0001782524-25-000009.txt : 20250227 0001782524-25-000009.hdr.sgml : 20250227 20250227160732 ACCESSION NUMBER: 0001782524-25-000009 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 85 CONFORMED PERIOD OF REPORT: 20241231 FILED AS OF DATE: 20250227 DATE AS OF CHANGE: 20250227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Morgan Stanley Direct Lending Fund CENTRAL INDEX KEY: 0001782524 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-01332 FILM NUMBER: 25678732 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 761 0380 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: Morgan Stanley Direct Lending Fund LLC DATE OF NAME CHANGE: 20190923 FORMER COMPANY: FORMER CONFORMED NAME: Morgan Stanley BDC LLC DATE OF NAME CHANGE: 20190715 10-K 1 msdlf-20241231.htm 10-K msdlf-20241231
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Debt 22024-12-310001782524Mantech International CP, First Lien Debt 32024-12-310001782524PCX Holding Corp., First Lien Debt 12024-12-310001782524PCX Holding Corp., First Lien Debt 22024-12-310001782524PCX Holding Corp., First Lien Debt 32024-12-310001782524Two Six Labs, LLC, First Lien Debt 12024-12-310001782524Two Six Labs, LLC, First Lien Debt 22024-12-310001782524Two Six Labs, LLC, First Lien Debt 32024-12-310001782524us-gaap:AerospaceSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524AGI-CFI Holdings, Inc., First Lien Debt2024-12-310001782524RoadOne IntermodaLogistics, First Lien Debt 12024-12-310001782524RoadOne IntermodaLogistics, First Lien Debt 22024-12-310001782524RoadOne IntermodaLogistics, First Lien Debt 32024-12-310001782524msdlf:AirFreightAndLogisticsSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Continental Battery Company, First Lien Debt2024-12-310001782524PAI Holdco, Inc., Second Lien Debt2024-12-310001782524Randy's Holdings, Inc., First Lien Debt 12024-12-310001782524Randy's Holdings, Inc., First Lien Debt 22024-12-310001782524Randy's Holdings, Inc., First Lien Debt 32024-12-310001782524Sonny's Enterprises, LLC, First Lien Debt 12024-12-310001782524Sonny's Enterprises, LLC, First Lien Debt 22024-12-310001782524Spectrum Automotive Holdings Corp., First Lien Debt 12024-12-310001782524Spectrum Automotive Holdings Corp., First Lien Debt 22024-12-310001782524Spectrum Automotive Holdings Corp., First Lien Debt 32024-12-310001782524msdlf:AutoComponentsSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524ARI Network Services, Inc., First Lien Debt 12024-12-310001782524ARI Network Services, Inc., First Lien Debt 22024-12-310001782524ARI Network Services, Inc., First Lien Debt 32024-12-310001782524COP Collisionright Parent, LLC, First Lien Debt 12024-12-310001782524COP Collisionright Parent, LLC, First Lien Debt 22024-12-310001782524COP Collisionright Parent, LLC, First Lien Debt 32024-12-310001782524Drivecentric Holdings, LLC, First Lien Debt 12024-12-310001782524Drivecentric Holdings, LLC, First Lien Debt 22024-12-310001782524LeadVenture, Inc., First Lien Debt2024-12-310001782524Turbo Buyer, Inc., First Lien Debt 12024-12-310001782524Turbo Buyer, Inc., First Lien Debt 22024-12-310001782524Vehlo Purchaser, LLC, First Lien Debt 12024-12-310001782524Vehlo Purchaser, LLC, First Lien Debt 22024-12-310001782524Vehlo Purchaser, LLC, First Lien Debt 32024-12-310001782524msdlf:AutomobilesSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524GraphPad Software, LLC, First Lien Debt 12024-12-310001782524GraphPad Software, LLC, First Lien Debt 22024-12-310001782524GraphPad Software, LLC, First Lien Debt 32024-12-310001782524msdlf:BiotechnologySectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Project