0001766037-24-000005.txt : 20240306 0001766037-24-000005.hdr.sgml : 20240306 20240306154329 ACCESSION NUMBER: 0001766037-24-000005 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 103 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240306 DATE AS OF CHANGE: 20240306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NMF SLF I, Inc. CENTRAL INDEX KEY: 0001766037 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-01330 FILM NUMBER: 24725656 BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 720-0300 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: NMF Senior Loan Fund I, Inc. DATE OF NAME CHANGE: 20190125 10-K 1 nmslf-20231231.htm 10-K nmslf-20231231
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First Lien 2023-12-310001766037AAH Topco, LLC, First Lien 12023-12-310001766037AAH Topco, LLC, First Lien 22023-12-310001766037nmslf:AAHTopcoLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037Kaseya Inc., First Lien 2023-12-310001766037Kaseya Inc., First Lien - Drawn 12023-12-310001766037Kaseya Inc., First Lien - Drawn 22023-12-310001766037nmslf:KaseyaInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037PDQ.com Corporation, First Lien 12023-12-310001766037PDQ.com Corporation, First Lien 22023-12-310001766037PDQ.com Corporation First Lien 32023-12-310001766037nmslf:PDQ.comCorporationMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037Diligent Corporation, First Lien 12023-12-310001766037Diligent Corporation, First Lien 22023-12-310001766037Diligent Corporation, First Lien - Drawn 2023-12-310001766037Diligent Corporation, First Lien 32023-12-310001766037Diligent Corporation, First Lien 42023-12-310001766037Diligent Corporation, First Lien 52023-12-310001766037nmslf:DiligentCorporationMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037Anaplan, Inc., First Lien 2023-12-310001766037IG Investments Holdings, LLC First Lien 2023-12-310001766037Thermostat Purchaser III, Inc., First Lien 12023-12-310001766037Thermostat Purchaser III, Inc., First Lien 22023-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:ThermostatPurchaserIIIInc.Member2023-12-310001766037CCBlue Bidco, Inc., First Lien 12023-12-310001766037CCBlue Bidco, Inc., First Lien 22023-12-310001766037CCBlue Bidco, Inc. First Lien 22023-12-310001766037nmslf:CCBlueBidcoInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Eisner Advisory Group LLC, First Lien 12023-12-310001766037Eisner Advisory Group LLC, First Lien 22023-12-310001766037nmslf:EisnerAdvisoryGroupLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037Notorious Topco, LLC, First Lien 12023-12-310001766037Notorious Topco, LLC, First Lien 22023-12-310001766037Notorious Topco, LLC, First Lien - Drawn 2023-12-310001766037nmslf:NotoriousTopcoLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037Avalara, Inc., First Lien 2023-12-310001766037Recorded Future, Inc. First Lien 12023-12-310001766037Recorded Future, Inc., First Lien 22023-12-310001766037Recorded Future, Inc., First Lien 32023-12-310001766037Recorded Future, Inc., First Lien 42023-12-310001766037nmslf:RecordedFutureInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037GraphPAD Software, LLC, First Lien 12023-12-310001766037GraphPAD Software, LLC, First Lien 22023-12-310001766037GraphPAD Software, LLC, First Lien 32023-12-310001766037GraphPAD Software, LLC, First Lien 42023-12-310001766037GraphPAD Software, LLC, First Lien - Drawn 2023-12-310001766037nmslf:GraphPADSoftwareLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037DECA Dental Holdings LLC, First Lien 12023-12-310001766037DECA Dental Holdings LLC, First Lien 22023-12-310001766037DECA Dental Holdings LLC, First Lien - Drawn 2023-12-310001766037nmslf:DECADentalHoldingsLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037KWOR Acquisition, Inc., First Lien 2023-12-310001766037KWOR Acquisition, Inc., First Lien - Drawn 2023-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:KWORAcquisitionInc.Member2023-12-310001766037Auctane Inc. (fka Stamps.com Inc.), First Lien 12023-12-310001766037Auctane Inc. (fka Stamps.com Inc.), First Lien 22023-12-310001766037nmslf:AuctaneInc.FkaStamps.comInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Fortis Solutions Group, LLC, First Lien 12023-12-310001766037Fortis Solutions Group, LLC, First Lien 22023-12-310001766037Fortis Solutions Group, LLC, First Lien -Drawn 12023-12-310001766037Fortis Solutions Group, LLC, First Lien -Drawn 22023-12-310001766037Fortis Solutions Group, LLC, First Lien 32023-12-310001766037nmslf:FortisSolutionsGroupLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037MRI Software LLC, First Lien 12023-12-310001766037MRI Software LLC, First Lien 22023-12-310001766037MRI Software LLC, First Lien 32023-12-310001766037MRI Software LLC, First Lien 42023-12-310001766037nmslf:MRISoftwareLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037FS WhiteWater Borrower, LLC, First Lien 12023-12-310001766037FS WhiteWater Borrower, LLC, First Lien 22023-12-310001766037FS WhiteWater Borrower, LLC, First Lien 32023-12-310001766037FS WhiteWater Borrower, LLC, First Lien - Drawn 12023-12-310001766037FS WhiteWater Borrower, LLC, First Lien - Drawn 22023-12-310001766037nmslf:FSWhiteWaterBorrowerLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037Foreside Financial Group, LLC, First Lien 12023-12-310001766037Foreside Financial Group, LLC, First Lien 22023-12-310001766037Foreside Financial Group, LLC, First Lien - Drawn 2023-12-310001766037nmslf:ForesideFinancialGroupLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037Granicus, Inc., First Lien 12023-12-310001766037Granicus, Inc., First Lien 22023-12-310001766037Granicus, Inc., First Lien 32023-12-310001766037Granicus, Inc., First Lien - Drawn 2023-12-310001766037nmslf:GranicusInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Project Essential Bidco, Inc., First Lien 2023-12-310001766037Ocala Bidco, Inc., First Lien 2023-12-310001766037Pioneer Buyer I, LLC , First Lien 12023-12-310001766037Pioneer Buyer I, LLC, First Lien 12023-12-310001766037Pioneer Buyer I, LLC , First Lien 22023-12-310001766037Pioneer Buyer I, LLC, First Lien 22023-12-310001766037nmslf:PioneerBuyerILLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037Foundational Education Group, Inc., First Lien 2023-12-310001766037Foundational Education Group, Inc., Second Lien 2023-12-310001766037nmslf:FoundationalEducationGroupInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Enverus Holdings, Inc., First Lien 2023-12-310001766037Businessolver.com, Inc., First Lien 2023-12-310001766037Businessolver.com, Inc., First Lien - Drawn 2023-12-310001766037nmslf:Businessolver.comInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Oranje Holdco, Inc., First Lien 2023-12-310001766037Sierra Enterprises, LLC, First Lien 2023-12-310001766037RealPage, Inc., Second Lien 2023-12-310001766037Coupa Holdings, LLC, First Lien 2023-12-310001766037Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.), First Lien 12023-12-310001766037Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.), First Lien 22023-12-310001766037nmslf:LegalSpendHoldingsLLCFkaBottomlineTechnologiesInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037CentralSquare Technologies, LLC, First Lien 2023-12-310001766037Relativity ODA LLC, First Lien 2023-12-310001766037Geo Parent Corporation, First Lien 2023-12-310001766037Nielsen Consumer Inc, First Lien 2023-12-310001766037OB Hospitalist Group, Inc., First Lien 2023-12-310001766037OB Hospitalist Group, Inc., First Lien - Drawn 2023-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:OBHospitalistGroupInc.Member2023-12-310001766037Daxko Acquisition Corporation, First Lien 12023-12-310001766037Daxko Acquisition Corporation, First Lien 22023-12-310001766037Daxko Acquisition Corporation, First Lien - Drawn 12023-12-310001766037Daxko Acquisition Corporation, First Lien - Drawn 22023-12-310001766037nmslf:DaxkoAcquisitionCorporationMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037DOCS, MSO, LLC, First Lien 2023-12-310001766037Bullhorn, Inc., First Lien 12023-12-310001766037Bullhorn, Inc., First Lien 22023-12-310001766037nmslf:BullhornInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Snap One Holdings Corp., First Lien 2023-12-310001766037CFS Management, LLC, First Lien 12023-12-310001766037CFS Management, LLC, First Lien 22023-12-310001766037CFS Management, LLC First Lien 22023-12-310001766037nmslf:CFSManagementLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037GC Waves Holdings, Inc., First Lien 12023-12-310001766037GC Waves Holdings, Inc., First Lien 22023-12-310001766037GC Waves Holdings, Inc., First Lien -Drawn 2023-12-310001766037GC Waves Holdings, Inc., First Lien 32023-12-310001766037nmslf:GCWavesHoldingsInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037TRC Companies L.L.C. (fka Energize Holdco LLC), Second Lien 2023-12-310001766037RXB Holdings, Inc., First Lien 12023-12-310001766037RXB Holdings, Inc., First Lien 22023-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:RXBHoldingsInc.Member2023-12-310001766037Infogain Corporation, First Lien 12023-12-310001766037Infogain Corporation, First Lien 22023-12-310001766037Infogain Corporation, Subordinated 2023-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:InfogainCorporationMember2023-12-310001766037Xactly Corporation, First Lien 2023-12-310001766037CoreTrust Purchasing Group LLC, First Lien 2023-12-310001766037ACI Group Holdings, Inc., First Lien 12023-12-310001766037ACI Group Holdings, First Lien 22023-12-310001766037ACI Group Holdings, First Lien - Drawn 12023-12-310001766037ACI Group Holdings, First Lien - Drawn 22023-12-310001766037nmslf:ACIGroupHoldingsMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037NMC Crimson Holdings, Inc. First Lien 2023-12-310001766037NMC Crimson Holdings, Inc., First Lien - Drawn 2023-12-310001766037nmslf:NMCCrimsonHoldingsInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Al Altius US Bidco, Inc., First Lien 12023-12-310001766037Al Altius US Bidco, Inc., First Lien 22023-12-310001766037Al Altius US Bidco, Inc., First Lien 32023-12-310001766037Al Altius US Bidco, Inc., First Lien 42023-12-310001766037nmslf:AlAltiusUSBidcoInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Brave Parent Holdings, Inc., First Lien 2023-12-310001766037PetVet Care Centers, LLC, First Lien 2023-12-310001766037OEConnection LLC, First Lien 2023-12-310001766037DCA Investment Holding, LLC, First Lien 12023-12-310001766037DCA Investment Holding, LLC, First Lien 22023-12-310001766037DCA Investment Holding, LLC, First Lien 32023-12-310001766037DCA Investment Holding, LLC, First Lien 42023-12-310001766037nmslf:DCAInvestmentHoldingLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037Maverick Bidco Inc., Second Lien 2023-12-310001766037Project Alpha Intermediate Holding, Inc., First Lien 2023-12-310001766037Power Grid Holdings, Inc., First Lien 2023-12-310001766037Power Grid Holdings, Inc., First Lien - Drawn2023-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:PowerGridHoldingsInc.Member2023-12-310001766037Trinity Air Consultants Holdings Corporation, First Lien 2023-12-310001766037Trinity Air Consultants Holdings Corporation, First Lien - Drawn2023-12-310001766037nmslf:TrinityAirConsultantsHoldingsCorporationMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037Coyote Buyer, LLC, First Lien 2023-12-310001766037Coyote Buyer, LLC, First Lie 22023-12-310001766037nmslf:CoyoteBuyerLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037CommerceHub, Inc., First Lien 2023-12-310001766037nmslf:CommerceHubInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037CG Group Holdings, LLC First Lien 12023-12-310001766037CG Group Holdings, LLC, First Lien 2023-12-310001766037CG Group Holdings, LLC First Lien 22023-12-310001766037CG Group Holdings, LLC, First Lien - Drawn2023-12-310001766037nmslf:CGGroupHoldingsLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037Kele Holdco, Inc., First Lien 2023-12-310001766037Therapy Brands Holdings LLC, Second Lien 2023-12-310001766037KPSKY Acquisition Inc., First Lien 12023-12-310001766037KPSKY Acquisition Inc., First Lien 22023-12-310001766037KPSKY Acquisition Inc., First Lien 32023-12-310001766037KPSKY Acquisition Inc., First Lien - Drawn 2023-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:KPSKYAcquisitionInc.Member2023-12-310001766037Aretec Group, Inc., First Lien 2023-12-310001766037Ncontracts, LLC, First Lien 2023-12-310001766037Beacon Pointe Harmony, LLC, First Lien 12023-12-310001766037Beacon Pointe Harmony, LLC, First Lien 22023-12-310001766037Beacon Pointe Harmony, LLC, First Lien - Drawn 2023-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:BeaconPointeHarmonyLLCMember2023-12-310001766037DS Admiral Bidco, LLC, First Lien 2023-12-310001766037Safety Borrower Holdings LLC, First Lien 12023-12-310001766037Safety Borrower Holdings LLC, First Lien 22023-12-310001766037Safety Borrower Holdings LLC, First Lien - Drawn 2023-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:SafetyBorrowerHoldingsLLCMember2023-12-310001766037USRP Holdings, Inc., First Lien 12023-12-310001766037USRP Holdings, Inc., First Lien 22023-12-310001766037USRP Holdings, Inc., First Lien - Drawn 2023-12-310001766037nmslf:USRPHoldingsInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Community Brands ParentCo, LLC, First Lien 2023-12-310001766037TigerConnect, Inc., First Lien 2023-12-310001766037TigerConnect, Inc., First Lien - Drawn2023-12-310001766037TigerConnect, Inc., First Lien - Drawn 2023-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:TigerConnectInc.2Member2023-12-310001766037Sun Acquirer Corp., First Lien 12023-12-310001766037Sun Acquirer Corp., First Lien 22023-12-310001766037Sun Acquirer Corp., First Lien - Drawn 2023-12-310001766037nmslf:SunAcquirerCorp.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Houghton Mifflin Harcourt Company, First Lien 2023-12-310001766037Calabrio, Inc., First Lien 2023-12-310001766037Calabrio, Inc., First Lien - Drawn 2023-12-310001766037nmslf:CalabrioInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Bluefin Holding, LLC, First Lien 2023-12-310001766037Greenway Health, LLC, First Lien 2023-12-310001766037Appriss Health, LLC, First Lien 2023-12-310001766037YLG Holdings, Inc., First Lien 2023-12-310001766037YLG Holdings, Inc., First Lien - Drawn 2023-12-310001766037nmslf:YLGHoldingsInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Convey Health Solutions, Inc., First Lien 2023-12-310001766037STATS Intermediate Holdings, LLC, First Lien 2023-12-310001766037Radwell Parent, LLC, First Lien 2023-12-310001766037Radwell Parent, LLC, First Lien - Drawn 2023-12-310001766037nmslf:RadwellParentLLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037Healthspan Buyer, LLC, First Lien 2023-12-310001766037IMO Investor Holdings, Inc., First Lien2023-12-310001766037IMO Investor Holdings, Inc., First Lien - Drawn 12023-12-310001766037IMO Investor Holdings, Inc., First Lien - Drawn 22023-12-310001766037nmslf:IMOInvestorHoldingsInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037Quartz Holding Company, Second Lien 2023-12-310001766037Specialtycare, Inc., First Lien 12023-12-310001766037Specialtycare, Inc., First Lien - Drawn 12023-12-310001766037Specialtycare, Inc., First Lien 22023-12-310001766037nmslf:SpecialtycareInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037eResearchTechnology, Inc., First Lien 2023-12-310001766037Cloudera, Inc., Second Lien 2023-12-310001766037Project Power Buyer, LLC, First Lien 2023-12-310001766037Next Holdco, LLC, First Lien 2023-12-310001766037More cowbell II LLC, First Lien 2023-12-310001766037More cowbell II LLC, First Lien - Drawn 2023-12-310001766037nmslf:MoreCowbellIILLCMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037TMK Hawk Parent, Corp., First Lien 12023-12-310001766037TMK Hawk Parent, Corp., First Lien 22023-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:TMKHawkParentCorp.Member2023-12-310001766037KENG Acquisition, Inc. First Lien2023-12-310001766037KENG Acquisition, Inc., First Lien - Drawn 12023-12-310001766037IMO KENG Acquisition, Inc., First Lien - Drawn 22023-12-310001766037nmslf:KENGAcquisitionInc.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037AWP Group Holdings, Inc., First Lien2023-12-310001766037AWP Group Holdings, Inc., First Lien - Drawn 12023-12-310001766037AWP Group Holdings, Inc. First Lien - Drawn 22023-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:AWPGroupHoldingsInc.Member2023-12-310001766037Virtusa Corporation, Subordinated 2023-12-310001766037us-gaap:InvestmentUnaffiliatedIssuerMembernmslf:FundedDebtSecuritiesMembercountry:US2023-12-310001766037Atlas AU Bidco Pty Ltd, First Lien 12023-12-310001766037Atlas AU Bidco Pty Ltd, First Lien 22023-12-310001766037nmslf:AtlasAUBidcoPtyLtdMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037us-gaap:InvestmentUnaffiliatedIssuerMembercountry:AUnmslf:FundedDebtSecuritiesMember2023-12-310001766037us-gaap:InvestmentUnaffiliatedIssuerMembernmslf:FundedDebtSecuritiesMember2023-12-310001766037us-gaap:InvestmentUnaffiliatedIssuerMembernmslf:PioneerTopcoIL.P.Memberus-gaap:EquitySecuritiesMember2023-12-310001766037us-gaap:InvestmentAffiliatedIssuerNoncontrolledMembernmslf:PioneerTopcoIL.P.Membernmslf:FundedDebtSecuritiesMember2023-12-310001766037nmslf:FundedDebtSecuritiesMembercountry:USus-gaap:InvestmentAffiliatedIssuerControlledMember2023-12-310001766037nmslf:FundedDebtSecuritiesMember2023-12-310001766037Coupa Holdings, LLC, First Lien -Undrawn 12023-12-310001766037Coupa Holdings, LLC, First Lien -Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:CoupaHoldingsLLCMember2023-12-310001766037PetVet Care Centers, LLC, First Lien -Undrawn 12023-12-310001766037PetVet Care Centers, LLC, First Lien -Undrawn 22023-12-310001766037nmslf:PetVetCareCentersLLCMembernmslf:UnfundedDebtSecuritiesMember2023-12-310001766037Businessolver.com, Inc., First Lien2023-12-310001766037Ocala Bidco, Inc.2023-12-310001766037PPV Intermediate Holdings, LLC2023-12-310001766037YLG Holdings, Inc.2023-12-310001766037Safety Borrower Holdings LLC2023-12-310001766037Coyote Buyer, LLC2023-12-310001766037Wealth Enhancement Group, LLC, First Lien -Undrawn 12023-12-310001766037Wealth Enhancement Group, LLC, First Lien -Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:WealthEnhancementGroupLLCMember2023-12-310001766037Project Power Buyer, LLC2023-12-310001766037Kele Holdco, Inc.2023-12-310001766037Appriss Health, LLC2023-12-310001766037Affinipay Midco, LLC2023-12-310001766037Bullhorn, Inc.2023-12-310001766037GraphPAD Software, LLC2023-12-310001766037Trinity Air Consultants Holdings Corporation - First Lien Undrawn 12023-12-310001766037Trinity Air Consultants Holdings Corporation - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:TrinityAirConsultantsHoldingsCorporationMember2023-12-310001766037Radwell Parent, LLC2023-12-310001766037Associations, Inc.2023-12-310001766037Infogain Corporation2023-12-310001766037Recorded Future, Inc.2023-12-310001766037GS Acquisitionco, Inc.2023-12-310001766037Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)2023-12-310001766037Granicus, Inc.2023-12-310001766037Daxko Acquisition Corporation - First Lien Undrawn 12023-12-310001766037Daxko Acquisition Corporation - First Lien Undrawn 22023-12-310001766037nmslf:DaxkoAcquisitionCorporationMembernmslf:UnfundedDebtSecuritiesMember2023-12-310001766037Relativity ODA LLC2023-12-310001766037Xactly Corporation2023-12-310001766037PDQ.com Corporation - First Lien Undrawn 12023-12-310001766037PDQ.com Corporation - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:PDQ.comCorporationMember2023-12-310001766037AAH Topco, LLC - First Lien Undrawn 12023-12-310001766037AAH Topco, LLC - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:AAHTopcoLLCMember2023-12-310001766037IG Investments Holdings, LLC2023-12-310001766037Foreside Financial Group, LLC - First Lien Undrawn 12023-12-310001766037Foreside Financial Group, LLC - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:ForesideFinancialGroupLLCMember2023-12-310001766037KWOR Acquisition, Inc.2023-12-310001766037Pioneer Buyer I, LLC2023-12-310001766037iCIMS, Inc. - First Lien Undrawn 12023-12-310001766037iCIMS, Inc. - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:ICIMSInc.Member2023-12-310001766037CoreTrust Purchasing Group LLC - First Lien Undrawn 12023-12-310001766037CoreTrust Purchasing Group LLC - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:CoreTrustPurchasingGroupLLCMember2023-12-310001766037Kaseya Inc. - First Lien Undrawn 12023-12-310001766037Kaseya Inc. - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:KaseyaInc.Member2023-12-310001766037Allworth Financial Group, L.P.2023-12-310001766037Oranje Holdco, Inc.2023-12-310001766037Avalara, Inc.2023-12-310001766037USRP Holdings, Inc. - First Lien Undrawn 12023-12-310001766037USRP Holdings, Inc. - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:USRPHoldingsInc.Member2023-12-310001766037OA Buyer, Inc.2023-12-310001766037Pye-Barker Fire & Safety, LLC2023-12-310001766037Zone Climate Services, Inc.2023-12-310001766037GC Waves Holdings, Inc.2023-12-310001766037Next Holdco, LLC. - First Lien Undrawn 12023-12-310001766037Next Holdco, LLC - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:NextHoldcoLLCMember2023-12-310001766037More cowbell II LLC - First Lien Undrawn 12023-12-310001766037More cowbell II LLC - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:MoreCowbellIILLCMember2023-12-310001766037Calabrio, Inc.2023-12-310001766037Brave Parent Holdings, Inc. - First Lien Undrawn 12023-12-310001766037Brave Parent Holdings, Inc. - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:BraveParentHoldingsInc.Member2023-12-310001766037MRI Software LLC - First Lien Undrawn 12023-12-310001766037MRI Software LLC - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:MRISoftwareLLCMember2023-12-310001766037DECA Dental Holdings LLC2023-12-310001766037Sun Acquirer Corp.2023-12-310001766037Bluefin Holding, LLC2023-12-310001766037IMO Investor Holdings, Inc. - First Lien Undrawn 12023-12-310001766037IMO Investor Holdings, Inc. - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:IMOInvestorHoldingsInc.Member2023-12-310001766037TigerConnect, Inc.. - First Lien Undrawn 12023-12-310001766037TigerConnect, Inc. - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:TigerConnectInc.2Member2023-12-310001766037Ncontracts, LLC - First Lien Undrawn 12023-12-310001766037Ncontracts, LLC - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:NcontractsLLCMember2023-12-310001766037CG Group Holdings, LLC2023-12-310001766037Specialtycare, Inc.2023-12-310001766037Beacon Pointe Harmony, LLC - First Lien Undrawn 12023-12-310001766037Beacon Pointe Harmony, LLC - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:BeaconPointeHarmonyLLCMember2023-12-310001766037Healthspan Buyer, LLC2023-12-310001766037Enverus Holdings, Inc. - First Lien Undrawn 12023-12-310001766037Enverus Holdings, Inc. - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:EnverusHoldingsInc.Member2023-12-310001766037AWP Group Holdings, Inc. - First Lien Undrawn 12023-12-310001766037AWP Group Holdings, Inc. - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:AWPGroupHoldingsInc.Member2023-12-310001766037KPSKY Acquisition Inc.2023-12-310001766037KENG Acquisition, Inc. - First Lien Undrawn 12023-12-310001766037KENG Acquisition, Inc. - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:KENGAcquisitionInc.Member2023-12-310001766037Power Grid Holdings, Inc.2023-12-310001766037FS WhiteWater Borrower, LLC - First Lien Undrawn 12023-12-310001766037FS WhiteWater Borrower, LLC - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:FSWhiteWaterBorrowerLLCMember2023-12-310001766037DOCS, MSO, LLC2023-12-310001766037Diligent Corporation2023-12-310001766037Community Brands ParentCo, LLC - First Lien Undrawn 12023-12-310001766037Community Brands ParentCo, LLC - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:CommunityBrandsParentCoLLCMember2023-12-310001766037OB Hospitalist Group, Inc.2023-12-310001766037Fortis Solutions Group, LLC - First Lien Undrawn 12023-12-310001766037Fortis Solutions Group, LLC - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:FortisSolutionsGroupLLCMember2023-12-310001766037ACI Group Holdings, Inc. - First Lien Undrawn 12023-12-310001766037ACI Group Holdings, Inc. - First Lien Undrawn 22023-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:ACIGroupHoldingsInc.Member2023-12-310001766037Notorious Topco, LLC2023-12-310001766037Project Essential Bidco, Inc.2023-12-310001766037us-gaap:InvestmentUnaffiliatedIssuerMembernmslf:UnfundedDebtSecuritiesMembercountry:US2023-12-310001766037Atlas AU Bidco Pty Ltd2023-12-310001766037us-gaap:InvestmentUnaffiliatedIssuerMembernmslf:UnfundedDebtSecuritiesMembercountry:AU2023-12-310001766037us-gaap:InvestmentUnaffiliatedIssuerMembernmslf:UnfundedDebtSecuritiesMember2023-12-310001766037nmslf:UnfundedDebtSecuritiesMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-12-310001766037nmslf:UnfundedDebtSecuritiesMember2023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:InvestmentTypeConcentrationRiskMembernmslf:DebtSecuritiesFirstLienMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:InvestmentTypeConcentrationRiskMembernmslf:DebtSecuritiesSecondLienMember2023-01-012023-12-310001766037us-gaap:SubordinatedDebtMembernmslf:InvestmentsAtFairValueMembernmslf:InvestmentTypeConcentrationRiskMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:InvestmentTypeConcentrationRiskMemberus-gaap:OtherAggregatedInvestmentsMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:IndustryConcentrationRiskMembernmslf:SoftwareSectorMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:BusinessServicesSectorMembernmslf:IndustryConcentrationRiskMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMemberus-gaap:HealthcareSectorMembernmslf:IndustryConcentrationRiskMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMemberus-gaap:FinancialServicesSectorMembernmslf:IndustryConcentrationRiskMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:ConsumerServicesSectorMembernmslf:IndustryConcentrationRiskMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:IndustryConcentrationRiskMembernmslf:EducationSectorMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMemberus-gaap:TransportationSectorMembernmslf:IndustryConcentrationRiskMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:ConsumerProductsSectorMembernmslf:IndustryConcentrationRiskMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:IndustryConcentrationRiskMemberus-gaap:ContainerAndPackagingSectorMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:IndustryConcentrationRiskMemberus-gaap:FoodAndBeverageSectorMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMemberus-gaap:ChemicalsSectorMembernmslf:IndustryConcentrationRiskMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:BusinessProductsSectorMembernmslf:IndustryConcentrationRiskMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:InterestRateTypeRiskMembernmslf:DebtSecuritiesFloatingInterestRateMember2023-01-012023-12-310001766037nmslf:InvestmentsAtFairValueMembernmslf:DebtSecuritiesFixedInterestRateMembernmslf:InterestRateTypeRiskMember2023-01-012023-12-310001766037Wealth Enhancement Group, LLC, First Lien 12022-12-310001766037Wealth Enhancement Group, LLC, First Lien 22022-12-310001766037Wealth Enhancement Group, LLC, First Lien 32022-12-310001766037Wealth Enhancement Group, LLC, First Lien - Drawn 2022-12-310001766037nmslf:WealthEnhancementGroupLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Higginbotham Insurance Agency, Inc., First Lien 12022-12-310001766037Higginbotham Insurance Agency, Inc., First Lien 22022-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:HigginbothamInsuranceAgencyInc.Member2022-12-310001766037GS Acquisitionco, Inc., First Lien 12022-12-310001766037GS Acquisitionco, Inc., First Lien 22022-12-310001766037nmslf:GSAcquisitioncoInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Pye-Barker Fire & Safety, LLC First Lien 12022-12-310001766037Pye-Barker Fire & Safety, LLC First Lien 22022-12-310001766037Pye-Barker Fire & Safety, LLC, First Lien - Drawn 2022-12-310001766037nmslf:PyeBarkerFireSafetyLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Zone Climate Services, Inc. First Lien 2022-12-310001766037Zone Climate Services, Inc., First Lien - Drawn 2022-12-310001766037nmslf:ZoneClimateServicesInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Associations, Inc., First Lien 12022-12-310001766037Associations, Inc.. First Lien 22022-12-310001766037Associations, Inc.. First Lien 32022-12-310001766037Associations, Inc., First Lien 42022-12-310001766037Associations, Inc.. First Lien 52022-12-310001766037nmslf:AssociationsInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Diligent Corporation, First Lien 12022-12-310001766037Diligent Corporation, First Lien 22022-12-310001766037Diligent Corporation, First Lien 32022-12-310001766037Diligent Corporation, First Lien 42022-12-310001766037Diligent Corporation, First Lien 52022-12-310001766037Diligent Corporation, First Lien- Drawn 2022-12-310001766037nmslf:DiligentCorporationMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Apptio, Inc.2022-12-310001766037OA Buyer, Inc., First Lien 12022-12-310001766037OA Buyer, Inc., First Lien 22022-12-310001766037nmslf:OABuyerInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037iCIMS, Inc., First Lien 12022-12-310001766037iCIMS, Inc., First Lien 22022-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:ICIMSInc.Member2022-12-310001766037Diamondback Acquisition, Inc.2022-12-310001766037IG Investments Holdings, LLC, First Lien2022-12-310001766037IG Investments Holdings, LLC, First Lien-Drawn 2022-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:IGInvestmentsHoldingsLLCMember2022-12-310001766037Allworth Financial Group, L.P., First Lien 12022-12-310001766037Allworth Financial Group, L.P., First Lien 22022-12-310001766037Allworth Financial Group, L.P., First Lien-Drawn 2022-12-310001766037nmslf:AllworthFinancialGroupL.P.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Syndigo LLC, First Lien2022-12-310001766037Syndigo LLC, Second Lien2022-12-310001766037nmslf:SyndigoLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Notorious Topco, LLC, First Lien 12022-12-310001766037Notorious Topco, LLC, First Lien 22022-12-310001766037Notorious Topco, LLC, First Lien-Drawn 2022-12-310001766037nmslf:NotoriousTopcoLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Anaplan, Inc.2022-12-310001766037PDQ.com Corporation, First Lien 12022-12-310001766037PDQ.com Corporation, First Lien 22022-12-310001766037nmslf:PDQ.comCorporationMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037CCBlue Bidco, Inc., First Lien 2022-12-310001766037CCBlue Bidco, Inc., First Lien-Drawn2022-12-310001766037nmslf:CCBlueBidcoInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037KWOR Acquisition, Inc.2022-12-310001766037Eisner Advisory Group LLC, First Lien-12022-12-310001766037Eisner Advisory Group LLC, First Lien-22022-12-310001766037nmslf:EisnerAdvisoryGroupLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Avalara, Inc.2022-12-310001766037Recorded Future, Inc., First Lien 12022-12-310001766037Recorded Future, Inc., First Lien 22022-12-310001766037Recorded Future, Inc., First Lien 32022-12-310001766037Recorded Future, Inc., First Lien 42022-12-310001766037nmslf:RecordedFutureInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Thermostat Purchaser III, Inc., First Lien 12022-12-310001766037Thermostat Purchaser III, Inc., First Lien 22022-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:ThermostatPurchaserIIIInc.Member2022-12-310001766037DECA Dental Holdings LLC, First Lien 12022-12-310001766037DECA Dental Holdings LLC, First Lien 22022-12-310001766037DECA Dental Holdings LLC, First Lien-Drawn2022-12-310001766037nmslf:DECADentalHoldingsLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Auctane Inc. (fka Stamps.com Inc.), First Lien 12022-12-310001766037Auctane Inc. (fka Stamps.com Inc.), First Lien 22022-12-310001766037nmslf:AuctaneInc.FkaStamps.comInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037AAH Topco, LLC, First Lien 12022-12-310001766037AAH Topco, LLC, First Lien 22022-12-310001766037nmslf:AAHTopcoLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Fortis Solutions Group, LLC, First Lien 12022-12-310001766037Fortis Solutions Group, LLC, First Lien 22022-12-310001766037Fortis Solutions Group, LLC, First Lien - Drawn 2022-12-310001766037nmslf:FortisSolutionsGroupLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037GraphPAD Software, LLC, First Lien 12022-12-310001766037GraphPAD Software, LLC, First Lien 22022-12-310001766037GraphPAD Software, LLC, First Lien 32022-12-310001766037nmslf:GraphPADSoftwareLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Project Essential Bidco, Inc.2022-12-310001766037Granicus, Inc., First Lien 12022-12-310001766037Granicus, Inc., First Lien 22022-12-310001766037Granicus, Inc., First Lien 32022-12-310001766037Granicus, Inc., First Lien-Drawn2022-12-310001766037nmslf:GranicusInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Foreside Financial Group, LLC, First Lien 2022-12-310001766037Foreside Financial Group, LLC, First Lien-Drawn2022-12-310001766037nmslf:ForesideFinancialGroupLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Ocala Bidco, Inc.2022-12-310001766037MRI Software LLC, First Lien 12022-12-310001766037MRI Software LLC, First Lien 22022-12-310001766037MRI Software LLC, First Lien 32022-12-310001766037MRI Software LLC, First Lien 42022-12-310001766037nmslf:MRISoftwareLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037FS WhiteWater Borrower, LLC, First Lien 12022-12-310001766037FS WhiteWater Borrower, LLC, First Lien 22022-12-310001766037FS WhiteWater Borrower, LLC, First Lien 32022-12-310001766037FS WhiteWater Borrower, LLC, First Lien-Drawn 12022-12-310001766037FS WhiteWater Borrower, LLC, First Lien-Drawn 22022-12-310001766037nmslf:FSWhiteWaterBorrowerLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Foundational Education Group, Inc., First Lien2022-12-310001766037Foundational Education Group, Inc., Second Lien 2022-12-310001766037nmslf:FoundationalEducationGroupInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Kaseya Inc.2022-12-310001766037Pioneer Buyer I, LLC, First Lien 12022-12-310001766037Pioneer Buyer I, LLC, First Lien 22022-12-310001766037nmslf:PioneerBuyerILLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037RealPage, Inc.2022-12-310001766037Businessolver.com, Inc., First Lien 2022-12-310001766037Businessolver.com, Inc., First Lien - Drawn 2022-12-310001766037nmslf:Businessolver.comInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Relativity ODA LLC2022-12-310001766037CentralSquare Technologies, LLC2022-12-310001766037OB Hospitalist Group, Inc., First Lien 2022-12-310001766037OB Hospitalist Group, Inc., First Lien - Drawn 2022-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:OBHospitalistGroupInc.Member2022-12-310001766037CFS Management, LLC, First Lien 12022-12-310001766037CFS Management, LLC, First Lien 22022-12-310001766037nmslf:CFSManagementLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037DOCS, MSO, LLC2022-12-310001766037Bullhorn, Inc., First Lien 12022-12-310001766037Bullhorn, Inc., First Lien 22022-12-310001766037Bullhorn, Inc., First Lien - Drawn 2022-12-310001766037nmslf:BullhornInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Daxko Acquisition Corporation, First Lien 12022-12-310001766037Daxko Acquisition Corporation, First Lien 22022-12-310001766037Daxko Acquisition Corporation, First Lien - Drawn 2022-12-310001766037nmslf:DaxkoAcquisitionCorporationMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Snap One Holdings Corp.2022-12-310001766037Bottomline Technologies, Inc.2022-12-310001766037Xactly Corporation, First Lien 2022-12-310001766037Xactly Corporation, First Lien - Drawn 2022-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:XactlyCorporationMember2022-12-310001766037LSCS Holdings, Inc.2022-12-310001766037Infogain Corporation, First Lien 12022-12-310001766037Infogain Corporation, First Lien 22022-12-310001766037Infogain Corporation, First Lien-Drawn 2022-12-310001766037Infogain Corporation, Subordinated 2022-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:InfogainCorporationMember2022-12-310001766037GC Waves Holdings, Inc., First Lien 2022-12-310001766037GC Waves Holdings, Inc., First Lien-Drawn2022-12-310001766037nmslf:GCWavesHoldingsInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037TRC Companies L.L.C. (fka Energize Holdco LLC)2022-12-310001766037RXB Holdings, Inc.2022-12-310001766037CoreTrust Purchasing Group LLC2022-12-310001766037ACI Group Holdings, Inc.. First Lien 2022-12-310001766037ACI Group Holdings, Inc.. First Lien Drawn 12022-12-310001766037ACI Group Holdings, Inc.. First Lien Drawn 22022-12-310001766037nmslf:ACIGroupHoldingsInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037NMC Crimson Holdings, Inc., First Lien 2022-12-310001766037NMC Crimson Holdings, Inc., First Lien - Drawn 2022-12-310001766037nmslf:NMCCrimsonHoldingsInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037DCA Investment Holding, LLC, First Lien 12022-12-310001766037DCA Investment Holding, LLC, First Lien 22022-12-310001766037DCA Investment Holding, LLC, First Lien - Drawn 2022-12-310001766037nmslf:DCAInvestmentHoldingLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037OEConnection LLC2022-12-310001766037Maverick Bidco Inc.2022-12-310001766037Coyote Buyer, LLC, First Lien 12022-12-310001766037Coyote Buyer, LLC, First Lien 22022-12-310001766037nmslf:CoyoteBuyerLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Beacon Pointe Harmony, LLC, First Lien 2022-12-310001766037Beacon Pointe Harmony, LLC, First Lien-Drawn2022-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:BeaconPointeHarmonyLLCMember2022-12-310001766037Kele Holdco, Inc.2022-12-310001766037Trinity Air Consultants Holdings Corporation, First Lien 2022-12-310001766037Trinity Air Consultants Holdings Corporation, First Lien-Drawn2022-12-310001766037nmslf:TrinityAirConsultantsHoldingsCorporationMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Therapy Brands Holdings LLC2022-12-310001766037CG Group Holdings, LLC, First Lien 2022-12-310001766037CG Group Holdings, LLC, First Lien-Drawn2022-12-310001766037nmslf:CGGroupHoldingsLLCMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037DS Admiral Bidco, LLC2022-12-310001766037KPSKY Acquisition Inc., First Lien 12022-12-310001766037KPSKY Acquisition Inc., First Lien 22022-12-310001766037KPSKY Acquisition Inc., First Lien-Drawn2022-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:KPSKYAcquisitionInc.Member2022-12-310001766037Community Brands ParentCo, LLC2022-12-310001766037Safety Borrower Holdings LLC, First Lien 1 2022-12-310001766037Safety Borrower Holdings LLC, First Lien 22022-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:SafetyBorrowerHoldingsLLCMember2022-12-310001766037Convey Health Solutions, Inc.2022-12-310001766037eResearchTechnology, Inc.2022-12-310001766037Sun Acquirer Corp., First Lien 2022-12-310001766037Sun Acquirer Corp., First Lien-Drawn2022-12-310001766037nmslf:SunAcquirerCorp.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Calabrio, Inc., First Lien 2022-12-310001766037Calabrio, Inc., First Lien-Drawn2022-12-310001766037nmslf:CalabrioInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037TigerConnect, Inc., First Lien 2022-12-310001766037TigerConnect, Inc., First Lien-Drawn2022-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:TigerConnectInc.2Member2022-12-310001766037Appriss Health, LLC2022-12-310001766037Affinipay Midco, LLC2022-12-310001766037USRP Holdings, Inc., First Lien 12022-12-310001766037USRP Holdings, Inc., First Lien 22022-12-310001766037nmslf:USRPHoldingsInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Radwell Parent, LLC2022-12-310001766037STATS Intermediate Holdings, LLC2022-12-310001766037Quartz Holding Company2022-12-310001766037IMO Investor Holdings, Inc., First Lien 2022-12-310001766037IMO Investor Holdings, Inc., First Lien-Drawn2022-12-310001766037nmslf:IMOInvestorHoldingsInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Barracuda Parent, LLC2022-12-310001766037Geo Parent Corporation2022-12-310001766037SpecialtyCare, Inc., First Lien2022-12-310001766037SpecialtyCare, Inc., First Lien-Drawn 12022-12-310001766037SpecialtyCare, Inc., First Lien-Drawn 22022-12-310001766037nmslf:SpecialtycareInc.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037Bluefin Holding, LLC2022-12-310001766037Spring Education Group, Inc.2022-12-310001766037Cloudera, Inc.2022-12-310001766037TMK Hawk Parent, Corp.2022-12-310001766037YLG Holdings, Inc.2022-12-310001766037Vectra Co.2022-12-310001766037Virtusa Corporation2022-12-310001766037us-gaap:InvestmentUnaffiliatedIssuerMembernmslf:FundedDebtSecuritiesMembercountry:US2022-12-310001766037Tahoe Finco, LLC2022-12-310001766037country:NLus-gaap:InvestmentUnaffiliatedIssuerMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037Trident Bidco Limited, First Lien 12022-12-310001766037Trident Bidco Limited, First Lien 22022-12-310001766037nmslf:FundedDebtSecuritiesMembernmslf:TridentBidcoLimitedMember2022-12-310001766037us-gaap:InvestmentAffiliatedIssuerNoncontrolledMembernmslf:FundedDebtSecuritiesMembercountry:US2022-12-310001766037Atlas AU Bidco Pty Ltd 2022-12-310001766037us-gaap:InvestmentUnaffiliatedIssuerMembercountry:AUnmslf:FundedDebtSecuritiesMember2022-12-310001766037us-gaap:InvestmentUnaffiliatedIssuerMembernmslf:FundedDebtSecuritiesMember2022-12-310001766037us-gaap:InvestmentUnaffiliatedIssuerMembernmslf:PioneerTopcoIL.P.Memberus-gaap:EquitySecuritiesMember2022-12-310001766037us-gaap:InvestmentAffiliatedIssuerNoncontrolledMembernmslf:PioneerTopcoIL.P.Membernmslf:FundedDebtSecuritiesMember2022-12-310001766037nmslf:FundedDebtSecuritiesMembercountry:USus-gaap:InvestmentAffiliatedIssuerControlledMember2022-12-310001766037nmslf:FundedDebtSecuritiesMember2022-12-310001766037Associations, Inc.2022-12-310001766037Coyote Buyer, LLC, First lien - Undrawn2022-12-310001766037Appriss Health, LLC, First lien - Undrawn2022-12-310001766037Bullhorn, Inc., First lien - Undrawn2022-12-310001766037Calabrio, Inc., First lien - Undrawn2022-12-310001766037Diligent Corporation, First lien - Undrawn2022-12-310001766037Relativity ODA LLC, First lien - Undrawn2022-12-310001766037Granicus, Inc., First lien - Undrawn2022-12-310001766037Kele Holdco, Inc., First lien - Undrawn2022-12-310001766037GC Waves Holdings, Inc., First lien - Undrawn2022-12-310001766037Radwell Parent, LLC, First lien - Undrawn2022-12-310001766037Safety Borrower Holdings LLC, First lien - Undrawn2022-12-310001766037Bottomline Technologies, Inc., First lien - Undrawn2022-12-310001766037Sun Acquirer Corp., First lien - Undrawn 12022-12-310001766037Sun Acquirer Corp., First lien - Undrawn 22022-12-310001766037nmslf:SunAcquirerCorp.2Membernmslf:UnfundedDebtSecuritiesMember2022-12-310001766037Affinipay Midco, LLC, First lien - Undrawn 12022-12-310001766037Affinipay Midco, LLC, First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:AffinipayMidcoLLCMember2022-12-310001766037USRP Holdings, Inc., First lien - Undrawn2022-12-310001766037IMO Investor Holdings, Inc., First lien - Undrawn 12022-12-310001766037IMO Investor Holdings, Inc., First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:IMOInvestorHoldingsIncMember2022-12-310001766037Recorded Future, Inc., First lien - Undrawn2022-12-310001766037Trinity Air Consultants Holdings Corporation, First lien - Undrawn 12022-12-310001766037Trinity Air Consultants Holdings Corporation, First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:TrinityAirConsultantsHoldingsCorporationMember2022-12-310001766037Wealth Enhancement Group, LLC (fka TA/WEG Holdings, LLC), First lien - Undrawn 12022-12-310001766037Wealth Enhancement Group, LLC (fka TA/WEG Holdings, LLC), First lien - Undrawn 22022-12-310001766037nmslf:WealthEnhancementGroupLLCFkaTAWEGHoldingsLLCMembernmslf:UnfundedDebtSecuritiesMember2022-12-310001766037IG Investments Holdings, LLC, First lien - Undrawn2022-12-310001766037Pye-Barker Fire & Safety, LLC, First lien - Undrawn2022-12-310001766037DCA Investment Holding, LLC, First lien - Undrawn 12022-12-310001766037DCA Investment Holding, LLC, First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:DCAInvestmentHoldingLLCMember2022-12-310001766037CG Group Holdings, LLC, First lien - Undrawn2022-12-310001766037iCIMS, Inc., First lien 32022-12-310001766037iCIMS, Inc., First lien - Undrawn2022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:ICIMSInc.2Member2022-12-310001766037SpecialtyCare, Inc., First lien - Undrawn 12022-12-310001766037SpecialtyCare, Inc., First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:SpecialtyCareIncMember2022-12-310001766037Avalara, Inc., First lien - Undrawn2022-12-310001766037GS Acquisitionco, Inc., First lien - Undrawn2022-12-310001766037Infogain Corporation, First lien - Undrawn2022-12-310001766037TigerConnect, Inc., First lien 32022-12-310001766037TigerConnect, Inc., First lien - Undrawn2022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:TigerConnectIncMember2022-12-310001766037Ocala Bidco, Inc., First lien - Undrawn2022-12-310001766037NMC Crimson Holdings, Inc., First lien - Undrawn2022-12-310001766037OA Buyer, Inc., First lien - Undrawn2022-12-310001766037Kaseya Inc., First lien - Undrawn 12022-12-310001766037Kaseya Inc., First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:KaseyaIncMember2022-12-310001766037Community Brands ParentCo, LLC, First lien - Undrawn 12022-12-310001766037Community Brands ParentCo, LLC, First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:CommunityBrandsParentCoLLCMember2022-12-310001766037Pioneer Buyer I, LLC, First lien - Undrawn2022-12-310001766037KWOR Acquisition, Inc., First lien - Undrawn2022-12-310001766037KPSKY Acquisition Inc., First lien - Undrawn2022-12-310001766037OB Hospitalist Group, Inc., First lien - Undrawn2022-12-310001766037Daxko Acquisition Corporation, First lien - Undrawn 12022-12-310001766037Daxko Acquisition Corporation, First lien - Undrawn 22022-12-310001766037nmslf:DaxkoAcquisitionCorporationMembernmslf:UnfundedDebtSecuritiesMember2022-12-310001766037Foreside Financial Group, LLC, First lien - Undrawn 12022-12-310001766037Foreside Financial Group, LLC, First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:ForesideFinancialGroupLLCMember2022-12-310001766037FS WhiteWater Borrower, LLC, First lien - Undrawn 12022-12-310001766037FS WhiteWater Borrower, LLC, First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:FSWhiteWaterBorrowerLLCMember2022-12-310001766037CoreTrust Purchasing Group LLC, First lien - Undrawn 12022-12-310001766037CoreTrust Purchasing Group LLC, First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:CoreTrustPurchasingGroupLLCMember2022-12-310001766037Zone Climate Services, Inc., First lien - Undrawn2022-12-310001766037Businessolver.com, Inc., First lien - Undrawn2022-12-310001766037Notorious Topco, LLC, First lien - Undrawn 12022-12-310001766037Notorious Topco, LLC, First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:NotoriousTopcoLLCMember2022-12-310001766037PDQ.com Corporation, First lien - Undrawn2022-12-310001766037MRI Software LLC, First lien - Undrawn 12022-12-310001766037MRI Software LLC, First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:MRISoftwareLLCMember2022-12-310001766037Beacon Pointe Harmony, LLC, First lien - Undrawn 12022-12-310001766037Beacon Pointe Harmony, LLC, First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:BeaconPointeHarmonyLLCMember2022-12-310001766037CCBlue Bidco, Inc., First lien - Undrawn2022-12-310001766037Project Essential Bidco, Inc., First lien - Undrawn2022-12-310001766037ACI Group Holdings, Inc., First lien - Undrawn 12022-12-310001766037ACI Group Holdings, Inc., First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:ACIGroupHoldingsInc.2Member2022-12-310001766037Diamondback Acquisition, Inc., First lien - Undrawn2022-12-310001766037AAH Topco, LLC, First lien - Undrawn 12022-12-310001766037AAH Topco, LLC, First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:AAHTopcoLLCMember2022-12-310001766037Fortis Solutions Group, LLC, First lien - Undrawn 12022-12-310001766037Fortis Solutions Group, LLC, First lien - Undrawn 22022-12-310001766037Fortis Solutions Group, LLC, First lien - Undrawn 32022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:FortisSolutionsGroupLLCMember2022-12-310001766037Thermostat Purchaser III, Inc., First lien - Undrawn2022-12-310001766037GraphPAD Software, LLC, First lien - Undrawn 12022-12-310001766037GraphPAD Software, LLC, First lien - Undrawn 22022-12-310001766037nmslf:UnfundedDebtSecuritiesMembernmslf:GraphPADSoftwareLLCMember2022-12-310001766037YLG Holdings, Inc., First lien - 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________________________
FORM 10-K
_________________________________________________________________________________
ýAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2023
oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
_________________________________________________________________________________
Commission File Number Exact name of registrant as specified in its charter, address of principal executive offices, telephone number and states or other jurisdictions of incorporation or organization I.R.S. Employer
Identification Number
000-56123 
NMF SLF I, Inc.
1633 Broadway, 48th Floor
New York, New York 10019
Telephone: (212720-0300
State of Incorporation: Maryland
 83-3291673
_________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act: None
Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneN/AN/A
Securities registered pursuant to Section 12(g) of the Act:
Title of each class 
Common Stock, par value $0.001
_________________________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý
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 ý    No o
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 ý    No o

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 o
Accelerated filer o
Non-accelerated filer ý
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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes o    No ý
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý
_________________________________________________________________________________
The number of the registrant's common stock shares outstanding as of March 6, 2024 was 87,812,771. As of June 30, 2023, there was no established public market for the registrant's common stock.
1

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023
TABLE OF CONTENTS
  PAGE

2

PART I
Item 1.    Business.
NMF SLF I, Inc. (the "Company","we", "us" or "our") was formed on January 23, 2019 as a corporation under the laws of the State of Maryland under our former name NMF Senior Loan Fund I, Inc. In January 2020, we changed our name to NMF SLF I, Inc. We are a non-diversified management investment company that, in January 2020, elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). With the filing of our tax return for the year ended December 31, 2020, we have elected to be treated, and intend to comply with the requirements to continue to qualify annually, as a regulated investment company ("RIC") for U.S. federal income tax purposes under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
NMF SLF I SPV, L.L.C. ("SLF I SPV"), our wholly-owned direct subsidiary, was formed on December 9, 2020 in Delaware as a limited liability company whose assets are used to secure SLF I SPV's credit facility. NMF SLF I Opportunistic SPV, L.L.C., our wholly-owned direct subsidiary, was formed on October 6, 2022 in Delaware as a limited liability company.
During any time that our underlying assets are considered for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of the Code, to be assets of employee benefit plans and other plans that purchase our shares, our investments and the activities of our investment adviser will be subject to and, in certain cases, limited by, such laws. Accordingly, all investors should carefully read "— ERISA Considerations" in this Annual Report on Form 10-K.
New Mountain Finance Advisers BDC, L.L.C.
New Mountain Finance Advisers BDC, L.L.C. (the "Investment Adviser") is a wholly-owned subsidiary of New Mountain Capital Group, L.P. (together with New Mountain Capital L.L.C. and its affiliates, "New Mountain Capital") whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority investor. New Mountain Capital is a global investment firm with approximately $50 billion of assets under management and a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies. The Investment Adviser manages our day-to-day operations and provides us with investment advisory and management services. In particular, the Investment Adviser is responsible for identifying attractive investment opportunities, conducting research and due diligence on prospective investments, structuring our investments and monitoring and servicing our investments. The Investment Adviser is managed by a six member investment committee (the "Investment Committee"), which is responsible for approving purchases and sales of our investments above $6.5 million in the aggregate by a single issuer. For additional information on the Investment Committee, see "Investment Committee".
New Mountain Finance Administration, L.L.C.
New Mountain Finance Administration, L.L.C. (the "Administrator"), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct our day-to-day operations. The Administrator also maintains, or oversees the maintenance of, our consolidated financial records, our reports to stockholders and reports filed with the U.S. Securities and Exchange Commission ("SEC"). The Administrator performs the calculation and publication of the value of our net assets, the payment of our expenses and oversees the performance of various third-party service providers and the preparation and filing of our tax returns. The Administrator may also provide, on our behalf, significant managerial assistance to our portfolio companies.
Because (i) "benefit plan investors", as defined in Section 3(42) of ERISA, and any regulations promulgated thereunder ("Benefit Plan Investors"), hold 25% or more of our outstanding shares, and (ii) our shares are not listed on a national securities exchange, an unaffiliated third-party (the "Sub-Administrator") has been engaged to independently value our investments, in consultation with the Investment Adviser. In accordance with the 1940 Act, the fair value of our investments is ultimately determined by the board of directors (the "Board"). In addition, our Administrator is not entitled to reimbursement for our allocable portion of the compensation of, or other expenses pertaining to, any personnel employed by the Administrator or any of its affiliates that may perform services for us, including our chief financial officer, chief compliance officer and their respective staffs. The Administrator is also not entitled to reimbursement for our allocable portion of its overhead expenses. In the event (i) Benefit Plan Investors do not hold 25% or more of our outstanding shares, or (ii) our shares are listed on a national securities exchange, we will reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to us, including the compensation of our chief financial officer and chief compliance officer, and their respective staffs.
Competition
We compete for investments with a number of BDCs and investment funds (including private equity and hedge funds), as well as traditional financial services companies such as commercial banks and other sources of financing. Many of these entities have greater financial and managerial resources than we do. We believe we are able to compete with these entities
3

primarily on the basis of the experience and contacts of our management team, our responsive and efficient investment analysis and decision-making processes, the investment terms we offer, the model that we employ to perform our due diligence with the broader New Mountain Capital team and our model of investing in companies and industries we know well.
We believe that some of our competitors may make investments with interest rates and returns that are comparable to or lower than the rates and returns that we target. Therefore, we do not seek to compete solely on the interest rates and returns that we offer to potential portfolio companies. For additional information concerning the competitive risks we face, see Item 1A.—Risk Factors in this Annual Report on Form 10-K.
Investment Objective and Portfolio
We are focused on providing direct lending solutions to U.S. upper middle market companies backed by top private equity sponsors. Our investment objective is to generate current income and capital appreciation through the sourcing and origination of senior secured loans and select junior capital positions, to growing businesses in defensive industries that offer attractive risk-adjusted returns. Our differentiated investment approach leverages the deep sector knowledge and operating resources of New Mountain Capital.
We primarily invest in senior secured debt of U.S. sponsor-backed, middle market companies. We define middle market companies as those businesses with annual earnings before interest, taxes, depreciation, and amortization ("EBITDA") between $10.0 million and $200.0 million. We focus on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.
Senior secured loans may include traditional first lien loans or unitranche loans. We invest a significant portion of its portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt. Certain unitranche loan investments may include “last-out” positions, which generally heighten the risk of loss.
As of December 31, 2023, our top five industry concentrations were software, business services, healthcare, financial services and consumer services. At December 31, 2023, our portfolio consisted of 110 portfolio companies and was invested 95.4% in first lien loans, 4.5% in second lien loans, 0.1% in subordinated debt, and less than 0.1% in equity and other, as measured at fair value versus 95 portfolio companies invested 95.0% in first lien loans, 4.9% in second lien loans, 0.1% in subordinated debt, and 0.0% in equity and other, as measured at fair value at December 31, 2022.
The fair value of our investments, as determined in good faith by our board of directors (the "Board"), was approximately $1,320.4 million at December 31, 2023 and approximately $1,173.4 million at December 31, 2022.
The following table shows our portfolio and investment activity for the years ended December 31, 2023 and December 31, 2022:
Year Ended December 31,
(in millions)20232022
New investments in 58 and 60 portfolio companies, respectively$230.9 $310.4 
Debt repayments in existing portfolio companies(62.3)(141.1)
Sales of securities in 12 and 9 portfolio companies, respectively(48.2)(53.8)
Change in unrealized appreciation on 84 and 17 portfolio companies, respectively23.3 1.0 
Change in unrealized depreciation on 30 and 90 portfolio companies, respectively(6.5)(28.0)
4

The following summarizes our ten largest portfolio company investments and the top ten industries in which we were invested as of December 31, 2023, calculated as a percentage of fair value as of December 31, 2023:
December 31, 2023
Portfolio CompanyPercent of Total Investments at Fair Value
Wealth Enhancement Group, LLC2.4 %
Affinipay Midco, LLC2.3 %
GS Acquisitionco, Inc.2.3 %
Pye-Barker Fire & Safety, LLC2.3 %
Associations, Inc.2.2 %
Higginbotham Insurance Agency, Inc.2.1 %
Zone Climate Services, Inc.2.1 %
Syndigo LLC2.1 %
iCIMS, Inc.2.0 %
Allworth Financial Group, L.P.1.9 %
Total21.7 %
 December 31, 2023
Industry TypePercent of Total
Investments at Fair Value
Software40.5 %
Business Services22.9 %
Healthcare15.5 %
Financial Services7.5 %
Consumer Services3.9 %
Education2.6 %
Distribution & Logistics1.7 %
Consumer Products1.6 %
Packaging1.3 %
Food & Beverage1.1 %
Specialty Chemicals & Materials0.9 %
Business Products0.5 %
Total100.0 %
Certain Limitations on Investments
Our underlying assets are considered for purposes of ERISA and Section 4975 of the Code to be assets of certain employee benefit plans and other plans that purchase shares ("ERISA Plans"). Under such circumstances, our investments and the activities of the Investment Adviser are subject to and, in certain cases, limited by, such laws. Accordingly, all investors should carefully read "— ERISA Considerations" in this Annual Report on Form 10-K.
Investment Criteria
The Investment Adviser has identified the following investment criteria and guidelines for use in evaluating prospective portfolio companies. However, not all of these criteria and guidelines were, or will be, met in connection with each of our investments.
Defensive growth industries. We seek to invest in industries that can succeed in both robust and weak economic environments, but which are also sufficiently large and growing to achieve high valuations providing enterprise value cushion for our targeted debt securities.
High barriers to competitive entry. We target industries and companies that have well defined industries and well established, understandable barriers to competitive entry.
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Recurring revenue. Where possible, we focus on companies that have a high degree of predictability in future revenue.
Flexible cost structure. We seek to invest in businesses that have limited fixed costs and therefore modest operating leverage.
Strong free cash flow and high return on assets. We focus on businesses with a demonstrated ability to produce meaningful free cash flow from operations. We typically target companies that are not asset intensive and that have minimal capital expenditure and minimal working capital growth needs.
Sustainable business and niche market dominance. We seek to invest in businesses that exert niche market dominance in their industry and that have a demonstrated history of sustaining market leadership over time.
Established companies. We seek to invest in established companies. We do not intend to invest in start‑up companies or companies with speculative business plans.
Investment Selection and Process
The Investment Adviser believes it has developed a proven, consistent and replicable investment process to execute our investment strategy. The Investment Adviser seeks to identify the most attractive investment sectors from the top down and then works to become the most advantaged investor in these sectors. The steps in the Investment Adviser's process include:
Identifying attractive investment sectors from the top down;
Creating competitive advantages in the selected industry sectors; and
Targeting companies with leading market share and attractive business models in its chosen sectors.
Investment Committee
The Investment Adviser is managed by a six member investment committee (the "Investment Committee"), which is responsible for approving purchases and sales of our investments above $6.5 million in the aggregate by a single issuer. The Investment Committee currently consists of Steven B. Klinsky, Robert A. Hamwee, Adam B. Weinstein, Laura C. Holson and John R. Kline. The sixth and final member of the Investment Committee will consist of a New Mountain Capital Managing Director who will hold the position on the Investment Committee on an annual rotating basis. A. Joe Delgado served on the Investment Committee from August 2022 to July 2023. Beginning in August 2023, Andre Moura was appointed to the Investment Committee for a one year term. Effective January 1, 2023, Laura C. Holson joined the Investment Committee as a new permanent member. In addition, our executive officers and certain investment professionals of the Investment Adviser are invited to all Investment Committee meetings. Purchases and dispositions below $6.5 million may be approved by our chief executive officer and our president. These approval thresholds are subject to change over time. We expect to benefit from the extensive and varied relevant experience of the investment professionals serving on the Investment Committee, which includes expertise in private equity, primary and secondary leveraged credit, private mezzanine finance and distressed debt.
The purpose of the Investment Committee is to evaluate and approve, as deemed appropriate, all investments by the Investment Adviser, subject to certain thresholds. The Investment Committee's process is intended to bring the diverse experience and perspectives of the Investment Committee's members to the analysis and consideration of every investment. The Investment Committee also serves to provide investment consistency and adherence to the Investment Adviser's investment philosophies and policies. The Investment Committee also determines appropriate investment sizing and suggests ongoing monitoring requirements.
In addition to reviewing investments, the Investment Committee meetings serve as a forum to discuss credit views and outlooks. Potential transactions and investment opportunities are also reviewed on a regular basis. The members of our investment team are encouraged to share information and views on credit with the Investment Committee early in their analysis. This process improves the quality of the analysis and allows the deal team members to work more efficiently.
Investment Structure
We target debt investments that will yield current income that can support distributions to our common stockholders. Our debt investments are typically structured with the maximum seniority and collateral that we can reasonably obtain while seeking to achieve our total return target.
The terms of our debt investments are tailored to the facts and circumstances of the transaction and prospective portfolio company and are structured to protect our rights and manage our risk while creating incentives for the portfolio company to achieve its business plan. A substantial source of return is the cash interest that we collect on our debt investments.
First lien loans, second lien loans, and bonds generally have terms of four to seven years, provide for a variable or fixed interest rate, and may contain prepayment penalties. First lien loans are secured by a first priority security interest in all
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existing and future assets of the borrower. Second lien loans are secured by a second priority security interest. Our loans and bonds may include payment-in-kind ("PIK") interest, which represents contractual interest accrued and added to the principal that generally becomes due at maturity. Our first lien loans may include traditional first lien senior secured loans or unitranche loans. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt according to the combination of loan characteristics of the unitranche loan. Unitranche loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term and there is a heightened risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity.
In addition, from time to time we may also enter into revolving credit facilities, bridge financing commitments, delayed draw commitments or other commitments which can result in providing future financing to a portfolio company. When we make a debt investment, we may be granted equity in the portfolio company in the same class of security as the sponsor receives upon funding.
We may make investments through wholly owned subsidiaries. Such subsidiaries are expected to be organized as corporations or limited liability companies and will not be registered under the 1940 Act. These subsidiaries may be formed to obtain favorable tax benefits or to obtain financing on favorable terms due to their bankruptcy‑remote characteristics. Our Board has oversight responsibility for our investment activities, including our investment in any subsidiary, and our role as sole shareholder of any subsidiary. To the extent applicable to the investment activities of a subsidiary, the subsidiary will follow the same compliance policies and procedures as we do. We would "look through" any such subsidiary to determine compliance with our investment policies.
Portfolio Company Monitoring
We monitor the performance and financial trends of our portfolio companies on at least a quarterly basis. We attempt to identify any developments within the portfolio company, the industry or the macroeconomic environment that may alter any material element of our original investment strategy. our portfolio monitoring procedures are designed to provide a simple yet comprehensive analysis of our portfolio companies based on their operating performance and underlying business characteristics, which in turn forms the basis of its Risk Rating (as defined below).
We use an investment risk rating system to characterize and monitor the credit profile and expected level of returns on each investment in the portfolio. As such, we assign each investment a composite score ("Risk Rating") based on two metrics – 1) Operating Performance and 2) Business Characteristics:
Operating Performance assesses the health of the investment in context of its financial performance and the market environment it faces. The metric is expressed in Tiers of "1" to "4", with "1" being the worst and "4" being the best:
Tier 1 – Severe business underperformance and/or severe market headwinds
Tier 2 – Significant business underperformance and/or significant market headwinds
Tier 3 – Moderate business underperformance and/or moderate market headwinds
Tier 4 – Business performance is in-line with or above expectations
Business Characteristics assesses the health of the investment in context of the underlying portfolio company's business and credit quality, the underlying portfolio company's current balance sheet, and the level of support from the equity sponsor. The metric is expressed as on a qualitative scale of "A" to "C", with "A" being the best and "C" being the worst.
The Risk Rating for each investment is a composite of these two metrics. The Risk Rating is expressed in categories of Red, Orange, Yellow and Green, with Red reflecting an investment performing materially below expectations and Green reflecting an investment that is in-line with or above expectations. The mapping of the composite scores to these categories are below:
Red – 1C (e.g., Tier 1 for Operating Performance and C for Business Characteristics)
Orange – 2C and 1B
Yellow – 3C, 2B, and 1A
Green – 4C, 3B, 2A, 4B, 3A, and 4A


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The following table shows the Risk Ratings of our portfolio companies as of December 31, 2023:
(in millions)As of December 31, 2023
Risk RatingCostPercentFair ValuePercent
Red$— — %$— — %
Orange11.9 0.9 %10.4 0.8 %
Yellow29.3 2.2 %26.6 2.0 %
Green1,280.3 96.9 %1,283.4 97.2 %
 $1,321.5 100.0 %$1,320.4 100.0 %
As of December 31, 2023, all investments in our portfolio had a Green Risk Rating with the exception of three portfolio companies that had a Yellow Risk Rating and one portfolio company that had an Orange Risk Rating.
Exit Strategies/Refinancing
We expect to exit our investments typically through one of four scenarios: (i) the sale of the portfolio company itself, resulting in repayment of all outstanding debt, (ii) the recapitalization of the portfolio company in which our loan is replaced with debt or equity from a third party or parties (in some cases, we may choose to participate in the newly issued loan(s)), (iii) the repayment of the initial or remaining principal amount of our loan then outstanding at maturity, or (iv) our sale of the debt investment. In some investments, there may be scheduled amortization of some portion of our loan which would result in a partial exit of our investment prior to the maturity of the loan.
Valuation of Portfolio Securities
At all times consistent with accounting principles generally accepted in the United States ("GAAP"), the 1940 Act and ERISA, if applicable, we conduct a valuation of our assets, pursuant to which our net asset value is determined.
We value our assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, our Board is ultimately and solely responsible for determining the fair value of our portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where our portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. Because (i) Benefit Plan Investors hold 25% or more of our outstanding shares, and (ii) our shares are not listed on a national securities exchange, a Sub-Administrator has been engaged to independently value our investments, in consultation with the Investment Adviser. Our quarterly valuation procedures, which are the procedures that will be followed by such Sub-Administrator, 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 Sub-Administrator, in consultation with the investment professionals of 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. If the Sub-Administrator is unable to sufficiently validate the quote(s) 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); and
b.For investments other than bonds, the personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, look at the number of quotes readily available and perform the following procedures:
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 an IHS Markit Ltd. quote differs from the Refinitiv (formerly known as Thomson Reuters) quote by +/- 5% or if the spread between the bid and ask for a quote is greater than 10%, the personnel of the Sub-Administrator, 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 Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value;
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ii.Investments for which one quote is received from a pricing service are validated by the Sub-Administrator, in consultation with the investment professionals at the Investment Adviser. The personnel of the Sub-Administrator, in consultation with the investment professionals of 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 Sub-Administrator 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 Sub-Administrator, in consultation with the investment professionals at the Investment Adviser, is 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 Sub-Administrator, in consultation with the investment professionals of the Investment Adviser responsible for the credit monitoring; and
b.Preliminary valuation conclusions will then be documented and discussed with our senior management.
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 a commitment 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 our investments may fluctuate from period to period and the fluctuations could be material.
In the event Benefit Plan Investors do not hold 25% or more of our outstanding shares, or our shares are listed on a national securities exchange, then (i) personnel of the Investment Adviser will undertake the roles to be performed by the personnel of the Sub-Administrator, as described above and (ii) if an investment falls into category (3) above for four consecutive quarters and the investment's par value or its fair value exceeds a certain materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our Board.
For all valuations, the valuation committee of our Board (the "Valuation Committee"), which consists solely of directors who are not "interested persons" of the Company, as such term is defined in Section 2(a)(19) of the 1940 Act (the "Independent Directors"), will review these preliminary valuations and our Board, a majority of whom are Independent Directors, will discuss the valuations and determine the fair value of each investment in the portfolio in good faith; provided, however, because our assets are treated as "plan assets" for purposes of ERISA, the Sub-Administrator will determine valuations using only those valuation methodologies reviewed and approved by the Valuation Committee and our Board, and our Board will accept such valuations prepared by the Sub-Administrator in accordance therewith.

