc. - Delayed Draw Loan and Senior Support Holdings (Franchise) Acquisition, Inc. – Term Loan. These investments are offered by the same issuer as the Private Companies and are not restricted to resale.
(13)This security is restricted and not available for resale.
(14)Investment held in AMG Comvest Senior Lending Fund LLI SPV, LLC as collateral for the Secured Loan Facility. Please refer to Note 6.
(15)Investment subject to the Participation Agreement and acts as collateral for the Secured Borrowing. Please refer to Note 6.
(16)A copy of the security's annual report to shareholders may be obtained without charge on the SEC's website (http://www.sec.gov).
(17)Included in the total is an amount of $3,865 held for collateral to meet requirements associated with the Secured Loan Facility. Please refer to Note 6.
(18)Investment is on non-accrual status.
PIK - Payment-in-kind
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
March 31, 2025
(Unaudited)
The following table shows the portfolio composition by industry grouping based on fair value at March 31, 2025.
|
|
|
|
|
|
|
|
|
Industry(1) |
|
Investments and Cash Equivalents at Fair Value |
|
|
Percentage of Fair Value |
|
Financial Services |
|
$ |
98,368 |
|
|
|
17.3 |
% |
Health Care Equipment & Services |
|
|
84,579 |
|
|
|
14.9 |
% |
Consumer Services |
|
|
59,304 |
|
|
|
10.4 |
% |
Software & Services |
|
|
51,492 |
|
|
|
9.1 |
% |
Capital Goods |
|
|
47,603 |
|
|
|
8.4 |
% |
Insurance |
|
|
41,174 |
|
|
|
7.2 |
% |
Materials |
|
|
37,872 |
|
|
|
6.7 |
% |
Consumer Discretionary Distribution & Retail |
|
|
35,039 |
|
|
|
6.2 |
% |
Consumer Staples Distribution & Retail |
|
|
27,510 |
|
|
|
4.8 |
% |
Food, Beverage & Tobacco |
|
|
25,169 |
|
|
|
4.4 |
% |
Cash Equivalents |
|
|
19,627 |
|
|
|
3.3 |
% |
Media & Entertainment |
|
|
18,850 |
|
|
|
3.3 |
% |
Commercial & Professional Services |
|
|
14,662 |
|
|
|
2.6 |
% |
Transportation |
|
|
5,449 |
|
|
|
1.0 |
% |
Telecommunication Services |
|
|
1,775 |
|
|
|
0.3 |
% |
Technology Hardware & Equipment |
|
|
489 |
|
|
|
0.1 |
% |
|
|
$ |
568,962 |
|
|
|
100.0 |
% |
(1)The Fund reclassified certain industry groupings of its portfolio companies presented in the consolidated financial statements as of March 31, 2025, to align with Global Industry Classification Standards ("GICS"), where applicable. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of March 31, 2025.
The accompanying notes are an integral part of these consolidated financial statements.
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
(amounts in thousands, except per share data)
December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Maturity Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allbridge, LLC - Delayed Draw Term Loan (4) |
|
Telecommunication Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.08% |
|
6/5/2030 |
|
$ |
- |
|
|
$ |
(1 |
) |
|
$ |
- |
|
|
|
0.0 |
% |
Allbridge, LLC - Revolving Credit Line (4) |
|
Telecommunication Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.08% |
|
6/5/2030 |
|
|
- |
|
|
|
(2 |
) |
|
|
- |
|
|
|
0.0 |
% |
Allbridge, LLC - Term Loan (14) |
|
Telecommunication Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.08% |
|
6/5/2030 |
|
|
1,781 |
|
|
|
1,760 |
|
|
|
1,781 |
|
|
|
0.9 |
% |
Armanino Advisory LLC - Delayed Draw Term Loan (4) |
|
Commercial & Professional Services |
|
SOFR + 6.00% (1.00% floor) |
|
10.27% |
|
10/18/2029 |
|
|
- |
|
|
|
(28 |
) |
|
|
(58 |
) |
|
|
0.0 |
% |
Armanino Advisory LLC - Revolving Credit Line (4) |
|
Commercial & Professional Services |
|
SOFR + 6.00% (1.00% floor) |
|
10.27% |
|
10/18/2029 |
|
|
- |
|
|
|
(37 |
) |
|
|
(38 |
) |
|
|
0.0 |
% |
Armanino Advisory LLC - Term Loan |
|
Commercial & Professional Services |
|
SOFR + 6.00% (1.00% floor) |
|
10.27% |
|
10/18/2029 |
|
|
13,442 |
|
|
|
13,180 |
|
|
|
13,173 |
|
|
|
6.5 |
% |
Batteries Plus Holding Corporation - Revolving Credit Line (4)(7) |
|
Technology Hardware & Equipment |
|
SOFR + 6.75% (1.00% floor) |
|
11.21% |
|
6/27/2028 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
0.0 |
% |
Batteries Plus Holding Corporation - Term Loan (7)(14) |
|
Technology Hardware & Equipment |
|
SOFR + 6.75% (1.00% floor) |
|
11.21% |
|
6/27/2028 |
|
|
476 |
|
|
|
472 |
|
|
|
476 |
|
|
|
0.2 |
% |
BHP Management Holdings, LLC - Delayed Draw Term Loan (7)(14) |
|
Health Care Equipment & Services |
|
SOFR + 5.00% (1.00% floor) |
|
9.48% |
|
10/27/2028 |
|
|
727 |
|
|
|
723 |
|
|
|
727 |
|
|
|
0.4 |
% |
BHP Management Holdings, LLC - Term Loan (7)(14) |
|
Health Care Equipment & Services |
|
SOFR + 5.00% (1.00% floor) |
|
9.48% |
|
10/27/2028 |
|
|
1,259 |
|
|
|
1,252 |
|
|
|
1,259 |
|
|
|
0.6 |
% |
Billhighway, LLC - Delayed Draw Term Loan (4)(7) |
|
Software & Services |
|
SOFR + 6.75% (1.00% floor) |
|
11.21% |
|
2/8/2029 |
|
|
61 |
|
|
|
59 |
|
|
|
61 |
|
|
|
0.0 |
% |
Billhighway, LLC - Revolving Credit Line (4)(7) |
|
Software & Services |
|
SOFR + 6.75% (1.00% floor) |
|
11.21% |
|
2/8/2029 |
|
|
- |
|
|
|
(1 |
) |
|
|
- |
|
|
|
0.0 |
% |
Billhighway, LLC - Term Loan (7) |
|
Software & Services |
|
SOFR + 6.75% (1.00% floor) |
|
11.21% |
|
2/8/2029 |
|
|
960 |
|
|
|
948 |
|
|
|
960 |
|
|
|
0.5 |
% |
Cardiology Management Holdings, LLC - Delayed Draw Term Loan A (7)(14) |
|
Health Care Equipment & Services |
|
SOFR + 6.25% (1.00% floor) |
|
10.58% |
|
1/31/2029 |
|
|
490 |
|
|
|
481 |
|
|
|
487 |
|
|
|
0.2 |
% |
Cardiology Management Holdings, LLC - Delayed Draw Term Loan B (4)(7)(14) |
|
Health Care Equipment & Services |
|
SOFR + 6.25% (1.00% floor) |
|
10.58% |
|
1/31/2029 |
|
|
16 |
|
|
|
8 |
|
|
|
13 |
|
|
|
0.0 |
% |
Cardiology Management Holdings, LLC - Term Loan (7)(14) |
|
Health Care Equipment & Services |
|
SOFR + 6.25% (1.00% floor) |
|
10.58% |
|
1/31/2029 |
|
|
694 |
|
|
|
682 |
|
|
|
690 |
|
|
|
0.3 |
% |
CheckedUp, Inc - Delayed Draw Term Loan (7)(14) |
|
Media & Entertainment |
|
SOFR + 5.50% (1.00% floor) |
|
9.96% |
|
10/20/2027 |
|
|
245 |
|
|
|
244 |
|
|
|
245 |
|
|
|
0.1 |
% |
CheckedUp, Inc - Revolving Credit Line (4)(7) |
|
Media & Entertainment |
|
SOFR + 5.50% (1.00% floor) |
|
9.95% |
|
10/20/2027 |
|
|
73 |
|
|
|
73 |
|
|
|
73 |
|
|
|
0.0 |
% |
CheckedUp, Inc - Term Loan (7)(14) |
|
Media & Entertainment |
|
SOFR + 5.50% (1.00% floor) |
|
9.96% |
|
10/20/2027 |
|
|
875 |
|
|
|
872 |
|
|
|
875 |
|
|
|
0.4 |
% |
CrossLink Professional Tax Solutions, LLC - Revolving Credit Line (4) |
|
Software & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.84% |
|
6/30/2028 |
|
|
225 |
|
|
|
209 |
|
|
|
210 |
|
|
|
0.1 |
% |
CrossLink Professional Tax Solutions, LLC - Term Loan |
|
Software & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.86% |
|
6/30/2028 |
|
|
10,835 |
|
|
|
10,705 |
|
|
|
10,727 |
|
|
|
5.3 |
% |
D4C Dental Brands, Inc. - Revolving Credit Line (4) |
|
Health Care Equipment & Services |
|
SOFR + 4.50% (3.00% floor) |
|
9.02% |
|
11/27/2029 |
|
|
- |
|
|
|
(19 |
) |
|
|
(19 |
) |
|
|
0.0 |
% |
D4C Dental Brands, Inc. - Term Loan |
|
Health Care Equipment & Services |
|
SOFR + 4.50% (3.00% floor) |
|
9.02% |
|
11/27/2029 |
|
|
19,780 |
|
|
|
19,585 |
|
|
|
19,582 |
|
|
|
9.7 |
% |
Diesco Industries Ltd. - Term Loan (1) |
|
Capital Goods |
|
SOFR + 6.00% (2.00% floor) |
|
10.33% |
|
12/31/2029 |
|
|
25,397 |
|
|
|
25,017 |
|
|
|
25,016 |
|
|
|
12.4 |
% |
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Maturity Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discovery SL Management, LLC - Delayed Draw Term Loan A (14) |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.88% |
|
3/18/2030 |
|
$ |
358 |
|
|
$ |
356 |
|
|
$ |
356 |
|
|
|
0.2 |
% |
Discovery SL Management, LLC - Delayed Draw Term Loan B (4) |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.88% |
|
3/18/2030 |
|
|
- |
|
|
|
(8 |
) |
|
|
(9 |
) |
|
|
0.0 |
% |
Discovery SL Management, LLC - Revolving Credit Line (4) |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.88% |
|
3/18/2030 |
|
|
- |
|
|
|
(3 |
) |
|
|
(2 |
) |
|
|
0.0 |
% |
Discovery SL Management, LLC - Term Loan (14) |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.88% |
|
3/18/2030 |
|
|
2,142 |
|
|
|
2,119 |
|
|
|
2,130 |
|
|
|
1.1 |
% |
DMA Holding Company - Revolving Credit Line (4) |
|
Software & Services |
|
SOFR + 7.00% (1.00% floor) |
|
11.46% |
|
7/19/2028 |
|
|
33 |
|
|
|
31 |
|
|
|
29 |
|
|
|
0.0 |
% |
DMA Holding Company - Term Loan |
|
Software & Services |
|
SOFR + 7.00% (1.00% floor) |
|
11.46% |
|
7/19/2028 |
|
|
1,052 |
|
|
|
1,031 |
|
|
|
1,013 |
|
|
|
0.5 |
% |
Drive Assurance Corporation - Delayed Draw Term Loan (1)(4) |
|
Insurance |
|
SOFR + 7.00% (2.00% floor) |
|
11.36% |
|
7/10/2030 |
|
|
- |
|
|
|
(1 |
) |
|
|
- |
|
|
|
0.0 |
% |
Drive Assurance Corporation - Term Loan (1)(14) |
|
Insurance |
|
SOFR + 7.00% (2.00% floor) |
|
11.36% |
|
7/10/2030 |
|
|
4,593 |
|
|
|
4,549 |
|
|
|
4,593 |
|
|
|
2.3 |
% |
Firebirds Buyer, LLC - Delayed Draw Term Loan (4)(7) |
|
Consumer Services |
|
SOFR + 6.25% (2.00% floor) |
|
10.71% |
|
3/22/2028 |
|
|
19 |
|
|
|
19 |
|
|
|
19 |
|
|
|
0.0 |
% |
Firebirds Buyer, LLC - Revolving Credit Line (4)(7) |
|
Consumer Services |
|
SOFR + 6.25% (2.00% floor) |
|
8.96% |
|
3/22/2028 |
|
|
14 |
|
|
|
14 |
|
|
|
14 |
|
|
|
0.0 |
% |
Firebirds Buyer, LLC - Term Loan (7)(14) |
|
Consumer Services |
|
SOFR + 6.25% (2.00% floor) |
|
10.71% |
|
3/22/2028 |
|
|
617 |
|
|
|
612 |
|
|
|
617 |
|
|
|
0.3 |
% |
FloWorks International, LLC - Delayed Draw Term Loan (4) |
|
Capital Goods |
|
SOFR + 4.75% (0.75% floor) |
|
9.27% |
|
11/26/2031 |
|
|
- |
|
|
|
(12 |
) |
|
|
(24 |
) |
|
|
0.0 |
% |
FloWorks International, LLC - Term Loan |
|
Capital Goods |
|
SOFR + 4.75% (0.75% floor) |
|
9.27% |
|
11/26/2031 |
|
|
19,273 |
|
|
|
19,081 |
|
|
|
19,080 |
|
|
|
9.5 |
% |
HAH Group Holding Company, LLC - Term Loan |
|
Health Care Equipment & Services |
|
SOFR + 5.00% |
|
9.36% |
|
9/24/2031 |
|
|
10,000 |
|
|
|
9,853 |
|
|
|
9,919 |
|
|
|
4.9 |
% |
Hasa Acquisition, LLC - Delayed Draw Term Loan (4)(7) |
|
Capital Goods |
|
SOFR + 4.50% (1.00% floor) |
|
9.07% |
|
1/10/2029 |
|
|
- |
|
|
|
(3 |
) |
|
|
(2 |
) |
|
|
0.0 |
% |
Hasa Acquisition, LLC - Revolving Credit Line (4)(7) |
|
Capital Goods |
|
SOFR + 4.50% (1.00% floor) |
|
9.07% |
|
1/10/2029 |
|
|
- |
|
|
|
(3 |
) |
|
|
(2 |
) |
|
|
0.0 |
% |
Hasa Acquisition, LLC - Term Loan (7)(14) |
|
Capital Goods |
|
SOFR + 4.50% (1.00% floor) |
|
9.07% |
|
1/10/2029 |
|
|
1,400 |
|
|
|
1,374 |
|
|
|
1,386 |
|
|
|
0.7 |
% |
Hometown Food Company - Term Loan |
|
Consumer Staples Distribution & Retail |
|
SOFR + 4.50% (1.00% floor) |
|
9.05% |
|
8/16/2029 |
|
|
14,659 |
|
|
|
14,551 |
|
|
|
14,600 |
|
|
|
7.3 |
% |
Hornblower Sub LLC - Revolving Credit Line (4) |
|
Transportation |
|
SOFR + 5.50% (0.50% floor) |
|
10.02% |
|
7/3/2029 |
|
|
226 |
|
|
|
222 |
|
|
|
225 |
|
|
|
0.1 |
% |
Hornblower Sub LLC - Term Loan (14) |
|
Transportation |
|
SOFR + 5.50% (1.00% floor) |
|
10.11% |
|
7/3/2029 |
|
|
2,885 |
|
|
|
2,857 |
|
|
|
2,876 |
|
|
|
1.4 |
% |
KCK Ltd - Revolving Credit Line (1) |
|
Financial Services |
|
SOFR + 5.40% |
|
9.88% |
|
9/27/2027 |
|
|
9,403 |
|
|
|
9,360 |
|
|
|
9,374 |
|
|
|
4.7 |
% |
KCK Ltd - Term Loan (1)(15) |
|
Financial Services |
|
SOFR + 5.40% |
|
9.88% |
|
9/27/2027 |
|
|
11,753 |
|
|
|
11,702 |
|
|
|
11,718 |
|
|
|
5.8 |
% |
Kemper Sports Management, LLC - Delayed Draw Term Loan (7)(14) |
|
Consumer Services |
|
SOFR + 5.25% (1.00% floor) |
|
9.71% |
|
10/11/2029 |
|
|
440 |
|
|
|
437 |
|
|
|
440 |
|
|
|
0.2 |
% |
Kemper Sports Management, LLC - Revolving Credit Line (4)(7) |
|
Consumer Services |
|
SOFR + 5.25% (1.00% floor) |
|
9.71% |
|
10/11/2029 |
|
|
- |
|
|
|
(1 |
) |
|
|
- |
|
|
|
0.0 |
% |
Kemper Sports Management, LLC - Term Loan (7)(14) |
|
Consumer Services |
|
SOFR + 5.25% (1.00% floor) |
|
9.71% |
|
10/11/2029 |
|
|
1,813 |
|
|
|
1,802 |
|
|
|
1,813 |
|
|
|
0.9 |
% |
M2S Group Intermediate Holdings Inc - Term Loan (14) |
|
Capital Goods |
|
SOFR + 4.75% (0.50% floor) |
|
9.09% |
|
8/25/2031 |
|
|
10,591 |
|
|
|
9,874 |
|
|
|
10,305 |
|
|
|
5.1 |
% |
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Maturity Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Military Retail Solutions, LLC - Delayed Draw Term Loan (4)(7) |
|
Consumer Staples Distribution & Retail |
|
SOFR + 5.25% (1.00% floor) |
|
9.61% |
|
6/28/2029 |
|
$ |
- |
|
|
$ |
(14 |
) |
|
$ |
(12 |
) |
|
|
0.0 |
% |
Military Retail Solutions, LLC - Revolving Credit Line (4)(7) |
|
Consumer Staples Distribution & Retail |
|
SOFR + 5.25% (1.00% floor) |
|
9.61% |
|
6/28/2029 |
|
|
- |
|
|
|
(14 |
) |
|
|
(6 |
) |
|
|
0.0 |
% |
Military Retail Solutions, LLC - Term Loan (7)(15) |
|
Consumer Staples Distribution & Retail |
|
SOFR + 5.25% (1.00% floor) |
|
9.61% |
|
6/28/2029 |
|
|
13,113 |
|
|
|
12,869 |
|
|
|
13,008 |
|
|
|
6.5 |
% |
National Debt Relief, LLC - Delayed Draw Term Loan (7)(14) |
|
Financial Services |
|
SOFR + 6.50% (2.50% floor) |
|
10.97% |
|
2/7/2028 |
|
|
598 |
|
|
|
594 |
|
|
|
594 |
|
|
|
0.3 |
% |
National Debt Relief, LLC - Revolving Credit Line (7) |
|
Financial Services |
|
SOFR + 6.50% (2.50% floor) |
|
10.97% |
|
2/7/2028 |
|
|
120 |
|
|
|
119 |
|
|
|
119 |
|
|
|
0.1 |
% |
National Debt Relief, LLC - Term Loan (7)(14) |
|
Financial Services |
|
SOFR + 6.50% (2.50% floor) |
|
10.97% |
|
2/7/2028 |
|
|
718 |
|
|
|
713 |
|