Potter Buyer, LLC, First Lien Debt 12024-12-310001782524Project Potter Buyer, LLC, First Lien Debt 22024-12-310001782524msdlf:BuildingProductsMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Tank Holding Corp., First Lien Debt 12024-12-310001782524Tank Holding Corp., First Lien Debt 22024-12-310001782524Tank Holding Corp., First Lien Debt 32024-12-310001782524Tank Holding Corp., First Lien Debt 42024-12-310001782524V Global Holdings, LLC, First Lien Debt 12024-12-310001782524V Global Holdings, LLC, First Lien Debt 22024-12-310001782524us-gaap:ChemicalsSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524365 Retail Markets, LLC, First Lien Debt 12024-12-310001782524365 Retail Markets, LLC, First Lien Debt 22024-12-310001782524Atlas Us Finco, Inc., First Lien Debt 12024-12-310001782524Atlas Us Finco, Inc., First Lien Debt 22024-12-310001782524BPG Holdings IV Corp., First Lien Debt2024-12-310001782524Consor Intermediate II, LLC, First Lien Debt 12024-12-310001782524Consor Intermediate II, LLC, First Lien Debt 22024-12-310001782524Consor Intermediate II, LLC, First Lien Debt 32024-12-310001782524CRCI Longhorn Holdings, Inc., First Lien Debt 12024-12-310001782524CRCI Longhorn Holdings, Inc., First Lien Debt 22024-12-310001782524CRCI Longhorn Holdings, Inc., First Lien Debt 32024-12-310001782524Encore Holdings, LLC, First Lien Debt 12024-12-310001782524Encore Holdings, LLC, First Lien Debt 22024-12-310001782524Encore Holdings, LLC, First Lien Debt 32024-12-310001782524Energy Labs Holdings Corp., First Lien Debt 12024-12-310001782524Energy Labs Holdings Corp., First Lien Debt 22024-12-310001782524Energy Labs Holdings Corp., First Lien Debt 32024-12-310001782524FLS Holding, Inc., First Lien Debt 12024-12-310001782524FLS Holding, Inc., First Lien Debt 22024-12-310001782524FLS Holding, Inc., First Lien Debt 32024-12-310001782524Ground Penetrating Radar Systems, LLC, First Lien Debt 12024-12-310001782524Ground Penetrating Radar Systems, LLC, First Lien Debt 22024-12-310001782524Ground Penetrating Radar Systems, LLC, First Lien Debt 32024-12-310001782524Helios Service Partners, LLC, First Lien Debt 12024-12-310001782524Helios Service Partners, LLC, First Lien Debt 22024-12-310001782524Helios Service Partners, LLC, First Lien Debt 32024-12-310001782524Hercules Borrower, LLC, First Lien Debt2024-12-310001782524HSI Halo Acquisition, Inc., First Lien Debt 12024-12-310001782524HSI Halo Acquisition, Inc., First Lien Debt 22024-12-310001782524HSI Halo Acquisition, Inc., First Lien Debt 32024-12-310001782524Iris Buyer, LLC, First Lien Debt 12024-12-310001782524Iris Buyer, LLC, First Lien Debt 22024-12-310001782524Iris Buyer, LLC, First Lien Debt 32024-12-310001782524Procure Acquireco, Inc. (Procure Analytics), First Lien Debt 12024-12-310001782524Procure Acquireco, Inc. (Procure Analytics), First Lien Debt 22024-12-310001782524Procure Acquireco, Inc. (Procure Analytics), First Lien Debt 32024-12-310001782524Pye-Barker Fire & Safety, LLC, First Lien Debt 12024-12-310001782524Pye-Barker Fire & Safety, LLC, First Lien Debt 22024-12-310001782524Pye-Barker Fire & Safety, LLC, First Lien Debt 32024-12-310001782524Routeware, Inc., First Lien Debt 12024-12-310001782524Routeware, Inc., First Lien Debt 22024-12-310001782524Routeware, Inc., First Lien Debt 32024-12-310001782524Sherlock Buyer Corp., First Lien Debt 12024-12-310001782524Sherlock Buyer Corp., First Lien Debt 22024-12-310001782524Surewerx Purchaser III, Inc., First Lien Debt 12024-12-310001782524Surewerx Purchaser III, Inc., First Lien Debt 22024-12-310001782524Surewerx