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Operating and Regulatory Environment
As with other companies regulated by the 1940 Act, a BDC must adhere to certain regulatory requirements. The 1940 Act contains prohibitions and restrictions relating to investments by a BDC in another investment company, as well as transactions between BDCs and their affiliates, principal underwriters and affiliates of those affiliates or underwriters. A BDC must be organized and have its principal place of business in the U.S., it must be operated for the purpose of investing in or lending to primarily private or thinly traded companies and it must make significant managerial assistance available to those companies whose securities are considered Qualifying Assets (as defined below) for the BDC.
We have a Board. A majority of our Board must be Independent Directors. Since January 2020, when we elected to be regulated as a BDC, we have been prohibited from indemnifying any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office. In addition, because our assets are treated as "plan assets" for purposes of ERISA, we are prohibited from indemnifying any person from any liability to the extent that such liability arose in connection with the breach by such person of his or her fiduciary duties under ERISA and expenses may only be advanced to the extent permitted under ERISA. Additionally, to provide additional shareholder protection, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC. Furthermore, the Investment Adviser has purchased a fidelity bond satisfying the requirements of Section 412 of ERISA with respect to our assets owned by ERISA Plans. We bear the cost of such fidelity bond.
Since January 2020, when we elected to be regulated as a BDC, we have been required to meet a coverage ratio of the value of total assets to total senior securities, which include all of our borrowings, and any preferred stock we may issue in the future (if at all). Under the 1940 Act, as amended by the Small Business Credit Availability Act, a BDC may increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. With the approval of our Board and sole initial stockholder pursuant to Section 61(a)(2) under the 1940 Act, we have elected to be subject to the lower asset coverage ratio of 150% available thereunder in order to maintain maximum flexibility, reflecting a 2:1 debt to equity ratio.
We may, to the extent permitted under the 1940 Act, issue additional equity or debt capital. We will generally not be able to issue and sell our common stock at a price below net asset value per share without stockholder approval. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our Board determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. In addition, we may generally issue new shares of our common stock at a price below net asset value in rights offerings to existing stockholders, in payment of dividends and in certain other limited circumstances.
Since January 2020, when we elected to be regulated as a BDC, we have not generally been permitted to invest in any portfolio company in which the Investment Adviser or any of its affiliates currently have an investment or to make any co-investments with the Investment Adviser or its affiliates without an exemptive order from the SEC. On October 8, 2019, the SEC issued an exemptive order (the "Exemptive Order") to the Investment Adviser and certain of its affiliates which superseded a prior order issued on December 18, 2017, which permits us to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, we are permitted to co-invest with our affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of our Independent Directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of our stockholders and is consistent with our then-current investment objective and strategies. The Exemptive Order was amended on August 30, 2022 to permit us to complete follow-on investments in existing portfolio companies with certain affiliates that are private funds if such private funds do not have an investment in such existing portfolio company, subject to certain conditions. As our assets are treated as "plan assets" under ERISA, we will only co-invest in the same issuer with certain funds or entities managed by the Investment Adviser or its affiliates, so long as their and our respective investments are at the same level of such issuer's capital structure; provided, that in no event will we co-invest with any other fund or entity in contravention of the 1940 Act.
We may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority of the outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67.0% or more of such company's voting securities present at a meeting if more than 50.0% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50.0% of the outstanding voting securities of such company. We do not anticipate any substantial change in the nature of our business.
In addition, as a BDC, we are not permitted to issue stock in consideration for services.
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Taxation as a Regulated Investment Company
We have elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code, and intend to comply with the requirements to qualify and maintain our status as a RIC annually. As a RIC, we generally will not pay U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. Rather, dividends distributed by us generally are taxable to our stockholders, and any net operating losses, foreign tax credits and other tax attributes of ours generally do not pass through to our stockholders, subject to certain exceptions and special rules for certain items such as net capital gains and qualified dividend income recognized by us.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, to be eligible to be taxed as a RIC, we must timely distribute to our stockholders, for each taxable year, at least 90.0% of our "investment company taxable income", which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses (the "Annual Distribution Requirement").
If we qualify as a RIC and satisfy the Annual Distribution Requirement, we will not be subject to U.S. federal income tax on the portion of our income that is timely distributed (or is deemed to be timely distributed) to our stockholders. 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.
We will be subject to a 4.0% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98.0% of our net ordinary income for each calendar year, (2)    98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) any ordinary income and capital gain net income that we recognized in preceding years, but were not distributed during such years, and on which we did not pay U.S. federal income tax, in preceding years (the "Excise Tax Avoidance Requirement"). While we intend to make distributions to our stockholders in each taxable year that will be sufficient to avoid any U.S. federal excise tax on our earnings, there can be no assurance that we will be successful in entirely avoiding this tax.
    In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:
continue to qualify as a BDC under the 1940 Act at all times during each taxable year;
derive in each taxable year at least 90.0% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain "qualified publicly traded partnerships", or other income derived with respect to our business of investing in such stock or securities (the "90% Income Test"); and
diversify our holdings so that at the end of each quarter of the taxable year:
at least 50.0% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5.0% of the value of our assets or more than 10.0% of the outstanding voting securities of the issuer; and
no more than 25.0% of the value of our assets is invested in (1) the securities, other than U.S. government securities or securities of other RICs, of one issuer, (2) the securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades, or (3) the securities of certain "qualified publicly traded partnerships" (the "Diversification Tests").
A RIC is limited in its ability to deduct expenses in excess of its "investment company taxable income" (which is, generally, ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses). If our expenses in a given year exceed our investment company taxable income, we would experience a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years and such net operating losses do not pass through to its stockholders. In addition, expenses can be used only to offset investment company taxable income, not net capital gains. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RIC's investment company taxable income, but may carry forward such losses, and use them to offset capital gains, indefinitely. Due to these limits on the deductibility of expenses and net capital losses, we may for tax purposes have aggregate taxable income for several years that we are required to distribute and that is taxable to its stockholders even if such income is greater than the aggregate net income we actually earned during those years.
For U.S. federal income tax purposes, we may be required to include in our taxable income certain amounts that we have not yet received in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include in our taxable income in each year the portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also
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have to include in our taxable income other amounts that we have not yet received in cash, such as accruals on a contingent payment debt instrument or deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Because original issue discount or other amounts accrued will be included in our investment company taxable income for the year of accrual and before we receive any corresponding cash payments, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we would not have received any corresponding cash payment.
Accordingly, to enable us to satisfy the Annual Distribution Requirement, we may need to sell some of our assets at times and/or at prices that we would not consider advantageous, we may need to raise additional equity or debt capital or we may need to forego new investment opportunities or otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business). If we are unable to obtain cash from other sources to enable us to satisfy the Annual Distribution Requirement, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a corporate level U.S. federal income tax (and any applicable state and local taxes).
We may be prevented by financial covenants contained in our debt financing agreements, if any, from making distributions to our stockholders. In addition, under the 1940 Act, we are generally not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain "asset coverage" tests are met. See "—Senior Securities", below. Limits on distributions to our stockholders may prevent us from satisfying the Annual Distribution Requirement and, therefore, may jeopardize our qualification for taxation as a RIC or subject us to the 4.0% U.S. federal excise tax.
Although we do not presently expect to do so, we may borrow funds and sell assets in order to make distributions to our stockholders that are sufficient for us to satisfy the Annual Distribution Requirement. However, our ability to dispose of assets may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.
Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert long-term capital gain into short-term capital gain or ordinary income; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities is deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that will not be qualifying income for purposes of the 90% Income Test described above. We will monitor our transactions and may make certain tax decisions in order to mitigate the potential adverse effect of these provisions.
Foreign exchange gains and losses realized by us in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to our stockholders. Any such transactions that are not directly related to our investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury Regulations, produce income not among the types of "qualifying income" from which a RIC must derive at least 90% of its annual gross income.
Failure to Qualify for Tax Treatment as a Regulated Investment Company
If we fail to satisfy the 90% Annual Distribution Requirement or the Diversification Tests for any taxable year or quarter of such taxable year, we may nevertheless continue to qualify as a RIC for such year if certain relief provisions of the Code apply (which may, among other things, require us to pay certain U.S. federal income tax at corporate rates or to dispose of certain assets). If we fail to qualify for treatment as a RIC and such relief provisions do not apply to us, we will be subject to U.S. federal income tax on all of our taxable income at regular corporate rates (and also will be subject to any applicable state and local taxes), regardless of whether we make any distributions to our stockholders. Distributions would not be required. However, if distributions were made, any such distributions would be taxable to our stockholders as ordinary dividend income to the extent of our current and accumulated earnings and profits and, subject to certain limitations under the Code, may qualify as "qualified dividends" that are subject to U.S. federal income tax at a rate of 20%. Subject to certain limitations under the Code, corporate distributees may be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder's adjusted tax basis, and any remaining distributions would be treated as a capital gain.
Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the non-qualifying year, we
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could be subject to tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized during the five-year period after our requalification as a RIC, unless we made a special election to pay U.S. federal income tax at corporate rates on such built-in gain at the time of our requalification as a RIC. We may decide to be taxed as a regular corporation even if we would otherwise qualify as a RIC if we determine that treatment as a corporation for a particular year would be in our best interests.
ERISA Considerations
The following summary of certain aspects of ERISA is based upon ERISA, judicial decisions, and U.S. Department of Labor ("DOL") regulations and rulings in existence on the date hereof. This summary is general in nature and does not address every ERISA issue that may be applicable to us or a particular investor.
The Investment Adviser does not currently intend to restrict ownership of shares by Benefit Plan Investors and, therefore, it is anticipated that Benefit Plan Investors will own (and do currently own), in the aggregate, in excess of 25% of the total value of shares. Accordingly, during such time that Benefit Plan Investors own 25% or more of the total value shares, our underlying assets will be considered "plan assets," as described below.
Benefit Plan Investor Fiduciary Requirements    
Persons who are fiduciaries with respect to a U.S. employee benefit plan or trust within the meaning of and subject to the provisions of ERISA (an "ERISA Plan"), an individual retirement account or a Keogh plan subject solely to the provisions of the Code (an "Individual Retirement Fund") should consider, among other things, the matters described below before determining whether to invest in us. References hereinafter made to ERISA include parallel references to the Code.
ERISA imposes certain general and specific responsibilities on persons who are fiduciaries with respect to an ERISA Plan, including prudence, diversification, avoidance of prohibited transactions and compliance with other standards. In determining whether a particular investment is appropriate for an ERISA Plan, DOL regulations provide that a fiduciary of an ERISA Plan must give appropriate consideration to, among other things, the role that the investment plays in the ERISA Plan's portfolio, taking into consideration whether the investment is designed reasonably to further the ERISA Plan's purposes, the risk and return factors of the potential investment, including the fact that the returns may be subject to U.S. federal tax as unrelated business taxable income, the portfolio's composition with regard to diversification, the liquidity and current return of the total portfolio relative to the anticipated cash flow needs of the ERISA Plan, the projected return of the total portfolio relative to the ERISA Plan's funding objectives, and the limitation on the rights of investors to redeem their shares. Before investing the assets of an ERISA Plan in us, a fiduciary should determine whether such an investment is consistent with its fiduciary responsibilities and the foregoing regulations. For example, a fiduciary should consider whether an investment in us may be too illiquid or too speculative for a particular ERISA Plan and whether the assets of the ERISA Plan would be sufficiently diversified. If a fiduciary with respect to any such ERISA Plan breaches its responsibilities with regard to selecting an investment or an investment course of action for such ERISA Plan, the fiduciary may be held personally liable for losses incurred by the ERISA Plan as a result of such breach.
Plan Assets Defined
ERISA and applicable DOL regulations describe when the underlying assets of an entity in which Benefit Plan Investors invest are treated as "plan assets" for purposes of ERISA. Under ERISA, the term Benefit Plan Investors is defined to include an "employee benefit plan" that is subject to the provisions of Title I of ERISA, a "plan" that is subject to the prohibited transaction provisions of Section 4975 of the Code, and entities the assets of which are treated as "plan assets" by reason of investment therein by Benefit Plan Investors.
Under ERISA, as a general rule, when an ERISA Plan invests assets in another entity, the ERISA Plan's assets include its investment, but do not, solely by reason of such investment, include any of the underlying assets of the entity. However, when an ERISA Plan acquires an "equity interest" in an entity that is neither: (a) a "publicly offered security"; nor (b) a security issued by an investment fund registered under the 1940 Act, then the ERISA Plan's assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established that: (i) the entity is an "operating company"; or (ii) the equity participation in the entity by Benefit Plan Investors is limited.
Under ERISA, the assets of an entity will not be treated as "plan assets" if Benefit Plan Investors hold less than 25% (or such greater percentage as may be specified in regulations promulgated by the DOL) of the value of each class of equity interests in the entity. Equity interests held by a person with discretionary authority or control with respect to the assets of the entity and equity interests held by a person who provides investment advice for a fee (direct or indirect) with respect to such assets or any affiliate of any such person (other than a Benefit Plan Investor) are not considered for purposes of determining whether the assets of an entity will be treated as "plan assets" for purposes of ERISA. The Benefit Plan Investor percentage of ownership test applies at the time of an acquisition by any person of the equity interests. In addition, an advisory opinion of the DOL takes the position that a withdrawal of an equity interest by an investor constitutes the acquisition of an equity interest by
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the remaining investors (through an increase in their percentage ownership of the remaining equity interests), thus triggering an application of the Benefit Plan Investor percentage of ownership test at the time of the withdrawal.
Plan Asset Consequences
The Investment Adviser anticipates that the aggregate investment in us by Benefit Plan Investors may, from time to time (and currently does), equal or exceed 25% (or such greater percentage as may be specified in regulations promulgated by the DOL) of the value of any class of equity interests in us. In such circumstances, our assets would be treated as "plan assets" for purposes of ERISA. If investments in us by Benefit Plan Investors does not equal or exceed the 25% threshold as set forth above, neither we nor the Investment Adviser would be subject to the provisions of ERISA. As a general rule, during periods when our assets are treated as "plan assets" for purposes of ERISA, the Investment Adviser will be deemed a "fiduciary" (as defined in ERISA and the Code) with respect to each ERISA Plan and Individual Retirement Fund investing in us. In addition, during periods when our assets are treated as "plan assets" for purposes of ERISA, the Investment Adviser will be subject to the general prudence and fiduciary responsibility provisions of ERISA with respect to each ERISA Plan and Individual Retirement Fund investing in us. Generally, the fiduciary provisions of ERISA require fiduciaries to act for the exclusive benefit of participants and beneficiaries of the ERISA Plan, to employ the care, skill, prudence and diligence that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, to diversify investments so as to minimize the risks of large losses, and to comply with the ERISA Plan and trust documents of the ERISA Plan. In such circumstances, an investment by an ERISA Plan in us would constitute the appointment, in accordance with the written instruments governing the underlying ERISA Plan, of the Investment Adviser as an "investment manager" as defined in Section 3(38) of ERISA, with respect to each such investing ERISA Plan. The acceptance of the subscription constitutes acknowledgment by the Investment Adviser of its status as a fiduciary with respect to such investing ERISA Plan during any such period.
During periods when our assets are treated as "plan assets" for purposes of ERISA, we will be subject to various other requirements of ERISA and the Code. In particular, we would be subject to rules restricting transactions with "parties in interest" and prohibiting transactions involving conflicts of interest on the part of fiduciaries which might result in a violation of ERISA and the Code unless the transaction was subject to a statutory or administrative exemption that would allow us to conduct our operations as described herein.
During periods when our underlying assets are "plan assets," the Investment Adviser, as the party with fiduciary authority, will be prohibited from entering into any transaction prohibited by Section 406(a) of ERISA or Section 4975(c)(1)(A)-(D) of the Code and will also be prohibited by Section 406(b) of ERISA and Section 4975(c)(1)(E) and (F) of the Code from receiving consideration for its personal account in connection with a transaction involving our assets, from acting in any transaction on behalf of a party whose interests are adverse to our interests, and from dealing with our assets in its own interest or for its own account. Unless covered by an exemption, the Investment Adviser will be prohibited from entering into any transaction or engaging in any activity if such transaction or activity is prohibited by Section 406 of ERISA or Section 4975 of the Code. In this regard, the Investment Adviser anticipates that where an exemption is necessary to be able to enable us to enter into certain transactions with parties in interest or disqualified persons, the Investment Adviser may rely on the following statutory, individual or class exemptions issued by the DOL:
(a)Section 408(b)(17) of ERISA (and Section 4975(d)(20) of the Code). Section 408(b)(17) of ERISA (and Section 4975(d)(20) of the Code) permits us to engage in transactions with various service providers to the Benefit Plan Investors as long as the conditions set forth in Section 408(b)(17) of ERISA (and Section 4975(d)(20) of the Code) are satisfied.
(b)Qualified Professional Asset Manager Exemption. Prohibited Transaction Class Exemption 84-14 generally permits ERISA Plans and Individual Retirement Funds to enter into transactions with parties in interest and disqualified persons if such transactions are entered into on behalf of such plans by a "Qualified Professional Asset Manager" (a "QPAM"). The Investment Adviser currently qualifies as a QPAM and during all periods when our assets are treated as "plan assets" for purposes of ERISA, the Investment Adviser may rely on PTE 84-14 with regard to transactions covered thereunder. A QPAM is defined to include an investment adviser registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act") which has in excess of $85 million of client assets under management and control, as of the last day of its most recent fiscal year, and in excess of $1 million of stockholders’ or partners’ equity as shown on its most recent balance sheet prepared within the preceding two years. By virtue of qualifying as a QPAM, the transactions entered into by the Investment Adviser generally will be exempt from the prohibited transaction rules of Section 406(a) of ERISA. The "QPAM Exemption", however, does not exempt certain transactions, such as those between a QPAM and itself or an affiliate of the QPAM and those between a QPAM and the party who has the authority to hire, fire or negotiate the terms of the agreement with the QPAM. Nor does the QPAM Exemption permit the purchase or holding of employer securities that are not "qualifying employer securities" as provided in Section 407 of ERISA or the purchase or holding of "qualifying employer securities" in excess of the limits described in Section 407 of
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ERISA. In addition, the QPAM Exemption will not apply with respect to transactions involving an ERISA Plan if the assets of such ERISA Plan, when combined with the assets of other Plans maintained by the same employer or an affiliate of such employer, represent more than 20% of the total client assets managed by the QPAM.
In order for the Investment Adviser to avoid engaging in any actions that are not exempt by the QPAM Exemption, each ERISA Plan investor will identify to the Investment Adviser (i) the ERISA Plan fiduciaries with authority to invest ERISA Plan assets in the shares as well as such fiduciaries’ affiliates and (ii) the employer sponsor of such ERISA Plan, each other employer participating in such ERISA Plan and each such employer’s affiliates. Each ERISA Plan investor will be obligated to notify us of any changes in such information. Although fiduciaries of ERISA Plans which own less than 10% of the shares will not be treated as having the authority to hire, fire or negotiate the terms of the agreement with the Investment Adviser, such ERISA Plan fiduciaries and their affiliates must be identified because the ownership by such ERISA Plans may reach or exceed the 10% threshold due to fluctuations in ownership of the shares by other investors.
During periods when our assets are treated as "plan assets" and consistent with the QPAM Exemption, the Investment Adviser will acknowledge in writing that it is a fiduciary to each such Benefit Plan Investor and a named fiduciary of each ERISA Plan will properly appoint the Investment Adviser as an investment manager with respect to the ERISA Plan as provided in the subscription documents. If the Investment Adviser is so appointed and acknowledges in writing that it is a fiduciary with respect to the ERISA Plan, the ERISA Plan fiduciaries with discretion to invest in the shares will only be liable with respect to the decision to appoint and retain the Investment Adviser as a fiduciary with authority to manage the assets of the company and other ERISA Plan fiduciaries generally will not be liable for the acts and omissions of the Investment Adviser. However, ERISA Plan fiduciaries will be liable for a breach of fiduciary duties of the Investment Adviser if they knowingly participate in or conceal a fiduciary breach by the Investment Adviser, enable the Investment Adviser to commit a breach by breaching their own fiduciary duty, or fail to make reasonable efforts to remedy such a breach.
(c)Individual Exemptions. During all periods in which our assets are treated as "plan assets" for purposes of ERISA, the Investment Adviser may apply to the DOL for an individual exemption to permit us to enter into transactions for which no class or statutory exemption is available, if it believes that the transaction is in our best interest, or may so apply if any transaction entered into by us is deemed by the DOL or the Internal Revenue Service (the "IRS") to violate the prohibited transaction provisions to ERISA or the Code.
If a prohibited transaction occurs for which no exemption is available, the Investment Adviser and any other party in interest that has engaged in the prohibited transaction could be required (i) to restore to the Individual Retirement Fund or ERISA Plan any profit realized on the transaction and (ii) to reimburse the Individual Retirement Fund or ERISA Plan for any losses suffered by the Individual Retirement Fund or ERISA Plan as a result of the investment. Each party in interest involved could be subject to an excise tax equal to 15% of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, to an additional tax of 100%. Individual Retirement Fund and ERISA Plan fiduciaries that decide to invest in us could, under certain circumstances, be liable for prohibited transactions or other violations as a result of their investment in us or as co-fiduciaries for actions taken by or on behalf of us.
Section 408(a)(5) of the Code, provides that the assets of an individual retirement account (an "IRA") may not be commingled with other property except in a common trust or investment fund. A prohibited commingling of the assets of an IRA in other than a common trust fund or common investment fund could result in the disqualification of the IRA and a deemed distribution of the IRA's assets to the beneficiary of the IRA.
Although we are not a common trust fund or common investment fund, for the reasons discussed below, we have been advised by legal counsel that, if our assets were treated as "plan assets" for purposes of ERISA, an investment in us by an IRA should not be deemed to involve a prohibited commingling of IRA assets. While our assets, under certain circumstances discussed above, may be treated as "plan assets" for purposes of ERISA, that term applies solely for purposes of Title I of ERISA and Section 4975 of the Code, but not to Section 408(a)(5) of the Code. Accordingly, although there is no direct authority on this matter, for purposes of the prohibition against the commingling of IRA assets, no such commingling should occur because the sole interest of an investing IRA would be its shares, and not our underlying assets.
If our assets are treated as "plan assets" for purposes of ERISA, the Investment Adviser will purchase a fidelity bond satisfying the requirements of Section 412 of ERISA with respect to our assets owned by ERISA Plans. We will bear the cost of such fidelity bond. Finally, ERISA imposes a requirement that all assets of an ERISA Plan be held in trust. This requirement should be fulfilled by each ERISA Plan’s trustee holding its confirmation of ownership of the shares in trust. ERISA does not require that our assets be held in trust.

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Representations by Plans
An ERISA Plan proposing to invest in us will be required to represent that it is, and any fiduciaries responsible for the ERISA Plan's investments are, aware of and understand our investment objectives, policies and strategies, and that the decision to invest plan assets in us was made with appropriate consideration of relevant investment factors with regard to the ERISA Plan and is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA.
Whether or not our assets are treated as "plan assets" for purposes of ERISA, an investment in us by an ERISA Plan is subject to ERISA. Accordingly, fiduciaries of ERISA Plans should consult with their own counsel as to the consequences under ERISA of an investment in us.
ERISA Plans and Individual Retirement Funds Having Prior Relationships with the Investment Adviser or its Affiliates
Certain prospective ERISA Plan and Individual Retirement Fund investors may currently maintain relationships with the Investment Adviser or other entities that are affiliated with the Investment Adviser. Each of such entities may be deemed to be a party in interest to, and/or a fiduciary of, any ERISA Plan or Individual Retirement Fund to which any of the Investment Adviser or its affiliates provides investment management, investment advisory or other services. ERISA prohibits ERISA Plan assets to be used for the benefit of a party in interest and also prohibits an ERISA Plan fiduciary from using its position to cause the ERISA Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. Similar provisions are imposed by the Code with respect to Individual Retirement Funds. ERISA Plan and Individual Retirement Fund investors should consult with counsel to determine if investment in us is a transaction that is prohibited by ERISA or the Code.
Eligible Indirect Compensation and Disclosure Requirements Under Section 408(b)(2) of ERISA
During any time that our assets are deemed for purposes of ERISA to be "plan assets," the ERISA Plan’s share of the fair market value of the assets held by the Fund will need to be reflected on the Plan’s annual returns/reports. The disclosures set forth herein constitute the Investment Adviser's good faith efforts to comply with the disclosure requirements of Form 5500, Schedule C and allow for the treatment of its compensation as eligible indirect compensation.
In addition, the disclosures set forth herein, in conjunction with disclosures made in the Investment Adviser's Form ADV and registration statements, constitute the Investment Adviser's good faith efforts to comply with the disclosure requirements under Section 408(b)(2) of ERISA and the regulations promulgated thereunder, if applicable.
Future Regulations and Rulings
The provisions of ERISA are subject to extensive and continuing administrative and judicial interpretation and review. This section is based on the provisions of the Code and ERISA as currently in effect, and the existing administrative and judicial interpretations thereunder. No assurance can be given that administrative, judicial or legislative changes will not occur that may make the foregoing statements incorrect or incomplete. The discussion of ERISA contained herein is, of necessity, general and may be affected by future publication of regulations and rulings. Potential investors should consult with their legal advisers regarding the consequences under ERISA of the acquisition and ownership of shares.
ACCEPTANCE OF SUBSCRIPTIONS FOR SHARES ON BEHALF OF AN ERISA PLAN IS IN NO RESPECT A REPRESENTATION BY US OR ANY OTHER PARTY RELATED TO US THAT THIS INVESTMENT MEETS THE RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR ERISA PLAN OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR ERISA PLAN. THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISERS AS TO THE PROPRIETY OF AN INVESTMENT IN THE SHARES IN LIGHT OF THE CIRCUMSTANCES OF THE PARTICULAR ERISA PLAN SUBSCRIPTION PROCEDURE.

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Summary Risk Factors
The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You should carefully consider these risk factors, together with the risk factors set forth in
Item— 1A. Risk Factors in this Annual Report on Form 10-K and the other reports and documents filed by us with the SEC.
Risks Relating to Our Business and Structure
Events outside of our control, including public health crises, could negatively affect our portfolio companies and our results of our operations.
We are currently operating in a period of capital markets disruption and economic uncertainty.
U.S. and worldwide economic, political, regulatory and financial market conditions may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability.
There is uncertainty as to the value of our portfolio investments because most of our investments are, and may continue to be in private companies and recorded at fair value. In addition, the fair values of our investments are determined by our Board in accordance with our valuation policy.
Our ability to achieve our investment objective depends on key investment personnel of the Investment Adviser. If the Investment Adviser were to lose any of its key investment personnel, our ability to achieve our investment objective could be significantly harmed.
The 1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs, which could adversely affect our business.
We operate in a highly competitive market for investment opportunities and may not be able to compete effectively.
We may borrow money, which could magnify the potential for gain or loss on amounts invested in us and increase the risk of investing in us.
If we are unable to comply with the covenants or restrictions in our borrowings, our business could be materially adversely affected.
Risks Relating to Our Operations
Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need additional capital to finance our growth. If additional funds are unavailable or not available on favorable terms, our ability to grow may be impaired.
Our ability to enter into transactions with our affiliates is restricted.
The Investment Adviser has significant potential conflicts of interest with us and, consequently, your interests as stockholders which could adversely impact our investment returns.
The Investment Management Agreement (as defined below), as amended and restated from time to time, with the Investment Adviser and the Administration Agreement with the Administrator (the "Administration Agreement") were not negotiated on an arm’s length basis.
The Investment Adviser's liability is limited under the Investment Management Agreement, and we have agreed to indemnify the Investment Adviser against certain liabilities, which may lead the Investment Adviser to act in a riskier manner than it would when acting for its own account.
If we fail to maintain our status as a BDC, our business and operating flexibility could be significantly reduced.
If we do not invest a sufficient portion of our assets in qualifying assets, we could be precluded from investing in certain assets or could be required to dispose of certain assets, which could have a material adverse effect on our business, financial condition and results of operations.
We will be subject to U.S. federal income tax at corporate rates on all of our income if we are unable to maintain tax treatment as a RIC under Subchapter M of the Code, which would have a material adverse effect on our financial performance.
We may not be able to pay you distributions on our common stock, our distributions to you may not grow over time and a portion of our distributions to you may be a return of capital for U.S. federal income tax purposes.
We are obligated to maintain proper and effective internal control over financial reporting. Failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley
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Act of 2002 ("Sarbanes-Oxley Act") could have a material adverse effect on our business and the value of our common stock.
Risks Relating to Our Investments
Our investments in portfolio companies may be risky, and we could lose all or part of any of our investments.
Our investment strategy, which is focused primarily on privately held companies, presents certain challenges, including the lack of available information about these companies.
Our investments in securities rated below investment grade are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates.
Our portfolio may be concentrated in a limited number of industries, which may subject us to a risk of significant loss if there is a downturn in a particular industry in which a number of our investments are concentrated.
The lack of liquidity in our investments may adversely affect our business.
There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
Our performance may differ from our Investment Adviser's historical performance as our current investment strategy includes significantly more primary originations in addition to secondary market purchases.
The alternative reference rates that have replaced LIBOR in our credit arrangements and other financial instruments may not yield the same or similar economic results as LIBOR over the life of such transactions.
Covenant-lite loans may offer us fewer protections than traditional investments.
Risks Relating to Our Securities
Investing in our common stock may involve an above average degree of risk.
Our charter and our bylaws, as well as certain statutory and regulatory requirements, could deter takeover attempts.
You may not receive distributions or our distributions may decline or may not grow over time.
Because we are not currently a "publicly offered regulated investment company," as defined in the Code, certain U.S. stockholders will be treated as having received a dividend from us in the amount of such U.S. stockholder's allocable share of certain of our expenses, including a portion of its management fees, and such expenses will be treated as miscellaneous itemized deductions of such U.S. stockholders that are not currently deductible.
We do not currently intend for our shares to be listed on any national securities exchange.
The Private Offering
On January 27, 2020, we entered into separate subscription agreements with investors providing for the private placement of shares of our common stock in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and may enter into additional subscription agreements from time to time. Each investor in the private offering of our common stock (the "Private Offering") has made, or will make, a capital commitment (each, a "Capital Commitment") to purchase shares of our common stock pursuant to a subscription agreement entered into with us (a "Subscription Agreement"). As of December 31, 2023, we had aggregate Capital Commitments from investors of $690.0 million. Our Capital Commitments were fully drawn as of December 31, 2023.
Investors are required to make capital contributions to purchase shares of our common stock each time we deliver a drawdown notice, which will be issued based on our anticipated investment activities and capital needs, in an aggregate amount not to exceed each investor's respective Capital Commitment. We will deliver drawdown requests at least ten business days prior to the required funding date. All purchases of our common stock will generally be made pro rata in accordance with remaining Capital Commitments of all investors, at a per-share price equal to the net asset value per share of our common stock subject to any adjustments. Any adjustments would take into account a determination of changes to net asset value within 48 hours of the sale to assure compliance with Section 23(b) of the 1940 Act. At the end of the Investment Period (as defined below), stockholders will be released from any further obligation to fund drawdowns and purchase additional shares of our common stock, subject to certain conditions as described in more detail below and in the Subscription Agreement.

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Investment Management Agreement
We are a closed-end, non-diversified management investment company that elected in January 2020 to be regulated as a BDC under the 1940 Act. Pursuant to an investment advisory and management agreement entered into in January 2020, which was amended and restated on December 13, 2020 (the "First A&R Investment Management Agreement") and on September 26, 2022 (the "Second A&R Investment Management Agreement", or the "Investment Management Agreement"), we are externally managed by our Investment Adviser and pay our Investment Adviser a fee for its services (except that, because our assets are treated as "plan assets" for purposes of ERISA, we will not pay our Investment Adviser any fees related to services it may provide in its capacity as the Administrator, as set forth below). The following summarizes our arrangements with the Investment Adviser pursuant to the Investment Management Agreement.
    Pursuant to the Investment Management Agreement, the Investment Adviser:
determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
determines the securities and other assets that we will purchase, retain or sell;
identifies, evaluates and negotiates the structure of our investments that we make;
executes, monitors and services the investments that we make;
performs due diligence on prospective portfolio companies;
votes, exercises consents and exercises all other rights appertaining to such securities and other assets on our behalf; and
provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require.
The Investment Adviser's services under the Investment Management Agreement are not exclusive, and the Investment Adviser (so long as its services to us are not impaired) and/or other entities affiliated with New Mountain Capital are permitted to furnish similar services to other entities. Under the Investment Management Agreement, the Investment Adviser will receive a fee for investment advisory and management services consisting of a base management fee. The cost of the base management fee payable to the Investment Adviser is borne by us and, as a result, is indirectly borne by our common stockholders.
The Investment Management Agreement was approved by our Board at the Board's initial board meeting on June 18, 2019 and was executed by us and the Investment Adviser on January 22, 2020. On November 19, 2020 and August 10, 2022, our Board approved the First A&R Investment Management Agreement and the Second A&R Investment Management Agreement, respectively, and we received the written consent of stockholders approving, among other things, the First A&R Investment Management Agreement and the Second A&R Investment Management Agreement. The First A&R Investment Management Agreement and the Second A&R Investment Management Agreement were executed and became effective on December 13, 2020 and September 26, 2022, respectively.
The Board re-approved the Investment Management Agreement on January 24, 2023, by virtual means in reliance on relief provided by the SEC in response to the COVID-19 pandemic, for a period of 12 months commencing on March 1, 2023. As a condition of the SEC's COVID-19 relief, our Board ratified its re-approval of the Investment Management Agreement at an in-person meeting held on July 27, 2023. Our Board most recently re-approved the Investment Management Agreement on January 30, 2024 at an in-person meeting, for a period of 12 months commencing on March 1, 2024. Unless earlier terminated as described below, the Investment Management Agreement will remain in effect from year to year if approved annually by (i) the vote of our Board, or by the vote of a majority of our outstanding voting securities, and (ii) the vote of a majority of our Independent Directors. The Investment Management Agreement will automatically terminate in the event of an assignment by the Investment Adviser. The Investment Management Agreement may be terminated by either party, or by a vote of the majority of our outstanding voting shares or, if less, such lower percentage as required by the 1940 Act, without penalty upon not less than 60 days' prior written notice to the applicable party. If the Investment Management Agreement is terminated according to this paragraph, we will pay the Investment Adviser a pro-rated portion of the Management Fee (as defined below). See Item 1A. Risk Factors—RISKS RELATING TO OUR OPERATIONS.
The Investment Management Agreement provides that the Investment Adviser and its officers, managers, agents, employees, controlling persons, members (or their owners) and any other person or entity affiliated with it, are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of the Investment Adviser's services under the Investment Management Agreement or otherwise as the Investment Adviser, absent willful misfeasance, bad faith, gross negligence or breach by the Investment Adviser of its fiduciary duties under ERISA, if applicable, in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations. However, the Investment Adviser and its
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officers, managers, agents, employees, controlling persons, members (or their owners) and any other person or entity affiliated with it, will not be entitled to such indemnification, if such damages, costs and expenses arose from their willful misfeasance, bad faith, gross negligence or breach by the Investment Adviser of its fiduciary duties under ERISA, if applicable, in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations.
Indemnification
Under our charter, we will fully indemnify any person who was or is involved in any actual or threatened action, suit or proceeding by reason of the fact that such person is or was one of our directors or officers, but only to the extent permitted by ERISA, if applicable. So long as we are regulated under the 1940 Act, the above indemnification and limitation of liability is limited by the 1940 Act or by any valid rule, regulation or order of the SEC thereunder. The 1940 Act provides, among other things, that a company may not indemnify any director or officer against liability to it or its security holders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office unless a determination is made by final decision of a court, by vote of a majority of a quorum of directors who are disinterested, non-party directors or by independent legal counsel that the liability for which indemnification is sought did not arise out of the foregoing conduct. Furthermore, because our assets are treated as "plan assets" for purposes of ERISA, the above indemnification and limitation of liability is limited by ERISA. ERISA provides, among other things, that a company whose assets are treated as "plan assets" may not indemnify its investment adviser or any other person that would be deemed such company's fiduciary for purposes of ERISA, for a breach of their fiduciary duties under ERISA.
We have obtained liability insurance for our Independent Directors, which will be paid for by us.
Management Fees
We pay the Investment Adviser a fee for its services under the Investment Management Agreement consisting of an annual base management fee (the "Management Fee"). The cost of the Management Fee payable to the Investment Adviser is borne by us and, as a result, is indirectly borne by our stockholders. The Management Fee will be payable quarterly in arrears.
Pursuant to the Investment Management Agreement, as amended, for the period from January 22, 2020 through September 30, 2020 (the "Initial Fee Period"), the base management fee was calculated at an annual rate of 0.70% (the "Initial Fee Rate") of the aggregate Capital Commitments received at the initial acceptance of Capital Commitments, subject, to the adjustments described below. Specifically, the Initial Fee Rate was subject to reduction during all periods through September 30, 2020. Commencing with the quarterly period ending December 31, 2020 initially continued until September 30, 2023, subject to automatic extensions thereafter, each for an additional one year period, unless the holders of a majority of the Company's outstanding common stock elect to forego any such extension upon not less than ninety days prior written notice. Effective September 30, 2023, the Investment Period was automatically extended for an additional one year period to September 30, 2024. The base management fee was initially calculated at an annual blended rate with respect to the Assets Invested (defined below) at the end of each quarterly period by reference to (i) 0.70% in the case of Assets Invested equal to or less than $500.0 million, and (ii) 0.60% in the case of Assets Invested of greater than $500.0 million, subject, in each case, to the adjustments in the manner set forth in the Investment Management Agreement, as amended. Specifically, the quarterly fee percentage will be subject to reduction throughout the Investment Period with respect to target Assets Invested in the manner set forth in the Investment Management Agreement, as amended. "Assets Invested" was initially defined as, as of the end of each quarterly period, the sum of our (i) drawn Capital Commitments, and (ii) outstanding principal on borrowings.
Pursuant to the Second A&R Investment Management Agreement, effective September 26, 2022, the Management Fee shall be calculated at the blended rate until such time that we have $1.0 billion of Assets Invested (as modified by the Second A&R Investment Management Agreement). Upon such time, the Management Fee shall be calculated at the Blended Rate, as defined in the Second A&R Investment Management Agreement, and for the avoidance of doubt, based on the greater of the actual Assets Invested as of the end of any quarter and target Assets Invested for the quarter. The Second A&R Investment Management Agreement modified the definition of "Assets Invested" to mean that as of the end of each quarterly period, the sum of our (i) drawn capital commitments, (ii) the aggregate dollar amount of distributions declared to stockholders from net investment income as of the latest declaration date of any such distribution, less any amounts of such distribution received in cash by stockholders, and (iii) outstanding principal on borrowings.
In addition, during the Investment Period the Management Fee payable each quarter will be reduced by an amount equal to the then applicable fee rate multiplied by our cumulative realized losses since inception (calculated net of any subsequently reversed realized losses) (the "Cumulative Losses") on the portfolio of investments (collectively, the "Withheld Amounts"). Any portion of such Withheld Amounts that is attributable to a subsequently reversed realized loss shall be payable to our Investment Adviser in the quarter in which such reversal occurs. In addition, upon expiration of the Investment Period, our Investment Adviser shall be entitled to an amount equal to the portion of such Withheld Amounts that would have been payable if Cumulative Losses had been calculated net of cumulative realized capital gains on the applicable portfolios of investments.
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After the Investment Period, the Management Fee shall be calculated at a rate equal to the Applicable Ratio (as defined below) per annum on the basis of our Assets Invested as of the end of the most recently completed calendar quarter, and shall be payable quarterly in arrears. The "Applicable Ratio" shall mean a percentage calculated by (i) taking the sum of (A) the Assets Invested equal to or less than $500.0 million multiplied by 0.70%, plus (B) the Assets Invested greater than $500.0 million multiplied by 0.60%, and dividing such total by (ii) the total Assets Invested.
Expenses
All investment professionals of the Investment Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services under the Investment Management Agreement (as opposed to the accounting, compliance and other administrative services set forth in clause (m) below), and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Investment Adviser and not by us.
We will bear our own legal and other expenses incurred in connection with our formation and organization and the offering of our shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Investment Adviser directly or pursuant to waivers of the Management Fee), up to a maximum aggregate amount of $1.0 million.
In addition to Management Fees, except as noted above, we are permitted to bear all other expenses directly and specifically related to our operations, which expenses may include without limitation:
(a)all costs and expenses with respect to the actual or proposed acquisition, financing, holding, monitoring or disposition of our investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and expenses of custodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator's fees of third party administrators (subject to clause (m) below) and financing costs (including interest expenses);
(b)expenses for liability insurance, including officers and independent directors liability insurance, cyber insurance and other insurance (but excluding the cost of liability insurance covering the Investment Adviser and its officers as our assets are treated as "plan assets" for purposes of ERISA);
(c)extraordinary expenses incurred by us (including litigation);
(d)indemnification and contribution expenses provided, that we will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
(e)taxes and other governmental fees and charges;
(f)administering and servicing and special servicing fees paid to third parties for our benefit;
(g)the cost of company-related operational and accounting software and related expenses;
(h)cost of software (including the fees of third-party software developers) used by the Investment Adviser and its affiliates to track and monitor our investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and trade settlement attributable to us);
(i)expenses related to the valuation or appraisal of our investments;
(j)risk, research and market data-related expenses (including software) incurred for our investments;
(k)fees, costs and expenses (including legal fees and expenses) incurred to comply with any applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and registration statement filings, as applicable) to which we are subject or incurred in connection with any governmental inquiry, investigation or proceeding involving us; provided, that we will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
(l)costs associated with our wind-up, liquidation, dissolution and termination;
(m)other legal, operating, accounting, tax return preparation and consulting, auditing and administrative expenses in accordance with the Investment Management Agreement and the Administration Agreement and fees for outside services provided to us or on our behalf; provided that our assets are treated as "plan assets" for purposes of
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ERISA, we will not incur such expenses or fees, if such expenses and fees arise in connection with such services, to the extent that they are performed by the Administrator;
(n)expenses of the Board (including the reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board, as well as travel and out-of-pocket expenses related to the attendance by directors at Board meetings), to the extent permitted under applicable law, including ERISA, if applicable;
(o)annual or special meetings of the stockholders;
(p)the costs and expenses associated with preparing, filing and delivering to stockholders periodic and other reports and filings required under federal securities laws as a result of our status as a BDC;
(q)ongoing offering expenses;
(r)federal and state registration fees pertaining to us;
(s)costs of company-related proxy statements, stockholders' reports and notices;
(t)costs associated with obtaining fidelity bonds as required by the 1940 Act and Section 412 of ERISA;
(u)printing, mailing and all other similar direct expenses relating to us;
(v)expenses incurred in preparation for or in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by us, including but not limited to external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; and
(w)only to the extent (i) Benefit Plan Investors hold less than 25% of our shares, or (ii) our shares are listed on a national securities exchange, our allocable portion of overhead, including office equipment and supplies, rent and our allocable portion of the compensation paid to accounting, compliance and administrative staff employed by the Investment Adviser or its affiliates who provide services to us necessary for its operation, including related taxes, health insurance and other benefits.
Investment-related expenses with respect to investments in which we invest together with one or more parallel funds (or co-investment vehicles) will generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment; provided, that if the Investment Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the Investment Adviser may allocate such expenses among such entities in any other manner that the Investment Adviser believes in good faith to be fair and equitable.
Qualifying Assets
Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as "qualifying assets", unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC's total assets. The principal categories of qualifying assets relevant to our business are any of the following:
1)    Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:
a)    is organized under the laws of, and has its principal place of business in, the United States;
b)    is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
c)    satisfies any of the following:
i)    does not have any class of securities that is traded on a national securities exchange;
ii)    has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non‑voting common equity of less than $250.0 million;
iii)    is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or
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iv)    is a small and solvent company having total assets of not more than $4.0 million and capital and surplus of not less than $2.0 million.
2)    Securities of any eligible portfolio company that the BDC controls.
3)    Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
4)    Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and the BDC already owns 60.0% of the outstanding equity of the eligible portfolio company.
5)    Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.
6)    Cash, cash equivalents, U.S. government securities or high‑quality debt securities maturing in one year or less from the time of investment.
In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.
As of December 31, 2023, 3.13% of our total assets were non-qualifying assets.
Significant Managerial Assistance to Portfolio Companies
BDCs generally must offer to make available to the issuer of its qualifying assets significant managerial assistance, except in circumstances where either (i) the BDC controls such issuer of securities or (ii) the BDC purchases such securities in conjunction with one or more other persons acting together and one of the other persons in the group makes available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. The Administrator or its affiliate will provide such managerial assistance on our behalf to portfolio companies that accept our offer of managerial assistance.
Temporary Investments
Pending investments in other types of qualifying assets, our investments may consist of cash, cash equivalents, U.S. government securities or high‑quality debt securities maturing in one year or less from the time of investment (collectively, as "temporary investments"), so that 70.0% of our assets are qualifying assets. We will invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. We had no temporary investments as of December 31, 2023.
Repurchase Agreements
A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed‑upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed‑upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25.0% of our total assets constitute repurchase agreements from a single counterparty, we would not meet the Diversification Tests in order to qualify as a RIC for U.S. federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. The Investment Adviser will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions. We had no repurchase agreements as of December 31, 2023.
Indebtedness and Senior Securities
We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150.0% immediately after each such issuance (which means we can borrow $2 for every $1 of our equity). In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of our shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5.0% of the value of our total assets for temporary purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see Part IItem 1A. Risk Factors in this Annual Report on Form 10-K.
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Code of Ethics
We have adopted a code of ethics pursuant to Rule 17j‑1 under the 1940 Act (the "Code of Ethics") and the Investment Adviser has adopted a code of ethics (the "Adviser's Code of Ethics") pursuant to Rule 204A‑1 under the Advisers Act, each of which establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the Code of Ethics and/or the Adviser's Code of Ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by us so long as such investments are made in accordance with either the Code of Ethics' or the Adviser's Code of Ethics' requirements, as applicable. The Code of Ethics is available on the SEC's website at www.sec.gov.
Compliance Policies and Procedures
We and the Investment Adviser have adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws and we are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation. Our chief compliance officer is responsible for administering these policies and procedures.
Proxy Voting Policies and Procedures
We have delegated our proxy voting responsibility to the Investment Adviser. The Proxy Voting Policies and Procedures of the Investment Adviser are set forth below. The guidelines will be reviewed periodically by the Investment Adviser and our Independent Directors, and, accordingly, are subject to change.
Introduction
As an investment adviser registered under the Advisers Act, the Investment Adviser has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, if applicable, its fiduciary duties under ERISA, it recognizes that it must vote our securities in a timely manner free of conflicts of interest and in our best interests.
The policies and procedures for voting proxies for the investment advisory clients of the Investment Adviser are intended to comply with Section 206 of, and Rule 206(4)‑6 under, the Advisers Act and, if applicable, ERISA.
Proxy Policies
The Investment Adviser will vote proxies relating to our securities in our best interest. It will review on a case‑by‑case basis each proposal submitted for a stockholder vote to determine its impact on the portfolio securities held by us. Although the Investment Adviser will generally vote against proposals that may have a negative impact on its clients' portfolio securities, it may vote for such a proposal if there exists compelling long‑term reasons to do so.
The proxy voting decisions of the Investment Adviser are made by the senior officers who are responsible for monitoring each of its clients' investments. To ensure that its vote is not the product of a conflict of interest, it will require that: (a) anyone involved in the decision making process disclose to its chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (b) employees involved in the decision making process or vote administration are prohibited from revealing how the Investment Adviser intends to vote on a proposal in order to reduce any attempted influence from interested parties.
Proxy Voting Records
You may obtain, without charge, information regarding how we voted proxies with respect to our portfolio securities by making a written request for proxy voting information to: Chief Compliance Officer, 1633 Broadway, 48th Floor, New York, New York 10019.
Staffing
We do not have any employees. Our day‑to‑day investment operations are managed by the Investment Adviser and the Administrator. See "—Investment Management Agreement" in this Annual Report on Form 10-K. Because (i) Benefit Plan Investors hold 25% or more of our shares, and (ii) our shares are not listed on a national securities exchange, our Administrator will not be entitled to reimbursement for the allocable portion of overhead and other expenses incurred by it in performing its obligations to us under the Administration Agreement, including the compensation of our chief financial officer and chief compliance officer, and their respective staffs. Each of our executive officers described in Part III—Item 10. Directors, Executive Officers and Corporate Governance is an employee of the Investment Adviser.
Emerging Growth Company
We are an emerging growth company as defined in the Jumpstart Our Business Startups Act (the "JOBS Act") and we are eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public reporting companies that are not "emerging growth companies" including, but not limited to:
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Permission for an "emerging growth company" to defer compliance with any new or revised financial accounting standards until the date that companies that are not "issuers" as defined in Section 2(a) of the Sarbanes-Oxley Act are required to comply; and
Exemption for an "emerging growth company" from the Sarbanes-Oxley Act Section 404(b) auditor attestation on management's assessment of its internal controls.
We expect to remain an emerging growth company until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (ii) the end of the fiscal year in which the fifth anniversary of any initial public offering by us has occurred, (iii) December 31 of the fiscal year that we become a "large accelerated filer" as defined in Rule 12b‑2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") which would occur if the market value of our shares that are held by non‑affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 calendar months or (iv) the date on which we have issued more than $1.0 billion in non‑convertible debt securities during the preceding three‑year period. There is currently no public market for our shares of common stock and one is not expected to develop.
Investment Period
Our Investment Period commenced on the date of the Initial Closing, which occurred on February 18, 2020, and shall continue until the 48-month anniversary of the Initial Closing date, subject to automatic extensions thereafter, each for an additional one year period, unless the holders of a majority of our outstanding shares elect to forego any such extension, upon not less than ninety days prior written notice to the Investment Adviser. Holders of a majority of our outstanding shares may also terminate the Investment Period as of any earlier anniversary of the date of the Initial Closing date, upon not less than ninety (90) days prior written notice to the Investment Adviser. The Investment Adviser may also terminate the Investment Period as of an earlier date in its discretion. The Investment Period initially continued until September 30, 2023. Effective September 30, 2023, the Investment Period was automatically extended for an additional one year period to September 30, 2024.
During the Investment Period, any amounts we receive as a return of capital (as opposed to a return on capital) with respect to our investments may, in the sole discretion of the Investment Adviser, be retained by us, without reducing the stockholders' unfunded Capital Commitments, for the purpose of making investments and/or for such other permissible purposes as set out in our operating documents. While we expect to distribute approximately our entire net investment income on a semi-annual basis and substantially all of our taxable income on an annual basis, we may retain certain net capital gains for reinvestment.
After the end of the Investment Period, the stockholders will be released from any further obligation with respect to their then current unfunded Capital Commitments, except to the extent necessary to: (x) fund the Management Fee and other liabilities and expenses throughout the term (including to repay our outstanding financings); (y) complete investments that are in process or that have been committed to as of the end of the Investment Period; and (z) make follow-on investments in an aggregate amount up to 10% of our gross assets.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act imposes a variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements affect us. For example:
pursuant to Rule 13a-14 of the Exchange Act, our chief executive officer and chief financial officer are required to certify the accuracy of the financial statements contained in our periodic reports;
pursuant to Item 307 of Regulation S-K, our periodic reports are required to disclose our conclusions about the effectiveness of our disclosure controls and procedures;
pursuant to Rule 13a-15 of the Exchange Act, our management is required to prepare a report regarding their assessment of their respective internal control over financial reporting;
pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, our periodic reports are required to disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder. We intend to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.
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Reporting Obligations
In order to be regulated as a BDC under the 1940 Act, we are required to register a class of equity securities under the Exchange Act. As a result, we have filed a registration statement on Form 10 to register our common stock under the Exchange Act. We are required to file annual reports, quarterly reports and current reports with the SEC. This information is available on the SEC's website at www.sec.gov.
In addition to the above regulatory filings, we shall provide each stockholder with such additional information as it may reasonably request from time to time in connection with such stockholder's ongoing financial and operational due diligence.
Available Information
We file or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information as required by the Exchange Act and the 1940 Act. The SEC maintains a website that contains reports, proxy and information statements and other information filed electronically by us with the SEC at www.sec.gov.
We make available our reports, proxies and information statements and other information free of charge as soon as reasonably practicable after we electronically file such materials with, or furnish to, the SEC. Information contained on the SEC's website about us is not incorporated into this Annual Report and should not be considered to be a part of this Annual Report on Form 10-K.
Privacy Notice    
Your privacy is very important to us. This Privacy Notice sets forth our policies with respect to non-public personal information about our stockholders and prospective and former stockholders. These policies apply to our stockholders and may be changed at any time, provided a notice of such change is given to you. This notice supersedes any other privacy notice you may have received from us.
Certain disclosures of a stockholder's personal information are permitted (for example, disclosures to accountants and attorneys for the fund) and individual investors are allowed to elect to "opt out" of any other disclosures to unaffiliated third parties. We believe that all of our existing and future anticipated disclosures are permissible and will therefore not be affected by an "opt out" election. In the unlikely event we deem it necessary to disclose information to unaffiliated third parties in a manner that is not otherwise permitted, we have provided you with an election to "opt out" of such disclosure.
In the European Economic Area ("EEA"), investors subject to EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR") who control and/or process personal data, including any personal data furnished in a subscription agreement provided to us (such as authorized signatories, directors, beneficial owners, etc.) or personal data provided in the course of communicating with us (such as email addresses, business cards, telephone numbers, etc.), are required to ensure, inter alia, that any such data is processed and provided lawfully, fairly and in a transparent manner. The addendum to this Privacy Notice is intended to provide specific information about how we use and process personal data received from investors established in the EEA.
In connection with the formation and ongoing activities of our private investment funds, we collect and maintain nonpublic personal information about our individual investors from the following sources:
a.Information we receive from you on subscription agreements, investor questionnaires or other forms that you submit to us or contracts that you enter into with us;
b.Information related to your transactions with us, our affiliates or others; and
c.Information you provide us directly about your personal finances or personal circumstances, including information obtained from meetings, telephone conversations and electronic communication with you.
We may disclose any of the information we collect, as described above, in connection with the activities of our investment funds to third parties and to our affiliates, including:
a.Providers of services and products, such as broker-dealers, custodians, banks and others used to finance or facilitate transactions by or operations of our private funds; and
b.Actual and potential portfolio companies, purchasers thereof and potential co-investors, and each of their respective advisors if requested in connection with an investment or disposition.
We may also disclose nonpublic personal information about you to non-affiliated third parties as permitted or required by law and in accordance with the agreements governing your investment in our private funds, including:
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a.Other service providers to our investment funds, such as those who provide accounting, legal or tax preparation services;
b.Other partners and potential investors in our investment funds; and
c.transfer agents, portfolio companies, brokerage firms and the like, in connection with distributions to our limited partners.
We have procedures in place that limit access to personal information to those employees who have a reasonable need to know such information in order to perform business services. We maintain physical, electronic and procedural safeguards to guard the non-public personal information that we have obtained from you.
If you have any questions regarding this policy or the treatment of your non-public personal information, please contact our Chief Compliance Officer at (212) 655-0291.
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Item 1A.    Risk Factors
An investment in our securities involves certain risks relating to our structure and investment objective. The risks set forth below are not the only risks that we face. 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. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, the net asset value of our common stock could decline. There can be no assurance that we will achieve our investment objective and you may lose all or part of your investment.
RISKS RELATING TO OUR BUSINESS AND STRUCTURE
We are currently operating in a period of capital markets disruption and economic uncertainty
Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity would be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit, our investment originations, and/or our ability to grow, and they could have a material negative impact on our operating results and the fair values of our debt and equity investments.
Further, current market conditions may make it difficult for us to obtain debt capital on favorable terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we would otherwise expect, including being at a higher cost in rising rate environments. If we are unable to raise debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make or fund commitments to portfolio companies. An inability to obtain indebtedness could have a material adverse effect on our business, financial condition or results of operations.
Adverse developments in the credit markets may impair our ability to secure debt financing.
In past economic downturns, such as the financial crisis in the United States that began in mid-2007 and during other times of extreme market volatility, many commercial banks and other financial institutions stopped lending or significantly curtailed their lending activity. In addition, in an effort to stem losses and reduce their exposure to segments of the economy deemed to be high risk, some financial institutions limited routine refinancing and loan modification transactions and even reviewed the terms of existing facilities to identify bases for accelerating the maturity of existing lending facilities. If these conditions recur, for example as a result of rising interest rates or global conflict, it may be difficult for us to obtain desired financing to finance the growth of our investments on acceptable economic terms, or at all.
If we are unable to consummate credit facilities on commercially reasonable terms, our liquidity may be reduced significantly. If we are unable to repay amounts outstanding under our credit facilities or any facility we may enter into and are declared in default or are unable to renew or refinance any such facility, it would limit our ability to initiate significant originations or to operate our business in the normal course. These situations may arise due to circumstances that we may be unable to control, such as inaccessibility of the credit markets, a severe decline in the value of the U.S. dollar, a further economic downturn or an operational problem that affects third parties or us, and could materially damage our business. Moreover, we are unable to predict when economic and market conditions may become more favorable. Even if such conditions improve broadly and significantly over the long term, adverse conditions in particular sectors of the financial markets could adversely impact our business.
Further downgrades of the U.S. credit rating, impending automatic spending cuts or another government shutdown could negatively impact our liquidity, financial condition and earnings.
The U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns, or a recession in the United States. U.S. lawmakers have passed legislation to raise the federal debt ceiling on multiple occasions, including, most recently, in June 2023, which suspended the debt ceiling through early 2025, unless Congress takes legislative action to further extend or defer it. Despite taking action to suspend the debt ceiling, ratings agencies have threatened to lower the long-term sovereign credit rating on the United States, including Fitch downgrading the U.S. government’s long-term rating from AAA to AA+ in August 2023 and Moody’s lowering the U.S. government’s credit rating outlook from “stable” to “negative” in November 2023.
The impact of this or any further downgrades to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. Absent further quantitative easing by the Federal Reserve, these developments could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. In addition, disagreement over the federal
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budget has caused the U.S. federal government to shut down for periods of time, and may lead to additional shutdowns in the future. Continued adverse political and economic conditions could have a material adverse effect on our business, financial condition and results of operations.
U.S. and worldwide economic, political, regulatory and financial market conditions may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability.
We and our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations and interpretations could also come into effect. Any such new or changed laws or regulations could have a material adverse effect on our business, and political uncertainty could increase regulatory uncertainty in the near term.
The effects of legislative and regulatory proposals directed at the financial services industry or affecting taxation, could negatively impact the operations, cash flows or financial condition of us and our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of business and could be subject to civil fines and criminal penalties.
Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.
Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business, financial condition, operating results and cash flows. Until we know what policy changes are made and how those changes impact business and the business of our competitors over the long term, we will not know if, overall, it will benefit from them or be negatively affected by them.
In 2010, a financial crisis emerged in Europe, triggered by high budget deficits and rising direct and contingent sovereign debt, which created concerns about the ability of certain nations to continue to service their sovereign debt obligations. Risks resulting from such debt crisis, including any austerity measures taken in exchange for bailout of certain nations, and any future debt crisis in Europe or any similar crisis elsewhere could have a detrimental impact on the global economic recovery, sovereign and non-sovereign debt in certain countries and the financial condition of financial institutions generally. On January 31, 2020, the United Kingdom (the “UK”) ended its membership in the European Union (“Brexit”). Under the terms of the withdrawal agreement negotiated and agreed between the UK and the European Union, the UK’s departure from the European Union was followed by a transition period (the “Transition Period”), which ran until December 31, 2020 and during which the UK continued to apply European Union law and was treated for all material purposes as if it were still a member of the European Union. On December 24, 2020, the European Union and UK governments signed a trade deal that became provisionally effective on January 1, 2021 and that now governs the relationship between the UK and European Union (the “Trade Agreement”). The Trade Agreement implements significant regulation around trade, transport of goods and travel restrictions between the UK and the European Union. Notwithstanding the foregoing, the longer term economic, legal, political and social implications of Brexit are unclear at this stage and are likely to continue to lead to ongoing political and economic uncertainty and periods of increased volatility in both the UK and in wider European markets for some time. In particular, Brexit could lead to calls for similar referendums in other European jurisdictions, which could cause increased economic volatility in the European and global markets. This mid- to long-term uncertainty could have adverse effects on the economy generally and on our ability to earn attractive returns. In particular, currency volatility could mean that our returns are adversely affected by market movements and could make it more difficult, or more expensive, for us to execute prudent currency hedging policies. Potential decline in the value of the British Pound and/or the Euro against other currencies, along with the potential further downgrading of the UK’s sovereign credit rating, could also have an impact on the performance of certain investments made in the UK or Europe.
Increased geopolitical unrest, terrorist attacks, or acts of war may affect any market for our common stock, impact the businesses in which we invest, and harm our business, operating results, and financial conditions.
The continued threat of global terrorism and the impact of military and other action will likely continue to cause volatility in the economies of certain countries and various aspects thereof, including in prices of commodities, and could affect our financial results. Our portfolio investments may involve significant strategic assets having a national or regional profile. The nature of these assets could expose them to a greater risk of being the subject of a terrorist attack than other assets or businesses. Any terrorist attacks that occur at or near such assets would likely cause significant harm to employees, property
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and, potentially, the surrounding community, and may result in losses far in excess of available insurance coverage. As a result of global events and continued terrorism concerns, insurers significantly reduced the amount of insurance coverage available for liability to persons other than employees for claims resulting from acts of terrorism, war or similar events. As a result of a terrorist attack or terrorist activities in general, we may not be able to obtain insurance coverage and other endorsements at commercially reasonable prices or at all.
In addition, various social and political circumstances in the United States and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties. Such events, including rising trade tensions between the United States and China; other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries; the ongoing conflict between Russia and Ukraine; and ongoing conflict in the Middle East. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the fair value of our common stock to decline.
Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.
The financial markets recently have encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks that may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted and others may be materially and adversely impacted. Our business is dependent on bank relationships, and we are proactively monitoring the financial health of banks with which we (or our portfolio companies) do or may in the future do business. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.
There is potential for enhanced scrutiny and additional regulation of the private investment industry
Our ability to achieve our investment objectives, as well as our ability to conduct operations, is based on laws and regulations, as well as interpretations thereof, which are subject to change through legislative, judicial or administrative action. Future legislative, judicial or administrative action could adversely affect our ability to achieve our investment objectives, as well as our ability to conduct operations. Furthermore, if regulatory capital requirements from the Dodd‑Frank Act, Basel III, or other regulatory action are imposed on private lenders that provide us with financing (as defined below), the lenders may be required to limit, or increase the cost of, financing they provide to us. Among other things, this could potentially increase our financing costs and reduce our liquidity or require us to sell assets at an inopportune time or price.
There continues to be significant discussion regarding enhancing governmental scrutiny and/or increasing the regulation of the financial industry. On July 21, 2010, then‑President Obama signed into law the U.S. Dodd‑Frank Wall Street Reform and Consumer Protection Act (the "Dodd‑Frank Act"). A key feature of the Dodd‑Frank Act is the potential extension of prudential regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve") to nonbank financial companies that are not currently subject to such regulation but that are determined to pose risk to the U.S. financial system. The Dodd‑Frank Act defines a "nonbank financial company" as a company that is predominantly engaged in activities that are financial in nature. The Financial Stability Oversight Council (the "FSOC"), an interagency body created to monitor and address systemic risk, has the authority to subject such a company to supervision and regulation by the Federal Reserve (including capital, leverage and liquidity requirements) if it determines that such company is systemically important, in that it poses a risk to the U.S. financial system. The Dodd‑Frank Act does not contain any minimum size requirements for such a determination by the FSOC, and it is possible that it could be applied to private funds, particularly large, highly‑leveraged funds, although no such funds have been designated as systemically important by the FSOC to date.
The Dodd‑Frank Act also imposes a number of restrictions on the relationship and activities of banking organizations with private investment funds and other provisions that have affected the private investment fund industry, either directly or indirectly. Included in the Dodd‑Frank Act is the so‑called "Volcker Rule," which contains restrictions on certain investors that are (or that have affiliates or certain interest in any entity that is) a bank or a bank‑related entity and/or have a connection to the United States. in that regard from making and holding certain interests in private investment funds.
The Dodd‑Frank Act, as well as future related legislation, may have an adverse effect on the private investment fund industry generally and/or on New Mountain Capital or us, specifically. Therefore, there can be no assurance that any continued regulatory scrutiny or initiatives will not have an adverse impact on New Mountain Capital or otherwise impede our activities.
These reforms and/or other similar legislation could increase our compliance costs and have an adverse effect on the private fund industry generally and/or on New Mountain Capital and us.
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The current regulatory environment in the United States may be impacted by future legislative developments, such as amendments to key provisions of the Dodd‑Frank Act. On June 12, 2017, the U.S. Department of the Treasury issued recommendations for streamlining banking regulation and changing key features of the Dodd‑Frank Act and other measures taken by regulators following the most recent financial crisis.
As a registered investment adviser under the Advisers Act, the Investment Adviser is required to comply with a variety of periodic reporting and compliance‑related obligations under applicable federal and state securities laws (including, without limitation, the obligation of the Investment Adviser and its affiliates to make regulatory filings with respect to us and our activities under the Advisers Act (including, without limitation, Form PF and Form ADV)). In addition, the Investment Adviser is required to comply with a variety of regulatory reporting and compliance‑related obligations under applicable federal, state and foreign securities laws (including, without limitation, reports or notices in connection with the Directive (as defined below) and/or CFTC as well as other international jurisdiction‑specific obligations). In light of the heightened regulatory environment in which we and the Investment Adviser operate and the ever‑increasing regulations applicable to private investment funds and their investment advisors, it has become increasingly expensive and time‑consuming for us, the Investment Adviser and their affiliates to comply with such regulatory reporting and compliance‑related obligations. Additionally, we may in the future engage additional third‑party service providers to perform some or a significant portion of the reporting and compliance‑related matters and functions under our supervision (including draft preparation and the filing of Form PF), which could result in increased compliance costs and expenses. Any further increases in the regulations applicable to private investment funds generally or us and/or the Investment Adviser in particular may result in increased expenses associated with our activities and additional resources of the Investment Adviser being devoted to such regulatory reporting and compliance‑related obligations, which may reduce overall returns for the stockholders and/or have an adverse effect our ability to effectively achieve our investment objective.
Finally, increased reporting, registration and compliance requirements may divert the attention of personnel and the management teams of New Mountain Capital and/or portfolio companies, and may furthermore place us at a competitive disadvantage to the extent that New Mountain Capital or portfolio companies are required to disclose sensitive business information.
Inflation and rising commodity prices may adversely impact our portfolio companies.
Inflation may affect our investments adversely in a number of ways. During periods of rising inflation, interest and distribution rates of any instruments we or entities related to portfolio investments may have issued could increase. Inflationary expectations or periods of rising inflation could also be accompanied by the rising prices of commodities which are critical to the operation of portfolio companies. Portfolio companies may have fixed income streams and, therefore, be unable to pay the interest amounts and other payments on our portfolio investments. The fair value of such investments may decline in value in times of higher inflation rates. Some of our portfolio investments may have income linked to inflation through contractual rights or other means. However, as inflation may affect both income and expenses, any increase in income may not be sufficient to cover increases in expenses.
There is uncertainty surrounding potential legal, regulatory and policy changes by new presidential administrations in the United States that may directly affect financial institutions and the global economy.
Following the November 2022 elections in the United States, the Democratic Party controls the Presidency and the Senate, with the Republican Party controlling the House of Representatives. Despite political tensions and uncertainty, changes in federal policy, including tax policies, and at regulatory agencies are expected to occur over time through policy and personnel changes, which may lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. Uncertainty surrounding future changes may adversely affect our operating environment and therefore our business, financial condition, results of operations and growth prospects.
There is uncertainty as to the value of our portfolio investments because most of our investments are, and may continue to be, in private companies and are recorded at fair value. In addition, the fair values of our investments are determined by our Board in accordance with our valuation policy.
Some of our investments are and may be in the form of securities or loans that are not publicly traded or actively traded on a secondary market, and these investments may not have a readily available market quotation. Under the 1940 Act, we are required to carry our portfolio investments at fair value or, if there is no readily available market quotation, at fair value as determined in good faith by our board of directors, including reflection of significant events affecting the value of our securities. We (x) through an unaffiliated third-party firm in consultation with the Investment Adviser, to the extent that our assets are treated as "plan assets" for purposes of ERISA, or (y) through our Investment Adviser and/or Administrator, to the extent that our assets are not treated as "plan assets" for purposes of ERISA value our investments for which we do not have readily available market quotations quarterly, or more frequently as circumstances require, at fair value as determined in good
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faith by our board of directors in accordance with our valuation policy, which is at all times consistent with GAAP and the 1940 Act.
We will utilize independent third-party GAAP and unaffiliated valuation firms for the purposes of valuing our portfolio investments to the extent that such assets are treated as "plan assets" for purposes of ERISA. See Item 1. Business—The Administrator. Under such circumstances, the valuations of such third-party and unaffiliated valuations firms must be used without adjustment.
However, to the extent that our assets are not treated as "plan assets" for purposes of ERISA, our board of directors utilizes the services of one or more independent third-party valuation firms to aid it in determining the fair value with respect to our material unquoted assets in accordance with our valuation policy. Under such circumstances, the inputs into the determination of fair value of these investments may require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information.
The types of factors that our Board takes into account in determining the fair value of our investments generally include, as appropriate: available market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows and the markets in which it does business, comparisons of financial ratios of peer companies that are public, comparable merger and acquisition transactions and the principal market and enterprise values. Since these valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed.
Due to this uncertainty, our fair value determinations may cause our net asset value, on any given date, to be materially understated or overstated. In addition, investors purchasing our common stock based on an overstated net asset value would pay a higher price than the realizable value that our investments might warrant.
To the extent that our assets are not treated as "plan assets" for purposes of ERISA, we may adjust quarterly the valuation of our portfolio to reflect our board of directors' determination of the fair value of each investment in our portfolio. Any changes in fair value are recorded in our statement of operations as net change in unrealized appreciation or depreciation.
Our ability to achieve our investment objective depends on key investment personnel of the Investment Adviser. If the Investment Adviser were to lose any of its key investment personnel, our ability to achieve our investment objective could be significantly harmed.
We depend on the investment judgment, skill and relationships of the investment professionals of the Investment Adviser, particularly Steven B. Klinsky, Robert A. Hamwee, John R. Kline and Laura C. Holson, as well as other key personnel to identify, evaluate, negotiate, structure, execute, monitor and service our investments. The Investment Adviser, as an affiliate of New Mountain Capital, is supported by New Mountain Capital's team, which as of December 31, 2023 consisted of approximately 245 employees and senior advisors of New Mountain Capital, and its affiliates to fulfill its obligations to us under the Investment Management Agreement. The Investment Adviser may also depend upon New Mountain Capital to obtain access to investment opportunities originated by the professionals of New Mountain Capital and its affiliates. Our future success depends to a significant extent on the continued service and coordination of the key investment personnel of the Investment Adviser. The departure of any of these individuals could have a material adverse effect on our ability to achieve our investment objective.
The Investment Committee, which oversees our investment activities, is provided by the Investment Adviser. The Investment Committee currently consists of six members. The loss of any member of the Investment Committee or of other senior professionals of the Investment Adviser and its affiliates without suitable replacement could limit our ability to achieve our investment objective and operate as we anticipate. This could have a material adverse effect on our financial condition, results of operations and cash flows. To achieve our investment objective, the Investment Adviser may hire, train, supervise and manage new investment professionals to participate in its investment selection and monitoring process. If the Investment Adviser is unable to find investment professionals or do so in a timely manner, our business, financial condition and results of operations could be adversely affected.
The 1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs.
The 1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs that do not apply to the other investment vehicles previously managed by the investment professionals of the Investment Adviser. For example, under the 1940 Act, BDCs are required to invest at least 70.0% of their total assets primarily in securities of "qualifying" assets such as U.S. private or thinly traded companies, cash, cash equivalents, U.S. government securities and other high quality debt
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investments that mature in one year or less. Moreover, qualification for taxation as a RIC under Subchapter M of the Code requires satisfaction of source-of-income, asset diversification and annual distribution requirements. The failure to comply with these provisions in a timely manner could prevent us from qualifying as a BDC or as a RIC and could force us to pay unexpected taxes and penalties, which would have a material adverse effect on our performance. If we fail to maintain our status as a BDC or tax treatment as a RIC, our operating flexibility could be significantly reduced.
We may face risks due to shared employees between our Investment Adviser and its affiliates and other activities of the personnel of our Investment Adviser.
Our Investment Adviser expects to rely heavily on the extensive expertise and industry relationships developed by the employees and certain senior advisors of certain of its affiliates to identify and evaluate potential investment opportunities for us. Research from the Investment Adviser's private equity strategy on our behalf will be used to benefit other strategies and clients of our Investment Adviser, its affiliates and affiliated funds.
By reason of their responsibilities in connection with their other activities, certain personnel of our Investment Adviser (or employees and affiliates thereof) may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. In those instances, we will not be free to act upon any such information. Due to these restrictions, we may not be able to initiate a transaction that we otherwise might have initiated and may not be able to sell a portfolio investment that we otherwise might have sold. Conversely, we may not have access to material non-public information in the possession of our Investment Adviser and its affiliates which might be relevant to an investment decision to be made by us, and we may initiate a transaction or sell a portfolio investment which, if such information had been known to us, may not have been undertaken. See also "—The Investment Committee, the Investment Adviser or its affiliates may, from time to time, possess material non-public information, limiting our investment discretion."
We operate in a highly competitive market for investment opportunities and may not be able to compete effectively.
We compete for investments with other BDCs and investment funds (including private equity and hedge funds), as well as traditional financial services companies such as commercial banks and other sources of funding. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than us. Furthermore, many of our competitors have greater experience operating under, or are not subject to, the regulatory restrictions that the 1940 Act imposes on us as a BDC or the source-of-income, asset diversification and distribution requirements that we must satisfy to maintain our tax treatment as a RIC. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do.
We may lose investment opportunities if our pricing, terms and structure do not match those of our competitors. With respect to the investments that we make, we do not seek to compete based primarily on the interest rates we may offer, and we believe that some of our competitors may make loans with interest rates that may be lower than the rates we offer. In the secondary market for acquiring existing loans, we expect to compete generally on the basis of pricing terms. If we match our competitors' pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of credit loss. If we are forced to match our competitors' pricing, terms and structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. Part of our competitive advantage stems from the fact that we believe the market for middle market lending is underserved by traditional bank lenders and other financial sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. We may also compete for investment opportunities with accounts managed by the Investment Adviser or its affiliates. Although the Investment Adviser allocates opportunities in accordance with its policies and procedures, allocations to such other accounts reduces the amount and frequency of opportunities available to us and may not be in our best interests and, consequently, our stockholders. Moreover, the performance of investment opportunities is not known at the time of allocation. If we are not able to compete effectively, our business, financial condition and results of operations may be adversely affected. Because of this competition, there can be no assurance that we will be able to identify and take advantage of attractive investment opportunities that we identify or that we will be able to fully invest our available capital.
Our business, results of operations and financial condition depend on our ability to manage future growth effectively.
Our ability to achieve our investment objective and to grow depends on the Investment Adviser's ability to identify, invest in and monitor companies that meet our investment criteria. Accomplishing this result on a cost-effective basis is largely a function of the Investment Adviser's structuring of the investment process, its ability to provide competent, attentive and efficient services to us and its ability to access financing on acceptable terms. The Investment Adviser has substantial responsibilities under the Investment Management Agreement and may also be called upon to provide significant managerial assistance to our eligible portfolio companies. These demands on the time of the Investment Adviser and its investment professionals may distract them or slow our rate of investment. In order to grow, we and the Investment Adviser may need to retain, train, supervise and manage new investment professionals. However, these investment professionals may not be able to
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contribute effectively to the work of the Investment Adviser. If we are unable to manage our future growth effectively, our business, results of operations and financial condition could be materially adversely affected.
We may borrow money, which could magnify the potential for gain or loss on amounts invested in us and increase the risk of investing in us.
We may guarantee loans made to or in respect of us or our investments or enter into repurchase agreements in respect of investments ("Leverage Arrangements").
The 1940 Act, generally, prohibits BDCs from incurring additional leverage to the extent it would cause them to have less than a 200% asset coverage ratio, reflecting approximately a 1:1 debt to equity ratio, taking into account the then current fair value of their investments. However, under changes implemented in accordance with the Small Business Credit Availability Act and with the approval of our Board and sole initial stockholder pursuant to Section 61(a)(2) under the 1940 Act, we have elected to be subject to the lower leverage ratio of 150% available thereunder in order to maintain maximum flexibility, reflecting a 2:1 debt to equity ratio.
Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. In addition, holders of our common stock will, indirectly, bear the burden of any increase in our expenses as a result of leverage.
If we are unable to comply with the covenants or restrictions in our borrowings, our business could be materially adversely affected.
Leverage Arrangements into which we may enter may include covenants that, subject to exceptions, restrict our ability to pay distributions, create liens on assets, make investments, make acquisitions and engage in mergers or consolidations. Such arrangements may also include a change of control provision that accelerates the indebtedness under the facility in the event of certain change of control events. Complying with these restrictions may prevent us from taking actions that we believe would help us grow our business or are otherwise consistent with our investment objective. These restrictions could also limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. In addition, the restrictions contained in a credit facility could limit our ability to make distributions to our stockholders in certain circumstances, which could result in us failing to qualify as a RIC and thus becoming subject to corporate-level U.S. federal income tax at corporate rates (and any applicable state and local taxes).
We may need to raise additional capital to grow.
We may need additional capital to fund new investments and grow. We may also issue debt securities or borrow from financial institutions in order to obtain such additional capital. Unfavorable economic conditions could increase our funding costs and limit our access to the capital markets or result in a decision by lenders not to extend credit to us. A reduction in the availability of new capital could limit our ability to grow. In addition, we are required to distribute at least 90.0% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders to maintain our RIC tax treatment. As a result, these earnings will not be available to fund new investments. If we are unable to borrow from financial institutions, we may be unable to grow our business and execute our business strategy fully, and our earnings, if any, could decrease, which could have an adverse effect on the value of our securities.
Changes in interest rates may affect our cost of capital and net investment income.
To the extent we borrow money to make investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, a significant change in market interest rates may have a material adverse effect on our net investment income in the event we use debt to finance our investments. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act.
RISKS RELATING TO OUR OPERATIONS
Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need additional capital to finance our growth. If additional funds are unavailable or not available on favorable terms, our ability to grow may be impaired.
In order for us to qualify for the tax benefits available to RICs and to avoid payment of excise taxes, we intend to distribute to our stockholders substantially all of our annual taxable income. As a result of these requirements, we may need to raise capital from other sources to grow our business.
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We will accept investments from ERISA Plans
We have and intend to continue to accept investments from Benefit Plan Investors that are subject to oversight under ERISA. As a result, we expect that our assets will likely be deemed to be "plan assets" under the plan asset regulations promulgated by the DOL, unless (i) Benefit Plan Investors hold less than 25% of our shares, or (ii) our shares are listed on a national securities exchange, neither of which is permanently the case. As a result, we will be required to comply with additional fiduciary and regulatory burdens, including among other things, a requirement that we retain unaffiliated third-party firms to value our portfolio investments, rather than having initial valuations performed by our Investment Adviser. Such regulatory burdens will slow our investment process and potentially cause us to incur additional administrative expenses which could materially and adversely impact our net income and results of operations. Accordingly, all investors should carefully read Item 1. Business — ERISA Considerations in this Annual Report on Form 10-K.
Our ability to enter into transactions with our affiliates is restricted.
As a BDC, we are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of a majority of the independent directors of our Board and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act and generally we will be prohibited from buying or selling any securities from or to such affiliate, absent the prior approval of our Board. The 1940 Act also prohibits us from participating in certain "joint" transactions with certain of our affiliates, including New Mountain Finance Corporation, New Mountain Guardian III BDC, L.L.C., New Mountain Guardian IV BDC, L.L.C., New Mountain Guardian IV Income Fund, L.L.C. and other funds and accounts that the Investment Adviser manages, which could include investments in the same portfolio company (whether at the same or closely related times), without prior approval of our Board and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we will be prohibited from buying or selling any security from or to such person or certain of that person's affiliates, or entering into prohibited joint transactions (including certain co‑investments) with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers, trustees, investment advisers, sub‑advisers or their affiliates. As a result of these restrictions, we may be prohibited from buying or selling any security (other than any security of which we are the issuer) from or to any fund or any portfolio company of a fund managed by the Investment Adviser, or entering into joint arrangements such as certain co‑investments with these companies or funds without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.
We rely on exemptive relief granted to the Investment Adviser and certain of its affiliates by the SEC that allows us to engage in co‑investment transactions with other affiliated funds of the Investment Adviser, subject to certain terms and conditions. However, while the terms of the exemptive relief require that the Investment Adviser will be given the opportunity to cause us to participate in certain transactions originated by affiliates of the Investment Adviser, the Investment Adviser may determine that we will not participate in those transactions and for certain other transactions (as set forth in guidelines approved by our Board) the Investment Adviser may not have the opportunity to cause us to participate.
Because that our assets are treated as "plan assets" for purposes of ERISA, we will also be prohibited under ERISA from entering into transactions with our affiliates, although we may make co-investments with such entities if appropriate and to the extent permitted under the 1940 Act. See Item 1. Business — ERISA Considerations in this Annual Report on Form
10-K.
The Investment Adviser has significant potential conflicts of interest with us and, consequently, your interests as stockholders which could adversely impact our investment returns.
Our executive officers and directors, as well as the current or future investment professionals of the Investment Adviser, serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by our affiliates. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in your interests as stockholders. The investment professionals of the Investment Adviser and/or New Mountain Capital employees that provide services pursuant to the Investment Management Agreement may manage other funds which may from time to time have overlapping investment objectives with our own and, accordingly, may invest in, whether principally or secondarily, asset classes similar to those targeted by us. If this occurs, the Investment Adviser may face conflicts of interest in allocating investment opportunities to us and such other funds. Although the investment professionals endeavor to allocate investment opportunities in a fair and equitable manner, it is possible that we may not be given the opportunity to participate in certain investments made by the Investment Adviser or persons affiliated with the Investment Adviser or that certain of these investment funds may be favored over us. When these investment professionals identify an investment, they may be forced to choose which investment fund should make the investment.
While we may co-invest with investment entities managed by the Investment Adviser or its affiliates to the extent permitted by the 1940 Act and the rules and regulations thereunder and ERISA, if applicable, the 1940 Act imposes significant limits on co-investment. On October 8, 2019, the SEC issued the Exemptive Order, as amended by a subsequent order on August 30, 2022, which superseded a prior order issued on December 18, 2017, which permits us to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions
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where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, we are permitted to co-invest with our affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of our Independent Directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and does not involve overreaching by us or our stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of our stockholders and is consistent with our then-current investment objectives and strategies. In addition, to the extent that our assets are treated as "plan assets" under ERISA, we will only co-invest in the same issuer with certain funds or entities managed by the Investment Adviser or its affiliates, so long as their and our respective investments are at the same level of such issuer's capital structure; provided, that in no event will we co-invest with any other fund or entity in contravention of the 1940 Act.
If the Investment Adviser manages certain other affiliates in the future, we may co-invest on a concurrent basis with such other affiliates, subject to compliance with ERISA, applicable regulations and regulatory guidance or an exemptive order from the SEC and our allocation procedures. In addition, we pay management fees to the Investment Adviser and reimburse the Investment Adviser for certain expenses it incurs. As a result, investors in our common stock invest in us on a "gross" basis and receive distributions on a "net" basis after our expenses. Any potential conflict of interest arising as a result of the arrangements with the Investment Adviser could have a material adverse effect on our business, results of operations and financial condition.
The Investment Committee, the Investment Adviser or its affiliates may, from time to time, possess material non-public information, limiting our investment discretion.
The Investment Adviser's investment professionals, Investment Committee or their respective affiliates may serve as directors of, or in a similar capacity with, companies in which we invest, to the extent that such service will not give rise to a prohibited transaction under ERISA, if applicable. In the event that material non-public information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations (including ERISA, if applicable), we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on us and our stockholders. See also "—We may face risks due to shared employees between our Investment Adviser and its affiliates and other activities of the personnel of our Investment Adviser."
To the extent (i) Benefit Plan Investors hold less than 25% of our shares, or (ii) our shares are listed on a national securities exchange, the valuation process for certain of our portfolio holdings may create a conflict of interest.
Some of our portfolio investments are made in the form of securities that are not publicly traded. As a result, our Board determines the fair value of these securities in good faith, which will be based on valuations provided by unaffiliated third-party valuation firms in consultation with the Investment Adviser if our assets are treated as "plan assets" for purposes of ERISA. In connection with this determination, to the extent (i) Benefit Plan Investors hold less than 25% of our shares, or (ii) our shares are listed on a national securities exchange, investment professionals from the Investment Adviser may provide our Board with portfolio company valuations based upon the most recent portfolio company financial statements available and projected financial results of each portfolio company. In addition, John R. Kline, a member of our Board, is an employee of our Investment Adviser. The participation of the Investment Adviser's investment professionals in our valuation process, and the employment relationship between a member of our Board and our Investment Adviser, could result in a conflict of interest.
Conflicts of interest may exist related to other arrangements with the Investment Adviser or its affiliates.
We have entered into a royalty-free license agreement with New Mountain Capital under which New Mountain Capital has agreed to grant us a non-exclusive, royalty-free license to use the name "NMF". In addition, to the extent (i) Benefit Plan Investors hold less than 25% of our shares, or (ii) our shares are listed on a national securities exchange, we will reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us under the Administration Agreement, such as, but not limited to, the allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs. This could create conflicts of interest that our Board must monitor.
The Investment Management Agreement with the Investment Adviser and the Administration Agreement with the Administrator were not negotiated on an arm’s length basis.
The Investment Management Agreement and the Administration Agreement were negotiated between related parties. In addition, we may choose not to enforce, waive, or to enforce less vigorously, our respective rights and remedies under these agreements because of our desire to maintain our ongoing relationship with the Investment Adviser, the Administrator and their respective affiliates. Any such decision, however, could cause us to breach our fiduciary obligations to our stockholders.
The Investment Adviser's liability is limited under the Investment Management Agreement, and we have agreed to indemnify the Investment Adviser against certain liabilities, which may lead the Investment Adviser to act in a riskier manner than it would when acting for its own account.
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Under the Investment Management Agreement, the Investment Adviser does not assume any responsibility other than to render the services called for under that agreement, and it is not responsible for any action of our Board in following or declining to follow the Investment Adviser's advice or recommendations. Under the terms of the Investment Management Agreement, the Investment Adviser, its officers, members, personnel, any person controlling or controlled by the Investment Adviser are not liable for acts or omissions performed in accordance with and pursuant to the Investment Management Agreement, except those resulting from acts constituting gross negligence, willful misconduct, bad faith, breach of its fiduciary duties under ERISA, if applicable, or reckless disregard of the Investment Adviser's duties under the Investment Management Agreement. In addition, we have agreed to indemnify the Investment Adviser and each of its officers, directors, members, managers and employees from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted pursuant to authority granted by the Investment Management Agreement, except where attributable to gross negligence, willful misconduct, bad faith, breach of its fiduciary duties under ERISA, if applicable, or reckless disregard of such person's duties under the Investment Management Agreement. These protections may lead the Investment Adviser to act in a riskier manner than it would when acting for its own account.
The Investment Adviser can resign upon 60 days' notice, and a suitable replacement may not be found within that time, resulting in disruptions in our operations that could adversely affect our business, results of operations and financial condition.
Under the Investment Management Agreement, the Investment Adviser has the right to resign at any time upon 60 days' written notice, whether a replacement has been found or not. If the Investment Adviser resigns, we may not be able to find a new Investment Adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If a replacement is not able to be found on a timely basis, our business, results of operations and financial condition and our ability to pay distributions are likely to be materially adversely affected. In addition, if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Investment Adviser and its affiliates, the coordination of its internal management and investment activities is likely to suffer. Even if we are able to retain comparable management, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may materially adversely affect our business, results of operations and financial condition.
The Administrator can resign upon 60 days' notice from its role as Administrator under the Administration Agreement, and a suitable replacement may not be found, resulting in disruptions that could adversely affect our business, results of operations and financial condition.
The Administrator has the right to resign under the Administration Agreement upon 60 days' written notice, whether a replacement has been found or not. If the Administrator resigns, it may be difficult to find a new administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms, or at all. If a replacement is not found quickly, our business, results of operations and financial condition, as well as our ability to pay distributions, are likely to be adversely affected. In addition, the coordination of our internal management and administrative activities is likely to suffer if we are unable to identify and reach an agreement with a service provider or individuals with the expertise possessed by the Administrator. Even if a comparable service provider or individuals to perform such services are retained, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may materially adversely affect our business, results of operations and financial condition.
If we fail to operate as a BDC, our business and operating flexibility could be significantly reduced.
We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of BDCs. For example, BDCs are required to invest at least 70.0% of their total assets in qualifying assets such as U.S. private companies or thinly‑traded U.S. public companies, cash, cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less. Failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants. In addition, upon approval of a majority of our stockholders, we may elect to withdraw our election to be regulated as a BDC. If we decide to withdraw our election, or if we otherwise fail to operate as a BDC, we may be subject to the substantially greater regulation under the 1940 Act as a registered closed‑end investment company. Compliance with these regulations would significantly decrease our operating flexibility and could significantly increase our cost of doing business.
If we do not invest a sufficient portion of our assets in qualifying assets, we could be precluded from investing in certain assets or could be required to dispose of certain assets, which could have a material adverse effect on our business, financial condition and results of operations.
As a BDC, we are prohibited from acquiring any assets other than "qualifying assets" unless, at the time of and after giving effect to such acquisition, at least 70.0% of our total assets are qualifying assets. We may acquire in the future other
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investments that are not "qualifying assets" to the extent permitted by the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we would be prohibited from investing in additional assets, which could have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent us from making follow‑on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inopportune times in order to come into compliance with the 1940 Act. If we need to dispose of these investments quickly, it may be difficult to dispose of such investments on favorable terms. For example, we may have difficulty in finding a buyer and, even if a buyer is found, we may have to sell the investments at a substantial loss.
Our ability to invest in public companies may be limited in certain circumstances.
To maintain our status as a BDC, we are not permitted to acquire any assets other than in "qualifying assets" specified in the 1940 Act unless, at the time the acquisition is made, at least 70.0% of our total assets are qualifying assets (with certain limited exceptions). Subject to certain exceptions for follow‑on investments and distressed companies, an investment in an issuer that has outstanding securities listed on a national securities exchange may be treated as qualifying assets only if such issuer has a common equity market capitalization that is less than $250.0 million at the time of such investment.
Regulations governing the operations of BDCs may affect our ability to raise additional equity capital as well as our ability to issue senior securities or borrow for investment purposes, any or all of which could have a negative effect on our investment objectives and strategies.
Our business requires a substantial amount of capital. We may acquire additional capital from the issuance of senior securities, including borrowing under a credit facility or other indebtedness. In addition, we may also issue additional equity capital, which would in turn increase the equity capital available to us. However, we may not be able to raise additional capital in the future on favorable terms or at all.
We may in the future seek to securitize other portfolio securities to generate cash for funding new investments. To securitize loans, we would likely create a wholly‑owned subsidiary and contribute a pool of loans to the subsidiary. We would then sell interests in the subsidiary on a non‑recourse basis to purchasers and we would retain all or a portion of the equity in the subsidiary. If we are unable to successfully securitize our loan portfolio our ability to grow our business or fully execute our business strategy could be impaired and our earnings, if any, could decrease. The securitization market is subject to changing market conditions, and we may not be able to access this market when it would be otherwise deemed appropriate. Moreover, the successful securitization of our portfolio might expose us to losses as the residual investments in which we do not sell interests will tend to be those that are riskier and more apt to generate losses. The 1940 Act also may impose restrictions on the structure of any securitization.
We may also obtain capital through the issuance of additional equity capital. As a BDC, we generally are not able to issue or sell our common stock at a price below then-current net asset value per share. If our common stock trades at a discount to our net asset value per share, this restriction could adversely affect our ability to raise equity capital. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below our net asset value per share if our Board and Independent Directors determine that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the fair value of such securities (less any underwriting commission or discount). If we raise additional funds by issuing more shares of our common stock, or if we issue senior securities convertible into, or exchangeable for, our common stock, the percentage ownership of our stockholders may decline and you may experience dilution.
We may experience fluctuations in our annual and quarterly results due to the nature of our business.
We could experience fluctuations in our annual and quarterly operating results due to a number of factors, some of which are beyond our control, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities acquired and the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in the markets in which we operate and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.
Our Board may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse to your interests as stockholders.
Our Board has the authority, except as otherwise provided in the 1940 Act, to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval. As a result, our Board may be able to change our investment policies and objectives without any input from our stockholders. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election to be regulated as, a BDC. Under Maryland law, we also cannot be dissolved without prior stockholder approval. We cannot predict the effect any changes to our current
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operating policies and strategies would have on our business and operating results. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions to our stockholders.
We will be subject to U.S. federal income tax at corporate rates on all of our income if we are unable to maintain tax treatment as a RIC under Subchapter M of the Code, which would have a material adverse effect on our financial performance.
The IRS may audit us and challenge any of the positions taken in regard to our formation, our investments or operations, and such audit may result in an audit of a stockholder's own tax returns and possibly adjustments to the tax liability reflected thereon.
Although we intend to qualify annually as a RIC under Subchapter M of the Code, no assurance can be given that we will be able to obtain or maintain our RIC tax treatment. To maintain RIC tax treatment and be relieved of U.S. federal income taxes on income and gains distributed to our stockholders, we must meet the annual distribution, source‑of‑income and asset diversification requirements described below.
The annual distribution requirement will be satisfied if we distribute dividends to our stockholders during the taxable year equal to at least 90.0% of our investment company taxable income (as that term is defined in the Code, but determined without regard to the deduction for dividends paid) plus 90% of our net interest income excludable under Section 103(a) of the Code. Because we use debt financing, we would be subject to an asset coverage ratio requirement under the 1940 Act, and we may be subject to certain financial covenants contained in debt financing agreements (as applicable). This asset coverage ratio requirement and these financial covenants could, under certain circumstances, restrict us from making distributions to our stockholders, which distributions are necessary for us to satisfy the annual distribution requirement. If we are unable to obtain cash from other sources and thus are unable to make sufficient distributions to our stockholders, we could fail to qualify for tax treatment as a RIC and thus become subject to U.S. federal income tax (and any applicable state and local taxes).
The source‑of‑income requirement will be satisfied if at least 90.0% of our allocable share of gross income for each taxable year is derived from dividends, interest payments with respect to loans of certain securities, gains from the sale of stock or other securities, net income from certain "qualified publicly traded partnerships" or other income derived with respect to our business of investing in such stock or securities.
The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50.0% of the value of our assets must consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other such securities if such other securities of any one issuer do not represent more than 5.0% of the value of our assets or more than 10.0% of the outstanding voting securities of the issuer; and no more than 25.0% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer the securities, other than the securities of other RICs of two or more issuers that are controlled, as determined under applicable Code rules, by it and that are engaged in the same or similar or related trades or businesses or the securities of certain "qualified publicly traded partnerships". Failure to meet these requirements may result in us having to dispose of certain investments quickly in order to prevent the loss of our RIC tax treatment. Because most of our investments are intended to be in private companies, and therefore may be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.
If we fail to maintain our tax treatment as a RIC for any reason, and we do not qualify for certain relief provisions under the Code, we would be subject to U.S. federal income tax at corporate rates (and any applicable state and local taxes). In this event, the resulting taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions, which would have a material adverse effect on our financial performance.
We may not be able to pay you distributions on our common stock, our distributions to you may not grow over time and a portion of our distributions to you may be a return of capital for U.S. federal income tax purposes.
We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. Such quarterly distributions will generally consist of cash or cash equivalents, except that we may make distributions of assets in kind with the prior consent of each receiving stockholder. We cannot assure you that we will continue to achieve investment results or maintain a tax status that will allow us to make a specified level of cash distributions or year‑to‑year increases in cash distributions. In addition, our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this Annual Report on Form 10-K. If we are unable to satisfy the asset coverage test applicable to us as a BDC, our ability to pay distributions to our stockholders could be limited. All distributions are paid at the discretion of our Board and depend on our earnings, financial condition, maintenance of our RIC tax treatment, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time. The distributions that we pay to our
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stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes.
We may have difficulty paying our required distributions if we recognize taxable income before or without receiving cash representing such income.
For U.S. federal income tax purposes, we include in our taxable income our allocable share of certain amounts that we have not yet received in cash, such as original issue discount ("OID") or accruals on a contingent payment debt instrument, which may occur if we receive warrants in connection with the origination of a loan (among other circumstances) or contracted PIK interest and dividends, which generally represents contractual interest added to the loan balance and due at the end of the loan term. Our allocable share of such OID and PIK interest is included in our taxable income before we receive any corresponding cash payments. We may also be required to include in our taxable income our allocable share of certain other amounts that we will not receive in cash.
Because in certain cases we may recognize taxable income before or without receiving cash representing such income, we may have difficulty making distributions to our stockholders that will be sufficient to enable us to meet the annual distribution requirement necessary for us to qualify for tax treatment as a RIC. Accordingly, we may need to sell some of our assets at times and/or at prices that we would not consider advantageous. We may need to raise additional equity or debt capital, or we may need to forego new investment opportunities or otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business) to enable us to make distributions to our stockholders that will be sufficient to enable us to meet the annual distribution requirement. If we are unable to obtain cash from other sources to enable us to meet the annual distribution requirement, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a U.S. federal income tax at corporate rates (and any applicable state and local taxes).
There are special tax issues associated with investments in instruments that would be rated below investment grade
We expect to invest in debt securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Investments in these types of instruments may present special tax issues for us. U.S. federal income tax rules are not entirely clear about issues such as when we may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by us, to the extent necessary, to preserve our status as a RIC and to distribute sufficient income to not become subject to U.S. federal income tax.
We could be required to restructure or liquidate our investment in a subsidiary if applicable provisions of the Code and the Treasury Regulations do not remain in effect.
Upon making an investment through a subsidiary, we intend to comply with the current requirements under the Code and Treasury Regulations for income derived from our investment in the subsidiary to be treated as "qualifying income" from which a RIC must derive at least 90% of its annual gross income. There is no assurance that the applicable provisions of the Code and the Treasury Regulations will remain in effect; these provisions (and interpretations thereof) are subject to change, potentially with retroactive effect. We could be required to restructure or liquidate our investment in a subsidiary accordingly. In the case of such liquidation, there is no guarantee that we would be able to reinvest such investments in securities with comparable returns.
Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.
Changes in the laws or regulations or the interpretations of the laws and regulations that govern BDCs, RICs or non‑depository commercial lenders could significantly affect our operations and our cost of doing business. Our portfolio companies are subject to U.S. federal, state and local laws and regulations. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, any of which could materially adversely affect our business, including with respect to the types of investments we are permitted to make, and your interests as stockholders potentially with retroactive effect. In addition, any changes to the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy in order to make available to ourselves new or different opportunities. These changes could result in material changes to our strategies which may result in our investment focus shifting from the areas of expertise of the Investment Adviser to other types of investments in which the Investment Adviser may have less expertise or little or no experience. Any such changes, if they occur, could have a material adverse effect on our business, results of operations and financial condition and, consequently, the value of your investment in us.
Over the last several years, there has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non‑bank financial sector will be subject to new regulation. While it cannot be known at this time whether these regulations will be implemented or what form they will take,
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increased regulation of non‑bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business.
We cannot predict how tax reform legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.
Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal
income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. The Biden Administration has proposed significant changes to the existing U.S. tax rules, and there are a number of proposals in Congress that would similarly modify the existing U.S. tax rules. The likelihood of any such legislation being enacted is uncertain, but new legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could have adverse consequences, including significantly and negatively affect our ability to qualify for tax treatment as a RIC or otherwise impact the U.S. federal income tax consequences applicable to us and our stockholders of such qualification, or could have other adverse consequences. Stockholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.

Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expense and hinder execution of investment strategy.
Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing in the recent years. While we are currently not subject to any securities litigation or stockholder activism, we may in the future become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert the attention of our management and Board and resources from our business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any securities litigation or activist stockholder matters.
The effect of global climate change may impact the operations and valuation of our portfolio companies.
Climate change creates physical and financial risk and some of our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition through, for example, decreased revenues, which may, in turn, impact the valuation of such portfolio companies. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions.
In December 2015 the United Nations adopted a climate accord (the "Paris Agreement"), which the United States rejoined in 2021, with the long-term goal of limiting global warming and the short-term goal of significantly reducing greenhouse gas emissions. Additionally, the Inflation Reduction Act of 2022 included several measures designed to combat climate change, including restrictions on methane emissions. As a result, some of our portfolio companies may become subject to new or strengthened regulations or legislation, which could increase their operating costs and/or decrease their revenues, which may, in turn, impact their ability to make payments on our investments.
We are subject to risks related to corporate social responsibility
Our business faces increasing public scrutiny related to environmental, social and governance ("ESG") activities. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency and considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect our business.
Increased geopolitical unrest, terrorist attacks, or acts of war may affect any market for our common stock, impact the businesses in which we invest, and harm our business, operating results, and financial conditions.
The continued threat of global terrorism and the impact of military and other action will likely continue to cause volatility in the economies of certain countries and various aspects thereof, including in prices of commodities, and could affect our financial results. Our portfolio investments may involve significant strategic assets having a national or regional profile. The nature of these assets could expose them to a greater risk of being the subject of a terrorist attack than other assets or businesses. Any terrorist attacks that occur at or near such assets would likely cause significant harm to employees, property
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and, potentially, the surrounding community, and may result in losses far in excess of available insurance coverage. As a result of global events and continued terrorism concerns, insurers significantly reduced the amount of insurance coverage available for liability to persons other than employees for claims resulting from acts of terrorism, war or similar events. As a result of a terrorist attack or terrorist activities in general, we may not be able to obtain insurance coverage and other endorsements at commercially reasonable prices or at all.
In addition, various social and political circumstances in the United States and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties. Such events, including rising trade tensions between the United States and China; other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries; the ongoing conflict between Russia and Ukraine, and the ongoing conflict in the middle east could adversely affect our business, financial condition or results of operations. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We are obligated to maintain proper and effective internal control over financial reporting. Failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and the value of our common stock.
We are obligated to maintain proper and effective internal control over financial reporting, including the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act. We will not be required to comply with all of the requirements under Section 404 of the Sarbanes-Oxley Act until the date (i) we are no longer an "emerging growth company" under the JOBS Act and (ii) we are a reporting company that does not meet the definition of an "accelerated filer" or a "large accelerated filer" under Rule 12b-2 under the Exchange Act. We expect to remain an emerging growth company for up to five years following the completion of our initial public offering of common equity securities or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (ii) December 31 of the fiscal year that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act (which would occur if the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, we have annual investment income of at least $100.0 million, and we have been publicly reporting for at least 12 months and we have filed at least one annual report on Form 10-K) or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period. There is currently no public market for our shares of common stock and one is not expected to develop.
Accordingly, our internal controls over financial reporting do not currently meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act that we will eventually be required to meet. Specifically, we are required to conduct annual management assessments of the effectiveness of our internal controls over financial reporting. However, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until the date (i) we are no longer an "emerging growth company" under the JOBS Act and (ii) we are a reporting company that meets the definition of an "accelerated filer" or a "large accelerated filer" under Rule 12b-2 under the Exchange Act. If we are not able to implement the applicable requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, our operations, financial reporting or financial results could be adversely affected. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC, and result in a breach of the covenants under our credit facilities. Additionally, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports. This could materially adversely affect us.
Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed and we could fail to meet our financial reporting obligations.
We are an "Emerging Growth Company" Under the JOBS Act.
We are and will remain an "emerging growth company" as defined in the JOBS Act until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of any exchange listing, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our
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shares that are held by non‑affiliates exceeds $700.0 million as of the date of our most recently completed second fiscal quarter, we have annual investment income of at least $100.0 million, we have been publicly reporting for at least 12 months and we have filed at least one annual report on Form 10-K) and (b) the date on which we have issued more than $1.0 billion in non‑convertible debt during the prior three‑year period. There is currently no public market for our shares of common stock and one is not expected to develop. For so long as we remain an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes‑Oxley Act. We cannot predict if investors will find our shares less attractive because we may rely on some or all of these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading market for the shares and the share price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We currently are and may to continue taking advantage of such extended transition periods.
Our business is highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect our ability to pay distributions.
Our business is highly dependent on the communications and information systems of the Investment Adviser and its affiliates. Any failure or interruption of such systems could cause delays or other problems in our activities. This, in turn, could have a material adverse effect on our operating results and, consequently, negatively affect our ability to pay distributions to our stockholders. In addition, because many of our portfolio companies operate and rely on network infrastructure and enterprise applications and internal technology systems for development, marketing, operational, support and other business activities, a disruption or failure of any or all of these systems in the event of a major telecommunications failure, cyber-attack, fire, earthquake, severe weather conditions or other catastrophic event could cause system interruptions, delays in product development and loss of critical data and could otherwise disrupt their business operations.
The failure of cybersecurity protection systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct business effectively.
We, and others in our industry, are the targets of malicious cyber activity, which we work hard to prevent. A successful cyber-attack, whether perpetrated by criminal or state-sponsored actors, against us or our service providers, or an accidental disclosure of non-public information, could have an adverse effect on our ability to communicate or conduct business, negatively impacting our operations and financial condition. If a significant number of our managers were unavailable in the vent of a disaster, our ability to effectively conduct our business could be severely compromised. This adverse effect can become particularly acute if those events affect our electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data.
The Investment Adviser and third-party service providers depend heavily upon computer systems to perform necessary business functions. Despite the implementation of a variety of security measures, computer systems could be subject to unauthorized access, acquisition, use, alteration, or destruction, such as from the insertion of malware (including ransomware), physical and electronic break-ins or unauthorized tampering. The Investment Adviser may experience threats to their data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, personal and other information processed and stored in, and transmitted through the Advisers’ computer systems and networks, or otherwise cause interruptions or malfunctions in operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory enforcement action and penalties and/or customer dissatisfaction or loss.
Third parties with which we do business are sources of cybersecurity or other technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information, as well as client, counterparty, employee, and borrower information. Cybersecurity failures or breaches to the Investment Adviser and other service providers (including, but not limited to, accountants, custodians, transfer agents and administrators) and issuers of securities in which we invest, also have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with our ability to calculate its NAV, impediments to trading, the inability of our shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputation damages, reimbursement of other compensation costs, or additional compliance costs. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, acquisition, use, alteration, or destruction of data, or other cybersecurity incidents with increased costs and other consequences, including those described above. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.
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Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In addition, we may be required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are not fully insured.
We and our service providers may be impacted by operating restrictions, which may include requiring employees to continue to work from remote locations. Policies of extended periods of remote working, whether by us or by our service providers, could strain technology resources, introduce operational risks and otherwise heighten the risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit weaknesses in a remote work environment. Accordingly, the risks described above are heightened under current conditions, which may continue for an unknown duration.
We, our Investment Adviser and our portfolio companies are subject to risks associated with "phishing" and other cyber-attacks.
Cybersecurity refers to the combination of technologies, processes, and procedures established to protect information technology systems and data from unauthorized access, attack, or damage. We, the Investment Adviser, and the Administrator are subject to cybersecurity risks. Information cybersecurity risks have significantly increased in recent years and, while we, the Investment Adviser and the Administrator have not experienced any material losses relating to cyber-attacks or other information security breaches, we could suffer such losses in the future. The Investment Adviser’s and the Administrator’s computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, network failures, computer and technology failures, infiltration by unauthorized persons and other security breaches, usage errors by their respective professionals or service providers, or other events that could have a security impact. If one or more of such events occur, this potentially could jeopardize confidential and other information, including nonpublic personal information relating to unitholders (and their beneficial owners) and sensitive business data (including material nonpublic information of our portfolio companies), processed and stored in, and transmitted through, the Investment Adviser’s and the Administrator’s computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our customers or counterparties. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. This could result in significant losses, reputational damage, litigation, regulatory fines or penalties, or otherwise adversely affect our business, financial condition or results of operations and the business, financial condition or results of operations of the Investment Adviser, the Administrator and their affiliates. Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In the future, the Investment Adviser, the Administrator and our portfolio companies may be required to expend significant additional resources to modify their protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. In addition, we, the Investment Adviser and the Administrator may be subject to litigation and financial losses that are not fully insured.
Third parties with which we, the Investment Adviser, the Administrator, and our portfolio companies do business may also be sources of cybersecurity or other technological risks. We outsource certain functions, and these relationships allow for the storage and processing of our information, as well as customer, counterparty, employee and borrower information. While we, the Investment Adviser, the Administrator, and our portfolio companies engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. Further, the continued remote working conditions initially resulting from the COVID-19 pandemic have heightened ours and our portfolio companies' vulnerability to a cybersecurity risk or incident.
RISKS RELATING TO OUR INVESTMENTS
Our investments in portfolio companies may be risky, and we could lose all or part of any of our investments.
Companies in which we invest could deteriorate as a result of, among other factors, an adverse development in their business, a change in the competitive environment or an economic downturn. As a result, companies which we expect to be stable may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive position, or may otherwise have a weak financial condition or be experiencing financial distress. In some cases, the success of our investment strategy will depend, in part, on the ability to restructure and effect improvements in the operations of a portfolio company. The activity of identifying and implementing restructuring programs and operating improvements at portfolio companies entails a high degree of uncertainty.
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There can be no assurance that any person (including us) will be able to successfully identify and implement such restructuring programs and improvements.
Although the Investment Adviser’s investment strategy includes a focus on tight control of risk, there can be no assurance that the various risks of an investment will be successfully controlled or that losses can be avoided.
Investments in small and middle market businesses are highly speculative and involve a high degree of risk of credit loss. These risks are likely to increase during volatile economic periods, such as those the U.S. and many other economies have recently experienced. Among other things, these companies:
may have limited financial resources and may be unable to meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood that we realize any guarantees from subsidiaries or affiliates of our portfolio companies that we may have obtained in connection with our investment, as well as a corresponding decrease in the value of any equity components of our investments;
may have shorter operating histories, narrower product lines, smaller market shares and/or more significant customer concentrations than larger businesses, which tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns;
are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;
generally have less predictable operating results, may from time to time be parties to litigation and/or, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence;
may be targets of cybersecurity or other technological risks;
may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and
generally have less publicly available information about their businesses, operations and financial condition.
In addition, in the course of providing significant managerial assistance to certain of our eligible portfolio companies, certain of our officers and directors may serve as directors on the boards of such companies, to the extent permitted under applicable law, including ERISA. We will be entitled to any fees payable by any of our portfolio companies for the services of our officers or directors as directors thereof. To the extent that litigation arises out of our investments in these companies, our officers and directors may be named as defendants in such litigation, which could result in an expenditure of funds (through our indemnification of such officers and directors) and the diversion of management time and resources.
Our investment strategy, which is focused primarily on privately held companies, presents certain challenges, including the lack of available information about these companies.
We invest primarily in privately held companies. There is generally little public information about these companies, and, as a result, we must rely on the ability of the Investment Adviser to obtain adequate information to evaluate the potential returns from, and risks related to, investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Also, privately held companies frequently have less diverse product lines and smaller market presence than larger competitors. They are, thus, generally more vulnerable to economic downturns and may experience substantial variations in operating results. These factors could adversely affect our investment returns.
Our investments in securities rated below investment grade are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates.
Our investments are almost entirely rated below investment grade or may be unrated, which are often referred to as "leveraged loans", "high yield" or "junk" securities, and may be considered "high risk" compared to debt instruments that are rated investment grade. High yield securities are regarded as having predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, high yield securities generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. These securities are especially sensitive to adverse changes in general economic conditions, to changes in the financial condition of their issuers and to price fluctuation in response to changes in interest rates. During periods of economic downturn or rising interest rates, issuers of below investment grade instruments may experience financial stress that could adversely affect their ability to make payments of principal and interest and increase the possibility of default.
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We may suffer credit losses.
Investments in small and middle market businesses are highly speculative and involve a high degree of risk of credit loss. These risks are likely to increase during volatile economic periods, such as the U.S. and many other economies have recently been experiencing.
Covenant-lite loans may offer us fewer protections than traditional investments.
Some of our debt investments may have less restrictive covenant terms that provide us with fewer protections, called "covenant-lite" loans, that generally provide for fewer financial covenants on the borrower. In particular, borrowers under such covenant-lite loans may have greater flexibility in how they manage their financial condition. As a result, we may face challenges in recovering on such covenant-lite loans, to the extent they go into distress, and may lack options that would normally be available to us as a lender under more traditional debt structures.
Our portfolio may be concentrated in a limited number of industries, which may subject us to a risk of significant loss if there is a downturn in a particular industry in which a number of our investments are concentrated.
Our portfolio may be concentrated in a limited number of industries. A downturn in any particular industry in which we are invested could significantly impact the portfolio companies operating in that industry, and accordingly, the aggregate returns that we realize from our investment in such portfolio companies.
Specifically, companies in the business services industry are subject to general economic downturns and business cycles, and will often suffer reduced revenues and rate pressures during periods of economic uncertainty. In addition, companies in the software industry often have narrow product lines and small market shares. Because of rapid technological change, the average selling prices of products and some services provided by software companies have historically decreased over their productive lives. As a result, the average selling prices of products and services offered by software companies in which we invest may decrease over time. If an industry in which we have significant investments suffers from adverse business or economic conditions, as these industries have to varying degrees, a material portion of our investment portfolio could be affected adversely, which, in turn, could adversely affect our financial position and results of operations.
If we make unsecured investments, those investments might not generate sufficient cash flow to service their debt obligations to us.
We may make unsecured investments. Unsecured investments may be subordinated to other obligations of the obligor. Unsecured investments often reflect a greater possibility that adverse changes in the financial condition of the obligor or general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings) or both may impair the ability of the obligor to make payment of principal and interest. If we make an unsecured investment in a portfolio company, that portfolio company may be highly leveraged, and its relatively high debt-to-equity ratio may increase the risk that its operations might not generate sufficient cash to service its debt obligations.
Defaults by our portfolio companies may harm our operating results.
A portfolio company's failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross‑defaults under other agreements and jeopardize a portfolio company's ability to meet its obligations under the debt or equity securities that we hold.
We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company. In addition, lenders in certain cases can be subject to lender liability claims for actions taken by them when they become too involved in the borrower's business or exercise control over a borrower. It is possible that we could become subject to a lender's liability claim, including as a result of actions taken if we render significant managerial assistance to the borrower. Furthermore, if one of our portfolio companies were to file for bankruptcy protection, even though we may have structured our investment as senior secured debt, depending on the facts and circumstances, including the extent to which we provided managerial assistance to that portfolio company, a bankruptcy court might re‑characterize our debt holding and subordinate all or a portion of our claim to claims of other creditors.
The lack of liquidity in our investments may adversely affect our business.
We invest, and will continue to invest, in companies whose securities are not publicly traded and whose securities will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. The illiquidity of these investments may make it difficult for us to sell these investments when desired. In addition, if we are required or otherwise choose to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. Our investments are usually subject to contractual or legal restrictions on resale or are otherwise illiquid because there is usually no established trading market for such investments. Because most of our
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investments are illiquid, we may be unable to dispose of them in which case we could fail to qualify as a RIC and/or a BDC, or we may be unable to do so at a favorable price, and, as a result, we may suffer losses.
Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.
As a BDC, we are required to carry our investments at market value or, if no market quotation is readily available, at fair value as determined in good faith by our Board. As part of the valuation process, we ((x) through an unaffiliated third-party firm in consultation with the Investment Adviser, to the extent that our assets are treated as "plan assets" for purposes of ERISA, or (y) through our Investment Adviser and/or Administrator, to the extent that our assets are not treated as "plan assets" for purposes of ERISA) may take into account the following types of factors, if relevant, in determining the fair value of our investments:
a comparison of the portfolio company's securities to publicly traded securities;
the enterprise value of a portfolio company;
the nature and realizable value of any collateral;
the portfolio company's ability to make payments and its earnings and discounted cash flow;
the markets in which the portfolio company does business; and
changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.
When an external event such as a purchase transaction, public offering or subsequent sale occurs, we will use the pricing indicated by the external event to corroborate our valuation. We will record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our net asset value by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If we are unable to make follow-on investments in our portfolio companies, the value of our investment portfolio could be adversely affected.
We may not have the funds or ability to make additional investments in our portfolio companies or to fund our unfunded debt commitments. We expect that certain of our investments will take the form of unfunded commitments that we will be contractually obligated to fund on the demand of a borrower or other counterparty. We will not be able to control when, or if, these unfunded debt commitments are funded.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company
as “follow-on” investments, in order to, among other things, (i) increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company, (ii) exercise warrants, options or convertible securities that were acquired in the original or subsequent financing or (iii) preserve or enhance the value of our initial and overall investment. We may elect not to make follow-on investments or may otherwise lack sufficient funds to make these investments. We have the discretion to make follow-on investments, subject to the availability of capital resources. and the limitations of the 1940 Act. If we fail to make follow-on investments, the continued viability of a portfolio company and our initial investment, or may, in some circumstances, result in a missed opportunity for us to increase our participation in a successful operation and our expected return on the investment may be reduced. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because of regulatory, tax, diversification or asset profiles or we may not want to increase our concentration of risk, either because we prefer other opportunities or because we are subject to BDC requirements that would prevent such follow-on investments or such follow-on investments would adversely impact our ability to qualify for or maintain our RIC status.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies. We invest in portfolio companies at all levels of the capital structure. Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt in which we invest. By their terms, these debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. In addition, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. After repaying the senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any
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distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
The disposition of our investments may result in contingent liabilities.
Most of our investments will involve private securities. In connection with the disposition of an investment in private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to certain potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our return of certain distributions previously made to us.
There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
Even though we may have structured certain of our investments as senior loans, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt investment and subordinate all or a portion of our claim to that of other creditors. We may also be subject to lender liability claims for actions taken by us with respect to a borrower's business or instances where we exercise control over the borrower. It is possible that we could become subject to a lender's liability claim, including as a result of actions taken in rendering significant managerial assistance.
We generally do not control our portfolio companies.
We generally do not control most of our portfolio companies, even though we may have board representation or board observation rights, and our debt agreements may contain certain restrictive covenants that limit the business and operations of our portfolio companies. As a result, we are subject to the risk that a portfolio company may make business decisions with which we disagree and the management of such company may take risks or otherwise act in ways that do not serve our interests as debt investors. Due to the lack of liquidity of the investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event that we disagree with the actions of a portfolio company as readily as we would otherwise like to or at favorable prices which could decrease the value of our investments.
We do not have influence over the day-to-day management of portfolio companies or their retention of effective personnel.
Each portfolio company's day‑to‑day operations are the responsibility of such portfolio company's management team. Although the Investment Adviser is responsible for monitoring the performance of each portfolio investment, there can be no assurance that the existing management team, or any successor thereto, will be able to successfully operate the portfolio company in accordance with our plans and objectives. The success of each portfolio company depends in substantial part upon the skill and expertise of each portfolio company's management team. Additionally, portfolio companies will need to attract, retain and develop executives and members of their management teams. The market for executive talent is, notwithstanding general unemployment levels or developments within a particular industry, extremely competitive. There can be no assurance that portfolio companies will be able to attract, develop, integrate and retain suitable members of its management team and, as a result, such investment and we may be adversely affected thereby.
Economic recessions, downturns or government spending cuts could impair our portfolio companies and harm our operating results.
Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our debt investments during these periods. Therefore, our non-performing assets are likely to increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions also may decrease the value of collateral securing some of our debt investments and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.
Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.
We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, subject to qualification for or maintenance of our RIC tax treatment, we will generally reinvest these proceeds in temporary investments, pending our future investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting theses amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity.
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Our performance may differ from our Investment Adviser's historical performance as our current investment strategy includes significantly more primary originations in addition to secondary market purchases.
Historically, our Investment Adviser's investment strategy consisted of both primary originations and secondary market purchases of debt securities. While loans that we originate and loans we purchase in the secondary market face many of the same risks associated with the financing of leveraged companies, we may be exposed to different risks depending on specific business considerations for secondary market purchases or origination of loans. Primary originations require substantially more time and resources for sourcing, diligencing and monitoring investments, which may consume a significant portion of our resources. Further, the valuation process for primary originations may be more cumbersome and uncertain due to the lack of comparable market quotes for the investment and would likely require more frequent review by a third-party valuation firm (to the extent not already required in the event that our assets are treated as "plan assets" for purposes of ERISA). This may result in greater costs for us and fluctuations in the quarterly valuations of investments that are primary originations. As a result, primary originations may result in different returns than the types of returns experienced from secondary market purchases of debt securities and may result in the partial or complete loss of your investment.
We may be subject to additional risks if we invest in foreign securities and/or engage in hedging transactions.
The 1940 Act generally requires that 70.0% of our investments be in issuers each of whom is, among other organized
under the laws of, and has its principal place of business in the United States. Our investment strategy does not presently contemplate significant investments in securities of non-U.S. companies. However, we may desire to make such investments in the future, to the extent that such transactions and investments are permitted under the 1940 Act. and any other applicable laws We expect that these investments would focus on the same types of investments that we make in U.S. middle market companies and accordingly would be complementary to our overall strategy and enhance the diversity of our holdings. Investing in foreign companies could expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the U.S., higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Investments denominated in foreign currencies would be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk, or that if we do, such strategies will be effective.
Engaging in hedging transactions would also, indirectly, entail additional risks to our stockholders. Although it is not currently anticipated that we would engage in hedging transactions as a principal investment strategy, if we determined to engage in hedging transactions, we generally would seek to hedge against fluctuations of the relative values of our portfolio positions from changes in market interest rates or currency exchange rates. Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of the positions declined. However, such hedging could establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions.
These hedging transactions could also limit the opportunity for gain if the values of the underlying portfolio positions increased. Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuation that was so generally anticipated that we would not be able to enter into a hedging transaction at an acceptable price. If we choose to engage in hedging transactions, there can be no assurances that we will achieve the intended benefits of such transactions and, depending on the degree of exposure such transactions could create, such transactions may expose us to risk of loss.
While we may enter into these types of transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates could result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged could vary. Moreover, for a variety of reasons, we might not seek to establish a perfect correlation between the hedging instruments and the portfolio holdings being hedged. Any imperfect correlation could prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it might not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities would likely fluctuate as a result of factors not related to currency fluctuations.
We may pay additional consulting fees to New Mountain Capital’s Executive Advisory Council.
The Investment Adviser may consult New Mountain Capital's Executive Advisory Council from time to time concerning general industry trends, related matters and specific investment diligence. Members of the Executive Advisory Council may be paid by us for project‑related consulting fees and reimbursed by us for their reasonable and documented out‑of‑pocket expenses in connection with specific diligence for a potential portfolio company.
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Inflation and rising commodity prices may adversely impact our portfolio companies.
Inflation may affect our investments adversely in a number of ways. During periods of rising inflation, interest and distribution rates of any instruments we or entities related to portfolio investments may have issued could increase. Inflationary expectations or periods of rising inflation could also be accompanied by the rising prices of commodities which are critical to the operation of portfolio companies. Portfolio companies may have fixed income streams and, therefore, be unable to pay the interest amounts and other payments on our portfolio investments. The market value of such investments may decline in value in times of higher inflation rates. Some of our portfolio investments may have income linked to inflation through contractual rights or other means. However, as inflation may affect both income and expenses, any increase in income may not be sufficient to cover increases in expenses.
Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.
In 2020, the SEC adopted Rule 18f-4 under the 1940 Act, which relates to the use of derivatives and other transactions that create future payment or delivery obligations by BDCs (and other funds that are registered investment companies). Under Rule 18f-4, for which compliance was required beginning in August 2022, BDCs that use derivatives are subject to a value-at-risk leverage limit, certain derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements apply unless the BDC qualifies as a "limited derivatives user", as defined in Rule 18f-4. A BDC that enters into reverse repurchase agreements or similar financing transactions could either (i) comply with the asset coverage requirements of Section 18, as modified by Section 61 of the 1940 Act, when engaging in reverse repurchase agreements or (ii) choose to treat such agreements as derivatives transactions under Rule 18f-4. In addition, under Rule 18f-4, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. If the BDC cannot meet this requirement, it is required to treat the unfunded commitment as a derivatives transaction subject to the aforementioned requirements of Rule 18f-4. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts. We qualify as a “limited derivatives user,” and as a result the requirements applicable to us under Rule 18f-4 may limit our ability to use derivatives and enter into certain other financial contracts. However, if we fail to qualify as a limited derivatives user and become subject to the additional requirements under Rule 18f-4, compliance with such requirements may increase cost of doing business, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
The alternative reference rates that have replaced LIBOR in our credit arrangements and other financial instruments may not yield the same or similar economic results as LIBOR over the life of such transactions.
LIBOR, the London Interbank Offered Rate, is an index rate that historically was widely used in lending transactions and was a common reference rate for setting the floating interest rate on private loans. LIBOR was typically the reference rate used in floating-rate loans extended to our portfolio companies.
The ICE Benchmark Administration (“IBA”) (the entity that is responsible for calculating LIBOR) ceased providing overnight, one, three, six and twelve months USD LIBOR tenors on June 30, 2023. In addition, the United Kingdom’s Financial Conduct Authority (“FCA”), which oversees the IBA, now prohibits entities supervised by the FCA from using LIBORs, including USD LIBOR, except in very limited circumstances.
In the United States, the Secured Overnight Financing Rate (“SOFR”) is the preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. SOFR is published by the Federal Reserve Bank of New York each U.S. Government Securities Business Day, for transactions made on the immediately preceding US. Government Securities Business Day. Alternative reference rates that have replaced LIBOR, including SOFR for USD transactions, may not yield the same or similar economic results as LIBOR over the lives of such transactions.
Substantially all of our loans that referenced LIBOR have been amended to reference the forward-looking term rate published by CME Group Benchmark Administration Limited based on the secured overnight financing rate (“CME Term SOFR”). CME Term SOFR rates are forward-looking rates that are derived by compounding projected overnight SOFR rates over one, three, and six months taking into account the values of multiple consecutive, executed, one-month and three-month CME Group traded SOFR futures contracts and, in some cases, over-the-counter SOFR Overnight Indexed Swaps as an indicator of CME Term SOFR reference rate values. CME Term SOFR and the inputs on which it is based are derived from SOFR. Since CME Term SOFR is a relatively new market rate, there will likely be no established trading market for credit agreements or other financial instruments when they are issued, and an established market may never develop or may not be liquid. Market terms for instruments referencing CME Term SOFR rates may be lower than those of later-issued CME Term SOFR indexed instruments. Similarly, if CME Term SOFR does not prove to be widely used, the trading price of instruments referencing CME Term SOFR may be lower than those of instruments indexed to indices that are more widely used.
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There are risks associated with conducting due diligence of portfolio companies, including the risk of failing to predict certain conduct.
Before making portfolio investments, the Investment Adviser typically conducts due diligence that they deem reasonable and appropriate based on the facts and circumstances applicable to each portfolio investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental, social, governance and legal issues. When conducting due diligence and making an assessment regarding an investment, the Investment Adviser relies on the resources available to it, including information provided by the target of the investment and, in some circumstances, third‑party investigations. The due diligence investigation that the Investment Adviser carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the portfolio investment being successful. There can be no assurance that attempts to provide downside protection with respect to portfolio investments will achieve their desired effect and potential investors should regard an investment in us as being speculative and having a high degree of risk.
There can be no assurance that we will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during our efforts to monitor the portfolio investment on an ongoing basis or that any risk management procedures implemented by us will be adequate. In the event of fraud by any portfolio company or any of its affiliates, we may suffer a partial or total loss of capital invested in that portfolio company. An additional concern is the possibility of material misrepresentation or omission on the part of the portfolio company or the seller. Such inaccuracy or incompleteness may adversely affect the value of our securities and/or instruments in such portfolio company. We rely upon the accuracy and completeness of representations made by portfolio companies and/or their former owners in the due diligence process to the extent reasonable when it makes our investments, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to us may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment.
Consultants, legal advisors, appraisers, accountants, investment banks and other third parties may be involved in the due diligence process and/or the ongoing operation of our portfolio companies to varying degrees depending on the type of investment. For example, certain asset management, finance, administrative and other similar functions may be outsourced to a third‑party service provider whose fees and expenses will be borne by such portfolio company or us and will not offset the management fee. Such involvement of third‑party advisors or consultants may present a number of risks primarily relating to the Investment Adviser's reduced control of the functions that are outsourced. In addition, if the Investment Adviser is unable to timely engage third‑party providers, their ability to evaluate and acquire more complex targets could be adversely affected.
RISKS RELATING TO OUR SECURITIES
Investing in our common stock may involve an above average degree of risk.
The investments we may make may result in a higher amount of risk, volatility or loss of principal than alternative investment options. These investments in portfolio companies may be highly speculative and aggressive, and therefore, an investment in our common stock may not be suitable for investors with lower risk tolerance.
Our charter and our bylaws, as well as certain statutory and regulatory requirements, could deter takeover attempts.
Our charter and bylaws, as well as certain statutory and regulatory requirements, contain certain provisions that may have the effect of discouraging a third party from attempting to acquire us. Our Board may, without stockholder action, authorize the issuance of shares in one or more classes or series, including preferred shares; and a majority of our entire Board may, without stockholder action, amend our charter to increase the number of our shares of any class or series that we have authority to issue. These and other takeover defense provisions may inhibit a change of control in circumstances that could give the holders of our shares the opportunity to realize a premium over the value of our shares.
You may not receive distributions or our distributions may decline or may not grow over time.
None of us, the Investment Adviser or their respective affiliates can provide any assurance whatsoever that we will be successful in choosing, making and realizing investments in any particular portfolio company or portfolio companies. There is no assurance that we will be able to generate returns for our investors or that the returns will be commensurate with the risks of investing in the type of companies and transactions described herein. While we expect to make regular distributions of income, there can be no assurance that any stockholder will receive any distribution from us. Partial or complete sales, transfers or other dispositions of portfolio investments which may result in a return of capital or the realization of gains, if any, are generally not expected to occur for a number of years after an investment is made. Accordingly, an investment in us should only be considered by persons for whom a speculative, illiquid and long‑term investment is an appropriate component of a larger investment program and who can afford a loss of their entire investment.
Past performance of investment entities associated with New Mountain Capital and its affiliates is not necessarily indicative of future results. There can be no assurance that we will achieve comparable results or that our performance
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objectives will be achieved. In particular, we do not expect to replicate the historical performance of New Mountain Capital's investments, or those of certain affiliates that have also elected to regulated as a BDC, including New Mountain Finance Corporation, New Mountain Guardian III BDC, L.L.C. New Mountain Guardian IV BDC, L.L.C and New Mountain Guardian IV Income Fund, L.L.C. In addition, our investment strategies may differ from those of New Mountain Capital or its affiliates. We, as a BDC and as a RIC, are subject to certain regulatory restrictions that do not apply to New Mountain Capital or certain its affiliates
We are generally not permitted to invest in any portfolio company in which New Mountain Capital or any of its affiliates currently have an investment or to make any co‑investments with New Mountain Capital or its affiliates, except to the extent permitted by the 1940 Act, or pursuant to previously obtained exemptive orders. This may adversely affect the pace at which we make investments.
We may be exposed to risks associated with Original Issue Discount instruments and PIK loans.
To the extent that we invest in OID instruments, such as zero coupon bonds and loans with contractual PIK interest, which represents contractual interest added to a loan balance and due at the end of such loan's term and to the extent OID or PIK interest constitutes a significant portion of our income, we will be exposed to risks associated with such income being required to be included in taxable income prior to receipt of cash, including the following:
the higher interest rates of OID instruments and PIK loans reflect the payment deferral and increased credit risk associated with these instruments, and PIK instruments generally represent a significantly higher credit risk than coupon loans;
OID and PIK instruments may have unreliable valuations because their continuing accruals require judgments about the collectability of the deferred payments and the value of the collateral;
market prices of zero coupon or PIK instruments are affected to a greater extent by interest rate changes, and may be more volatile than instruments that pay interest periodically in cash. PIK instruments are usually less volatile than zero coupon debt instruments, but more volatile than cash pay securities;
the deferral of PIK interest on an instrument increases the loan‑to‑value ratio, which is a measure of the riskiness of a loan, with respect to such instrument;
for accounting purposes, any cash distributions to our stockholders representing OID and PIK income are not treated as coming from paid‑in capital, even if the cash to pay them comes from the offering proceeds. As a result, despite the fact that a distribution representing OID and PIK income could be paid out of amounts invested by our stockholders, the 1940 Act does not require that our stockholders be given notice of this fact by reporting it as a return of capital;
the deferral of PIK interest increases the loan-to-value ratio, which is a measure of the riskiness of a loan; and
even if the accounting conditions for income accrual are met, the borrower could still default when our actual payment is due at the maturity of the loan.
Although we do not intend to do so, if we issue preferred stock, the net asset value and fair value of our common stock will likely become more volatile.
At the present time, we do not intend to issue preferred stock. However, to the extent that we do issue preferred stock in the future, we cannot assure you that the issuance of preferred stock would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock would likely cause the net asset value and market price of the common stock to become more volatile. If the dividend rate on the preferred stock were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of the common stock would be reduced. If the dividend rate on the preferred stock were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of common stock than if we had not issued preferred stock. Any decline in the net asset value of our investments would be borne entirely by the holders of common stock. Therefore, if the fair value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of the common stock than if we were not leveraged through the issuance of preferred stock.
We might be in danger of failing to maintain the required asset coverage of the preferred stock or of losing our ratings, if any, on the preferred stock or, in an extreme case, our current investment income might not be sufficient to meet the dividend requirements on the preferred stock. In order to counteract such an event, we might need to liquidate investments in order to fund a redemption of some or all of the preferred stock. In addition, we would pay (and the holders of common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, including higher advisory fees if our total return exceeds the dividend rate on the preferred stock. Holders of preferred stock may have different interests and rights than holders of common stock and may at times have disproportionate influence over our affairs.
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Holders of any preferred stock we might issue would have the right to elect members of our Board and class voting rights on certain matters.
In accordance with the 1940 act, holders of any preferred stock we might issue, voting separately as a single class, would have the right to elect two members of our Board at all times and in the event dividends become two full years in arrears would have the right to elect a majority of the directors until such arrearage is completely eliminated. In addition, preferred stockholders have class voting rights on certain matters, including changes in fundamental investment restrictions and conversion to open‑end status, and accordingly can veto any such changes. Restrictions imposed on the declarations and payment of dividends or other dividends to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies, if any, or the terms of our Leverage Arrangements, if any, might impair our ability to maintain our tax treatment as a RIC for U.S. federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us to distribute our income as required to qualify for tax treatment as a RIC, there can be no assurance that such actions could be effected in time to meet the tax requirements.
Shares are registered under the Exchange Act and therefore stockholders may be subject to certain filing requirements.
Because our common stock is registered under the Exchange Act, ownership information for any person who beneficially owns more than 5% of our common stock will have to be disclosed in a Schedule 13D or Schedule 13G, as applicable, or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. In some circumstances, our stockholders who choose to reinvest their dividends may see their percentage stake in us increased to more than 5%, thus triggering this filing requirement. Each stockholder is responsible for determining their filing obligations and preparing the filings. In addition, our stockholders who hold more than 10% of a class of our shares may be subject to Section 16(b) of the Exchange Act, which recaptures for our benefit profits from the purchase and sale of registered stock within a six-month period.
Because we are not currently a "publicly offered regulated investment company," as defined in the Code, certain U.S. Stockholders will be treated as having received a dividend from us in the amount of such U.S. stockholder's allocable share of certain of our expenses, including a portion of its management fees, and such expenses will be treated as miscellaneous itemized deductions of such U.S. stockholders that are not currently deductible.
We do not currently qualify as a "publicly offered regulated investment company", as defined in the Code. Accordingly, U.S. individual and other noncorporate stockholders will be taxed as though they received a distribution of some of our expenses. A "publicly offered regulated investment company" is a RIC whose shares are either (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market, or (iii) held by at least 500 persons at all times during the taxable year. We anticipate that we will not qualify as a publicly offered RIC for the 2023 tax year, and we cannot determine when we will qualify as a publicly offered RIC. Since we are not a publicly offered RIC, a non-corporate stockholder's allocable portion of our affected expenses, including a portion of our management fees, will be treated as an additional distribution to the stockholders. A non-corporate stockholder's allocable portion of these expenses are treated as miscellaneous itemized deductions that are not currently deductible by such stockholder (and beginning in 2026, will be deductible to such stockholder only to the extent they exceed 2% of such stockholder's adjusted gross income), and are not deductible for alternative minimum tax purposes.
We do not currently intend for our shares to be listed on any national securities exchange.
There is currently no public market for our common stock, and a market for our common stock may never develop. Our common stock is not registered under the Securities Act of 1933, as amended, or any state securities law and is restricted as to transfer by law and the terms of our charter. Our stockholders generally may not sell, assign or transfer their shares without prior written consent of the Investment Adviser, which the Investment Adviser may grant or withhold in its sole discretion.
Except in limited circumstances for legal or regulatory purposes, our stockholders are not entitled to redeem their shares of our common stock. Our stockholders must be prepared to bear the economic risk of an investment in our common stock for an indefinite period of time. While we may in the future undertake to list our securities on a national securities exchange, there can be no assurance that such a listing will be successfully completed. Furthermore, an exchange listing does not ensure that an actual market will develop for a listed security.
Item 1B.    Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
We rely on the cybersecurity policies and procedures implemented by New Mountain Capital. New Mountain Capital has processes in place for assessing, identifying, and managing material risks from potential unauthorized occurrences on or
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through our electronic information systems that could adversely affect the confidentiality, integrity, or availability of our information systems or the information residing on those systems. These include a wide variety of controls, processes, systems, and tools that are designed to prevent, detect, or mitigate data loss, theft, misuse, unauthorized access, or other security incidents or vulnerabilities affecting our data. Pursuant to New Mountain Capital’s Information Security Program, the New Mountain Capital Information Technology Steering Committee (“ITSC”) is responsible for the development, evolution, and implementation of policies and technical measures to reasonably prevent security incidents. At times New Mountain Capital may also engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying, and managing cybersecurity risks.
New Mountain Capital uses processes to oversee and identify material risks from cybersecurity threats, including those associated with the use of third-party service providers. Additionally, New Mountain Capital uses systems and processes designed to reduce the impact of a security incident at a third-party service provider. As part of its risk management process, New Mountain Capital also maintains an incident response plan that is utilized when cybersecurity incidents impacting us, our Investment Adviser, or our Administrator are detected. New Mountain Capital also requires that all employees, including employees of the Investment Adviser and Administrator, complete interactive security awareness training on an annual basis.employees of the Investment Adviser and Administrator, complete interactive security awareness training on an annual basis.
Material Impact of Cybersecurity Risks
As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition. However, future incidents could have a material impact on our business. Additional information about cybersecurity risks we face is discussed in Item 1A of Part I, “Risk Factors,” under the heading “The failure of cybersecurity protection systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct business effectively,” which should be read in conjunction with the information above.
Governance
Our cybersecurity risks and associated mitigations are evaluated by our management and the ITSC as needed, but no less frequently than annually. Management and representatives of the ITSC periodically report to our board of directors on developments to the information security and cybersecurity risks we face. Reports include, among other things, an overview of New Mountain Capital’s controls and procedures related to assessing, identifying, and managing risks related to cybersecurity threats, oversight of third-party service providers and related cybersecurity threats, and management’s evaluation of cybersecurity risks material to us.
Item 2.    Properties
We do not own any real estate or other physical properties materially important to our operations. Our principal executive offices are located at 1633 Broadway, 48th Floor, New York, New York 10019, where we occupy our office space pursuant to our Administration Agreement with the Administrator. The office space is shared with our Investment Adviser, our Administrator and New Mountain Capital. We believe that our current office facilities are suitable and adequate for our business as currently conducted.
Item 3.    Legal Proceedings
We, the Investment Adviser and the Administrator are not currently subject to any material legal proceedings as of December 31, 2023. From time to time, we, or the Investment Adviser may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under 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 business, financial condition or results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
Market Information
Our outstanding shares will be offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") under Section 4(a)(2) and Regulation D promulgated thereunder. See "—Sales of Unregistered Securities" in this Annual Report on Form 10-K for more information. There is currently no public market for the shares, and we do not expect one to develop.
Because shares of our common stock have been, and will be, acquired by investors in one or more transactions "not involving a public offering," they are "restricted securities" and may be required to be held indefinitely. Our shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) our consent is granted, which consent, with respect to an ERISA Plan, will not be withheld unreasonably in the case of a change of such ERISA Plan's fiduciaries or trustees, and (ii) the shares are registered under applicable securities laws or specifically exempted from registration (in which case the stockholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). Accordingly, an investor must be willing to bear the economic risk of investment in the shares until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of shares may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the shares and to execute such other instruments or certifications as are reasonably required by us. No transfer of shares will be permitted if such transfer may give rise to a prohibited transaction under Section 406(b) of ERISA, and the transferor and the transferee must so represent in any transfer documents.
Stockholders
As of March 6, 2024, there were 4 holders of record of our shares of common stock.
Valuation of Portfolio Securities
Please see Part I—Item 1. Business—Valuation of Portfolio Securities in this Annual Report on Form 10-K for disclosure regarding valuation of portfolio securities.
Distributions
Subject to the requirements of Section 852(a) of Subchapter M of the Code and the terms of any indebtedness or preferred shares, distributions of proceeds will be made to the stockholders pro rata based on the number of shares held by each stockholder. We intend to distribute approximately all of our net investment income on a semi-annual basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.
On March 24, 2021, our Board adopted an "opt out" dividend reinvestment plan (the "Dividend Reinvestment Plan" or "DRIP") on behalf of our stockholders, pursuant to which each of our stockholders' cash distributions will be automatically reinvested in additional shares of our common stock. If a stockholder chooses to "opt out", then such stockholder will receive cash in lieu of shares of our common stock. On August 16, 2022, our Board amended and restated the DRIP, effective as of September 18, 2022 (the "Amendment"). The Amendment clarifies that by "opting out" a stockholder may elect to receive some or all of their dividends or distributions in cash. Additionally, the notice requirement for stockholders to withdraw or modify their elections under the DRIP was amended such that a stockholder must notify the Company's transfer agent and registrar of any changes to their election no later than the day before the start of the quarterly period for which the stockholder desires to receive some or all of the dividend or distribution in cash. We will only use newly-issued shares of common stock to implement the Dividend Reinvestment Plan. For the year ended December 31, 2023, we have issued 8,631,890 shares through the Dividend Reinvestment Plan.
Retention of Proceeds
Subject to the requirements of Section 852(a) of Subchapter M of the Code and the terms of any indebtedness or preferred shares, during the Investment Period, we may retain, in whole or in part, any proceeds attributable to portfolio investments. Any retained proceeds that represent net investment income will be treated as a deemed distribution by us to the stockholders and a deemed re-contribution by the stockholders to us, and the aggregate undrawn commitments of all stockholders will be reduced accordingly. We may use the amounts so retained to make investments, pay our fees and expenses, repay our borrowings, or fund reasonable reserves for our future expenses or other obligations (including obligations to make indemnification advances and payments to the extent such advances and payments would be permitted under applicable law, including ERISA, if applicable); provided, however, that, after the expiration of the Investment Period, no part of such retained amounts will be used to make any investment for which we would not be permitted to draw down Commitments. We will treat
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any retained proceeds that represent net investment income as a deemed distribution to stockholders and a deemed re-contribution by the stockholders, and the aggregate undrawn commitments of all stockholders will be reduced accordingly. For the avoidance of doubt, even if the undrawn commitment of the shares becomes zero, we may continue to retain proceeds that represent net investment income as described above for the purpose of paying our operating costs (including expenses, the Management Fee, payments to the Administrator (because our assets are not treated as "plan assets" for purposes of ERISA—See Item 1. Business—The Administrator) and any indemnification obligations to the extent permitted under applicable law, including ERISA, if applicable) and debt service of any borrowings we have made.
Sales of Unregistered Securities
There were no shares of common stock issued and sold in reliance upon the available exemptions from the registration requirements of the Securities Act, including Section 4(a)(2) and Regulation D promulgated thereunder, and no capital drawdowns were delivered pursuant to Subscription Agreements for the year ended December 31, 2023.
Item 6.    Reserved
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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations
The information in management's discussion and analysis of financial condition and results of operations relates to NMF SLF I, Inc., including its wholly-owned direct subsidiary (collectively, "we", "us", "our", or the "Company").
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 Annual Report on Form 10-K. Some of the statements in this Annual Report on Form 10-K (including in the following discussion) constitute forward-looking statements, which relate to future events or our future performance or our financial condition. The forward-looking statements contained in this section involve a number of risks and uncertainties, including:
statements concerning the impact of a protracted decline in the liquidity of credit markets;
the general economy, including interest and inflation rates;
the impact of interest rate volatility, including the replacement of LIBOR with alternative reference rates and rising interest rates, on our business and our portfolio companies;
our future operating results, our business prospects and the adequacy of our cash resources and working capital;
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 New Mountain Finance Advisers BDC, L.L.C. (the "Investment Adviser") or its affiliates to attract and retain highly talented professionals;
actual and potential conflicts of interest with the Investment Adviser and New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital") whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles, and a minority investor; and
the risk factors set forth in Part IItem 1A.—Risk Factors, contained in this Annual Report on Form 10-K.
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 IItem 1A.—Risk Factors contained in this Annual Report on Form 10-K.
We have based the forward-looking statements included in this Annual Report on Form 10-K on information available to us on the date of this Annual Report on Form 10-K. 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 that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview
We are a Maryland corporation formed on January 23, 2019. We are a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). We have elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital. New Mountain Capital is a global investment firm with approximately $50 billion of assets under management and a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies. The Investment Adviser manages our day-to-day operations and provides us with investment advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to ours. New Mountain Finance Administration, L.L.C. (the "Administrator”), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct our day-to-day operations. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
We conducted a private offering (the "Private Offering") of our common stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. At the closing of any private offering, each investor in the Private Offering will make a capital commitment (a "Capital Commitment") to purchase common stock pursuant
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to a subscription agreement entered into with us (a "Subscription Agreement"). We commenced our loan origination and investment activities on the date we issued shares to persons not affiliated with the Investment Adviser (the "Initial Closing Date"), which occurred on February 18, 2020. We may conduct subsequent closings at times during our investment period (the "Investment Period"), which commenced on the Initial Closing Date and initially continued until September 30, 2023, subject to automatic extensions thereafter, each for an additional one year period, unless the holders of a majority of our outstanding common stock elect to forego any such extension upon not less than ninety days prior written notice. Effective September 30, 2023, the Investment Period was automatically extended for an additional one year period to September 30, 2024. Each investor will be required to make capital contributions to purchase our common stock each time a drawdown notice is issued based on such investor's Capital Commitment. Pursuant to the Subscription Agreement entered into with each investor, we shall commence the wind up of operations two years following the expiration of the Investment Period, subject to additional extensions, each for an additional one year period, upon approval of the holders of a majority of our then outstanding common stock.
On December 9, 2020, we established NMF SLF I SPV, L.L.C. ("SLF I SPV") as a wholly-owned direct subsidiary, whose assets are used to secure SLF I SPV's credit facility. On December 23, 2020, SLF I SPV entered into a Loan and Security Agreement among SLF I SPV as the borrower, the Investment Adviser as collateral manager, us as equity holder and seller, Wells Fargo Bank, National Association as the administrative agent and the collateral custodian, and each of the lenders from time to time party thereto (as amended, from time to time, the "Loan and Security Agreement"), which is structured as a secured revolving credit facility (the "Wells Credit Facility"). On October 6, 2022, we established NMF SLF I Opportunistic SPV, L.L.C., as a wholly-owned direct subsidiary.
We primarily invest in senior secured debt of U.S. sponsor-backed, middle market companies. We define middle market companies as those businesses with annual earnings before interest, taxes, depreciation, and amortization ("EBITDA") between $10.0 million and $200.0 million. We focus on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.
Senior secured loans may include traditional first lien loans or unitranche loans. We invest a significant portion of its portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt. Certain unitranche loan investments may include “last-out” positions, which generally heighten the risk of loss.
As of December 31, 2023, our top five industry concentrations were software, business services, healthcare, financial services and consumer services.
As of December 31, 2023, our net assets were approximately $865.1 million and our portfolio had a fair value, as determined in good faith by our board of directors (the "Board"), of approximately $1,320.4 million in 110 portfolio companies.
Recent Developments
On January 19, 2024, we issued 5,430,849 shares of common stock through our DRIP.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting estimates.
Basis of Accounting
We consolidate our wholly-owned direct subsidiary SLF I SPV. We are an investment company following accounting and reporting guidance as described in Accounting Standards Codification Topic 946, Financial Services—Investment Companies ("ASC 946").
Valuation and Leveling of Portfolio Investments
At all times, consistent with GAAP and the 1940 Act, we conduct a valuation of our assets, which impacts our net asset value.
We value our assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, our Board is ultimately and solely responsible for determining the fair value of our portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation
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where our portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. Because (i) "benefit plan investors", as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any regulations promulgated thereunder ("Benefit Plan Investors"), hold 25% or more of our outstanding shares, and (ii) our shares are not listed on a national securities exchange, an unaffiliated third-party (the "Sub-Administrator") has been engaged to independently value our investments, in consultation with the Investment Adviser. Our quarterly valuation procedures, which are the procedures that will be followed by such Sub-Administrator 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 Sub-Administrator, in consultation with the investment professionals of 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. If the Sub-Administrator is unable to sufficiently validate the quote(s) 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); and
b.For investments other than bonds, the personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, look at the number of quotes readily available and perform the following procedures:
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 an IHS Markit Ltd. quote differs from the Refinitiv (formerly known as Thomson Reuters) quote by +/- 5% or if the spread between the bid and ask for a quote is greater than 10%, the personnel of the Sub-Administrator, 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 Sub-Administrator, 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 Sub-Administrator, in consultation with the investment professionals at the Investment Adviser. The personnel of the Sub-Administrator, in consultation with the investment professionals of 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 Sub-Administrator 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 Sub-Administrator, in consultation with the investment professionals at the Investment Adviser, is 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 Sub-Administrator, in consultation with the investment professionals of the Investment Adviser responsible for the credit monitoring; and
b.Preliminary valuation conclusions will then be documented and discussed with our senior management.
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 a commitment 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
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not have a readily available market value, the fair value of our investments may fluctuate from period to period and the fluctuations could be material.
In the event Benefit Plan Investors do not hold 25% or more of our outstanding shares, or our shares are listed on a national securities exchange, then (i) personnel of the Investment Adviser will undertake the roles to be performed by the personnel of the Sub-Administrator, as described above and (ii) if an investment falls into category (3) above for four consecutive quarters and the investment's par value or its fair value exceeds a certain materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our Board.
GAAP fair value measurement guidance classifies the inputs used in measuring fair value into three levels as follows:
Level I—Quoted prices (unadjusted) are available in active markets for identical investments and we have the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), we, to the extent that we hold such investments, do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.
Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:
Quoted prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.
The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.
The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.
See Item 8.—Financial Statements and Supplementary Data—Note 4. Fair Value in this Annual Report on Form 10-K for additional information on fair value hierarchy for the year ended December 31, 2023.
We generally use the following framework when determining the fair value of investments where there is little, if any, market activity or observable pricing inputs. We typically determine the fair value of our performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:
Company Performance, Financial Review, and Analysis:   Prior to investment, as part of our due diligence process, we evaluate the overall performance and financial stability of the portfolio company. Post investment, we analyze each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting our revenue and EBITDA growth, margin trends, liquidity position, covenant compliance and changes to our capital structure. We also attempt to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of our original investment thesis. This analysis is specific to each portfolio company. We leverage the knowledge gained from our original due diligence process, augmented by this subsequent monitoring, to continually refine our outlook for each of our portfolio companies and ultimately form the valuation of our investment in each portfolio company.
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When an external event such as a purchase transaction, public offering or subsequent sale occurs, we will consider the pricing indicated by the external event to corroborate the private valuation.
For debt investments, we may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of our debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, we may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value.
After enterprise value coverage is demonstrated for our debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.
Market Based Approach:    We may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. We consider numerous factors when selecting the appropriate companies whose trading multiples are used to value our portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. We may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment.
Income Based Approach:    We also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes and average yield-to-maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement.
See Item 8.—Financial Statements and Supplementary Data—Note 4. Fair Value in this Annual Report on Form 10-K for additional information on unobservable inputs used in the fair value measurement of our Level III investments for the year ended December 31, 2023.
Revenue Recognition
Sales and paydowns of investments: Realized gains and losses on investments are determined on the specific identification method.
Interest income: Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. We have loans in our 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 redeemed by the issuer. For the years ended December 31, 2023 and December 31, 2022, we recognized PIK interest from investments of approximately $6.1 million and $4.1 million, respectively.
Non-accrual income: Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate collectibility. 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. As of December 31, 2023 and December 31, 2022, no investments were on non-accrual status.
Fee income: Fee income represents delayed compensation, consent or amendment fees, revolver fees, structuring fees, upfront fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after trade date. Fee income may also include fees from bridge loans. We may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by us for providing such commitments. Structuring fees and upfront fees are
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recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable. Income received in exchange for the provision of services such as recurring administration services are also recognized as fee income in the period in which it was earned.
Monitoring of Portfolio Investments
We monitor the performance and financial trends of our portfolio companies on at least a quarterly basis. We attempt to identify any developments within the portfolio company, the industry or the macroeconomic environment that may alter any material element of our original investment strategy. Our portfolio monitoring procedures are designed to provide a simple yet comprehensive analysis of our portfolio companies based on their operating performance and underlying business characteristics, which in turn forms the basis of its Risk Rating (as defined below).
We use an investment risk rating system to characterize and monitor the credit profile and expected level of returns on each investment in the portfolio. As such, we assign each investment a composite score ("Risk Rating") based on two metrics – 1) Operating Performance and 2) Business Characteristics:
Operating Performance assesses the health of the investment in context of its financial performance and the market environment it faces. The metric is expressed in Tiers of "1" to "4", with "1" being the worst and "4" being the best:
Tier 1 – Severe business underperformance and/or severe market headwinds
Tier 2 – Significant business underperformance and/or significant market headwinds
Tier 3 – Moderate business underperformance and/or moderate market headwinds
Tier 4 – Business performance is in-line with or above expectations
Business Characteristics assesses the health of the investment in context of the underlying portfolio company's business and credit quality, the underlying portfolio company's current balance sheet, and the level of support from the equity sponsor. The metric is expressed as on a qualitative scale of "A" to "C", with "A" being the best and "C" being the worst.
The Risk Rating for each investment is a composite of these two metrics. The Risk Rating is expressed in categories of Red, Orange, Yellow and Green, with Red reflecting an investment performing materially below expectations and Green reflecting an investment that is in-line with or above expectations. The mapping of the composite scores to these categories are below:
Red – 1C (e.g., Tier 1 for Operating Performance and C for Business Characteristics)
Orange – 2C and 1B
Yellow – 3C, 2B, and 1A
Green – 4C, 3B, 2A, 4B, 3A, and 4A
The following table shows the Risk Ratings of our portfolio companies as of December 31, 2023:
(in millions)As of December 31, 2023
Risk RatingCostPercentFair ValuePercent
Red$— — %$— — %
Orange11.9 0.9 %10.4 0.8 %
Yellow29.3 2.2 %26.6 2.0 %
Green1,280.3 96.9 %1,283.4 97.2 %
 $1,321.5 100.0 %$1,320.4 100.0 %
As of December 31, 2023, all investments in our portfolio had a Green Risk Rating with the exception of three portfolio companies that had a Yellow Risk Rating and one portfolio company that had an Orange Risk Rating.
Portfolio and Investment Activity
The fair value of our investments, as determined in good faith by our Board, was approximately $1,320.4 million in 110 portfolio companies at December 31, 2023 and approximately $1,173.4 million in 95 portfolio companies at December 31, 2022.
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The following table shows our portfolio and investment activity for the years ended December 31, 2023 and December 31, 2022:
Year Ended December 31,
(in millions)20232022
New investments in 58 and 60 portfolio companies, respectively$230.9 $310.4 
Debt repayments in existing portfolio companies(62.3)(141.1)
Sales of securities in 12 and 9 portfolio companies, respectively(48.2)(53.8)
Change in unrealized appreciation on 84 and 17 portfolio companies, respectively23.3 1.0 
Change in unrealized depreciation on 30 and 90 portfolio companies, respectively(6.5)(28.0)
Recent Accounting Standards Updates
See Part II—Financial Statements and Supplementary Data—Note 13. Recent Accounting Standards in this Annual Report on Form 10-K for details on recent accounting standards updates.
Results of Operations for the Years Ended December 31, 2023 and December 31, 2022
Results of Operations for the fiscal year ended December 31, 2021 can be found in Item 7.—Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K filed on March 13, 2023, which is incorporated by reference herein.
Revenue
Year Ended December 31,
(in thousands)20232022
Interest income$141,861 $94,597 
Fee income3,029 4,663 
Total investment income$144,890 $99,260 
Our total investment income increased by approximately $45.6 million, or 46%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022. For the year ended December 31, 2023, total investment income of approximately $144.9 million consisted of approximately $131.9 million in cash interest from investments, approximately $6.1 million in PIK interest from investments, net amortization of purchase premiums and discounts of approximately $3.9 million and approximately $3.0 million in fee income. The increase in interest income of approximately $47.3 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022 was primarily attributable to higher LIBOR and SOFR rates on our floating rate assets. Fee income during the year ended December 31, 2023, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront, amendment and assignment fees received from 36 different portfolio companies.
Operating Expenses
Year Ended December 31,
(in thousands)20232022
Management fee$7,863 $7,015 
Interest and other financing expenses29,312 16,724 
Administrative expenses1,160 1,031 
Professional fees1,038 1,014 
Other general and administrative expenses329 304 
Net expenses$39,702 $26,088 
Our total net operating expenses increased by approximately $13.6 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022. Our management fee increased by approximately $0.8 million which was attributable to larger managed and invested capital balances.
Interest and other financing expenses increased by approximately $12.6 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to higher LIBOR and SOFR rates on drawn balances on the Wells Credit Facility.
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Professional fees, administrative expenses and other general and administrative expenses for the year ended December 31, 2023 as compared to the year ended December 31, 2022 remained relatively flat.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
Year Ended December 31,
(in thousands)20232022
Net realized (losses) gains on investments$(11)$1,260 
Net change in unrealized appreciation (depreciation) of investments16,827 (26,988)
Net realized and unrealized gains (losses)$16,816 $(25,728)
Our net realized losses and unrealized appreciation resulted in a net gain of approximately $16.8 million for the year ended December 31, 2023 as compared to the net realized gains and unrealized depreciation resulting in a net loss of $25.7 million for the year ended December 31, 2022. As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and unrealized gains or losses together. The net gain for the year ended December 31, 2023 was was primarily driven by the overall increase in market prices of our investments during the period. The net loss for the year ended December 31, 2022 was primarily driven by the overall decrease in market prices of our investments during the period.
Liquidity, Capital Resources, Off-Balance Sheet Arrangements, Borrowings and Contractual Obligations
Liquidity and Capital Resources
The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes.
We expect to generate cash flows from investments and operations and borrowings from banks or other lenders. We will seek to enter into any bank debt, credit facility or other financing arrangements on at least customary market terms; however, we cannot assure you we will be able to do so. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.
The Investment Adviser, as our initial stockholder, authorized us to adopt the application of the modified asset coverage ratio pursuant to the requirements set forth in Section 61(a) of the 1940 Act, which resulted in the reduction from 200.0% to 150.0% of the minimum asset coverage ratio applicable to us. In connection with their subscriptions of our shares, our stockholders were required to acknowledge our ability to operate with an asset coverage ratio that may be as low as 150.0%. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, is at least 150.0% after such borrowing (which means we can borrow $2 for every $1 of our equity). As of December 31, 2023, our asset coverage ratio was 299.4%.
On December 31, 2023 and December 31, 2022, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
(in millions)December 31, 2023December 31, 2022
Capital Commitments$690.0 $690.0 
Unfunded Capital Commitments— — 
% of Capital Commitments funded100.0 %100.0 %
At December 31, 2023 and December 31, 2022, our credit facilities consisted of the Wells Credit Facility. See Item 8—Financial Statements and Supplementary Data—Note 6. Borrowings in this Annual Report on Form 10-K for additional information.
At December 31, 2023 and December 31, 2022, we had cash and cash equivalents of approximately $22.2 million and $16.0 million, respectively. Our cash used in operating activities for the years ended December 31, 2023 and December 31, 2022, was approximately $27.6 million and $81.9 million, respectively. We expect that all current liquidity needs will be met with cash flows from operations and other activities.
Off-Balance Sheet Arrangements
We may become a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. We may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding in the future. As of December 31, 2023 and December 31, 2022, we had outstanding commitments to third parties to fund investments
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totaling $112.6 million and $127.9 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.
We may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding in the future. As of December 31, 2023 and December 31, 2022, we had commitment letters to purchase investments in the aggregate par amount of $6.8 million and $27.4 million, respectively, which could require funding in the future. As of December 31, 2023 and December 31, 2022, we had not entered into any bridge financing commitments which could require funding in the future.
Contractual Obligations
A summary of our significant contractual payment obligations as of December 31, 2023 is as follows:
 Contractual Obligations Payments Due by Period
(in millions)TotalLess than
1 Year
1 - 3 Years3 - 5 YearsMore than
5 Years
Wells Credit Facility (1)$433.8 $— $— $433.8 $— 
(1)        Under the terms of the Wells Credit Facility, all outstanding borrowings under that facility ($433.8 million as of December 31, 2023) must be repaid on or before December 1, 2028. As of December 31, 2023, there was approximately $166.2 million of possible capacity remaining under the Wells Credit Facility. See Item 8.—Financial Statements and Supplementary Data—Note 6. Borrowings in this Annual Report on Form 10-K, for material details on the Wells Credit Facility.
We have entered into an investment management agreement, as amended and restated from time to time (the "Investment Management Agreement"), with the Investment Adviser in accordance with the 1940 Act. Under the Investment Management Agreement, the Investment Adviser has agreed to provide us with investment advisory and management services. We have agreed to pay a management fee for these services.
We have also entered into an administration agreement (the "Administration Agreement") with the Administrator. Under the Administration Agreement, the Administrator has agreed to arrange office space for us and provide office equipment and clerical, bookkeeping and record keeping services and other administrative services necessary to conduct our respective day-to-day operations. The Administrator has also agreed to maintain, or oversee the maintenance of, our financial records, our reports to stockholders and reports filed with the SEC. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
If any of the contractual obligations discussed above are terminated, our costs under any new agreements that are entered into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under the Investment Management Agreement and the Administration Agreement.
Distributions and Dividends
Tax characteristics of all distributions paid are reported to stockholders on Form 1099 after the end of the calendar year. For the years ended December 31, 2023 and December 31, 2022, total distributions declared were $105.4 million and $72.6 million, respectively, of which the distributions were comprised of approximately 98.96% and 96.94%, respectively, of ordinary income, 1.04% and 3.06%, respectively, of long-term capital gains and 0.00% and 0.00%, respectively, of a return of capital. Future distributions, if any, will be determined by our board of directors.
We intend to pay semi-annual distributions to our stockholders in amounts sufficient to qualify as and maintain our status as a RIC. We intend to distribute approximately all of our net investment income on a semi-annual basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.    
We maintain an "opt out" dividend reinvestment plan, as amended from time to time (the "DRIP"), on behalf of our common stockholders, pursuant to which each of our stockholders' cash distributions will be automatically reinvested in additional shares of our common stock, unless the stockholder elects to receive cash. We will only use newly-issued shares of common stock to implement the DRIP. On August 16, 2022, our board of directors amended and restated the DRIP, effective as of September 18, 2022 (the "Amendment"). The Amendment clarifies that by "opting out" a stockholder may elect to receive some or all of their dividends or distributions in cash. Additionally, the notice requirement for stockholders to withdraw or modify their elections under the DRIP was amended such that a stockholder must notify the Company's transfer agent and registrar of any changes to their election no later than the day before the start of the quarterly period for which the stockholder desires to receive some or all of the dividend or distribution in cash. For the years ended December 31, 2023, December 31, 2022 and December 31, 2021, we have issued 8,631,890, 6,010,548 and 1,829,609 shares through the DRIP, respectively. See Part II — Item 8— Financial Statements—Note 2. Summary of Significant Accounting Policies for additional details regarding our DRIP.
65