|
|
713 |
|
|
|
0.4 |
% |
Nuclear Care Partners Holdings, Inc. - Revolving Credit Line (4) |
|
Health Care Equipment & Services |
|
SOFR + 4.75% (1.00% floor) |
|
9.30% |
|
10/1/2030 |
|
|
- |
|
|
|
(23 |
) |
|
|
(18 |
) |
|
|
0.0 |
% |
Nuclear Care Partners Holdings, Inc. - Term Loan |
|
Health Care Equipment & Services |
|
SOFR + 4.75% (1.00% floor) |
|
9.30% |
|
10/1/2030 |
|
|
7,438 |
|
|
|
7,329 |
|
|
|
7,356 |
|
|
|
3.7 |
% |
Obra CICS Finance, LLC - Term Loan (1) |
|
Insurance |
|
SOFR + 4.25% (3.00% floor); SOFR + 4.25% (3.00% floor) |
|
8.61% |
|
12/31/2030 |
|
|
23,571 |
|
|
|
23,479 |
|
|
|
23,479 |
|
|
|
11.7 |
% |
OL Texas Restaurants, LLC - Delayed Draw Term Loan (4)(7) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.53% |
|
8/29/2029 |
|
|
- |
|
|
|
(2 |
) |
|
|
- |
|
|
|
0.0 |
% |
OL Texas Restaurants, LLC - Revolving Credit Line (4)(7) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.53% |
|
8/29/2029 |
|
|
- |
|
|
|
(1 |
) |
|
|
- |
|
|
|
0.0 |
% |
OL Texas Restaurants, LLC - Term Loan (14) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.53% |
|
8/29/2029 |
|
|
1,435 |
|
|
|
1,428 |
|
|
|
1,435 |
|
|
|
0.7 |
% |
OmniMax International, LLC - Delayed Draw Term Loan (4) |
|
Capital Goods |
|
SOFR + 5.75% (1.00% floor) |
|
10.03% |
|
12/6/2030 |
|
|
- |
|
|
|
(51 |
) |
|
|
(102 |
) |
|
|
-0.1 |
% |
OmniMax International, LLC - Term Loan |
|
Capital Goods |
|
SOFR + 5.75% (1.00% floor) |
|
10.03% |
|
12/6/2030 |
|
|
16,566 |
|
|
|
16,237 |
|
|
|
16,234 |
|
|
|
8.1 |
% |
OpCo Borrower, LLC - Term Loan (14) |
|
Health Care Equipment & Services |
|
SOFR + 6.00% (1.00% floor) |
|
10.62% |
|
4/26/2029 |
|
|
7,332 |
|
|
|
7,200 |
|
|
|
7,295 |
|
|
|
3.6 |
% |
Pansophic Learning US, LLC - Delayed Draw Term Loan (4) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.37% |
|
5/15/2029 |
|
|
992 |
|
|
|
967 |
|
|
|
974 |
|
|
|
0.5 |
% |
Pansophic Learning US, LLC - Revolving Credit Line |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.26% |
|
5/15/2029 |
|
|
997 |
|
|
|
978 |
|
|
|
985 |
|
|
|
0.5 |
% |
Pansophic Learning US, LLC - Term Loan (14) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.15% |
|
5/15/2029 |
|
|
11,935 |
|
|
|
11,690 |
|
|
|
11,792 |
|
|
|
5.9 |
% |
PDDS Holdco, Inc. - Delayed Draw Term Loan (4) |
|
Software & Services |
|
SOFR + 7.50% (0.75% floor) |
|
11.98% |
|
7/18/2028 |
|
|
32 |
|
|
|
31 |
|
|
|
32 |
|
|
|
0.0 |
% |
PDDS Holdco, Inc. - Term Loan |
|
Software & Services |
|
SOFR + 7.50% (0.75% floor) |
|
11.98% |
|
7/18/2028 |
|
|
229 |
|
|
|
224 |
|
|
|
225 |
|
|
|
0.1 |
% |
Pediatric Home Respiratory Services, LLC - Delayed Draw Term Loan (4) |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (0.75% floor) |
|
9.78% |
|
12/23/2030 |
|
|
- |
|
|
|
(5 |
) |
|
|
(10 |
) |
|
|
0.0 |
% |
Pediatric Home Respiratory Services, LLC - Revolving Credit Line (4) |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (0.75% floor) |
|
9.78% |
|
12/23/2030 |
|
|
170 |
|
|
|
165 |
|
|
|
165 |
|
|
|
0.1 |
% |
Pediatric Home Respiratory Services, LLC - Term Loan |
|
Health Care Equipment & Services |
|
SOFR + 5.50% (0.75% floor) |
|
9.78% |
|
12/23/2030 |
|
|
9,794 |
|
|
|
9,745 |
|
|
|
9,745 |
|
|
|
4.8 |
% |
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Maturity Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periscope Cybermaxx Buyer, Inc - Delayed Draw Term Loan (4) |
|
Software & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.86% |
|
11/5/2029 |
|
$ |
32 |
|
|
$ |
17 |
|
|
$ |
1 |
|
|
|
0.0 |
% |
Periscope Cybermaxx Buyer, Inc - Revolving Credit Line (4) |
|
Software & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.86% |
|
11/5/2029 |
|
|
- |
|
|
|
(10 |
) |
|
|
(10 |
) |
|
|
0.0 |
% |
Periscope Cybermaxx Buyer, Inc - Term Loan |
|
Software & Services |
|
SOFR + 5.50% (1.00% floor) |
|
9.86% |
|
11/5/2029 |
|
|
7,565 |
|
|
|
7,454 |
|
|
|
7,452 |
|
|
|
3.7 |
% |
Petvet Care Centers, LLC - Delayed Draw Term Loan (4) |
|
Health Care Equipment & Services |
|
SOFR + 6.00% (0.75% floor) |
|
10.36% |
|
11/15/2030 |
|
|
- |
|
|
|
(13 |
) |
|
|
(31 |
) |
|
|
0.0 |
% |
Petvet Care Centers, LLC - Revolving Credit Line (4) |
|
Health Care Equipment & Services |
|
SOFR + 6.00% (0.75% floor) |
|
10.36% |
|
11/15/2030 |
|
|
- |
|
|
|
(31 |
) |
|
|
(31 |
) |
|
|
0.0 |
% |
Petvet Care Centers, LLC - Term Loan |
|
Health Care Equipment & Services |
|
SOFR + 6.00% (0.75% floor) |
|
10.36% |
|
11/15/2030 |
|
|
13,424 |
|
|
|
13,189 |
|
|
|
13,189 |
|
|
|
6.6 |
% |
Priority Holdings, LLC - Term Loan (14) |
|
Financial Services |
|
SOFR + 4.75% (0.50% floor) |
|
9.11% |
|
5/16/2031 |
|
|
8,383 |
|
|
|
8,369 |
|
|
|
8,383 |
|
|
|
4.2 |
% |
Rails International, LLC - Revolving Credit Line (4) |
|
Consumer Durables & Apparel |
|
SOFR + 6.25% (2.00% floor) |
|
10.62% |
|
12/20/2029 |
|
|
- |
|
|
|
(47 |
) |
|
|
(47 |
) |
|
|
0.0 |
% |
Rails International, LLC - Term Loan |
|
Consumer Durables & Apparel |
|
SOFR + 6.25% (2.00% floor) |
|
10.62% |
|
12/20/2029 |
|
|
13,039 |
|
|
|
12,779 |
|
|
|
12,778 |
|
|
|
6.3 |
% |
Restaurant Holding Company, LLC - Delayed Draw Term Loan (4)(7) |
|
Consumer Services |
|
SOFR + 6.25% (1.00% floor) |
|
10.72% |
|
2/25/2028 |
|
|
- |
|
|
|
(1 |
) |
|
|
- |
|
|
|
0.0 |
% |
Restaurant Holding Company, LLC - Term Loan (7)(14) |
|
Consumer Services |
|
SOFR + 6.25% (1.00% floor) |
|
10.72% |
|
2/25/2028 |
|
|
2,033 |
|
|
|
2,025 |
|
|
|
2,033 |
|
|
|
1.0 |
% |
Rialto Management Group, LLC - Revolving Credit Line (4) |
|
Financial Services |
|
SOFR + 5.00% (0.75% floor) |
|
9.53% |
|
12/5/2030 |
|
|
- |
|
|
|
(7 |
) |
|
|
(7 |
) |
|
|
0.0 |
% |
Rialto Management Group, LLC - Term Loan |
|
Financial Services |
|
SOFR + 5.00% (0.75% floor) |
|
9.53% |
|
12/5/2030 |
|
|
19,333 |
|
|
|
19,140 |
|
|
|
19,140 |
|
|
|
9.5 |
% |
Salt US Holdco, LLC - Delayed Draw Term Loan (4) |
|
Transportation |
|
SOFR + 5.73% (1.00% floor) |
|
10.06% |
|
7/31/2029 |
|
|
48 |
|
|
|
46 |
|
|
|
41 |
|
|
|
0.0 |
% |
Salt US Holdco, LLC - Term Loan (14) |
|
Transportation |
|
SOFR + 5.73% (1.00% floor) |
|
10.08% |
|
7/31/2029 |
|
|
1,999 |
|
|
|
1,980 |
|
|
|
1,979 |
|
|
|
1.0 |
% |
Seatex Merger Sub, LLC - Delayed Draw Term Loan (4) |
|
Capital Goods |
|
SOFR + 5.75% (1.00% floor) |
|
10.38% |
|
10/22/2029 |
|
|
- |
|
|
|
(21 |
) |
|
|
(43 |
) |
|
|
0.0 |
% |
Seatex Merger Sub, LLC - Revolving Credit Line (4) |
|
Capital Goods |
|
SOFR + 5.75% (1.00% floor) |
|
10.34% |
|
10/22/2029 |
|
|
285 |
|
|
|
265 |
|
|
|
264 |
|
|
|
0.1 |
% |
Seatex Merger Sub, LLC - Term Loan |
|
Capital Goods |
|
SOFR + 5.75% (1.00% floor) |
|
10.38% |
|
10/22/2029 |
|
|
7,844 |
|
|
|
7,729 |
|
|
|
7,727 |
|
|
|
3.8 |
% |
Select Rehabilitation, LLC - Term Loan (14)(19) |
|
Health Care Equipment & Services |
|
SOFR + 8.50% (1.00% floor) |
|
12.96% |
|
10/19/2027 |
|
|
1,918 |
|
|
|
1,918 |
|
|
|
1,483 |
|
|
|
0.7 |
% |
Senior Support Holdings (Franchise) Acquisition, Inc. - Delayed Draw Loan (4) |
|
Health Care Equipment & Services |
|
SOFR + 5.25% (1.00% floor) |
|
9.60% |
|
3/20/2030 |
|
|
- |
|
|
|
(13 |
) |
|
|
- |
|
|
|
0.0 |
% |
Senior Support Holdings (Franchise) Acquisition, Inc. - Term Loan (14) |
|
Health Care Equipment & Services |
|
SOFR + 5.25% (1.00% floor) |
|
9.60% |
|
3/20/2030 |
|
|
3,519 |
|
|
|
3,456 |
|
|
|
3,519 |
|
|
|
1.7 |
% |
Solidcore Topco, LLC - Delayed Draw Term Loan (4) |
|
Consumer Services |
|
SOFR + 5.75% (1.50% floor) |
|
10.31% |
|
11/4/2030 |
|
|
- |
|
|
|
(32 |
) |
|
|
(19 |
) |
|
|
0.0 |
% |
Solidcore Topco, LLC - Revolving Credit Line (4) |
|
Consumer Services |
|
SOFR + 5.75% (1.50% floor) |
|
10.31% |
|
11/4/2030 |
|
|
- |
|
|
|
(32 |
) |
|
|
(10 |
) |
|
|
0.0 |
% |
Solidcore Topco, LLC - Term Loan |
|
Consumer Services |
|
SOFR + 5.75% (1.50% floor) |
|
10.31% |
|
11/4/2030 |
|
|
16,219 |
|
|
|
15,901 |
|
|
|
16,122 |
|
|
|
8.0 |
% |
Spartan CP, LLC - Delayed Draw Term Loan (4) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.11% |
|
6/28/2029 |
|
|
1,110 |
|
|
|
1,085 |
|
|
|
1,110 |
|
|
|
0.6 |
% |
Spartan CP, LLC - Revolving Credit Line (4) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.11% |
|
6/28/2029 |
|
|
- |
|
|
|
(7 |
) |
|
|
- |
|
|
|
0.0 |
% |
Spartan CP, LLC - Term Loan (14) |
|
Consumer Services |
|
SOFR + 5.75% (1.00% floor) |
|
10.11% |
|
6/28/2029 |
|
|
4,531 |
|
|
|
4,447 |
|
|
|
4,531 |
|
|
|
2.3 |
% |
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Maturity Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Splash Car Wash, Inc - Delayed Draw Term Loan (4)(7) |
|
Consumer Discretionary Distribution & Retail |
|
SOFR + 6.50% (1.00% floor) + 1.00% PIK |
|
12.26% |
|
6/30/2026 |
|
$ |
12 |
|
|
$ |
11 |
|
|
$ |
12 |
|
|
|
0.0 |
% |
Splash Car Wash, Inc - Revolving Credit Line (7) |
|
Consumer Discretionary Distribution & Retail |
|
SOFR + 6.50% (1.00% floor) + 1.00% PIK |
|
12.14% |
|
6/30/2026 |
|
|
14 |
|
|
|
14 |
|
|
|
14 |
|
|
|
0.0 |
% |
Splash Car Wash, Inc - Term Loan (7)(14) |
|
Consumer Discretionary Distribution & Retail |
|
SOFR + 6.50% (1.00% floor) + 1.00% PIK |
|
12.09% |
|
6/30/2026 |
|
|
328 |
|
|
|
324 |
|
|
|
328 |
|
|
|
0.2 |
% |
Sportime Clubs, LLC - Delayed Draw Term Loan A (4) |
|
Consumer Services |
|
SOFR + 6.50% (1.00% floor) |
|
10.86% |
|
10/17/2029 |
|
|
- |
|
|
|
(69 |
) |
|
|
(72 |
) |
|
|
0.0 |
% |
Sportime Clubs, LLC - Delayed Draw Term Loan B (4)(18) |
|
Consumer Services |
|
FIXED 18.00% |
|
18.00% |
|
10/17/2029 |
|
|
54 |
|
|
|
54 |
|
|
|
- |
|
|
|
0.0 |
% |
Sportime Clubs, LLC - Revolving Credit Line (4) |
|
Consumer Services |
|
SOFR + 6.50% (1.00% floor) |
|
10.86% |
|
10/17/2029 |
|
|
- |
|
|
|
(6 |
) |
|
|
(6 |
) |
|
|
0.0 |
% |
Sportime Clubs, LLC - Term Loan A |
|
Consumer Services |
|
SOFR + 6.50% (1.00% floor) |
|
10.86% |
|
10/17/2029 |
|
|
6,845 |
|
|
|
6,712 |
|
|
|
6,708 |
|
|
|
3.3 |
% |
Sportime Clubs, LLC - Term Loan B |
|
Consumer Services |
|
FIXED 18.00% |
|
18.00% |
|
10/17/2029 |
|
|
1,443 |
|
|
|
1,400 |
|
|
|
1,401 |
|
|
|
0.7 |
% |
Total Fleet Buyer, LLC - Revolving Credit Line (4) |
|
Commercial & Professional Services |
|
SOFR + 4.50% (1.00% floor) |
|
8.95% |
|
7/15/2030 |
|
|
- |
|
|
|
(19 |
) |
|
|
- |
|
|
|
0.0 |
% |
Total Fleet Buyer, LLC - Term Loan (14) |
|
Commercial & Professional Services |
|
SOFR + 4.50% (1.00% floor) |
|
8.95% |
|
7/15/2030 |
|
|
5,662 |
|
|
|
5,568 |
|
|
|
5,662 |
|
|
|
2.8 |
% |
WildBrain Ltd. - Revolving Credit Line (1)(4) |
|
Media & Entertainment |
|
SOFR + 6.00% (1.00% floor) |
|
10.64% |
|
7/23/2029 |
|
|
285 |
|
|
|
251 |
|
|
|
285 |
|
|
|
0.1 |
% |
WildBrain Ltd. - Term Loan (1)(14) |
|
Media & Entertainment |
|
SOFR + 6.00% (1.00% floor) |
|
10.63% |
|
7/23/2029 |
|
|
17,750 |
|
|
|
17,415 |
|
|
|
17,750 |
|
|
|
8.8 |
% |
XDimensional Technologies, Inc. - Delayed Draw Term Loan (7) |
|
Software & Services |
|
SOFR + 5.00% (2.00% floor) + 3.00% PIK |
|
12.46% |
|
12/24/2025 |
|
|
12 |
|
|
|
12 |
|
|
|
12 |
|
|
|
0.0 |
% |
XDimensional Technologies, Inc. - Revolving Credit Line (4)(7) |
|
Software & Services |
|
SOFR + 7.50% (2.00% floor) |
|
12.46% |
|
12/24/2025 |
|
|
- |
|
|
|
(1 |
) |
|
|
(2 |
) |
|
|
0.0 |
% |
XDimensional Technologies, Inc. - Term Loan (7) |
|
Software & Services |
|
SOFR + 5.00% (2.00% floor) + 3.00% PIK |
|
12.46% |
|
12/24/2025 |
|
|
880 |
|
|
|
871 |
|
|
|
846 |
|
|
|
0.4 |
% |
Total First Lien Senior Secured |
|
|
|
|
|
|
|
|
|
|
398,214 |
|
|
|
391,776 |
|
|
|
393,203 |
|
|
|
195.3 |
% |
Total Debt Investments |
|
|
|
|
|
|
|
|
|
$ |
398,214 |
|
|
$ |
391,776 |
|
|
$ |
393,203 |
|
|
|
195.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Investments |
|
|
|
|
|
|
|
Acquisition Date |
|
|
|
|
|
|
|
|
|
|
|
|
Private Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Armanio Advisory LLC - Class A Units (8)(10) |
|
Commercial & Professional Services |
|
NA |
|
|
|
10/18/2024 |
|
|
384 |
|
|
$ |
385 |
|
|
$ |
392 |
|
|
|
0.2 |
% |
CyberMaxx Holdings, LLC - Class A Common Units (11) |
|
Software & Services |
|
NA |
|
|
|
11/4/2024 |
|
|
90,374 |
|
|
|
- |
|
|
|
- |
|
|
|
0.0 |
% |
CyberMaxx Holdings, LLC - Class A-1 Preferred Units (11) |
|
Software & Services |
|
NA |
|
|
|
11/4/2024 |
|
|
344 |
|
|
|
344 |
|
|
|
347 |
|
|
|
0.2 |
% |
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (3)(6)(9) |
|
Industry |
|
Spread Above Index |
|
Interest Rate |
|
Acquisition Date |
|
Principal / Shares |
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Percentage of Net Assets (2) |
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iCreditWorks Inc. - Series D Preferred Stock (13) |
|
Software & Services |
|
FIXED 10.00% + 7.50% PIK |
|
0.00% |
|
12/27/2024 |
|
|
5,000,000 |
|
|
$ |
4,900 |
|
|
$ |
4,900 |
|
|
|
2.4 |
% |
Senior Support Holdings, LP - Class A-1 Units (8)(12) |
|
Health Care Equipment & Services |
|
NA |
|
|
|
3/20/2024 |
|
|
338 |
|
|
|
338 |
|
|
|
369 |
|
|
|
0.2 |
% |
Senior Support Holdings, LP - Class B Units (8)(12) |
|
Health Care Equipment & Services |
|
NA |
|
|
|
3/20/2024 |
|
|
338 |
|
|
|
- |
|
|
|
57 |
|
|
|
0.0 |
% |
Total Private Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,967 |
|
|
|
6,065 |
|
|
|
3.0 |
% |
Total Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,967 |
|
|
$ |
6,065 |
|
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants (13) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iCreditWorks Inc. |
|
Software & Services |
|
NA |
|
|
|