Purchaser III, Inc., First Lien Debt 32024-12-310001782524Sweep Midco, LLC, Second Lien Debt 12024-12-310001782524Sweep Midco, LLC, Second Lien Debt 22024-12-310001782524Sweep Purchaser, LLC, First Lien Debt 12024-12-310001782524Sweep Purchaser, LLC, First Lien Debt 22024-12-310001782524Sweep Purchaser, LLC, First Lien Debt 32024-12-310001782524Tamarack Intermediate, LLC, First Lien Debt 12024-12-310001782524Tamarack Intermediate, LLC, First Lien Debt 22024-12-310001782524Tamarack Intermediate, LLC, First Lien Debt 32024-12-310001782524Transit Technologies, LLC, First Lien Debt 12024-12-310001782524Transit Technologies, LLC, First Lien Debt 22024-12-310001782524Transit Technologies, LLC, First Lien Debt 32024-12-310001782524United Flow Technologies Intermediate Holdco II, LLC, First Lien Debt 12024-12-310001782524United Flow Technologies Intermediate Holdco II, LLC, First Lien Debt 22024-12-310001782524United Flow Technologies Intermediate Holdco II, LLC, First Lien Debt 32024-12-310001782524US Infra Svcs Buyer, LLC, First Lien Debt 12024-12-310001782524US Infra Svcs Buyer, LLC, First Lien Debt 22024-12-310001782524US Infra Svcs Buyer, LLC, First Lien Debt 32024-12-310001782524Vensure Employer Services, Inc., First Lien Debt 12024-12-310001782524Vensure Employer Services, Inc., First Lien Debt 22024-12-310001782524VRC Companies, LLC, First Lien Debt 12024-12-310001782524VRC Companies, LLC, First Lien Debt 22024-12-310001782524VRC Companies, LLC, First Lien Debt 32024-12-310001782524msdlf:CommercialServicesAndSuppliesSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Arcoro Holdings Corp., First Lien Debt 12024-12-310001782524Arcoro Holdings Corp., First Lien Debt 22024-12-310001782524KPSKY Acquisition, Inc., First Lien Debt 12024-12-310001782524KPSKY Acquisition, Inc., First Lien Debt 22024-12-310001782524LJ Avalon Holdings, LLC, First Lien Debt 12024-12-310001782524LJ Avalon Holdings, LLC, First Lien Debt 22024-12-310001782524LJ Avalon Holdings, LLC, First Lien Debt 32024-12-310001782524Superman Holdings, LLC, First Lien Debt 12024-12-310001782524Superman Holdings, LLC, First Lien Debt 22024-12-310001782524Superman Holdings, LLC, First Lien Debt 32024-12-310001782524msdlf:ConstructionAndEngineeringSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524PDI TA Holdings, Inc., First Lien Debt 12024-12-310001782524PDI TA Holdings, Inc., First Lien Debt 22024-12-310001782524PDI TA Holdings, Inc., First Lien Debt 32024-12-310001782524msdlf:ConsumerStaplesDistributionAndRetailMemberus-gaap:DebtSecuritiesMember2024-12-310001782524BP Purchaser, LLC, First Lien Debt2024-12-310001782524FORTIS Solutions Group, LLC, First Lien Debt 12024-12-310001782524FORTIS Solutions Group, LLC, First Lien Debt 22024-12-310001782524FORTIS Solutions Group, LLC, First Lien Debt 32024-12-310001782524us-gaap:ContainerAndPackagingSectorMemberus-gaap:DebtSecuritiesMember2024-12-31000178252448Forty Solutions, LLC, First Lien Debt 12024-12-31000178252448Forty Solutions, LLC, First Lien Debt 22024-12-310001782524ABB Concise Optical Group, LLC, First Lien Debt2024-12-310001782524Avalara, Inc., First Lien Debt 12024-12-310001782524Avalara, Inc., First Lien Debt 22024-12-310001782524Bradyplus Holdings, LLC, First Lien Debt 12024-12-310001782524Bradyplus Holdings, LLC, First Lien Debt 22024-12-310001782524PT Intermediate Holdings III, LLC, First Lien Debt 12024-12-310001782524PT Intermediate Holdings III, LLC, First Lien Debt 22024-12-310001782524msdlf:DistributorsSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Any Hour, LLC, First Lien Debt 12024-12-310001782524Any