Class N Redeemable Common Stock

9 Months Ended

Sep. 30, 2024

The following table details our Class N redeemable common stock activity with Massachusetts Mutual Life Insurance Company (“MassMutual”):


	As of September 30, 2024			As of December 31, 2023
in thousands, except share amounts	Shares	Amount		Shares	Amount
Class N Redeemable Common Stock issued	16,827,393	$	495,984	16,320,994	$	481,299
Class N Redeemable Common Stock repurchased	2,537,790	$	74,795	2,537,790	$	74,795

For the three and nine months ended September 30, 2024, there was no adjustment to the value of the Class N shares held by MassMutual to our September 30, 2024 NAV per Class N share. For the three and nine months ended September 30, 2023, we recorded a decrease to Class N redeemable common stock and an increase to additional paid-in capital of $10.9 million and $27.7 million, respectively, to adjust the value of the Class N shares held by MassMutual to our September 30, 2023 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 fully met its commitment as of December 31, 2022.

On October 15, 2024, the Company and MassMutual entered into Amendment No. 2 to the Subscription Agreement, dated as of July 29, 2021 as amended by Amendment No. 1 on December 9, 2022 (as amended, the “Subscription Agreement”) with MassMutual (“Amendment No. 2”). Amendment No. 2 extends the commencement date of MassMutual’s liquidity rights from January 1, 2025 to January 1, 2026 and our ability to recycle MassMutual’s capital from December 31, 2024 to June 30, 2025.

Through June 30, 2025, we may choose to repurchase Class N shares from MassMutual on a monthly basis, subject to thresholds 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 June 30, 2025, 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, 2026 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 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, 2026, 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.

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.