12/27/2024 |
|
|
11,372 |
|
|
|
- |
|
|
|
- |
|
|
|
0.0 |
% |
Total Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
0.0 |
% |
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
397,743 |
|
|
$ |
399,268 |
|
|
|
198.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First American Government Obligations Fund - X Class (16) |
|
Cash Equivalents |
|
NA |
|
5.05% |
|
|
|
|
9,471 |
|
|
|
9,471 |
|
|
|
9,471 |
|
|
|
4.7 |
% |
Cash Equivalents Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
9,471 |
|
|
|
9,471 |
|
|
|
4.7 |
% |
Investments and Cash Equivalents Total |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
407,214 |
|
|
$ |
408,739 |
|
|
|
203.0 |
% |
Other Assets in Excess of Liabilities (17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(207,469 |
) |
|
|
(103.0 |
)% |
Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
201,270 |
|
|
|
100.0 |
% |
(1)The investment is not a qualifying asset, under Section 55(a) of the Investment Company Act of 1940. 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 December 31, 2024, 21.53% of the Fund's total assets are represented by investments at fair value that are considered non-qualifying assets.
(2)Percentages are based on net assets as of December 31, 2024.
(3)The fair value of investments with respect to securities for which market quotations are not readily available are valued using significant unobservable inputs (See Note 3 - Fair Value of Financial Instruments).
(4)For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until the commitments are called and funded. Please refer to Note 5 - Commitments and Contingencies for details of these unfunded commitments.
(5)The majority of the investments bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate ("SOFR") which resets monthly, quarterly, semiannually, or annually. For each, the Fund has provided the spread over the reference rate and the current interest rate in effect at the reporting date. As of December 31, 2024, the reference rates for the Fund's variable rate loans were the 1 month SOFR at 4.33%, the 3 month SOFR at 4.31%, and the 6 month SOFR at 4.25%. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.
(6)All investments domiciled in the United States unless otherwise noted.
(7)Positions that have a SOFR reference rate, from time to time have an additional spread adjustment. This spread adjustment ranges from 0.00% - 0.26% depending on the contractual arrangement. These spread adjustments have been included in the all-in rate shown.
(8)Investment is held by AMG Comvest Senior Lending Blocker MF SPV, LLC, a wholly-owned subsidiary of AMG Comvest Senior Lending Fund.
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
December 31, 2024
(9)The Fund updated certain descriptions of its portfolio companies presented in the consolidated financial statements as of December 31, 2024, to align with the legal issuer name, where applicable. These updates had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2024.
(10)This security is restricted and not available to resale. On October 18, 2023, the Fund purchased Armanino Advisory LLC – Delayed Draw Term Loan, Armanino Advisory LLC – Revolving Credit Line and Armanino Advisory LLC – Term Loan. These investments are offered by the same issuer as the Private Companies and are not restricted to resale.
(11)This security is restricted and not available to resale. On November 4, 2024, the Fund purchased Periscope Cybermaxx Buyer, Inc – Delayed Draw Term Loan, Periscope Cybermaxx Buyer, Inc – Revolving Credit Line and Periscope Cybermaxx Buyer, Inc –Term Loan. These investments are offered by the same issuer as the Private Companies and are not restricted to resale.
(12)This security is restricted and not available to resale. On March 20, 2024, the Fund purchased Senior Support Holdings (Franchise) Acquisition, Inc. - Delayed Draw Loan and Senior Support Holdings (Franchise) Acquisition, Inc. – Term Loan. These investments are offered by the same issuer as the Private Companies and are not restricted to resale.
(13)This security is restricted and not available to resale.
(14)Investment held in AMG Comvest Senior Lending Fund LLI SPV, LLC as collateral for the Secured Loan Facility. Please refer to Note 6.
(15)Investment subject to the Participation Agreement and acts as collateral for the secured borrowing. Please refer to Note 6.
(16)A copy of the security's annual report to shareholders may be obtained without charge on the SEC's website (http://www.sec.gov).
(17)Included in the total is an amount of $2,431 held for collateral to meet requirements associated with the Secured Loan Facility.
(18)Fair value of investment is less than $500.
(19)Investment is on non-accrual status.
PIK - Payment-in-kind
AMG COMVEST SENIOR LENDING FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
(amounts in thousands, except per share data)
December 31, 2024
The following table shows the portfolio composition by industry grouping based on fair value at December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industry(1) |
|
Investments and Cash Equivalents at Fair Value |
|
|
Percentage of Fair Value |
|
Capital Goods |
|
$ |
79,839 |
|
|
|
19.5 |
% |
Health Care Equipment & Services |
|
|
78,221 |
|
|
|
19.1 |
% |
Financial Services |
|
|
50,034 |
|
|
|
12.2 |
% |
Consumer Services |
|
|
49,887 |
|
|
|
12.2 |
% |
Insurance |
|
|
28,072 |
|
|
|
6.9 |
% |
Consumer Staples Distribution & Retail |
|
|
27,590 |
|
|
|
6.8 |
% |
Software & Services |
|
|
26,803 |
|
|
|
6.6 |
% |
Media & Entertainment |
|
|
19,228 |
|
|
|
4.7 |
% |
Commercial & Professional Services |
|
|
19,131 |
|
|
|
4.7 |
% |
Consumer Durables & Apparel |
|
|
12,731 |
|
|
|
3.1 |
% |
Cash Equivalents |
|
|
9,471 |
|
|
|
2.3 |
% |
Transportation |
|
|
5,121 |
|
|
|
1.3 |
% |
Telecommunication Services |
|
|
1,781 |
|
|
|
0.4 |
% |
Technology Hardware & Equipment |
|
|
476 |
|
|
|
0.1 |
% |
Consumer Discretionary Distribution & Retail |
|
|
354 |
|
|
|
0.1 |
% |
|
|
$ |
408,739 |
|
|
|
100.0 |
% |
The accompanying notes are an integral part of these financial statements.
AMG COMVEST SENIOR LENDING FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except share and per share amounts, percentages, and as otherwise indicated)
March 31, 2025
(Unaudited)
Note 1— Organization and Business Purpose
Organization
AMG Comvest Senior Lending Fund (the "Fund") is a Delaware statutory trust. The Fund was formed as a limited partnership on June 28, 2023, under the laws of the state of Delaware. The Fund was initially formed with the name Comvest Credit Partners BDC Fund, L.P., which changed to AMG Comvest Senior Lending Fund on October 23, 2023. The Fund is a diversified, closed-end management investment company that, on October 24, 2023, elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act") and has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
The Fund is managed by Comvest Credit Managers, LLC (the "Investment Adviser"), a Delaware limited liability company. The Investment Adviser is an affiliate of Comvest Capital Advisors LLC and Comvest Credit Advisors LLC (collectively, "Comvest Partners") and Affiliated Managers Group ("AMG"). The Investment Adviser is registered as an investment adviser with the Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended.
The Fund commenced operations on September 29, 2023 ("Inception Date"), and commenced investment operations on October 18, 2023.
On March 11, 2024, the Fund established AMG Comvest Senior Lending Blocker MF SPV, LLC ("Subsidiary I"), a wholly-owned subsidiary and Delaware limited liability company to hold equity securities of portfolio companies organized as a pass-through entity while continuing to satisfy the requirements of a RIC under the Code. Subsidiary I has filed an election to be treated as a corporation for tax purposes.
On April 15, 2024, the Fund established AMG Comvest Senior Lending Fund LLI SPV, LLC ("Subsidiary II"), a wholly-owned financing subsidiary and Delaware limited liability company, for the purpose of holding pledged investments as collateral under a Secured Loan Facility (as defined below). Subsidiary II is a disregarded entity for tax purposes.
On May 30, 2024, the Fund established AMG Comvest SLF California, LLC ("Subsidiary III", collectively with Subsidiary I and Subsidiary II, the "Subsidiaries"), a wholly-owned subsidiary and Delaware limited liability company, which has been established to acquire investments in the state of California, as required by California law. Subsidiary III is a disregarded entity for tax purposes.
On December 13, 2024, the Fund received a notice of effectiveness related to the Fund’s N-2 Registration Statement, on the basis of which the Fund will publicly offer on a continuous basis up to $2.0 billion of common shares of the Fund pursuant to the Securities Act of 1933, as amended (the "Securities Act") (the "Public Offering"). The Fund has established Class I shares, Class S shares, Class F shares, and Class D shares. Currently, the Fund offers only Class I shares. Prior to December 13, 2024, the Fund offered its common shares pursuant to the terms set forth in the Fund’s Confidential Private Placement Memorandum and subscription agreements that it entered into with investors in connection with its private offering of common shares (the "Private Offering"). The common shares in the Private Offering were sold under the exemption provided by Section 4(a)(2) of the Securities Act, only to investors that are "accredited investors" in accordance with Rule 506 of Regulation D promulgated under the Securities Act, and other exemptions of similar import in the laws of the states and jurisdictions where the Private Offering was made. All common shares issued under the Private Offering are now classified as Class I shares.
Business Purpose
The Fund’s investment objective is to generate current income and capital appreciation. The Fund's primary focus is to provide risk-adjusted returns and current income to investors by investing primarily in middle-market companies with earnings before interest, taxes, depreciation, and amortization ("EBITDA") generally between $10 million and $100 million within a wide range of industries, although the Fund intends to focus on industries in which the Investment Adviser and its affiliates have investing experience and access to operating resources, including but not limited to healthcare, financial services, business & technology services, industrials, consumer products, and franchisors/retail.
Note 2—Summary of Significant Accounting Policies
Basis of Presentation
The Fund’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and include the accounts of the Subsidiaries. The Fund is an investment company and accordingly applies specific accounting and financial reporting requirements under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 946, Financial Services – Investments Companies.
The Fund’s consolidated interim financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Article 6 of Regulation S-X. Accordingly, the Fund’s consolidated interim financial statements do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented. The consolidated interim financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto in the Fund’s Form 10-K for the year ended December 31, 2024, as filed with the SEC.
All intercompany balances and transactions between the Fund and the Subsidiaries have been eliminated.
The Fund reclassified certain industry groupings of its portfolio companies presented in the accompanying consolidated financial statements as of March 31, 2025, to align with the recently updated GICS, where applicable. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of March 31, 2025.
The Fund updated certain descriptions of its portfolio companies presented in the consolidated financial statements as of March 31, 2025, to align with the legal issuer name, where applicable. These updates had no impact on the Consolidated Statements of Assets and Liabilities as of March 31, 2025.
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 and disclosures in these consolidated financial statements. Actual results could differ from those estimates.
Valuation of Portfolio Investments
The Investment Adviser applies fair value accounting in accordance with GAAP and valuation policies and procedures (the "Valuation Policy") adopted by the Fund’s Board of Trustees (the "Board"). Fair value is 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 measurement date. Investments are reflected on the Fund’s Consolidated Statements of Assets and Liabilities at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the Fund’s Consolidated Statements of Operations as "Net change in unrealized gains (losses) of investments".
The Investment Adviser values the Fund’s portfolio investments in accordance with the Valuation Policy and the 1940 Act. For purposes of the 1940 Act, the Board has designated the Investment Adviser as the Fund’s valuation designee (the "Valuation Designee") under Rule 2a-5 under the 1940 Act ("Rule 2a-5"). The Board provides oversight of the Investment Adviser’s monthly good faith fair value determinations of the Fund’s portfolio investments, including investments that are not publicly traded and those whose market prices are not readily available.