Related Parties
We have entered into a number of business relationships with affiliated or related parties, including the following:
We have entered into the Investment Management Agreement with the Investment Adviser, a wholly-owned subsidiary of New Mountain Capital. Therefore, New Mountain Capital is entitled to any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, as amended, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.
We have entered into the Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges our office space and provides office equipment and administrative services necessary to conduct our respective day-to-day operations pursuant to the Administration Agreement.
We, the Investment Adviser and the Administrator have entered into a Trademark License Agreement with New Mountain Capital, pursuant to which New Mountain Capital has granted us, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the "NMF" name.
In addition, we have adopted a formal Code of Ethics that governs the conduct of our officers and directors. These officers and directors also remain subject to the duties imposed by the 1940 Act and the Maryland General Corporation Law.
The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to our investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser's allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the "Exemptive Order"), which superseded a prior order issued on December 18, 2017, which permits us to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, we are permitted to co-invest with our affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of our stockholders and is consistent with our then-current investment objective and strategies. The Exemptive Order was amended on August 30, 2022 to permit us to complete follow-on investments in existing portfolio companies with certain affiliates that are private funds if such private funds do not have an investment in such existing portfolio company, subject to certain conditions. As our assets are treated as "plan assets" under ERISA, we will only co-invest in the same issuer with certain funds or entities managed by the Investment Adviser or its affiliates, so long as their and our respective future investments are at the same level of such issuer's capital structure; provided, that in no event will we co-invest with any other fund or entity in contravention of the 1940 Act.
66

Item 7A.    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. Since March 2022, the Federal Reserve has been rapidly raising interest rates and has indicated that it would consider additional rate hikes in response to ongoing inflation concerns. In a rising interest rate environment, our net investment income would increase due to an increase in interest income generated by our investment portfolio. However, our cost of funds would also increase, which could also impact net investment income. It is possible that the Federal Reserve's tightening cycle could result in a recession in the United States, which would likely decrease interest rates. In addition, in a prolonged low interest rate environment, including a reduction of base rates, such as SOFR, to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. During the twelve months ended December 31, 2023, certain of the loans held in our portfolio had floating LIBOR or SOFR interest rates. As of December 31, 2023, approximately 99.9% of our investments at fair value (excluding unfunded debt investments) represent floating-rate investments with a SOFR floor (includes investments bearing prime interest rate contracts) and 0.1% of our investments at fair value represent fixed-rate investments. Additionally, our Wells Credit Facility is also subject to floating interest rates and is currently paid based on floating SOFR rates.
The following table estimates the potential changes in interest income net of interest expense, should interest rates increase by 100, 200 or 300 basis points, or decrease by 25 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on December 31, 2023. Interest expense is calculated based on the terms of our Wells Credit Facility. For our Wells Credit Facility, we use the outstanding balance as of December 31, 2023. This analysis does not take into account the impact of other expenses. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of December 31, 2023. These hypothetical calculations are based on a model of the investments in our portfolio, held as of December 31, 2023, and are only adjusted for assumed changes in the underlying base interest rates.
Actual results could differ significantly from those estimated in the table.
Change in Interest Rates Estimated Percentage
Change in Interest
Income Net of
Interest Expense
(unaudited)
–25 Basis Points(1.87)%
Base Interest Rate— %
+100 Basis Points7.48 %
+200 Basis Points14.97 %
+300 Basis Points22.45 %
67

Item 8.    Financial Statements and Supplementary Data
TABLE OF CONTENTS



68

deloittelogoa24.jpg
 
Deloitte & Touche LLP
 
30 Rockefeller Plaza
New York, NY 10112
USA
 
Tel:    212 492 4000
Fax:   212 489 1687
www.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of NMF SLF I, Inc.
Opinion on the Consolidated Financial Statements and Financial Highlights
We have audited the accompanying consolidated statements of assets and liabilities of NMF SLF I, Inc. and subsidiaries (the "Company"), including the consolidated schedules of investments as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period then ended, the consolidated financial highlights for each of the three years in the period ended December 31,2023, and the related notes. In our opinion, the consolidated financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period then ended, and the financial highlights for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion
These consolidated financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2023 and 2022, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

March 6, 2024
We have served as the Company’s auditor since 2019.


69

NMF SLF I, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except shares and per share data)
 December 31, 2023December 31, 2022
Assets  
Non-controlled/non-affiliated investments at fair value (cost of $1,321,455 and $1,191,246, respectively)
$1,320,435 $1,173,399 
Cash and cash equivalents22,158 16,012 
Interest receivable9,716 6,833 
Receivable from unsettled securities sold2,992  
Other assets148 328 
Total assets$1,355,449 $1,196,572 
Liabilities  
Borrowings
Wells Credit Facility$433,800 $394,500 
Deferred financing costs (net of accumulated amortization of $2,959 and $1,975, respectively)
(7,243)(2,644)
Net borrowings426,557 391,856 
Distribution payable56,514 40,489 
Interest payable2,936 2,181 
Management fee payable2,069 1,878 
Payable for unsettled securities purchased1,344  
Payable to affiliates147 160 
Accrued organizational and offering expenses 61 
Other liabilities828 872 
Total liabilities490,395 437,497 
Commitments and contingencies (See Note 8)  
Net Assets  
Common stock, par value $0.001, 500,000,000 shares authorized, 82,381,922 and 73,750,032 shares issued and outstanding, respectively
82 74 
Paid in capital in excess of par860,861 771,472 
Accumulated undistributed (overdistributed) earnings4,111 (12,471)
Total net assets$865,054 $759,075 
Total liabilities and net assets$1,355,449 $1,196,572 
Net asset value per share$10.50 $10.29 


The accompanying notes are an integral part of these consolidated financial statements.
70

NMF SLF I, Inc.
Consolidated Statements of Operations
(in thousands, except shares and per share data)
 Year Ended December 31,
 202320222021
Investment income 
Interest income (excluding Payment-in-kind ("PIK") interest income)$135,768 $90,508 $52,512 
PIK interest income6,093 4,089 1,304 
Fee income3,029 4,663 8,768 
Total investment income144,890 99,260 62,584 
Expenses 
Interest and other financing expenses29,312 16,724 5,845 
Management fee7,863 7,015 4,618 
Administrative expenses1,160 1,031 681 
Professional fees1,038 1,014 681 
Organizational expenses  18 
Other general and administrative expenses329 304 275 
Total expenses39,702 26,088 12,118 
Net investment income before income taxes105,188 73,172 50,466 
Income tax expense, including excise tax  3 
Net investment income105,188 73,172 50,463 
Net realized (losses) gains on investments(11)1,260 608 
Net change in unrealized appreciation (depreciation) of investments16,827 (26,988)(9,963)
Net realized and unrealized gains (losses)16,816 (25,728)(9,355)
Net increase in net assets resulting from operations$122,004 $47,444 $41,108 
Earnings per share (basic & diluted)$1.53 $0.66 $0.97 
Weighted average shares of common stock outstanding - basic & diluted (See Note 11)79,577,910 71,995,717 42,261,286 

The accompanying notes are an integral part of these consolidated financial statements.
71

NMF SLF I, Inc.
Consolidated Statements of Changes in Net Assets
(in thousands, except share data)
 Year Ended December 31,
 202320222021
Increase (decrease) in net assets resulting from operations  
Net investment income$105,188 $73,172 $50,463 
Net realized (losses) gains on investments(11)1,260 608 
Net change in unrealized appreciation (depreciation) of investments16,827 (26,988)(9,963)
Net increase in net assets resulting from operations122,004 47,444 41,108 
Capital transactions  
Net proceeds from shares of common stock sold  324,300 
Distributions declared to stockholders from net investment income(105,423)(72,585)(51,882)
Reinvestment of distributions89,398 64,117 19,861 
Total net (decrease) increase in net assets resulting from capital transactions(16,025)(8,468)292,279 
Net increase in net assets105,979 38,976 333,387 
Net assets at the beginning of the period759,075 720,099 386,712 
Net assets at the end of the period$865,054 $759,075 $720,099 
Capital share activity
Shares of common stock sold  30,261,530 
Shares issued from the reinvestment of distributions8,631,890 6,010,548 1,829,609 
Net increase in shares of common stock outstanding8,631,890 6,010,548 32,091,139 

 

The accompanying notes are an integral part of these consolidated financial statements.
72

NMF SLF I, Inc.
Consolidated Statements of Cash Flows
(in thousands)
 Year Ended December 31,
 202320222021
Cash flows from operating activities  
Net increase in net assets resulting from operations$122,004 $47,444 $41,108 
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in by operating activities:
Net realized losses (gains) on investments11 (1,260)(608)
Net change in unrealized (appreciation) depreciation of investments(16,827)26,988 9,963 
Amortization of purchase discount(3,890)(4,994)(11,109)
Amortization of deferred financing costs984 887 896 
Non-cash investment income(5,824)(3,963)(1,191)
(Increase) decrease in operating assets:  
Purchase of investments and delayed draw facilities(230,547)(310,543)(802,625)
Proceeds from sales and paydowns of investments110,507 194,923 206,097 
Cash paid for purchase of drawn portion of revolving credit facilities(466)(34)(1,038)
Cash paid on drawn revolving credit facilities(30,915)(30,464)(6,998)
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities134 174 553 
Cash repayments on drawn revolvers30,781 25,863 4,895 
Interest receivable(2,883)(1,596)(3,446)
Receivable from unsettled securities sold(2,992)  
Other assets180 9 (271)
Increase (decrease) in operating liabilities:  
Payable for unsettled securities purchased1,344 (27,781)(329)
Management fee payable191 418 778 
Interest payable755 1,535 594 
Accrued organizational and offering expenses(61)61  
Payable to affiliates(13)46 71 
Other liabilities(48)379 124 
Net cash flows used in operating activities(27,575)(81,908)(562,536)
Cash flows from financing activities  
Distributions paid  (5,811)
Net proceeds from issuance of common stock  324,300 
Repayment of Wells Subscription Line  (8,000)
Proceeds from Wells Credit Facility149,000 247,000 458,000 
Repayment of Wells Credit Facility(109,700)(170,500)(220,000)
Deferred financing costs paid(5,579)(6)(1,600)
Net cash flows provided by financing activities33,721 76,494 546,889 
Net increase (decrease) in cash and cash equivalents6,146 (5,414)(15,647)
Cash and cash equivalents at the beginning of the period16,012 21,426 37,073 
Cash and cash equivalents at the end of the period$22,158 $16,012 $21,426 
Supplemental disclosure of cash flow information  
Cash interest paid$27,189 $13,922 $3,868 
Income taxes paid  23 
Non-cash financing activities:  
Distributions declared and payable$56,514 $40,489 $32,021 
Value of shares issued in connection with reinvestment of distributions89,398 64,117 19,861 
Accrual for deferred financing costs4  6 

 
The accompanying notes are an integral part of these consolidated financial statements.
73


NMF SLF I, Inc.
Consolidated Schedule of Investments
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - United States
Wealth Enhancement Group, LLC
Financial ServicesFirst Lien(3)SOFR(Q)5.75%11.23%12/202010/2027$18,304 $18,220 $18,304 
First Lien(3)SOFR(Q)5.75%11.11%08/202110/20275,835 5,825 5,835 
First Lien(3)SOFR(Q)5.75%11.23%06/202110/20274,910 4,894 4,910 
First Lien(3)(4) - DrawnSOFR(Q)5.75%11.20%05/202210/20272,274 2,269 2,273 
31,323 31,208 31,322 3.62 %
Affinipay Midco, LLC
SoftwareFirst Lien(2)(3)SOFR(Q)5.50%10.88%10/202306/202817,858 17,858 17,858 
First Lien(2)(3)SOFR(M)5.50%10.86%07/202206/20287,219 7,186 7,219 
First Lien(2)(3)SOFR(Q)5.50%10.88%10/202306/20282,735 2,735 2,735 
First Lien(2)(3)SOFR(Q)5.50%10.88%10/202306/20281,785 1,785 1,785 
First Lien(3)SOFR(Q)5.50%10.88%07/202206/20281,023 1,013 1,023 
30,620 30,577 30,620 3.54 %
GS Acquisitionco, Inc.
SoftwareFirst Lien(2)(3)SOFR(Q)5.50%11.00%02/202005/202624,103 24,038 24,103 
First Lien(3)SOFR(Q)5.50%11.00%02/202005/20265,702 5,684 5,702 
29,805 29,722 29,805 3.45 %
Pye-Barker Fire & Safety, LLC
Business ServicesFirst Lien(3)SOFR(Q)5.50%11.00%10/202011/202719,435 19,254 19,435 
First Lien(3)SOFR(Q)5.50%11.00%11/202111/202710,345 10,265 10,345 
29,780 29,519 29,780 3.44 %
Associations, Inc.
Business ServicesFirst Lien(2)(3)SOFR(Q)*
4.00%+2.50%/PIK
12.17%07/202107/202715,303 15,260 15,303 
First Lien(3)SOFR(Q)*
4.00%+2.50%/PIK
12.13%07/202107/20273,765 3,754 3,765 
First Lien(3)SOFR(Q)*
4.00% +2.50%/PIK
12.15%07/202107/20273,765 3,753 3,765 
First Lien(3)SOFR(Q)*
4.00%+2.50%/PIK
12.13%07/202107/20272,274 2,267 2,274 
First Lien(3)SOFR(Q)*
4.00% +2.50%/PIK
12.17%07/202107/20271,809 1,803 1,809 
First Lien(2)(3)SOFR(Q)*
4.00%+2.50%/PIK
12.16%10/202307/20271,549 1,542 1,549 
First Lien(3)(4) - DrawnSOFR(Q)6.50%12.14%07/202107/2027522 522 522 
28,987 28,901 28,987 3.35 %
Higginbotham Insurance Agency, Inc.
Business ServicesFirst Lien(2)(3)SOFR(M)5.50%10.96%11/202011/202823,428 23,333 23,428 
First Lien(3)SOFR(M)5.50%10.96%11/202011/20284,619 4,594 4,619 
28,047 27,927 28,047 3.24 %
Zone Climate Services, Inc.
Business ServicesFirst Lien(2)(3)SOFR(Q)5.25%10.80%03/202203/202827,682 27,463 27,610 
First Lien(3)(4) - DrawnP(M)4.50%13.00%03/202203/2028385 396 385 
28,067 27,859 27,995 3.24 %
The accompanying notes are an integral part of these consolidated financial statements.
74


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Syndigo LLC
SoftwareFirst Lien(2)(3)SOFR(M)4.50%9.97%12/202012/2027$23,502 $23,188 $23,502 
Second Lien(3)SOFR(M)8.00%13.48%12/202012/20284,000 3,978 4,000 
27,502 27,166 27,502 3.18 %
iCIMS, Inc.
SoftwareFirst Lien(2)(3)SOFR(Q)*
3.38% +3.88%/PIK
12.62%08/202208/202820,430 20,293 20,579 
First Lien(3)SOFR(Q)7.25%12.62%10/202208/20285,126 5,088 5,177 
First Lien(3)(4) - DrawnSOFR(Q)6.75%12.10%08/202208/2028312 313 312 
25,868 25,694 26,068 3.01 %
Allworth Financial Group, L.P.
Financial ServicesFirst Lien(2)(3)SOFR(M)5.50%10.96%12/202012/202617,567 17,468 17,567 
First Lien(3)SOFR(M)5.50%10.96%12/202012/20265,318 5,286 5,318 
First Lien(3)SOFR(M)5.50%10.96%01/202212/20262,589 2,573 2,589 
25,474 25,327 25,474 2.94 %
OA Buyer, Inc.
HealthcareFirst Lien(2)(3)SOFR(M)5.50%10.86%12/202112/202823,401 23,221 23,401 
First Lien(2)(3)SOFR(M)5.50%10.86%05/202212/20281,481 1,470 1,481 
24,882 24,691 24,882 2.88 %
Diamondback Acquisition, Inc.
SoftwareFirst Lien(2)(3)SOFR(M)5.50%10.96%09/202109/202824,821 24,640 24,474 2.83 %
AAH Topco, LLC
Consumer ServicesFirst Lien(3)SOFR(M)5.50%10.96%12/202112/202711,748 11,674 11,749 
First Lien(2)(3)SOFR(M)5.50%10.96%12/202112/202711,636 11,552 11,636 
23,384 23,226 23,385 2.70 %
Kaseya Inc.
SoftwareFirst Lien(2)(3)SOFR(Q)*
3.50%+2.50%/PIK
11.38%06/202206/202922,714 22,550 22,714 
First Lien(3)(4) - DrawnSOFR(M)5.50%10.86%06/202206/2029346 344 346 
First Lien(3)(4) - DrawnSOFR(Q)*
3.50% +2.50%/PIK
11.38%06/202206/202984 89 84 
23,144 22,983 23,144 2.68 %
PDQ.com Corporation
SoftwareFirst Lien(3)SOFR(Q)5.21%10.66%09/202108/202713,225 13,181 13,225 
First Lien(3)SOFR(Q)5.21%10.66%09/202108/20279,060 9,029 9,060 
First Lien(2)(3)SOFR(Q)5.75%11.18%10/202308/2027704 698 704 
22,989 22,908 22,989 2.66 %
Diligent Corporation
SoftwareFirst Lien(2)(3)SOFR(Q)6.25%11.78%08/202008/202514,596 14,530 14,310 
First Lien(2)(3)SOFR(Q)5.75%11.28%03/202108/20255,525 5,514 5,396 
First Lien(3)(4) - DrawnSOFR(Q)6.25%11.76%08/202008/20251,279 1,286 1,254 
First Lien(3)SOFR(Q)6.25%11.78%08/202008/20251,221 1,216 1,197 
First Lien(3)SOFR(Q)6.25%11.78%08/202008/2025770 766 755 
First Lien(2)(3)SOFR(Q)5.75%11.28%03/202108/202541 40 40 
23,432 23,352 22,952 2.65 %
Anaplan, Inc.
SoftwareFirst Lien(2)(3)SOFR(Q)6.50%11.85%06/202206/202922,941 22,749 22,941 2.65 %
IG Investments Holdings, LLC
Business ServicesFirst Lien(2)(3)SOFR(Q)6.00%11.48%09/202109/202822,907 22,738 22,907 2.65 %
The accompanying notes are an integral part of these consolidated financial statements.
75


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Thermostat Purchaser III, Inc.
Business ServicesFirst Lien(2)(3)SOFR(Q)4.50%10.04%08/202108/2028$18,665 $18,632 $18,423 
First Lien(3)SOFR(Q)4.50%10.04%08/202108/20283,357 3,348 3,314 
22,022 21,980 21,737 2.51 %
CCBlue Bidco, Inc.
HealthcareFirst Lien(2)(3)SOFR(Q)*
3.50%+2.75%/PIK
11.70%12/202112/202821,361 21,208 20,271 
First Lien(3)SOFR(Q)*
3.50% +2.75%/PIK
11.70%12/202112/20281,110 1,108 1,054 
22,471 22,316 21,325 2.47 %
Eisner Advisory Group LLC
Financial ServicesFirst Lien(2)SOFR(M)5.25%10.72%08/202107/202819,455 19,360 19,504 
First LienSOFR(M)5.25%10.72%08/202107/20281,646 1,640 1,650 
21,101 21,000 21,154 2.45 %
Notorious Topco, LLC
Consumer ProductsFirst Lien(2)(3)SOFR(Q)6.75%12.28%11/202111/202720,840 20,729 19,302 
First Lien(3)SOFR(Q)6.75%12.28%11/202111/20271,816 1,807 1,682 
First Lien(3)(4) - DrawnSOFR(Q)6.75%12.28%11/202105/2027123 127 114 
22,779 22,663 21,098 2.44 %
Avalara, Inc.
SoftwareFirst Lien(3)SOFR(Q)7.25%12.60%10/202210/202820,012 19,799 20,012 2.31 %
Recorded Future, Inc.
SoftwareFirst Lien(2)(3)SOFR(M)5.25%10.71%12/202107/20257,350 7,333 7,350 
First Lien(2)(3)SOFR(M)5.25%10.71%08/202007/20255,700 5,680 5,700 
First Lien(3)SOFR(M)5.25%10.71%08/202007/20254,063 4,038 4,063 
First Lien(2)(3)SOFR(M)5.25%10.71%01/202207/20252,467 2,458 2,467 
19,580 19,509 19,580 2.26 %
GraphPAD Software, LLC
HealthcareFirst Lien(2)(3)SOFR(S)5.50%11.22%12/202104/20279,105 9,074 9,105 
First Lien(2)(3)SOFR(S)5.50%11.19%04/202104/20276,825 6,804 6,825 
First Lien(3)SOFR(S)5.50%11.13%12/202104/20272,068 2,061 2,068 
First Lien(2)(3)SOFR(S)5.50%11.22%10/202104/20271,049 1,046 1,049 
First Lien(3)(4) - DrawnP(Q)5.00%13.50%04/202104/2027500 500 500 
19,547 19,485 19,547 2.26 %
DECA Dental Holdings LLC
HealthcareFirst Lien(2)(3)SOFR(Q)5.75%11.20%08/202108/202816,692 16,570 16,386 
First Lien(3)SOFR(Q)5.75%11.20%08/202108/20281,757 1,753 1,725 
First Lien(3)(4) - DrawnSOFR(Q)5.75%11.20%08/202108/20271,168 1,162 1,147 
19,617 19,485 19,258 2.23 %
KWOR Acquisition, Inc.
Business ServicesFirst Lien(2)(3)SOFR(M)5.25%10.71%12/202112/202817,513 17,412 17,513 
First Lien(3)(4) - DrawnP(Q)4.25%12.75%12/202112/20271,240 1,238 1,240 
18,753 18,650 18,753 2.17 %
Auctane Inc. (fka Stamps.com Inc.)
SoftwareFirst Lien(2)(3)SOFR(Q)5.75%11.23%10/202110/202811,516 11,430 11,319 
First Lien(2)(3)SOFR(Q)5.75%11.23%12/202110/20287,238 7,183 7,114 
18,754 18,613 18,433 2.13 %
The accompanying notes are an integral part of these consolidated financial statements.
76


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Fortis Solutions Group, LLC
PackagingFirst Lien(2)(3)SOFR(Q)5.50%10.95%10/202110/2028$12,154 $12,064 $12,077 
First Lien(3)SOFR(Q)5.50%10.95%10/202110/20285,081 5,049 5,048 
First Lien(3)(4) - DrawnSOFR(Q)5.50%10.95%10/202110/202786 91 86 
First Lien(3)(4) - DrawnSOFR(Q)5.50%10.98%06/202210/202883 82 83 
First Lien(3)SOFR(Q)5.50%10.95%10/202110/202848 44 48 
17,452 17,330 17,342 2.00 %
MRI Software LLC
SoftwareFirst Lien(2)(3)SOFR(Q)5.50%10.95%01/202002/202710,805 10,782 10,777 
First Lien(2)(3)SOFR(Q)5.50%10.95%03/202102/20273,064 3,061 3,056 
First Lien(3)SOFR(Q)5.50%10.95%03/202102/20272,867 2,862 2,859 
First Lien(3)SOFR(Q)5.50%10.95%01/202002/2027312 312 311 
17,048 17,017 17,003 1.97 %
FS WhiteWater Borrower, LLC
Consumer ServicesFirst Lien(2)(3)SOFR(Q)5.75%11.25%12/202112/20278,939 8,875 8,795 
First Lien(3)SOFR(Q)5.75%11.28%12/202112/20273,001 2,979 2,952 
First Lien(3)SOFR(Q)5.75%11.25%12/202112/20272,982 2,960 2,934 
First Lien(3)(4) - DrawnSOFR(Q)6.00%11.52%07/202212/20271,528 1,516 1,515 
First Lien(3)(4) - DrawnSOFR(M)5.75%11.26%12/202112/2027274 275 269 
16,724 16,605 16,465 1.90 %
Foreside Financial Group, LLC
Business ServicesFirst Lien(2)(3)SOFR(Q)5.50%11.04%05/202209/202714,752 14,642 14,752 
First Lien(3)SOFR(Q)5.50%11.04%05/202209/20271,118 1,117 1,118 
First Lien(3)(4) - DrawnSOFR(Q)5.50%11.02%05/202209/2027469 467 469 
16,339 16,226 16,339 1.89 %
Granicus, Inc.
SoftwareFirst Lien(2)(3)SOFR(Q)*
5.50%+1.50%/PIK
12.48%01/202101/202710,681 10,635 10,681 
First Lien(3)SOFR(Q)*
5.50%+1.50%/PIK
12.48%01/202101/20272,991 2,978 2,991 
First Lien(3)SOFR(Q)6.00%11.48%04/202101/20272,271 2,258 2,271 
First Lien(3)(4) - DrawnSOFR(M)6.50%11.96%01/202101/2027252 254 252 
16,195 16,125 16,195 1.87 %
Project Essential Bidco, Inc.
SoftwareFirst Lien(2)(3)SOFR(Q)*
3.00% +3.25%/PIK
11.78%04/202104/202817,393 17,291 16,089 1.86 %
Ocala Bidco, Inc.
HealthcareFirst Lien(2)(3)SOFR(M)*
3.50%+2.75%/PIK
11.72%12/202111/202816,114 15,969 16,114 1.86 %
Pioneer Topco I, L.P. (6)
Pioneer Buyer I, LLC
SoftwareFirst Lien(3)SOFR(Q)*7.00%/PIK12.35%11/202111/202814,048 13,965 14,048 
First Lien(3)SOFR(Q)*7.00%/PIK12.35%03/202211/20281,925 1,914 1,925 
15,973 15,879 15,973 1.85 %
The accompanying notes are an integral part of these consolidated financial statements.
77


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Foundational Education Group, Inc.
EducationFirst Lien(2)(3)SOFR(Q)4.25%9.89%08/202108/2028$9,285 $9,252 $9,285 
Second Lien(2)(3)SOFR(Q)6.50%12.14%08/202108/20296,488 6,463 6,372 
15,773 15,715 15,657 1.81 %
Enverus Holdings, Inc.
Business ServicesFirst Lien(2)SOFR(M)5.50%10.86%12/202312/202915,097 14,983 14,983 1.73 %
Businessolver.com, Inc.
SoftwareFirst Lien(2)(3)SOFR(M)5.50%10.96%12/202112/202714,599 14,555 14,599 
First Lien(3)(4) - DrawnSOFR(M)5.50%10.96%12/202112/2027349 349 349 
14,948 14,904 14,948 1.73 %
Oranje Holdco, Inc.
EducationFirst Lien(3)SOFR(Q)7.50%12.88%01/202302/202914,453 14,293 14,454 1.67 %
Sierra Enterprises, LLC
Food & BeverageFirst LienSOFR(Q)*
2.50% +4.25%/PIK
12.13%07/202305/202715,531 13,425 14,405 1.67 %
RealPage, Inc.
SoftwareSecond LienSOFR(M)6.50%11.97%02/202104/202913,612 13,536 13,646 1.58 %
Coupa Holdings, LLC
SoftwareFirst Lien(2)(3)SOFR(M)7.50%12.86%02/202302/203013,366 13,213 13,502 1.56 %
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)
SoftwareFirst Lien(2)(3)SOFR(M)5.25%10.61%05/202205/202910,000 9,918 10,000 
First Lien(2)(3)SOFR(M)5.75%11.11%10/202305/20293,015 2,986 3,015 
13,015 12,904 13,015 1.50 %
CentralSquare Technologies, LLC
SoftwareFirst Lien(2)SOFR(Q)3.75%9.25%04/202008/202513,233 12,397 12,832 1.48 %
Relativity ODA LLC
SoftwareFirst Lien(3)SOFR(M)6.50%11.96%05/202105/202712,414 12,332 12,414 1.44 %
Geo Parent Corporation
Business ServicesFirst Lien(2)(3)SOFR(S)5.25%10.80%05/202012/202811,952 11,823 11,952 1.38 %
Nielsen Consumer Inc.**
Business ServicesFirst Lien(2)SOFR(M)6.25%11.61%02/202303/202812,138 11,406 11,906 1.38 %
OB Hospitalist Group, Inc.
HealthcareFirst Lien(2)(3)SOFR(Q)5.50%11.00%09/202109/202711,220 11,144 10,934 
First Lien(3)(4) - DrawnSOFR(M)5.50%10.96%09/202109/2027574 574 559 
11,794 11,718 11,493 1.33 %
Daxko Acquisition Corporation
SoftwareFirst Lien(2)(3)SOFR(M)5.50%10.96%10/202110/202810,335 10,258 10,335 
First Lien(3)SOFR(M)5.50%10.96%10/202110/2028871 866 871 
First Lien(3)(4) - DrawnP(Q)4.50%13.00%10/202110/202752 55 52 
First Lien(3)(4) - DrawnSOFR(M)5.50%10.96%10/202110/202852 50 52 
11,310 11,229 11,310 1.31 %
DOCS, MSO, LLC
HealthcareFirst Lien(2)(3)SOFR(M)5.75%11.20%06/202206/202811,448 11,448 11,242 1.30 %
The accompanying notes are an integral part of these consolidated financial statements.
78


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Bullhorn, Inc.
SoftwareFirst Lien(2)(3)SOFR(M)5.50%10.96%09/202009/2026$9,555 $9,519 $9,555 
First Lien(3)SOFR(M)5.50%10.96%09/202009/20261,218 1,217 1,218 
10,773 10,736 10,773 1.25 %
Snap One Holdings Corp.**
Distribution & LogisticsFirst Lien(2)SOFR(Q)4.50%10.00%11/202112/202810,983 10,943 10,763 1.24 %
CFS Management, LLC
HealthcareFirst Lien(2)(3)SOFR(Q)*
6.25% +0.75%/PIK
12.61%09/202107/20248,638 8,628 7,547 
First Lien(3)SOFR(Q)*
6.25%+0.75%/PIK
12.61%09/202107/20243,300 3,296 2,883 
11,938 11,924 10,430 1.21 %
GC Waves Holdings, Inc.
Financial ServicesFirst Lien(2)(3)SOFR(M)6.00%11.46%04/202208/20287,122 7,078 7,122 
First Lien(3)SOFR(M)6.00%11.46%04/202208/20282,488 2,472 2,488 
First Lien(3)(4) - DrawnSOFR(M)6.00%11.46%07/202308/2028456 512 456 
First Lien(3)SOFR(M)6.00%11.46%08/202108/202867 66 67 
10,133 10,128 10,133 1.17 %
TRC Companies L.L.C. (fka Energize Holdco LLC)
Business ServicesSecond Lien(2)(3)SOFR(M)6.75%12.22%11/202112/202910,000 9,960 9,698 1.12 %
RXB Holdings, Inc.
HealthcareFirst Lien(2)SOFR(M)4.50%9.97%07/202112/20276,286 6,275 6,274 
First Lien(2)(3)SOFR(M)5.25%10.61%06/202312/20273,407 3,330 3,407 
9,693 9,605 9,681 1.12 %
Infogain Corporation
Business ServicesFirst Lien(2)(3)SOFR(M)5.50%10.96%07/202107/20286,039 6,007 6,039 
First Lien(2)(3)SOFR(M)5.50%10.96%07/202207/20283,549 3,520 3,549 
Subordinated(3)SOFR(Q)8.25%13.70%07/202207/20291 1 1 
9,589 9,528 9,589 1.11 %
Xactly Corporation
SoftwareFirst Lien(3)SOFR(Q)7.25%12.74%06/202007/20259,449 9,269 9,449 1.09 %
CoreTrust Purchasing Group LLC
Business ServicesFirst Lien(3)SOFR(M)6.75%12.11%09/202210/20299,104 8,986 9,104 1.05 %
ACI Group Holdings, Inc.
HealthcareFirst Lien(2)(3)SOFR(M)5.50%10.96%08/202108/20287,367 7,315 7,191 
First Lien(3)SOFR(M)5.50%10.96%08/202108/20281,306 1,302 1,275 
First Lien(3)(4) - DrawnSOFR(M)5.50%10.96%08/202108/2028467 458 456 
First Lien(3)(4) - DrawnSOFR(M)5.50%10.96%08/202108/2027118 120 115 
9,258 9,195 9,037 1.04 %
NMC Crimson Holdings, Inc.
HealthcareFirst Lien(2)(3)SOFR(Q)6.09%11.64%03/202103/20287,401 7,327 7,353 
First Lien(3)(4) - DrawnSOFR(Q)6.09%11.62%03/202103/20281,535 1,530 1,525 
8,936 8,857 8,878 1.03 %
The accompanying notes are an integral part of these consolidated financial statements.
79


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Al Altius US Bidco, Inc.
Business ServicesFirst Lien(2)(3)SOFR(S)5.08%10.43%10/202312/2028$2,876 $2,862 $2,876 
First Lien(2)(3)SOFR(S)5.08%10.43%10/202312/20282,599 2,586 2,599 
First Lien(2)(3)SOFR(S)5.08%10.43%07/202312/20281,025 1,020 1,025 
First Lien(3)SOFR(S)5.08%10.43%07/202312/20281,134 1,123 1,134 
7,634 7,591 7,634 0.88 %
Brave Parent Holdings, Inc.
SoftwareFirst Lien(2)(3)SOFR(M)5.00%10.36%11/202311/20307,584 7,546 7,546 0.87 %
PetVet Care Centers, LLC
Consumer ServicesFirst Lien(2)SOFR(M)6.00%11.36%10/202311/20307,373 7,300 7,375 0.85 %
OEConnection LLC
SoftwareSecond Lien(2)(3)SOFR(M)7.00%12.46%01/190009/20277,360 7,308 7,360 0.85 %
DCA Investment Holding, LLC
HealthcareFirst Lien(2)(3)SOFR(Q)6.41%11.75%03/202104/20286,276 6,245 6,088 
First Lien(3)SOFR(Q)6.41%11.75%03/202104/2028520 516 504 
First Lien(3)SOFR(Q)6.41%11.75%03/202104/2028357 356 347 
First Lien(3)SOFR(Q)6.50%11.85%12/202204/2028243 240 236 
7,396 7,357 7,175 0.83 %
Maverick Bidco Inc.
SoftwareSecond Lien(3)SOFR(Q)6.75%12.28%04/202105/20296,800 6,786 6,693 0.77 %
Project Alpha Intermediate Holding, Inc.
SoftwareFirst Lien(2)SOFR(M)4.75%10.11%10/202310/20306,500 6,372 6,554 0.76 %
Power Grid Holdings, Inc.
Business ProductsFirst Lien(2)(3)SOFR(Q)4.75%10.14%11/202312/20306,407 6,342 6,343 
First Lien(3)(4) - DrawnSOFR(Q)4.75%10.12%11/202312/203076 75 75 
6,483 6,417 6,418 0.74 %
Trinity Air Consultants Holdings Corporation
Business ServicesFirst Lien(2)(3)SOFR(S)5.75%11.29%06/202106/2027496649344966
First Lien(3)(4) - DrawnSOFR(S)5.75%11.19%06/202106/202713141,305 1,314 
6,280 6,239 6,280 0.73 %
Coyote Buyer, LLC
Specialty Chemicals & MaterialsFirst Lien(2)SOFR(Q)6.00%11.53%03/202002/20265,319 5,308 5,319 
First Lien(2)SOFR(Q)8.00%13.54%10/202008/2026957 952 957 
6,276 6,260 6,276 0.73 %
CommerceHub, Inc.
SoftwareFirst Lien(3)SOFR(Q)6.25%11.79%06/202312/20276,053 5,704 6,054 0.70 %
CG Group Holdings, LLC
Specialty Chemicals & MaterialsFirst Lien(2)(3)SOFR(Q)*
6.75% +2.00%/PIK
14.10%07/202107/20275,462 5,423 5,224 
First Lien(3)(4) - DrawnSOFR(M)*
6.75%+2.00%/PIK
14.11%07/202107/2026608 605 581 
6,070 6,028 5,805 0.67 %
Kele Holdco, Inc.
Distribution & LogisticsFirst Lien(2)(3)SOFR(M)5.25%10.71%02/202002/20265,764 5,752 5,764 0.67 %
The accompanying notes are an integral part of these consolidated financial statements.
80


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Therapy Brands Holdings LLC
HealthcareSecond Lien(2)(3)SOFR(M)6.75%12.22%05/202105/2029$6,000 $5,971 $5,693 0.66 %
KPSKY Acquisition Inc.
Business ServicesFirst Lien(2)(3)SOFR(Q)5.25%10.73%10/202110/20284,338 4,306 4,253 
First Lien(3)SOFR(Q)5.25%10.73%06/202210/2028744 738 729 
First Lien(3)SOFR(Q)5.25%10.76%10/202110/2028497 493 487 
First Lien(3)(4) - DrawnSOFR(Q)5.75%11.23%11/202310/202812 12 12 
5,591 5,549 5,481 0.63 %
Aretec Group, Inc.
Financial ServicesFirst Lien(2)SOFR(M)4.50%9.96%10/202308/20305,449 5,286 5,454 0.63 %
Ncontracts, LLC
SoftwareFirst Lien(2)SOFR(S)6.50%11.80%12/202312/20295,442 5,374 5,374 0.62 %
Beacon Pointe Harmony, LLC
Financial ServicesFirst Lien(2)(3)SOFR(M)5.50%10.86%12/202112/20283,567 3,540 3,531 
First Lien(3)SOFR(M)5.50%10.86%12/202112/20281,399 1,391 1,385 
First Lien(3)(4) - DrawnSOFR(M)5.50%10.86%12/202112/2028113 116 112 
5,079 5,047 5,028 0.58 %
DS Admiral Bidco, LLC
SoftwareFirst Lien(3)SOFR(Q)7.00%12.35%12/202203/20284,857 4,791 4,917 0.57 %
Safety Borrower Holdings LLC
SoftwareFirst Lien(2)(3)SOFR(M)5.25%10.75%09/202109/20273,669 3,656 3,669 
First Lien(3)SOFR(M)5.25%10.75%09/202109/2027819 817 819 
First Lien(3)(4) - DrawnP(Q)4.25%12.75%09/202109/2027249 249 249 
4,737 4,722 4,737 0.55 %
USRP Holdings, Inc.
Business ServicesFirst Lien(2)(3)SOFR(S)5.75%11.18%07/202107/20273,624 3,600 3,624 
First Lien(3)SOFR(S)5.75%11.18%07/202107/2027472 469 472 
First Lien(3)(4) - DrawnSOFR(S)5.75%11.18%07/202307/2027393 406 393 
4,489 4,475 4,489 0.52 %
Community Brands ParentCo, LLC
SoftwareFirst Lien(2)(3)SOFR(M)5.50%10.96%02/202202/20284,609 4,575 4,485 0.52 %
TigerConnect, Inc.
HealthcareFirst Lien(2)(3)SOFR(Q)*
3.38% +3.38%/PIK
12.28%02/202202/20284,223 4,192 4,187 
First Lien(2)(3)(4) - DrawnSOFR(Q)*
3.38% +3.38%/PIK
12.28%02/202202/2028191 191 190 
4,414 4,383 4,377 0.51 %
Sun Acquirer Corp.
Consumer ServicesFirst Lien(2)(3)SOFR(M)5.75%11.22%09/202109/20282,564 2,548 2,521 
First Lien(3)SOFR(M)5.75%11.22%09/202109/20281,812 1,794 1,782 
First Lien(3)(4) - DrawnSOFR(M)5.75%11.22%09/202109/202773 74 71 
4,449 4,416 4,374 0.51 %
Houghton Mifflin Harcourt Company
EducationFirst Lien(2)SOFR(M)5.25%10.71%10/202304/20294,434 4,179 4,357 0.50 %
The accompanying notes are an integral part of these consolidated financial statements.
81


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Calabrio, Inc.
SoftwareFirst LienSOFR(M)7.13%12.48%04/202104/2027$3,986 $3,968 $3,946 
First Lien(4) - DrawnSOFR(M)7.13%12.48%04/202104/2027274 274 272 
4,260 4,242 4,218 0.49 %
Bluefin Holding, LLC
SoftwareFirst Lien(2)(3)SOFR(S)7.25%12.72%09/202309/20294,128 4,078 4,076 0.47 %
Greenway Health, LLC
HealthcareFirst Lien(2)SOFR(S)6.75%11.93%12/202304/20294,127 4,065 4,065 0.47 %
Appriss Health, LLC
HealthcareFirst Lien(3)SOFR(Q)6.75%12.32%05/202105/20274,022 3,997 4,022 0.46 %
YLG Holdings, Inc.
Business ServicesFirst Lien(3)SOFR(Q)5.00%10.48%10/202110/20253,727 3,713 3,727 
First Lien(3)(4) - DrawnSOFR(Q)5.50%10.99%10/202110/2025248 240 248 
3,975 3,953 3,975 0.46 %
Convey Health Solutions, Inc.
HealthcareFirst Lien(2)(3)SOFR(Q)5.25%10.70%02/202209/20264,488 4,445 3,956 0.46 %
STATS Intermediate Holdings, LLC**
Business ServicesFirst Lien(2)SOFR(Q)5.25%10.88%08/202107/20263,891 3,891 3,799 0.44 %
Radwell Parent, LLC
Distribution & LogisticsFirst Lien(3)SOFR(Q)6.75%12.10%11/202204/20293,717 3,668 3,717 
First Lien(3)(4) - DrawnSOFR(Q)6.75%12.10%11/202204/202856 56 56 
3,773 3,724 3,773 0.44 %
Healthspan Buyer, LLC
HealthcareFirst Lien(2)(3)SOFR(Q)5.75%11.10%10/202310/20303,328 3,296 3,295 0.38 %
IMO Investor Holdings, Inc.
HealthcareFirst Lien(2)(3)SOFR(Q)6.00%11.40%05/202205/20292,850 2,827 2,827 
First Lien(3)(4) - DrawnSOFR(S)6.00%11.39%05/202205/2029253 255 251 
First Lien(3)(4) - DrawnSOFR(S)6.00%11.42%05/202205/202814 15 14 
3,117 3,097 3,092 0.36 %
Quartz Holding Company
SoftwareSecond Lien(2)(3)SOFR(M)8.00%13.46%10/202004/20273,000 2,991 3,000 0.35 %
Specialtycare, Inc.
HealthcareFirst Lien(2)(3)SOFR(Q)5.75%11.41%06/202106/20282,832 2,802 2,718 
First Lien(3)(4) - DrawnSOFR(M)4.00%9.46%06/202106/202631 32 30 
First Lien(3)SOFR(Q)5.75%11.41%06/202106/202822 22 21 
2,885 2,856 2,769 0.32 %
eResearchTechnology, Inc.
HealthcareFirst Lien(2)SOFR(M)4.50%9.97%01/202102/20272,453 2,453 2,454 0.28 %
Cloudera, Inc.
SoftwareSecond LienSOFR(M)6.00%11.46%10/202210/20292,500 2,110 2,408 0.28 %
Project Power Buyer, LLC
SoftwareFirst Lien(3)SOFR(Q)7.00%12.35%01/202305/20262,309 2,284 2,309 0.27 %
The accompanying notes are an integral part of these consolidated financial statements.
82


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Next Holdco, LLC
HealthcareFirst Lien(2)(3)SOFR(M)6.00%11.37%11/202311/2030$2,288 $2,271 $2,271 0.26 %
More cowbell II LLC
Business ServicesFirst Lien(2)(3)SOFR(S)6.00%11.48%08/202309/20302,131 2,116 2,115 
First Lien(3)(4) - DrawnSOFR(Q)6.00%11.37%08/202309/202956 55 55 
2,187 2,171 2,170 0.25 %
TMK Hawk Parent, Corp.
Distribution & LogisticsFirst Lien(3)SOFR(Q)3.50%9.14%09/202208/20242,468 2,054 1,481 
First LienSOFR(M)9.50%14.98%12/202305/2024157 157 157 
2,625 2,211 1,638 0.19 %
KENG Acquisition, Inc.
Business ServicesFirst Lien(2)(3)SOFR(Q)6.25%11.60%08/202308/20291,207 1,193 1,192 
First Lien(3)(4) - DrawnSOFR(Q)6.25%11.60%08/202308/2029150 150 148 
First Lien(3)(4) - DrawnSOFR(Q)6.25%11.60%08/202308/202937 36 36 
1,394 1,379 1,376 0.16 %
AWP Group Holdings, Inc.
Business ServicesFirst Lien(2)(3)SOFR(Q)5.50%10.95%08/202312/20291,297 1,285 1,284 
First Lien(3)(4) - DrawnSOFR(Q)5.50%10.95%08/202312/202957 57 57 
First Lien(3)(4) - DrawnSOFR(Q)5.50%10.95%08/202312/202933 33 33 
1,387 1,375 1,374 0.16 %
Virtusa Corporation
Business ServicesSubordinatedFIXED(S)7.13%7.13%09/202212/20281,370 1,083 1,177 0.14 %
Total Funded Debt Investments - United States$1,332,417 $1,318,986 $1,317,902 152.35 %
Funded Debt Investments - Australia
Atlas AU Bidco Pty Ltd**
Business ServicesFirst Lien(3)SOFR(M)7.25%12.61%12/202212/2029$2,245 $2,215 $2,245 
First LienSOFR(M)6.75%12.11%12/202312/2029874 866 866 
3,119 3,081 3,111 0.36 %
Funded Debt Investments - Australia$3,119 $3,081 $3,111 0.36 %
Total Funded Debt Investments$1,335,536 $1,322,067 $1,321,013 152.71 %
Equity - United States
Pioneer Topco I, L.P.
SoftwareOrdinary Shares(3)(6)11/202110 $ $  %
Total Shares - United States   %
Total Shares   %
Total Funded Investments$1,322,067 $1,321,013 152.71 %
The accompanying notes are an integral part of these consolidated financial statements.
83


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Unfunded Debt Investments - United States
Coupa Holdings, LLC
SoftwareFirst Lien(3)(4) - Undrawn02/202308/2024$1,193 $ $12 
First Lien(3)(4) - Undrawn02/202302/2029914 (10) 
2,107 (10)12  %
PetVet Care Centers, LLC
Consumer ServicesFirst Lien(4) - Undrawn10/202311/2025962   
First Lien(4) - Undrawn10/202311/2029962 (9) 
1,924 (9)  %
Businessolver.com, Inc.
SoftwareFirst Lien(3)(4) - Undrawn12/202112/20241,886    %
Ocala Bidco, Inc.
HealthcareFirst Lien(3)(4) - Undrawn12/202105/20241,630    %
PPV Intermediate Holdings, LLC
Consumer ServicesFirst Lien(3)(4) - Undrawn09/202309/20255,964    %
YLG Holdings, Inc.
Business ServicesFirst Lien(3)(4) - Undrawn10/202112/20242,430    %
Safety Borrower Holdings LLC
SoftwareFirst Lien(3)(4) - Undrawn09/202109/202783    %
Coyote Buyer, LLC
Specialty Chemicals & MaterialsFirst Lien(4) - Undrawn03/202002/2025395    %
Wealth Enhancement Group, LLC
Financial ServicesFirst Lien(3)(4) - Undrawn05/202205/2024408   
First Lien(3)(4) - Undrawn08/202110/2027516 (1) 
924 (1)  %
Project Power Buyer, LLC
SoftwareFirst Lien(3)(4) - Undrawn01/202305/2025120 (1)  %
Kele Holdco, Inc.
Distribution & LogisticsFirst Lien(3)(4) - Undrawn02/202002/2026701 (1)  %
Appriss Health, LLC
HealthcareFirst Lien(3)(4) - Undrawn05/202105/2027271 (2)  %
Affinipay Midco, LLC
SoftwareFirst Lien(3)(4) - Undrawn07/202206/2028273 (2)  %
Bullhorn, Inc.
SoftwareFirst Lien(3)(4) - Undrawn09/202009/2026693 (2)  %
The accompanying notes are an integral part of these consolidated financial statements.
84


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
GraphPAD Software, LLC
HealthcareFirst Lien(3)(4) - Undrawn04/202104/2027$500 $(3)$  %
Trinity Air Consultants Holdings Corporation
Business ServicesFirst Lien(3)(4) - Undrawn06/202106/2024382   
First Lien(3)(4) - Undrawn06/202106/2027484 (3) 
866 (3)  %
Radwell Parent, LLC
Distribution & LogisticsFirst Lien(3)(4) - Undrawn11/202204/2028225 (3)  %
Associations, Inc.
Business ServicesFirst Lien(3)(4) - Undrawn07/202107/2027955 (5)  %
Infogain Corporation
Business ServicesFirst Lien(3)(4) - Undrawn07/202107/20261,236 (5)  %
Recorded Future, Inc.
SoftwareFirst Lien(3)(4) - Undrawn08/202007/20251,202 (5)  %
GS Acquisitionco, Inc.
SoftwareFirst Lien(3)(4) - Undrawn02/202005/20261,918 (5)  %
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)
SoftwareFirst Lien(3)(4) - Undrawn05/202205/2028844 (6)  %
Granicus, Inc.
SoftwareFirst Lien(3)(4) - Undrawn01/202101/2027955 (7)  %
Daxko Acquisition Corporation
SoftwareFirst Lien(3)(4) - Undrawn10/202104/2024364   
First Lien(3)(4) - Undrawn10/202110/2027731 (7) 
1,095 (7)  %
Relativity ODA LLC
SoftwareFirst Lien(3)(4) - Undrawn05/202105/20271,061 (7)  %
Xactly Corporation
SoftwareFirst Lien(3)(4) - Undrawn06/202007/2025551 (9)  %
PDQ.com Corporation
SoftwareFirst Lien(3)(4) - Undrawn10/202310/2025458   
First Lien(3)(4) - Undrawn09/202108/20272,458 (9) 
2,916 (9)  %
AAH Topco, LLC
Consumer ServicesFirst Lien(3)(4) - Undrawn11/202311/20253,099   
First Lien(3)(4) - Undrawn12/202112/20271,413 (9) 
4,512 (9)  %
The accompanying notes are an integral part of these consolidated financial statements.
85


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
IG Investments Holdings, LLC
Business ServicesFirst Lien(3)(4) - Undrawn09/202109/2027$1,825 $(12)$  %
Foreside Financial Group, LLC
Business ServicesFirst Lien(3)(4) - Undrawn05/202209/2027508 (5) 
First Lien(3)(4) - Undrawn05/202205/20242,124 (7) 
2,632 (12)  %
KWOR Acquisition, Inc.
Business ServicesFirst Lien(3)(4) - Undrawn12/202112/20271,644 (12)  %
Pioneer Buyer I, LLC
SoftwareFirst Lien(3)(4) - Undrawn11/202111/20272,045 (13)  %
iCIMS, Inc.
SoftwareFirst Lien(2)(3)(4) - Undrawn08/202208/20244,177   
First Lien(3)(4) - Undrawn08/202208/20281,558 (14) 
5,735 (14)  %
CoreTrust Purchasing Group LLC
Business ServicesFirst Lien(3)(4) - Undrawn09/202209/20241,339   
First Lien(3)(4) - Undrawn09/202210/20291,339 (17) 
2,678 (17)  %
Kaseya Inc.
SoftwareFirst Lien(3)(4) - Undrawn06/202206/20291,028 (8) 
First Lien(3)(4) - Undrawn06/202206/20241,288 (10) 
2,316 (18)  %
Allworth Financial Group, L.P.
First Lien(3)(4) - Undrawn12/202012/20263,507 (18)  %
Oranje Holdco, Inc.
EducationFirst Lien(3)(4) - Undrawn01/202302/20291,807 (19)  %
Avalara, Inc.
SoftwareFirst Lien(3)(4) - Undrawn10/202210/20282,001 (20)  %
USRP Holdings, Inc.
Business ServicesFirst Lien(3)(4) - Undrawn07/202107/2027288 (2) 
First Lien(3)(4) - Undrawn07/202307/20251,119 (20) 
1,407 (22)  %
OA Buyer, Inc.
HealthcareFirst Lien(3)(4) - Undrawn12/202112/20283,041 (22)  %
Pye-Barker Fire & Safety, LLC
Business ServicesFirst Lien(3)(4) - Undrawn11/202111/20262,275 (33)  %
The accompanying notes are an integral part of these consolidated financial statements.
86


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Zone Climate Services, Inc.
Business ServicesFirst Lien(3)(4) - Undrawn03/202203/2028$4,012 $(40)$  %
GC Waves Holdings, Inc.
First Lien(3)(4) - Undrawn07/202312/20244,543 (57)  %
Next Holdco, LLC
HealthcareFirst Lien(3)(4) - Undrawn11/202311/2025587   
First Lien(3)(4) - Undrawn11/202311/2029220 (2)(2)
807 (2)(2)(0.00)%
More cowbell II LLC
Business ServicesFirst Lien(3)(4) - Undrawn08/202309/2025232   
First Lien(3)(4) - Undrawn08/202309/2029246 (2)(2)
478 (2)(2)(0.00)%
Calabrio, Inc.
SoftwareFirst Lien(4) - Undrawn04/202104/2027206 (2)(2)(0.00)%
Brave Parent Holdings, Inc.
SoftwareFirst Lien(3)(4) - Undrawn11/202305/2025862   
First Lien(3)(4) - Undrawn11/202311/2030431 (2)(2)
1,293 (2)(2)(0.00)%
MRI Software LLC
SoftwareFirst Lien(3)(4) - Undrawn12/202312/20252,199   
First Lien(3)(4) - Undrawn01/202002/20271,000 (3)(3)
3,199 (3)(3)(0.00)%
DECA Dental Holdings LLC
HealthcareFirst Lien(3)(4) - Undrawn08/202108/2027180 (2)(3)(0.00)%
Sun Acquirer Corp.
Consumer ServicesFirst Lien(3)(4) - Undrawn09/202109/2027291 (3)(5)(0.00)%
Bluefin Holding, LLC
SoftwareFirst Lien(3)(4) - Undrawn09/202309/2029407 (5)(5)(0.00)%
IMO Investor Holdings, Inc.
HealthcareFirst Lien(3)(4) - Undrawn05/202205/2028330 (3)(3)
First Lien(3)(4) - Undrawn05/202205/2024433 (4)(3)
763 (7)(6)(0.00)%
TigerConnect, Inc.
HealthcareFirst Lien(2)(3)(4) - Undrawn02/202202/2024125  (1)
First Lien(3)(4) - Undrawn02/202202/2028603 (4)(5)
728 (4)(6)(0.00)%
The accompanying notes are an integral part of these consolidated financial statements.
87


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Ncontracts, LLC
SoftwareFirst Lien(4) - Undrawn12/202312/2025$502 $ $ 
First Lien(4) - Undrawn12/202312/2029502 (6)(6)
1,004 (6)(6)(0.00)%
CG Group Holdings, LLC
Specialty Chemicals & MaterialsFirst Lien(3)(4) - Undrawn07/202107/2026147 (2)(6)(0.00)%
Specialtycare, Inc.
HealthcareFirst Lien(3)(4) - Undrawn06/202106/2026192 (3)(7)(0.00)%
Beacon Pointe Harmony, LLC
Financial ServicesFirst Lien(3)(4) - Undrawn12/202112/2027376 (3)(4)
First Lien(3)(4) - Undrawn12/202109/2024348 (3)(3)
724 (6)(7)(0.00)%
Healthspan Buyer, LLC
HealthcareFirst Lien(3)(4) - Undrawn10/202310/2030799 (8)(8)(0.00)%
Enverus Holdings, Inc.
Business ServicesFirst Lien(4) - Undrawn12/202312/2025755   
First Lien(4) - Undrawn12/202312/20291,149 (9)(9)
1,904 (9)(9)(0.00)%
AWP Group Holdings, Inc.
Business ServicesFirst Lien(3)(4) - Undrawn08/202312/2029209 (2)(2)
First Lien(3)(4) - Undrawn08/202308/2025667  (7)
876 (2)(9)(0.00)%
KPSKY Acquisition Inc.
Business ServicesFirst Lien(3)(4) - Undrawn11/202311/20251,019  (10)(0.00)%
KENG Acquisition, Inc.
Business ServicesFirst Lien(3)(4) - Undrawn08/202308/2029293 (4)(4)
First Lien(3)(4) - Undrawn08/202308/2025764 (2)(10)
1,057 (6)(14)(0.00)%
Power Grid Holdings, Inc.
Business ProductsFirst Lien(3)(4) - Undrawn11/202312/20301,435 (14)(14)(0.00)%
FS WhiteWater Borrower, LLC
Consumer ServicesFirst Lien(3)(4) - Undrawn07/202207/2024417  (3)
First Lien(3)(4) - Undrawn12/202112/2027943 (9)(15)
1,360 (9)(18)(0.00)%
DOCS, MSO, LLC
HealthcareFirst Lien(3)(4) - Undrawn06/202206/20281,078  (19)(0.00)%
Diligent Corporation
SoftwareFirst Lien(3)(4) - Undrawn08/202008/20251,090 (14)(21)(0.00)%
The accompanying notes are an integral part of these consolidated financial statements.
88


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Community Brands ParentCo, LLC
SoftwareFirst Lien(3)(4) - Undrawn02/202202/2028$276 $(2)$(7)
First Lien(3)(4) - Undrawn02/202202/2024552  (15)
828 (2)(22)(0.00)%
OB Hospitalist Group, Inc.
HealthcareFirst Lien(3)(4) - Undrawn09/202109/2027910 (9)(23)(0.00)%
Fortis Solutions Group, LLC
PackagingFirst Lien(3)(4) - Undrawn10/202110/20271,636 (16)(10)
First Lien(3)(4) - Undrawn06/202206/20242,670  (17)
4,306 (16)(27)(0.00)%
ACI Group Holdings, Inc.
HealthcareFirst Lien(3)(4) - Undrawn08/202108/2027669 (7)(16)
First Lien(3)(4) - Undrawn08/202108/2024973  (23)
1,642 (7)(39)(0.00)%
Notorious Topco, LLC
Consumer ProductsFirst Lien(3)(4) - Undrawn11/202105/20271,721 (13)(127)(0.01)%
Project Essential Bidco, Inc.
SoftwareFirst Lien(3)(4) - Undrawn04/202104/20272,241 (11)(168)(0.02)%
Total Unfunded Debt Investments - United States$112,390 $(609)$(578)(0.07)%
Unfunded Debt Investments - Australia
Atlas AU Bidco Pty Ltd**
Business ServicesFirst Lien(3)(4) - Undrawn12/202212/2028$208 $(3)$  %
Total Unfunded Debt Investments - Australia$208 $(3)$  %
Total Unfunded Debt Investments $112,598 $(612)$(578)(0.07)%
Total Non-Controlled/Non-Affiliated Investments$1,321,455 $1,320,435 152.64 %
Total Investments$1,321,455 $1,320,435 152.64 %
(1)NMF SLF I, Inc. (the "Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.
(2)Investment is pledged as collateral for the Wells Credit Facility, a revolving credit facility among the Investment Adviser as collateral manager, NMF SLF I SPV, L.L.C. ("SLF I SPV") as the borrower, the Company as equityholder and seller, Wells Fargo Bank, National Association as the administrative agent, and collateral custodian and each of the lenders from time to time thereto. See Note 6. Borrowings, for details.
(3)The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4. Fair Value, for details.
(4)Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.
(5)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the Prime Rate (P), the Secured Overnight Financing Rate (SOFR) and the alternative base rate (Base) and which resets monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment the current interest rate provided reflects the rate in effect as of December 31, 2023.
The accompanying notes are an integral part of these consolidated financial statements.
89


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023

(in thousands, except shares)
(6)The Company holds investments in Pioneer Topco I, L.P. and a wholly-owned subsidiary of Pioneer Topco I, L.P. The Company holds a first lien term loan and a first lien revolver in Pioneer Buyer I, LLC, and common equity in Pioneer Topco I, L.P.
*    All or a portion of interest contains payment-in kind ("PIK") interest.
**    Indicates assets that the Company deems to be "non-qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.0% of the Company's total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2023, 2.18% of the Company's total assets are represented by investments at fair value that are considered non-qualifying assets.
The accompanying notes are an integral part of these consolidated financial statements.
90


NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands)
 December 31, 2023
Investment TypePercent of Total
Investments at Fair Value
First lien95.45 %
Second lien4.46 %
Subordinated0.09 %
Equity and other %(1)
Total investments100.00 %
(1)As of December 31, 2023, equity and other investments made up less than 0.01% of total investments.


