COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

7. COMMITMENTS AND CONTINGENCIES

Investment Commitments

The Company has various commitments to fund investments in its portfolio as described below. As of September 30, 2024 and December 31, 2023, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to fund which are at (or substantially at) the Company’s discretion:

	As of
	September 30, 2024		December 31, 2023
Total revolving loan commitments	$	2,025	$	1,814
Less: funded commitments	(473)		(482)
Less: unavailable revolving loan commitments due to borrowing base or other covenant restrictions	(8)		—
Total net unfunded revolving loan commitments	1,544		1,332
Total delayed draw loan commitments	2,012		952
Less: unavailable delayed draw loan commitments due to borrowing base or other covenant restrictions	(16)		(13)
Total net unfunded delayed draw loan commitments	1,996		939
Total net unfunded revolving and delayed draw loan commitments	$	3,540	$	2,271

The Company’s commitment to fund delayed draw loans is generally triggered upon the satisfaction of certain pre-negotiated terms and conditions. Generally, the most significant and uncertain term requires the borrower to satisfy a specific use of proceeds covenant. The use of proceeds covenant typically requires the borrower to use the additional loans for the specific purpose of a permitted acquisition or permitted investment, for example. In addition to the use of proceeds covenant, the borrower is generally required to satisfy additional negotiated covenants (including specified leverage levels).

Also included within the total revolving loan commitments as of September 30, 2024 were commitments to issue up to $491 in letters of credit through a financial intermediary on behalf of certain portfolio companies. As of September 30, 2024, the Company had $48 in letters of credit issued and outstanding under these commitments on behalf of the portfolio companies. For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. Of these letters of credit, $25 expire in 2024, $22 expire in 2025 and $1 expire in 2026.

The Company also has commitments to co-invest in the SDLP for the Company’s portion of the SDLP’s commitments to fund delayed draw loans to certain portfolio companies of the SDLP. See Note 4 for more information.

As of September 30, 2024 and December 31, 2023, the Company was party to agreements to fund equity investment commitments as follows:

	As of
	September 30, 2024		December 31, 2023
Total equity commitments	$	196	$	169
Less: funded equity commitments	(92)		(64)
Total unfunded equity commitments	104		105
Less: equity commitments substantially at discretion of the Company	(43)		(43)
Total net unfunded equity commitments	$	61	$	62

In the ordinary course of business, the Company may sell certain of its investments to third party purchasers. In particular, in connection with the sale of certain controlled portfolio company equity investments (as well as certain other sales) the Company has, and may continue to do so in the future, agreed to indemnify such purchasers for future liabilities arising from the investments and the related sale transaction. Such indemnification provisions have given rise to liabilities in the past and may do so in the future.

In addition, in the ordinary course of business, the Company may guarantee certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable.

Lease Commitments

The Company is currently obligated under an operating lease pursuant to which it is leasing office facilities from a third party with a remaining term of approximately three years and for the nine months ended September 30, 2023, the Company was obligated under a number of operating leases pursuant to which it was leasing office facilities from third parties with remaining terms ranging from approximately one to four years. For such operating lease, the Company had previously entered into subleases. The components of operating lease expense for the three and nine months ended September 30, 2024 and 2023 were as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease costs	$	1	$	3	$	3	$	7
Less: sublease income	(1)		(3)		(3)		(7)
Total operating lease costs(1)	$	—	$	—	$	—	$	—

________________________________________

(1)Total operating lease costs are incurred from office leases assumed as part of the Company’s acquisition of American Capital, Ltd.

Supplemental cash flow information related to operating leases for the three and nine months ended September 30, 2024 and 2023 were as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	2	$	4	$	6	$	12
Operating ROU assets obtained in exchange for operating lease liabilities	$	1	$	2	$	3	$	6

Supplemental balance sheet information as of September 30, 2024 and December 31, 2023 related to operating leases were as follows:

	As of
	September 30, 2024			December 31, 2023
Operating lease ROU assets	$	7		$	10
Operating lease liabilities	$	13		$	17
Weighted average remaining lease term (in years)	2.2			2.9
Weighted average discount rate	5.2		%	4.8		%

The following table shows future minimum lease payments under the Company’s operating leases and a reconciliation to the operating lease liability as of September 30, 2024:

	Amount
2024	$	2
2025	6
2026	6
Total lease payments	14
Less imputed interest	(1)
Total operating lease liabilities	$	13

The following table shows future expected rental payments to be received under the Company’s subleases where the Company is the sublessor as of September 30, 2024:

	Amount
2024	$	1
2025	4
2026	4
Total	$	9

COMMITMENTS AND CONTINGENCIES

7. COMMITMENTS AND CONTINGENCIES

Investment Commitments

The Company has various commitments to fund investments in its portfolio as described below. As of September 30, 2024 and December 31, 2023, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to fund which are at (or substantially at) the Company’s discretion:

	As of
	September 30, 2024		December 31, 2023
Total revolving loan commitments	$	2,025	$	1,814
Less: funded commitments	(473)		(482)
Less: unavailable revolving loan commitments due to borrowing base or other covenant restrictions	(8)		—
Total net unfunded revolving loan commitments	1,544		1,332
Total delayed draw loan commitments	2,012		952
Less: unavailable delayed draw loan commitments due to borrowing base or other covenant restrictions	(16)		(13)
Total net unfunded delayed draw loan commitments	1,996		939
Total net unfunded revolving and delayed draw loan commitments	$	3,540	$	2,271

The Company’s commitment to fund delayed draw loans is generally triggered upon the satisfaction of certain pre-negotiated terms and conditions. Generally, the most significant and uncertain term requires the borrower to satisfy a specific use of proceeds covenant. The use of proceeds covenant typically requires the borrower to use the additional loans for the specific purpose of a permitted acquisition or permitted investment, for example. In addition to the use of proceeds covenant, the borrower is generally required to satisfy additional negotiated covenants (including specified leverage levels).

Also included within the total revolving loan commitments as of September 30, 2024 were commitments to issue up to $491 in letters of credit through a financial intermediary on behalf of certain portfolio companies. As of September 30, 2024, the Company had $48 in letters of credit issued and outstanding under these commitments on behalf of the portfolio companies. For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. Of these letters of credit, $25 expire in 2024, $22 expire in 2025 and $1 expire in 2026.

The Company also has commitments to co-invest in the SDLP for the Company’s portion of the SDLP’s commitments to fund delayed draw loans to certain portfolio companies of the SDLP. See Note 4 for more information.

As of September 30, 2024 and December 31, 2023, the Company was party to agreements to fund equity investment commitments as follows:

	As of
	September 30, 2024		December 31, 2023
Total equity commitments	$	196	$	169
Less: funded equity commitments	(92)		(64)
Total unfunded equity commitments	104		105
Less: equity commitments substantially at discretion of the Company	(43)		(43)
Total net unfunded equity commitments	$	61	$	62

In the ordinary course of business, the Company may sell certain of its investments to third party purchasers. In particular, in connection with the sale of certain controlled portfolio company equity investments (as well as certain other sales) the Company has, and may continue to do so in the future, agreed to indemnify such purchasers for future liabilities arising from the investments and the related sale transaction. Such indemnification provisions have given rise to liabilities in the past and may do so in the future.

In addition, in the ordinary course of business, the Company may guarantee certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable.

Lease Commitments

The Company is currently obligated under an operating lease pursuant to which it is leasing office facilities from a third party with a remaining term of approximately three years and for the nine months ended September 30, 2023, the Company was obligated under a number of operating leases pursuant to which it was leasing office facilities from third parties with remaining terms ranging from approximately one to four years. For such operating lease, the Company had previously entered into subleases. The components of operating lease expense for the three and nine months ended September 30, 2024 and 2023 were as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease costs	$	1	$	3	$	3	$	7
Less: sublease income	(1)		(3)		(3)		(7)
Total operating lease costs(1)	$	—	$	—	$	—	$	—

________________________________________

(1)Total operating lease costs are incurred from office leases assumed as part of the Company’s acquisition of American Capital, Ltd.

Supplemental cash flow information related to operating leases for the three and nine months ended September 30, 2024 and 2023 were as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	2	$	4	$	6	$	12
Operating ROU assets obtained in exchange for operating lease liabilities	$	1	$	2	$	3	$	6

Supplemental balance sheet information as of September 30, 2024 and December 31, 2023 related to operating leases were as follows:

	As of
	September 30, 2024			December 31, 2023
Operating lease ROU assets	$	7		$	10
Operating lease liabilities	$	13		$	17
Weighted average remaining lease term (in years)	2.2			2.9
Weighted average discount rate	5.2		%	4.8		%

The following table shows future minimum lease payments under the Company’s operating leases and a reconciliation to the operating lease liability as of September 30, 2024:

	Amount
2024	$	2
2025	6
2026	6
Total lease payments	14
Less imputed interest	(1)
Total operating lease liabilities	$	13

The following table shows future expected rental payments to be received under the Company’s subleases where the Company is the sublessor as of September 30, 2024:

	Amount
2024	$	1
2025	4
2026	4
Total	$	9