One or more independent valuation firms (each a "Valuation Agent") are engaged to independently value the Fund's investments, in consultation with the Investment Adviser. The Fund's valuation procedures, which are the procedures that are followed by such Valuation Agent are set forth in more detail below:
1) Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
2) Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
a) Bond quotes are obtained through independent pricing services. Internal reviews are performed by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and if so, the quote is used. In the
event that the Investment Adviser, with the assistance of the Valuation Agent, determines that the bonds quotes are not readily available or otherwise not determinable pursuant to the Fund’s valuation procedures, or not reliable, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
b) For investments other than bonds, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser, look at the number of quotes readily available and perform the following:
i) Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. If quotes from pricing services differ by +/- five points or if the spread between the bid and ask for a quote is greater than 10 points, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value;
ii) Investments for which one quote is received from a pricing service are validated by the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser. The personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser, analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. For assets where a supporting analysis is prepared, the Valuation Agent will document the selection and appropriateness of the indices selected for yield comparison and a conclusion documenting how the yield comparison analysis supports the proposed mark. The quarterly portfolio company monitoring reports which detail the qualitative and quantitative performance of the portfolio company will also be included. If the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser, are unable to sufficiently validate the quote internally and if the investment’s par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
3) Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
a) Each portfolio company or investment is initially valued by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser;
b) The Valuation Agent undertakes a comprehensive valuation analysis, which includes an enterprise and/or collateral valuation, and subsequently a fundamental credit analysis and valuation with respect to both credit quality and market factors, for each of the portfolio companies or investments and provides a range of values on such investments to the Investment Adviser. The Valuation Agent also provides analyses to support its valuation methodology and calculations;
c) The Investment Adviser then reviews each valuation recommendation to confirm they have been calculated in accordance with the Valuation Policy;
d) The Investment Adviser determines the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser’s valuation team and, where applicable, the Valuation Agent or other external service providers; and
e) The Board provides oversight of the valuation process in accordance with Rule 2a-5, which includes a review of the quarterly reports prepared by the Investment Adviser or the Valuation Agent and the fair valuation determinations made by the Investment Adviser.
For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded.
The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. 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 fluctuate from period to period and the fluctuations could be material.
Investment Classification
The Fund classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, "control" is defined as the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. In addition, in accordance with Section 2(a)(9) of the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company shall be presumed to control such company. Any person who does not so own more than 25% of the voting securities of any company shall be presumed not to control such company. Any person who does not so own more than 25% of the voting securities of any company and/or does not have the power to exercise control over the management or policies of such portfolio company shall be presumed not to control such company. Consistent with the 1940 Act, "Affiliated Investments" are defined as those investments in companies in which the Fund owns 5% or more of the voting securities. Consistent with the 1940 Act, "Non-affiliated Investments" are defined as investments that are neither control investments nor Affiliated Investments. As of March 31, 2025 and December 31, 2024, the Fund did not "control" and was not an "affiliated person" of any of its portfolio companies, each as defined in the 1940 Act.
Security Transactions
Security transactions are accounted for on a trade date basis.
Cash and Cash Equivalents
Cash and cash equivalents include cash held in banks and short-term, liquid investments in a money market account. Such cash and cash equivalents, at times, may exceed federally insured limits. Cash and cash equivalents are carried at cost which approximates fair value. Certain cash amounts are held in a segregated account to collateralize outstanding borrowings under the secured loan facility, and are subject to restrictions of use.
The Fund considers all highly liquid investments that can be converted to cash, or having a maturity date, within three months, when acquired, to be cash equivalents. As of March 31, 2025 and December 31, 2024, the Fund held cash equivalents in the form of money market fund shares held in First American Government Obligations Fund, X Class. The fair value of cash and cash equivalents as of March 31, 2025 and December 31, 2024, were $19,640 and $20,393, respectively, representing 7.2% and 10.1%, respectively, of the Fund’s net assets. Cash equivalents in the form of money market fund shares are valued at their reported net asset value (generally $1 per share) on the measurement date, and are categorized within Level 1 of the fair value hierarchy under ASC Topic 820, Fair Value Measurements and Disclosure ("ASC 820"), as inputs in the valuation are observable.
Organizational Expenses and Offering Costs
The Fund bore the organizational expenses and will bear offering costs incurred in connection with its formation of and the offering of its common shares of beneficial interest, including the out-of-pocket expenses of the Investment Adviser and its agents and affiliates. Additionally, the Fund bore the organizational expenses and offering costs incurred in connection with the formation of AMG Comvest Senior Lending Feeder Fund LLC ("Feeder Fund I") and AMG Comvest Senior Lending Feeder Fund II LLC ("Feeder Fund II").
Organizational expenses are expensed as incurred, while offering costs are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the commencement of investment operations or effectiveness of the Public Offering. As of March 31, 2025 and December 31, 2024, unamortized offering costs of $1,149 and $1,585, respectively, were deferred and are reflected in the Consolidated Statements of Assets and Liabilities as part of prepaid expenses and other assets. For the three months ended March 31, 2025 and the year ended December 31, 2024, the Fund expensed organizational and offering costs in the amount of $436 and $784 respectively.
Deferred Financing Costs
Financing costs incurred in connection with the Fund's credit facilities are capitalized and amortized into expenses using the straight-line method, which approximates the effective yield method over the life of the respective facility. See Note 6—Borrowings.
Revenue Recognition
Interest Income
Interest income, including amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium on investments purchased are accreted/amortized over the expected life of the respective investment using the effective yield method. Loan origination fees, original issue discount ("OID") and market discounts or premiums are capitalized and amortized into interest income using the effective interest method. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income. The Fund may have loans in its portfolio that contain a payment-in-kind ("PIK") interest provision. PIK interest is accrued and recorded as income at the contractual rates, if deemed
collectible. The PIK interest is added to the principal balance on the capitalization date and is generally due at maturity or when deemed by the issuer.
Non-accrual
Investments may be placed on non-accrual status when principal or interest payments are past due and/or when there is reasonable doubt that principal or interest will be collected. Accrued cash and PIK interest is generally reversed when an investment is placed on non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment of the ultimate outcome. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.
Fee Income
Fee income, such as structuring fees, loan monitoring, amendment, syndication, commitment, termination, and other loan fees are recognized as income when earned, either upon receipt or amortized into fee income. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan fees are recorded as fee income.
Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss
Gain or loss on the sale of investments is calculated using the specific identification method. Net change in unrealized gain or loss will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gain or loss, when a gain or loss is realized.
Income Taxes
The Fund has elected to be treated for federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code and intends to operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify and be subject to tax as a RIC, among other things, the Fund is required to meet certain source of income and asset diversification requirements and timely distribute dividends for U.S. federal income tax purposes to its shareholders of an amount generally at least equal to 90% of its investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. The Fund intends to make the required distributions to its shareholders to maintain its ability to be taxed as a RIC each year, which will generally relieve the Fund from U.S. federal income taxes with respect to all income distributed to its shareholders. The Fund evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are "more-likely-than-not" to be sustained by the applicable tax authority. Tax positions not deemed to meet the "more-likely-than-not" threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations and interpretations thereof.
Additionally, in order to avoid the imposition of a U.S. federal excise tax, the Fund is required to distribute, in respect of each calendar year, dividends to the Fund's shareholders of an amount at least equal to the sum of 98% of the Fund's calendar year net ordinary income (taking into account certain deferrals and elections); 98.2% of the Fund's capital gain net income (adjusted for certain ordinary losses) for the one year period ending on October 31 of such calendar year; and any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which the Fund previously did not incur any U.S. federal income tax. If the Fund fails to qualify as a RIC for any reason and becomes subject to corporate tax, the resulting corporate taxes could substantially reduce the Fund's net assets, the amount of income available for distribution and the amount of the Fund's distributions.
Subsidiary I filed an election with the Internal Revenue Service to be treated as a corporation for tax purposes and is subject to U.S. federal and state income taxes. The consolidated financial statements include Subsidiary I, for which a provision for corporate income taxes has been recorded. Deferred income tax is computed by applying the federal statutory income tax rate of 21% and estimated applicable state tax statutory rates (net of federal tax benefit) to unrealized gains/(losses) on investments before taxes. For the three months ended March 31, 2025, Subsidiary I recorded $8 as a deferred tax expense and deferred tax liability. As of December 31, 2024 and for the year then ended, Subsidiary I recorded $25 as a deferred tax expense and deferred tax liability.
Segment Reporting
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments were effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. In accordance with ASC Topic 280, the Fund has determined that it has a single operating and reporting segment. As a result, the Fund’s segment accounting policies are the same as described herein and the Fund does not have any intra-segment sales and transfers of assets.
The Fund operates through a single operating and reporting segment with an investment objective to generate current income and capital appreciation primarily by investing in middle-market companies. The chief operating decision maker (the "CODM") is comprised of the Fund’s chief executive officer, chief financial officer and chief accounting officer. The CODM assesses the performance and makes operating decisions for the Fund primarily based on the Fund’s change in net assets resulting from operations. In addition to other factors and metrics, the CODM utilizes the Fund’s net assets, total return, and ratios of net and gross expenses to average net assets as a key metric in reviewing the performance of the Fund. As the Fund’s operations comprise a single reporting segment, the segment assets are reflected on the accompanying Consolidated Statement of Assets and Liabilities as "Total Assets" and the significant segment expenses are listed on the Consolidated Statement of Operations.
Note 3—Fair Value of Financial Instruments
Fair value is 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 measurement date. ASC 820 establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows:
•Level 1—Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
•Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
•Level 3—Unobservable inputs that reflect the Fund’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but are instead derived from particular valuation techniques.
The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Fund evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.
Determination of fair values involves subjective judgments and estimates. Accordingly, the notes to the consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations on the consolidated financial statements.
The following table presents fair value measurements of investments and cash equivalents, by major class, as of March 31, 2025, according to the fair value hierarchy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Totals |
|
First Lien Senior Secured |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
532,731 |
|
|
$ |
532,731 |
|
Second Lien Senior Secured |
|
|
— |
|
|
|
— |
|
|
|
10,401 |
|
|
|
10,401 |
|
Equity |
|
|
— |
|
|
|
— |
|
|
|
6,131 |
|
|
|
6,131 |
|
Warrants |
|
|
— |
|
|
|
— |
|
|
|
72 |
|
|
|
72 |
|
Cash Equivalents |
|
|
19,627 |
|
|
|
— |
|
|
|
— |
|
|
|
19,627 |
|
Total |
|
$ |
19,627 |
|
|
$ |
— |
|
|
$ |
549,335 |
|
|
$ |
568,962 |
|
The following table presents fair value measurements of investments and cash equivalents, by major class, as of December 31, 2024, according to the fair value hierarchy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Totals |
|
First Lien Senior Secured |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
393,203 |
|
|
$ |
393,203 |
|
Equity |
|
|
— |
|
|
|
— |
|
|
|
6,065 |
|
|
|
6,065 |
|
Warrants |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Cash Equivalents |
|
|
9,471 |
|
|
|
— |
|
|
|
— |
|
|
|
9,471 |
|
Total |
|
$ |
9,471 |
|
|
$ |
— |
|
|
$ |
399,268 |
|
|
$ |
408,739 |
|
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured |
|
|
Second Lien Senior Secured |
|
|
Equity |
|
|
Warrants |
|
|
Total |
|
Balance as of December 31, 2024 |
|
$ |
393,203 |
|
|
$ |
— |
|
|
$ |
6,065 |
|
|
$ |
— |
|
|
$ |
399,268 |
|
Purchases and other adjustments to cost |
|
|
142,665 |
|
|
|
10,520 |
|
|
|
110 |
|
|
|
— |
|
|
|
153,295 |
|
Sales and repayments |
|
|
(4,541 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,541 |
) |
Net change in unrealized gains (losses) on investments |
|
|
995 |
|
|
|
(119 |
) |
|
|
(44 |
) |
|
|
72 |
|
|
|
904 |
|
Net accretion of discount on investments |
|
|
409 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
409 |
|
Balance as of March 31, 2025 |
|
$ |
532,731 |
|
|
$ |
10,401 |
|
|
$ |
6,131 |
|
|
$ |
72 |
|
|
$ |
549,335 |
|
Net change in unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Fund at the end of the period: |
|
$ |
1,000 |
|
|
$ |
(119 |
) |
|
$ |
(41 |
) |
|
$ |
72 |
|
|
$ |
912 |
|
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Senior Secured |
|
|
Equity |
|
|
Total |
|
Balance as of December 31, 2023 |
|
$ |
18,281 |
|
|
$ |
— |
|
|
$ |
18,281 |
|
Purchases and other adjustments to cost |
|
|
7,002 |
|
|
|
338 |
|
|
|
7,340 |
|
Sales and repayments |
|
|
(268 |
) |
|
|
— |
|
|
|
(268 |
) |
Net realized gains |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net change in unrealized gains/(losses) on investments |
|
|
(106 |
) |
|
|
— |
|
|
|
(106 |
) |
Net accretion of discount on investments |
|
|
20 |
|
|
|
— |
|
|
|
20 |
|
Balance as of March 31, 2024 |
|
$ |
24,929 |
|
|
$ |
338 |
|
|
$ |
25,267 |
|
Net change in unrealized gains/(losses) for the period relating to those Level 3 assets that were still held by the Fund at the end of the period: |
|
$ |
(106 |
) |
|
$ |
— |
|
|
$ |
(106 |
) |
For the three months ended March 31, 2025 and 2024, there were no transfers between levels of the fair value hierarchy.
Significant Unobservable Inputs
The following table summarizes the significant unobservable inputs used to value Level 3 investments as of March 31, 2025. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected Input Range |
|
|
|
Impact to |
Asset Category |
|
Fair Value |
|
|
Primary Valuation Technique |
|
Unobservable Inputs |
|
Minimum |
|
|
Maximum |
|
|
Weighted Average (a) |
|
|
Valuation from an Increase in Input (b) |
First Lien Senior Secured |
|
$ |
467,711 |
|
|
Discounted Cash Flow |
|
Discount Rate |
|
|
4.6 |
% |
|
|
20.4 |
% |
|
|
9.6 |
% |
|
Decrease |
Second Lien Senior Secured |
|
|
560 |
|
|
Discounted Cash Flow |
|
Discount Rate |
|
|
19.0 |
% |
|
|
19.0 |
% |
|
|
19.0 |
% |
|
Decrease |
Equity |
|
|
4,905 |
|
|
Discounted Cash Flow |
|
Discount Rate |
|
|
19.6 |
% |
|
|
19.6 |
% |
|
|
19.6 |
% |
|
Decrease |
First Lien Senior Secured |
|
|
1,408 |
|
|
Market Comparables |
|
EBITDA Multiple |
|
|
6.8 |
x |
|
|
7.8 |
x |
|
|
7.3 |
x |
|
Increase |
Equity |
|
|
849 |
|
|
Market Comparables |
|
EBITDA Multiple |
|
|
11.0 |
x |
|
|
15.8 |
x |
|
|
13.5 |
x |
|
Increase |
Warrant |
|
|
72 |
|
|
Market Comparables |
|
EBITDA Multiple |
|
|
11.5 |
x |
|
|
12.5 |
x |
|
|
12.0 |
x |
|
Increase |
Equity |
|
|
377 |
|
|
Market Comparables |
|
Revenue Multiple |
|
|
3.2 |
x |
|
|
4.2 |
x |
|
|
3.7 |
x |
|
Increase |
First Lien Senior Secured |
|
|
28,072 |
|
|
Broker Quote |
|
Broker Quote |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
Increase |
Second Lien Senior Secured |
|
|
9,841 |
|
|
Broker Quote |
|
Broker Quote |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
Increase |
First Lien Senior Secured |
|
|
35,540 |
|
|
Recent Transaction Price |
|
Recent Transaction Price |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
Increase |
Total |
|
$ |
549,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)Weighted averages are calculated based on fair value of investments.
(b)Represents the directional change in the fair value of the Level 3 investments that could have resulted from an increase in the corresponding inputs as of a period end. A decrease to the unobservable input would have had the opposite effect. Significant changes in these inputs may have resulted in a significantly higher or lower fair value measurement at the period end.
The following table summarizes the significant unobservable inputs used to value Level 3 investments as of December 31, 2024. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected Input Range |
|
|
|
Impact to |
Asset Category |
|
Fair Value |
|
|
Primary Valuation Technique |
|
Unobservable Inputs |
|
Minimum |
|
|
Maximum |
|
|
Weighted Average (a) |
|
|
Valuation from an Increase in Input (b) |
First Lien Senior Secured |
|
$ |
358,322 |
|
|
Discounted Cash Flow |
|
Discount Rate |
|
|
8.2 |
% |
|
|
20.3 |
% |
|
|
10.2 |
% |
|
Decrease |
Equity |
|
|
4,900 |
|
|
Discounted Cash Flow |
|
Discount Rate |
|
|
19.6 |
% |
|
|
19.6 |
% |
|
|
19.6 |
% |
|
Decrease |
First Lien Senior Secured |
|
|
1,483 |
|
|
Market Comparables |
|
EBITDA Multiple |
|
|
7.3 |
x |
|
|
8.3 |
x |
|
|
7.8 |
x |
|
Increase |
Equity |
|
|
818 |
|
|
Market Comparables |
|
EBITDA Multiple |
|
|
11.3 |
x |
|
|
15.8 |
x |
|
|
13.6 |
x |
|
Increase |
Equity |
|
|
347 |
|
|
Market Comparables |
|
Revenue Multiple |
|
|
3.3 |
x |
|
|
4.3 |
x |
|
|
3.8 |
x |
|
Increase |
First Lien Senior Secured |
|
|
33,398 |
|
|
Recent Transaction Price |
|
Recent Transaction Price |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
Increase |
Total |
|
$ |
399,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)Weighted averages are calculated based on fair value of investments.