 December 31, 2023
Industry TypePercent of Total
Investments at Fair Value
Software40.53 %
Business Services22.92 %
Healthcare15.52 %
Financial Services7.46 %
Consumer Services3.91 %
Education2.61 %
Distribution & Logistics1.66 %
Consumer Products1.59 %
Packaging1.31 %
Food & Beverage1.09 %
Specialty Chemicals & Materials0.91 %
Business Products0.49 %
Total investments100.00 %

 December 31, 2023
Interest Rate TypePercent of Total
Investments at Fair Value
Floating rates99.91 %
Fixed rates0.09 %
Total investments100.00 %
The accompanying notes are an integral part of these consolidated financial statements.
91

NMF SLF I, Inc.
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - United States
Wealth Enhancement Group, LLC (fka TA/WEG Holdings, LLC)
Financial ServicesFirst lien (3)SOFR(S)6.00%9.41%12/202010/2027$18,491 $18,390 $18,373 
First lien (3)SOFR(S)6.00%10.46%06/202110/20274,960 4,941 4,928 
First lien (3)SOFR(S)6.00%10.00%08/202110/20275,894 5,882 5,857 
First lien (3)(4) - DrawnSOFR(S)6.00%10.41%05/202210/20271,275 1,272 1,267 
30,620 30,485 30,425 4.01 %
Higginbotham Insurance Agency, Inc.
Business ServicesFirst lien (2)(3)L(M)5.25%9.63%11/202011/202623,667 23,543 23,388 
First lien (3)L(M)5.25%9.63%11/202011/20266,682 6,642 6,603 
30,349 30,185 29,991 3.96 %
GS Acquisitionco, Inc.
SoftwareFirst lien (2)(3)SOFR(Q)5.75%9.92%02/202005/202624,354 24,265 24,137 
First lien (3)SOFR(Q)5.75%9.92%02/202005/20265,761 5,737 5,710 
30,115 30,002 29,847 3.94 %
Pye-Barker Fire & Safety, LLC
Business ServicesFirst lien (3)L(Q)5.50%10.23%10/202011/202719,634 19,416 19,074 
First lien (3)L(Q)5.50%10.23%11/202111/202710,450 10,358 10,152 
First lien (3)(4) - DrawnL(Q)5.50%10.23%11/202111/2024449 448 437 
30,533 30,222 29,663 3.91 %
Zone Climate Services, Inc.
Business ServicesFirst lien (2)(3)SOFR(S)4.75%8.62%03/202203/202827,963 27,709 27,516 
First lien (3)(4) - DrawnSOFR(M)4.75%9.47%03/202203/20281,795 1,784 1,767 
29,758 29,493 29,283 3.86 %
Associations, Inc.
Business ServicesFirst lien (2)(3)SOFR(Q)*
4.00% + 2.50%/PIK
10.36%07/202107/202714,921 14,868 14,921 
First lien (3)SOFR(Q)*
4.00% + 2.50%/PIK
11.28%07/202107/20273,671 3,657 3,671 
First lien (3)SOFR(Q)*
4.00% + 2.50%/PIK
11.26%07/202107/20273,671 3,657 3,671 
First lien (3)SOFR(Q)*
4.00% + 2.50%/PIK
10.97%07/202107/20272,217 2,209 2,217 
First lien (3)SOFR(Q)*
4.00% + 2.50%/PIK
10.48%07/202107/20271,764 1,757 1,764 
26,244 26,148 26,244 3.46 %
The accompanying notes are an integral part of these consolidated financial statements.
92

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Diligent Corporation
SoftwareFirst lien (2)(3)L(M)6.25%10.63%08/202008/2025$14,748 $14,644 $14,748 
First lien (2)(3)L(M)5.75%10.13%03/202108/20255,582 5,564 5,514 
First lien (2)(3)L(M)5.75%10.13%03/202108/20253,113 3,103 3,076 
First lien (3)L(M)6.25%10.63%08/202008/20251,234 1,225 1,219 
First lien (3)L(M)6.25%10.63%08/202008/2025778 772 778 
First lien (3)(4) - DrawnL(M)6.25%10.63%08/202008/2025711 720 711 
26,166 26,028 26,046 3.44 %
Apptio, Inc.
SoftwareFirst lien (3)L(Q)6.00%9.94%04/202001/202525,000 24,337 25,000 3.30 %
OA Buyer, Inc.
HealthcareFirst lien (2)(3)L(M)5.75%10.13%12/202112/202823,639 23,430 23,447 
First lien (2)(3)L(M)5.75%10.13%05/202212/20281,496 1,483 1,484 
25,135 24,913 24,931 3.29 %
iCIMS, Inc.
SoftwareFirst lien (2)(3)SOFR(Q)*
3.38% +3.88%/PIK
11.52%08/202208/202819,638 19,474 19,467 
First lien (3)SOFR(Q)7.25%11.52%10/202208/20285,126 5,082 5,087 
24,764 24,556 24,554 3.24 %
Diamondback Acquisition, Inc.
SoftwareFirst lien (2)(3)L(M)5.50%9.88%09/202109/202825,075 24,863 24,498 3.23 %
IG Investments Holdings, LLC
Business ServicesFirst lien (2)(3)L(M)6.00%10.38%09/202109/202823,141 22,944 22,822 
First lien (3)(4) - DrawnL(M)6.00%10.39%09/202109/2027730 726 720 
23,871 23,670 23,542 3.10 %
Allworth Financial Group, L.P.
Financial ServicesFirst lien (2)(3)SOFR(M)4.75%9.17%12/202012/202617,749 17,620 17,260 
First lien (3)SOFR(M)4.75%9.17%12/202012/20265,372 5,331 5,224 
First lien (3)(4) - DrawnSOFR(M)4.75%9.17%01/202212/2026637 631 619 
23,758 23,582 23,103 3.04 %
Syndigo LLC
SoftwareFirst lien (2)(3)L(M)4.50%8.84%12/202012/202719,650 19,539 19,119 
Second Lien (3)L(S)8.00%13.21%12/202012/20284,000 3,981 3,745 
23,650 23,520 22,864 3.01 %
Notorious Topco, LLC
Consumer ProductsFirst lien (2)(3)SOFR(Q)6.75%10.99%11/202111/202721,053 20,919 20,700 
First lien (3)(4) - DrawnSOFR(Q)6.75%10.99%11/202111/20271,835 1,815 1,804 
First lien (3)(4) - DrawnSOFR(Q)6.75%10.99%11/202105/2027307 308 302 
23,195 23,042 22,806 3.00 %
Anaplan, Inc.
SoftwareFirst lien (2)(3)SOFR(M)6.50%10.82%06/202206/202922,941 22,725 22,712 2.99 %
PDQ.com Corporation
SoftwareFirst lien (3)SOFR(Q)4.75%9.43%09/202108/202713,360 13,306 13,046 
First lien (3)SOFR(Q)4.75%9.43%09/202108/20279,152 9,115 8,937 
22,512 22,421 21,983 2.90 %
The accompanying notes are an integral part of these consolidated financial statements.
93

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
CCBlue Bidco, Inc.
HealthcareFirst lien (2)(3)L(Q)*
3.50% + 2.75%/PIK
10.98%12/202112/2028$20,979 $20,800 $20,559 
First lien (3)(4) - DrawnL(Q)*
3.50% + 2.75%/PIK
10.98%12/202112/20281,090 1,081 1,069 
22,069 21,881 21,628 2.85 %
KWOR Acquisition, Inc.
Business ServicesFirst lien (2)(3)L(M)5.25%9.64%12/202112/202820,712 20,576 20,514 2.70 %
Eisner Advisory Group LLC
Financial ServicesFirst lien (2)(3)SOFR(M)5.25%9.69%08/202107/202819,654 19,542 18,780 
First lien (3)SOFR(M)5.25%9.69%08/202107/20281,662 1,655 1,589 
21,316 21,197 20,369 2.68 %
Avalara, Inc.
SoftwareFirst lien (3)SOFR(Q)7.25%11.83%10/202210/202820,012 19,768 19,840 2.61 %
Recorded Future, Inc.
SoftwareFirst lien (2)(3)L(Q)5.25%9.98%12/202107/20257,425 7,398 7,363 
First lien (2)(3)L(Q)5.25%9.98%08/202007/20255,758 5,726 5,710 
First lien (3)L(Q)5.25%9.98%08/202007/20254,104 4,064 4,070 
First lien (2)(3)L(Q)5.25%9.98%01/202207/20252,492 2,478 2,471 
19,779 19,666 19,614 2.58 %
Thermostat Purchaser III, Inc.
Business ServicesFirst lien (2)(3)L(Q)4.50%9.23%08/202108/202818,856 18,816 18,216 
First lien (3)L(Q)4.50%9.23%08/202108/20281,297 1,292 1,253 
20,153 20,108 19,469 2.56 %
DECA Dental Holdings LLC
HealthcareFirst lien (2)(3)L(Q)5.75%10.48%08/202108/202816,862 16,720 16,138 
First lien (3)(4) - DrawnL(Q)5.75%10.48%08/202108/20281,775 1,760 1,699 
First lien (3)(4) - DrawnL(Q)5.75%10.48%08/202108/20271,168 1,160 1,118 
19,805 19,640 18,955 2.50 %
Auctane Inc. (fka Stamps.com Inc.)
SoftwareFirst lien (2)(3)L(M)5.75%10.13%10/202110/202811,633 11,533 11,435 
First lien (2)(3)L(M)5.75%10.13%12/202110/20287,311 7,247 7,187 
18,944 18,780 18,622 2.45 %
AAH Topco, LLC
Consumer ServicesFirst lien (2)(3)L(M)5.50%9.89%12/202112/202711,755 11,655 11,609 
First lien (3)(4) - DrawnL(M)5.50%9.82%12/202112/20276,322 6,269 6,243 
18,077 17,924 17,852 2.35 %
The accompanying notes are an integral part of these consolidated financial statements.
94

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Fortis Solutions Group, LLC
PackagingFirst lien (2)(3)L(Q)5.50%10.23%10/202110/2028$12,278 $12,172 $11,990 
First lien (3)L(Q)5.50%10.23%10/202110/20284,943 4,902 4,828 
First lien (3)(4) - DrawnL(S)5.00%10.83%10/202110/2027230 231 224 
17,451 17,305 17,042 2.25 %
GraphPAD Software, LLC
HealthcareFirst lien (2)(3)L(Q)5.50%10.23%12/202104/20279,198 9,160 9,035 
First lien (2)(3)L(Q)5.50%10.23%04/202104/20276,895 6,869 6,773 
First lien (2)(3)L(Q)5.50%10.23%10/202104/20271,060 1,056 1,041 
17,153 17,085 16,849 2.22 %
Project Essential Bidco, Inc.
SoftwareFirst lien (2)(3)L(Q)5.75%9.99%04/202104/202817,208 17,088 16,678 2.20 %
Granicus, Inc.
SoftwareFirst lien (2)(3)L(M)*
5.50% + 1.50%/PIK
11.14%01/202101/202710,641 10,583 10,640 
First lien (3)L(M)*
5.50% + 1.50%/PIK
11.14%01/202101/20272,980 2,963 2,980 
First lien (3)L(M)6.00%10.14%04/202101/20272,290 2,272 2,290 
First lien (3)(4) - DrawnL(M)6.50%10.69%01/202101/2027405 405 405 
16,316 16,223 16,315 2.15 %
Foreside Financial Group, LLC
Business ServicesFirst lien (2)(3)L(M)5.50%9.88%05/202209/202714,902 14,767 14,753 
First lien (3)L(M)5.50%9.88%05/202209/2027966 957 956 
15,868 15,724 15,709 2.07 %
Ocala Bidco, Inc.
HealthcareFirst lien (2)(3)L(Q)*
3.50% + 2.75%/PIK
10.95%12/202111/202815,635 15,466 15,455 2.04 %
MRI Software LLC
SoftwareFirst lien (2)(3)L(Q)5.50%10.23%01/202002/202610,917 10,885 10,669 
First lien (2)(3)L(Q)5.50%10.23%03/202102/20263,096 3,091 3,026 
First lien (3)L(Q)5.50%10.23%03/202102/20261,370 1,367 1,338 
First lien (3)L(Q)5.50%10.23%01/202002/2026315 314 308 
15,698 15,657 15,341 2.02 %
FS WhiteWater Borrower, LLC
Consumer ServicesFirst lien (2)(3)L(Q)5.75%10.48%12/202112/20279,030 8,953 8,783 
First lien (3)L(Q)5.75%10.48%12/202112/20273,012 2,986 2,930 
First lien (3)L(Q)5.75%10.48%12/202112/20273,031 3,005 2,948 
First lien (3)(4) - DrawnL(Q)5.75%10.50%12/202112/2027426 423 414 
First lien (3)(4) - DrawnL(Q)6.00%10.54%07/202212/2027200 198 198 
15,699 15,565 15,273 2.01 %
Foundational Education Group, Inc.
EducationFirst lien (2)(3)SOFR(Q)3.75%8.59%08/202108/20289,380 9,341 8,816 
Second Lien (2)(3)SOFR(Q)6.50%11.34%08/202108/20296,488 6,460 6,001 
15,868 15,801 14,817 1.95 %
The accompanying notes are an integral part of these consolidated financial statements.
95

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Kaseya Inc.
SoftwareFirst lien (2)(3)SOFR(Q)5.75%10.33%06/202206/2029$14,662 $14,559 $14,448 1.90 %
Pioneer Topco I, L.P.(6)
Pioneer Buyer I, LLC
SoftwareFirst lien (3)L(Q)*
7.00%/PIK
11.73%11/202111/202812,457 12,359 12,295 
First lien (3)L(Q)*
7.00%/PIK
11.73%03/202211/20281,707 1,693 1,685 
14,164 14,052 13,980 1.84 %
RealPage, Inc.
SoftwareSecond LienL(M)6.50%10.88%02/202104/202913,612 13,526 13,153 1.73 %
Businessolver.com, Inc.
SoftwareFirst lien (2)(3)L(S)5.50%9.67%12/202112/202712,454 12,401 12,280 
First lien (3)(4) - DrawnL(S)5.50%9.88%12/202112/2027289 288 285 
12,743 12,689 12,565 1.66 %
Relativity ODA LLC
SoftwareFirst lien (3)L(M)*
7.50%/PIK
11.89%05/202105/202712,146 12,044 12,146 1.60 %
CentralSquare Technologies, LLC
SoftwareFirst lien (2)L(Q)3.75%8.48%04/202008/202513,373 12,092 11,597 1.53 %
OB Hospitalist Group, Inc.
HealthcareFirst lien (2)(3)L(Q)5.50%10.23%09/202109/202711,364 11,270 11,006 
First lien (3)(4) - DrawnL(Q)5.50%10.17%09/202109/2027515 512 498 
11,879 11,782 11,504 1.52 %
CFS Management, LLC
HealthcareFirst lien (2)(3)SOFR(Q)*
6.25% + 0.75%/PIK
11.84%09/202107/20248,796 8,766 8,214 
First lien (3)SOFR(Q)*
6.25% + 0.75%/PIK
11.84%09/202107/20243,350 3,339 3,128 
12,146 12,105 11,342 1.49 %
DOCS, MSO, LLC
HealthcareFirst lien (2)(3)SOFR(S)5.75%10.54%06/202206/202811,564 11,564 11,248 1.48 %
Bullhorn, Inc.
SoftwareFirst lien (2)(3)L(Q)5.75%10.48%09/202009/20269,654 9,607 9,654 
First lien (3)L(Q)5.75%10.48%09/202009/20261,231 1,229 1,231 
First lien (3)(4) - DrawnL(Q)5.75%10.48%09/202009/2026319 318 319 
11,204 11,154 11,204 1.48 %
Daxko Acquisition Corporation
SoftwareFirst lien (2)(3)L(M)5.50%9.88%10/202110/202810,440 10,351 10,148 
First lien (3)L(M)5.50%9.88%10/202110/2028880 872 855 
First lien (3)(4) - DrawnP(Q)4.50%12.00%10/202110/202726 27 25 
11,346 11,250 11,028 1.45 %
Snap One Holdings Corp.**
Distribution & LogisticsFirst lien (2)L(M)4.50%8.88%11/202112/202811,094 11,046 10,206 1.34 %
Bottomline Technologies, Inc.
SoftwareFirst lien (2)(3)SOFR(M)5.50%9.82%05/202205/202910,102 10,008 10,002 1.32 %
The accompanying notes are an integral part of these consolidated financial statements.
96

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Xactly Corporation
SoftwareFirst lien (3)L(Q)7.25%11.99%06/202007/2023$9,449 $9,351 $9,449 
First lien (3)(4) - DrawnL(M)7.25%11.70%06/202007/2023551 545 551 
10,000 9,896 10,000 1.32 %
LSCS Holdings, Inc.
HealthcareFirst lien (2)L(M)4.50%8.88%11/202112/202810,355 10,332 9,902 1.30 %
IG Intermediateco LLC
Infogain Corporation
Business ServicesFirst lien (2)(3)SOFR(M)5.75%10.17%07/202107/20286,101 6,063 5,987 
First lien (2)(3)SOFR(M)5.75%10.17%07/202207/20283,585 3,551 3,518 
First lien (3)(4) - DrawnSOFR(M)5.75%10.17%07/202107/2026345 345 338 
Subordinated (3)SOFR(Q)8.25%12.93%07/202207/20291 1 1 
10,032 9,960 9,844 1.30 %
GC Waves Holdings, Inc.
Financial ServicesFirst lien (2)(3)L(M)5.50%9.88%08/202108/20267,194 7,140 7,107 
First lien (3)(4) - DrawnL(M)5.50%9.88%04/202208/20262,468 2,447 2,438 
9,662 9,587 9,545 1.26 %
TRC Companies L.L.C. (fka Energize Holdco LLC)
Business ServicesSecond Lien (2)(3)L(M)6.75%11.13%11/202112/202910,000 9,955 9,419 1.24 %
RXB Holdings, Inc.
HealthcareFirst lien (2)(3)L(M)4.50%8.72%07/202112/20279,850 9,830 9,358 1.23 %
CoreTrust Purchasing Group LLC
Business ServicesFirst lien (3)SOFR(Q)6.75%10.84%09/202210/20299,196 9,062 9,058 1.19 %
ACI Group Holdings, Inc.
HealthcareFirst lien (2)(3)L(M)*
4.50% + 1.25%/PIK
10.13%08/202108/20287,385 7,325 7,137 
First lien (3)(4) - DrawnL(M)
4.50% + 1.25%/PIK
10.13%08/202108/2028950 942 918 
First lien (3)(4) - DrawnL(M)5.50%9.88%08/202108/202787 88 84 
8,422 8,355 8,139 1.07 %
NMC Crimson Holdings, Inc.
HealthcareFirst lien (2)(3)L(Q)6.00%9.74%03/202103/20287,401 7,313 7,350 
First lien (3)(4) - DrawnL(M)6.00%10.39%03/202103/2028501 495 497 
7,902 7,808 7,847 1.03 %
DCA Investment Holding, LLC
HealthcareFirst lien (2)(3)SOFR(Q)6.41%10.39%03/202104/20286,347 6,309 6,224 
First lien (3)SOFR(M)6.41%10.73%03/202104/20281,057 1,052 1,036 
First lien (3)(4) - DrawnSOFR(S)6.41%10.14%03/202104/2028453 449 444 
7,857 7,810 7,704 1.01 %
OEConnection LLC
SoftwareSecond Lien (2)(3)SOFR(M)7.00%11.42%12/202109/20277,360 7,297 7,134 0.94 %
Maverick Bidco Inc.
SoftwareSecond Lien (3)L(Q)6.75%11.16%04/202105/20296,800 6,783 6,548 0.86 %
The accompanying notes are an integral part of these consolidated financial statements.
97

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Coyote Buyer, LLC
Specialty Chemicals & MaterialsFirst lien (2)(3)L(Q)6.00%10.41%03/202002/2026$5,374 $5,359 $5,374 
First lien (2)(3)L(Q)8.00%12.73%10/202008/2026967 960 967 
6,341 6,319 6,341 0.84 %
Beacon Pointe Harmony, LLC
Financial ServicesFirst lien (2)(3)SOFR(M)5.25%9.38%12/202112/20285,173 5,127 5,028 
First lien (3)(4) - DrawnSOFR(Q)5.25%9.44%12/202112/20281,251 1,240 1,216 
6,424 6,367 6,244 0.82 %
Kele Holdco, Inc.
Distribution & LogisticsFirst lien (2)(3)L(M)5.25%9.42%02/202002/20266,150 6,132 6,150 0.81 %
Trinity Air Consultants Holdings Corporation
Business ServicesFirst lien (2)(3)L(S)5.25%10.18%06/202106/20274,966 4,926 4,926 
First lien (3)(4) - DrawnL(S)5.25%9.40%06/202106/2027933 925 925 
5,899 5,851 5,851 0.77 %
Therapy Brands Holdings LLC
SoftwareSecond Lien (2)(3)L(M)6.75%11.10%05/202105/20296,000 5,967 5,784 0.76 %
CG Group Holdings, LLC
Specialty Chemicals & MaterialsFirst lien (2)(3)L(Q)*
5.25% + 2.00%/PIK
11.98%07/202107/20275,406 5,359 4,817 
First lien (3)(4) - DrawnL(M)*
5.25% + 2.00%/PIK
11.63%07/202107/2026596 591 531 
6,002 5,950 5,348 0.70 %
DS Admiral Bidco, LLC
SoftwareFirst lienSOFR(M)7.00%11.51%12/202212/20294,906 4,832 4,832 0.64 %
KPSKY Acquisition Inc.
Business ServicesFirst lien (2)(3)L(M)5.50%9.89%10/202110/20284,382 4,345 4,190 
First lien (3)P(Q)4.50%12.00%10/202110/2028504 500 482 
First lien (3)(4) - DrawnP(Q)4.50%12.00%06/202210/202893 92 89 
4,979 4,937 4,761 0.63 %
Community Brands ParentCo, LLC
SoftwareFirst lien (2)(3)SOFR(M)5.75%10.17%02/202202/20284,656 4,615 4,503 0.59 %
Safety Borrower Holdings LLC
SoftwareFirst lien (2)(3)L(S)5.25%10.41%09/202109/20273,706 3,691 3,645 
First lien (3)L(S)5.25%10.41%09/202109/2027828 824 814 
4,534 4,515 4,459 0.59 %
Convey Health Solutions, Inc.**
HealthcareFirst lien (2)(3)SOFR(Q)5.25%9.93%02/202209/20264,533 4,477 4,398 0.58 %
eResearchTechnology, Inc.
HealthcareFirst lien (2)L(M)4.50%8.88%01/202102/20274,912 4,912 4,363 0.57 %
The accompanying notes are an integral part of these consolidated financial statements.
98

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Sun Acquirer Corp.
Consumer ServicesFirst lien (2)(3)L(M)5.75%10.13%09/202109/2028$2,590 $2,571 $2,547 
First lien (3)(4) - DrawnL(M)5.75%10.13%09/202109/20281,814 1,794 1,784 
4,404 4,365 4,331 0.57 %
Calabrio, Inc.
SoftwareFirst lien (3)L(Q)7.00%11.73%04/202104/20273,986 3,963 3,986 
First lien (3)(4) - DrawnL(Q)7.00%11.75%04/202104/2027274 273 274 
4,260 4,236 4,260 0.56 %
TigerConnect, Inc.
HealthcareFirst lien (2)(3)SOFR(Q)*
3.63% + 3.63%/PIK
11.49%02/202202/20284,223 4,185 4,121 
First lien (2)(3)(4) - DrawnSOFR(Q)*
3.63% + 3.63%/PIK
11.49%02/202202/202839 39 38 
4,262 4,224 4,159 0.55 %
Appriss Health, LLC
HealthcareFirst lien (3)L(M)7.25%11.54%05/202105/20274,052 4,021 4,052 0.53 %
Affinipay Midco, LLC
SoftwareFirst lien (2)(3)SOFR(S)5.75%10.64%07/202206/20284,086 4,048 4,046 0.53 %
USRP Holdings, Inc.
Business ServicesFirst lien (2)(3)L(Q)5.50%10.23%07/202107/20273,652 3,623 3,533 
First lien (3)L(Q)5.50%10.23%07/202107/2027475 472 460 
4,127 4,095 3,993 0.53 %
Radwell Parent, LLC
Distribution & LogisticsFirst lien (3)SOFR(Q)6.75%11.33%11/202204/20293,755 3,699 3,699 0.49 %
STATS Intermediate Holdings, LLC**
Business ServicesFirst lien (2)L(Q)5.25%9.90%08/202107/20263,932 3,932 3,632 0.48 %
Quartz Holding Company
SoftwareSecond Lien (2)(3)L(M)8.00%12.38%10/202004/20273,000 2,989 2,941 0.39 %
IMO Investor Holdings, Inc.
HealthcareFirst lien (2)(3)SOFR(S)6.00%10.62%05/202205/20292,879 2,853 2,850 
First lien (3)(4) - DrawnSOFR(S)6.00%10.61%05/202205/202865 65 65 
2,944 2,918 2,915 0.38 %
Barracuda Parent, LLC
SoftwareFirst lien (2)SOFR(Q)4.50%8.59%05/202208/20293,000 2,957 2,893 0.38 %
Geo Parent Corporation
Business ServicesFirst lien (2)(3)SOFR(Q)5.25%9.44%05/202012/20252,917 2,849 2,845 0.37 %
SpecialtyCare, Inc.
HealthcareFirst lien (2)(3)L(Q)5.75%9.49%06/202106/20282,861 2,825 2,740 
First lien (3)(4) - DrawnL(M)4.00%8.29%06/202106/202685 85 81 
First lien (3)(4) - DrawnL(Q)5.75%9.76%06/202106/202822 22 21 
2,968 2,932 2,842 0.37 %
Bluefin Holding, LLC
SoftwareSecond Lien (2)(3)L(Q)7.75%12.48%06/202009/20272,500 2,403 2,408 0.32 %
The accompanying notes are an integral part of these consolidated financial statements.
99

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Spring Education Group, Inc.
EducationFirst lien (2)L(Q)4.00%8.73%03/202007/2025$2,429 $2,046 $2,380 0.31 %
Cloudera, Inc.
SoftwareSecond lienL(M)6.00%10.38%10/202210/20292,500 2,069 2,097 0.28 %
TMK Hawk Parent, Corp.
Distribution & LogisticsFirst lien (3)L(Q)3.50%8.26%09/202208/20242,487 1,566 1,617 0.21 %
YLG Holdings, Inc.
Business ServicesFirst lien (3)(4) - DrawnL(S)5.00%9.90%10/202110/20251,531 1,517 1,491 0.20 %
Vectra Co.
Business ProductsFirst lien (2)L(M)3.25%7.63%03/202003/20251,366 1,248 1,087 0.14 %
Virtusa Corporation
SoftwareSubordinatedFixed(S)7.13%7.13%09/202212/20281,370 1,044 1,046 0.14 %
Total Funded Debt Investments - United States$1,166,146 $1,154,224 $1,138,523 149.99 %
Funded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information TechnologyFirst lien (2)(3)L(M)6.00%10.29%10/202109/2028$23,010 $22,813 $22,639 2.98 %
Total Funded Debt Investments - Netherlands$23,010 $22,813 $22,639 2.98 %
Funded Debt Investments - United Kingdom
Trident Bidco Limited **
Business ServicesFirst lien (2)(3)SOFR(Q)5.25%9.07%06/202206/2029$10,668 $10,569 $10,437 
First lien (2)(3)SOFR(Q)5.25%9.07%09/202206/20291,906 1,889 1,866 
12,574 12,458 12,303 1.63 %
Total Funded Debt Investments - United Kingdom$12,574 $12,458 $12,303 1.63 %
Funded Debt Investments - Australia
Atlas AU Bidco Pty Ltd **
Business ServicesFirst lienSOFR(M)7.25%11.48%12/202212/2029$2,245 $2,211 $2,211 0.29 %
Funded Debt Investments - Australia$2,245 $2,211 $2,211 0.29 %
Total Funded Debt Investments$1,203,975 $1,191,706 $1,175,676 154.89 %
Equity - United States
Pioneer Topco I, L.P.(6)
SoftwareOrdinary Shares(3)(6)11/202110 $ $  %
Total Shares - United States$ $  %
Total Shares   %
Total Funded Investments$1,191,706 $1,175,676 154.89 %
Unfunded Debt Investments - United States
Associations, Inc.
Business ServicesFirst lien (3)(4) - Undrawn07/202107/2027$1,476 $(6)$  %
The accompanying notes are an integral part of these consolidated financial statements.
100

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Coyote Buyer, LLC
Specialty Chemicals & MaterialsFirst lien (3)(4) - Undrawn03/202002/2025$395 $(1)$  %
Appriss Health, LLC
HealthcareFirst lien (3)(4) - Undrawn05/202105/2027271 (2)  %
Bullhorn, Inc.
SoftwareFirst lien (3)(4) - Undrawn09/202009/2026374 (3)  %
Calabrio, Inc.
SoftwareFirst lien (3)(4) - Undrawn04/202104/2027206 (2)  %
Diligent Corporation
SoftwareFirst lien (3)(4) - Undrawn08/202008/20251,658 (21)  %
Relativity ODA LLC
SoftwareFirst lien (3)(4) - Undrawn05/202105/20271,061 (10)  %
Granicus, Inc.
First lien (3)(4) - Undrawn01/202101/2027802 (6)  %
Kele Holdco, Inc.
Distribution & LogisticsFirst lien (3)(4) - Undrawn02/202002/2026701 (2)  %
GC Waves Holdings, Inc.
Financial ServicesFirst lien (3)(4) - Undrawn04/202204/2024113  (1)(0.00)%
Radwell Parent, LLC
Distribution & LogisticsFirst lien (3)(4) - Undrawn11/202204/2028282 (4)(2)(0.00)%
Safety Borrower Holdings LLC
SoftwareFirst lien (3)(4) - Undrawn09/202109/2027333 (1)(5)(0.00)%
Bottomline Technologies, Inc.
SoftwareFirst lien (3)(4) - Undrawn05/202205/2028844 (8)(8)(0.00)%
Sun Acquirer Corp.
Consumer ServicesFirst lien (3)(4) - Undrawn09/202109/2027363 (3)(6)
First lien (3)(4) - Undrawn09/202109/202398  (2)
461 (3)(8)(0.00)%
Affinipay Midco, LLC
SoftwareFirst lien (3)(4) - Undrawn07/202206/2028273 (2)(3)
First lien (3)(4) - Undrawn07/202206/2024574  (6)
847 (2)(9)(0.00)%
USRP Holdings, Inc.
Business ServicesFirst lien (3)(4) - Undrawn07/202107/2027288 (2)(9)(0.00)%
IMO Investor Holdings, Inc.
HealthcareFirst lien (3)(4) - Undrawn05/202205/2028278 (3)(3)
First lien (3)(4) - Undrawn05/202205/2024687  (7)
965 (3)(10)(0.00)%
The accompanying notes are an integral part of these consolidated financial statements.
101

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Recorded Future, Inc.
SoftwareFirst lien (3)(4) - Undrawn08/202007/2025$1,202 $(8)$(10)(0.00)%
Trinity Air Consultants Holdings Corporation
Business ServicesFirst lien (3)(4) - Undrawn06/202106/2027484 (4)(4)
First lien (3)(4) - Undrawn06/202106/2023763  (6)
1,247 (4)(10)(0.00)%
Wealth Enhancement Group, LLC (fka TA/WEG Holdings, LLC)
Financial ServicesFirst lien (3)(4) - Undrawn05/202205/20241,420  (9)
First lien (3)(4) - Undrawn08/202110/2027516 (1)(3)
1,936 (1)(12)(0.00)%
IG Investments Holdings, LLC
Business ServicesFirst lien (3)(4) - Undrawn09/202109/20271,095 (11)(15)(0.00)%
Pye-Barker Fire & Safety, LLC
Business ServicesFirst lien (3)(4) - Undrawn11/202111/2024514 (5)(15)(0.00)%
DCA Investment Holding, LLC
HealthcareFirst lien (3)(4) - Undrawn03/202103/202372  (1)
First lien (4) - Undrawn12/202212/2024938  (14)
1,010  (15)(0.00)%
CG Group Holdings, LLC
Specialty Chemicals & MaterialsFirst lien (3)(4) - Undrawn07/202107/2026147 (2)(16)(0.00)%
iCIMS, Inc.
SoftwareFirst lien (2)(3)(4) - Undrawn08/202208/20245,216   
First lien (3)(4) - Undrawn08/202208/20281,870 (15)(16)
7,086 (15)(16)(0.00)%
SpecialtyCare, Inc.
HealthcareFirst lien (3)(4) - Undrawn06/202106/2026139 (2)(6)
First lien (3)(4) - Undrawn06/202106/2023246  (10)
385 (2)(16)(0.00)%
Avalara, Inc.
SoftwareFirst lien (3)(4) - Undrawn10/202210/20282,001 (24)(17)(0.00)%
GS Acquisitionco, Inc.
SoftwareFirst lien (3)(4) - Undrawn02/202005/20261,918 (7)(17)(0.00)%
Infogain Corporation
Business ServicesFirst lien (3)(4) - Undrawn07/202107/2026891 (7)(17)(0.00)%
The accompanying notes are an integral part of these consolidated financial statements.
102

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
TigerConnect, Inc.
HealthcareFirst lien (2)(3)(4) - Undrawn02/202202/2023$135 $ $(3)
First lien (3)(4) - Undrawn02/202202/2028603 (5)(14)
738 (5)(17)(0.00)%
Ocala Bidco, Inc.
HealthcareFirst lien (3)(4) - Undrawn12/202105/20241,630  (19)(0.00)%
NMC Crimson Holdings, Inc.
HealthcareFirst lien (3)(4) - Undrawn03/202103/20232,764  (19)(0.00)%
OA Buyer, Inc.
HealthcareFirst lien (3)(4) - Undrawn12/202112/20283,041 (26)(25)(0.00)%
Kaseya Inc.
SoftwareFirst lien (3)(4) - Undrawn06/202206/2024895  (13)
First lien (3)(4) - Undrawn06/202206/2029895 (6)(13)
1,790 (6)(26)(0.00)%
Community Brands ParentCo, LLC
SoftwareFirst lien (3)(4) - Undrawn02/202202/2028276 (2)(9)
First lien (3)(4) - Undrawn02/202202/2024552  (18)
828 (2)(27)(0.00)%
Pioneer Topco I, L.P.(6)
Pioneer Buyer I, LLC
SoftwareFirst lien (3)(4) - Undrawn11/202111/20272,045 (17)(27)(0.00)%
KWOR Acquisition, Inc.
Business ServicesFirst lien (3)(4) - Undrawn12/202112/20272,883 (18)(28)(0.00)%
KPSKY Acquisition Inc.
Business ServicesFirst lien (3)(4) - Undrawn06/202206/2024655  (29)(0.00)%
OB Hospitalist Group, Inc.
HealthcareFirst lien (3)(4) - Undrawn09/202109/2027970 (10)(31)(0.01)%
Daxko Acquisition Corporation
SoftwareFirst lien (3)(4) - Undrawn10/202110/2023416  (12)
First lien (3)(4) - Undrawn10/202110/2027757 (8)(21)
1,173 (8)(33)(0.01)%
Foreside Financial Group, LLC
Business ServicesFirst lien (3)(4) - Undrawn05/202209/2027977 (9)(10)
First lien (3)(4) - Undrawn05/202205/20242,287  (23)
3,264 (9)(33)(0.01)%
The accompanying notes are an integral part of these consolidated financial statements.
103

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
FS WhiteWater Borrower, LLC
Consumer ServicesFirst lien (3)(4) - Undrawn07/202207/2024$1,753 $ $(18)
First lien (3)(4) - Undrawn12/202112/2027791 (8)(22)
2,544 (8)(40)(0.01)%
CoreTrust Purchasing Group LLC
Business ServicesFirst lien (3)(4) - Undrawn09/202209/20241,339  (20)
First lien (3)(4) - Undrawn09/202210/20291,339 (19)(20)
2,678 (19)(40)(0.01)%
Zone Climate Services, Inc.
Business ServicesFirst lien (3)(4) - Undrawn03/202203/20282,601 (27)(42)(0.01)%
Businessolver.com, Inc.
SoftwareFirst lien (3)(4) - Undrawn12/202112/20233,089  (43)(0.01)%
Notorious Topco, LLC
Consumer ProductsFirst lien (3)(4) - Undrawn11/202105/20271,537 (12)(26)
First lien (3)(4) - Undrawn11/202111/20231,230  (21)
2,767 (12)(47)(0.01)%
PDQ.com Corporation
SoftwareFirst lien (3)(4) - Undrawn09/202108/20272,206 (9)(52)(0.01)%
MRI Software LLC
SoftwareFirst lien (3)(4) - Undrawn01/202002/2026780 (2)(18)
First lien (3)(4) - Undrawn02/202208/20231,523  (35)
2,303 (2)(53)(0.01)%
Beacon Pointe Harmony, LLC
Financial ServicesFirst lien (3)(4) - Undrawn12/202112/2027539 (4)(15)
First lien (3)(4) - Undrawn12/202106/20231,440  (40)
1,979 (4)(55)(0.01)%
CCBlue Bidco, Inc.
HealthcareFirst lien (3)(4) - Undrawn12/202112/20232,974  (59)(0.01)%
Project Essential Bidco, Inc.
SoftwareFirst lien (3)(4) - Undrawn04/202104/20272,241 (14)(69)(0.01)%
ACI Group Holdings, Inc.
HealthcareFirst lien (3)(4) - Undrawn08/202108/2027701 (7)(24)
First lien (3)(4) - Undrawn08/202108/20231,801  (61)
2,502 (7)(85)(0.01)%
The accompanying notes are an integral part of these consolidated financial statements.
104

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Diamondback Acquisition, Inc.
SoftwareFirst lien (3)(4) - Undrawn09/202109/2023$4,237 $ $(97)(0.01)%
AAH Topco, LLC
Consumer ServicesFirst lien (3)(4) - Undrawn12/202112/20271,413 (12)(18)
First lien (3)(4) - Undrawn12/202112/20236,672  (83)
8,085 (12)(101)(0.01)%
Fortis Solutions Group, LLC
PackagingFirst lien (3)(4) - Undrawn10/202110/202349  (1)
First lien (3)(4) - Undrawn10/202110/20271,493 (15)(35)
First lien (3)(4) - Undrawn06/202206/20242,942  (69)
4,484 (15)(105)(0.02)%
Thermostat Purchaser III, Inc.
Business ServicesFirst lien (3)(4) - Undrawn08/202108/20233,145  (107)(0.02)%
GraphPAD Software, LLC
HealthcareFirst lien (3)(4) - Undrawn04/202104/20271,000 (4)(18)
First lien (3)(4) - Undrawn12/202111/20235,068 (20)(90)
6,068 (24)(108)(0.02)%
YLG Holdings, Inc.
Business ServicesFirst lien (3)(4) - Undrawn10/202110/20234,901  (128)(0.02)%
DOCS, MSO, LLC
HealthcareFirst lien (3)(4) - Undrawn06/202206/20244,044  (111)
First lien (3)(4) - Undrawn06/202206/20281,078  (30)
5,122  (141)(0.02)%
Allworth Financial Group, L.P.
Financial ServicesFirst lien (3)(4) - Undrawn01/202201/20241,971  (54)
First lien (3)(4) - Undrawn12/202012/20263,507 (25)(96)
5,478 (25)(150)(0.02)%
DECA Dental Holdings LLC
HealthcareFirst lien (3)(4) - Undrawn08/202108/2027180 (2)(8)
First lien (3)(4) - Undrawn08/202108/20234,044  (174)
4,224 (2)(182)(0.02)%
Total Unfunded Debt Investments - United States$125,918 $(443)$(2,246)(0.30)%
The accompanying notes are an integral part of these consolidated financial statements.
105

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (5)Spread (5)Interest Rate (5)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of Net Assets
Unfunded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information TechnologyFirst lien (3)(4) - Undrawn10/202110/2027$1,726 $(14)$(28)(0.00)%
Total Unfunded Debt Investments - Netherlands$1,726 $(14)$(28)(0.00)%
Unfunded Debt Investments - Australia
Atlas AU Bidco Pty Ltd **
Business ServicesFirst lien (4) - Undrawn12/202212/2028$208 $(3)$(3)(0.00)%
Total Unfunded Debt Investments - Australia$208 $(3)$(3)(0.00)%
Total Unfunded Debt Investments$127,852 $(460)$(2,277)(0.30)%
Total Non-Controlled/Non-Affiliated Investments$1,191,246 $1,173,399 154.59 %
Total Investments$1,191,246 $1,173,399 154.59 %
(1)NMF SLF I, Inc. (the "Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.
(2)Investment is pledged as collateral for the Wells Credit Facility, a revolving credit facility among the Investment Adviser as collateral manager, NMF SLF I SPV, L.L.C. ("SLF I SPV") as the borrower, the Company as equity holder and seller, Wells Fargo Bank, National Association as the administrative agent, and collateral custodian and each of the lenders from time to time thereto. See Note 6. Borrowings, for details.
(3)The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4. Fair Value, for details.
(4)Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.
(5)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (L), the Prime Rate (P) and the alternative base rate (Base) and which resets monthly (M), quarterly (Q), semi-annually (S), or annually (A). For each investment the current interest rate provided reflects the rate in effect as of December 31, 2022.
*    All or a portion of interest contains payment-in kind ("PIK") interest.
**    Indicates assets that the Company deems to be "non-qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.0% of the Company's total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2022, 5.25% of the Company's total assets are represented by investments at fair value that are considered non-qualifying assets.
The accompanying notes are an integral part of these consolidated financial statements.
106

NMF SLF I, Inc.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands)

 December 31, 2022
Investment TypePercent of Total
Investments at Fair Value
First lien95.04 %
Second lien4.87 %
Subordinated0.09 %
Equity and other %(1)
Total investments100.00 %
(1)As of December 31, 2022, equity and other investments made up less than 0.01% of total investments.

 December 31, 2022
Industry TypePercent of Total
Investments at Fair Value
Software40.61 %
Business Services22.10 %
Healthcare16.78 %
Financial Services7.62 %
Consumer Services3.18 %
Consumer Products1.94 %
Information Technology1.93 %
Distribution & Logistics1.85 %
Education1.47 %
Packaging1.44 %
Specialty Chemicals & Materials0.99 %
Business Products0.09 %
Total investments100.00 %

 December 31, 2022
Interest Rate TypePercent of Total
Investments at Fair Value
Floating rates99.91 %
Fixed rates0.09 %
Total investments100.00 %

The accompanying notes are an integral part of these consolidated financial statements.
107

Notes to the Consolidated Financial Statements of
NMF SLF I, Inc.
December 31, 2023
(in thousands, except share data)
Note 1. Formation and Business Purpose
NMF SLF I, Inc. (the "Company") is a Maryland corporation formed on January 23, 2019. The Company is a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company 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").
New Mountain Finance Advisers BDC, L.L.C. (the "Investment Adviser") is a wholly-owned subsidiary of New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital") whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority owner. New Mountain Capital is a global investment firm with approximately $50 billion assets under management and a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies. The Investment Adviser manages the Company's day-to-day operations and provides it with investment advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to the Company's. New Mountain Finance Administration, L.L.C. (the "Administrator"), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct the Company's day-to-day operations. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
The Company conducted a private offering (the "Private Offering") of its common stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). At the closing of any Private Offering, each investor will make a capital commitment (a "Capital Commitment") to purchase common stock pursuant to a subscription agreement entered into with the Company. Each investor will be required to make capital contributions to purchase the Company's common stock each time a drawdown notice is issued based on such investor's Capital Commitment. The Company commenced its loan origination and investment activities on the date it issued shares to persons not affiliated with the Investment Adviser (the "Initial Closing Date"), which occurred on February 18, 2020 (the "Initial Closing Date").The Company may conduct subsequent closings at times during its investment period (the "Investment Period"), which commenced on the Initial Closing Date and initially continued until September 30, 2023, subject to automatic extensions thereafter, each for an additional one year period, unless the holders of a majority of the Company's outstanding common stock elect to forego any such extension upon not less than ninety days prior written notice. Effective September 30, 2023, the Investment Period was automatically extended for an additional one year period to September 30, 2024. Pursuant to the subscription agreement entered into with each investor, the Company shall commence the wind up of operations two years following the expiration of the Investment Period, subject to additional extensions, each for an additional one year period, upon approval of the holders of a majority of the Company's then outstanding common stock.
On December 9, 2020, the Company established NMF SLF I SPV, L.L.C. ("SLF I SPV") as a wholly-owned direct subsidiary, whose assets are used to secure SLF I SPV's credit facility. On October 6, 2022, the Company established NMF SLF I Opportunistic SPV, L.L.C. ("SLF I Opportunistic SPV") as a wholly-owned direct subsidiary. As of December 31, 2023 and December 31, 2022, there were no assets in SLF I Opportunistic SPV.
The Company is focused on providing direct lending solutions to U.S. upper middle market companies backed by top private equity sponsors. The Company’s investment objective is to generate current income and capital appreciation through the sourcing and origination of senior secured loans and select junior capital positions, to growing businesses in defensive industries that offer attractive risk-adjusted returns. The Company’s differentiated investment approach leverages the deep sector knowledge and operating resources of New Mountain Capital.
The Company primarily invests in senior secured debt of U.S. sponsor-backed, middle market companies. We define middle market companies as those businesses with annual earnings before interest, taxes, depreciation, and amortization ("EBITDA") between $10,000 and $200,000. The Company focuses on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.
Senior secured loans may include traditional first lien loans or unitranche loans. The Company invests a significant portion of its portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the
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risks associated with secured debt and subordinated debt. Certain unitranche loan investments may include “last-out” positions, which generally heighten the risk of loss. As of December 31, 2023, the Company's top five industry concentrations were software, business services, healthcare, financial services and consumer services.
Note 2. Summary of Significant Accounting Policies
Basis of accounting—The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States. ("GAAP"). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification Topic 946, Financial ServicesInvestment Companies ("ASC 946"). The Company consolidates its wholly-owned direct subsidiary SLF I SPV.
The Company's consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition for the period(s) presented. The Company's consolidated financial statements have eliminated all intercompany transactions. Revenues are recognized when earned and expenses when incurred. The financial results of the Company's portfolio investments are not consolidated in the financial statements.
The Company's consolidated financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-K and Article 6 of Regulation S-X.
Investments—The Company applies fair value accounting in accordance with GAAP. 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 Company'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 Company's Consolidated Statements of Operations as "Net change in unrealized appreciation (depreciation) of investments" and realizations on portfolio investments reflected in the Company's Consolidated Statements of Operations as "Net realized (losses) gains on investments".
The Company's underlying assets are considered, for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any regulations promulgated thereunder, and Section 4975 of the Code, to be assets of certain employee benefit plans and other plans that purchase shares. Under such circumstances, the Company's investments and the activities of the Investment Adviser are subject to and, in certain cases, limited by, such laws.
The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, the Board of Directors of the Company (the "Board") is ultimately and solely responsible for determining the fair value of the portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where its portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. Because (i) "benefit plan investors", as defined in Section 3(42) of ERISA ("Benefit Plan Investors"), hold 25% or more of the Company's outstanding shares, and (ii) the Company's shares are not listed on a national securities exchange, an unaffiliated third-party (the "Sub-Administrator"), has been engaged to independently value the Company's investments, in consultation with the Investment Adviser. The Company's quarterly valuation procedures, which are the procedures that will be followed by such Sub-Administrator, 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 Sub-Administrator, in consultation with the investment professionals of 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. If the Sub-Administrator is unable to sufficiently validate the quote(s) 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); and
b.For investments other than bonds, the personnel of the Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, look at the number of quotes readily available and perform the following procedures:
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 an IHS Markit Ltd. quote differs from the Refinitiv (formerly known as Thomson Reuters) quote by +/- 5% or if the spread between the bid and ask for a quote is greater than 10%, the personnel of the Sub-Administrator, in consultation with the investment professionals
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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 Sub-Administrator, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value; and
ii.Investments for which one quote is received from a pricing service are validated by the Sub-Administrator, in consultation with the investment professionals at the Investment Adviser. The personnel of the Sub-Administrator, in consultation with the investment professionals of 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 Sub-Administrator 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 Sub-Administrator, in consultation with the investment professionals at the Investment Adviser, is 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 Sub-Administrator, in consultation with the investment professionals of the Investment Adviser responsible for the credit monitoring; and
b.Preliminary valuation conclusions will then be documented and discussed with the Company's senior management.
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 a commitment 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 Company's investments may fluctuate from period to period and the fluctuations could be material.
In the event Benefit Plan Investors do not hold 25% or more of the Company's outstanding shares, or the Company's shares are listed on a national securities exchange, then (i) personnel of the Investment Adviser will undertake the roles to be performed by the personnel of the Sub-Administrator, as described above and (ii) if an investment falls into category (3) above for four consecutive quarters and the investment's par value or its fair value exceeds a certain materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by the Board.
See Note 3. Investments, for further discussion relating to investments.
Cash and cash equivalents—Cash and cash equivalents include cash and short-term, highly liquid investments. The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and so near maturity that there is insignificant risk of changes in value. These securities have original maturities of three months or less. The Company did not hold any cash equivalents as of December 31, 2023 and December 31, 2022.
Revenue recognition
Sales and paydowns of investments: Realized gains and losses on investments are determined on the specific identification method.
Interest income: Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. The Company has 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 redeemed by the issuer. For the years ended December 31, 2023, December 31, 2022 and December 31, 2021 the Company recognized PIK interest from investments of $6,093, $4,089 and $1,304, respectively.
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Non-accrual income: Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate collectibility. 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. As of December 31, 2023, December 31, 2022 and December 31, 2021 no investments were on non-accrual status.
Fee income: Fee income represents delayed compensation, amendment fees, revolver fees, upfront fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after trade date. Fee income may also include fees from bridge loans. The Company may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by the Company for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable. Income received in exchange for the provision of services such as recurring administration services are also recognized as fee income in the period in which it was earned.
Interest and other financing expenses—Interest and other financing fees are recorded on an accrual basis by the Company. See Note 6. Borrowings, for details.
Deferred offering costs—The Company's deferred offering costs consists of fees and expenses incurred in connection with the offering of the Company's common stock. Upon the issuance of common stock, offering costs are charged as a direct reduction of net assets. Deferred offering costs are included on the Company's Consolidated Statements of Assets and Liabilities and offering costs are included on the Consolidated Statements of Changes in Net Assets. Any organizational and offering expenses paid by the Company in excess of $1,000 will be borne by the Investment Adviser and cannot be recouped by the Investment Adviser.
Deferred financing costs—The deferred financing costs of the Company consist of capitalized expenses related to the origination and amending of the Company's borrowings. The Company amortizes these costs into expense over the stated life of the related borrowing. See Note 6. Borrowings, for details.
Organizational expenses—Organizational expenses include costs and expenses incurred in connection with the formation and organization of the Company. All such amounts are expensed as incurred in the Consolidated Statements of Operations. Any organizational and offering expenses paid by the Company in excess of $1,000 will be borne by the Investment Adviser and cannot be recouped by the Investment Adviser.
Income taxes—The Company has elected to be treated as a RIC for U.S. federal income tax purposes under Subchapter M of the Code and intends to comply with the requirements to qualify and maintain its status as a RIC annually. As a RIC, the Company is not subject to U.S. federal income tax on the portion of taxable income and gains timely distributed to its stockholders.
To continue to qualify and be subject to tax treatment as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing at least 90.0% of its investment company taxable income, as defined by the Code. Since U.S. federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes.
Differences between taxable income and the results of operations for financial reporting purposes may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for U.S. federal income tax purposes.
For U.S. federal income tax purposes, distributions paid to stockholders of the Company are reported as ordinary income, return of capital, long term capital gains or a combination thereof.
The Company will be subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year.
Based on its analysis, the Company has determined that there were no uncertain tax positions that do not meet the more likely than not threshold as defined by Accounting Standards Codification Topic 740, Income Taxes ("ASC 740") through
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December 31, 2023. The 2021 through 2023 tax years and forward remain subject to examination by the U.S. federal, state, and local tax authorities.
Earnings per share—The Company's earnings per share ("EPS") amounts have been computed based on the weighted-average number of shares outstanding for the period. Basic EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares outstanding during the period of computation. Diluted EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares, and its related net impact to net assets accounted for, and the additional shares were dilutive.
Distributions—Distributions to the Company's stockholders are recorded on the record date as set by the Board. The Company intends to make timely distributions to its stockholders that will be sufficient to enable the Company to qualify and maintain its status as a RIC. The Company intends to distribute approximately all of its net investment income on a semi-annual basis and substantially all of its taxable income on an annual basis, except that the Company may retain certain net capital gains for reinvestment.
The Company has adopted a dividend reinvestment plan, as amended from time to time (the "DRIP"), that provides for reinvestment of any distributions declared on behalf of its stockholders, unless a stockholder elects to receive cash.
The Company applies the following in implementing the DRIP. The Company shall use only newly-issued shares of its common stock to implement the DRIP. The number of shares to be issued to a stockholder that has not elected to have its distributions in cash shall be determined by dividing the total dollar amount of the distribution payable to such participant by the net asset value ("NAV") per share as of the last day of the Company’s fiscal quarter immediately preceding the date such distribution was declared (the "Reference NAV"); provided that in the event a distribution is declared on the last day of a fiscal quarter, the Reference NAV shall be deemed to be the net asset value per share as of such day. On August 16, 2022, the Board amended and restated the DRIP, effective as of September 18, 2022 (the "Amendment"). The Amendment clarifies that by "opting out" a stockholder may elect to receive some or all of their dividends or distributions in cash. Additionally, the notice requirement for stockholders to withdraw or modify their elections under the DRIP was amended such that a stockholder must notify the Company's transfer agent and registrar of any changes to their election no later than the day before the start of the quarterly period for which the stockholder desires to receive some or all of the dividend or distribution in cash. For the years ended December 31, 2023, December 31, 2022 and December 31, 2021, the Company has issued 8,631,890, 6,010,548 and 1,829,609 shares through the DRIP, respectively.
Use of estimates—The preparation of the Company's consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Company's consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Changes in the economic environment, financial markets, and other metrics used in determining these estimates could cause actual results to differ from the estimates used, and the differences could be material.
Note 3. Investments
At December 31, 2023, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
 CostFair Value
First lien$1,261,268 $1,260,387 
Second lien59,103 58,870 
Subordinated1,084 1,178 
Equity and other(1)  
Total investments$1,321,455 $1,320,435 
(1)As of December 31, 2023, total cost and fair value of equity and other investments were each less than $1 thousand.
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Investment Cost and Fair Value by Industry
 CostFair Value
Software$533,247 $535,183 
Business Services301,090 302,599 
Healthcare208,815 204,943 
Financial Services97,914 98,558 
Consumer Services51,517 51,576 
Education34,168 34,468 
Distribution & Logistics22,626 21,938 
Consumer Products22,650 20,971 
Packaging17,314 17,315 
Food & Beverage13,425 14,405 
Specialty Chemicals & Materials12,286 12,075 
Business Products6,403 6,404 
Total investments$1,321,455 $1,320,435 
At December 31, 2022, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
 CostFair Value
First lien$1,130,840 $1,115,219 
Second lien59,361 57,133 
Subordinated1,045 1,047 
Equity and other(1)  
Total investments$1,191,246 $1,173,399 
(1)As of December 31, 2022, total cost and fair value of equity and other investments were each less than $1 thousand.
Investment Cost and Fair Value by Industry
 CostFair Value
Software$480,494 $476,479 
Business Services262,842 259,347 
Healthcare201,974 196,864 
Financial Services91,188 89,468 
Consumer Services37,831 37,307 
Consumer Products23,030 22,759 
Information Technology22,799 22,611 
Distribution & Logistics22,437 21,670 
Education17,847 17,197 
Packaging17,290 16,937 
Specialty Chemicals & Materials12,266 11,673 
Business Products1,248 1,087 
Total investments$1,191,246 $1,173,399 
As of December 31, 2023, the Company had unfunded commitments on revolving credit facilities of $66,127 and no unfunded commitments on bridge facilities. As of December 31, 2023, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $46,471. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of December 31, 2023.
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As of December 31, 2022, the Company had unfunded commitments on revolving credit facilities of $56,169 and no unfunded commitments on bridge facilities. As of December 31, 2022, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $71,683. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of December 31, 2022.
Investment Risk Factors—First and second lien debt that the Company invests in is almost entirely rated below investment grade or may be unrated. Debt investments rated below investment grade are often referred to as "leveraged loans", "high yield" or "junk" debt investments, and may be considered "high risk" compared to debt investments that are rated investment grade. These debt investments are considered speculative because of the credit risk of the issuers. Such issuers are considered more likely than investment grade issuers to default on their payments of interest and principal, and such risk of default could reduce the net asset value and income distributions of the Company. In addition, some of the Company's debt investments will not fully amortize during their lifetime, which could result in a loss or a substantial amount of unpaid principal and interest due upon maturity. First and second lien debt may also lose significant market value before a default occurs. Furthermore, an active trading market may not exist for these first and second lien debt investments. This illiquidity may make it more difficult to value the debt.
The Company may directly invest in the equity of private companies or, in some cases, equity investments could be made in connection with a debt investment. Equity investments may or may not fluctuate in value, resulting in recognized realized gains or losses upon disposition.
Note 4. Fair Value
Pursuant to Rule 2a-5, a market quotation is readily available for purposes of Section 2(a)(41) of the 1940 Act with respect to a security only when that “quotation is a quoted price (unadjusted) in active markets for identical investments that the fund can access at the measurement date, provided that a quotation will not be readily available if it is not reliable.” 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. Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure ("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 I—Quoted prices (unadjusted) are available in active markets for identical investments and the Company has the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by ASC 820, the Company, to the extent that it holds such investments, does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:
Quoted prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.
The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.
The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.

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The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fall into as of December 31, 2023:
 TotalLevel ILevel IILevel III
First lien$1,260,387 $ $92,922 $1,167,465 
Second lien58,870  16,054 42,816 
Subordinated1,178  1,177 1 
Equity and other (1)    
Total investments$1,320,435 $ $110,153 $1,210,282 
(1)As of December 31, 2023, fair value of equity and other investments was less than $1 thousand.
The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fall into as of December 31, 2022:
 TotalLevel ILevel IILevel III
First lien$1,115,219 $ $48,157 $1,067,062 
Second lien57,133  13,153 43,980 
Subordinated1,047  1,046 1 
Equity and other (1)    
Total investments$1,173,399 $ $62,356 $1,111,043 
(1)As of December 31, 2022, fair value of equity and other investments was less than $1 thousand.
The following table summarizes the changes in fair value of Level III portfolio investments for the year ended December 31, 2023, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at December 31, 2023:
TotalFirst LienSecond LienSubordinatedEquity and other
Fair value, December 31, 2022$1,111,043 $1,067,062 $43,980 $1 $ 
Total gains or losses included in earnings:
Net realized losses on investments(80)(80)   
Net change in unrealized appreciation14,151 12,815 1,336   
Purchases, including capitalized PIK and revolver fundings233,087 233,087    (2)
Proceeds from sales and paydowns of investments(119,278)(116,778)(2,500)  
Transfers into Level III (1)1,087 1,087    
Transfers out of Level III (1)(29,728)(29,728)   
Fair value, December 31, 2023$1,210,282 $1,167,465 $42,816 $1 $ (2)
Unrealized appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:$12,809 $11,564 $1,245 $ $ 
(1)As of December 31, 2023, portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
(2)As of December 31, 2023, fair value of equity and other investments was less than $1 thousand.
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The following table summarizes the changes in fair value of Level III portfolio investments for the year ended December 31, 2022, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at December 31, 2022:
TotalFirst LienSecond LienSubordinatedEquity and other
Fair value, December 31, 2021$903,911 $867,102 $36,809 $ $ 
Total gains or losses included in earnings:
Net realized losses on investments(726)(726)   
Net change in unrealized depreciation(15,483)(13,675)(1,808)  
Purchases, including capitalized PIK and revolver fundings338,765 327,504 11,260 1  (2)
Proceeds from sales and paydowns of investments(188,440)(179,671)(8,769)  
Transfers into Level III (1)73,016 66,528 6,488   
Fair value, December 31, 2022$1,111,043 $1,067,062 $43,980 $1 $ (2)
Unrealized depreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:$(16,040)$(14,059)$(1,981)$ $ 
(1)As of December 31, 2022, portfolio investments were transferred out of Level II into Level III at fair value as of the beginning of the period in which the reclassification occurred.
(2)As of December 31, 2022, fair value of equity and other investments was less than $1 thousand.
Except as noted in the tables above, there were no transfers into or out of Level I, II, or III during the years ended December 31, 2023 and December 31, 2022. Transfers into Level III occur as quotations obtained through pricing services are deemed not representative of fair value as of the balance sheet date and such assets are internally valued. As quotations obtained through pricing services are substantiated through additional market sources, investments are transferred out of Level III. In addition, transfers out of Level III and transfers into Level III occur based on the increase or decrease in the availability of certain observable inputs. Investments will be transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
The Company invests in revolving credit facilities. These investments are categorized as Level III investments as these assets are not actively traded and their fair values are often implied by the term loans of the respective portfolio companies.
The Company generally uses the following framework when determining the fair value of investments where there are little, if any, market activity or observable pricing inputs. The Company typically determines the fair value of its performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:
Company Performance, Financial Review, and Analysis:    Prior to investment, as part of its due diligence process, the Company evaluates the overall performance and financial stability of the portfolio company. Post investment, the Company analyzes each portfolio company's current operating performance and relevant financial trends versus the prior year and budgeted results, including, but not limited to, factors affecting its revenue and EBITDA growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. The Company also attempts to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of its original investment thesis. This analysis is specific to each portfolio company. The Company leverages the knowledge gained from its original due diligence process, augmented by this subsequent monitoring, to continually refine its outlook for each of its portfolio companies and ultimately form the valuation of its investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Company will consider the pricing indicated by the external event to corroborate the private valuation.
For debt investments, the Company may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of the Company's debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, the Company may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio
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company to assess the total enterprise value. After enterprise value coverage is demonstrated for the Company's debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.
Market Based Approach:    The Company may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. The Company considers numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. The Company may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment. In applying the market based approach as of December 31, 2023 and December 31, 2022, the Company used the relevant EBITDA or revenue multiple ranges set forth in the table below to determine the enterprise value of its portfolio companies. The Company believes these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved.
Income Based Approach:    The Company also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes an average yield-to-maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement. In applying the income based approach as of December 31, 2023 and December 31, 2022, the Company used the discount ranges set forth in the table below to value investments in its portfolio companies.
The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2023 were as follows:
   Range
TypeFair Value as of December 31, 2023ApproachUnobservable InputLowHighWeighted
Average (1)
First lien$1,115,657 Market & income approachEBITDA multiple5.0x44.0x17.6x
Revenue multiple5.0x20.5x10.2x
Discount rate7.2 %21.3 %10.2 %
51,808 OtherN/A (2)N/AN/AN/A
Second lien42,816 Market & income approachEBITDA multiple14.0x18.0x15.8x
Discount rate9.2 %12.9 %11.3 %
Subordinated1 Market & income approachEBITDA multiple22.0x22.0x22.0x
Discount rate12.9%12.9%12.9%
Equity and other (3) Market & income approachRevenue multiple9.0x11.0x10.0x
Discount rate15.0 %15.0 %15.0 %
$1,210,282      
(1)Unobservable inputs were weighted by the relative fair value of the investments.
(2)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
(3)As of December 31, 2023, fair value of equity and other investments was less than $1 thousand.