Hour, LLC, First Lien Debt 22024-12-310001782524Any Hour, LLC, First Lien Debt 32024-12-310001782524Any Hour, LLC, Other Debt2024-12-310001782524Apex Service Partners, LLC, First Lien Debt 12024-12-310001782524Apex Service Partners, LLC, First Lien Debt 22024-12-310001782524Apex Service Partners, LLC, First Lien Debt 32024-12-310001782524Assembly Intermediate, LLC, First Lien Debt 12024-12-310001782524Assembly Intermediate, LLC, First Lien Debt 22024-12-310001782524Assembly Intermediate, LLC, First Lien Debt 32024-12-310001782524Eclipse Buyer, Inc., First Lien Debt 12024-12-310001782524Eclipse Buyer, Inc., First Lien Debt 22024-12-310001782524Eclipse Buyer, Inc., First Lien Debt 32024-12-310001782524Essential Services Holding Corporation, First Lien Debt 12024-12-310001782524Essential Services Holding Corporation, First Lien Debt 22024-12-310001782524Essential Services Holding Corporation, First Lien Debt 32024-12-310001782524EVDR Purchaser, Inc., First Lien Debt 12024-12-310001782524EVDR Purchaser, Inc., First Lien Debt 22024-12-310001782524EVDR Purchaser, Inc., First Lien Debt 32024-12-310001782524FPG Intermediate Holdco, LLC, First Lien Debt 12024-12-310001782524FPG Intermediate Holdco, LLC, First Lien Debt 22024-12-310001782524Heartland Home Services, First Lien Debt2024-12-310001782524Lightspeed Solution, LLC, First Lien Debt 12024-12-310001782524Lightspeed Solution, LLC, First Lien Debt 22024-12-310001782524LUV Car Wash Group, LLC, First Lien Debt2024-12-310001782524Magnolia Wash Holdings, First Lien Debt 12024-12-310001782524Magnolia Wash Holdings, First Lien Debt 22024-12-310001782524Magnolia Wash Holdings, First Lien Debt 32024-12-310001782524Project Accelerate Parent, LLC, First Lien Debt 12024-12-310001782524Project Accelerate Parent, LLC, First Lien Debt 22024-12-310001782524Vertex Service Partners, LLC, First Lien Debt 12024-12-310001782524Vertex Service Partners, LLC, First Lien Debt 22024-12-310001782524Vertex Service Partners, LLC, First Lien Debt 32024-12-310001782524us-gaap:ConsumerSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Spark Buyer, LLC, First Lien Debt 12024-12-310001782524Spark Buyer, LLC, First Lien Debt 22024-12-310001782524Spark Buyer, LLC, First Lien Debt 32024-12-310001782524msdlf:ElectricalEquipmentSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Abracon Group Holdings, LLC, First Lien Debt 12024-12-310001782524Abracon Group Holdings, LLC, First Lien Debt 22024-12-310001782524Dwyer Instruments, Inc., First Lien Debt 12024-12-310001782524Dwyer Instruments, Inc., First Lien Debt 22024-12-310001782524Dwyer Instruments, Inc., First Lien Debt 32024-12-310001782524Infinite Bidco, LLC, First Lien Debt2024-12-310001782524Infinite Bidco, LLC, Second Lien Debt2024-12-310001782524Magneto Components Buyco, LLC, First Lien Debt 12024-12-310001782524Magneto Components Buyco, LLC, First Lien Debt 22024-12-310001782524Magneto Components Buyco, LLC, First Lien Debt 32024-12-310001782524NSi Holdings, Inc., First Lien Debt 12024-12-310001782524NSi Holdings, Inc., First Lien Debt 22024-12-310001782524NSi Holdings, Inc., First Lien Debt 32024-12-310001782524msdlf:ElectronicEquipmentInstrumentsAndComponentsSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Applitools, Inc., First Lien Debt 12024-12-310001782524Applitools, Inc., First Lien Debt 22024-12-310001782524Cerity Partners, LLC, First Lien Debt 12024-12-310001782524Cerity Partners, LLC, First Lien Debt 22024-12-310001782524Cerity Partners, LLC, First Lien Debt 32024-12-310001782524GC Waves Holdings, Inc., First Lien Debt 12024-12-310001782524GC Waves