(b)Represents the directional change in the fair value of the Level 3 investments that could have resulted from an increase in the corresponding inputs as of a period end. A decrease to the unobservable input would have had the opposite effect. Significant changes in these inputs may have resulted in a significantly higher or lower fair value measurement at the period end.
There were no significant changes in valuation approach or technique as of March 31, 2025 and December 31, 2024.
Level 3 inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities where the fair value is based on unobservable inputs.
The income and market approaches were used in the determination of fair value of certain Level 3 assets as of March 31, 2025 and December 31, 2024. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments and any other end of term fees, as applicable. Included in the consideration and selection of discount rates are factors such as risk of default, interest rate risk, and changes in credit quality. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies.
As of March 31, 2025, the Fund had one portfolio company on a non-accrual status. As of December 31, 2024, the Fund had one portfolio company on a non-accrual status. Refer to Note 2—Summary of Significant Accounting Policies for additional details regarding the Fund's non-accrual policy.
The following table shows the amortized cost and fair value of the Fund's performing and non-accrual investments as of March 31, 2025 and December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
Portfolio Company |
|
Amortized Cost |
|
|
Fair Value |
|
|
Amortized Cost |
|
|
Fair Value |
|
Performing |
|
$ |
545,055 |
|
|
$ |
547,927 |
|
|
$ |
395,825 |
|
|
$ |
397,785 |
|
Non-accrual |
|
|
1,851 |
|
|
|
1,408 |
|
|
|
1,918 |
|
|
|
1,483 |
|
Total |
|
$ |
546,906 |
|
|
$ |
549,335 |
|
|
$ |
397,743 |
|
|
$ |
399,268 |
|
For a discussion of the fair value measurement of the Fund's borrowings, refer to Note 6—Borrowings.
Note 4—Related Party Transactions
Investment Management Agreement
The Fund entered into an investment advisory agreement (the "Investment Management Agreement") with the Investment Adviser in which the Investment Adviser, subject to the overall supervision of the Board, manages the day-to-day operations of, and provides investment advisory and management services to the Fund. Under the terms of the Investment Management Agreement, the Fund will pay the Investment Adviser an annual base management fee ("Management Fee") and incentive management fee (the "Incentive Fee").
Management Fee
The Management Fee will be calculated and payable quarterly in arrears at an annual rate of 1.25% of net assets as of the beginning of the first calendar day of the applicable quarter. The Management Fee will be appropriately adjusted for any share issuances or repurchases during the applicable quarter.
For the three months ended March 31, 2025, the Fund incurred $836.6 in Management Fees under the Investment Management Agreement. The Investment Adviser did not waive any Management Fees during the three months ended March 31, 2025. Any fees waived under the Investment Management Agreement are not subject to future reimbursement to the Investment Adviser pursuant to the second amended and restated expense limitation and reimbursement agreement (the "Second Amended and Restated Expense Limitation and Reimbursement Agreement").
For the three months ended March 31, 2024, the Fund incurred $87.0 in Management Fees under the Investment Management Agreement. The Investment Adviser has chosen to voluntarily waive $87.0 of Management Fees earned in accordance with the Investment Management Agreement for the three months ended March 31, 2024, which is reflected in the Statement of Operations as a part of fee waivers. Any fees waived under the Investment Management Agreement are not subject to future reimbursement to the Investment Adviser pursuant to the Expense Limitation and Reimbursement Agreement.
Incentive Fee
The Incentive Fee consists of two components that are independent of each other. 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:
The first part is calculated and payable quarterly in arrears on the Fund’s Pre-Incentive Fee Net Investment Income Returns. For this purpose, 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 Investment 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 the Fund’s operating expenses for the month (including the Management Fee, taxes, any expenses payable under the Investment Management Agreement and Administration Agreement (as defined below), any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred shares, 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 OID, debt instruments with 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 percentage of the value of the Fund’s net assets at the end of the immediately preceding quarter, is compared to a hurdle. The Fund will pay the Investment Adviser an incentive fee with respect to Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:
•No incentive fee in any calendar quarter in which Pre-Incentive Fee Net Investment Income Returns does not exceed the hurdle rate of 1.25% per quarter (5.00% annualized);
•100% of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, 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 Investment 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 amount of Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds 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 paid to the Investment Adviser.
These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the applicable quarter.
The second part of the Incentive Fee, the capital gains incentive fee, will be payable in arrears as of the end of each calendar year and will equal 12.5% of the Fund’s cumulative realized capital gains, if any, from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation, less the aggregate amount of any previously paid incentive fees on fees 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 for all prior periods. The Fund will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Investment Adviser if the Fund were to sell the relevant investment and realize a capital gain. For purposes of computing the Fund’s Incentive Fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps, if owned, as if the Fund owned the reference assets directly.
The fees that are payable under the Investment Management Agreement for any partial period will be appropriately prorated.
For the three months ended March 31, 2025, the Fund incurred $810.8 in Incentive Fees related to the Pre-Incentive Fee Net Investment Income Returns and accrued $113.0 in Incentive Fees related to the capital gains incentive fee under the Investment Management Agreement. The Investment Adviser did not waive any Incentive Fees during the three months ended March 31, 2025. Any fees waived under the Investment Management Agreement are not subject to future reimbursement to the Investment Adviser pursuant to the Expense Limitation and Reimbursement Agreement.
For the three months ended March 31, 2024, the Fund incurred $81.0 in Incentive Fees related to the Pre-Incentive Fee Net Investment Income Returns under the Investment Management Agreement. The Investment Adviser has chosen to voluntarily waive $81.0 of Incentive Fees earned in accordance with the Investment Management Agreement for the three months ended March 31, 2024. Any fees waived under the Investment Management Agreement are not subject to future reimbursement to the Investment Adviser pursuant to the Expense Limitation and Reimbursement Agreement.
Administration Agreement
The Fund entered into an administration agreement (the "Administration Agreement") with AMG Funds LLC, a Delaware limited liability company and wholly-owned subsidiary of AMG (the "Administrator"), under which the Administrator performs or oversees the performance of certain administrative services for the Fund. Effective December 13, 2024, the Fund pays the Administrator a fee (the "Administration Fee") at the rate of 0.25% per annum of the Fund’s net assets as of the beginning of the first calendar day of the applicable month, adjusted for any share issuances or repurchases during the applicable month. The Administration Fee is calculated and payable monthly in arrears. Prior to December 13, 2024, the Fund paid the Administration Fee at the rate of 0.25% per annum of Fund's net assets as of the beginning of the first calendar day of the applicable quarter, adjusted for any share issuances or repurchases during the applicable quarter. Prior to December 13, 2024, the Administration Fee was calculated and payable quarterly in arrears.
For the three months ended March 31, 2025, the Fund incurred $167.6 in Administration Fees under the Administration Agreement. The Administrator did not waive any Administration Fees during the three months ended March 31, 2025. Any fees waived under the Administration Agreement are not subject to future reimbursement to the Administrator pursuant to the Expense Limitation and Reimbursement Agreement.
For the three months ended March 31, 2024, the Fund incurred $17.0 in Administration Fees under the Administration Agreement. The Administrator has chosen to voluntarily waive $17.0 of Administration Fees earned in accordance with the Administration Agreement for the three months ended March 31, 2024, which is reflected in the Statement of Operations as a part of fee waivers. Any fees waived under the Administration Agreement are not subject to future reimbursement to the Administrator pursuant to the Expense Limitation and Reimbursement Agreement.
Managing Dealer Agreement
The Fund entered into a managing dealer agreement (the "Managing Dealer Agreement") with AMG Distributors, Inc. (the "Managing Dealer"), an affiliate of the Investment Adviser, Administrator, and AMG, pursuant to which the Managing Dealer 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 shares, which the Fund refers to as "participating brokers," and financial advisors. 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.
Either party may terminate the Managing Dealer Agreement upon 60 days’ written notice to the other party or immediately upon notice to the other party in the event such other party failed to comply with a material provision of the Managing Dealer Agreement. The Fund's obligations under the Managing Dealer Agreement to pay the shareholder servicing and/or distribution fees with respect to the Class S, Class D and Class F shares distributed in this offering as described therein shall survive termination of the agreement until such shares are no longer outstanding (including such shares that have been converted into Class I shares, as described above).
Under a Distribution and Servicing Plan, the Fund pays the Managing Dealer, subject to FINRA and other limitations, with respect to the Class I shares, and upon the offering of Class S, Class D and Class F shares, 0.00%, 0.85%, 0.25% and 0.50%, respectively, on an annualized basis as a percentage of the net asset value for such class. The shareholder servicing and/or distribution fees will be paid monthly in arrears, calculated using the net assets of the applicable class as of the beginning of the first calendar day of the month.
Second Amended and Restated Expense Limitation and Reimbursement Agreement
The Fund entered into a Second Amended and Restated Expense Limitation and Reimbursement Agreement with the Investment Adviser and the Administrator on October 25, 2024, which will terminate on May 1, 2026, unless renewed by mutual agreement of the Investment Adviser, the Administrator, and the Fund, or unless otherwise terminated by the Fund’s Board upon at least thirty (30) days written notice to the Investment Adviser and the Administrator. Pursuant to the Second Amended and Restated Expense Limitation and Reimbursement Agreement, the Investment Adviser and the Administrator are obligated to pay, absorb or reimburse all of the Fund's operating costs and expenses incurred, including, but not limited to organization and offering costs and legal, administration, accounting, printing, mailing, subscription processing and filing fees and expenses, as determined in accordance with GAAP ("Operating Expenses") (x) above 1.25% of the value of the Fund’s quarterly net assets as of the beginning of the first calendar day of the applicable quarter adjusted for any share issuances or repurchases during the applicable quarter during the period of time that the Fund operates as a privately offered, non-traded BDC and (y) above 1.25% of the value of the Fund’s monthly net assets as of the beginning of the first calendar day of the applicable month adjusted for any share issuances or repurchases during the applicable month during the period of time that the Fund operates as a publicly-offered, non-traded BDC (each such payment, absorption or reimbursement, a "Required Expense Payment"). Any Required Expense Payment must be paid by the Investment Adviser and the Administrator in any combination of cash or other immediately available funds and/or offset against amounts due from the Fund to the Investment Adviser, the Administrator, or their affiliates.
For the three months ended March 31, 2025 and for the year ended December 31, 2024, the Fund was reimbursed $267 and $2,770, respectively by the Investment Adviser and the Administrator. As of March 31, 2025 and December 31, 2024, the Fund owed the Investment Adviser and the Administrator $0 and $271, respectively, in recoupment, which is reflected in the Consolidated Statement of Assets and Liabilities under "Due to affiliates". As of March 31, 2025, the Investment Adviser and the Administrator owed the Fund $268 in expense reimbursement, which is reflected in the Consolidated Statements of Assets and Liabilities under "Due from affiliates". At March 31, 2025, the Fund's expiration of reimbursements subject to recoupment was as follows:
|
|
|
|
|
Expiration Period |
|
|
|
Less than 1 year |
|
$ |
— |
|
1-2 years |
|
|
727 |
|
2-3 years |
|
|
2,941 |
|
Total |
|
$ |
3,668 |
|
SEC Exemptive Relief
As a BDC, the Fund is subject to certain regulatory restrictions in making its investments. The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. On August 2, 2021, the SEC granted Commonwealth Credit Partners BDC I, Inc., an affiliate of Comvest Partners, an exemptive relief order (the "Co-Investment Order") that allows it and the Fund to enter into certain negotiated co-investment transactions alongside other funds managed by the Investment Adviser or its affiliates in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with conditions. Pursuant to the Co-Investment Order, the Fund is permitted to co-invest with its affiliates if, among other things, a "required majority" (as defined in Section 57(o) of the 1940 Act) of the Fund’s independent trustees make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Fund and the Fund’s shareholders and do not involve overreaching in respect of the Fund or the Fund’s shareholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Fund’s shareholders and is consistent with the Fund’s investment objective and strategies.
On March 14, 2025, the SEC issued an order (the "Multi-Class Order") granting the Fund’s application for exemptive relief from Sections 18(a)(2), 18(c), 18(i) and 61(a) under the 1940 Act. Under the terms of the Multi-Class Order, the Fund is permitted to offer multiple classes of its Common Shares with varying sales loads and asset-based distribution and/or service fees. For the three months ended March 31, 2025, the Fund did not issue any Common Shares through the new classes resulting from the Multi-Class Order.
Note 5—Commitments and Contingencies
Commitments
In the ordinary course of business, the Fund may enter into future funding commitments. As of March 31, 2025, the Fund had unfunded commitments on delayed draw term loans and revolving credit lines of $40,200 and $24,300, respectively. As of December 31, 2024, the Fund had unfunded commitments on delayed draw term loans and revolving credit lines of $36,229 and $21,573, respectively. The Fund maintains sufficient cash, uncalled commitments, and borrowing capacity on hand to satisfy such unfunded commitments.
As of March 31, 2025, the Fund’s unfunded commitments consisted of the following.
|
|
|
|
|
|
|
|
|
Portfolio Company Name |
|
Investment Type |
|
Commitment Type |
|
Unfunded Commitments |
|
Allbridge, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
$ |
166 |
|
Allbridge, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
166 |
|
Armanino Advisory LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
2,880 |
|
Armanino Advisory LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
960 |
|
Batteries Plus Holding Corporation |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
49 |
|
Billhighway, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
99 |
|
Billhighway, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
80 |
|
Cardiology Management Holdings, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
461 |
|
CheckedUp, Inc |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
83 |
|
CrossLink Professional Tax Solutions, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,348 |
|
D4C Dental Brands, Inc. |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,902 |
|
Discovery SL Management, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,349 |
|
Discovery SL Management, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
300 |
|
DMA Holding Company |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
82 |
|
Drive Assurance Corporation |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
270 |
|
Ensemble Music Schools LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
8,010 |
|
Ensemble Music Schools LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,405 |
|
Firebirds Buyer, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
38 |
|
FloWorks International, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
2,409 |
|
Hasa Acquisition, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
157 |
|
Hasa Acquisition, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
101 |
|
Integrity Marketing Acquisition, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,948 |
|
Integrity Marketing Acquisition, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
962 |
|
Kemper Sports Management, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
163 |
|
Military Retail Solutions, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,515 |
|
Military Retail Solutions, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
555 |
|
Nuclear Care Partners Holdings, Inc. |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,616 |
|
OL Texas Restaurants, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
583 |
|
OL Texas Restaurants, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
233 |
|
Pansophic Learning US, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
499 |
|
PDDS Holdco, Inc. |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
2 |
|
Pediatric Home Respiratory Services, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,916 |
|
Pediatric Home Respiratory Services, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
894 |
|
Periscope Cybermaxx Buyer, Inc |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,983 |
|
Periscope Cybermaxx Buyer, Inc |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
688 |
|
Petvet Care Centers, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,769 |
|
Petvet Care Centers, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,769 |
|
Project Pathfinder Borrower, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,960 |
|
Rails International, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,640 |
|
Rialto Management Group, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
667 |
|
Salt US Holdco, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
537 |
|
Seatex Merger Sub, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
2,853 |
|
Seatex Merger Sub, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,284 |
|
Senior Support Holdings (Franchise) Acquisition, Inc. |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,520 |
|
Solidcore Topco, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
3,244 |
|
Solidcore Topco, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,622 |
|
Spartan CP, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
646 |
|
Spartan CP, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
414 |
|
Sportime Clubs, LLC |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
5,339 |
|
Sportime Clubs, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
293 |
|
Total Fleet Buyer, LLC |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,148 |
|
WildBrain Ltd. |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,808 |
|
XDimensional Technologies, Inc. |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
60 |
|
Total |
|
|
|
|
|
$ |
64,445 |
|
As of December 31, 2024, the Fund’s unfunded commitments consisted of the following.
|
|
|
|
|
|
|
|
|
Portfolio Company Name |
|
Investment Type |
|
Commitment Type |
|
Unfunded Commitments |
|
Allbridge |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
$ |
166 |
|
Allbridge |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
166 |
|
Armanino |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
2,880 |
|
Armanino |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,920 |
|
Baker Hill |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
82 |
|
Batteries Plus Holding Corporation |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
63 |
|
Billhighway |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
99 |
|
Billhighway |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
80 |
|
BKH |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
208 |
|
Cardiovascular Logistics |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
461 |
|
CheckedUp |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
110 |
|
CrossLink |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,124 |
|
D4C Dental |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,902 |
|
Discovery SL Management |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,499 |
|
Discovery SL Management |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
300 |
|
Firebirds |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
19 |
|
Firebirds |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
24 |
|
FloWorks International |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
2,409 |
|
Global School Management |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
499 |
|
GoAuto |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
270 |
|
HASA |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
157 |
|
HASA |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
151 |
|
Hornblower |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
227 |
|
InXpress |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
620 |
|
Kemper Sports Management |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
163 |
|
Nuclear Care |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,616 |
|
Ojos Locos |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
583 |
|
Ojos Locos |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
233 |
|
Omnimax |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
5,116 |
|
Pediatric Home Respiratory |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,916 |
|
Pediatric Home Respiratory |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
894 |
|
Periscope Cybermaxx |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
2,032 |
|
Periscope Cybermaxx |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
688 |
|
PetVet Care Centers |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,769 |
|
PetVet Care Centers |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,769 |
|
Planet DDS |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
3 |
|
Pro Food Solutions |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,515 |
|
Pro Food Solutions |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
757 |
|
Rails International |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
2,342 |
|
Rialto Management |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
667 |
|
SeaTex |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
2,853 |
|
SeaTex |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,141 |
|
Senior Support Holdings |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,520 |
|
Solidcore Topoco |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
3,244 |
|
Solidcore Topoco |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,622 |
|
Spartan Fitness |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
956 |
|
Spartan Fitness |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
414 |
|
Splash Car Wash |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
29 |
|
Sportime Clubs- Term Loan A |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
3,608 |
|
Sportime Clubs- Term Loan B |
|
First Lien Senior Secured |
|
Delayed Draw Loan |
|
|
1,798 |
|
Sportime Clubs |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
293 |
|
Total Fleet Solutions |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,148 |
|
WildBrain |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
1,617 |
|
XDimensional Technologies |
|
First Lien Senior Secured |
|
Revolving Credit Line |
|
|
60 |
|
Total |
|
|
|
|
|
$ |
57,802 |
|
The unrealized appreciation or depreciation associated with unfunded portfolio company commitments is recorded in the consolidated financial statements and reflected as an adjustment to the valuation of the related security in the Consolidated Schedules of Investments as of March 31, 2025 and December 31, 2024. The par amount of the unfunded portfolio company commitments is not recognized by the Fund until the commitment is funded.