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The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2022 were as follows:
   Range
TypeFair Value as of December 31, 2022ApproachUnobservable InputLowHighWeighted
Average (1)
First lien$1,060,036 Market & income approachEBITDA multiple8.7x70.0x18.9x
Revenue multiple5.0x19.5x9.8x
Discount rate8.3 %29.4 %10.5 %
7,026 OtherN/A (2)N/AN/AN/A
Second lien43,980 Market & income approachEBITDA multiple14.0x32.0x20.0x
Discount rate11.2 %13.8 %11.8 %
Subordinated1 Market & income approachEBITDA multiple23.5x23.5x23.5x
Discount rate14.8%14.8%14.8%
Equity and other (3)— Market & income approachRevenue multiple10.5x12.5x11.5x
Discount rate15.0 %17.0 %16.0 %
$1,111,043      
(1)Unobservable inputs were weighted by the relative fair value of the investments.
(2)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
(3)As of December 31, 2022, fair value of equity and other investments was less than $1 thousand.
The Wells Credit Facility (as defined below) is considered Level III. See Note 6. Borrowings for details.
The following are the principal amount and fair value of the Company’s debt obligation as of December 31, 2023 and December 31, 2022. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available.
December 31, 2023December 31, 2022
Principal Amount
Fair Value
Principal Amount
Fair Value
Wells Credit Facility$433,800 $428,907 $394,500 $388,181 
Fair value risk factors—The Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the Company's portfolio companies conduct their operations, as well as general economic, political and public health conditions (including the COVID-19 pandemic), may have a significant negative impact on the operations and profitability of the Company's investments and/or on the fair value of the Company's investments. The Company's investments are subject to the risk of non-payment of scheduled interest or principal, resulting in a reduction in income to the Company and their corresponding fair valuations. Also, there may be risk associated with the concentration of investments in one geographic region or in certain industries. These events are beyond the control of the Company and cannot be predicted. Furthermore, the ability to liquidate investments and realize value is subject to uncertainties.
Note 5. Agreements and Related Parties
The Company entered into an investment advisory and management agreement, as amended and restated on December 13, 2020 (the "First A&R Investment Management Agreement) and on September 26, 2022 (the "Second A&R Investment Management Agreement" or the "Investment Management Agreement"), with the Investment Adviser. Under the Investment Management Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to the Company. For providing these services, the Investment Adviser receives an annual base management fee from the Company. The Board most recently re-approved the Investment Management Agreement on January 30, 2024, at an in-person meeting, for a period of 12 months commencing March 1, 2024.
Pursuant to the Investment Management Agreement, during the Investment Period, the base management fee is calculated at an annual blended rate with respect to the Company's Assets Invested (defined below) at the end of each quarterly
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period by reference to (i) 0.70% in the case of Assets Invested equal to or less than $500,000, and (ii) 0.60% in the case of Assets Invested of greater than $500,000, subject, in each case, to the adjustments in the manner set forth in the Investment Management Agreement, as amended.
Pursuant to the Second Amended and Restated Investment Management Agreement (the "Second A&R Investment Management Agreement"), effective September 26, 2022, the management fee shall be calculated at the blended rate until such time that the Company has $1.0 billion of Assets Invested (as modified by the Second A&R Investment Management Agreement). Upon such time, the Management Fee shall be calculated at the Blended Rate, as defined in the Second A&R Investment Management Agreement, and for the avoidance of doubt, based on the greater of the actual Assets Invested as of the end of any quarter and target Assets Invested for the quarter. The Second A&R Investment Management Agreement modified the definition of "Assets Invested" to mean that as of the end of each quarterly period, the sum of the Company's (i) drawn capital commitments, (ii) the aggregate dollar amount of distributions declared to stockholders from net investment income as of the latest declaration date of any such distribution, less any amounts of such distribution received in cash by stockholders, and (iii) outstanding principal on borrowings.
During the Investment Period, the management fee payable each quarter shall be reduced by an amount equal to the sum of the quarterly fee percentage multiplied by the Company's cumulative realized losses since inception (calculated net of any subsequently reversed realized losses) (the "Cumulative Losses") on the Company’s portfolio of investments (collectively,the "Withheld Amounts"). Any portion of such Withheld Amounts that is attributable to a subsequently reversed realized loss shall be payable to the Investment Adviser in the quarter in which such reversal occurs. In addition, upon expiration of the Investment Period, the Investment Adviser shall be entitled to an amount equal to the portion of such Withheld Amounts that would have been payable if Cumulative Losses had been calculated net of cumulative realized capital gains on the applicable portfolios of investments.
For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, $7,863, $7,015 and $4,618 respectively, of management fees were incurred by the Company.
The Company has entered into an administration agreement ("Administration Agreement") with the Administrator under which the Administrator provides administrative services. The Administration Agreement was most recently re-approved by the Board on January 30, 2024 for a period of 12 months commencing on March 1, 2024. The Administrator maintains, or oversees the maintenance of, the Company's consolidated financial records, prepares reports filed with the U.S. Securities and Exchange Commission (the "SEC"), generally monitors the payment of the Company's expenses and oversees the performance of administrative and professional services rendered by others. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
The Company, the Investment Adviser and the Administrator have also entered into a Trademark License Agreement (the "Trademark License Agreement"), with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant the Company a non-exclusive, royalty-free license to use the "NMF" name. Under the Trademark License Agreement, subject to certain conditions, the Company, the Investment Adviser and the Administrator will have a right to use the "NMF" name, for so long as the Investment Adviser or one of its affiliates remains the investment adviser of the Company. Other than with respect to this limited license, the Company will have no legal right to the "NMF" name.
The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to the Company's investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for the Company or for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that the Company should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff and consistent with the Investment Adviser's allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the "Exemptive Order") to the Investment Adviser and certain of its affiliates, which superseded a prior order issued on December 18, 2017, which permits the Company to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, the Company is permitted to co-invest with its affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of the Company's directors who are not interested persons, as the term is defined in Section 2(a)(19) of the 1940 Act (the "Independent Directors"), directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of the Company's stockholders and is consistent with its then-current investment objective and strategies. The Exemptive Order was amended on August 30, 2022 to permit the Company to complete co-investments in its existing portfolio companies with certain affiliates that are private funds if such private funds do not have an investment in such existing portfolio company, subject to certain conditions. As the Company's assets are treated as
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"plan assets" under ERISA, the Company will only co-invest in the same issuer with certain funds or entities managed by the Investment Adviser or its affiliates, so long as their and the Company's respective future investments are at the same level of such issuer's capital structure; provided, that in no event will the Company co-invest with any other fund or entity in contravention of the 1940 Act.
In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the "Temporary Relief"), the Company was permitted, subject to the satisfaction of certain conditions, to co-invest in the Company's existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such co-investments with the Company unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the Temporary Relief expired on December 31, 2020, the SEC's Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continued to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The Temporary Relief is no longer effective; however, on August 30, 2022, New Mountain Finance Corporation, an affiliate of the Company and the Investment Adviser, and certain other affiliated applicants, received an Order from the SEC that amended its existing Exemptive Order to permit the Company to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions.
Note 6. Borrowings
Wells Credit Facility On December 23, 2020, the Company's wholly-owned subsidiary, SLF I SPV, entered into a Loan and Security Agreement among SLF I SPV as the borrower, the Investment Adviser as collateral manager, the Company as equity holder and seller, Wells Fargo Bank, National Association ("Wells Fargo") as the administrative agent and the collateral custodian, and each of the lenders from time to time party thereto (as amended, from time to time, the "Loan and Security Agreement"), which is structured as a secured revolving credit facility (the "Wells Credit Facility"). On December 1, 2023, the Company entered into Amendment No.3 to the Wells Credit Facility which extended the facility maturity date from December 23, 2025 to December 1, 2028 and increased the maximum facility amount from $450,000 to $600,000. Under the Wells Credit Facility,SLF I SPV is permitted to borrow up to 25.0%, 50.0%, 60.0% or 65.0% of the purchase price of pledged assets, subject to approval by Wells Fargo. The Wells Credit Facility is non-recourse to the Company and is collateralized by all of the investments of SLF I SPV on an investment by investment basis. All fees associated with the origination, amending or upsizing of the Wells Credit Facility are capitalized on the Company's Consolidated Statements of Assets and Liabilities and charged against income as other financing expenses over the life of the Wells Credit Facility. The Wells Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of SLF I SPV investments, but rather to the performance of the underlying portfolio companies.
As of the amendment on December 1, 2023, the Wells Credit Facility bears interest at a rate of the Secured Overnight Financing Rate ("SOFR") plus 2.40% per annum. Prior to the amendment on December 1, 2023, from April 28, 2023 to November 30, 2023, the Wells Credit Facility bore interest at a rate of SOFR plus 1.70% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and SOFR plus 2.20% per annum for all other investments. From June 29, 2021 to April 27, 2023, the Wells Credit Facility bore interest at a rate of the London Interbank Offered Rate ("LIBOR") plus 1.60% per annum for Broadly Syndicated Loans (as defined in the First Amendment to the Loan and Security Agreement) and LIBOR plus 2.10% per annum for all other investments. The Wells Credit Facility also charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Loan and Security Agreement).
The following table summarizes the interest expense, non-usage fee and amortization of financing costs incurred on the Wells Credit Facility for the years ended December 31, 2023, December 31, 2022 and December 31, 2021:
Year Ended December 31,
(in millions)202320222021
Interest expense$27,895 $15,461 $4,411 
Non-usage fee393 336 350 
Amortization of financing costs984 887 647 
Weighted average interest rate7.2 %4.0 %2.1 %
Effective interest rate7.6 %4.4 %2.6 %
Average debt outstanding$384,168 $382,837 $205,759 
As of December 31, 2023, December 31, 2022 and December 31, 2021, the outstanding balance on the Wells Credit Facility was $433,800, $394,500 and $318,000, respectively, and SLF I SPV was in compliance with the applicable covenants in the Wells Credit Facility on such dates.
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Wells Subscription Line On February 25, 2020, the Company entered into a Revolving Credit Agreement (the "Wells Subscription Line") with Wells Fargo. On December 3, 2021, all outstanding borrowings under the Wells Subscription Line were repaid and the facility was terminated in connection with the final drawdown on Capital Commitments. Prior to termination, the Wells Subscription Line had a maximum facility amount of $50,000 and the Company was permitted to borrow up to the lesser of $50,000 and the Borrowing Base. The "Borrowing Base" was based upon the unfunded Capital Commitments of subscribed investors in the Company that had been approved by Wells Fargo and met certain criteria.
From February 25, 2020 through March 25, 2020, the Wells Subscription Line bore interest at a rate of either LIBOR plus 1.55% per annum or Reference Rate (as defined by the Revolving Credit Agreement) plus 0.55% per annum. After March 25, 2020, the Wells Subscription Line bore interest at a rate of either LIBOR plus 1.50% per annum or Reference Rate plus 0.50% per annum. The Wells Subscription Line also charged a non-usage fee at a rate of (a) 0.20% per annum when the unused facility amount was greater than or equal to 50.0% of the maximum facility amount, or (b) 0.25% per annum when the unused facility amount was less than 50.0% of the maximum facility amount.     
The following table summarizes the interest expense, non-usage fee and amortization of financing costs incurred on the Wells Subscription Line for the year ended December 31, 2021:
Year Ended December 31,
(in millions)2021(1)
Interest expense$61 
Non-usage fee86 
Amortization of financing costs249 
Weighted average interest rate1.6 %
Effective interest rate9.7 %
Average debt outstanding$4,071 
(1)For the year ended December 31, 2021, amounts represent the period from January 1, 2021 to December 3, 2021 (termination of the Wells Subscription Line).
Leverage risk factors—The Company utilizes and may utilize leverage to the maximum extent permitted by the law for investment and other general business purposes. The use of leverage also magnifies the potential for gain or loss on amounts invested. Leverage may magnify interest rate risk (particularly on the Company's fixed-rate investments), which is the risk that the prices of portfolio investments will fall or rise if market interest rates for those types of securities rise or fall. As a result, leverage may cause greater changes in the Company's net assets. Similarly, leverage may cause a sharper decline in the Company's income than if the Company had not borrowed. Such a decline could negatively affect the Company's ability to make distributions to its stockholders. Leverage is generally considered a speculative investment technique. The Company's ability to service any debt incurred will depend largely on financial performance and will be subject to prevailing economic conditions and competitive pressures.
Note 7. Regulation
The Company has elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code, and intends to comply with the requirements to continue to qualify and maintain its status as a RIC annually. In order to continue to qualify and be subject to tax treatment as a RIC, among other things, the Company is required to timely distribute to its stockholders at least 90.0% of its investment company taxable income, as defined by the Code, for each year. The Company, among other things, intends to make and will continue to make the requisite timely distributions to its stockholders, and as such, the Company will generally be relieved from U.S. federal, state, and local income taxes (excluding excise taxes which may be imposed under the Code).
Additionally, as a BDC, the Company must not acquire any assets other than "qualifying assets" as defined in Section 55(a) of the 1940 Act unless, at the time the acquisition is made, at least 70.0% of its total assets are qualifying assets (with certain limited exceptions). In addition, the Company must offer to make available to all "eligible portfolio companies" (as defined in the 1940 Act) significant managerial assistance.
Note 8. Commitments and Contingencies
In the normal course of business, the Company may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company may also enter into future funding commitments such as revolving credit facilities, bridge financing commitments or delayed draw commitments. As of December 31, 2023, the Company had unfunded commitments on revolving credit facilities of $66,127, no outstanding bridge financing commitments and other future funding commitments of $46,471. As of December 31, 2022, the Company had unfunded commitments on
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revolving credit facilities of $56,169, no outstanding bridge financing commitments and other future funding commitments of $71,683. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of December 31, 2023 and December 31, 2022.
The Company also had revolving borrowings available under the Wells Credit Facility as of December 31, 2023 and December 31, 2022. See Note 6. Borrowings, for details.
The Company may from time to time enter into financing commitment letters. As of December 31, 2023 and December 31, 2022, the Company had commitment letters to purchase investments in the aggregate par amount of $6,796 and $27,362, respectively, which could require funding in the future.
Note 9. Net Assets
In connection with its formation, the Company has the authority to issue 500,000,000 shares of common stock at $0.001 per share par value.
There were no shares of common stock issued or proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2023 and for the year ended December 31, 2022:
The following table summarizes the total shares of common stock issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2021:
Drawdown DateShares Issue DateShares IssuedAggregate Offering Price
August 16, 2021August 30, 202114,094,708 $151,800 
December 1, 2021December 15, 202116,166,822 172,500 
30,261,530 $324,300 
The following table reflects the distributions declared on the Company's common stock for the year ended December 31, 2023:
Date DeclaredRecord DatePayment DatePer Share Amount
March 30, 2023March 31, 2023July 20, 2023$0.3100 
June 26, 2023June 29, 2023July 20, 20230.3200 
September 27, 2023September 28, 2023January 19, 20240.3310 
December 19, 2023December 28, 2023January 19, 20240.3550 
$1.3160 
The following table reflects the distributions declared on the Company's common stock for the year ended December 31, 2022:
Date DeclaredRecord DatePayment DatePer Share Amount
March 29, 2022March 30, 2022July 20, 2022$0.2200 
June 27, 2022June 29, 2022July 20, 20220.2338 
September 28, 2022September 29, 2022January 20, 20230.2530 
December 23, 2022December 30, 2022January 20, 20230.2960 
$1.0028 
The following table reflects the distributions declared on the Company's common stock for the year ended December 31, 2021:
Date DeclaredRecord DatePayment DatePer Share Amount
March 26, 2021March 30, 2021April 13, 2021$0.2557 
June 25, 2021June 29, 2021July 13, 20210.2945 
September 28, 2021September 29, 2021January 13, 20220.2845 
December 23, 2021December 30, 2021January 13, 20220.2561 
$1.0908 
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Note 10. Distributions
The Company intends to distribute approximately all of its net investment income on a semi-annual basis and substantially all of its taxable income on an annual basis, except that the Company may retain certain net capital gains for reinvestment.
On March 24, 2021, the Board adopted an "opt out" DRIP on behalf of the Company's stockholders, pursuant to which each of the stockholders' cash distributions will be automatically reinvested in additional shares of the Company's common stock. If a stockholder chooses to "opt out", then such stockholder will receive cash in lieu of shares of the Company’s common stock. On August 16, 2022, the Board amended and restated the DRIP, effective as of September 18, 2022 (the "Amendment"). The Amendment clarifies that by "opting out" a stockholder may elect to receive some or all of their dividends or distributions in cash. Additionally, the notice requirement for stockholders to withdraw or modify their elections under the DRIP was amended such that a stockholder must notify the Company's transfer agent and registrar of any changes to their election no later than the day before the start of the quarterly period for which the stockholder desires to receive some or all of the dividend or distribution in cash. The Company will only use newly-issued shares of common stock to implement the DRIP. For the years ended December 31, 2023, December 31, 2022 and December 31, 2021, the Company has issued 8,631,890, 6,010,548 and 1,829,609 shares through the DRIP, respectively.
Differences between taxable income and the results of operations for financial reporting purposes may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for U.S. federal income tax purposes. During the years ended December 31, 2023, December 31, 2022 and December 31, 2021, the Company's reclassifications of amounts for book purposes arising from permanent book/tax differences primarily related to reclass of distributions were as follows:
 Year Ended December 31,
 202320222021
Undistributed net investment income$790 $3,036 $2,175 
Distributions in excess of net realized gains(790)(3,036) 
Additional paid-in-capital  (2,175)

For U.S. federal income tax purposes, distributions paid to stockholders of the Company are reported as ordinary income, return of capital, long term capital gains or a combination thereof. The tax character of distributions paid by the Company for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 was estimated to be as follows:
Year Ended December 31,
 202320222021
Ordinary income (non-qualified)$104,327 $69,549 $51,623 
Ordinary income (qualified)   
Capital gains1,096 3,036 259 
Return of capital   
Total$105,423 $72,585 $51,882 
As of December 31, 2023 and December 31, 2022, the costs of investments for the Company for U.S. federal income tax purposes were $1,314,585 and $1,185,794, respectively.
December 31, 2023December 31, 2022
Tax cost$1,314,585 $1,185,794 
Gross unrealized appreciation on investments244,940 84,234 
Gross unrealized depreciation on investments(239,090)(96,629)
Total investments at fair value$1,320,435 $1,173,399 
As of December 31, 2023 and December 31, 2022, the components of distributable earnings on a tax basis differ from the amounts reflected per the Company's Consolidated Statements of Assets and Liabilities by temporary book/tax differences primarily arising from differences between the tax and book basis of the Company's investment in securities held directly and undistributed income.
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For the years ended December 31, 2023, December 31, 2022 and December 31, 2021, the Company's components of accumulated earnings (deficit) on a tax basis were as follows:
 Year Ended December 31,
 202320222021
Accumulated capital gains (capital loss carryforwards)$ $ $ 
Other temporary differences(1,738)(638)(677)
Undistributed ordinary income 563  
Unrealized appreciation (depreciation)5,849 (12,395)13,347 
Total$4,111 $(12,470)$12,670 
The Company is subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year. For the years ended December 31, 2023, December 31, 2022 and December 31, 2021, the Company incurred excise taxes of $0, $0 and $3, respectively.
The following information is hereby provided with respect to distributions declared during the years ended December 31, 2023, December 31, 2022 and December 31, 2021:
Year Ended December 31,
202320222021
Distributions per share$1.3160 $1.0028 $1.0908 
Ordinary dividends (1)98.96 %96.94 %99.58 %
Long-term capital gains1.04 %3.06 %0.42 %
Qualified dividend income % % %
Dividends received deduction % % %
Interest-related dividends (2)97.13 %92.24 %73.01 %
Qualified short-term capital gains (2) % % %
Return of capital % % %
(1)Ordinary dividends are from the Company's net investment income and net short-term capital gains for the year. This type of dividend is reported as ordinary income. Ordinary dividend distributions from a RIC generally do not qualify for the preferential tax rate on dividend income from domestic corporations and qualified foreign corporations except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. 
(2)Interest-related dividends and short-term capital gain dividends received by nonresident aliens and foreign corporations are generally eligible for exemption from U.S. withholding tax in accordance with Sections 871(k) and 881(e) of the Code.
Note 11. Earnings Per Share
The following information sets forth the computation of basic net increase (decrease) in the Company's net assets per share resulting from operations for the years ended December 31, 2023, December 31, 2022 and December 31, 2021:
 Year Ended December 31,
 202320222021
Earnings per share—basic & diluted 
Numerator for basic & diluted earnings per share:$122,004 $47,444 $41,108 
Denominator for basic & diluted weighted average share:79,577,910 71,995,717 42,261,286 
Basic & diluted earnings per share:$1.53 $0.66 $0.97 

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Note 12. Financial Highlights
The following information sets forth the Company's financial highlights for the years ended December 31, 2023, December 31, 2022 and December 31, 2021.
 Year Ended December 31,
 202320222021
Per share data:(1)  
Net asset value at the beginning of the period$10.29 $10.63 $10.85 
Net investment income1.32 1.02 1.19 
Net realized and unrealized gains (losses) (2)0.21 (0.36)(0.32)
Net increase in net assets resulting from operations1.53 0.66 0.87 
Distributions declared to stockholders from net investment income(1.32)(1.00)(1.09)
Net asset value at the end of the period$10.50 $10.29 $10.63 
Total return(3)15.57 %6.47 %8.35 %
Shares outstanding at end of period82,381,922 73,750,032 67,739,484 
Average weighted shares outstanding for the period79,577,910 71,995,717 42,261,286 
Average net assets for the period$824,216 $757,628 $455,283 
Ratio to average net assets:
Net investment income12.76 %9.66 %11.08 %
Total expenses, before waivers4.82 %3.44 %2.66 %
Average debt outstanding — Wells Subscription Line(4)N/AN/A$4,071 
Average debt outstanding — Wells Credit Facility$384,168 $382,837 $205,759 
Asset coverage ratio299.41 %292.41 %326.45 %
Portfolio turnover9.18 %17.29 %33.65 %
Capital Commitments$690,000 $690,000 $690,000 
Funded Capital Commitments$690,000 $690,000 $690,000 
% of Capital Commitments funded100.00 %100.00 %100.00 %
(1)Per share data is based on weighted average shares outstanding for the respective period (except for issuance of shares of common stock and distributions declared to stockholders, which are based on actual rate per share).
(2)The total amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions which for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 was $0.00, $0.00 and $(0.10) per share, respectively.
(3)Total return is calculated assuming a purchase at net asset value per share on the opening of the first day of the year and a sale at net asset value per share on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at net asset value per share on the last day of the respective quarter.
(4)For the year ended December 31, 2021, average debt outstanding represents the period from January 1, 2021 to December 3, 2021 (termination of the Wells Subscription Line).
Note 13. Recent Accounting Standards Updates
In March 2020, the Financial Accounting Standards Board (the "FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the optional guidance on the Company's consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the years ended December 31, 2023, December 31, 2022 and December 31, 2021. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
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The U.S. Securities and Exchange Commission (the “SEC”) adopted a new rule providing a framework for fund valuation practices. Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit boards, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. Rule 31a-4 under the 1940 Act (“Rule 31a-4”) also provides the recordkeeping requirements associated with fair value determinations. While the Board has not elected to designate the Investment Adviser as the valuation designee, the Company has adopted certain revisions to its valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
Note 14. Subsequent Events
On January 19, 2024, the Company issued 5,430,849 shares of common stock through the Company's DRIP.


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The terms "we", "us", "our" and the "Company" refers to NMF SLF I, Inc. and its consolidated subsidiary.
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.    Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
As of December 31, 2023 (the end of the period covered by this Annual Report on Form 10-K), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act)). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
(b)Report of Management on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 based upon the criteria in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management's assessment, management determined that our internal control over financial reporting was effective as of December 31, 2023.
Due to our status as an "emerging growth company" under the JOBS Act, we were was not required to obtain an attestation report from our independent registered public accounting firm on our internal control over financial reporting as of December 31, 2023.
(c)Changes in Internal Control Over Financial Reporting
Management has not identified any change in our internal control over financial reporting 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.
Item 9B.    Other Information
(a)    None.
(b)    For the fiscal quarter ended December 31, 2023, neither the Company nor any director or officer has entered into or terminated any (i) contract, instruction or written plan for the purchase or sale of securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.
We have adopted insider trading policies and procedures governing the purchase, sale, and disposition of the our securities by our officers and directors that are reasonably designed to promote compliance with insider trading laws, rules and regulations.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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The terms "we", "us", "our" and the "Company" refers to NMF SLF I, Inc. and its consolidated subsidiary.
PART III
Item 10.    Directors, Executive Officers and Corporate Governance
Our business and affairs are managed under the direction of our board of directors (the "Board"). Our Board appoints our officers, who serve at the discretion of our Board. Our Board has an audit committee, a nominating and corporate governance committee and a valuation committee and may establish additional committees from time to time as necessary.
Our Board consists of five members, four of whom are not "interested persons" of the Company (the "Independent Directors") as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act"). Each director will hold office for a one-year term. At each annual meeting of our stockholders, the successors to the directors whose terms expire at each such meeting will be elected to hold office for a one-year term expiring at the next annual meeting of stockholders following their election. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualifies. We have elected to be subject to the provision of Subtitle 8 of Title 3 of the Maryland General Corporation Law (the "MGCL") providing that, except as may be provided by our Board in setting the terms of any class or series of preferred stock, any and all vacancies on our Board may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualified, subject to any applicable requirements of the 1940 Act. Our charter will also provide that any director, or the entire Board, may be removed at any time, with or without cause, by the affirmative vote of at least a majority of the votes entitled to be cast generally in the election of directors.
Directors
Information regarding our Board is set forth below. The directors have been divided into two groups—Independent Directors and interested directors. Our interested directors are "interested persons" of the Company as defined in Section 2(a)(19) of the 1940 Act. The address for each director is c/o NMF SLF I, Inc., 1633 Broadway, 48th Floor, New York, New York 10019.
NameAgePosition(s)Director Since
Independent Directors
Alfred F. Hurley, Jr.69 Director2019
David Ogens69 Director2019
John P. Malfettone68 Director2019
Barbara Daniel58 Director2023
Interested Directors
John R. Kline48 Chairman of our Board, Chief Executive Officer and President2019
Executive Officers Who Are Not Directors
Information regarding each of our executive officers who is not a director is as follows:
NameAgePosition(s)Officer Since
Joseph W. Hartswell45 Chief Compliance Officer and Corporate Secretary2022
Laura C. Holson38 Chief Operating Officer2022
Kris Corbett48 Chief Financial Officer and Treasurer2023
Adam B. Weinstein45 Executive Vice President2019
The address for each executive officer is c/o New Mountain, 1633 Broadway, 48th Floor, New York, New York 10019.
Biographical Information
Directors
Each of our directors has demonstrated high character and integrity, superior credentials and recognition in his respective field and the relevant expertise and experience upon which to be able to offer advice and guidance to our management. Each of our directors also has sufficient time available to devote to our affairs, is able to work with the other
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members of the Board and contribute to our success and can represent the long-term interests of our stockholders as a whole. We have selected our current directors to provide a range of backgrounds and experience to our Board. Set forth below is biographical information for each director, including a discussion of the director's particular experience, qualifications, attributes or skills that led us to conclude, as of the date of this report, that the individual should serve as a director, in light of our business and structure.
Independent Directors
Alfred F. Hurley, Jr. has been our director since 2019. He has also served as a director of NMFC since 2010 , a director of New Mountain Guardian III BDC, L.L.C. since 2019 and a director of New Mountain Guardian IV BDC, L.L.C and New Mountain Guardian IV Income Fund L.L.C. since 2022. From 2016 to 2020, Mr. Hurley served as a director of The Stars Group Inc., a publicly listed technology gaming company, where he served as Lead Director, Chairman of the Compensation Committee, and as a member of the Audit Committee. Following the closing in May 2020 of the merger between Flutter Entertainment and The Stars Group, Inc., Mr. Hurley joined the board of Flutter Entertainment, where he is currently a member of the Remuneration and Nominating Committees. Since 2017, Mr. Hurley has served as a director of Ligado Networks where he serves as the Voting Proxy for the Fortress Investment Group and is a member of the Audit Committee. Since 2018, Mr. Hurley has served as Chairman of TSI Holdings, Inc. Mr. Hurley is a member of TSI's Audit Committee and is Chairman of the Compensation Committee. Since 2014, Mr. Hurley has been the sole member of a consulting business, Alfred F. Hurley, Jr. & Company, LLC. From 2013 to 2020, Mr. Hurley was a member of the board of directors of Datasite, where he served as Chairman of the Compensation and Human Resources Committee and as a member of the Audit Committee until the sale of the company in December 2020. Furthermore, Mr. Hurley served as Vice Chairman at Emigrant Bank and Emigrant Bancorp (collectively, the "Bank") from 2007 and 2009, respectively, until 2012. He also served as a Consultant to the Bank during 2013. In addition, Mr. Hurley served as Chairman of the Bank's Credit and Risk Management Committee from 2008 to 2012 and as Acting Chief Risk Officer from 2009 to 2012. Before joining the Bank, Mr. Hurley was the Chief Executive Officer of M. Safra & Co., a private money management firm, from 2004 to 2007. Prior to joining M. Safra & Co., Mr. Hurley worked at Merrill Lynch ("ML") from 1976 to 2004. His most recent management positions included serving as Senior Vice President of ML & Co. and Head of Global Private Equity Investing, Managing Director and Head of Japan Investment Banking and Capital Markets, Managing Director and Co-Head of the Global Manufacturing and Services Group, and Managing Director and Head of the Global Automotive Aerospace and Transportation Group. As part of the management duties described above, he was a member of the Corporate and Institutional Client Group ("CICG") Executive Committee which had global responsibility for the firm's equity, debt, investment banking and private equity businesses, a member of the Japan CICG Executive Committee, and a member of the Global Investment Banking Management and Operating Group Committees. Mr. Hurley graduated from Princeton University with an A.B. in History, cum laude.
Mr. Hurley brings his experience in risk management as well as his experience in the banking and money management industries to our Board. This background positions Mr. Hurley well to serve as our director.
Barbara Daniel has been our director since 2023. She has also served as a director of NMFC since 2023. Ms. Daniel is a global media and entertainment executive with over 30 years of experience across strategy, mergers and acquisitions and corporate finance. As Senior Vice President and Head of Corporate Strategy at SiriusXM (Nasdaq: SIRI) since 2015, Ms. Daniel advises the CEO and partners with fellow Executive Leadership Team members to drive the company’s overall corporate strategy and is responsible for M&A and strategic investments. She joined SiriusXM in 2012 as Treasurer. Prior to that, she served as Senior Vice President, Corporate Treasurer at E*TRADE Financial Corporation (Nasdaq: ETFC), an electronic trading platform, and was Chief Financial Officer at CIFC Asset Management LLC, a corporate and structured credit investment firm. Ms. Daniel also previously served as Managing Director, Investment Banking at JP Morgan Chase advising Telecom, Media and Technology start-ups and Fortune 100 companies. Further, she is a Director on the board of SoundCloud and served as the Chairperson of the Audit Committee for ISOS Capital and held a position on the board of SiriusXM Canada. Ms. Daniel holds a BA degree in Economics from William and Mary University and an MBA from Cornell University – S.C. Johnson Graduate School of Management.
Ms. Daniels brings her experience in corporate finance, mergers and acquisitions, risk management and financial reporting to our Board. This background positions Ms. Daniel well to serve as our director.

David Ogens has been our director since 2019. He has also served as a director of NMFC since 2010, a director of New Mountain Guardian III BDC, L.L.C. since 2019 and a director of New Mountain Guardian IV BDC, L.L.C. and New Mountain Guardian IV Income Fund L.L.C. since 2022. From 2019 to 2022, Mr. Ogens served as the CEO and as a Director of HealthBridge LLC. HealthBridge provides remote patient monitoring and chronic care management services for patients with chronic diseases in their home environment. From 2011 to 2019, Mr. Ogens was the President and a Director of Med Inc., a company that provided complex rehabilitation services to patients with serious muscular/neuro diseases. Previously, Mr. Ogens served as Senior Managing Director and Head of Investment Banking at Leerink Swann LLC, a specialized healthcare investment bank focused on emerging growth healthcare companies, from 2005 to 2009. Prior to serving at Leerink Swann
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LLC, Mr. Ogens was Chairman and Co-Founder of SCS Financial Services, LLC, a private wealth management firm. Before co-founding SCS Financial Services, LLC in 2002, Mr. Ogens was a Managing Director in the Investment Banking Division of Goldman, Sachs & Co, where he served as a senior investment banker and a head of the High Technology Investment Banking Group. Mr. Ogens received his A.B. and Master of Business Administration ("M.B.A.") from the University of Virginia.
Mr. Ogens brings his experience in wealth management and investment banking, including experience with debt issuances, as well as industry-specific expertise in the healthcare industry to our Board. This background positions Mr. Ogens well to serve as our director.
John P. Malfettone has been a director of the Company since 2019. Prior to retirement, he has previously served as the Senior Managing Director at Clayton, Dubilier & Rice ("CD&R"), a global private investment firm based in New York that managed over $28 billion of assets representing over 80 companies across a broad range of industries. Mr. Malfettone joined CD&R in 2010; he was a leader of the CD&R's Portfolio Procurement and Portfolio Insurance Programs. He also served as the Chief Compliance Officer. Previously, from 2004 to 2010, Mr. Malfettone served as a Partner, Chief Operating Officer and Chief Compliance Officer at Oak Hill Capital Partners, a leading U.S. based middle market private equity firm focused on core sectors such as consumer, retail and distribution, industrials, media and communications and services. Prior to joining Oak Hill, he worked for 12 years at General Electric Co. (GE) serving numerous roles since 1990, including that of a Managing Director at GE's private equity business. Before GE, Mr. Malfettone started his career at KPMG in 1977 and was a promoted to partner in 1988. Mr. Malfettone has been a CPA since 1978 and earned his Bachelor of Sciences ("B.S.") in Accounting, magna cum laude, from the University of Connecticut.
Mr. Malfettone brings his experience in investment management, including perspectives related to audit and compliance, as well as potential industry-specific expertise related to various portfolio investments to our Board. This background positions Mr. Malfettone well to serve as our director.
Interested Directors
 John R. Kline has been our chief executive officer since January 1, 2023 and our president and chairman of the board of directors since 2019. Mr. Kline has also served as chief executive officer of NMFC, New Mountain Guardian III BDC, L.L.C., New Mountain Guardian IV BDC, L.L.C. and New Mountain Guardian IV Income Fund, L.L.C since January 1, 2023. Mr. Kline also serves as a Managing Director of New Mountain Capital, a director of NMFC since November 2019, the chairman of the board of directors of New Mountain Guardian III BDC, L.L.C. since 2019 and, the chairman of the board of directors of New Mountain Guardian IV BDC, L.L.C. since 2022. He previously served as Chief Operating Officer of the Company and New Mountain Guardian III BDC, L.L.C. from 2019 to February 2022 and of NMFC from 2013 to 2022. Prior to joining New Mountain Capital in 2008, he worked at GSC Group Inc. ("GSC") from 2001 to 2008 as an investment analyst and trader for GSC Group Inc.'s control distressed and corporate credit funds. From 1999 to 2001, Mr. Kline was with Goldman, Sachs & Co. where he worked in the Credit Risk Management and Advisory Group. He currently serves as a director of UniTek Global Services, Inc. Mr. Kline received an A.B. degree in History from Dartmouth College.
Mr. Kline's depth of experience in managerial operational positions in investment management and financial services and as a member of other corporate boards of directors, as well as his intimate knowledge of our business and operations, provides our Board valuable industry- and company-specific knowledge and expertise.
Executive Officers Who Are Not Directors
Joseph W. Hartswell has been our chief compliance officer ("CCO") and corporate secretary since March 4, 2022. Mr. Hartswell has also served as CCO and corporate secretary of NMFC, New Mountain Guardian III BDC, L.L.C. and New Mountain Guardian IV BDC, L.L.C. since March 2022 and of New Mountain Guardian IV Income Fund, L.L.C. since December 2022. Since 2015, Mr. Hartswell has served as a Managing Director and the CCO of New Mountain Capital. Prior to New Mountain Capital, Mr. Hartswell was the CCO for Mount Kellett Capital Management LP, a global investment firm focused on distressed, special situations and opportunistic investing. Prior to joining Mount Kellett, Mr. Hartswell was a Director, Asset Management Financial Services Regulatory Practice for PricewaterhouseCoopers LLP ("PwC") where he assisted with the development of compliance programs for hedge funds, private equity funds, venture capital funds, registered investment companies, separate accounts and business development companies. Prior to PwC, Mr. Hartswell was a Vice President and Deputy Chief Compliance Officer for AIG Investments where he assisted with strategies and operational planning for a global asset manager and its SEC registered investment advisers and served as the designated Chief Compliance Officer for products registered under the Investment Company Act of 1940. Prior to AIG Investments, Mr. Hartswell was a Securities Compliance Examiner for the U.S. Securities and Exchange Commission. Mr. Hartswell holds a B.S. in Finance and International Business from the University of Maryland and is a CFA charterholder.
Kris Corbett has been our Chief Financial Officer and Treasurer since November 27, 2023. Mr. Corbett has also served as Chief Financial Officer and Treasurer of NMFC, New Mountain Guardian IV BDC, L.L.C., New Mountain Guardian IV Income Fund, L.L.C. and New Mountain Guardian III BDC, L.L.C. since November 27, 2023. Mr. Corbett previously served as a Senior Vice President, Controller and Treasurer of both Blackstone Private Credit Fund and Blackstone Secured
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Lending Fund. Prior to joining Blackstone in 2016, Mr. Corbett was a Managing Director at Perella Weinberg Partners where he performed roles in finance, accounting and financial reporting within alternative asset management. Prior to Perella Weinberg Partners, Mr. Corbett held a variety of positions in accounting and financial reporting at King Street Capital Management and Ziff Brothers Investments. He began his career in public accounting at PwC. Mr. Corbett received a Bachelor of Business Administration in Accounting from University of Massachusetts and is a Certified Public Accountant in the state of New York and a CFA charterholder. There is no arrangement or understanding between Mr. Corbett and any other person pursuant to which he was appointed as the Chief Financial Officer and Treasurer.
Laura C. Holson has been our Chief Operating Officer since February 2022. Ms. Holson has also served as Chief Operating Officer of NMFC, New Mountain Guardian III BDC, L.L.C. and New Mountain Guardian IV BDC, L.L.C. since 2022. Ms. Holson also serves as a Managing Director of New Mountain Capital. Ms. Holson joined New Mountain in 2009 as a private equity investment professional and focused on the credit business starting in 2011. From 2017 to 2021, Ms. Holson served as Head of Capital Markets; in this capacity, she managed the Firm's financing activities and relationships across its various product lines. Before joining New Mountain Capital, Ms. Holson worked at Morgan Stanley in the Healthcare investment banking group. Ms. Holson received a B.S. in Economics with concentrations in Finance and Marketing from The Wharton School, University of Pennsylvania, where she graduated magna cum laude.
Adam B. Weinstein has been our executive vice president since 2019. Mr. Weinstein also serves as a Managing Director and CFO of New Mountain Capital and has been in various roles since joining in 2005. Additionally, Mr. Weinstein serves as executive vice president, chief administration officer and director of NMFC and executive vice president of New Mountain Guardian III BDC, L.L.C., New Mountain Guardian IV BDC, L.L.C and New Mountain Guardian IV Income Fund, L.L.C.. Prior to joining New Mountain Capital in 2005, Mr. Weinstein was a Manager at Deloitte & Touche LLP and worked in that firm's merger and acquisition and private equity investor services areas. He also currently serves as a director of Bellerophon Therapeutics Inc., Great Oaks Foundation and Victory Education Partners. Mr. Weinstein sits on a number of boards of directors for professional and non-profit organizations. Mr. Weinstein received his B.S. from Binghamton University, is a member of the AICPA and is a New York State Certified Public Accountant.
Our Board has adopted a Code of Ethics that applies to our executive officers, which forms part of our broader compliance policies and procedures. See Part I—Item 1. Business—Compliance Policies and Procedures. The Board met six times throughout 2023 and acted on various occasions by written consent. All directors then in office attended at least 75% of the aggregate number of meetings of the Board held during the period for which they were a director and of the respective committees on which they served during 2023.
Audit Committee
The audit committee operates pursuant to a charter approved by our Board. The charter sets forth the responsibilities of the audit committee. The audit committee's responsibilities include selecting our independent registered public accounting firm, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of our financial statements, pre-approving the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing our annual financial statements and periodic filings and receiving our audit reports and financial statements. The audit committee has also established guidelines and makes recommendations to our Board regarding the valuation of our investments. The audit committee is responsible for aiding our Board in determining the fair value of debt and equity securities that are not publicly traded or for which current market values are not readily available. The Board and the audit committee may utilize the services of nationally recognized third-party valuation firms to help determine the fair value of material assets. The audit committee is composed of Messrs. Hurley, Ogens and Malfettone and Ms. Daniel, each of whom is not an interested person of the Company for purposes of the 1940 Act. John P. Malfettone serves as the chairman of the audit committee. Our Board has determined that Alfred F. Hurley, Jr., Barbara Daniel, David Ogens and John P. Malfettone are "audit committee financial experts" as that term is defined under Item 407 of Regulation S-K, as promulgated under the Exchange Act. All audit committee members meet the current independence and experience requirements of Rule 10A-3 of the Exchange Act.
Code of Ethics
We and the Investment Adviser have adopted the Code of Ethics and the Adviser's Code of Ethics, each of which establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the Code of Ethics and/or Adviser's Code of Ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by us so long as such investments are made in accordance with the Code of Ethics' or the Adviser's Code of Ethics' requirements, as applicable. You may read the Code of Ethics on the SEC's website at www.sec.gov.
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Nomination of Directors
There have been no material changes to the procedures by which stockholders may recommend nominees to our Board implemented since the filing of Amendment No.1 to our Registration Statement on Form 10.
Insider Trading Policies
We have adopted insider trading policies and procedures governing the purchase, sale, and disposition of the our securities by our officers and directors that are reasonably designed to promote compliance with insider trading laws, rules and regulations.
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Item 11.    Executive Compensation
Compensation of Executive Officers
We do not currently have any employees and do not expect to have any employees. Services necessary for our business, including such services provided by our executive officers, are provided by individuals who are employees of the Investment Adviser, pursuant to the terms of our Investment Management Agreement, or through the Administration Agreement. Therefore, our day-to-day investment operations are managed by the Investment Adviser, and most of the services necessary for the origination and administration of our investment portfolio are provided by investment professionals employed by the Investment Adviser.
None of our executive officers receive direct compensation from us. We will reimburse the Administrator for expenses incurred by it on our behalf in performing its obligations under the Administration Agreement, including the compensation of our Chief Financial Officer and Chief Compliance Officer ("CCO"), and their respective staff. Certain of our executive officers, through their ownership interest in or management positions with the Investment Adviser, may be entitled to a portion of any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of our Investment Management Agreement, less expenses incurred by the Investment Adviser in performing its services under our Investment Management Agreement. The Investment Adviser may pay additional salaries, bonuses, and individual performance awards and/or individual performance bonuses to our executive officers in addition to their ownership interest.
Compensation of Directors
The following table sets forth compensation of our directors for the year ended December 31, 2023.
NameFees Earned or Paid in CashAll Other Compensation(2)Total
Interested Directors(1)
John R. Kline$— $— $— 
Independent Directors
Alice W. Handy(3)$18,417 $— $18,417 
Alfred F. Hurley, Jr.$20,417 $— $20,417 
Barbara Daniel(4)$10,958 $— $10,958 
John P. Malfettone$30,375 $— $30,375 
David Ogens$21,417 $— $21,417 
(1)No compensation will be paid to directors who are "interested persons," as that term is defined in the 1940 Act.
(2)We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors.
(3)Ms. Handy resigned as a director of the Board on April 25, 2023.
(4)On June 27, 2023, Ms.Daniel was appointed as a director of the Board, effective July 1, 2023.
Mr. Malfettone receives an annual retainer of $25,000, payable once per year. Ms. Handy (prior to April 25, 2023), Ms. Daniel (subsequent to July 1, 2023), and Messrs. Hurley and Ogens each receives a pro rata portion of a combined $50,000 annual retainer, payable once per year, if each of them attends at least 75% of board and committee meetings held during the previous year; provided, however, to the extent any of them does not satisfy the foregoing attendance requirement during the previous year, such director will not receive any portion of the $50,000 annual retainer and the retainer will be reapportioned among the other directors who did satisfy the attendance requirement. In addition, Independent Directors receive $625 for each regularly scheduled board meeting and $250 for each special board meeting that they participate in. For this purpose, actions taken by written consent relating to matters that supplement or follow up on items covered at regularly scheduled board meetings are treated as special board meetings. We also reimburse Independent Directors for all reasonable out-of-pocket expenses incurred in connection with participating in each board meeting. For the year ended December 31, 2023, out-of-pocket expenses reimbursed were $999.
With respect to each audit committee meeting not held concurrently with a board meeting, Independent Directors are reimbursed for all reasonable out-of-pocket expenses incurred in connection with participating in such audit committee meeting. In addition, the chairman of the audit committee receives an annual retainer of $1,875, the chairman of the nominating and corporate governance committee receives an annual retainer of $250 and the chairman of the valuation committee receives an annual retainer of $1,250.
Compensation Committee
We currently do not have a compensation committee.
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Compensation Committee Interlocks and Insider Participation
During fiscal year 2023 none of our executive officers served on the board (or a compensation committee thereof or other board committee performing equivalent functions) of any entities that had one or more executive officers serve on our compensation committee or on our Board. No executive officer or member of the Board participated in deliberations of the Board concerning executive officer compensation. No member of the Board had any relationship requiring disclosure under any paragraph of Item 404 of Regulation S-K.
Compensation Committee Report
Currently, we do not compensate any of our executive officers, and as such we are not required to produce a report on executive officer compensation for inclusion in our Annual Report on Form 10-K.
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Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of March 6, 2024, the beneficial ownership of each current director, our executive officers, each person known to us to beneficially own more than 5% of the outstanding shares, and the executive officers and directors as a group. Percentage of beneficial ownership is based on 87,812,771 shares outstanding as of March 6, 2024. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the shares. Ownership information for those persons who beneficially own more than 5% of our shares is based upon filings by such persons with the SEC and other information obtained from such persons, if available. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power over such shares. Unless otherwise indicated, the address of all executive officers and directors is c/o NMF SLF I, Inc., 1633 Broadway, 48th Floor, New York, New York 10019.
NameType of OwnershipNumber of Shares OwnedPercentage
Interested Directors
John R. Kline— — — %
Independent Directors
Alfred F. Hurley, Jr.— — — %
Barbara Daniel— — — %
John P. Malfettone— — — %
David Ogens— — — %
Executive Officers Who Are Not Directors
Joseph W. Hartswell— — — %
Laura C. Holson— — — %
Kris Corbett— — — %
Adam B. Weinstein— — — %
All Directors and Executive Officers as a Group (9 persons)— — — %
Five-Percent Stockholders
UAW Retiree Medical Benefits Trust (solely for the benefit of the GM Separate Retiree Account)(1)Record37,991,503 43.26 %
UAW Retiree Medical Benefits Trust (solely for the benefit of the Ford Separate Retiree Account)(2)Record27,216,653 31.00 %
UAW Retiree Medical Benefits Trust (solely for the benefit of the Chrysler Separate Retiree Account)(3)Record17,533,986 19.97 %
NMF SLF Investments I, L.L.C.(4)Record5,070,629 5.77 %
(1)Based upon information contained in Schedule 13D/A filed July 20, 2023 by UAW Retiree Medical Benefits Trust. UAW Retiree Medical Benefits Trust (solely for the benefit of the GM Separate Retiree Account) is a Michigan trust whose address is 200 Walker Street, Detroit, Michigan 48207.
(2)    Based upon information contained in Schedule 13D/A filed July 20, 2023 by UAW Retiree Medical Benefits Trust. UAW Retiree Medical Benefits Trust (solely for the benefit of the Ford Separate Retiree Account) is a Michigan trust whose address is 200 Walker Street, Detroit, Michigan 48207.
(3)    Based upon information contained in Schedule 13D/A filed July 20, 2023 by UAW Retiree Medical Benefits Trust. UAW Retiree Medical Benefits Trust (solely for the benefit of the Chrysler Separate Retiree Account) is a Michigan trust whose address is 200 Walker Street, Detroit, Michigan 48207.
(4)    NMF SLF Investments I, L.L.C. is a Delaware limited liability company whose address is 1633 Broadway, 48th Floor, New York, New York 10019.
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Item 13.    Certain Relationships and Related Transactions, and Director Independence
Transactions with Related Persons; Review, Approval or Ratification of Transaction with Related Persons
Investment Management Agreement; Administration Agreement
We entered into the Investment Management Agreement with our Investment Adviser pursuant to which we pay management fees to the Investment Adviser, and we entered into the Administration Agreement with the Administrator.
The Board initially approved our Investment Management Agreement and Administration Agreement at the initial board meeting on June 18, 2019. On November 19, 2020 and August 10, 2022, the Board approved the first amended and restated Investment Management Agreement (the "First A&R Investment Management Agreement") and the second amended and restated Investment Management Agreement (the “Second A&R Investment Management Agreement”), respectively, with the Investment Adviser. The Company received unanimous written consent approving the First A&R Investment Management Agreement and the Second A&R Investment Management Agreement from its stockholders. The First A&R Investment Management Agreement and the Second A&R Investment Management Agreement became effective December 13, 2022 and September 26, 2022, respectively.
The Board most recently re-approved each of the Investment Management Agreement and Administration Agreement on January 30, 2024 at an in-person meeting, for a period of 12 months commencing on March 1, 2024. Unless earlier terminated as described below, each of the Investment Management Agreement and the Administration Agreement will remain in effect from year to year if approved annually by (i) the vote of our Board, or by the vote of a majority of our outstanding voting securities, and (ii) the vote of a majority of our Independent Directors. The Investment Management Agreement and Administration Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. Notwithstanding the foregoing, each of the Investment Management Agreement and the Administration Agreement may be terminated at any time, without the payment of any penalty, upon 60 days' written notice, provided, that, such termination will be directed or approved by the vote of a majority of our outstanding voting securities, by the vote of our directors, or by the Investment Adviser or Administrator (as applicable). If the Investment Management Agreement is terminated according to this paragraph, we will pay the Investment Adviser a pro-rated portion of the management fee.
Trademark License Agreement
We have entered into a Trademark License Agreement with New Mountain Capital, pursuant to which New Mountain Capital will agree to grant us a non-exclusive, royalty-free license to use the "NMF" name under the Trademark License Agreement, subject to certain conditions, we, the Investment Adviser and the Administrator will have a right to use the "NMF" name, for so long as the Investment Adviser or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we will have no legal right to the "NMF" name.
Potential Conflicts of Interest
Valuation Matters
Most of our portfolio investments are likely to be made in the form of securities that are not publicly traded. As a result, the Board will determine the fair value of these securities in good faith. In connection with this determination, investment professionals from the Investment Adviser may provide the Board with portfolio company valuations based upon the most recent portfolio company financial statements available and projected financial results of each company in which such portfolio investments are made or the issuers of such portfolio investments (the "Portfolio Companies"). The participation of the Investment Adviser's investment professionals in our valuation process, and the indirect pecuniary interest in the Investment Adviser by a member of the Board, could result in a conflict of interest as the Investment Adviser's management fee are based, in part, on the value of our assets.
Other Fees
The Investment Adviser or its affiliates may from time to time receive compensation from a company in which we hold a portfolio investment, including monitoring fees, financial arranging services, loan administration or servicing, break-up fees, directors' fees and/or other similar advisory fees (collectively, "Transaction Fees"). To the extent the Investment Adviser or its affiliates receive any transaction fees, the base management fee shall be reduced by the allocable portion of such fees attributable to us, as determined pro rata based on the amount of capital committed to the relevant portfolio investment by us, any other funds or accounts managed by the Investment Adviser and its affiliates and/or any account owned or controlled by the Investment Adviser or an affiliate. Transaction fees shall not include any salary, benefits, directors' fees, stock options and other compensation granted or paid by Portfolio Companies to (i) senior advisors for serving in Portfolio Company roles (and New Mountain may reduce the compensation paid by the manager to senior advisors who serve in Portfolio Company roles) or (ii) other New Mountain personnel in respect of services performed in an executive management role at a Portfolio Company during a period in which such other personnel was not an employee of New Mountain.
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Moreover, New Mountain and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on our behalf which will not be subject to the management fee offset or otherwise shared with us, our stockholders and/or the Portfolio Companies. For example, airline travel or hotel stays incurred as Company expenses typically result in "miles" or "points" or credit in loyalty / status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to New Mountain and/or such personnel (and not us, our stockholders and/or the Portfolio Companies) even though the cost of the underlying service is borne by us and/or the Portfolio Companies.
Allocations of Investment Opportunities
The Investment Adviser and its affiliates may also manage other accounts in the future that may have investment mandates that are similar, in whole and in part, to our investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for us and for one or more of those other accounts. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other accounts. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser's allocation procedures.
It is the policy of the Investment Adviser to allocate investment opportunities to us and to any other accounts on a fair and equitable basis, to the extent practicable and in accordance with our or other accounts' applicable investment strategies, over a period of time, in each case, in accordance with the Investment Adviser's allocation policy.
In respect of certain investments where terms other than price are subject to negotiation, we are only able to co-invest with other accounts in accordance with the terms of the exemptive order issued by the SEC on October 8, 2019, as amended on August 30, 2022 (the "Exemptive Order") to the Investment Adviser and certain of its affiliates, which superseded a prior order issued on December 18, 2017, and which requires, among other things, the consent of the Board and the board of any other BDC participating in the transaction.
In particular, we will only be able to participate in co-investment opportunities where in accordance with the terms of the Exemptive Order granted by the SEC or where the only term being negotiated is price. Similarly, we will be restricted in our ability to dispose of certain investments in Portfolio Companies. As a result, we may be forced to forgo certain investment or disposition opportunities that would otherwise be attractive for us to the extent co-investment is not permitted under the 1940 Act.
Where the terms of the Exemptive Order relief granted by the SEC are met, including consent of the Board and the board of any other BDC participating in the transaction, or in respect of investment opportunities where the only term negotiated is price, we may typically invest alongside other accounts in accordance with the terms of the Investment Adviser's allocation policy.
The Investment Adviser has no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, us or other accounts solely because the Investment Adviser or its affiliates purchase or sell the same security for, enters into a transaction on behalf of, or provide an opportunity to, another account or us if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for us or the other account.
Co-Investments
The Investment Adviser and its affiliates may, from time to time, subject to applicable law and conditions of the Investment Adviser's Exemptive Order for co-investment under the 1940 Act, offer one or more stockholders or investors in other accounts and/or other third-party investors the opportunity to co-invest with us in particular investments, including through one or more co-mingled funds designed for co-investment with us. Except as otherwise agreed with any individual stockholders, the Investment Adviser and its affiliates are not obligated to arrange co-investment opportunities, and no stockholders will be obligated to participate in such an opportunity. The Investment Adviser and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to particular stockholders or vehicles in which stockholders participate and may allocate co-investment opportunities instead to investors in other accounts or to third parties. The Investment Adviser or its affiliates may receive fees and/or allocations from co-investors, which may differ as among co-investors (and certain co-investors or co-investment vehicles may not be charged any fees), and also may differ from the fees borne by us.
Allocation of Personnel
The Investment Adviser shall cause its personnel to devote such time as shall be reasonably necessary to conduct our business affairs in an appropriate manner. New Mountain personnel, including those responsible for our affairs, have commitments to, and may work on other projects unrelated to, us, including the other New Mountain products contemplated
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herein. Such personnel may also (i) serve as members of the boards of directors of various public and private companies other than Portfolio Companies and retain fees for such services for such person's own account, (ii) engage in such civic, trade association (or similar organization), industry and charitable activities as such person shall choose, (iii) conduct and manage such person's personal and family investment and related activities and (iv) engage in any other activities not prohibited by the Investment Management Agreement. Conflicts may arise as a result of such other activities and in allocating management time services and functions. The possibility exists that such companies could engage in transactions which would be suitable for us, but in which we might be unable to invest. See also Part I—Item 1A. Risk Factors—RISKS RELATING TO OUR OPERATIONS in this Annual Report on Form 10-K.
Conflicts Related to Portfolio Investments
Officers, employees and senior advisors of New Mountain may serve, and certain stockholders may serve, as directors of certain portfolio investments and, in that capacity, will be required to make decisions that consider the best interests of such portfolio investment and its stockholders. In certain circumstances, for example in situations involving bankruptcy or near-insolvency of a Portfolio Company, actions that may be in the best interest of the portfolio investment may not be in our best interests, and vice versa. Accordingly, in these situations, there will be conflicts of interest between such individual's duties as an officer or employee of New Mountain, or as a stockholder, and such individual's duties as a director of the Portfolio Company. A Portfolio Company may enter into transactions with another Portfolio Company or a portfolio company of another New Mountain product. If an issuer in which the Company and a New Mountain-managed or sponsored fund or other investment vehicle hold different classes of securities encounters financial problems, decisions over the terms of any workout will raise conflicts of interest (including conflicts over proposed waivers and amendments to debt covenants and other terms).
Joint Venture Partners
In certain instances, the Investment Adviser may seek to make portfolio investments involving one or more joint venture partners, and joint venture partners and other third parties may co-invest with us with respect to certain investments. There can be no assurance that New Mountain's relationship with any existing joint venture partners will continue or that suitable joint venture partners will be found with respect to our investments. To the extent a dispute arises between New Mountain and such joint venture partners, our portfolio investments relating thereto may be affected.
Investments by New Mountain Principals and Employees in Us and Other Accounts
The New Mountain principals and employees may choose to personally invest, directly and/or indirectly, in us. Investments by the New Mountain principals and employees in us could incentivize the principals and employees to increase or decrease our risk profile.
Investments in Securities by Adviser Personnel
The New Mountain Code of Ethics places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to New Mountain on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions. The Investment Adviser, its affiliates and their respective employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for us.
Investments in Debt Obligations of Issuers
Issuers of debt obligations in which we invests may agree to pay for some expenses that would otherwise be expenses of the Investment Adviser, including, without limitation, administrative and overhead expenses. While the Investment Adviser will act in a manner consistent with its fiduciary duties to us, payments of such expenses by such issuers may present a conflict of interest.
Allocation of Expenses Among Accounts and Co-Investors
The Investment Adviser seeks to fairly allocate expenses among the accounts, including the Company, and any co-investors. Generally, accounts and co-investors that own an investment share in expenses related to such investment, including expenses originally charged solely to any account. However, it is not always possible or reasonable to allocate or re-allocate expenses to a co-investor, depending upon the circumstances surrounding the applicable investment (including the timing of the investment) and the financial and other terms governing the relationship of the co-investor to the accounts with respect to the investment, and, as a result, there may be occasions where co-investors do not bear a proportionate share of such expenses. In addition, where a potential investment is contemplated but ultimately not consummated, potential co-investors generally will not share in any expenses related to such potential investment, including expenses borne by any account with respect to such potential investment. Similarly, there may be circumstances when New Mountain has considered a potential equity investment in a portfolio company on behalf of an account, has determined not to make such equity investment and a debt investment is eventually made in such portfolio company by us, other New Mountain credit funds or other investment vehicles sponsored by New Mountain. In these circumstances, we, such other New Mountain credit funds or such other vehicles may benefit from
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research by New Mountain's investment team and/or from costs borne by the applicable account in pursuing the potential portfolio investment, but will not be required to reimburse such account for expenses incurred in connection with such investment.
Cross Transactions
To the extent permitted by the 1940 Act, including Rule 17a-7 thereunder, the Investment Adviser may determine that it would be in our best interests and one or more other accounts to transfer a security from one account to another (each such transfer, a "Cross Transaction") for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the accounts, or to reduce transaction costs. If the Investment Adviser decides to engage in a Cross Transaction, the Investment Adviser will determine that the trade is in the best interests of both of the accounts involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those accounts.
Among other things, one or more of our subsidiaries may offer to other accounts participations in and/or assignments or sales of loans (or interests therein) that the subsidiaries have originated or purchased. In the event of such an offer, the price of the participation, assignment or sale will be based on the current market price or readily available market quotation of such loans and ascertained in a manner required by the 1940 Act. Further, the decision by such other accounts to accept or reject the relevant subsidiary's offer will be made by a party independent of the Investment Adviser, such as a loan acquisition committee.
Principal Transactions
To the extent that Cross Transactions may be viewed as principal transactions (as such term is used under the Advisers Act) due to the ownership interest in an account by the Investment Adviser or its personnel, the Investment Adviser will comply with the requirements of Section 206(3) of the Advisers Act. In connection with principal transactions, Cross Transactions, related-party transactions and other transactions and relationships involving potential conflicts of interest, the Investment Adviser will consult with the Board on such Cross Transactions; provided, that the Investment Adviser will not consult with the Board or the stockholders for the sale of a loan to, or the purchase of a loan from, other accounts that are not principal accounts. Cross Transactions may be made when the Investment Adviser determines that it is in our best interests and other accounts to effectuate such trades. The Board may be consulted prior to or contemporaneous with, or subsequent to, the consummation of a Cross Transaction. In no event will any such transaction be entered into unless it complies with applicable law. The Board may be exculpated and indemnified by us.
Proxy Voting Policy
In compliance with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended, (the "Advisers Act"), the Investment Adviser has adopted proxy voting policies and procedures. The general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, "Proxies"), in the best interests of its clients.
Because our investment program primarily involves investing through privately negotiated transactions, the Investment Adviser typically is not presented with traditional Proxy votes.
On the rare occasion we are asked to decide on matters involving voting our ownership interest in a portfolio investment, the Investment Adviser will seek to vote our Proxies in our best interest. It will review on a case-by-case basis each proposal submitted for a stockholder vote to determine its impact on the portfolio securities held by us. Although the Investment Adviser will generally vote against proposals that may have a negative impact on our portfolio securities, it may vote for such a proposal if there exists compelling long-term reasons to do so.
The Proxy voting decisions of the Investment Adviser are made by the senior officers who are responsible for monitoring our investments. To ensure that our vote is not the product of a conflict of interest, we will require that: (a) anyone involved in the decision-making process disclose to our Chief Compliance Office ("CCO") any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a Proxy vote; and (b) employees involved in the decision-making process or vote administration are prohibited from revealing how the Investment Adviser intends to vote on a proposal in order to reduce any attempted influence from interested parties.
The Investment Adviser has identified one potential conflict of interest between our interests and its own arising from its Proxy voting process. From time to time, the Investment Adviser may be in a position where it must vote to approve certain directors' participation on the boards of public companies in which we invest. Since the Investment Adviser's employees are permitted to participate on public company boards (upon notification to, or approval by, our CCO, as applicable) there may be situations where the Investment Adviser has a decision as to whether to vote in favor of, or against, a public company director that is also compensated as an employee. If the Investment Adviser determines that it may have, or is perceived to have, a conflict of interest when voting Proxies, the Investment Adviser will either (i) convene a Proxy voting committee to address conflicts or (ii) refrain from voting when doing so is in our best interest.
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The Investment Adviser Has Different Compensation Arrangements with Other Accounts
The Investment Adviser could be subject to a conflict of interest because varying compensation arrangements among us and other accounts could incentivize the Investment Adviser to manage us and such other accounts differently. These and other differences could make us less profitable to the Investment Adviser than certain other accounts.
Service Providers
The service providers or their affiliates (including any administrators, lenders, brokers, attorneys, consultants, accountants, appraisers, valuation experts, tax advisors, servicers, asset managers and investment banking firms) of us, New Mountain or any of their affiliates, may also provide goods or services to, or have business, personal, political, financial or other relationships with, New Mountain, the Investment Adviser or their affiliates. Such service providers may be investors in us, affiliates of the Investment Adviser and/or sources of investment opportunities and co-investors or counterparties therewith. These relationships may influence the Investment Adviser in deciding whether to select or recommend such a service provider to perform services for us or a Portfolio Company or to have other relationships with New Mountain. Notwithstanding the foregoing, investment transactions for us that require the use of a service provider will generally be allocated to service providers on the basis of best execution, the evaluation of which includes, among other considerations, such service provider's provision of certain investment-related services and research that the Investment Adviser believes to be of benefit to us. Additionally, misconduct by service providers (such as the improper use or disclosure of confidential information which could result in litigation or serious financial harm by limiting our business prospects or future activities), which we may not be able to detect and prevent, could cause significant losses to us.
Our Self-Administration
The Administrator, solely or through the use of any third party sub-administrator, may provide all or any part of fund administration services (including the valuation of our assets) to us. Any costs for providing these services will not be included in the management fee and would be paid separately by us. The Investment Adviser's ability to determine the fund administration fee the Administrator receives from us creates a conflict of interest. The Investment Adviser addresses this conflict by reviewing its fund administration fee as the Investment Adviser believes is appropriate to ensure that it is fair and comparable to equivalent services that could be performed by a non-affiliated third party, at a rate negotiated on an arm's length basis.
Brokerage Arrangements
Depending upon market conditions and the types of financial instruments purchased and sold by us, we may or may not utilize broker-dealers. To the extent that we effect any transaction through a broker-dealer, we may elect to use one or more prime brokers or other broker-dealers for our transactions. We generally do not expect to enter into transactions in which commissions are charged, but in the event of any commission-based transaction, we will attempt to negotiate the lowest available commission rates commensurate with the particular services provided in connection with the transaction. Consequently, we may select broker-dealers that charge a higher commission or fee than another broker-dealer would have charged for effecting the same transaction. The selection of a broker-dealer will be made on the basis of best execution as determined by the Investment Adviser in its sole discretion, taking into consideration a number of factors, which may include, among others, commission rates, reliability, financial responsibility, strength of the broker-dealer and the ability of the broker-dealer to efficiently execute transactions, the broker-dealer's facilities, and the broker-dealer's provision or payment of the costs of research and other services or property that will be of benefit to us, the Investment Adviser, or other accounts to which the Investment Adviser or any of its affiliates provides investment services.
In addition, the Investment Adviser may be influenced in its selection of broker-dealers by their provision of other services, including but not limited to capital introduction, marketing assistance, information technology services, operations and operating equipment and other services or items. Such execution services, research, investment opportunities or other services may be deemed to be "soft dollars." In the event that either of the Investment Adviser enters into "soft dollar" arrangements, it will do so within the "safe harbor" of Section 28(e) of the Commodity Exchange Act, as amended.
Research and Other Soft Dollar Benefits
New Mountain has no written, third party "soft dollar" arrangement with any broker-dealer at present, but it may utilize both third party and proprietary research and cause us or other New Mountain products to pay commissions (or markups or markdowns) higher than those charged by other broker dealers in return for proprietary soft dollar benefits. In so doing, New Mountain has an incentive to select or recommend the broker-dealer based on its interest in receiving research or other products or services because New Mountain would not have to pay for such research or services directly.
We or other New Mountain products may and will bear more or less of the costs of "soft dollar" or other research than other New Mountain products who benefit from such products or services. These research products or services may and will
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also benefit and be used to assist other New Mountain products. In addition, research generated for New Mountain's credit strategy will be used to benefit other New Mountain investment strategies and vice versa.
In the event that New Mountain does enter into a "soft dollar" arrangement, the following policy will apply to New Mountain's "soft dollar" practices:
In selecting a broker for any transaction or series of transactions, New Mountain may consider a number of factors. Where best execution may be obtained from more than one broker, New Mountain may purchase and sell securities through brokers that provide research, statistical and other information, although not all funds may in every instance be the direct beneficiaries of the research services provided. Research furnished by brokers may include, but is not limited to, information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis and analysis of corporate responsibility issues. Such research services are received primarily in the form of written reports, telephone contacts and personal meetings with security analysts.
Outside Statements
The Investment Adviser and its affiliates and employees have made, and may in the future make, oral and written statements or expressions of intent or expectation to investors in us or their affiliates or acknowledge statements by such persons ("Outside Statements") regarding our or New Mountain's activities pertaining thereto. These may include, for example, the anticipated or expected allocation and terms of co-investment opportunities, the anticipated or expected allocation of investment opportunities to us generally and other topics often addressed in legally binding side letters. Although such Outside Statements are not legally binding, such Outside Statements may influence allocation and other decisions of the Investment Adviser and its affiliates and employees with respect to our operations and investment activities and may influence a prospective investor's decision as to whether to invest in us.
The foregoing list of conflicts does not purport to be a complete enumeration or explanation of the actual and potential conflicts involved in an investment in us. Prospective investors should read our offering documents and consult with their own advisors before deciding whether to invest in us. In addition, as our investment program develops and changes over time, an investment in us may be subject to additional and different actual and potential conflicts. Although the various conflicts discussed herein are generally described separately, prospective investors should consider the potential effects of the interplay of multiple conflicts.
Certain Business Relationships
Certain of our current directors and officers are directors or officers of the Investment Adviser.
In the ordinary course of business, we may enter into transactions with Portfolio Companies that may be considered related party transactions. In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment, us, companies controlled by us and our employees and directors. We will not enter into any agreements unless and until we are satisfied that doing so will not raise concerns under the 1940 Act or, if such concerns exist, we have taken appropriate actions to seek board review and approval or exemptive relief for such transaction. Our Board reviews these procedures on a quarterly basis.
We have adopted a Code of Ethics which applies to, among others, our senior officers, including our chief executive officer and chief financial officer, as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual's personal interests and our interests. Pursuant to such Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our CCO.
Director Independence
Pursuant to Section 56 of the 1940 Act, a majority of a BDC's board of directors must be comprised of persons who are not "interested persons," as defined in Section 2(a)(19) of the 1940 Act, of the company or any of its affiliates.
Consistent with these considerations, after review of all relevant transactions and relationships between each director, or any of his or her family members, and us, the Investment Adviser, or of any of their respective affiliates, the Board has determined that Messrs. Hurley, Ogens and Malfettone and Ms. Daniel qualify as Independent Directors. Each director who serves on the audit committee is an Independent Director for purposes of Rule 10A-3 under the Exchange Act.
Indebtedness of Management
None.
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Item 14.    Principal Accountant Fees and Services
The audit committee and the Independent Directors of our Board have selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
Deloitte & Touche LLP has advised us that neither the firm nor any present member or associate of it has any material financial interest, direct or indirect, in us or our affiliates.
Year Ended December 31,
20232022
Audit Fees$315,000 $300,000 
Audit-Related Fees— — 
Tax Fees87,000 62,900 
All Other Fees— — 
Total Fees$402,000 $362,900 
Audit Fees: Audit fees consist of fees billed and accrued for professional services rendered for the audit of our year-end consolidated financial statements and reviews of the condensed financial statements filed with the SEC on Forms 10-K and 10-Q. Audit fees also include fees for the audit opinion rendered regarding the effectiveness of internal control over financial reporting.
Audit-Related Fees: Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees". These services include, among other things, providing comfort letters, consents and review of documents filed with the SEC, as well as attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.
Tax Services Fees: Tax services fees consist of fees billed and accrued for professional tax services. These services also include assistance regarding federal, state, and local tax compliance.
All Other Fees: Other fees would include fees for products and services other than the services reported above.
Pre-Approval Policies
The audit committee has established a pre-approval policy that describes the permitted audit, audit-related, consulting services and other services to be provided by Deloitte & Touche LLP, our independent registered public accounting firm. The policy requires that the audit committee pre-approve the audit, non-audit and consulting services performed by the independent auditors in order to assure that the provision of such services does not impair the auditors' independence.
Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the audit committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the audit committee. However, the audit committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the audit committee at its next scheduled meeting. The audit committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management. The audit committee pre-approved 100% of services described in this policy.
142