Holdings, Inc., First Lien Debt 22024-12-310001782524GC Waves Holdings, Inc., First Lien Debt 32024-12-310001782524MAI Capital Management Intermediate, LLC, First Lien Debt 12024-12-310001782524MAI Capital Management Intermediate, LLC, First Lien Debt 22024-12-310001782524MAI Capital Management Intermediate, LLC, First Lien Debt 32024-12-310001782524PMA Parent Holdings, LLC, First Lien Debt 12024-12-310001782524PMA Parent Holdings, LLC, First Lien Debt 22024-12-310001782524RFS Opco, LLC, First Lien Debt 12024-12-310001782524RFS Opco, LLC, First Lien Debt 22024-12-310001782524SitusAMC Holdings Corp., First Lien Debt2024-12-310001782524Smarsh, Inc., First Lien Debt 12024-12-310001782524Smarsh, Inc., First Lien Debt 22024-12-310001782524Smarsh, Inc., First Lien Debt 32024-12-310001782524Trintech, Inc., First Lien Debt 12024-12-310001782524Trintech, Inc., First Lien Debt 22024-12-310001782524us-gaap:FinancialServicesSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524AMCP Pet Holdings, Inc. (Brightpet), First Lien Debt 12024-12-310001782524AMCP Pet Holdings, Inc. (Brightpet), First Lien Debt 22024-12-310001782524Familia Intermediate Holdings I Corp. (Teasdale Latin Foods), Other Debt2024-12-310001782524Nellson Nutraceutical, Inc., First Lien Debt2024-12-310001782524Teasdale Foods, Inc. (Teasdale Latin Foods), First Lien Debt2024-12-310001782524us-gaap:FoodAndBeverageSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524SV Newco 2, Inc., First Lien Debt 12024-12-310001782524SV Newco 2, Inc., First Lien Debt 22024-12-310001782524SV Newco 2, Inc., First Lien Debt 32024-12-310001782524msdlf:GroundTransportationMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Performance Health & Wellness, First Lien Debt2024-12-310001782524PerkinElmer U.S., LLC, First Lien Debt2024-12-310001782524Tidi Legacy Products, Inc., First Lien Debt 12024-12-310001782524Tidi Legacy Products, Inc., First Lien Debt 22024-12-310001782524Tidi Legacy Products, Inc., First Lien Debt 32024-12-310001782524YI, LLC, First Lien Debt 12024-12-310001782524YI, LLC, First Lien Debt 22024-12-310001782524YI, LLC, First Lien Debt 32024-12-310001782524msdlf:HealthCareEquipmentAndSuppliesSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Advarra Holdings, Inc., First Lien Debt 12024-12-310001782524Advarra Holdings, Inc., First Lien Debt 22024-12-310001782524DCA Investment Holdings, LLC, First Lien Debt 12024-12-310001782524DCA Investment Holdings, LLC, First Lien Debt 22024-12-310001782524Gateway US Holdings, Inc., First Lien Debt 12024-12-310001782524Gateway US Holdings, Inc., First Lien Debt 22024-12-310001782524Gateway US Holdings, Inc., First Lien Debt 32024-12-310001782524Heartland Veterinary Partners, LLC, First Lien Debt 12024-12-310001782524Heartland Veterinary Partners, LLC, Second Lien Debt 12024-12-310001782524Heartland Veterinary Partners, LLC, First Lien Debt 22024-12-310001782524Heartland Veterinary Partners, LLC, Second Lien Debt 22024-12-310001782524Heartland Veterinary Partners, LLC, First Lien Debt 32024-12-310001782524iCIMS, Inc., First Lien Debt 12024-12-310001782524iCIMS, Inc., First Lien Debt 22024-12-310001782524Imagine 360, LLC, First Lien Debt 12024-12-310001782524Imagine 360, LLC, First Lien Debt 22024-12-310001782524Imagine 360, LLC, First Lien Debt 32024-12-310001782524Intelerad Medical Systems Incorporated, First Lien Debt 12024-12-310001782524Intelerad Medical Systems Incorporated, First Lien Debt 22024-12-310001782524Invictus Buyer, LLC, First Lien Debt 12024-12-310001782524Invictus Buyer, LLC, First Lien Debt 22024-12-310001782524Invictus