Unfunded portfolio company commitments may expire without being drawn upon, and therefore, do not necessarily represent future cash requirements or future earning assets for the Fund. The Fund believes that it maintains sufficient liquidity in the form of cash and financing capacity to cover any outstanding unfunded portfolio company commitments that the Fund may be required to fund.
Litigation and Regulatory Matters
In the ordinary course of its business, the Fund may become subject to litigation, claims, and regulatory matters. The Fund has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Fund at this time.
Indemnifications
In the ordinary course of its business, the Fund may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Fund. Management believes that the likelihood of such an event is remote.
Note 6—Borrowings
Secured Loan Facility
On July 16, 2024 and as amended on March 27, 2025, Subsidiary II has entered into a Loan and Servicing Agreement (as amended, the "Secured Loan Facility"), with Sumitomo Mitsui Banking Corporation, as collateral agent, administrative agent and a lender, Webster Bank, N.A., as a lender, and Western Alliance Trust Company, N.A., as account bank, collateral custodian and collateral administrator. The Secured Loan Facility provides for borrowings in U.S. dollars up to a maximum principal amount of $400 million. The maximum principal amount increased from $300 million to $400 million on March 27, 2025. Proceeds from the borrowings under the Secured Loan Facility will be used primarily to finance the purchase or origination of loans. Unless otherwise terminated, the Secured Loan Facility will mature on July 16, 2029. The interest rate on outstanding loans will be calculated by the 1-month SOFR rate plus a spread of 2.20%. Prior to March 27, 2025, the interest rate on outstanding loan was calculated by taking the highest of the Prime Rate, the Federal Funds Rate plus 0.50%, the 1-month SOFR rate plus 1.0% or zero, plus a spread of 2.60%. Subsidiary II paid an upfront fee of $3 million that was due by March 31, 2025, and pays an administrative fee of $5 on each payment date. On March 27, 2025, Subsidiary II paid an additional upfront fee of $750 related to the amended Secured Loan Facility. On any date when the undrawn commitment is less than or equal to 50% of the aggregate commitment, the non-usage fee will be 0.50% per annum. On any date when the undrawn commitment is greater than 50% of the aggregate commitment, the non-usage fee will be 1.00% per annum.
The weighted average annualized interest cost (excluding amortization of deferred financing costs and other fees) for all borrowings for the three months ended March 31, 2025 was 6.92%. The average daily debt outstanding for the three months ended March 31, 2025 was $186,233. The maximum debt outstanding for the three months ended March 31, 2025 was $263,100.
The following table represents borrowings as of March 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Aggregate Borrowing Capacity |
|
|
Total Principal Outstanding |
|
|
Less Deferred Financing Costs |
|
|
Amount per Consolidated Statements of Assets and Liabilities |
|
Secured Loan Facility |
|
$ |
400,000 |
|
|
$ |
263,100 |
|
|
$ |
3,322 |
|
|
$ |
259,778 |
|
Total |
|
$ |
400,000 |
|
|
$ |
263,100 |
|
|
$ |
3,322 |
|
|
$ |
259,778 |
|
The following table represents borrowings as of December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Aggregate Borrowing Capacity |
|
|
Total Principal Outstanding |
|
|
Less Deferred Financing Costs |
|
|
Amount per Consolidated Statements of Assets and Liabilities |
|
Secured Loan Facility |
|
$ |
300,000 |
|
|
$ |
160,100 |
|
|
$ |
722 |
|
|
$ |
159,378 |
|
Total |
|
$ |
300,000 |
|
|
$ |
160,100 |
|
|
$ |
722 |
|
|
$ |
159,378 |
|
The following table represents interest and debt fees for the three months ended March 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate(1) |
|
Interest Expense |
|
|
Deferred Financing Costs (2) |
|
|
Other Fees (2) |
|
Secured Loan Facility |
|
SOFR + 2.20% |
|
$ |
3,159 |
|
|
$ |
150 |
|
|
$ |
— |
|
Total |
|
|
|
$ |
3,159 |
|
|
$ |
150 |
|
|
$ |
— |
|
(1)As of March 31, 2025, the 1-month SOFR rate was 4.32%.
(2)Amortization of deferred financing costs and other fees are included in interest expense on the Consolidated Statements of Operations.
At March 31, 2025, the carrying amount of the Fund's borrowings on the Secured Loan Facility approximated their fair value in accordance with ASC 820.
Secured Borrowing Agreement
On July 22, 2024, the Fund entered into a participation agreement (the "Participation Agreement") with Macquarie Bank Limited ("Macquarie"). The Fund will transfer investments to Macquarie for cash and repurchase the same investment on a forward settlement basis. The repurchase transaction will have a settlement date of up to 90 days. The repurchase transaction under the Participation Agreement is a type of secured borrowing, in which the Fund will retain the economics of the investment and will pay an interest charge. The amount outstanding under the Participation Agreement as of March 31, 2025 and December 31, 2024 was $30,702 and $63,237, respectively, which is reflected as "Secured borrowing" on the Consolidated Statements of Assets and Liabilities. The average amount outstanding was $41,575 and the amount of interest incurred under the Participation Agreement for the three months ended March 31, 2025, was $789.0, which equated to an effective interest rate of 5.78%. The Fund did not incur any interest expense for the three months ended March 31, 2024. Interest expense incurred under the Participation Agreement is included on the Consolidated Statements of Operations as "Interest expense".
Note 7—Capital
During the three months ended March 31, 2025 and 2024, the Fund’s capital stock activity was as follows:
Investor Commitments
As of March 31, 2025, the Fund had $270,160 in Capital Commitments, of which $0 were unfunded. As of December 31, 2024, the Fund had $200,010 in Capital Commitments, of which $0 were unfunded. As of March 31, 2024, the Fund had $50,010 in Capital Commitments, of which $8,500 were unfunded.
Share Issuances
The following table summarizes the total shares issued and net proceeds (in thousands) for the three months ended March 31, 2025.
|
|
|
|
|
|
|
|
|
Share Issue Date |
|
Shares Issued |
|
|
Net Proceeds Received |
|
January 2, 2025 |
|
|
2,769,444 |
|
|
$ |
70,150 |
|
Total Shares Issued |
|
|
2,769,444 |
|
|
$ |
70,150 |
|
The following table summarizes the total shares issued and net proceeds (in thousands) through the dividend reinvestment plan ("DRIP") for the three months ended March 31, 2025.
|
|
|
|
|
|
|
|
|
Share Issue Date |
|
Shares Issued |
|
|
Net Proceeds Received |
|
January 31, 2025 |
|
|
38 |
|
|
$ |
1 |
|
February 28, 2025 |
|
|
39 |
|
|
|
1 |
|
March 31, 2025 |
|
|
47 |
|
|
|
1 |
|
Total Shares Issued |
|
|
124 |
|
|
$ |
3 |
|
The following table summarizes the total shares issued and net proceeds (in thousands) for the three months ended March 31, 2024.
|
|
|
|
|
|
|
|
|
Share Issue Date |
|
Shares Issued |
|
|
Net Proceeds Received |
|
March 28, 2024 |
|
|
561,122 |
|
|
$ |
14,000 |
|
Total Shares Issued |
|
|
561,122 |
|
|
$ |
14,000 |
|
There were no shares issued through the DRIP for the three months ended March 31, 2024.
As of March 31, 2025 and December 31, 2024, Comvest Group Holdings SPV II LLC, a wholly-owned subsidiary of an affiliate of Comvest Partners, owned 409 and 409, respectively, of the Fund's Class I shares, Feeder Fund I owned 6,258,234 and 4,854,006, respectively, of the Fund's Class I shares, and Feeder Fund II owned 4,450,581 and 3,091,288, respectively, of the Fund's Class I shares.
Distributions and Dividends
Distributions paid during the three months ended March 31, 2025, totaled $5,656. Distributions paid during the three months ended March 31, 2024, totaled $594.
The following table reflects distributions declared, per share, by the Board for the three months ended March 31, 2025.
|
|
|
|
|
|
|
|
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Per Share Amount |
|
January 29, 2025 |
|
January 30, 2025 |
|
February 21, 2025 |
|
$ |
0.16 |
|
February 27, 2025 |
|
February 27, 2025 |
|
March 24, 2025 |
|
$ |
0.17 |
|
March 27, 2025 |
|
March 28, 2025 |
|
April 24, 2025 |
|
$ |
0.20 |
|
The following table reflects distributions declared, per share, by the Board for the three months ended March 31, 2024.
|
|
|
|
|
|
|
|
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Per Share Amount |
|
March 27, 2024 |
|
March 27, 2024 |
|
March 28, 2024 |
|
$ |
0.54 |
|
Distributions to the Fund’s shareholders are recorded on the record date as set by the Fund’s Board. The Fund intends to make distributions to its shareholders that will be sufficient to enable the Fund to qualify and maintain its status as a RIC. For the year ended December 31, 2024, the Fund distributed net investment income on a quarterly basis. Beginning in January 2025, the Fund commenced monthly distributions and intends to distribute approximately all of its net investment income no less frequently than monthly and substantially all of its taxable income on an annual basis, except that the Fund may retain certain net capital gains for reinvestment.
The Fund has adopted a DRIP whereby shareholders, at the time of completing their subscription agreement, must select whether to receive their distributions in cash or automatically reinvest such distributions in additional shares.
Note 8—Net Assets
The following table reflects the net assets activity for the three months ended March 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Shares - par |
|
|
Additional paid in capital |
|
|
Total distributable earnings (accumulated deficit) |
|
|
Total net assets |
|
Balance as of December 31, 2024 |
|
|
7,945,702 |
|
|
$ |
8 |
|
|
$ |
199,800 |
|
|
$ |
1,462 |
|
|
$ |
201,270 |
|
Issuance of shares, net of issuance costs |
|
|
2,769,568 |
|
|
|
3 |
|
|
|
70,150 |
|
|
|
— |
|
|
|
70,153 |
|
Distributions to shareholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,656 |
) |
|
|
(5,656 |
) |
Net investment income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,817 |
|
|
|
5,817 |
|
Net change in unrealized gain (loss) on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
896 |
|
|
|
896 |
|
Balance as of March 31, 2025 |
|
|
10,715,270 |
|
|
$ |
11 |
|
|
$ |
269,950 |
|
|
$ |
2,519 |
|
|
$ |
272,480 |
|
The following table reflects the net assets activity for the three months ended March 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Shares - par |
|
|
Additional paid in capital |
|
|
Total distributable earnings (accumulated deficit) |
|
|
Total net assets |
|
Balance as of December 31, 2023 |
|
|
1,100,409 |
|
|
$ |
1 |
|
|
$ |
27,529 |
|
|
$ |
(17 |
) |
|
$ |
27,513 |
|
Issuance of shares, net of issuance costs |
|
|
561,122 |
|
|
|
1 |
|
|
|
13,999 |
|
|
|
— |
|
|
|
14,000 |
|
Distributions to shareholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(594 |
) |
|
|
(594 |
) |
Net investment income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
646 |
|
|
|
646 |
|
Net change in unrealized gain (loss) on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(106 |
) |
|
|
(106 |
) |
Balance as of March 31, 2024 |
|
|
1,661,531 |
|
|
$ |
2 |
|
|
$ |
41,528 |
|
|
$ |
(71 |
) |
|
$ |
41,459 |
|
Note 9—Earnings Per Share
Basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of March 31, 2025 and December 31, 2024, there were no dilutive securities. The following information sets forth the computation of the weighted average basic and diluted net change in net assets per share resulting from operations for the three months ended March 31, 2025 and 2024.
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
|
2025 |
|
|
2024 |
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
6,713 |
|
|
$ |
540 |
|
Weighted average shares of shares outstanding - basic and diluted |
|
|
10,684,405 |
|
|
|
1,125,074 |
|
Earnings (loss) per share of shares - basic and diluted |
|
$ |
0.63 |
|
|
$ |
0.49 |
|
Note 10—Financial Highlights
The following is a schedule of financial highlights for the three months ended March 31, 2025 and 2024.
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
|
2025 |
|
|
2024 |
|
Per Share Operating Performance |
|
|
|
|
|
|
Net Asset Value, Beginning of Period: |
|
$ |
25.33 |
|
|
$ |
25.00 |
|
Results of Operations:(1) |
|
|
|
|
|
|
Net Investment Income (Loss) |
|
|
0.54 |
|
|
|
0.57 |
|
Net Realized and Unrealized Gain (Loss) on Investments |
|
|
0.09 |
|
|
|
(0.08 |
) |
Net Increase (Decrease) in Net Assets Resulting from Operations |
|
|
0.63 |
|
|
|
0.49 |
|
Distributions to Shareholders |
|
|
|
|
|
|
Distributions from Net Investment Income(2) |
|
|
(0.53 |
) |
|
|
(0.54 |
) |
Net Decrease in Net Assets Resulting from Distributions |
|
|
(0.53 |
) |
|
|
(0.54 |
) |
Net Asset Value, End of Period |
|
$ |
25.43 |
|
|
$ |
24.95 |
|
Shares Outstanding, End of Period |
|
|
10,715,270 |
|
|
|
1,661,531 |
|
Total return(3)(4) |
|
|
2.49 |
% |
|
|
1.96 |
% |
Net assets, end of period |
|
$ |
272,480 |
|
|
$ |
41,459 |
|
Ratio/Supplemental Data |
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
10,684,405 |
|
|
|
1,125,074 |
|
Ratio of net investment income (loss) to average net assets without waivers(5) |
|
|
8.8 |
% |
|
|
(4.20 |
%) |
Ratio of net investment income (loss) to average net assets with waivers(5) |
|
|
9.3 |
% |
|
|
9.24 |
% |
Ratio of total expenses to average net assets without waivers(5) |
|
|
11.2 |
% |
|
|
14.89 |
% |
Ratio of total expenses to average net assets with waivers(5) |
|
|
10.8 |
% |
|
|
1.44 |
% |
Asset coverage ratio(6) |
|
|
193.8 |
% |
|
N/A |
|
Portfolio turnover rate(4) |
|
|
0.96 |
% |
|
|
1.23 |
% |
(1)The per common share data was derived using weighted average shares outstanding.
(2)The tax character of distributions is determined based on the total amount of taxable income for the full tax year and cannot be confirmed until after the close of the tax year. Accordingly, the tax character of the Company’s distributions as denoted herein may be re-characterized later based on taxable income for the full tax year.
(3)Total return is calculated assuming a purchase of shares of common stock at the current net asset value on the first day and a sale at the current net asset value on the last day of the period reported.
(6)Asset coverage ratio is presented as of March 31, 2025 and March 31, 2024, respectively.
Note 11—Subsequent Events
The Fund has evaluated subsequent events through the filing of this Form 10-Q and has determined that no material events or transactions occurred through the issuance date of the Fund's financial statements which require additional disclosure in or adjustment of the Fund's consolidated financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information in management’s discussion and analysis of financial conditions and results of operations relates to AMG Comvest Senior Lending Fund (collectively, "we", "us", "our", or the "Fund").