PART IV
Item 15.    Exhibits and Financial Statement Schedules
(a)Documents Filed as Part of this Report
The following financial statements are set forth in Item 8:


143

(b)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:
Exhibit Number Description
3.1 
3.2  
4.1 
4.2 
10.1 
10.2 
10.3 
10.4 
10.5 
10.6 
10.7 
10.8 
10.9 
10.10 
10.11 
10.12 
10.13 
10.14 
14.1 
19.1 
21.1 List of Subsidiaries:
     NMF SLF I SPV, L.L.C. (Delaware)
     NMF SLF I Opportunistic SPV, L.L.C. (Delaware)
31.1 
31.2 
32.1 
32.2 
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
144

Exhibit Number Description
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104.0Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)Previously filed in connection with NMF Senior Loan Fund I, Inc.'s (now known as NMF SLF I, Inc.) registration statement on Form 10 (File No. 000-56123) filed on November 22, 2019.
(2)Previously filed in connection with NMF SLF I, Inc.'s annual report on Form 10-K filed on March 27, 2020.
(3)Previously filed in connection with NMF SLF I, Inc.'s current report on Form 8-K filed on December 13, 2020.
(4)Previously filed in connection with NMF SLF I, Inc.'s current report on Form 8-K filed on December 30, 2020.
(5)Previously filed in connection with NMF SLF I, Inc.'s current report on Form 8-K filed on March 25, 2021.
(6)Previously filed in connection with NMF SLF I, Inc.'s current report on Form 8-K filed on July 6, 2021.
(7)Previously filed in connection with NMF SLF I, Inc.'s current report on Form 8-K filed on December 22, 2021.
(8)Previously filed in connection with NMF SLF I, Inc.'s current report on Form 8-K filed on September 29, 2022.
(9)Previously filed in connection with NMF SLF I, Inc.'s current report on Form 8-K filed on August 19, 2022.
(10)Previously filed in connection with NMF SLF I, Inc.'s current report on Form 8-K filed on December 6, 2023.
(11)Previously filed in connection with NMF SLF I, Inc.'s quarterly report on Form 10-Q filed on May 15, 2023.
* Filed herewith.
Item 16.    Form 10-K Summary
None.
145

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 6, 2024.
 NMF SLF I, Inc.
 By:/s/ JOHN R. KLINE
John R. Kline
 President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURETITLEDATE
    
By:/s/ JOHN R. KLINEPresident, Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of DirectorsMarch 6, 2024
John R. Kline
By:/s/ KRIS CORBETTChief Financial Officer and Treasurer (Principal Financial and Accounting Officer)March 6, 2024
Kris Corbett
By:/s/ BARBARA DANIELDirectorMarch 6, 2024
Barbara Daniel
By:/s/ ALFRED F. HURLEY, JR.DirectorMarch 6, 2024
Alfred F. Hurley, Jr.
By:/s/ JOHN P. MALFETTONEDirectorMarch 6, 2024
John P. Malfettone
By:/s/ DAVID OGENSDirectorMarch 6, 2024
David Ogens
146
EX-10.14 2 wells-newmountainslfixam.htm EX-10.14 wells-newmountainslfixam
EXECUTION VERSION USActive 60082725.4 AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT, (this “Amendment”) dated as of December 1, 2023 (the “Amendment Date”), among NMF SLF I SPV, L.L.C., a Delaware limited liability company (the “Borrower”), NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C., a Delaware limited liability company (the “Collateral Manager”), NMF SLF I, INC., a Maryland Corporation (the “Equityholder”) and (the “Seller”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent (the “Administrative Agent”) and as a lender (the “Lender”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the collateral custodian (the “Collateral Custodian”). WHEREAS, the Borrower, the Collateral Manager, the Equityholder, the Seller, the Administrative Agent, the Lender, the other lenders party from time to time thereto and the Collateral Custodian, are parties to the Loan and Security Agreement, dated as of December 23, 2020 (as amended from time to time prior to the date hereof, the “LSA”), providing, among other things, for the making and the administration of the Advances by the lenders to the Borrower; WHEREAS, the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Lender desire to add Wells Fargo Bank, National Association as the swingline lender (the “Swingline Lender”) to make swingline advances; and WHEREAS, the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Lender desire to amend the LSA in accordance with Section 12.1 thereof and subject to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I Definitions SECTION 1.1. Defined Terms. Terms used but not defined herein have the respective meanings given to such terms in the LSA. ARTICLE II Amendments SECTION 2.1. As of the date of this Amendment, the Loan and Security Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the LSA attached as Appendix A hereto. USActive 60082725.4 2 ARTICLE III Representations and Warranties SECTION 3.1. The Borrower and the Collateral Manager hereby represent and warrant to the Administrative Agent and the Lender that, as of the date first written above, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower and the Collateral Manager contained in the LSA are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date). ARTICLE IV Conditions Precedent SECTION 4.1. This Amendment shall become effective as of the date first written above so long as the following conditions are satisfied: (a) the execution and delivery of this Amendment by each party hereto; (b) the Administrative Agent’s receipt of a legal opinion of Dechert LLP counsel to the Borrower in form and substance reasonably satisfactory to the Administrative Agent covering such matters as the Administrative Agent may reasonably request; (c) the Administrative Agent’s receipt of a good standing certificate of the Borrower and the Collateral Manager issued by Secretary of State of the State of Delaware and a certified copy of the resolutions of the board of directors of the Collateral Manager approving this Amendment and the transactions contemplated hereby, certified by an authorized officer (or similar) of the Equityholder; and (d) the Borrower shall have paid to the Administrative Agent, in immediately available funds for its own account, any fees (including reasonable and documented fees, disbursements and other charges of counsel to the Administrative Agent) to be received on the date hereof. ARTICLE V Miscellaneous SECTION 5.1. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 5.2. Severability Clause In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. USActive 60082725.4 3 SECTION 5.3. Ratification Except as expressly amended hereby, the LSA is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the LSA for all purposes. SECTION 5.4. Counterparts The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof. This Amendment shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings. SECTION 5.5. Headings The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. SECTION 5.6. Collateral Custodian Direction. By its execution hereof the Administrative Agent hereby authorizes and directs the Collateral Custodian to execute and deliver this Amendment on the date hereof, acknowledges and agrees that the Collateral Custodian shall be fully protected in relying upon the foregoing consent and direction and hereby releases the Collateral Custodian from any liability in complying with such direction. In executing and delivering this Amendment, the Collateral Custodian shall be afforded all of the rights, privileges, immunities and indemnities afforded to it under the LSA as if such rights, privileges, immunities and indemnities were set forth herein; provided that such rights, privileges, immunities and indemnities shall be in addition to, and not in limitation of, any such rights, privileges, immunities and indemnities set forth in this Amendment. [Signature Page to Amendment No. 3 to Loan and Security Agreement (SLF I)] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above. NMF SLF I SPV, L.L.C. By: New Mountain Finance Advisers BDC, L.L.C., its Manager, as the Borrower By: ____________________________________ Name: Laura C. Holson Title: COO DocuSign Envelope ID: EBCC2EAC-CB5F-4C0B-809F-C514AB571E48


 
[Signature Page to Amendment No. 3 to Loan and Security Agreement (SLF I)] NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C., as Collateral Manager By: ____________________________________ Name: Laura C. Holson Title: COO and Managing Director DocuSign Envelope ID: EBCC2EAC-CB5F-4C0B-809F-C514AB571E48 [Signature Page to Amendment No. 3 to Loan and Security Agreement (SLF I)] NMF SLF I, INC., as the Equityholder and as the Seller By: ____________________________________ Name: Laura C. Holson Title: COO DocuSign Envelope ID: EBCC2EAC-CB5F-4C0B-809F-C514AB571E48 [Signature Page to Amendment No. 3 to Loan and Security Agreement (SLF I)] WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent By: __________________________________ Name: Title: R. Beale Pope Managing Director [Signature Page to Amendment No. 3 to Loan and Security Agreement (SLF I)] WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: __________________________________ Name: Title: R. Beale Pope Managing Director


 
[Signature Page to Amendment No. 3 to Loan and Security Agreement (SLF I)] WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Swingline Lender By: __________________________________ Name: Title: R. Beale Pope Managing Director [Signature Page to Amendment No. 3 to Loan and Security Agreement (SLF I)] WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Custodian By: Computershare Trust Company, N.A., as its attorney-in-fact By: __________________________________ Name: Title: APPENDIX A EXECUTION VERSION CONFORMED THROUGH SECONDTHIRD AMENDMENT DATED APRIL 28DECEMBER 1, 2023 Up To U.S. $450,000,000600,000,000 LOAN AND SECURITY AGREEMENT by and among NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C., as the Collateral Manager NMF SLF I SPV, L.L.C., as the Borrower NMF SLF I, INC., as the Equityholder and as the Seller EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as the Lenders WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Swingline Lender WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Custodian Dated as of December 23, 2020 USActive 55525956.1255525956.15


 
TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 2 Section 1.1. Certain Defined Terms. 2 Section 1.2. Other Terms. 46 Section 1.3. Computation of Time Periods. 46 Section 1.4. Interpretation. 46 ARTICLE II. THE FACILITY 48 Section 2.1. Advances. 48 Section 2.2. Procedures for Advances by the Lenders. 49 Section 2.3. Reduction of the Facility Amount; Optional Repayments. 5051 Section 2.4. Determination of Interest and Non-Usage Fee. 5152 Section 2.5. [Reserved]. 5152 Section 2.6. Principal Repayments. 5152 Section 2.7. Settlement Procedures. 52 Section 2.8. Alternate Settlement Procedures. 5455 Section 2.9. Collections and Allocations. 5556 Section 2.10. Payments, Computations, Etc. 57 Section 2.11. Fees. 5758 Section 2.12. Increased Costs; Capital Adequacy; Illegality. 58 Section 2.13. Taxes. 60 Section 2.14. Discretionary Sales. 64 Section 2.15. Assignment of the Sale Agreement. 65 Section 2.16. Defaulting Lenders. 65 Section 2.17. Refunding of Swingline Advances. 67 ARTICLE III. CONDITIONS TO CLOSING AND ADVANCES 6568 Section 3.1. Conditions to Closing and Initial Advance. 6568 Section 3.2. Conditions Precedent to All Advances and Reinvestments. 6770 Section 3.3. Custodianship; Transfer of Loans and Permitted Investments. 6972 ARTICLE IV. REPRESENTATIONS AND WARRANTIES 7073 Section 4.1. Representations and Warranties of the Borrower. 7073 i USActive 55525956.1255525956.15 TABLE OF CONTENTS (continued) Page Section 4.2. Representations and Warranties of the Borrower Relating to the Agreement and the Collateral. 7982 Section 4.3. Representations and Warranties of the Collateral Manager. 8083 Section 4.4. Representations and Warranties of the Collateral Custodian. 8386 Section 4.5. Representations and Warranties of the Seller. 8487 ARTICLE V. GENERAL COVENANTS 8488 Section 5.1. Affirmative Covenants of the Borrower. 8488 Section 5.2. Negative Covenants of the Borrower. 9093 Section 5.3. Affirmative Covenants of the Collateral Manager. 9296 Section 5.4. Negative Covenants of the Collateral Manager. 9699 Section 5.5. Affirmative Covenants of the Collateral Custodian. 97101 Section 5.6. Negative Covenants of the Collateral Custodian. 97101 Section 5.7. Covenants of the Seller and the Equityholder. 97101 ARTICLE VI. COLLATERAL MANAGEMENT 98103 Section 6.1. Designation of the Collateral Manager. 98103 Section 6.2. Duties of the Collateral Manager. 98103 Section 6.3. Authorization of the Collateral Manager. 100105 Section 6.4. Collection of Payments; Accounts. 100105 Section 6.5. Realization Upon Defaulted or Delinquent Loans. 102106 Section 6.6. [Reserved]. 102107 Section 6.7. Payment of Certain Expenses by Collateral Manager. 102107 Section 6.8. Reports. 102107 Section 6.9. Annual Statement as to Compliance. 103108 Section 6.10. The Collateral Manager Not to Resign. 104108 Section 6.11. Collateral Manager Defaults. 104109 ARTICLE VII. THE COLLATERAL CUSTODIAN 104109 Section 7.1. Designation of Collateral Custodian. 104109 Section 7.2. Duties of Collateral Custodian. 105109 Section 7.3. Merger or Consolidation. 108112 Section 7.4. Collateral Custodian Compensation. 108112 ii USActive 55525956.1255525956.15 TABLE OF CONTENTS (continued) Page Section 7.5. Collateral Custodian Removal. 108113 Section 7.6. Limitation on Liability. 108113 Section 7.7. Resignation of the Collateral Custodian. 110114 Section 7.8. Release of Documents. 110115 Section 7.9. Return of Underlying Instruments. 111115 Section 7.10. Access to Certain Documentation and Information Regarding the Collateral; Audits. 111116 ARTICLE VIII. SECURITY INTEREST 112116 Section 8.1. Grant of Security Interest. 112116 Section 8.2. Release of Lien on Collateral. 113117 Section 8.3. Further Assurances. 113118 Section 8.4. Remedies. 113118 Section 8.5. Waiver of Certain Laws. 114119 Section 8.6. Power of Attorney. 115119 ARTICLE IX. EVENTS OF DEFAULT 115120 Section 9.1. Events of Default. 115120 Section 9.2. Remedies. 117122 ARTICLE X. INDEMNIFICATION 118123 Section 10.1. Indemnities by the Borrower. 118123 Section 10.2. Indemnities by the Collateral Manager. 121126 Section 10.3. Taxes. 122127 ARTICLE XI. THE ADMINISTRATIVE AGENT 122127 Section 11.1. Appointment. 122127 Section 11.2. Standard of Care; Exculpatory Provisions. 123128 Section 11.3. Administrative Agent’s Reliance, Etc. 124129 Section 11.4. Credit Decision with Respect to the Administrative Agent. 124129 Section 11.5. Indemnification of the Administrative Agent. 125129 Section 11.6. Successor Administrative Agent. 125130 Section 11.7. Delegation of Duties. 126130 Section 11.8. Payments by the Administrative Agent. 126131 iii USActive 55525956.1255525956.15 TABLE OF CONTENTS (continued) Page Section 11.9. Collateral Matters. 126131 Section 11.10. Erroneous Payments. 127131 ARTICLE XII. MISCELLANEOUS 129133 Section 12.1. Amendments and Waivers. 129133 Section 12.2. Notices, Etc. 130135 Section 12.3. Ratable Payments. 130135 Section 12.4. No Waiver; Remedies. 130135 Section 12.5. Binding Effect; Benefit of Agreement. 131135 Section 12.6. Term of this Agreement. 131136 Section 12.7. Governing Law; Waiver of Jury Trial. 131136 Section 12.8. Consent to Jurisdiction; Waiver of Objection to Venue; Waivers. 131136 Section 12.9. Costs and Expenses. 132137 Section 12.10. No Proceedings. 132137 Section 12.11. Recourse Against Certain Parties. 133137 Section 12.12. Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances. 134139 Section 12.13. Confidentiality. 135140 Section 12.14. Execution in Counterparts; Severability; Integration. 136141 Section 12.15. Waiver of Setoff. 137142 Section 12.16. Status of Lenders; Assignments by the Lenders. 137142 Section 12.17. Heading and Exhibits. 139143 Section 12.18. Intent of the Parties. 139144 Section 12.19. Recognition of the U.S. Special Resolution Regimes. 139144 iv USActive 55525956.1255525956.15


 
LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of December 23, 2020, by and among: NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C., a Delaware limited liability company, as the collateral manager (together with its successors and assigns in such capacity, the “Collateral Manager”); NMF SLF I SPV, L.L.C., a Delaware limited liability company, as the borrower (the “Borrower”); NMF SLF I, INC., a Maryland corporation, as the equityholder (the “Equityholder”) and as the seller (the “Seller”); EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO (together with its respective successors and assigns in such capacity, each a “Lender”, collectively, the “Lenders”); WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as swingline lender (together with its successors and assigns in such capacity, the “Swingline Lender”); WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the administrative agent hereunder (together with its successors and assigns in such capacity, the “Administrative Agent”); and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), not in its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”). R E C I T A L S WHEREAS, the Borrower has requested that the Lenders provide Commitments and make Advances (each as defined below) from time to time prior to the Revolving Period End Date (as defined below) for the general business purposes of the Borrower; WHEREAS, the Borrower has requested that the Collateral Manager act as the collateral manager of the Borrower and manage the Collateral (as defined below); WHEREAS, the Borrower and the Lenders have requested the Collateral Custodian to act as Collateral Custodian hereunder, with all covenants and agreements made by the Borrower herein being for the benefit and security of the Secured Parties; and the Collateral Custodian is willing to accept the trusts created hereby; and USActive 55525956.1255525956.15 Lender, the Administrative Agent or the Collateral Custodian, any Approved Broker Dealer or Approved Valuation Firm, accountants, agents and counsel of any of the foregoing for reasonable fees and expenses or any other Person in respect of any other reasonable fees, expenses, or other payments (including indemnification payments). “Advance”: The meaning specified in Section 2.1(aEach funding by the Lenders (including the Swingline Lender) hereunder (including each Loan Advance, Swingline Advance and each advance made for the purpose of refunding the Swingline Lender for any Swingline Advance made pursuant to Section 2.17). “Advance Date”: With respect to any Advance, the date on which such Advance is made. “Advance Rate”: With respect to (a) any Broadly Syndicated Loan, 65%, (b) any Middle Market Loan, 60%, (c) any Recurring Revenue Loan, 50%, and (d) any Second Lien Loan, 25%. “Advances Outstanding”: On any day, the aggregate principal amount of all Advances outstanding on such day, after giving effect to all repayments of Advances and the making of new Advances on such day. “Affected Party”: The Administrative Agent, each Lender, all assignees and participants of each Lender and any sub-agent of the Administrative Agent. “Affiliate”: With respect to a Person, means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person, or is a director or officer of such Person; provided that, for purposes of determining whether any Loan is an Eligible Loan or any Obligor is an Eligible Obligor, the term Affiliate shall not include any Affiliate relationship which may exist solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor. For purposes of this definition, “control,” when used with respect to any specified Person means the possession, directly or indirectly, of the power to vote 20% or more of the voting securities of such Person or to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. “Aggregate Adjusted Balance”: On any date of determination, the sum of the Adjusted Balances of all Eligible Loans on such date. “Aggregate OLB”: On any date of determination, the sum of the OLBs of all Eligible Loans on such date. “Aggregate Unfunded Exposure Amount”: On any date of determination, the sum of the Unfunded Exposure Amounts of all Loans included in the Collateral. “Agreement”: The meaning specified in the Preamble. “Anti-Corruption Laws”: (a) theThe U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other anti-bribery or USActive 55525956.1255525956.15 3 anti-corruption laws, regulations or ordinances in any jurisdiction in which the Borrower, the Collateral Manager, the Equityholder, the Seller or any of their respective Subsidiaries is located or doing business. “Anti-Money Laundering Laws”: Applicable Laws in any jurisdiction in which the Borrower, the Collateral Manager, the Equityholder, the Seller or any of their respective Subsidiaries is located or doing business that relates to money laundering or terrorism financing, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto. “Applicable Law”: For any Person or property of such Person, all existing and future laws, rules, regulations (including proposed, temporary and final tax regulations), statutes, treaties, codes, ordinances, permits, certificates, licenses and orders of, and interpretations by, any Governmental Authority which are applicable to such Person or property (including, without limitation, predatory lending laws, usury laws, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Federal Truth in Lending Act, and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System), and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction. “Applicable Spread”: A rate per annum equal to the percentage determined in accordance with the following formula, rounded to four decimal places: Applicable Spread = (ASB x PercentageB) + (ASO x PercentageO) where: ASB = 1.70%; ASO = 2.20%; PercentageB = Average AB / Average AAgg; PercentageO = Average AO / Average AAgg; Average AB = (the aggregate Adjusted Balance of all Broadly Syndicated Loans on the first day of the related Accrual Period + the aggregate Adjusted Balance of all Broadly Syndicated Loans on the last day of the related Accrual Period) / 2; Average AO = (the aggregate Adjusted Balance of all Loans other than Broadly Syndicated Loans on the first day of the related Accrual Period + the aggregate Adjusted Balance of all Loans other than Broadly Syndicated Loans on the last day of the related Accrual Period) / 2; and Average AAgg = Average AB + Average AO;2.40%; provided that the “Applicable Spread” shall be 3.354.00% after the USActive 55525956.1255525956.15 4 occurrence and during the continuance of an Event of Default. “Approval Notice”: A notice substantially in the form of Exhibit A-5 attached hereto, executed by the Administrative Agent, evidencing the approval of the Administrative Agent, in its sole discretion in accordance with clause (B) of the definition of “Eligible Loan”, of the Loans to be added to the Collateral. “Approved Broker Dealer”: (a) Each broker dealer listed on part I of Schedule II hereto and (b) any other financial institution designated as an “Approved Broker Dealer” by the Collateral Manager and reasonably acceptable to the Administrative Agent. “Approved Valuation Firm”: (a) Each valuation firm listed on part II of Schedule II hereto and (b) any other financial institution designated as an “Approved Valuation Firm” by the Collateral Manager and reasonably acceptable to the Administrative Agent. “Asset Rejection Percentage”: The ratio of (a)(i) the number of Partially Eligible Loans submitted by the Borrower to the Administrative Agent to be included in the Collateral which are rejected by the Administrative Agent pursuant to clause (B) of the definition of “Eligible Loan” plus (ii) the number of Eligible Loans which are given an Assigned Value of less than 50% of their respective Purchase Price by the Administrative Agent pursuant to clause (a)(iii) of the definition of “Assigned Value” to (b) the total number of Partially Eligible Loans submitted by the Borrower to the Administrative Agent to be included in the Collateral; provided that, until fifteen (15) Partially Eligible Loans have been submitted to the Administrative Agent by the Borrower, the Asset Rejection Percentage shall be zero. “Assigned Value”: (a) With respect to any Loan as of any date of determination and subject to the following clauses (b) through (fg), the lowest of (i) 100%, (ii) the Purchase Price with respect to such Loan and (iii) the value (expressed as a percentage of par) of such Loan as determined by the Administrative Agent in its sole discretion. For the avoidance of doubt, other than pursuant to clauses (d) and (g) of the definition hereof, the “Assigned Value” of any Loan may not subsequently be adjusted absent a Value Adjustment Event with respect to such Loan or pursuant to the last paragraph of this definition of “Assigned Value”. (b) [Reserved]. (c) If a Value Adjustment Event of the type described in clause (a) of the definition thereof with respect to such Loan occurs, the “Assigned Value” of such Loan may be amended by the Administrative Agent in its sole discretion; provided that (x) with respect to any Broadly Syndicated Loan, the Administrative Agent shall not adjust the Assigned Value to a value lower than the lower of (Ai) the Market Value of such Loan on such date and (Bii) the Initial Assigned Value with respect to such Loan on such date and (y) with respect to any other type of Loan (but excludingother than a Recurring Revenue Loans) and solely with respect to the occurrence of a Value Adjustment Event of the type described in clause (a) of the definition thereof with respect to such Loan, immediately after giving effect to any such USActive 55525956.1255525956.15 5


 
USActive 55525956.1255525956.15 6 Total Leverage Ratio Minimum Facility Attachment Ratio Minimum Facility Attachment Ratio Greater than or equal to 5.00 and less than 6.00x Less than 5.00x 2.70x Facility Attachment Ratio as of the date of acquisition of such Loan Greater than or equal to 5.00 and less than 6.00x First Lien Loans Facility Attachment Ratio as of the date of acquisition of such Loan less 0.25x Greater than or equal to 6.00 and less than 7.00x Less than 4.25x Greater than or equal to 6.00 and less than 7.00x 2.60x Facility Attachment Ratio as of the date of acquisition of such Loan less 0.50x Greater than or equal to 7.00x 2.90x 0.00x Greater than or equal to 7.00 and less than 8.00x Designated Loans 2.40x Total Leverage Ratio Minimum Facility Attachment Ratio reevaluation,Loan), the Administrative Agent shall not adjust the Assigned Value shall not beto a value lower than the lower of (1i) the Initial Assigned Value ofwith respect to such Loan on such date and (2ii) such value that would result in the Facility Attachment Ratio for such Loan being equal to or lower than the “Minimum Facility Attachment Ratio” specified therefor in accordance with the grids below: Greater than or equal to 8.00x Less than 6.00x Greater than or equal to 4.25 and less than 5.00x Lesser of (x) the Facility Attachment Ratio as of the date of acquisition of such Loan and (y) 2.00x 0.00x Net Senior Leverage Ratio Greater than or equal to 6.00x 0.00x 2.80x (d) InAt any time, the event that aBorrower may request a revaluation of any Loan (other than a Loan subject to an ongoing Value Adjustment Event results in the reduction of the) with an Assigned Value of any Eligible Loan and, subsequent to such reduction, either (i) the Net Senior Leverage Ratio (inless than 100%, and the Administrative Agent may, in its sole discretion, adjust the Assigned Value of such Loan to the lesser of (i) the Administrative Agent’s discretionary Assigned Value (which for the caseavoidance of any Value Adjustment Event pursuant to clause (a)(i) ofdoubt, may not be less than the existing Assigned Value with respect to such definition),Loan) and (ii) the Cash Interest Coverage Ratio (100%; provided that, in connection with any Value Adjustment Event pursuant to clause (b) of such definition), (iii)such adjustment and with notice to the Borrower, the Total Leverage Ratio (in the case of any Value Second Lien Loans Adjustment Event pursuant to clause (a)(ii) of such definition) or (iv) all of the Net Senior Leverage Ratio,Administrative Agent may, in its sole discretion, reset the Original Cash Interest Coverage Ratio and, the Original Total Leverage Ratio (in the case of any Value Adjustment Event pursuant to clauses (a) and (b) of such definition) is or are improved to the applicable levels reported on the Purchase Date of such Loan, then on any Business Day the Borrower may, by written notice to the Administrative Agent, request that the Assigned Value of such Loan be re-determined by the Administrative Agent in its sole discretion in accordance with terms of the definition of “Assigned Value” in this Section 1.1;and the Original Net Senior Leverage Ratio for such Loan. (e) The Assigned Value shall be zero for any Loan that is not an Eligible Loan; . (f) The Assigned Value shall be zero for any Loan subject to mandatory repurchase by the Seller under the Sale Agreement; and. (g) the Assigned Value shall be zero for any Ramp-up Participation Interest which is not converted to a full assignment within sixty (60) days after the execution and delivery of the Master Participation Agreement pursuant to which such Ramp-up Participation Interest has been conveyed (or such longer period to which the Administrative Agent has provided its agreement in its sole discretion) (g) After the occurrence or during the continuance of a Value Adjustment Event, the Borrower may request (or the Administrative Agent may apply absent such a request from the Borrower) an increase in the Assigned Value up to the Initial Assigned Value with respect to such Loan. Any Assigned Value determined hereunder with respect to any Loan on any date after the date such Loan is transferred to the Borrower shall be communicated by the Administrative Agent to the Borrower, the Collateral Manager, the Collateral Custodian and the Lenders. “Availability”: As of any day, an amount equal to the excess, if any, of (i) the Borrowing Base minus (ii) the Advances Outstanding on such day; provided that at all times on and after the earliest to occur of the Revolving Period End Date, the Revolving Period Termination Date and the Termination Date, the Availability shall be zero. “Available Funds”: With respect to any Payment Date, all amounts on deposit in the Collection Account (including, without limitation, any Collections) as of the last day of the related Collection Period. “Bankruptcy Code”: The United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from time to time. “Base Rate”: For any day, the rate per annum (rounded upward, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Federal Funds Rate in effect on such day plus 0.50% and (b) the Prime Rate in effect on such day. USActive 55525956.1255525956.15 7 “Benchmark”: Initially, Daily Simple SOFR; provided that if a Benchmark Transition Event with respect to Daily Simple SOFR has occurred, then “Benchmark” means with respect to the Obligations, interest, fees, commissions or other amounts payable, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 12.1(a). “Benchmark Replacement”: With respect to any Benchmark Transition Event, the sum of with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the Benchmark, giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to such Benchmark for syndicated credit facilities and (b) the related Benchmark Replacement Adjustment, if any; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for purposes of this Agreement and the other Transaction Documents. “Benchmark Replacement Adjustment”: With respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time. “Benchmark Replacement Date”: The earlier to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark; or (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication USActive 55525956.1255525956.15 8 the Collateral Manager under the Transaction Documents for a period of 30 days after the final such appeal; (i) any failure by the Collateral Manager to make any payment, transfer or deposit into the Collection Account as required by this Agreement which continues unremedied for a period of two (2) Business Days; (j) the failure of the Collateral Manager to make any payment when due (after giving effect to any related grace period) with respect to any recourse debt which debt is in excess of United States $15,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such recourse debt; (k) the occurrence or existence of any change with respect to the Collateral Manager which the Administrative Agent in its sole discretion determines has a Material Adverse Effect; (l) any Change of Control described in clause (d) of the definition thereof occurs; (m) any failure by the Collateral Manager to deliver any Required Reports hereunder on or before the date occurring two (2) Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement; (n) the rendering against the Collateral Manager of one or more final judgments, decrees or orders for the payment of money in excess of United States $15,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than sixty (60) consecutive days without a stay of execution; or (o) the Equityholder shall fail to maintain at least $14,000,00020,000,000 of unencumbered liquidity (calculated as the sum (without duplication) of (i) cash or cash equivalents, (ii) assets which satisfy the criteria set forth in the definition of Eligible Loans (other than clauses (A) and (B) and except that they are owned by the Equityholder or an Affiliate thereof instead of the Borrower), (iii) committed, undrawn equity capital, (iv) uncalled capital commitments that are in excess of any indebtedness incurred under a subscription facility, in each case which are not subject to any Liens (other than all asset liens or liens in favor of a subscription facility lender) or which otherwise would be considered available for general corporate purposes in the reasonable determination of the Collateral Manager and (v) the Availability). “Collateral Manager Termination Notice”: The meaning specified in Section 6.11 “Collection Account”: Collectively, the Interest Collection Account and the Principal Collection Account. “Collection Period”: With respect to the first Payment Date, the period from and including the Closing Date to and including the Determination Date immediately preceding the first Payment Date; and thereafter, the period from but excluding the Determination Date USActive 55525956.1255525956.15 14


 
immediately preceding the previous Payment Date to and including the Determination Date immediately preceding the current Payment Date (or, in the case of the final Payment Date, to and including such Payment Date). “Collections”: All cash collections and other cash proceeds of any Collateral, including, without limitation or duplication, any Interest Collections, Principal Collections, collections on Permitted Investments or other amounts received in respect thereof (but excluding any Excluded Amounts). “Commitment”: With respect to each Lender, the commitment of such Lender to make Advances in accordance herewith in an amount up to (a) prior to the earlier to occur of the Revolving Period End Date or the Termination Date, the dollar amount set forth opposite such Lender’s name on Annex B hereto or the amount set forth as such Lender’s “Commitment” on Schedule I to the Joinder Supplement relating to such Lender, as such amounts may be reduced, increased or assigned from time to time pursuant to the terms of this Agreement, and (b) on or after the earlier to occur of the Revolving Period End Date or the Termination Date, zero. “Commitment Reduction Fee”: With respect to any reduction of the Facility Amount pursuant to Section 2.3(a), an amount equal to the product of (i) the amount of such reduction multiplied by (ii) the applicable Commitment Reduction Percentage. “Commitment Reduction Percentage”: On any date (a) on or prior to the second anniversary of the Third Amendment Closing Date, the Asset Rejection Percentage is less than or equal to 50%, and (i) if such date is on or prior to the first anniversary of the Third Amendment Closing Date, 2.00% or (ii) if such date is after the first anniversary of the Third Amendment Closing Date, a percentage equal to the product of (x) the number of days remaining until the two-year anniversary of the Third Amendment Closing Date divided by 365 and (y) 1.00% and (b) where either the Asset Rejection Percentage is greater than 50% or such date is after the second anniversary of the Third Amendment Closing Date, zero percent. “Conforming Changes”: With respect to the use or administration of Daily Simple SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Accrual Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.12 and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with the Borrower) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents). USActive 55525956.1255525956.15 15 “Connection Income Taxes”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “Contractual Obligation”: With respect to any Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or to which either is subject. “Control”: The possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlled Group”: (a) The controlled group of corporations as defined in Section 414(b) of the Internal Revenue Code; or (b) the group of trades or businesses under common control as defined in Section 414(c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code), in each case of which the applicable Borrower is a member. “Corporate Trust Office”: The designated corporate trust office of the Collateral Custodian specified on Annex A or such other address within the United States as the Collateral Custodian may designate from time to time by notice to the Administrative Agent. “Covenant Compliance Period”: The period beginning on the Closing Date and ending on the date on which all Commitments have been terminated and the Obligations have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted). “Covered Party”: Any Secured Party that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b). “Credit and Collection Policy”: The written credit policies and procedures manual of the Collateral Manager set forth on Schedule IV, as such credit and collection policy may be as amended or supplemented from time to time in accordance with Section 5.1(h). “Daily Simple SOFR”: For any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “SOFR Determination Day”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 p.m. on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Daily USActive 55525956.1255525956.15 16 Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. Daily Simple SOFR in no event shall be less than the Floor. “Default”: Any event that, with the giving of notice or the lapse of time, or both, would become an Event of Default. “Defaulting Lender”: Any Lender that (i) has failed to fund any portion of the Advances or participations in Swingline Advances required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (ii) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless such amount is the subject of a good faith dispute, (iii) has notified the Borrower, the Administrative Agent or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply or has failed to comply with its funding obligations under this Agreement or generally under other agreements in which it commits or is obligated to extend credit, or (iv) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. “Default Right”: The meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Delayed Draw Loan”: A Loan that requires one or more future advances to be made by the Borrower and which does not permit the re-borrowing of any amount previously repaid by the related Obligor; provided that, such Loan shall only be considered a Delayed Draw Loan for so long as any future funding obligations remain in effect and only with respect to any portion which constitutes a future funding obligation. “Designated Loan”: Any Loan that the Administrative Agent, in its sole discretion, has designated as a “Designated Loan” on the related Approval Notice solely for the purposes of determining the Assigned Value of such Loan in reference to the “Minimum Facility Attachment Ratio” specified therefor and set forth in the definition of “Assigned Value.” “Determination Date”: The last day of each calendar month; provided that, with respect to the Termination Date, the Determination Date shall be the Termination Date. “DIP Loan”: Any Loan (i) with respect to which the related Obligor is a debtor-in-possession as defined under the Bankruptcy Code, (ii) which has the priority allowed pursuant to Section 364 of the Bankruptcy Code and (iii) the terms of which have been approved USActive 55525956.1255525956.15 17 by a court of competent jurisdiction (the enforceability of which is not subject to any pending contested matter or proceeding). “Discretionary Sale”: The meaning specified in Section 2.14. “Discretionary Sale Date”: With respect to any Discretionary Sale, the Business Day on which such Discretionary Sale occurs. “Disruption Event”: The occurrence of any of the following: (a) any Lender shall have notified the Administrative Agent, the Collateral Manager and the Borrower of a determination by such Lender that it would be contrary to law or to the directive of any central bank or other Governmental Authority (whether or not having the force of law) to obtain Dollars to fund any Advance, (b) any Lender shall have notified the Administrative Agent, the Collateral Manager and the Borrower of a determination by such Lender that the rate at which Dollars are being offered to such Lender does not accurately reflect the cost to such Lender of making, funding or maintaining any Advance or (c) any Lender shall have notified the Administrative Agent, the Collateral Manager and the Borrower of the inability of such Lender, as applicable, to obtain Dollars to make, fund or maintain any Advance; provided that if the circumstances described above have arisen and such circumstances are unlikely to be temporary then no Disruption Event shall have been deemed to occur and a Benchmark Transition Event shall have occurred. “Distressed Loan”: Any Loan (i) that is issued pursuant to an Underlying Instrument governing the issuance of indebtedness having an aggregate principal amount (whether drawn or undrawn) of less than $350,000,000 at the time of issuance, (ii) with respect to which the EBITDA of the related Obligor set forth on the most recently delivered financial statements is less than $75,000,000 and (iii) either (x) for which bid side prices cannot be obtained from at least two independent broker-dealers or (y) for which the average bid side prices obtained from independent broker-dealers is less than 80% (expressed as a percentage of par) or (iv) that has a S&P rating of “CCC+” or lower or a Moody’s rating of “Caa1” or lower. “Dollars”: Means, and the conventional “$” signifies, the lawful currency of the United States. “EBITDA”: With respect to the Relevant Test Period with respect to the related Loan, the meaning of “EBITDA”, “Adjusted EBITDA” or any comparable definition in the related Underlying Instruments, and in any case that “EBITDA”, “Adjusted EBITDA” or such comparable definition is not defined in such Underlying Instruments, an amount, for the principal Obligor on such Loan and any parent or subsidiary that is obligated pursuant to the Underlying Instruments for such Loan (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from continuing operations for such period plus (a) interest expense, (b) income taxes, (c) unallocated depreciation and amortization for such Relevant Test Period (to the extent deducted in determining earnings from continuing operations for such period), (d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs), other non-cash charges and organization costs, (e) extraordinary losses in accordance with GAAP, (f) one-time, non-recurring non-cash charges consistent with the compliance statements and financial reporting packages provided by the Obligors, and (g) and any other item the Borrower and the Administrative Agent mutually deem to be appropriate; USActive 55525956.1255525956.15 18


 
provided that, with respect to any Obligor for which four full fiscal quarters of economic data are not available, EBITDA shall be determined for such Obligor based on annualizing the economic data from the reporting periods actually available. “Eligible Loan”: Each Loan (A) for which the Administrative Agent and the Collateral Custodian have received (or, in accordance with clause (b) of the definition of “Required Loan Documents”, the Collateral Custodian will receive) the related Required Loan Documents; (B) that has been approved by the Administrative Agent in its sole discretion on or prior to the date of the related Transaction; and (C) that satisfies each of the following eligibility requirements (unless the Administrative Agent in its sole discretion agrees to waive any such eligibility requirement with respect to such Loan): (a) such Loan is a First Lien Loan, a Recurring Revenue Loan, or a Second Lien Loan or a Ramp-up Participation Interest; (b) such Loan is denominated and payable only in Dollars in the United States and does not permit the currency in which such Loan is payable to be changed; provided that the sum of the OLBs of all Loans denominated in a currency other than Dollars may comprise up to 5% of the Aggregate OLB; (c) the acquisition of such Loan will not cause the Borrower or the pool of Collateral to be required to register as an investment company under the 1940 Act; (d) such Loan does not constitute a DIP Loan; (e) the primary Underlying Asset for such Loan is not real property; (f) such Loan is in the form of and is treated as indebtedness of the related Obligor for United States federal income tax purposes; (g) as of the date such Loan is first included as part of the Collateral hereunder, such Loan is not delinquent in payment after taking into account any applicable grace or cure period; (h) such Loan and any Underlying Assets comply in all material respects with all Applicable Laws; (i) such Loan is eligible under its Underlying Instruments (giving effect to the provisions of Sections 9-406 and 9-408 of the UCC) to be sold to the Borrower and to have a security interest therein granted to the Administrative Agent, as agent for the Secured Parties; (j) such Loan, together with the Underlying Instruments related thereto, (i) is, to the knowledge of the Borrower following the Borrower’s completion of customary due diligence, in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms, subject to customary bankruptcy, insolvency and equity limitations, (ii) is not subject to any litigation, dispute or offset as of the Purchase Date or, to the knowledge of the Collateral Manager, on any subsequent date, and (iii) contains provisions substantially to the effect that the Obligor’s USActive 55525956.1255525956.15 19 payment obligations thereunder are absolute and unconditional without any right of rescission, setoff, counterclaim or defense for any reason against the Borrower or any assignee thereof except as required by law; (k) such Loan (i) was originated and underwritten, or purchased and re-underwritten, by the Borrower or any of its Affiliates in accordance with the Credit and Collection Policy and (ii) is fully documented; (l) (i) the Borrower has good and marketable title to, and is the sole owner of, such Loan, and (ii) the Borrower has granted to the Administrative AgentLenders a valid and perfected first-priority (subject to Permitted Liens) security interest in the Loan and, other than with respect to each Ramp-up Participation Interest, Underlying Instruments, for the benefit of the Secured Parties; (m) such Loan, and any payment made with respect to such Loan, is not subject to any withholding tax (other than withholding tax in respect of commitment, amendment, waiver, consent, extension or other similar fees) unless the Obligor thereon is required under the terms of the related Underlying Instrument to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis (subject only to customary carve-outs); (n) (x) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority or any other Person required to be obtained, effected or given in connection with the making, acquisition, transfer or performance by the Borrower of such Loan and (y) all consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority or any other Person required to be obtained, effected or given in connection with the borrowing or performance by the related Obligor of such Loan (unless the failure to do so could not be reasonably expected to have a material adverse effect), in each case have been duly obtained, effected or given and are in full force and effect; (o) such Loan and the Underlying Instruments related thereto, are eligible to be sold, assigned or transferred to the Borrower, and neither the sale, transfer or assignment of such Loan to the Borrower, nor the granting of a security interest hereunder to the Administrative Agent, violates, conflicts with or contravenes in any material respect any Applicable Law or any contractual or other restriction, limitation or encumbrance binding on the Borrower; (p) such Loan requires the related Obligor to pay customary maintenance, repair, insurance and taxes, together with all other ancillary costs and expenses, with respect to the related, underlying collateral of such Loan; (q) such Loan has an original term to stated maturity as of the Purchase Date that does not exceed ten (10) years; (r) the Underlying Instruments for such Loan do not contain a confidentiality provision that would prohibit the Administrative Agent or any Secured Party from obtaining all necessary information with regard to such Loan, so long as the Administrative Agent or such USActive 55525956.1255525956.15 20 Secured Party, as applicable, has agreed to maintain the confidentiality of such information in accordance with the provisions of such Underlying Instruments; (s) such Loan requires (i) periodic payments of accrued and unpaid interest in cash (x) in a minimum amount of (A) if such Loan has a floating interest rate based on the Benchmark, such Benchmark plus 22.40% per annum, (B) if such Loan has a floating interest rate based on the Prime Rate, the Prime Rate or (C) if such Loan has a fixed interest rate, 6% per annum and (y) on a current basis no less frequently than quarterly and (ii) a fixed amount of principal payable in cash no later than its stated maturity; (t) if such Loan is a registration-required obligation within the meaning of Section 163(f)(2) of the Code, such Loan is Registered; (u) other than with respect to any Ramp-up Participation Interest, such Loan is not a participation interest; (v) all information provided by the Borrower or the Collateral Manager with respect to the Loan is true, correct and complete in all material respects as of the date such information is provided; (w) such Loan (A) is not an Equity Security and (B) does not provide for the conversion or exchange into an Equity Security at any time on or after the date it is included as part of the Collateral; (x) such Loan does not constitute Margin Stock; (y) unless such Loan is a Delayed Draw Loan or a Revolving Loan, such Loan does not require the Borrower to make advances in respect of such Loan at any time after the Borrower’s purchase of such Loan; provided that, if such Loan is a Delayed Draw Loan or a Revolving Loan, the acquisition of such Loan would not cause the sum of(A) the OLBsaggregate Unfunded Exposure Amount of all Loans that would qualify as a Delayed Draw Loan or Revolving Loanand (B) the sum of the OLBs plus the Aggregateaggregate Unfunded Exposure Amount of all Loans that would qualify as a Revolving Loan to exceed the greater of (i) 10% of the Aggregate OLB plus the Aggregate Unfunded Exposure Amount as of such date and (ii) the applicable amount set forth in Annex C; (z) such Loan shall not cause the aggregate OLBs of all Loans with respect to which the related Obligor is not domiciled, organized or incorporated in the United States or any State or territory thereof or Canada to exceed the greater of (i) 10% of the Aggregate OLB as of such date and (ii) the applicable amount set forth in Annex C; (aa) such Loan shall not cause the aggregate OLBs of all Loans that are fixed rate loans to exceed the greater of (i) 10% of the Aggregate OLB as of such date and (ii) the applicable amount set forth in Annex C; (bb) such Loan is not a PIK Loan; USActive 55525956.1255525956.15 21 “Facility Amount”: Up to $450,000,000, as such amount may vary from time to time pursuant to Sections 2.1(c) and 2.3 hereof; provided that the Facility Amount shall be (i) $250,000,000 on the Closing Date and (ii) $350,000,000 on the First Amendment Closing Date$600,000,000; provided further that on or after the earlier to occur of the Revolving Period End Date or the Termination Date, the Facility Amount shall mean the Advances Outstanding. “Facility Maturity Date”: The two-year anniversary of the Revolving Period End Date. “FATCA”: Sections 1471 through 1474 of the Code, as in effect on the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreements (or related legislation or official administrative rules or practices) implementing the foregoing. “FDIC”: The Federal Deposit Insurance Corporation, and any successor thereto. “Federal Funds Rate”: For any day, a per annum rate equal to the weighted average of the overnight federal funds rates as in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent for such day (or, if such day is not a Business Day, for the next preceding Business Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion of the Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. on such day. “Financial Asset”: The meaning specified in Section 8-102(a)(9) of the UCC. “Financial Sponsor”: Any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding, and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies so owned by such Person. “First Amendment Closing Date”: June 29, 2021. “First Lien Loan”: A Loan that either (i) is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, (ii) that is secured by a pledge of collateral, which security interest is validly perfected and first priority (subject to Liens permitted under the related Underlying Instruments that are reasonable and customary for similar loans, and Liens accorded priority by law in favor of the United States or any state or agency thereof) under Applicable Law and (iii) the Collateral Manager determines in good faith that the value of the collateral securing the Loan on or about the time of origination equals or exceeds the outstanding principal balance of the Loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral. USActive 55525956.1255525956.15 24


 
“First Out Attachment Ratio”: With respect to any Eligible Loan, as of any date of determination, an amount equal to the “senior net leverage ratio” or any comparable term relating to any “first out” senior secured Indebtedness in the Underlying Instruments for such Loan; provided that if the “senior net leverage ratio” or such comparable term is not defined in the Underlying Instruments, then the First Out Attachment Ratio shall be the ratio of such “first out” senior secured Indebtedness (less Unrestricted Cash) to EBITDA, as calculated by the Collateral Manager in good faith using information from calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the Underlying Instruments. For the avoidance of doubt, “first out” senior secured Indebtedness refers to all or any portion of such Loan that constitutes first lien senior secured Indebtedness that is not (and cannot by its terms become) subordinate in right of payment to any obligation of the relevant Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings. “Fitch”: Fitch Ratings, Inc. or any successor thereto. “Floor”: a rate of interest equal to 0.0%. “Foreign Lender”: A Lender that is not a U.S. Person. “Fronting Exposure”: At any time there is a Defaulting Lender, with respect to the Swingline Lender, such Defaulting Lender’s Pro Rata Share of Swingline Advances (other than Swingline Advances as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders, repaid by the Borrower or for which cash collateral or other credit support acceptable to the Swingline Lender shall have been provided in accordance with the terms hereof). “Funding Date”: With respect to any Advance, the date on which such Advance is made, which shall be the Business Day following the Business Day of receipt by the Administrative Agent and Lender of a Funding Notice and other required deliveries in accordance with Section 2.2. “Funding Notice”: A notice in the form of Exhibit A-1 requesting an Advance, including the items required by Section 2.2. “GAAP”: Generally accepted accounting principles as in effect from time to time in the United States. “General Intangible”: The meaning specified in Section 9-102(a)(42) of the UCC. “Governmental Authority”: With respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person. “Highest Required Investment Category”: (i) With respect to ratings assigned by Moody’s, “Aa2” or “P-1” for one (1) month instruments, “Aa2” and “P-1” for three (3) month USActive 55525956.1255525956.15 25 “Indorsement”: The meaning specified in Section 8-102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning. “Ineligible Assignee”: Any private investment company, investment firm, investment partnership, private equity fund or other private equity investment vehicle. “Initial Assigned Value”: With respect to any Loan, the “Initial Assigned Value”, if any, set forth on the related Approval Notice by the Administrative Agent in its sole discretion, or such higher percentage as may be notified by the Administrative Agent to the Collateral Manager in its sole discretion from time to time. “Initial Lender Joinder Date”: The first date on which a financial institution other than Wells Fargo (or an Affiliate thereof) becomes a Lender hereunder pursuant to a Joinder Supplement. “Insolvency Event”: With respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction over such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree, order or appointment shall remain unstayed and in effect for a period of sixty (60) consecutive days, (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, (c) the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or (d) the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing. “Insolvency Laws”: The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally. “Insolvency Proceeding”: Any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Event. “Instrument”: The meaning specified in Section 9-102(a)(47) of the UCC. “Interest”: For each Accrual Period, the sum of the amounts determined (with respect to each day during such Accrual Period) in accordance with the following formula: IR x P x 1 D where: USActive 55525956.1255525956.15 27 USActive 55525956.1255525956.15 28 = = the Advances Outstanding on such day; and the Interest Rate for such day; D = 360 days (or, to the extent the Interest Rate for such day is determined pursuant to the proviso of the definition thereof, 365 or 366 days, as applicable). IR provided that (i) no provision of this Agreement shall require the payment or permit the collection of Interest in excess of the maximum permitted by Applicable Law and (ii) Interest shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason. “Interest Collections”: All payments of interest, late fees, amendment fees, prepayment fees and premiums, extension fees, consent fees and waiver fees on Loans and Permitted Investments, including any payments of accrued interest received on the sale of Loans or Permitted Investments and all payments of principal (including principal prepayments) on Permitted Investments purchased with the proceeds described in this definition, in each case, received in cash by or on behalf of the Borrower or Collateral Custodian; provided that, Interest Collections shall not include (x) Sale Proceeds representing accrued interest that are applied toward payment for accrued interest on the purchase of a Loan and (y) interest received in respect of a Loan (including in connection with any sale thereof), which interest was purchased with Principal Collections. “Interest Collection Account”: A Securities Account created and maintained on the books and records of the Collateral Custodian entitled “Interest Collection Account” in the name of the Borrower and subject to the Lien of the Administrative Agent for the benefit of the Secured Parties. “Interest Rate”: With respect to any day, a rate per annum equal to (a) the applicable Benchmark for such day plus (b) the Applicable Spread for such day; provided that, for any day after the occurrence and during the continuance of a Disruption Event, the “Interest Rate” on that portion of the Advances Outstanding owing to the affected Lender accruing at the applicable Benchmark shall mean a rate per annum equal to (x) the Base Rate for such day plus (y) the Applicable Spread for such day. “Investment”: With respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by means of share purchase, capital contribution, loan or otherwise, excluding the acquisition of Loans and the acquisition of Equity Securities otherwise permitted by the terms hereof which are related to such Loans. “Investment Property”: The meaning specified in Section 9-102(a)(49) of the UCC. “ISDA Definitions”: The 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from P time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto. “IRS”: The United States Internal Revenue Service. “Joinder Supplement”: An agreement among the Borrower, a Lender and the Administrative Agent in the form of Exhibit I to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Closing Date, as contemplated by Section 2.1(c). “Lenders”: The meaning specified in the Preamble, including Wells Fargo Bank, National Association, and each financial institution which may from time to time become a Lender hereunder by executing and delivering a Joinder Supplement to the Administrative Agent and the Borrower as contemplated by Section 2.1(c). For the avoidance of doubt, the Swingline Lender shall constitute a “Lender” with respect to the repayment of Swingline Advances for all purposes hereunder. “Lien”: Any mortgage, lien, pledge, charge, right, claim, security interest or encumbrance of any kind of or on any Person’s assets or properties in favor of any other Person. “Loan”: (a) Any loan which represents an obligation of the relevant Obligor that is (ai) sourced or originated by the Seller or any of its Affiliates and which the Borrower acquires or (bii) which the Borrower originates or acquires from a third party in the ordinary course of its business; provided that, any such loan is similar to those typically made to a commercial client or syndicated, sold or participated to a commercial bank or institutional loan investor or other financial institution in the ordinary course of business and (b) each Ramp-up Participation Interest. “Loan Advance”: The meaning specified in Section 2.1(a). “Loan File”: For each Loan, the following documents or instruments: (a) copies of each of the Required Loan Documents; (b) to the extent applicable to such Loan, the final copies for any related subordination agreement, intercreditor agreement, or similar instruments, assumption or substitution agreement or similar material operative document, in each case together with any amendment or modification thereto; and (c) either (i) copies of any financing statements under the UCC, if any, and any related continuation statements, each showing the Obligor as debtor and each with evidence of filing thereon, or (ii) copies of any such financing statements certified by the Collateral Manager to be true and complete copies thereof in instances where the original financing statements have been sent to the appropriate public filing office for filing. USActive 55525956.1255525956.15 29


 
quote selected by the Collateral Manager and approved in writing by the Administrative Agent; provided that, if such Loan is a Distressed Loan or if the Administrative Agent or the Equityholder reasonably determines that any such quote is not current or accurate, either of the Administrative Agent or the Equityholder may reject such quote; (b) if the value of a Broadly Syndicated Loan is not determined in accordance with clause (a) above (either because no bid side quote is available or the Administrative Agent or the Equityholder reasonably rejects any such quote) and such Loan is not a Distressed Loan, by using the average of the bid side quotes determined by three Approved Broker Dealers active in the trading of such asset; or (i) if only two such bids can be obtained, the average of the bid side quotes of such two bids; or (ii) if only one such bid can be obtained, such bid; provided that, if the Administrative Agent reasonably determines that the quote of any such Approved Broker Dealer is not current or accurate, the Administrative Agent may reject such quote; or (c) if the value of a Loan is not determined in accordance with clause (a) or (b) above (either because no bid side quote is available or the Administrative Agent reasonably rejects one or more bid side quotes) or if such Loan is a Distressed Loan, by using the value assigned by the Administrative Agent in a notice thereof sent to the Collateral Manager, the Equityholder and the Collateral Custodian. “Master Participation Agreement”: AThe participation agreement dated as of the Closing Date, between the Seller and a Borrower relating to a Ramp-up Participation Interestan undivided 100% participation interest granted by the Seller to a Borrower in and to each Loan identified on the schedule attached to the Master Participation Agreement and in which a Lien is granted therein by the Borrower to the Administrative Agent pursuant to this Agreement. “Material Action”: The meaning specified in the Borrower LLC Agreement. “Material Adverse Effect”: With respect to any event or circumstance, a material adverse effect on (a) the business, assets, financial condition, operations, performance or properties of the Borrower, (b) the validity, enforceability or collectability of this Agreement or any other Transaction Document or the validity, enforceability or collectability of the Loans generally or any material portion of the Loans, (c) the rights and remedies of the Administrative Agent, the Lenders and the Secured Parties with respect to matters arising under this Agreement or any other Transaction Document, (d) the ability of each of the Borrower or the Collateral Manager to perform its obligations under any Transaction Document to which it is a party, or (e) the status, existence, perfection, priority or enforceability of the Administrative Agent’s or the other Secured Parties’, lien on the Collateral. USActive 55525956.1255525956.15 32 Loan following the occurrence of a Value Adjustment Event with respect thereto; (iii) each Determination Date, (iv) the date of each Transaction and (v) the date of each Discretionary Sale. “Middle Market Loan”: A First Lien Loan that does not meet the criteria set forth in clauses (i)-(iii) of the definition of “Broadly Syndicated Loan”. “Moody’s”: Moody’s Investors Service, Inc., and any successor thereto. “Net Senior Leverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Net Senior Leverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Net Senior Leverage Ratio” or comparable definition, the ratio of (i) the senior Indebtedness (including, without limitation, such Loan) of the applicable Obligor as of the date of determination minus the Unrestricted Cash of such Obligor as of such date to (ii) EBITDA of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Borrower and Collateral Manager in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor in accordance with the requirements of the related Underlying Instruments. “Non-Usage Fee”: A fee with respect to each Accrual Period in an amount equal to the sum for each day during such Accrual Period of (x) the product of (a) the Unused Facility Amount as of the close of business on such day multiplied by (b) the Non-Usage Fee Rate with respect to such day, divided by (y) 365. “Non-Usage Fee Rate”: For eachany day (a) until the earlier of (i) the six-month anniversary of the Closing Date and (ii) the date that the aggregate Advances Outstanding first exceeds $150,000,000, (A) 0.00% on the Unused Facility Amount up to $100,000,000 and (B) 0.50% on the portion of the Unused Facility Amount in excess of $100,000,000; (bA) on and after the earlier of (iThird Amendment Closing Date to (and including) the six-month anniversary of the Closing Date and (ii) the date that the aggregate Advances Outstanding first exceeds $150,000,000 and prior to the twelve-month anniversary of theThird Amendment Closing Date, (Ai) 0.50% on the first portion of the Unused Facility Amount up to the productsum of (x) 7540% multiplied by the Facility Amount and (y) the Facility Amount$90,000,000 and (Bii) 2.00% on the portion of the Unused Facility Amount in excess of the productsum of (x) 7540% and (y)multiplied by the Facility Amount; and (y) $90,000,000 and (cB) thereafter, (i) 0.50% on the first portion of the Unused Facility Amount up to the product of (x) 40% and (y) the Facility Amount and (ii) 2.00% on the portion of the Unused Facility Amount in excess of the product of (x) 40% and (y) the Facility Amount. “Noteless Loan”: A Loan with respect to which the Underlying Instruments either (i) do not require the Obligor to execute and deliver a promissory note to evidence the indebtedness created under such Loan or (ii) require execution and delivery of such a promissory note only upon the request of any holder of the indebtedness created under such Loan, and as to which the Borrower has not requested a promissory note from the related Obligor. USActive 55525956.1255525956.15 34 “QFC”: The meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). “QPAM”: A “qualified professional asset manager” within the meaning of the QPAM Exemption. “QPAM Exemption”: Prohibited Transaction Class Exemption 84-14, as amended. “Qualified Institution”: A depository institution or trust company organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i)(a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Moody’s, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Moody’s or (c) is otherwise acceptable to the Administrative Agent and (ii) the deposits of which are insured by the FDIC. “Ramp-up Participation Interest”: An undivided 100% participation interest granted by the Seller to a Borrower in and to each Loan identified on the schedule attached to the related Master Participation Agreement and in which a Lien is granted therein by the Borrower to the Administrative Agent pursuant to this Agreement. “Rating Agency”: Each of S&P, Fitch and Moody’s. “Recipient”: (a) The Administrative Agent, and (b) any Lender, as applicable. “Recurring Revenue”: With respect to any Recurring Revenue Loan, the meaning of “Recurring Revenue” or any comparable definition in the related Underlying Instruments relating to recurring maintenance or support revenues, subscription revenues, and recurring revenues attributable to software licensed or sold (excluding one-time license revenues) in the Underlying Instruments for such Loan. “Recurring Revenue Loan”: A Loan that (i) has a related Obligor organized under the law of the United States and is denominated in Dollars, (ii) is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law, (iii) has a related Obligor that is principally engaged in an enterprise software business that derives revenue primarily under contractual agreements and/or selling software as a service, (iv) is structured or underwritten based on a multiple of the related Obligor’s Recurring Revenue, and (v) that contains a Recurring Revenue Loan Covenant Flip Scheduled Date (which date is no later than the 3 year anniversary of the date on which the Borrower acquired such Loan; provided that the Administrative Agent may re-designate such Loan as a First Lien Loan or a Second Lien Loan in its sole discretion if the recurring revenue covenants in the related Underlying Instruments are replaced (whether by amendment or by operation of such Underlying Instruments) with traditional cash flow leverage lending covenants (such as those based on total leverage, senior leverage, and interest coverage) (a “Recurring Revenue Reclassification Date”). For any Loan USActive 55525956.1255525956.15 39 “Relevant Test Period”: With respect to any Loan, the relevant test period for the calculation of Net Senior Leverage Ratio, Total Leverage Ratio or Cash Interest Coverage Ratio, as applicable, for such Loan in accordance with the related Underlying Instruments or, if no such period is provided for therein, each period of the last four consecutive reported fiscal quarters of the principal Obligor on such Loan; provided that, with respect to any Loan for which the relevant test period is not provided for in the related Underlying Instruments, if four (4) consecutive fiscal quarters have not yet elapsed since the closing date of the relevant Underlying Instruments, “Relevant Test Period” shall initially include the period from such closing date to the end of the fourth fiscal quarter thereafter, and shall subsequently include each period of the last four (4) consecutive reported fiscal quarters of such Obligor. “Repayment Notice”: Each notice required to be delivered by the Borrower pursuant to Section 2.3 in respect of any reduction in the Facility Amount or repayment of Advances Outstanding, in the form of Exhibit A-2. “Reporting Date”: The date that is the fifth Business Day of each calendar month, with the first Reporting Date occurring in February 2021. “Required Advance Reduction Amount”: As of any Measurement Date, an amount equal to the greater of (a)(i) Advances Outstanding on such day minus (ii) the Borrowing Base on such day and (b) zero. “Required Lenders”: The Lenders representing an aggregate of more than 50% of (a) prior to the earlier to occur of the Revolving Period End Date or the Termination Date, the aggregate Commitments of the Lenders then in effect and (b) thereafter, the outstanding Advances; provided that, for the purposes of determining the Required Lenders, in the event that a Lender fails to provide funding for an Advance hereunder for which all conditions precedent have been satisfied, such Lender, as applicable, shall not constitute a Required Lender hereunder (and the Commitment of such Lender, and the portion of any outstanding Advances, as applicable, held or deemed held by, any Defaulting Lender shall be disregardedexcluded for purposes of determining whether the consentmaking a determination of the Required Lenders has been obtained). “Required Loan Documents”: For each Loan, the following documents or instruments: (a) (1) the original related executed promissory note (if any) or, in the case of a lost note, a copy of the executed underlying promissory note accompanied by an original executed affidavit and indemnity endorsed by the Borrower in blank (and an unbroken chain of endorsements from each prior holder of such promissory note to the Borrower), or (2) if such promissory note is not issued in the name of the Borrower, an executed copy of each assignment and assumption agreement, transfer document or instrument relating to such Loan evidencing the assignment of such Loan from any prior third party owner thereof directly to the Borrower and from the Borrower in blank; and USActive 55525956.1255525956.15 41


 
(b) to the extent applicable for the related Loan, copies of the executed (a) guaranty, (b) credit agreement, (c) loan agreement, (d) note purchase agreement, (e) sale and servicing agreement, (f) acquisition agreement (or similar agreement) and (g) security agreement; provided that, to the extent that final copies of the foregoing documents are not available as of the related Funding Date, the latest available draft copies with the final copies to be delivered within ten (10) Business Days after such Funding Date; and . (c) for any Ramp-up Participation Interest, a copy of the fully executed Master Participation Agreement. Pursuant to such Master Participation Agreement, the Seller shall sell a 100% participation interest in each such Ramp-up Participation Interest to the Borrower and shall acknowledge the assignment thereof by the Borrower to the Administrative Agent on behalf of the Secured Parties. As soon as practicable, but in no event later than the date that is sixty (60) days after the execution of the related Master Participation Agreement (or such longer period to which the Administrative Agent may agree in its sole discretion), the Borrower shall deliver to the Collateral Custodian a fully executed assignment agreement assigning each such Ramp-up Participation Interest directly to the Borrower and written evidence satisfactory to the Administrative Agent that the Borrower is recognized as the owner of record by the administrative agent in respect of each applicable Underlying Instrument; “Required Minimum Equity Amount”: On any day, the greater of (x) the applicable amount set forth in Annex C and (y) the aggregate OLB of the Loans of the three (3) largest Obligors forming part of the Collateral. “Required Reports”: Collectively, the Borrowing Base Certificate, the financial statements of Obligors and the Equityholder and the annual statements as to compliance and the annual Independent public accountant’s report. “Responsible Officer”: With respect to any Person, any duly authorized officer, administrative manager or managing member of such Person with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other duly authorized officer, administrative manager or managing member of such Person to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. “Restricted Payment”: (i) Any dividend or other distribution, direct or indirect, on account of any class of membership interests of the Borrower now or hereafter outstanding, except a dividend paid solely in interests of that class of membership interests or in any junior class of membership interests of the Borrower; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any class of membership interests of the Borrower now or hereafter outstanding, and (iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire membership interests of the Borrower now or hereafter outstanding. “Revenue Recognition Implementation”: The implementation by an Obligor of IFRS 15/ASC 606. USActive 55525956.1255525956.15 42 “Review Criteria”: The meaning specified in Section 7.2(b)(i). “Revolving Loan”: Any Loan (other than a Delayed Draw Loan, but including funded and unfunded portions of revolving credit lines and letter of credit facilities, unfunded commitments under specific facilities and other similar loans and investments) that under the Underlying Instruments relating thereto may require one or more future advances to be made to the Obligor by the Borrower. “Revolving Period”: The period commencing on the Closing Date and ending on the day preceding the earlier to occur of (a) the Revolving Period End Date, (b) the date on which the “investment period” of the Equityholder ends or (c) the Termination Date. “Revolving Period End Date”: The earlier to occur of (a) the three (3) year anniversary of the Third Amendment Closing Date (as such date may be extended pursuant to Section 2.3(c)) and (b) the Revolving Period Termination Date. “Revolving Period Termination Date”: The date of the declaration of the Termination Date pursuant to Section 9.2(a). “S&P”: S&P Global Ratings (or its successors in interest). “Sale Agreement”: The Loan Sale Agreement, dated as of the Closing Date, between the Seller, as seller, and the Borrower, as purchaser, as the same may be amended, modified, waived, supplemented or restated from time to time. “Sale Proceeds”: With respect to any Loan, all proceeds received as a result of the sale of such Loan, net of all out-of-pocket expenses of the Borrower, the Collateral Manager and the Collateral Custodian incurred in connection with any such sale. “Sanction” or “Sanctions”: Individually and collectively, respectively, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of the Treasury, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future statute or executive order; (b) the United Nations Security Council; (c) the European Union; (d) the United Kingdom; or (e) any other Governmental Authorities with jurisdiction over the Borrower, the Collateral Manager, the Equityholder, the Seller or any of their respective Subsidiaries. “Sanctioned Person”: Any Person that is a target of Sanctions, including without limitation, a Person that is: (a) on any list of targets identified or designated pursuant to any Sanctions, including those listed on OFAC’s Specially Designated Nationals (SDN) and Blocked Persons List; (b) listed on and OFAC’s Consolidated Non-SDN List; (cb) a legal entity that is deemed by OFAC to be a Sanctions target based on the direct or indirect ownership or control of such legal entity by Sanctioned Person(s); or (dc) a Person that is a Sanctionsthe target pursuantof or subject to any territorial or country-based Sanctions program. USActive 55525956.1255525956.15 43 amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in a business or a transaction, and does not propose to engage in a business or a transaction, for which such Person’s property assets would constitute unreasonably small capital. “Special Purpose Provisions”: The meaning specified in the Borrower LLC Agreement. “Structuring Fee”: The meaning specified in Section 2.11(b). “Subsidiary”: As to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. “Swingline Advance”: Any swingline loan made by the Swingline Lender to the Borrower pursuant to Section 2.1, and all such swingline loans collectively as the context requires. For the avoidance of doubt, all Swingline Advances shall be denominated in Dollars. “Swingline Commitment”: The commitment of the Swingline Lender to fund Swingline Advances, subject to the terms and conditions herein, in an amount not to exceed $60,000,000 outstanding at any time, as such amount may be reduced, increased or assigned from time to time pursuant to the provisions of this Agreement. The Swingline Commitment is a sub-limit of the Commitment of the Swingline Lender in its capacity as a Lender hereunder, and is not in addition thereto. “Swingline Lender”: The meaning specified in the Preamble. “Swingline Refund Date”: The meaning specified in Section 2.17(a). “Taxes”: Any present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Termination Date”: The earliest of (a) the date of the termination in whole of the Facility Amount pursuant to Section 2.3(a), (b) the Facility Maturity Date and (c) the date of the declaration of the Termination Date or the date of the automatic occurrence of the Termination Date pursuant to Section 9.2(a). “Third Amendment Closing Date”: December 1, 2023. USActive 55525956.1255525956.15 45 “Total Leverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Total Leverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Total Leverage Ratio” or comparable definition, the ratio of (i) the total Indebtedness (including, without limitation, such Loan) of the applicable Obligor as of the date of determination minus the Unrestricted Cash of such Obligor as of such date to (ii) EBITDA of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Borrower and Collateral Manager in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor in accordance with the requirements of the related Underlying Instruments. “Transaction”: The meaning specified in Section 3.2(a). “Transaction Documents”: This Agreement, the Sale Agreement, the Securities Account Control Agreement, eachthe Master Participation Agreement, any Joinder Supplement and the Collateral Custodian Fee Letter. “UCC”: The Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions. “Unadjusted Benchmark Replacement”: The applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. “Uncertificated Security”: The meaning specified in Section 8-102(a)(l8) of the UCC. “Underlying Assets”: With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment of such Loan, including, without limitation, to the extent provided for in the relevant Underlying Instruments, a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets. “Underlying Assignment Agreement”: Any assignment and acceptance, assignment and assumption, joinder or other assignment agreement, the form of which is specified under the applicable Underlying Instruments for use when assigning the related Loan. “Underlying Instruments”: The loan agreement, credit agreement, indenture or other agreement pursuant to which a Loan or Permitted Investment has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Loan or Permitted Investment or of which the holders of such Loan or Permitted Investment are the beneficiaries. “United States”: The United States of America. “Unfunded Exposure Account”: A Securities Account created and maintained on the books and records of the Collateral Custodian entitled “Unfunded Exposure Account” in the USActive 55525956.1255525956.15 46


 
successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 12.1, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Daily Simple SOFR such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. ARTICLE II. THE FACILITY Section 2.1. Advances. (a) Loan Advances. (i) (a) During the Revolving Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, ana “Loan Advance”) under this Agreement pursuant to a Funding Notice, in an aggregate amount up to the Availability as of the proposed Funding Date of the Loan Advance; provided, however, that no Lender shall be obligated to make any Loan Advance on or after the date that is two (2) Business Days prior to the earlier to occur of the Revolving Period End Date or the Termination Date. (ii) (b) Following the receipt of a Funding Notice during the Revolving Period, subject to the terms and conditions hereinafter set forth, the Lenders shall fund such Loan Advance. Notwithstanding anything to the contrary herein, no Lender shall be obligated to make any Loan Advance if, after giving effect to such Loan Advance and the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Loan Advance, (i) an Event of Default, Default or Collateral Manager Default would result therefrom on the date of such Loan Advance or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (b) Swingline Advances. During the Revolving Period, the Borrower may, at its option, request the Swingline Lender make Swingline Advances to the Borrower by delivering a Funding Notice with respect to such requested Swingline Advance to the Administrative Agent, which shall forward such Funding Notice to the Swingline Lender and provide notification to the Lenders with respect thereto. Following the receipt of a Funding Notice during the Revolving Period and subject to the terms and conditions hereinafter set forth, USActive 55525956.1255525956.15 51 the Swingline Lender shall make the requested Swingline Advances to the Borrower. Notwithstanding anything to the contrary herein, the Swingline Lender shall not be obligated to fund any Swingline Advance if, after giving effect to the amount of the Swingline Advance requested, (i) in the sole discretion of the Swingline Lender, an Event of Default, Default or Collateral Manager Default would result therefrom on the date of such Swingline Advance or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons as Lenders and increase the Commitments hereunder; provided that, the Commitment of any Lender may only be increased with the prior written consent of such Lender and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent and the Borrower a Joinder Supplement and a representation letter in the form of Exhibit I. Upon such increase, Annex B hereto shall be deemed to be revised to reflect such increase in such Lender’s Commitment and those terms set forth on Annex C shall be revised as set forth therein in accordance with such increase. For the avoidance of doubt, on the Closing Date the Facility Amount shall be $250,000,000 and on any subsequent date of determination, the terms set forth on Annex C shall vary in accordance with the Facility Amount then in effect (including, prior to the earlier to occur of the end of the Revolving Period or the Termination Date, in connection with a permanent reduction of the Facility Amount). The Borrower, or the Collateral Manager on its behalf, may at any time request Annex C to be revised so long as it has received prior written consent from the Administrative Agent and the Required Lenders. (d) Advances to be made for the purpose of refunding Swingline Advances shall be made by the Lenders as provided in Section 2.17. Section 2.2. Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2. (b) No(x) Prior to the Initial Lender Joinder Date, with respect to all Loan Advances, no later than 3:00 p.m. on the proposed Funding Date, and (y) on and after the Initial Lender Joinder Date, with respect to (I) all Loan Advances, no later than 3:00 p.m. on the Business Day prior to the proposed Funding Date and (II) all Swingline Advances, no later than 3:00 p.m. on the proposed Funding Date, in each case, the Borrower (or the Collateral Manager on its behalf) shall deliver: (i) to the Administrative Agent and the Collateral Custodian a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof; (ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance; USActive 55525956.1255525956.15 52 (iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; (iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e)). Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day. (c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article III: (i) in the case of a Loan Advance, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date; and (ii) in the case of a Swingline Advance, the Swingline Lender shall make available to the Borrower in same day funds by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to the least of (x) the amount requested by the Borrower for such Swingline Advance, (y) the positive difference between (A) the Swingline Commitment then in effect and (B) the aggregate outstanding Swingline Advances as of such date and (z) the maximum amount that, after taking into account the proposed use of the proceeds of such Swingline Advance, could be advanced to the Borrower hereunder without causing the aggregate Advances Outstanding to exceed the Borrowing Base. (d) On each Funding Date, the obligation of each Lender to remit its Pro Rata Share of any such Loan Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder. (e) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on USActive 55525956.1255525956.15 53 forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and Section 2.8(1)(A) shall not exceed $100,000 per annum, and (B) the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and Section 2.8(1)(B) shall not exceed $25,000 per annum; (2) to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(2), Section 2.7(b)(2) and Section 2.8(2) shall not exceed $100,000 per annum; (3) pro rata to each Lender, in an amount equal to (A) sucheach Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) sucheach Lender’s pro rata share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to sucheach Lender; (4) pro rata to the Administrative Agent and each Lender, all fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fees and Administrative Expenses, then due to each such Person under this Agreement; (5) pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (6) pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (7) (i) prior to the Revolving Period End Date, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure Equity Amount, and (ii) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (8) pro rata to each applicable party, to pay all other accrued and unpaid Administrative Expenses and Taxes; and (9) (A) during a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder). USActive 55525956.1255525956.15 56