Buyer, LLC, First Lien Debt 32024-12-310001782524mPulse Mobile, Inc., First Lien Debt 12024-12-310001782524mPulse Mobile, Inc., First Lien Debt 22024-12-310001782524mPulse Mobile, Inc., First Lien Debt 32024-12-310001782524Pareto Health Intermediate Holdings, Inc., First Lien Debt 12024-12-310001782524Pareto Health Intermediate Holdings, Inc., First Lien Debt 22024-12-310001782524Pareto Health Intermediate Holdings, Inc., First Lien Debt 32024-12-310001782524PPV Intermediate Holdings, LLC, First Lien Debt 12024-12-310001782524PPV Intermediate Holdings, LLC, First Lien Debt 22024-12-310001782524Promptcare Infusion Buyer, Inc., First Lien Debt 12024-12-310001782524Promptcare Infusion Buyer, Inc., First Lien Debt 22024-12-310001782524Stepping Stones Healthcare Services, LLC, First Lien Debt 12024-12-310001782524Stepping Stones Healthcare Services, LLC, First Lien Debt 22024-12-310001782524Stepping Stones Healthcare Services, LLC, First Lien Debt 32024-12-310001782524Suveto, First Lien Debt 12024-12-310001782524Suveto, First Lien Debt 22024-12-310001782524Suveto Buyer, LLC, First Lien Debt2024-12-310001782524Tivity Health, Inc., First Lien Debt2024-12-310001782524Vardiman Black Holdings, LLC, First Lien Debt 12024-12-310001782524Vardiman Black Holdings, LLC, First Lien Debt 22024-12-310001782524msdlf:HealthCareProvidersServicesSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Hyland Software, Inc., First Lien Debt 12024-12-310001782524Hyland Software, Inc., First Lien Debt 22024-12-310001782524Lightspeed Buyer, Inc., First Lien Debt 12024-12-310001782524Lightspeed Buyer, Inc., First Lien Debt 22024-12-310001782524Lightspeed Buyer, Inc., First Lien Debt 32024-12-310001782524msdlf:HealthCareTechnologyMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Aptean, Inc., First Lien Debt 12024-12-310001782524Aptean, Inc., First Lien Debt 22024-12-310001782524Aptean, Inc., First Lien Debt 32024-12-310001782524Excelitas Technologies Corp., First Lien Debt 12024-12-310001782524Excelitas Technologies Corp., First Lien Debt 22024-12-310001782524Excelitas Technologies Corp., First Lien Debt 32024-12-310001782524Excelitas Technologies Corp., First Lien Debt 42024-12-310001782524Raptor Merger Sub Debt, LLC, First Lien Debt 12024-12-310001782524Raptor Merger Sub Debt, LLC, First Lien Debt 22024-12-310001782524msdlf:IndustrialConglomeratesSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Amerilife Holdings, LLC, First Lien Debt 12024-12-310001782524Amerilife Holdings, LLC, First Lien Debt 22024-12-310001782524Amerilife Holdings, LLC, First Lien Debt 32024-12-310001782524Fetch Insurance Services, LLC, Other Debt2024-12-310001782524Foundation Risk Partners Corp., First Lien Debt 12024-12-310001782524Foundation Risk Partners Corp., First Lien Debt 22024-12-310001782524Foundation Risk Partners Corp., First Lien Debt 32024-12-310001782524Galway Borrower, LLC, First Lien Debt 12024-12-310001782524Galway Borrower, LLC, First Lien Debt 22024-12-310001782524Galway Borrower, LLC, First Lien Debt 32024-12-310001782524Higginbotham Insurance Agency, Inc., First Lien Debt 12024-12-310001782524Higginbotham Insurance Agency, Inc., First Lien Debt 22024-12-310001782524High Street Buyer, Inc., First Lien Debt 12024-12-310001782524High Street Buyer, Inc., First Lien Debt 22024-12-310001782524High Street Buyer, Inc., First Lien Debt 32024-12-310001782524Inszone Mid, LLC, First Lien Debt 12024-12-310001782524Inszone Mid, LLC, First Lien Debt 22024-12-310001782524Inszone Mid, LLC, First Lien Debt 32024-12-310001782524Inszone Mid, LLC, First Lien Debt 42024-12-310001782524Integrity