Forward-Looking Statements
The information contained in this section should be read in conjunction with the financial data and consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q (the "Report"). Some of the statements in this Report (including in the following discussion) constitute forward-looking statements, which relate to future events, future performance, or our financial condition. The forward-looking statements contained in this section involve a number of risks and uncertainties, including:
•future changes in laws or regulations and conditions in the Fund’s operating areas;
•the general economy, including the impact of interest and inflation rates, on the industries in which we invest;
•our future operating results, our business prospects, the adequacy of our cash resources and working capital, and the impact of inflation and rising interest rates;
•the ability of our portfolio companies to achieve their objectives;
•our ability to make investments consistent with our investment objectives, including with respect to the size, nature and terms of those investments;
•the ability of Comvest Credit Managers, LLC (the "Investment Adviser") and its affiliates to retain talented professionals;
•interest rate volatility; and
•the risk factors set forth in Part I—Item 1A.—Risk Factors, contained in our annual report on Form 10-K for the year ended December 31, 2024, and in this Report.
Forward-looking statements are identified by their use of such terms and phrases such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "target", "will", "would" or similar expressions. Actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in Part I—Item 1A.—Risk Factors contained in our annual report on Form 10-K for the year ended December 31, 2024, and in this Report.
We have based the forward-looking statements included in this Report on information available to us on the date of this Report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures we may make directly to you or through reports filed or to be filed with the U.S. Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview
The Fund is an externally managed, diversified, closed-end management investment company that has elected to be regulated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act") and has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund was formed as Comvest Credit Partners BDC Fund, L.P. on June 28, 2023 as a limited partnership under the laws of the state of Delaware. The Fund changed its name to AMG Comvest Senior Lending Fund on October 23, 2023 and converted to a Delaware statutory trust by operation of law on October 24, 2023. The Fund commenced operations on September 29, 2023 ("Inception Date") and commenced investment operations on October 18, 2023.
The Fund previously offered its common shares pursuant to the terms set forth in the Fund’s Confidential Private Placement Memorandum and subscription agreements that it entered into with investors in connection with its private offering of common shares (the "Private Offering") (each, a "Subscription Agreement"). The common shares in the Private Offering were sold under the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), only to investors that are "accredited investors" in accordance with Rule 506 of Regulation D promulgated under the Securities Act, and other exemptions of similar import
in the laws of the states and jurisdictions where the Private Offering was made. The Fund’s final Closing under the Private Offering occurred on December 13, 2024. All common shares issued under the Private Offering are now classified as Class I shares (the "Shares").
On December 13, 2024, the Fund received a notice of effectiveness related to the Fund’s N-2 Registration Statement (the "Registration Statement"). Pursuant to the Registration Statement, the Fund intends to publicly offer on a continuous basis up to $2.0 billion of the Shares (the "Public Offering").
On March 14, 2025, the SEC issued the Fund an exemptive order ("Multi-Class Order") that permits the Fund to offer multiple classes of its Shares. Under the Multi-Class Order, the Fund may issue Class S, Class D, Class F and Class I shares.
The Fund is managed by the Investment Adviser, a Delaware limited liability company and an affiliate of Comvest Capital Advisors LLC and Comvest Credit Advisors LLC (collectively, "Comvest Partners"). The Investment Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act"). The Investment Adviser oversees the management of the Fund’s activities and is responsible for making investment decisions with respect to the Fund’s portfolio.
Our investment objective is to generate current income and capital appreciation. Our primary focus is to provide risk-adjusted returns and current income to investors by investing primarily in middle-market companies with earnings before interest, taxes, depreciation and amortization ("EBITDA") generally between $10 million and $100 million within a wide range of industries, although the Fund intends to focus on industries in which the Investment Adviser and its affiliates have investing experience and access to operating resources, including but not limited to healthcare, financial services, business & technology services, industrials, consumer products, and franchisors/retail.
On March 11, 2024, the Fund established AMG Comvest Senior Lending Blocker MF SPV, LLC ("Subsidiary I"), a wholly-owned subsidiary and Delaware limited liability company to hold equity securities of portfolio companies organized as a pass-through entity while continuing to satisfy the requirements of a RIC under the Code. Subsidiary I has filed an election to be treated as a corporation for tax purposes.
On April 15, 2024, the Fund established AMG Comvest Senior Lending Fund LLI SPV, LLC ("Subsidiary II"), a wholly-owned financing subsidiary and Delaware limited liability company, for the purpose of holding pledged investments as collateral under a Secured Loan Facility (as defined below). Subsidiary II is a disregarded entity for tax purposes.
On May 30, 2024, the Fund established AMG Comvest SLF California, LLC ("Subsidiary III", collectively with Subsidiary I and Subsidiary II, the "Subsidiaries"), a wholly-owned subsidiary and Delaware limited liability company, which has been established to acquire investments in the state of California, as required by California law. Subsidiary III is a disregarded entity for tax purposes.
Portfolio and Investment Activity
During the three months ended March 31, 2025, we made $153,097 of investments in new or existing portfolio companies and had $4,486 in aggregate amount of sales and repayments, resulting in net investments of $148,611 for the period. The total portfolio of debt investments at fair value consisted of 100% bearing variable interest rates and 0% bearing fixed interest rates.
During the three months ended March 31, 2024, we made $7,332 of investments in new or existing portfolio companies and had $268 in aggregate amount of sales and repayments, resulting in net investments of $7,064 for the period. The total portfolio of debt investments at fair value consisted of 100% bearing variable interest rates and 0% bearing fixed interest rates.
Our portfolio composition, based on fair value at March 31, 2025 was as follows.
|
|
|
|
|
|
|
|
|
|
|
Percentage of Total Portfolio |
|
|
Weighted Average Current Yield for Total Portfolio |
|
First Lien Senior Secured |
|
|
93.6 |
% |
|
|
9.5 |
% |
Second Lien Senior Secured |
|
|
1.8 |
% |
|
|
0.2 |
% |
Equity |
|
|
1.1 |
% |
|
|
— |
|
Warrants |
|
|
0.0 |
% |
|
|
— |
|
Cash Equivalents |
|
|
3.5 |
% |
|
|
— |
|
Total |
|
|
100.0 |
% |
|
|
9.7 |
% |
Our portfolio composition, based on fair value at December 31, 2024 was as follows.
|
|
|
|
|
|
|
|
|
|
|
Percentage of Total Portfolio |
|
|
Weighted Average Current Yield for Total Portfolio |
|
First Lien Senior Secured |
|
|
96.2 |
% |
|
|
9.9 |
% |
Equity |
|
|
1.5 |
% |
|
|
— |
% |
Warrants |
|
|
— |
% |
|
|
— |
% |
Cash Equivalents |
|
|
2.3 |
% |
|
|
— |
% |
Total |
|
|
100 |
% |
|
|
9.9 |
% |
Portfolio Asset Quality
Our Investment Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all debt investments on a scale of 1 to 6 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio debt investment relative to the inherent risk at the time the original debt investment was made (i.e., at the time of acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors.
|
|
|
Loan Rating |
|
Summary Description |
1 |
|
Investments that are performing at or above expectations. No issues or foreseen issues on performance, covenants, liquidity, etc. The credit is expected to be repaid at or prior to maturity through available cash flow or to be refinanced. |
|
|
|
2 |
|
Investments that are performing substantially within our expectations, with the risks remaining neutral or favorable. All new loans are initially rated 2. The credit is expected to be repaid at or prior to maturity through available cash flow or to be refinanced by a third party. |
|
|
|
3 |
|
Investments that are performing below our expectations and that require closer monitoring, but where we expect no loss of investment return or principal. |
|
|
|
4 |
|
Investments that are performing below our expectations and for which risk has increased since the original investment. Although the loan is underperforming, there is not a high likelihood of any loss of principal or interest but there may be a possibility for equity returns, one-time fees or capitalized interest (if applicable) to be implied. |
|
|
|
5 |
|
Investments that are performing substantially below our expectations and whose risks have increased substantially since the original investment. Typically, the borrower will be in default, or the loan will have been modified to address a default or the loan may be past due. |
|
|
|
6 |
|
Investments that are performing poorly; it is unlikely that the enterprise or asset values currently exceed the debt and/or material reduction in enterprise value is reasonably foreseen. |
The Investment Adviser focuses on downside protection by leveraging existing rights available under the credit documents; however, for investments that are significantly underperforming, which may need to be restructured, the Investment Adviser’s workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Investment Committee.
The weighted average risk rating of our investments based on fair value was 2.0 as of March 31, 2025. As of March 31, 2025, the Fund had one portfolio company on non-accrual status. Refer to Note 2—Summary of Significant Accounting Policies for additional details regarding the Fund’s non-accrual policy.
The following table shows the distribution of our investments on the 1 to 6 investment rating scale at fair value as of March 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Rating (in thousands) |
|
Cost |
|
|
Percent |
|
|
Fair Value |
|
|
Percent |
|
Investment Rating 1 |
|
$ |
— |
|
|
|
— |
% |
|
$ |
— |
|
|
|
— |
% |
Investment Rating 2 |
|
|
545,055 |
|
|
|
99.7 |
|
|
|
547,927 |
|
|
|
99.7 |
|
Investment Rating 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Investment Rating 4 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Investment Rating 5 |
|
|
1,851 |
|
|
|
0.3 |
|
|
|
1,408 |
|
|
|
0.3 |
|
Investment Rating 6 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
546,906 |
|
|
|
100.0 |
% |
|
$ |
549,335 |
|
|
|
100.0 |
% |
The weighted average risk rating of our investments based on fair value was 2.0 as of December 31, 2024. As of December 31, 2024, the Fund had one portfolio company on non-accrual status. Refer to Note 2—Summary of Significant Accounting Policies for additional details regarding the Fund’s non-accrual policy.
The following table shows the distribution of our investments on the 1 to 6 investment rating scale at fair value as of December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Rating (in thousands) |
|
Cost |
|
|
Percent |
|
|
Fair Value |
|
|
Percent |
|
Investment Rating 1 |
|
$ |
— |
|
|
|
— |
% |
|
$ |
— |
|
|
|
— |
% |
Investment Rating 2 |
|
|
395,825 |
|
|
|
99.5 |
% |
|
|
397,785 |
|
|
|
99.6 |
% |
Investment Rating 3 |
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
% |
Investment Rating 4 |
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
% |
Investment Rating 5 |
|
|
1,918 |
|
|
|
0.5 |
% |
|
|
1,483 |
|
|
|
0.4 |
% |
Investment Rating 6 |
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
% |
Total |
|
$ |
397,743 |
|
|
|
100.0 |
% |
|
$ |
399,268 |
|
|
|
100.0 |
% |
The following table shows the amortized cost and fair value of our performing and non-accrual investments as of the following periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
Portfolio Company |
|
Amortized Cost |
|
|
Fair Value |
|
|
Amortized Cost |
|
|
Fair Value |
|
Performing |
|
$ |
545,055 |
|
|
$ |
547,927 |
|
|
$ |
395,825 |
|
|
$ |
397,785 |
|
Non-accrual |
|
|
1,851 |
|
|
|
1,408 |
|
|
|
1,918 |
|
|
|
1,483 |
|
Total |
|
$ |
546,906 |
|
|
$ |
549,335 |
|
|
$ |
397,743 |
|
|
$ |
399,268 |
|
The following table shows the weighted average rate, spread over the reference rate of floating rate and fees of investments originated during the three months ended March 31, 2025.
|
|
|
|
|
Weighted average rate of new investment fundings |
|
|
9.41 |
% |
Weighted average spread over the reference rate of new floating rate investment fundings |
|
|
5.56 |
% |
Weighted average OID fees of new investment fundings |
|
|
— |
% |
The following table shows the weighted average rate, spread over the reference rate of floating rate and fees of investments originated during the three months ended March 31, 2024.
|
|
|
|
|
Weighted average rate of new investment fundings |
|
|
10.97 |
% |
Weighted average spread over the reference rate of new floating rate investment fundings |
|
|
5.63 |
% |
Weighted average OID fees of new investment fundings |
|
|
1.66 |
% |
RESULTS OF OPERATIONS
Our operating results for the three months ended March 31, 2025, was as follows (dollars in thousands).
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2025 |
|
Total investment income |
|
$ |
12,606 |
|
Less: Net expenses |
|
|
6,789 |
|
Net investment income |
|
|
5,817 |
|
Net change in unrealized income (losses) on investments |
|
|
896 |
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
6,713 |
|
Our operating results for the three months ended March 31, 2024, was as follows (dollars in thousands).
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2024 |
|
Total investment income |
|
$ |
747 |
|
Less: Net expenses |
|
|
101 |
|
Net investment income |
|
|
646 |
|
Net change in unrealized income (losses) on investments |
|
|
(106 |
) |
Net increase (decrease) in net assets resulting from operations |
|
$ |
540 |
|
Investment Income
Investment income for the three months ended March 31, 2025, was driven by deployment of capital and interest income from our investments. The composition of our investment income was as follows (dollars in thousands).
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2025 |
|
Interest from investments |
|
$ |
12,410 |
|
Fee income |
|
|
196 |
|
Total investment income |
|
$ |
12,606 |
|
Investment income for the three months ended March 31, 2024, was driven by deployment of capital and interest income from our investments. The composition of our investment income was as follows (dollars in thousands).
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2024 |
|
Interest from investments |
|
$ |
733 |
|
Fee income |
|
|
14 |
|
Total investment income |
|
$ |
747 |
|
Operating Expenses
The composition of our operating expenses for the three months ended March 31, 2025, was as follows (dollars in thousands).
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2025 |
|
Management fees |
|
$ |
837 |
|
Incentive fees |
|
|
924 |
|
Administrative expenses |
|
|
168 |
|
Interest expense |
|
|
4,098 |
|
Professional fees |
|
|
331 |
|
Trustees' fees |
|
|
53 |
|
Organizational and offering expenses |
|
|
436 |
|
Other general expenses |
|
|
209 |
|
Fee waivers |
|
|
— |
|
Expense reimbursement |
|
|
(267 |
) |
Net expenses |
|
$ |
6,789 |
|
The composition of our operating expenses for the three months ended March 31, 2024, was as follows (dollars in thousands).
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2024 |
|
Management fees |
|
$ |
87 |
|
Incentive fees |
|
|
81 |
|
Administrative expenses |
|
|
17 |
|
Professional fees |
|
|
623 |
|
Trustees' fees |
|
|
41 |
|
Organizational and offering expenses |
|
|
110 |
|
Other general expenses |
|
|
82 |
|
Fee waivers |
|
|
(185 |
) |
Expense reimbursement |
|
|
(755 |
) |
Net expenses |
|
$ |
101 |
|
Net Realized Gains (Losses) and Net Change in Unrealized Gains (Losses) on Investments
Net realized gains (losses) and net change in unrealized gains (losses) on investments for the three months ended March 31, 2025, were as follows (dollars in thousands).
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2025 |
|
Net realized gains (losses) |
|
|
|
Non-controlled, non-affiliated investments |
|
$ |
— |
|
Total net realized gains (losses) |
|
|
— |
|
Net change in unrealized gains (losses) on investments |
|
|
|
Non-controlled, non-affiliated investments |
|
|
904 |
|
Net change in deferred tax liability |
|
|
(8 |
) |
Total net change in unrealized gains (losses) on investments |
|
|
896 |
|
Total net realized and unrealized gains (losses) |
|
$ |
896 |
|
Net realized gains (losses) and net change in unrealized gains (losses) on investments for the three months ended March 31, 2024, were as follows (dollars in thousands).
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2024 |
|
Net realized gains (losses) |
|
|
|
Non-controlled, non-affiliated investments |
|
$ |
— |
|
Total net realized gains (losses) |
|
|
— |
|
Net change in unrealized gains (losses) on investments |
|
|
|
Non-controlled, non-affiliated investments |
|
|
(106 |
) |
Total net change in unrealized gains (losses) on investments |
|
|
(106 |
) |
Total net realized and unrealized gains (losses) |
|
$ |
(106 |
) |
Recent Developments
None.
Liquidity and Capital Resources
We generate cash from (1) net proceeds of our continuous offering of Common Shares, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders. Our primary uses of cash are to (1) originate investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) fund the cost of operations (including expenses, the Management Fee and, to the extent permitted under the 1940 Act, any indemnification obligations), (3) pay debt service of any borrowings and (4) pay cash distributions to our shareholders.
As of March 31, 2025 and December 31, 2024, our debt consisted of an asset-based leverage facility, and short-term borrowings related to repurchase obligations. We have entered into, and expect to continue to enter into, additional credit facilities, increase the size of our existing facilities, or issue additional debt securities, including securitizations, unsecured debt, or other forms of debt. Any such
incurrence would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions, and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities, or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%.
As of March 31, 2025 and December 31, 2024, our asset coverage ratios were 193.8% and 191.0%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.
Cash and cash equivalents on hand as of March 31, 2025, taken together with our available debt capacity and any capital commitments, is expected to be sufficient for our investing activities and to conduct our operations in the near future.
Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funding for long-term cash needs will come from any cash or liquid assets, in addition to unused net proceeds from financing activities. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.
Although we have historically been able to obtain sufficient borrowing capacity, a deterioration in economic conditions or other adverse developments could restrict our access to financing in the future. We may be unable to secure new financing for investments or liquidity needs or may only do so on less favorable terms. These limitations could reduce our ability to make new investments and negatively affect our operating results.