 
(b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) to the extent not paid pursuant to Section 2.7(a)(1)(A), to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A), this Section 2.7(b)(1)(A) and Section 2.8(1)(A) shall not exceed $100,000 per annum and (B) to the extent not paid pursuant to Section 2.7(a)(1)(B), to the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), this Section 2.7(b)(1)(B) and Section 2.8(1)(B) shall not exceed $25,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), this Section 2.7(b)(2) and Section 2.8(2) shall not exceed $100,000 per annum; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to (A) sucheach Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) sucheach Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to sucheach Lender; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (5) to the extent not paid pursuant to Section 2.7(a)(5), pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (6) to the extent not paid pursuant to Section 2.7(a)(6), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (7) during the Revolving Period, as directed by the Collateral Manager, to (A) repay Advances Outstanding, (B) return cash to the Principal Collection Account for application in accordance with the terms hereof and/or (C) unless a Default has occurred and is continuing, or after giving effect to such distribution the Availability USActive 55525956.1255525956.15 57 (2) to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(2) shall not exceed $100,000 per annum; (3) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (4) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (5) to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (6) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction Fee; (7) pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (8) (A) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder). Section 2.9. Collections and Allocations. (a) Collections. The Collateral Manager shall promptly identify any collections received as being on account of Interest Collections or Principal Collections and shall transfer, or cause to be transferred, all Collections received to the appropriate Collection Account within two Business Days after such Collections are received. The Collateral Manager shall include a statement as to the amount of Principal Collections and Interest Collections on deposit on each Reporting Date in the Borrowing Base Certificate delivered pursuant to Section 5.1(p). (b) Excluded Amounts. With the prior written consent of the Administrative Agent, the Collateral Manager may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender. USActive 55525956.1255525956.15 59 an accurate, correct and complete IRS Form W-9 of the Equityholder or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be invested with respect to such Accounts absent the Collateral Custodian having first received (x) instructions with respect to the investment of such funds, and (y) the forms and other documentation required by this paragraph. Section 2.10. Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Collateral Manager hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due in lawful money of the United States in immediately available funds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Collateral Manager, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts (other than Advances) not paid or deposited when due hereunder at 5.25% per annum above the Prime Rate, payable on demand; provided that, such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the basis of a year consisting of 360 days (other than calculations with respect to the Base Rate and the Non-Usage Fee, which shall each be based on a year consisting of 365 or 366 days, as applicable) for the actual number of days elapsed. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs then due pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Advance requested by the Borrower is not effectuated as a result of the Borrower’s actions or failure to fulfill any condition under Section 3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify the applicable Lender against any reasonable loss, cost or expense incurred by the applicable Lender, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the applicable Lender to fund or maintain such Advance, but excluding the Applicable Spread. Section 2.11. Fees. (a) The Collateral Manager on behalf of the Borrower shall pay or cause to be paid in accordance with Sections 2.7 and 2.8, quarterly in arrears, the applicable Non-Usage Fee. (b) On or prior to the Closing Date, the Borrower shall pay or cause to be paid to the Administrative Agent a fee in an amount equal to the product of (x) the Facility Amount as of the Closing Date and (y) 1.00% (the “Structuring Fee”)[Reserved]. USActive 55525956.1255525956.15 61 Administrative Agent in connection with any Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Transaction Document or otherwise payable by the Administrative Agent to thesuch Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). (f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.13, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (g) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Collateral Custodian and the Administrative Agent, at the time or times reasonably requested by the Borrower, the Collateral Custodian or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Collateral Custodian or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower, the Collateral Custodian or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower, the Collateral Custodian or the Administrative Agent as will enable the Borrower, the Collateral Custodian or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.13(g)(ii)(1), (ii)(2) and (ii)(4) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (1) any Lender that is a U.S. Person shall deliver to the Borrower, the Collateral Custodian and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Collateral Custodian or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (2) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Collateral Custodian and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to USActive 55525956.1255525956.15 65


 
Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales. Section 2.15. Assignment of the Sale Agreement. The Borrower hereby collaterally assigns to the Administrative Agent, for the benefit of the Secured Parties, all of the Borrower’s right, title and interest in and to, but none of its obligations under, the Sale Agreement and any UCC financing statements filed under or in connection therewith. In furtherance and not in limitation of the foregoing, the Borrower hereby collaterally assigns to the Administrative Agent for the benefit of the Secured Parties its right to indemnification under the Sale Agreement. The Borrower confirms that the Administrative Agent, on behalf of the Secured Parties, at any time upon the occurrence and during the continuance of an Event of Default, shall have the right to enforce the Borrower’s rights and remedies under the Sale Agreement and any UCC financing statements filed under or in connection therewith for the benefit of the Secured Parties. Section 2.16. Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law: (i) such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 12.1; (ii) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment of any amounts owing by that Defaulting Lender to the Swingline Lender under Section 2.17(a) for which the Swingline Lender has not otherwise been reimbursed in accordance with the terms hereof; third, if so determined by the Administrative Agent or the Swingline Lender, to be held as cash collateral and released in order to satisfy obligations of that Defaulting Lender to fund future participations in Swingline Advances under this Agreement; fourth, as the Borrower may request (so long as no Default or Event of Default exists (except to the extent caused by such Defaulting Lender, as determined by the Administrative Agent in its sole discretion)), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund USActive 55525956.1255525956.15 69 future Advances under this Agreement; sixth, to the payment of any amounts owing to the other Lenders or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists (except to the extent caused by such Defaulting Lender, as determined by the Administrative Agent in its sole discretion), to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Advances or participations in Swingline Advances in respect of which such Defaulting Lender has not fully funded its appropriate share, such payment shall be applied solely to pay the Advances and funded participations in Swingline Advances of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances, or funded participations in Swingline Advances, of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.16 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; (iii) during any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swingline Advances pursuant to Section 2.17, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that (x) each such reallocation shall be given effect only if the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swingline Advances shall not exceed the positive difference, if any, of (A) the Commitment of that non-Defaulting Lender minus (B) the aggregate outstanding principal amount of the Advances of that Lender; and (iv) such Defaulting Lender shall not be entitled to receive any Non-Usage Fee for, or Commitment Reduction Fee during, any period during which that Lender is a Defaulting Lender (and under no circumstance shall the Borrower retroactively be or become required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender). (b) If the Administrative Agent and the Swingline Lender in their respective sole discretion determine that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto in writing, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), such Lender will, to the extent applicable, purchase that portion of outstanding Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances to be held on a pro rata basis by the Lenders, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided further that except to the extent otherwise expressly agreed by the affected USActive 55525956.1255525956.15 70 parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. The Administrative Agent and the Borrower (or Collateral Manager on its behalf) shall provide written notice to the Collateral Custodian of a Lender becoming a Defaulting Lender. Section 2.17. Refunding of Swingline Advances. (a) Each Swingline Advance shall be refunded by the Lenders to the Swingline Lender on the second Business Day following the date of such Swingline Advance (each such date, a “Swingline Refund Date”). Such refundings shall be made by the Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Loan Advances of the Lenders on the books and records of the Administrative Agent (which, for the avoidance of doubt, shall reduce dollar-for-dollar the Swingline Advances outstanding). Each Lender shall refund its respective Pro Rata Share of Swingline Advances outstanding to the Swingline Lender by no later than 12:00 noon on the applicable Swingline Refund Date, which refunding shall constitute the Lenders’ Pro Rata Share of Advances. (b) The Borrower shall pay to the Swingline Lender, within twenty-two (22) days of demand, the amount of such Swingline Advances to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Advances requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Pro Rata Shares. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Advances in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 3.2. Further, each Lender agrees and acknowledges that if, prior to the refunding of any outstanding Swingline Advances pursuant to this Section, an Insolvency Event relating to the Borrower or the Seller shall have occurred, each Lender will, on the date the applicable Advance would have been made, purchase an undivided participating interest in the Swingline Advance to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Advance. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline Advance, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded). (d) Notwithstanding anything to the contrary contained in this Section 2.17, the Swingline Lender shall not be obligated to make any Swingline Advance at a time when any other Lender is a Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender USActive 55525956.1255525956.15 71 which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure with respect to any such Defaulting Lender. ARTICLE III. CONDITIONS TO CLOSING AND ADVANCES Section 3.1. Conditions to Closing and Initial Advance. Neither any Lender, the Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied in the sole discretion of, or waived in writing by, the Administrative Agent: (a) Each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to the Administrative Agent. (b) The Administrative Agent shall have received reasonably satisfactory evidence that the Borrower, the Equityholder and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby. (c) The Borrower, the Equityholder and the Collateral Manager shall each have delivered to the Administrative Agent a certification in the form of Exhibit D. (d) The Borrower, the Equityholder and the Collateral Manager shall each have delivered to the Administrative Agent a certificate as to whether such entity is Solvent in the form of Exhibit C. (e) The Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control or Collateral Manager Default has occurred and is continuing. (f) The Administrative Agent shall have received, with a counterpart for each Lender, the executed legal opinion or opinions of Schulte Roth & Zabel LLP counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral and (ii) non-consolidation of the Borrower with the Equityholder, in each case in form and substance reasonably acceptable to the Administrative Agent. (g) The Administrative Agent and each Lender shall have received copies of the Credit and Collection Policy. (h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering USActive 55525956.1255525956.15 72


 
rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (i) The UCC-1 financing statements naming (1) the Borrower as debtor and the Administrative Agent as secured party, and (2) the Seller as debtor, the Administrative Agent as assignee secured party and the Borrower as assignor secured party are in proper form for filing in the filing office of the appropriate jurisdiction and shall have been filed (or will be concurrently filed on the Closing Date or within one (1) Business Day thereafter) and, when filed, together with the Securities Account Control Agreement, are effective to perfect the Administrative Agent’s security interest in the Collateral such that the Administrative Agent’s security interest in the Collateral ranks senior to that of any other creditors of the Borrower, Equityholder or Seller (whether now existing or hereafter acquired), subject only to Permitted Liens. (j) The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Borrower, the Equityholder and the Collateral Manager (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect. (k) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower and the Equityholder, and bankruptcy and pending lawsuits with respect to the Borrower and the Equityholder and the results of such search shall be satisfactory to the Administrative Agent. (l) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of the Administrative Agent) to be received on the Closing Date referred to herein to the extent invoiced at least two (2) Business Days prior to the Closing Date. (m) The Equityholder shall have raised at least $500,000,000 in capital commitments from the investors of the Equityholder. Section 3.2. Conditions Precedent to All Advances and Reinvestments. (a) Each Advance and each reinvestment of Principal Collections pursuant to Section 2.7(d) (each, a “Transaction”) shall be subject to the further conditions precedent that: (i) with respect to, (x) prior to the Initial Lender Joinder Date, any Loan Advance, the Collateral Manager shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian) no later than 3:00 p.m. on the related Funding Date and (y) on and after the Initial Lender Joinder Date, (I) any Loan Advance, the Collateral Manager shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian) no later than 3:00 p.m. one (1) Business Day prior to the related Funding Date and (II) any Swingline USActive 55525956.1255525956.15 73 Advance, the Collateral Manager shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian) no later than 3:00 p.m. on the related Funding Date: (1) the documents required by Section 2.2(b) and a Loan List; and (2) a certificate of assignment substantially in the form of Exhibit F containing such additional information as may be reasonably requested by the Administrative Agent and each Lender or, with respect to any Loan with respect to which the Borrower is not party to any Underlying Instrument other than the relevant credit agreement, an assignment agreement in accordance with the requirements set forth in clause (a) of the definition of “Required Loan Documents”; (ii) with respect to any reinvestment of Principal Collections permitted by Section 2.7(d), the Collateral Manager shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian), no later than 3:00 p.m. one (1) Business Day prior to the day of any such reinvestment: (1) a Reinvestment Notice in the form of Exhibit A-3 and a Borrowing Base Certificate, executed by the Collateral Manager and the Borrower; and (2) a certificate of assignment substantially in the form of Exhibit F containing such additional information as may be reasonably requested by the Administrative Agent and each Lender or, with respect to any Loan with respect to which the Borrower is not party to any Underlying Instrument other than the relevant credit agreement, an assignment agreement in accordance with the requirements set forth in clause (a) of the definition of “Required Loan Documents”; (b) On the date of such Transaction the following shall be true and correct and the Borrower and the Collateral Manager shall have certified in the related Borrower’s Notice that all conditions precedent to the requested Transaction have been satisfied and shall thereby be deemed to have certified that: (i) The representations and warranties contained in Section 4.1 and Section 4.2 are true and correct in all respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day (other than any representation and warranty that is made as of a specific date); (ii) No event has occurred, or would result from such Transaction or from the application of proceeds thereof, that constitutes an Event of Default, Default or Collateral Manager Default; (iii) On and as of such day, after giving effect to such Transaction, the Availability is greater than or equal to zero; USActive 55525956.1255525956.15 74 (iv) On and as of such day, the Borrower and the Collateral Manager each has performed all of the covenants and agreements contained in this Agreement to be performed by such Person on or prior to such day; and (v) No Applicable Law prohibits or enjoins the making of such Advance by any Lender or the proposed reinvestment of Principal Collections. (c) The Revolving Period End Date or the Termination Date shall not have occurred; (d) On the date of such Transaction, the Administrative Agent shall have received such other approvals, opinions or documents as the Administrative Agent may reasonably require; (e) The Borrower and Collateral Manager shall have delivered to the Administrative Agent all reports required to be delivered as of the date of such Transaction including, without limitation, all deliveries required by Section 2.2; (f) The Borrower shall have paid all fees then required to be paid and, without duplication of Section 2.11(d), shall have reimbursed the Lenders, the Collateral Custodian and the Administrative Agent for all fees, costs and expenses then required to be paid of closing the transactions contemplated hereunder and under the other Transaction Documents, including the reasonable attorney fees and any other legal and document preparation costs incurred by the Lenders (other than any Defaulting Lender), the Collateral Custodian and the Administrative Agent; (g) The Borrower shall have received a copy of the related Approval Notice; (h) In connection with each Transaction, with respect to any Loan (other than a Ramp-up Participation Interest), the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 3:00 p.m. on the date of the related Transaction, (i) a Loan File with respect to each Loan proposed to be acquired by the Borrower in connection with such Transaction, and (ii) a faxed or an emailed copy of the duly executed original promissory notes for each Loan in respect of which a promissory note is issued (or, in the case of any Noteless Loan, a fully executed assignment agreement), and, if any Loans are closed in escrow, a written certification from the closing attorneys of such Loan confirming the possession of the Required Loan Documents and that all documentary conditions to such Loan have been satisfied; provided that, notwithstanding the foregoing, the Borrower shall cause the Required Loan Documents to be in the possession of the Collateral Custodian within ten (10) Business Days of any related Purchase Date with respect to any Loan. (i) On or prior to the date of the initial Advance, the Administrative Agent shall have received evidence satisfactory to it in its sole discretion that at least the Required Minimum Equity Amount (which may include capital contributions in Cash, securities or Loans) has been deposited by the Equityholder into the Principal Collection Account or has been credited to the Collateral Account. USActive 55525956.1255525956.15 75 (z) Amendments. No Loan has been amended, modified or waived, except for amendments, modifications or waivers, if any, to such Collateral otherwise permitted under Section 6.4(a) and in accordance with the Credit and Collection Policy. (aa) Full Payment. As of the Funding Date thereof, the Borrower has no knowledge of any fact which should lead it to expect that any Loan will not be repaid by the related Obligor in full. (bb) Accuracy of Representations and Warranties. Each representation or warranty by the Borrower contained herein or in any report, financial statement, exhibit, schedule, certificate or other document furnished by the Borrower pursuant hereto, in connection herewith or in connection with the negotiation hereof is true and correct in all material respects. (cc) Members of the Borrower. The sole member of the Borrower is a U.S. Person. (dd) Sanctions. None of the Borrower, any Person directly or indirectly Controlling the Borrower nor any Person directly or indirectly ControllingControlled by the Borrower and, to the Borrower’s actual knowledge, no Related Party of the foregoing (i) is a Sanctioned Person; (ii) is Controlledowned or controlled by, or is or has been acting or purporting to act for or on behalf of, directly or indirectly, a Sanctioned Person; or (iii) is, to the Borrower’s actual knowledge, under investigation for an alleged breach of Sanction(s) by a governmental authorityGovernmental Authority that enforces Sanctions; or (iv) will fund any repayment of the Obligations with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any Lender or any other party to this Agreement to be in breach of any Sanctions. To each such Person. To the Borrower’s actual knowledge, no investor in such Person is a Sanctioned Person. The Borrower will notify each Lender and the Administrative Agent in writing promptlynot more than three (3) Business Days after becoming aware of any breach of this section. (ee) Anti-Money Laundering Laws and Anti-Corruption Laws. None of the Borrower, any Person directly or indirectly Controlling the Borrower nor any Person directly or indirectly Controlled by the Borrower and, to the Borrower’s actual knowledge, no Related Party of the foregoing is, to the Borrower’s actual knowledge, under investigation for an alleged violation of Anti-Money Laundering Laws or Anti-Corruption Laws by a Governmental Authority that enforces such laws. (ff) (ee) Beneficial Ownership Certification. The information included in the Beneficial Ownership Certification is true and correct in all respects as of the Closing Date. The Borrower will notify each Lender and Administrative Agent in writing promptly after becoming aware of any change in such information. The representations and warranties in Section 4.1(m) shall survive the termination of this Agreement and such representations and warranties may not be waived by any party hereto without the consent of the Administrative Agent. USActive 55525956.1255525956.15 86


 
(m) 1940 Act. The Collateral Manager is not required to register as an “investment company” within the meaning of the 1940 Act. (n) Compliance with Law. The Collateral Manager has complied in all material respects with all Applicable Law to which it may be subject, and no item of Collateral contravenes in any material respect any Applicable Law (including, without limitation, all applicable predatory and abusive lending laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy). (o) No Material Adverse Effect. No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect on the Collateral Manager since its formation date. (p) Actions of the Collateral Manager. The Collateral Manager acknowledges and agrees that, as of the date hereof, all of the Loans owned by the Borrower as of the Closing Date (or subject to irrevocable commitments to purchase by the Borrower for settlement (as participations or assignments) after the Closing Date) are owned by way of an assignment (and not a participation), other than each Ramp-up Participation Interest, and are as set forth on Schedule III and hereby consents to the acquisition by the Borrower on the Closing Date (or, in respect of Loans with respect to which the Borrower has entered into irrevocable commitments to purchase as of the Closing Date for settlement after the Closing Date) of each Loan set forth on Schedule III. (q) Sanctions. None of the Collateral Manager, any Person directly or indirectly Controlling the Collateral Manager nor any Person directly or indirectly Controlling the Collateral ManagerControlled by the Collateral Manager and, to the Collateral Manager’s actual knowledge, no Related Party of the foregoing (i) is a Sanctioned Person; (ii) is Controlledowned or controlled by, or is or has been acting or purporting to act for or on behalf of, directly or indirectly, a Sanctioned Person; or (iii) is, to the Collateral Manager’s actual knowledge, under investigation for an alleged breach of Sanction(s) by a governmental authorityGovernmental Authority that enforces Sanctions; or (iv) will not cause the Obligations to be repaid with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any Lender or any other party to this Agreement to be in breach of any Sanctions. To the Collateral Manager’s actual knowledge, no investor in such Person is a Sanctioned Person. The Collateral Manager will notify each Lender and Administrative Agent in writing promptlynot more than three (3) Business Days after becoming aware of any breach of this section. (r) Anti-Money Laundering Laws and Anti-Corruption Laws. None of the Collateral Manager, any Person directly or indirectly Controlling the Collateral Manager nor any Person directly or indirectly Controlled by the Collateral Manager and, to the Collateral Manager’s actual knowledge, no Related Party of the foregoing is under investigation for an alleged violation of Anti-Money Laundering Laws or Anti-Corruption Laws by a Governmental Authority that enforces such laws. USActive 55525956.1255525956.15 90 which will be released contemporaneously with the acquisition thereof by the Borrower) and in compliance in all material respects with all Applicable Laws. (b) No Fraud. Each Loan originated by an unaffiliated third party was, to the Seller’s knowledge as of the date of the transfer by the Seller to the Borrower of such Loan, originated without any fraud or material misrepresentation. (c) Sanctions. None of the Seller, any Person directly or indirectly Controlling the Seller nor any Person directly or indirectly ControllingControlled by the Seller and, to the Seller’s actual knowledge, no Related Party of the foregoing (i) is a Sanctioned Person; (ii) is Controlledowned or controlled by, or is or has been acting or purporting to act for or on behalf of, directly or indirectly, a Sanctioned Person; or (iii) is, to the Seller’s actual knowledge, under investigation for an alleged breach of Sanction(s) by a governmental authorityGovernmental Authority that enforces Sanctions; or (iv) will not cause the Obligations to be repaid with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any Lender or any other party to this Agreement to be in breach of any Sanctions. To the Seller’s actual knowledge, no investor in such Person is a Sanctioned Person. The Seller will notify each Lender and Administrative Agent in writing promptlynot more than three (3) Business Days after becoming aware of any breach of this section. (d) Anti-Money Laundering Laws and Anti-Corruption Laws. None of the Seller, any Person directly or indirectly Controlling the Seller nor any Person directly or indirectly Controlled by the Seller and, to the Seller’s actual knowledge, no Related Party of the is under investigation for an alleged violation of Anti-Money Laundering Laws or Anti-Corruption Laws by a Governmental Authority that enforces such laws. (e) (d) 1940 Act. The Seller is regulated as a business development company under the 1940 Act. (f) (e) BDC Status. The Seller will use its best efforts to continue to be regulated as a business development company under the 1940 Act. ARTICLE V. GENERAL COVENANTS Section 5.1. Affirmative Covenants of the Borrower. The Borrower covenants and agrees with the Lenders that during the Covenant Compliance Period: (a) Compliance with Laws. The Borrower will comply in all material respects with all Applicable Laws, including those with respect to the Collateral or any part thereof. (b) Preservation of Company Existence. The Borrower will (i) preserve and maintain its limited liability company existence, rights, franchises and privileges in the jurisdiction of its formation, (ii) qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, USActive 55525956.1255525956.15 92 after the end of each fiscal year, commencing with the first fiscal year ended after the Closing Date, consolidated audited financial statements of the Borrower, audited by a firm of nationally recognized independent public accountants. (r) Equityholder Financial Statements. The Borrower will cause the Equityholder to submit to the Administrative Agent and each Lender, (A) within sixty (60) days after the end of each of its fiscal quarters (excluding the fiscal quarter ending on the date specified in clause (B)), commencing with the first fiscal quarter after the Closing Date, consolidated unaudited financial statements of the Equityholder for the most recent fiscal quarter and (B) within one hundred and twenty (120) days after the end of each fiscal year, commencing with the first fiscal year ended after the Closing Date, consolidated audited financial statements of the Equityholder, audited by a firm of nationally recognized independent public accountants. (s) Further Assurances. The Borrower will execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing UCC and other financing statements, agreements or instruments) that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and first priority (subject to Permitted Liens) of the security interests and Liens created or intended to be created hereby. Such security interests and Liens will be created hereunder and the Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions and lien searches) as it shall reasonably request to evidence compliance with this Section 5.1(s). The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority status of each such security interest and Lien. (t) Non-Consolidation. The Borrower shall at all times act in a manner such that each of the assumptions made by Schulte Roth & Zabel LLP in their opinion delivered pursuant to Section 3.1(f)(ii) is true and accurate in all material respects. The Borrower shall at all times observe and be in compliance in all material respects with all covenants and requirements in the Borrower LLC Agreement. (u) Delivery of Certificates of Assignments. The Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Custodian) no later than sixty (60) days after the execution of a Master Participation Agreement, certificate of assignment substantially in the form of Exhibit F (including Exhibit A thereto), with respect to each related Ramp-up Participation Interest containing such additional information as may be reasonably requested by the Administrative Agent[Reserved]. (v) Loan Acquisitions. All Loans acquired by the Borrower shall be acquired either from the Seller pursuant to the Sale Agreement or the Master Participation Agreement or from an unaffiliated third party, except as otherwise provided in Section 2.3 of the Sale Agreement. (w) Compliance with Anti-Money Laundering Laws and Anti-Corruption Laws. The Borrower shall, and the Borrower shall ensure that each Person directly or indirectly Controlling the Borrower shalland each Person directly or indirectly Controlled by the Borrower and, to the Borrower’s actual knowledge, any Related Party of the foregoing will: (i) comply USActive 55525956.1255525956.15 97 with all applicable Anti–-Money Laundering Laws and Anti-Corruption Laws in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with the Anti-Money Laundering Laws and Anti-Corruption Laws; (ii) conduct the requisite due diligence in connection with the transactions contemplated herein for purposes of complying with the Anti-Money Laundering Laws, including with respect to the legitimacy of any applicable investor and the origin of the assets used by such investor to purchase the property in question, and will maintain sufficient information to identify any applicable investor for purposes of the Anti-Money Laundering Laws; (iii) ensure it does not, directly or indirectly, use any of the creditproceeds of any Advance hereunder to fund, finance, or facilitate any activities, business or transactions that are in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; and (iv) ensure it does not fund any repayment of the Obligations with proceeds that are directly or, to its actual knowledge, indirectly derived from any transaction or activity that is prohibited by any Anti-Corruption Laws or Anti-Money Laundering Laws, or that could otherwise cause any Lender or any other party to this Agreement to be in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws. (x) Other. The Borrower will furnish to the Administrative Agent promptly, from time to time, such other information, documents, records or reports respecting the Collateral or the condition or operations, financial or otherwise, of the Collateral Manager or the Borrower as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent or the other Secured Parties under or as contemplated by this Agreement. (y) Compliance with Sanctions. The Borrower shall, and shall ensure that any Person directly or indirectly Controlling the Borrower nor any Person directly or indirectly Controlled by the Borrower and, to the Borrower’s actual knowledge, any Related Party of the foregoing will, comply with all applicable Sanctions, and maintain policies and procedures reasonably designed to ensure compliance with Sanctions. The Borrower will notify each Lender and the Administrative Agent in writing not more than three (3) Business Days after becoming aware of any breach of this section. Section 5.2. Negative Covenants of the Borrower. During the Covenant Compliance Period: (a) Other Business. The Borrower will not (i) engage in any business other than (A) entering into and performing its obligations under the Transaction Documents and other activities contemplated by the Transaction Documents and the Borrower LLC Agreement, (B) the acquisition, ownership and management of the Collateral and (C) the sale or disposition of Loans and other Collateral as permitted hereunder, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to the Transaction Documents or (iii) form any Subsidiary or make any Investment in any other Person (other than Permitted Investments). (b) Collateral Not to be Evidenced by Instruments. The Borrower will take no action to cause any Loan that is not, as of the Closing Date or the related Purchase Date, as the case may be, evidenced by an Instrument, to be so evidenced except in connection with the USActive 55525956.1255525956.15 98


 
unless (x) the change in such instructions is to comply with the terms of the Transaction Documents or (y) the Administrative Agent has consented to such change. (i) Extension or Amendment of Collateral. The Borrower will not, except as otherwise permitted in Section 6.4(a), consent to the extension, amendment or other modification of the terms of any Loan without the prior written consent of the Administrative Agent. (j) Fiscal Year. The Borrower shall not change its fiscal year or method of accounting without providing the Administrative Agent with prior written notice (i) providing a detailed explanation of such changes and (ii) including a pro forma financial statements demonstrating the impact of such change. (k) Change of Control. The Borrower shall not enter into any transaction or agreement which results in a Change of Control. (l) Sole Ownership. The Borrower shall not have more than one (1) owner of its membership interests during the term of this Agreement. (m) Disregarded Entities. The Borrower shall not file any election or take any position to be other than a “disregarded entity” for U.S. tax purposes. (n) Restricted Payments. The Borrower shall not make any Restricted Payments other than (i) so long as no Event of Default or Default has occurred and is continuing or would result therefrom, (x) amounts on deposit in the Interest Collection Account that would have been distributed pursuant to Section 2.7(a)(9) on the immediately preceding Payment Date but for the existence of a Default, (y) amounts on deposit in the Principal Collection Account that would have been distributed pursuant to Section 2.7(b)(11) on the immediately preceding Payment Date but for the existence of a Default and (z) amounts on deposit in the Collection Account that would have been distributed pursuant to Section 2.8(9) on the immediately preceding Payment Date but for the existence of an Event of Default and (ii) amounts the Borrower receives in accordance with Section 2.7, Section 2.8 or any other provision of any Transaction Document which expressly requires or permits payments to be made to or amounts to be reimbursed to the Borrower. (o) Compliance with Sanctions. None of theThe Borrower norshall not, and shall ensure that any Person directly or indirectly Controlling the Borrower will, any Person directly or indirectly Controlled by the Borrower and, to the Borrower’s actual knowledge, any Related Party of the Borrower,foregoing will not, directly or indirectly, use the proceeds of any Advance hereunder, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person (i) to fund, finance, or facilitate any activities or, business or transactions of or with a Sanctioned Person, or (ii) in any other manner that would beis prohibited by Sanctions or wouldthat could otherwise cause any Lender to be in breach of any Sanctions. The Borrower shall comply with all applicable Sanctions in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance withwill not fund any repayment of the Obligations with proceeds derived, directly or, to its actual knowledge, indirectly, from any transaction that is prohibited by Sanctions or that could otherwise cause any Lender or any other party to this Agreement, or, to its actual knowledge, any USActive 55525956.1255525956.15 100 Related Party, to be in breach of any Sanctions. The Borrower will notify each Lender and the Administrative Agent in writing promptlynot more than three (3) Business Days after becoming aware of any breach of this section. Section 5.3. Affirmative Covenants of the Collateral Manager. The Collateral Manager covenants and agrees with the Lenders that during the Covenant Compliance Period: (a) Compliance with Law. The Collateral Manager will comply in all material respects with all Applicable Law, including those with respect to the Collateral or any part thereof. (b) Preservation of Company Existence. The Collateral Manager will (i) preserve and maintain its limited liability company existence, rights, franchises and privileges in the jurisdiction of its formation and (ii) qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect. (c) Performance and Compliance with Collateral. The Collateral Manager will duly fulfill and comply with all obligations on the part of the Borrower to be fulfilled or complied with under or in connection with each item of Collateral and will do nothing to impair the rights of the Administrative Agent, as agent for the Secured Parties, or of the Secured Parties in, to and under the Collateral. (d) Keeping of Records and Books of Account. (i) The Collateral Manager will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Collateral in the event of the destruction of the originals thereof), and keep and maintain in all material respects all documents, books, records and other information reasonably necessary or advisable for the collection of all Collateral and the identification of the Collateral. (ii) The Collateral Manager shall permit the Administrative Agent or its designated representatives to visit the offices of the Collateral Manager during normal office hours and upon reasonable advance notice and examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers or employees of the Collateral Manager having knowledge of such matters; provided that the right of the Administrative Agent provided herein to visit and inspect the financial records and properties of the Collateral Manager shall be limited to not more than one (1) such visit and inspection in any fiscal year; provided further that after the occurrence of a Collateral Manager Default or an Event of Default and during its continuance, there shall be no limit to the number of such visits and inspections, and after the resolution of such Collateral Manager Default or Event of Default, the number of visits occurring in the current fiscal year shall be deemed to be zero. USActive 55525956.1255525956.15 101 (n) Loan Register. The Collateral Manager will maintain, or cause to be maintained, with respect to each Noteless Loan with respect to which the Collateral Manager or an Affiliate thereof acts as administrative agent (or a comparable capacity), a register (each, a “Loan Register”) in which it will record, or cause to be recorded, (v) the principal amount of such Noteless Loan, (w) the amount of any principal or interest due and payable or to become due and payable from the Obligor thereunder, (x) the amount of any sum in respect of such Noteless Loan received from the related Obligor, (y) the date of origination of such Noteless Loan and (z) the maturity date of such Noteless Loan. At any time such a Noteless Loan is included in the Collateral, the Collateral Manager shall deliver to the Borrower, the Administrative Agent and the Collateral Custodian a copy of the related Loan Register, together with a certificate of a Responsible Officer of the Collateral Manager certifying to the accuracy of such Loan Register as of the date of acquisition of such Noteless Loan by the Borrower, all of which information may be included in the applicable Borrowing Base Certificate. (o) Compliance with Sanctions. The Collateral Manager shall, and shall ensure that any Person directly or indirectly Controlling the Collateral Manager, any Person directly or indirectly Controlled by the Collateral Manager and, to the Collateral Manager’s actual knowledge, any Related Party of the foregoing will, comply with all applicable Sanctions, and maintain policies and procedures reasonably designed to ensure compliance with Sanctions. The Collateral Manager will notify each Lender and the Administrative Agent in writing not more than three (3) Business Days after becoming aware of any breach of this section. (p) (o) Compliance with Anti-Money Laundering Laws and Anti-Corruption Laws. The Collateral Manager, shall, and shall ensure that each Person directly or indirectly Controlling the Collateral Manager and each Person directly or indirectly Controlled by the Collateral Manager and, to the Collateral Manager’s actual knowledge, any Related Party of the foregoing shallwill: (i) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with the Anti-Money Laundering Laws and Anti-Corruption Laws; (ii) conduct the requisite due diligence in connection with the transactions contemplated herein for purposes of complying with the Anti-Money Laundering Laws, including with respect to the legitimacy of any applicable investor and the origin of the assets used by such investor to purchase the property in question, and will maintain sufficient information to identify any applicable investor for purposes of the Anti-Money Laundering Laws; (iii) ensure it does not causethat the Borrower todoes not, directly or, to its actual knowledge, indirectly, use any of the creditproceeds of any Advance hereunder to fund, finance, or facilitate any activities, business or transactions that are in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; and (iv) ensure it does not causethat the Borrower todoes not fund any repayment of the Obligations with proceeds that are directly or, to its actual knowledge, indirectly derived from any transaction or activity that is prohibited by any Anti-Corruption Laws or Anti-Money Laundering Laws, or that could otherwise cause any Lender or any other party to this Agreement to be in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws. USActive 55525956.1255525956.15 104 (p) Sanctions. The Collateral Manager shall promptly notify the Administrative Agent and the Lenders in writing of any breach of any representation, warranty or covenant relating to Sanctions or Sanctioned Persons by itself or by the Borrower. Section 5.4. Negative Covenants of the Collateral Manager. During the Covenant Compliance Period: (a) Mergers, Acquisition, Sales, etc. The Collateral Manager will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or all or substantially all of the equity interests of any other Person, or sell, transfer, convey or lease all or substantially all of its assets, or sell or assign with or without recourse any Collateral or any interest therein (other than as otherwise permitted pursuant to this Agreement). (b) Change of Location of Underlying Instruments. The Collateral Manager shall not, without the prior consent of the Administrative Agent, consent to the Collateral Custodian moving any Certificated Securities or Instruments from the Collateral Custodian’s offices set forth in Section 5.5(c) on the Closing Date (except as otherwise permitted pursuant to this Agreement, including Section 7.8 or Section 7.9), unless the Collateral Manager has given at least thirty (30) days’ written notice to the Administrative Agent and has authorized the Administrative Agent to take all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security interest of the Administrative Agent as agent for the Secured Parties in the Collateral (subject to Permitted Liens). (c) Change in Payment Instructions to Obligors. The Collateral Manager will not make any change in its instructions to Obligors regarding payments to be made with respect to the Collateral to the Collection Account, unless (x) the change in such instructions is to comply with the terms of the Transaction Documents or (y) the Administrative Agent has consented to such change. (d) Extension or Amendment of Collateral. The Collateral Manager will not, except as otherwise permitted in Section 6.4(a), consent on behalf of the Borrower to the extension, amendment or modification to the terms of any Loan without the prior written consent of the Administrative Agent. (e) Members of the Borrower. The Collateral Manager shall not permit any Person which is not a “United States Person” within the meaning Section 7701(a)(30) of the Code to own any membership interests in the Borrower. (f) Bankruptcy. The Collateral Manager will not cause the Borrower to file a voluntary petition under the Bankruptcy Code or Insolvency Laws. (g) Compliance with Sanctions. None ofThe Collateral Manager shall not, and shall ensure that any Person directly or indirectly Controlling the Collateral Manager nor any Person directly or indirectly ControllingControlled by the Collateral Manager will, directly orand, to the knowledge of the Collateral Manager,’s actual knowledge, any Related Party of the foregoing will not, directly or indirectly, cause the Borrower to use the proceeds of any Advance hereunder, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint USActive 55525956.1255525956.15 105


 
venture partner, or other Person (i) to fund, finance or facilitate any activities or , business or transactions of or with a Sanctioned Person, or (ii) in any manner that would beis prohibited by Sanctions or wouldthat could otherwise cause any Lender to be in breach of any Sanctions. The Collateral Manager shall comply with all applicable Sanctions in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance withwill not cause the funding of any repayment of the Obligations with proceeds derived, directly or, to its actual knowledge, indirectly, from any transaction that is prohibited by Sanctions or that could otherwise cause any Lender or any other party to this Agreement, or, to its actual knowledge, any Related Party, to be in breach of any Sanctions. The Collateral Manager will notify each Lender and the Administrative Agent in writing promptlynot more than three (3) Business Days after becoming aware of any breach of this section. Section 5.5. Affirmative Covenants of the Collateral Custodian. During the Covenant Compliance Period: (a) Compliance with Law. The Collateral Custodian will comply in all material respects with all Applicable Law. (b) Preservation of Existence. The Collateral Custodian will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect. (c) Location of Underlying Instruments. Subject to Section 7.8, the Underlying Instruments shall remain at all times in the possession of the Collateral Custodian at its offices at 425 Hennepin Ave., Minneapolis, MN, 55414, unless notice of a different address is given in accordance with the terms hereof or unless the Administrative Agent agrees to allow certain Underlying Instruments to be released to the Collateral Manager on a temporary basis in accordance with the terms hereof, except as such Underlying Instruments may be released pursuant to this Agreement. Section 5.6. Negative Covenants of the Collateral Custodian. During the Covenant Compliance Period: (a) Underlying Instruments. The Collateral Custodian will not dispose of any documents constituting the Underlying Instruments in any manner that is inconsistent with the performance of its obligations as the Collateral Custodian pursuant to this Agreement and will not dispose of any Collateral except as contemplated by this Agreement. The Collateral Custodian’s services hereunder shall be conducted through its Corporate Trust Services division (including, as applicable, any agents or Affiliates utilized thereby). (b) No Changes to Collateral Custodian Fee. The Collateral Custodian will not make any changes to the Collateral Custodian Fee set forth in the Collateral Custodian Fee Letter without the prior written approval of the Administrative Agent and the Borrower. USActive 55525956.1255525956.15 106 Section 5.7. Covenants of the Seller and the Equityholder. (a) Notice. Promptly after the knowledge (without giving effect to Section 1.4(l)) or receipt of notice of a Responsible Officer of the Seller of the same, the Seller shall notify the Administrative Agent and the Borrower if any representation or warranty set forth in Section 4.5 was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Administrative Agent a written notice setting forth in reasonable detail the nature of such facts and circumstances. The Seller shall notify the Administrative Agent and the Borrower in the manner set forth in the preceding sentence before any Funding Date of any facts or circumstances within the knowledge (without giving effect to Section 1.4(l)) of a Responsible Officer of the Seller which would render any of the said representations and warranties untrue as of such Funding Date. (b) Negative Pledge. The Seller, as the Equityholder, shall not permit any Person to have a Lien over the limited liability company interests of the Borrower (other than Permitted Liens). (c) Compliance with Sanctions. The Seller and the Equityholder shall not, and shall ensure that any Person directly or indirectly Controlling the Seller or the Equityholder, any Person directly or indirectly Controlled by the Seller or the Equityholder and, to the Seller’s or the Equityholder’s actual knowledge, any Related Party of the foregoing will not, directly or, to its actual knowledge, indirectly, use the proceeds of any Advance hereunder, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person (i) to fund, finance or facilitate any activities, business or transactions of or with a Sanctioned Person or (ii) in any manner that is prohibited by Sanctions or that could otherwise cause any Lender to be in breach of any Sanctions. The Seller and the Equityholder will not cause the funding of any repayment of the Obligations with proceeds derived, directly or, to its actual knowledge, indirectly, from any transaction that is prohibited by Sanctions or that could otherwise cause any Lender or any other party to this Agreement, or, to its actual knowledge, any Related Party, to be in breach of any Sanctions. The Seller and the Equityholder shall, and shall ensure that each Person directly or indirectly Controlling the Seller or the Equityholder, each Person directly or indirectly Controlled by the Seller or the Equityholder and, to the Seller’s or the Equityholder’s actual knowledge, any Related Party of the foregoing will, comply with all applicable Sanctions, and maintain policies and procedures reasonably designed to ensure compliance with Sanctions. The Seller or the Equityholder, as applicable, will notify each Lender and the Administrative Agent in writing not more than three (3) Business Days after becoming aware of any breach of this section. (d) Compliance with Anti-Money Laundering Laws and Anti-Corruption Laws. The Seller and the Equityholder shall, and shall ensure that each Person directly or indirectly Controlling the Seller or the Equityholder, each Person directly or indirectly Controlled by the Seller or the Equityholder and, to the Seller’s or the Equityholder’s actual knowledge, any Related Party of the foregoing will: (i) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with the Anti-Money Laundering Laws and Anti-Corruption Laws; (ii) conduct the requisite due diligence in connection with the transactions contemplated herein for purposes of complying with the Anti-Money Laundering USActive 55525956.1255525956.15 107 Laws, including with respect to the legitimacy of any applicable investor and the origin of the assets used by such investor to purchase the property in question, and will maintain sufficient information to identify any applicable investor for purposes of the Anti-Money Laundering Laws; (iii) ensure that the Borrower does not, directly or, to its actual knowledge, indirectly, use the proceeds of any Advance hereunder to fund, finance, or facilitate any activities, business or transactions that are in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; and (iv) ensure that the Borrower does not fund any repayment of the Obligations with proceeds that are directly or, to its actual knowledge, indirectly derived from any transaction or activity that is prohibited by any Anti-Corruption Laws or Anti-Money Laundering Laws, or that could otherwise cause any Lender or any other party to this Agreement to be in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws. ARTICLE VI. COLLATERAL MANAGEMENT Section 6.1. Designation of the Collateral Manager. Subject to Section 6.11, the servicing, administering and collection of the Collateral shall be conducted by the Collateral Manager. Section 6.2. Duties of the Collateral Manager. (a) Appointment. Pursuant to the Borrower LLC Agreement, the Borrower has appointed the Collateral Manager as its agent to service the Collateral and enforce its rights and remedies in, to and under such Collateral. The Collateral Manager has accepted such appointment and agrees to perform the duties and obligations with respect thereto as set forth herein. The Collateral Manager and the Borrower hereby acknowledge that the Administrative Agent and the other Secured Parties are third party beneficiaries of the obligations undertaken by the Collateral Manager hereunder. (b) Duties. The Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to collect on the Collateral from time to time, all in accordance with Applicable Law and the Credit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager shall include the following: (i) preparing and submitting claims to, and acting as post-billing liaison with, Obligors on each Loan (for which no administrative or similar agent exists); (ii) maintaining all necessary records and reports with respect to the Collateral and providing such reports to the Administrative Agent in respect of the management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent may reasonably request; (iii) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate management and administration records evidencing the Collateral in the event of the destruction of the originals thereof) and USActive 55525956.1255525956.15 108 until the Collateral Manager has received notice of the Administrative Agent’s exercise of its power of attorney hereunder. ARTICLE IX. EVENTS OF DEFAULT Section 9.1. Events of Default. The following events shall be Events of Default (“Events of Default”) hereunder: (a) the Borrower defaults in making any payment required to be made under an agreement for borrowed money (other than this Agreement) to which it is a party individually or in an aggregate principal amount in excess of $500,000 and such default is not cured within the applicable cure period, if any, provided for under such agreement; or (b) the Borrower fails to make any payment of accrued and unpaid Interest when due and such failure is not cured within five (5) Business Days; or (c) the Borrower fails to repay the Obligations in full on the Termination Date; or (d) any failure on the part of the Borrower or the Equityholder to duly observe or perform in any material respect any other covenants or agreements of the Borrower (other than those specifically addressed by a separate Event of Default) set forth in this Agreement or the other Transaction Documents to which the Borrower is a party, and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower and (ii) the date on which the Borrower acquires knowledge thereof; or (e) any representation, warranty or certification made by the Borrower or the Equityholder in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made or deemed made, which has a material adverse effect on the Administrative Agent or any Lender and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower and (ii) the date on which the Borrower acquires knowledge thereof; or (f) the occurrence of an Insolvency Event relating to the Borrower or the Equityholder; or (g) the occurrence and continuation of a Collateral Manager Default; (h) the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in excess individually or in the aggregate of $500,000 against the Borrower, and the Borrower shall not have, within ninety (90) USActive 55525956.1255525956.15 126


 
Section 11.10. Erroneous Payments. (a) The LenderLenders, each other Secured Party and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or any other Secured Party or any other Person that the Administrative Agent has determined in its sole discretion that such person has received funds on behalf of a Lender, Secured Party or other Person (each such recipient, a “Payment Recipient”) from the Administrative Agent or any of its Affiliates which were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 11.10(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”) then such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (b) Without limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall promptly (and, in all events, within one Business Day of its knowledge (or deemed knowledge) of such error) notify the Administrative Agent in writing of such occurrence. (c) In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand from the Administrative Agent such Payment Recipient shall (or, with respect to any Payment Recipient who received such funds on its behalf shall cause such Payment Recipient to), promptly, but in all events no later than one Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the USActive 55525956.1255525956.15 138 Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (c), from the Lender that is a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Payment Recipient (i) such Payment Recipient shall be deemed to have assigned its Advances (but not its Commitments) with respect to which such Erroneous Payment was made to the Administrative Agent or, at the option of the Administrative Agent, the Lender Affiliated with the Administrative Agent, in a principal amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Advances (but not Commitments), the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest, without further consent or approval of any party hereto without any further payment by the Administrative Agent or its Affiliated Lender as the assignee of such Erroneous Payment Deficiency Assignment, and the Administrative Agent may reflect in the Register its ownership interest in the Advances subject to the Erroneous Payment Deficiency Assignment. As to any Erroneous Payment Deficiency Assignment, the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 12.16. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of the applicable Lender and such Commitments shall remain available in accordance with the terms of this Agreement. (e) Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Payment Recipient with respect to such amount, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrower (except to the extent that the funds used to make such Erroneous Payment were received from the Borrower as repayment of such Obligations) and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received (except to the extent that the funds used to make such Erroneous Payment were received from the Borrower (or were withdrawn from the Collection Account) as repayment of such Obligations). (f) Each Payment Recipient hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Transaction Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under pursuant to this Section 11.10 or under the indemnification provisions of this Agreement. USActive 55525956.1255525956.15 139 (g) Each party’s obligations under this Section 11.10 shall survive the resignation or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Transaction Document. ARTICLE XII. MISCELLANEOUS Section 12.1. Amendments and Waivers. Except as provided in this Section 12.1, no amendment, waiver or other modification of any provision of this Agreement shall be effective without the written agreement of the Borrower, the Equityholder, the Collateral Manager, the Administrative Agent and the Required Lenders; provided that (i) any amendment of the Agreement that is solely for the purpose of adding a Lender may be effected without the written consent of the Borrower or any Lender, (ii) no such amendment, waiver or modification materially adversely affecting the rights or obligations of the Collateral Custodian shall be effective without the written agreement of such Person, and (iii) any amendment of the Agreement that a Lender is advised by its legal or financial advisors to be necessary in order to avoid the consolidation of the Borrower with such Lender for accounting purposes may be effected without the written consent of any other Lender but with the written consent of the Borrower (not to be unreasonably withheld) and (iv) no such amendment, waiver or modification shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. (a) Benchmark Replacement Settings (1) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders holding greater than 50% of the aggregate Commitments then in effect. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 12.1 will occur prior to the applicable Benchmark Transition Start Date. (2) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the USActive 55525956.1255525956.15 140 the contrary. The register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Each Lender that sells a participation interest hereunder shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each such participant’s interest in the obligations under the Transaction Documents (the “Participant Register”); provided that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. No sale of a participation shall be valid unless recorded in the Participant Register. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Section 12.17. Heading and Exhibits. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes. Section 12.18. Intent of the Parties. It is the intent and understanding of each party hereto that the Advances are loans from the Lenders to the Borrower and do not constitute a “security” within the meaning of Section 8-102(15) of the UCC. Section 12.19. Recognition of the U.S. Special Resolution Regimes. In the event To the extent that the Borrowerthis Agreement and/or any other Transaction Document constitutes a QFC, the Borrower agrees with each Secured Party as of the Closing Date as follows: (a) In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Borrower of this Agreement and/or anysuch other Transaction Document, and any interest and obligation in or under this Agreement and/or anysuch other Transaction Document, from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement and/or anysuch other the Transaction Document, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. USActive 55525956.1255525956.15 150


 
(b) In the event that the Borrowera Covered Party or a BHC Act Affiliate of the Borrowersuch Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement and/or anysuch other Transaction Document that may be exercised against the Borrowersuch Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement and/or anysuch other Transaction Document were governed by the laws of the United States or a state of the United States. [Remainder of Page Intentionally Left Blank.] USActive 55525956.1255525956.15 151 THE ADMINISTRATIVE AGENT WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent By: Name: Title: LENDER: WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: Name: Title: SWINGLINE LENDER: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender By: Name: Title: [Signatures Continued on the Following Page] Annex A (Continued) WELLS FARGO BANK, NATIONAL ASSOCIATION 550 South Tryon Street Charlotte, NC 28202 Attention: Corporate Debt Finance Facsimile: (704) 715-0067 Confirmation: (704) 410-2489 All electronic dissemination of Notices should be sent to scp.mmloans@wellsfargo.com and agencyservices.request@wellsfargo.com WELLS FARGO BANK, NATIONAL ASSOCIATION as a Lender and Swingline Lender 550 South Tryon Street Charlotte, NC 28202 Attention: Corporate Debt Finance Facsimile: (704) 715-0067 Confirmation: (704) 410-2489 All electronic dissemination of Notices should be sent to scp.mmloans@wellsfargo.com and agencyservices.request@wellsfargo.com WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Custodian For notices Wells Fargo Bank, National Association Corporate Trust Services Division 9062 Old Annapolis Rd. Columbia, Maryland 21045 Attn: CDO Trust Services—New Mountain Capital Fax: (410) 715-3748 Phone(410) 884-2000 USActive 55525956.1255525956.15 Commitment Annex B Wells Fargo Bank, National Association $350,000,000600,000,000 Lender


 
USActive 55525956.1255525956.15 $35,000,000 $40,000,000 $45,000,000 60,000,000 4 Clause (dd)(i) 2 Largest Obligors $35,000,000 $40,000,000 $45,000,000 60,000,000 Clause (dd)(ii) Next 3 Largest Obligors Clause (z) Non-US Loans $27,000,000 Facility Amount1,2 $33,000,000 $35,000,000 $37,000,000 50,000,000 1 $40,000,000 Clause (dd)(iii) All Other Obligors $350,000,000 $23,000,000 $45,000,000 60,000,000 $26,500,000 $30,000,000 40,000,000 $400,000,000 Clause (ee) Second Lien Loans Clause (y) Unfunded $17,500,000 2 $20,000,000 $35,000,000 $22,500,000 30,000,000 $450,000,000 600,000,000 $40,000,000 Clause (ff) Recurring Revenue Loans Annex C $35,000,000 $45,000,000 60,000,000 $40,000,000 $45,000,000 60,000,000 3 Clause (aa) Fixed Rate Eligible Loan 1 If the current Facility Amount is not equal to an amount set forth in the “Facility Amount” row, then the applicable Facility Amount shall be the next lowest amount set forth in the “Facility Amount” row. 2 If the Facility Amount is reduced below $350,000,000, each number in column 1 of the above chart shall be agreed to in writing (including via email) at the time of such reduction by the Borrower and the Administrative Agent. USActive 55525956.1255525956.15 Required Minimum Equity Amount Clause (x) $100,000,000 $113,000,000 $127,000,000 170,000,000


 
EX-19.1 3 appendixh-statementofpol.htm EX-19.1 appendixh-statementofpol
242 Appendix H Statement of Policy on Insider Trading 243 STATEMENT OF POLICY ON INSIDER TRADING Introduction It is illegal for any person, either personally or on behalf of others, to trade in securities on the basis of material, non-public information. It is also illegal to communicate (or “tip”) material, non-public information to others who may trade in securities on the basis of that information. These illegal activities are commonly referred to as “insider trading.” Employees should be aware that in addition to policy of each of the Companies (as defined in the Rule 38a-1 Compliance Manual, and individually or interchangeably the “Company”) (and any company controlled by the Company) against insider trading, all employees, not just directors, officers and managerial personnel, could be held liable, both civilly and criminally, for trading on or disclosing to third parties material non-public information concerning the Company. Potential penalties for insider trading violations include imprisonment for up to 10 years, civil fines of up to three times the profit gained or loss avoided by the trading, and criminal fines of up to $1 million. In addition, a company whose director, officer or employee violates the insider trading prohibitions may be liable for a civil fine of up to the greater of $1 million or three times the profit gained or loss avoided as a result of the director, officer or employee’s insider trading violations. Moreover, a director, officer or employee’s failure to comply with the Company’s insider trading policy may subject such person to sanctions imposed by the Company, including dismissal for cause, whether or not such person’s failure to comply with this policy results in a violation of law. This memorandum sets forth the Company’s policy against insider trading. The objective of this policy is to protect both you and the Company from securities law violations, or even the appearance thereof. All directors, officers and employees (including temporary employees) of the Company and its investment adviser, New Mountain Finance Advisers BDC, L.L.C. (the “investment adviser”) must comply with this policy. You are encouraged to ask questions and seek any follow-up information that you may require with respect to the matters set forth in this policy. Please direct your questions to the Company’s Chief Compliance Officer. Statement of Policy It is the policy of the Company that no director, officer or employee (including a temporary employee) of the Company or the investment adviser who is aware of material nonpublic information relating to the Company or the investment adviser may, directly or through family members or other persons or entities, (a) buy or sell securities of the Company (other than pursuant to a pre-approved trading plan that complies with Rule 10b5-1 of the Securities Exchange Act of 1934), or engage in any other action to take personal advantage of that information, or (b) pass that information on to others outside of the Company, including family and friends. 244 In addition, it is the policy of the Company that no director, officer or employee (including a temporary employee) of the Company or the investment adviser who, in the course of working for the Company, learns of material nonpublic information about a company with which the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until the information becomes public or is no longer material. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not excepted from the policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct. What information is material? All information that an investor might consider important in deciding whether to buy, sell, or hold securities is considered material. Information that is likely to affect the price of a company’s securities is almost always material. Examples of some types of material information are: • financial results or expectations for the quarter or the year; • financial forecasts; • changes in dividends; • possible mergers, acquisitions, joint ventures and other purchases and sales of companies and investments in companies; • changes in customer relationships with significant customers; • obtaining or losing important contracts; • important product developments; • major financing developments; • major personnel changes; and • major litigation developments. What is non-public information? Information is considered to be non-public unless it has been effectively disclosed to the public. Examples of public disclosure include public filings with the Securities and Exchange Commission and company press releases. Not only must the information have been publicly disclosed, but there must also have been adequate time for the market as a whole to digest the information. What transactions are prohibited? When you know material, non-public information about the Company, you, your spouse and members of your immediate family living in your household are prohibited from the following activities: • trading in the Company’s securities (including trading in puts and calls for the Company’s securities); • having others trade for you in the Company’s securities; and • disclosing the information to anyone else who might then trade. 245 Neither you nor anyone acting on your behalf nor anyone who learns the information from you (including your spouse and family members) can trade. This prohibition continues whenever and for as long as you know material, non-public information. Although it is most likely that any material, non-public information you might learn would be about the Company or its subsidiaries, these prohibitions also apply to trading in the securities of any company including any portfolio company or potential merger partner about which you have material, non-public information. Transactions by Family Members. As noted above, the Company’s insider trading policy applies to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in the Company’s securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in the Company’s securities). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in the Company’s securities. What is a Rule 10b5-1 trading plan? Notwithstanding the prohibition against insider trading, Rule 10b5-1 of the Securities Exchange Act of 1934 and this policy permit directors, officers and employees to trade in the Company’s securities regardless of their awareness of inside information if the transaction is made pursuant to a pre-arranged trading plan that was entered into when the director, officer or employee was not in possession of material nonpublic information. This policy requires trading plans to be written and to specify the amount of, date on, and price at which the securities are to be traded or establish a formula for determining such items. Trading plans may not be adopted when the director, officer or employee is in possession of material nonpublic information about the Company. A director, officer or employee may amend or replace his or her trading plan only during periods when trading is permitted in accordance with this policy. In December 2022, the SEC adopted amendments to Rule 10b5-1, which went into effect February 27, 2023. The amended Rule includes, among other changes, (1) implementation of a “cooling-off period” for trading under 10b5-1 plans; (2) required certifications about knowledge of material, non-public information and good faith; (3) changes to how 10b5-1 Plans may be used; and (4) new disclosure requirements for registrants and individuals. A cooling-off period is an established amount of time between the adoption of a 10b5-1 Plan and when trading can begin. Pursuant to the amended Rule 10b5-1, the cooling-off period for officers and directors of the Company will be either 90 days following adoption or modification of a 10b5-1 Plan or two business days following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the fiscal quarter in which the 10b5-1 Plan was adopted, whichever is later (resulting in a mandatory cooling-off period of 90 to 120 days). For persons other than officers and directors of the Company, the cooling-off period is 30 days following adoption or modification of a 10b5-1 Plan. Further, pursuant to the amended Rule 10b5-1, officers and directors must certify at the time they enter into or modify a 10b5-1 plan that (1) they are not aware of material nonpublic information about the issuer or its securities; and (2) they are adopting the contract, instruction, or plan “in good faith and not as part of a plan or scheme to evade the prohibitions” of Rule 10b-5. Two separate 10b5-1 trading plans for one person may exist at the same time if trading under the


 
246 later-commencing plan is not authorized to begin until after all trades under the earlier- commencing plan are completed or expire without execution. A director, officer or employee who wishes to enter into a trading plan must submit the trading plan to the Chief Compliance Officer for its approval prior to the adoption or amendment of the trading plan. Trades executed under Rule 10b5-1 trading plans must be timely disclosed on Forms 4 and 5. Transactions Under Company Dividend Reinvestment Plan Dividend Reinvestment Plan. The Company’s insider trading policy does not apply to purchases of the Company’s securities under the Company’s dividend reinvestment plan resulting from your reinvestment of dividends paid on the Company’s securities. The policy does apply, however, to voluntary purchases of the Company’s securities resulting from your election to participate in the plan or your increase in the level of participation in the plan. The policy also applies to your sale of any securities of the Company purchased pursuant to the plan. Additional Prohibited Transactions The Company considers it improper and inappropriate for any director, officer or other employee of the Company to engage in short-term or speculative transactions in the Company’s securities. It therefore is the Company’s policy that directors, officers and other employees may not engage in any of the following transactions: Short-Term Trading. An employee’s short-term trading of the Company’s securities may be distracting to the employee and may unduly focus the employee on the Company’s short-term stock market performance instead of the Company’s long-term business objectives. For these reasons, any director, officer or other employee of the Company who purchases the Company’s securities in the open market may not sell any of the Company’s securities of the same class during the six months following the purchase. Short Sales. Short sales of the Company’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, short sales of the Company’s securities are prohibited by this insider trading policy. In addition, Section 16(c) of the Securities Exchange Act of 1934 prohibits officers and directors from engaging in short sales. Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and therefore creates the appearance that the director, officer or employee is trading based on inside information. Transactions in options also may focus the director, officer or employee’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities, on an exchange or in any other organized market, are prohibited by this policy. (Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.”) 247 Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a director, officer or employee to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the director, officer or employee to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other shareholders. Therefore, the Company strongly discourages you from engaging in such transactions. Any person wishing to enter into such an arrangement must first pre-clear the proposed transaction with the Chief Compliance Officer. Any request for pre-clearance of a hedging or similar arrangement must be submitted to the Chief Compliance Officer at least two weeks prior to the proposed execution of documents evidencing the proposed transaction and must set forth a justification for the proposed transaction. Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in the Company’s securities, directors, officers and employees are prohibited from holding the Company’s securities in a margin account or pledging the Company’s securities as collateral for a loan. An exception to this prohibition may be granted where a person wishes to pledge the Company’s securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any person who wishes to pledge the Company’s securities as collateral for a loan must submit a request for approval to the Chief Compliance Officer at least two weeks prior to the proposed execution of documents evidencing the proposed pledge. Post-Termination Transactions The policy continues to apply to your transactions in the Company’s securities even after you have terminated employment. If you are in possession of material nonpublic information when your employment terminates, you may not trade in the Company’s securities until that information has become public or is no longer material. Unauthorized Disclosure As discussed above, the disclosure of material, non-public information to others can lead to significant legal difficulties. Therefore, you should not discuss material, non-public information about the Company with anyone, including other employees, except as required in the performance of your regular duties. Also, it is important that only specifically designated representatives of the Company discuss the Company with the news media, securities analysts, and investors. Inquiries of this type received by any employee should be referred to the Chief Executive Officer, President, Chief Compliance Officer or Chief Financial Officer. 248 Pre-Clearance Procedures To help prevent inadvertent violations of the federal securities laws and to avoid even the appearance of trading on inside information, directors and executive officers of the Company and any other persons designated by the Chief Compliance Officer as being subject to the Company’s pre-clearance procedures, together with their family members, may not engage in any transaction involving the Company’s securities (including a stock plan transaction such as a gift, loan or pledge or hedge, contribution to a trust, or any other transfer) without first obtaining pre-clearance of the transaction from the Chief Compliance Officer. A request for pre-clearance should be submitted to the Chief Compliance Officer at least two days in advance of the proposed transaction. The Chief Compliance Officer is under no obligation to approve a trade submitted for pre-clearance and may determine not to permit the trade. Any person subject to the pre-clearance requirements who wishes to implement a trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 must first pre-clear the plan with the Chief Compliance Officer. As required by Rule 10b5-1, you may enter into a trading plan only when you are not in possession of material nonpublic information. In addition, you may not enter into a trading plan during a blackout period. Transactions effected pursuant to a pre-cleared trading plan will not require further pre-clearance at the time of the transaction if the plan specifies the dates, prices and amounts of the contemplated trades, or establishes a formula for determining the dates, prices and amounts. Blackout Periods Quarterly Blackout Periods. The Company’s announcement of its quarterly financial results almost always has the potential to have a material effect on the market for the Company’s securities. Therefore, you can anticipate that, to avoid even the appearance of trading while aware of material nonpublic information, persons who are or may be expected to be aware of the Company’s quarterly financial results generally will not be pre-cleared to trade in the Company’s securities during the period beginning two weeks prior to the end of the Company’s fiscal quarter and ending 48 hours following the Company’s issuance of its quarterly or annual earnings release, analyst conference call or the filing of the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q with the Securities and Exchange Commission. Persons subject to these quarterly blackout periods include all directors and executive officers, all employees of the accounting department, and all other persons who are informed by the Chief Compliance Officer that they are subject to the quarterly blackout periods. To aid in your compliance with this policy, the Chief Compliance Officer will provide persons subject to these quarterly blackout periods with notice of the beginning and ending of such blackout period. Event-specific Blackout Periods. From time to time, an event may occur that is material to the Company and is known by only a few directors or executives. So long as the event remains material and nonpublic, directors, executive officers, and such other persons as are designated by the Chief Compliance Officer may not trade in the Company’s securities. The existence of an event-specific blackout will not be announced, other than to those who are aware of the event giving rise to the blackout. If, however, a person whose trades are subject to pre-clearance requests permission to trade in the Company’s securities during an event-specific blackout, the Chief 249 Compliance Officer will inform the requester of the existence of a blackout period, without disclosing the reason for the blackout. Any person made aware of the existence of an event- specific blackout should not disclose the existence of the blackout to any other person. The failure of the Chief Compliance Officer to designate a person as being subject to an event-specific blackout will not relieve that person of the obligation not to trade while aware of material nonpublic information. Hardship Exceptions. A person who is subject to a quarterly earnings blackout period and who has an unexpected and urgent need to sell the Company’s stock in order to generate cash may, in appropriate circumstances, be permitted to sell such stock even during the blackout period. Hardship exceptions may be granted only by the Chief Compliance Officer and must be requested at least two days in advance of the proposed trade. A hardship exception may be granted only if the Chief Compliance Officer concludes that the Company’s earnings information for the applicable quarter does not constitute material non-public information. Under no circumstance will a hardship exception be granted during an event-specific blackout period. Quiet Period. Subject to the Chief Compliance Officer’s discretion, generally, two weeks prior to the quarter-end and continuing through the release of earnings for the current quarter, persons subject to this Compliance Manual will be restricted in the communications that they can have with shareholders. Reasonable inquiries regarding a Company’s business that can be determined through public filings are not restricted from communications. However, any other inquiries should be reviewed by and approved for discussion by the Chief Compliance Officer during these quiet periods. Questions about this Policy Compliance by all directors, officers and employees with this policy is of the utmost importance both for you and for the Company. If you have any questions about the application of this policy to any particular case, please immediately contact the Chief Compliance Officer. Your failure to observe this policy could lead to significant legal problems, as well as other serious consequences, including termination of your employment.


 
EX-31.1 4 nmfslfi-12312023xex311.htm EX-31.1 Document

EXHIBIT 31.1 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER 
I, John R. Kline, Chief Executive Officer of NMF SLF I, Inc., certify that:
1.I have reviewed this Annual Report on Form 10-K of NMF SLF I, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act") Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 
d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): 
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated this 6th day of March, 2024
/s/ JOHN R. KLINE
John R. Kline


EX-31.2 5 nmfslfi-12312023xex312.htm EX-31.2 Document

EXHIBIT 31.2 
CERTIFICATION OF CHIEF FINANCIAL OFFICER 
I, Kris Corbett, Chief Financial Officer of NMF SLF I, Inc., certify that:
1.I have reviewed this Annual Report on Form 10-K of NMF SLF I, Inc.; 
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act") Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 
d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): 
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated this 6th day of March, 2024
/s/ KRIS CORBETT
Kris Corbett

EX-32.1 6 nmfslfi-12312023xex321.htm EX-32.1 Document

EXHIBIT 32.1 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350) 
 In connection with the Annual Report on Form 10-K for the period ended December 31, 2023 (the "Report") of NMF SLF I, Inc. (the "Registrant"), as filed with the United States Securities and Exchange Commission on the date hereof, I, John R. Kline, the Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ JOHN R. KLINE
Name:John R. Kline
Date:March 6, 2024


EX-32.2 7 nmfslfi-12312023xex322.htm EX-32.2 Document

EXHIBIT 32.2 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350) 
In connection with the Annual Report on Form 10-K for the period ended December 31, 2023 (the "Report") of NMF SLF I, Inc. (the "Registrant"), as filed with the United States Securities and Exchange Commission on the date hereof, I, Kris Corbett, the Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ KRIS CORBETT
Name:
Kris Corbett
Date:March 6, 2024

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OB Hospitalist Group, Inc. [Member] OB Hospitalist Group, Inc. 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Allworth Financial Group, L.P. [Member] Allworth Financial Group, L.P. 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Higginbotham Insurance Agency, Inc. [Member] Higginbotham Insurance Agency, Inc. 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