Class N Redeemable Common Stock

12 Months Ended

Dec. 31, 2023

The following table details our Class N redeemable common stock activity with MassMutual:


$ in thousands, except share amounts	December 31, 2023			December 31, 2022			December 31, 2021
	Shares	Amount		Shares	Amount		Shares	Amount
Class N Redeemable Common Stock issued	16,320,994	$	481,299	16,061,114	$	473,415	9,760,987	$	271,526
Class N Redeemable Common Stock repurchased	2,537,790	$	74,795	2,537,790	$	74,795	2,388,175	$	70,000

For the year ended December 31, 2023, we recorded a decrease to Class N redeemable common stock and an increase to additional paid-in capital of $35.0 million to adjust the value of the Class N shares held by MassMutual to our December 31, 2023 NAV per Class N share. For the years ended December 31, 2022 and 2021, we recorded an increase to Class N redeemable common stock and a decrease to additional paid-in capital of $10.9 million and $24.1 million, respectively, to adjust the value of the Class N shares held by MassMutual to our December 31, 2022 and 2021 NAV per Class N share. The change in the redemption value does not affect income available to common stockholders.

MassMutual committed to purchase $400.0 million of Class N common stock in our Class N Private Offering and has fully met its commitment as of December 31, 2023.

Through December 31, 2024, we may choose to repurchase Class N shares from MassMutual on a monthly basis at the then current Class N transaction price in an amount with an aggregate repurchase price no greater than (1) the aggregate purchase price paid by MassMutual for Class N shares less (2) $200.0 million less (3) the aggregate repurchase price paid to MassMutual by the Company. In any month, however, MassMutual may require us to make or elect to forego the next monthly repurchase. Under the terms of MassMutual’s subscription agreements, through December 31, 2024, we may require MassMutual to purchase additional Class N shares, in an amount equal to the aggregate purchase price paid by MassMutual for Class N shares that were subsequently repurchased by us.

Beginning January 1, 2025 and continuing until we have repurchased $200.0 million of MassMutual shares, we are required to repurchase MassMutual shares on a monthly basis, subject to certain thresholds based on monthly net offering proceeds. In any month, MassMutual may choose to waive our obligation to repurchase shares. We are required to limit repurchases to ensure that the aggregate NAV of MassMutual shares is at least $50.0 million.

Beginning January 1, 2025, MassMutual holds the right to request that we repurchase MassMutual shares on a monthly basis, subject to thresholds based on monthly net offering proceeds and the Company’s NAV. This right to request that we repurchase MassMutual shares is in addition to the requirement to repurchase MassMutual shares described in the preceding paragraph.

MassMutual shares are not eligible for repurchase under our share repurchase plan.

Exchange Rights and Registration Agreement

We have entered into an exchange rights and registration agreement with MassMutual (the “Registration Rights Agreement”). After September 28, 2025, MassMutual may require us to exchange all or a portion of its Class N shares for any class of shares of our common stock being sold in the Primary Offering and file and maintain an effective registration statement with the SEC (for no longer than three years) registering the offer and sale of the new shares issued in the exchange. MassMutual's rights under the Registration Rights Agreement will terminate when its shares of our common stock have an aggregate NAV of less than $20.0 million.