As of March 31, 2025, we had $19,640 in cash and cash equivalents. During the three months ended March 31, 2025, we used $131,742 in cash for operating activities, primarily as a result of funding portfolio investments of $153,097 and partially offset by other operating activities of $21,355. Cash provided by financing activities was $132,362 during the period, primarily the result of proceeds from the issuance of common shares and debt borrowings of $70,150 and $67,865, respectively. Additionally, we distributed $5,653 in cash distributions.
Taxation as a RIC
We have elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any income that we distribute as dividends for U.S. federal income tax purposes to our shareholders. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to maintain RIC tax treatment, we must distribute to our shareholders, for each tax year, an amount equal to at least 90% of our "investment company taxable income," which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net long-term capital loss and determined without regard to any deduction for dividends paid. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gains not distributed (or deemed distributed) to our shareholders. If we fail to qualify as a RIC, we will be subject to U.S. federal income tax at the regular corporate rates on our income and capital gains.
Additionally, in order to avoid the imposition of a U.S. federal excise tax, we are required to distribute, in respect of each calendar year, dividends to our shareholders of an amount at least equal to the sum of 98% of our calendar year net ordinary income (taking into account certain deferrals and elections); 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one year period ending on October 31 of such calendar year; and any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which we previously did not incur any U.S. federal income tax. If we fail to qualify as a RIC for any reason and become subject to corporate tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.
Related Party Transactions and Agreements
Investment Management Agreement
We entered into an Investment Management Agreement, dated as of October 20, 2023, which was approved by our Board of Trustees (the "Board") for an initial two-year term, under which the Investment Adviser, subject to the overall supervision of our Board manages the day-to-day operations of, and provides investment advisory services to us. Affiliates of the Investment Adviser also provide investment advisory services to other funds that have investment mandates that are similar, in whole and in part, with ours. The Investment Adviser has adopted policies designed to manage and mitigate the conflicts of interest associated with the allocation of investment opportunities among multiple funds. In addition, any affiliated fund currently formed or formed in the future and managed by the Investment Adviser or its affiliates may have overlapping investment objectives with our own and, accordingly, may invest in asset classes similar to those targeted by us. However, in certain instances due to regulatory, tax, investment, or other restrictions, certain investment opportunities may not be appropriate for either us or other funds managed by the Investment Adviser or its affiliates.
Administration Agreement
On October 20, 2023, we entered into an administration agreement (the "Administration Agreement") with AMG Funds LLC, a Delaware limited liability company and wholly-owned subsidiary of AMG (the "Administrator"). Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services necessary for the operation of the Fund, 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 Fund’s 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 Administrator may also provide on our behalf managerial assistance to our portfolio companies.
The Administrator has retained a sub-administrator (the "Sub-Administrator") to perform some of its obligations under the Administration Agreement. The Sub-Administrator receives compensation for its sub-administrative services under the sub-administration agreement. In addition, we have entered into an agreement, pursuant to which the Sub-Administrator provides us with accounting services (the "Fund Accounting Services Agreement"). We will reimburse the Sub-Administrator for all reasonable costs and expenses incurred by the Sub-Administrator in providing these services under the Fund Accounting Servicing Agreement.
Managing Dealer Agreement
We entered into a Managing Dealer Agreement (the "Managing Dealer Agreement") with AMG Distributors, Inc. (the "Managing Dealer") , pursuant to which the Managing Dealer agreed to, among other things, manage our relationships with third-party brokers engaged by the Managing Dealer to participate in the distribution of shares, which we refer to as "participating brokers," and financial advisors. The Managing Dealer also coordinates our marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of the offering, our investment strategies, material aspects of our operations and subscription procedures.
Either party may terminate the Managing Dealer Agreement upon 60 days’ written notice to the other party or immediately upon notice to the other party in the event that such other party fails to comply with a material provision of the Managing Dealer Agreement. Our obligations under the Managing Dealer Agreement to pay the shareholder servicing and/or distribution fees with respect to the Class S, Class D and Class F shares distributed in this offering, to the extent that we receive an exemptive order, as described therein shall survive termination of the agreement until such shares are no longer outstanding (including such shares that have been converted into Class I shares, as described above).
Second Amended and Restated Expense Limitation and Reimbursement Agreement
We entered into a Second Amended and Restated Expense Limitation and Reimbursement Agreement with the Investment Adviser and the Administrator on October 25, 2024, which will terminate on May 1, 2026, unless renewed by mutual agreement of the Investment Adviser, the Administrator, and the Fund, or unless otherwise terminated by the Fund’s Board upon at least thirty (30) days written notice to the Investment Adviser and the Administrator (the "Second Amended and Restated Expense Limitation and Reimbursement Agreement"). Pursuant to the Second Amended and Restated Expense Limitation and Reimbursement Agreement, the Investment Adviser and the Administrator are obligated to pay, absorb or reimburse all of our operating costs and expenses incurred, including, but not limited to organization and offering costs and legal, administration, accounting, printing, mailing, subscription processing and filing fees and expenses, as determined in accordance with generally accepted accounting principles for investment companies ("Operating Expenses") (x) above 1.25% of the value of the Fund’s quarterly net assets as of the beginning of the first calendar day of the applicable quarter adjusted for any share issuances or repurchases during the applicable quarter during the period of time that the Fund operates as a privately offered, non-traded BDC and (y) above 1.25% of the value of the Fund’s monthly net assets as of the beginning of the first calendar day of the applicable month adjusted for any share issuances or repurchases during the applicable month during the period of time that the Fund operates as a publicly-offered, non-traded BDC (each such payment, absorption or reimbursement, a "Required Expense Payment"). Any Required Expense Payment must be paid by the Investment Adviser and the Administrator in any combination of cash or other immediately available funds and/or offset against amounts due from us to the Investment Adviser, the Administrator, or their affiliates.
Distributions and Dividends
Distributions declared for the three months ended March 31, 2025, totaled $5,656.
The following table reflects cash distributions, including dividends and returns of capital, if any, per share that have been declared by our Board as of the three months ended March 31, 2025:
|
|
|
|
|
|
|
|
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Per Share Amount |
|
January 29, 2025 |
|
January 30, 2025 |
|
February 21, 2025 |
|
$ |
0.16 |
|
February 27, 2025 |
|
February 27, 2025 |
|
March 24, 2025 |
|
$ |
0.17 |
|
March 27, 2025 |
|
March 28, 2025 |
|
April 24, 2025 |
|
$ |
0.20 |
|
Distributions declared for the three months ended March 31, 2024, totaled $594.
The following table reflects cash distributions, including dividends and returns of capital, if any, per share that have been declared by our Board as of the three months ended March 31, 2024:
|
|
|
|
|
|
|
|
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Per Share Amount |
|
March 27, 2024 |
|
March 27, 2024 |
|
March 28, 2024 |
|
$ |
0.54 |
|
Beginning in January 2025, we commenced paying monthly distributions to our shareholders in amounts sufficient to qualify as and maintain our status as a RIC. We intend to distribute approximately all of our net investment income no less frequently than monthly and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.
Borrowings
We are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities not represented by senior securities to total borrowings, must equal at least 150% after such borrowing, with certain limited exceptions. At our organizational meeting on October 20, 2023, the Board approved a proposal that, effective October 20, 2023, permits us to reduce our asset coverage ratio to 150%. We may in the future determine to utilize a greater amount of leverage, including for investment purposes. As of March 31, 2025, we had $290,480 par value of outstanding borrowings and our asset coverage ratio was 193.8%, compliant with the minimum asset coverage level of 150% generally required by a BDC by the 1940 Act.
Secured Loan Facility
On July 16, 2024 and as amended on March 27, 2025, Subsidiary II has entered into a Loan and Servicing Agreement (as amended, the "Secured Loan Facility"), with Sumitomo Mitsui Banking Corporation, as collateral agent, administrative agent and a lender, Webster Bank, N.A., as a lender, and Western Alliance Trust Company, N.A., as account bank, collateral custodian and collateral administrator. The Secured Loan Facility provides for borrowings in U.S. dollars up to a maximum principal amount of $400,000 thousand. Proceeds from the borrowings under the Secured Loan Facility will be used primarily to finance the purchase or origination of loans. Unless otherwise terminated, the Secured Loan Facility will mature on July 16, 2029. The interest rate on outstanding loans will be calculated by the 1-month SOFR rate plus a spread of 2.20%. Please refer to Note 6--Borrowings in the notes to our consolidated financial statements for further details on the Secured Loan Facility.
Contractual Obligations
As of March 31, 2025, we entered into an Investment Management Agreement with the Investment Adviser pursuant to the 1940 Act to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services. Payments for investment advisory services under the Advisory Agreement are described under Item 1. Financial Statements – Notes to Consolidated Financial Statements – Note 4. Related Party Transactions. Payments for administration services under the Administration Agreement are described under Item 1. Financial Statements – Notes to Consolidated Financial Statements – Note 4. Related Party Transactions. Payments for marketing and distribution services under the Managing Dealer Agreement are described under Item 1. Financial Statements – Notes to Consolidated Financial Statements – Note 4. Related Party Transactions.
Off-Balance Sheet Arrangements
As of March 31, 2025, we have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
Commitments
In the ordinary course of business, we may enter into future funding commitments. As of March 31, 2025, we had unfunded commitments on revolving credit lines and delayed draw term loans of $64,500. We maintain sufficient financial resources to satisfy unfunded commitments, including cash on hand. Please refer to Note 5—Commitments and Contingencies in the notes to our consolidated financial statements for further detail on these unfunded commitments.
Significant Accounting Estimates and Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we will evaluate our estimates, including those related to the matters described below. Actual results could differ from those estimates.
While our significant accounting policies are also described in Note 2 - Summary of Significant Accounting Policies of the notes to our consolidated financial statements appearing elsewhere in this report, we believe the following accounting policy, Valuation of Portfolio Investments, requires the most significant judgment in the preparation of our consolidated financial statements because it involves judgments and assumptions about highly complex and inherently uncertain matters. In addition, the impact of reasonably different estimates and assumptions could have a greater impact on our consolidated financial statements.
Valuation of Portfolio Investments
The Investment Adviser applies fair value accounting in accordance with GAAP and valuation policies and procedures adopted by the Board (the "Valuation Policy"). Fair value is 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 measurement date. Investments are reflected on the Fund’s Consolidated Statements of Assets and Liabilities at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the Fund’s Consolidated Statements of Operations as "Net change in unrealized gains (losses) of investments".
The Investment Adviser values the Fund’s portfolio investments in accordance with the Valuation Policy and the 1940 Act. For purposes of the 1940 Act, the Board has designated the Investment Adviser as the Fund’s Valuation Designee (the "Valuation Designee"). The Board provides oversight of the Investment Adviser’s monthly good faith fair value determinations of the Fund’s portfolio investments, including investments that are not publicly traded and those whose market prices are not readily available.
One or more independent valuation firms (each a "Valuation Agent") are engaged to independently value the Fund's investments, in consultation with the Investment Adviser. The Fund's valuation procedures, which are the procedures that are followed by such Valuation Agent are set forth in more detail below:
1) Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
2) Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
a) Bond quotes are obtained through independent pricing services. Internal reviews are performed by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and if so, the quote is used. In the event the Investment Adviser, with the assistance of the Valuation Agent, determines that the bonds quotes are not readily available or otherwise not determinable pursuant to the Fund’s valuation procedures, or not reliable, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
b) For investments other than bonds, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser, look at the number of quotes readily available and perform the following:
i) Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. If quotes from pricing services differ by +/- five points or if the spread between the bid and ask for a quote is greater than 10 points, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value;
ii) Investments for which one quote is received from a pricing service are validated by the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser. The personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser, analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. For assets where a supporting analysis is prepared, the Valuation Agent will document the selection and
appropriateness of the indices selected for yield comparison and a conclusion documenting how the yield comparison analysis supports the proposed mark. The quarterly portfolio company monitoring reports which detail the qualitative and quantitative performance of the portfolio company will also be included. If the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser, are unable to sufficiently validate the quote internally and if the investment’s par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
3) Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
a) Each portfolio company or investment is initially valued by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser;
b) The Valuation Agent undertakes a comprehensive valuation analysis, which includes an enterprise and/or collateral valuation, and subsequently a fundamental credit analysis and valuation with respect to both credit quality and market factors, for each of the portfolio companies or investments and provides a range of values on such investments to the Investment Adviser. The Valuation Agent also provides analyses to support its valuation methodology and calculations;
c) The Investment Adviser then reviews each valuation recommendation to confirm they have been calculated in accordance with the Valuation Policy;
d) The Investment Adviser determines the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser’s valuation team and, where applicable, the Valuation Agent or other external service providers; and
e) The Board provides oversight of the valuation process in accordance with Rule 2a-5, which includes a review of the quarterly reports prepared by the Investment Adviser or the Valuation Agent and the fair valuation determinations made by the Investment Adviser.
For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded.
The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. 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 fluctuate from period to period and the fluctuations could be material.
Revenue Recognition
Interest Income
Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium on investments purchased are accreted/amortized over the expected life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discounts or premiums are capitalized and amortized into interest income using the effective interest method. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income. The Fund may have loans in its portfolio that contain a payment-in-kind ("PIK") interest provision. PIK interest is accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest is added to the principal balance on the capitalization date and is generally due at maturity or when deemed by the issuer.
Fee Income
Fee income, such as structuring fees, loan monitoring, amendment, syndication, commitment, termination, and other loan fees are recognized as income when earned, either upon receipt or amortized into fee income. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan fees are recorded as fee income.
Non-accrual
Investments may be placed on non-accrual status when principal or interest payments are past due and/or when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when an investment is placed on non-accrual status.
Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment of the ultimate outcome. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.
Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss
Investment transactions are accounted for on the trade date. Gain or loss on the sale of investments is calculated using the specific identification method. Net change in unrealized gain or loss will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gain or loss, when a gain or loss is realized.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are subject to certain financial market risks, such as interest rate fluctuations. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. From March 2022 to July 2023, the Federal Reserve was periodically raising interest rates to combat inflation and maintained the same rate benchmark from July 2023 to September 2024. While the Federal Reserve cut its benchmark rate in the third and fourth quarters of 2024 for the first time since March 2020, future reductions to benchmark rates are not certain. As a result, key base interest rates, such as the Secured Overnight Financing Rate ("SOFR"), may fluctuate over time. As of March 31, 2025, 99% of investments at fair value represent floating-rate investments with a reference rate floor and none of our debt investments at fair value represent fixed-rate investments.
Because we may borrow money to make investments, our net investment income may be dependent on the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of increasing interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Generally, we believe higher yielding assets such as those in our investment portfolio do not necessarily follow a linear interest rate relationship and are less sensitive in price to interest rate changes than many other debt investments. Consequently, our net interest income (interest income less interest expense) is exposed to risks related to interest rate fluctuations.
Assuming that the interim and unaudited Consolidated Statements of Assets and Liabilities as of March 31, 2025, was to remain constant and that we took no actions to alter our interest rate sensitivity as of such date, the following table shows the annualized impact of hypothetical base rate changes in interest rates. Actual results could differ significantly from those estimated in the table.
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Interest Rates |
|
Net Increase (Decrease) in Interest Income (in thousands) |
|
|
Net Increase (Decrease) in Interest Expense (in thousands) |
|
|
Net Increase (Decrease) in Net Investment Income (in thousands) |
|
Down 100 basis points |
|
$ |
(5,386 |
) |
|
$ |
(2,905 |
) |
|
$ |
(2,481 |
) |
Down 200 basis points |
|
|
(10,772 |
) |
|
|
(5,810 |
) |
|
|
(4,962 |
) |
Up 100 basis points |
|
|
5,386 |
|
|
|
2,905 |
|
|
|
2,481 |
|
Up 200 basis points |
|
|
10,772 |
|
|
|
5,810 |
|
|
|
4,962 |
|
Up 300 basis points |
|
|
16,158 |
|
|
|
8,714 |
|
|
|
7,444 |
|
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of March 31, 2025. Based on the foregoing evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of March 31, 2025, our disclosure controls and procedures were effective in accomplishing their objectives at the reasonable assurance level that we would meet our disclosure obligations.
Changes in Internal Control Over Financial Reporting
Management has not identified any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial statements.
ITEM 1A. RISK FACTORS.
In addition to the other information set forth in this Report, you should carefully consider the factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, our structure, our financial condition, our investments and/or operating results. During the three months ended March 31, 2025, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The Fund did not make any sales of unregistered securities during the fiscal quarter ended March 31, 2025 that were not previously disclosed in a current report on Form 8-K.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended March 31, 2025, none of our trustees or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of 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 United States Securities and Exchange Commission:
* Previously filed as an exhibit to the Fund’s Annual Report on Form 10-K (File No. 814-01669), filed on March 20, 2025 and incorporated herein by reference.
** Filed herewith.
*** Furnished herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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AMG Comvest Senior Lending Fund |
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Date: May 13, 2025 |
By: |
/s/ Robert O’Sullivan |
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Name: Title: |
Robert O’Sullivan Chief Executive Officer |
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Date: May 13, 2025 |
By: |
/s/ Cecilio M. Rodriguez |
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Name: Title: |
Cecilio M. Rodriguez Chief Financial Officer |
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