Marketing Acquisition, LLC, First Lien Debt 12024-12-310001782524Integrity Marketing Acquisition, LLC, First Lien Debt 22024-12-310001782524Long Term Care Group, Inc., First Lien Debt2024-12-310001782524Majesco, First Lien Debt 12024-12-310001782524Majesco, First Lien Debt 22024-12-310001782524Patriot Growth Insurance Services, LLC, First Lien Debt 12024-12-310001782524Patriot Growth Insurance Services, LLC, First Lien Debt 22024-12-310001782524Peter C. Foy & Associates Insurance Services, LLC, First Lien Debt 12024-12-310001782524Peter C. Foy & Associates Insurance Services, LLC, First Lien Debt 22024-12-310001782524Peter C. Foy & Associates Insurance Services, LLC, First Lien Debt 32024-12-310001782524RSC Acquisition, Inc., First Lien Debt 12024-12-310001782524RSC Acquisition, Inc., First Lien Debt 22024-12-310001782524World Insurance Associates, LLC, First Lien Debt 12024-12-310001782524World Insurance Associates, LLC, First Lien Debt 22024-12-310001782524us-gaap:InsuranceSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524FMG Suite Holdings, LLC, First Lien Debt 12024-12-310001782524FMG Suite Holdings, LLC, First Lien Debt 22024-12-310001782524FMG Suite Holdings, LLC, First Lien Debt 32024-12-310001782524Spectrio, LLC, First Lien Debt 12024-12-310001782524Spectrio, LLC, First Lien Debt 22024-12-310001782524Spectrio, LLC, First Lien Debt 32024-12-310001782524Triple Lift, Inc., First Lien Debt 12024-12-310001782524Triple Lift, Inc., First Lien Debt 22024-12-310001782524msdlf:InteractiveMediaAndServicesSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Apollo Acquisition, Inc., First Lien Debt 12024-12-310001782524Apollo Acquisition, Inc., First Lien Debt 22024-12-310001782524Apollo Acquisition, Inc., First Lien Debt 32024-12-310001782524Atlas Purchaser, Inc., First Lien Debt 12024-12-310001782524Atlas Purchaser, Inc., First Lien Debt 22024-12-310001782524Catalis Intermediate, Inc., First Lien Debt 12024-12-310001782524Catalis Intermediate, Inc., First Lien Debt 22024-12-310001782524Catalis Intermediate, Inc., First Lien Debt 32024-12-310001782524Donuts, Inc., First Lien Debt2024-12-310001782524GI DI Cornfield Acquisition, LLC, First Lien Debt 12024-12-310001782524GI DI Cornfield Acquisition, LLC, First Lien Debt 22024-12-310001782524Help/Systems Holdings, Inc., Second Lien Debt2024-12-310001782524Idera, Inc., Second Lien Debt2024-12-310001782524Recovery Point Systems, Inc., First Lien Debt 12024-12-310001782524Recovery Point Systems, Inc., First Lien Debt 22024-12-310001782524Redwood Services Group, LLC, First Lien Debt 12024-12-310001782524Redwood Services Group, LLC, First Lien Debt 22024-12-310001782524Ridge Trail US Bidco, Inc., First Lien Debt 12024-12-310001782524Ridge Trail US Bidco, Inc., First Lien Debt 22024-12-310001782524Ridge Trail US Bidco, Inc., First Lien Debt 32024-12-310001782524Syntax Systems, Ltd., First Lien Debt2024-12-310001782524Thrive Buyer, Inc. (Thrive Networks), First Lien Debt 12024-12-310001782524Thrive Buyer, Inc. (Thrive Networks), First Lien Debt 22024-12-310001782524Thrive Buyer, Inc. (Thrive Networks), First Lien Debt 32024-12-310001782524UpStack, Inc., First Lien Debt 12024-12-310001782524UpStack, Inc., First Lien Debt 22024-12-310001782524UpStack, Inc., First Lien Debt 32024-12-310001782524Victors Purchaser, LLC, First Lien Debt 12024-12-310001782524Victors Purchaser, LLC, First Lien Debt 22024-12-310001782524Victors Purchaser, LLC, First Lien Debt 32024-12-310001782524us-gaap:TechnologySectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Model N, Inc., First Lien Debt 12024-12-310001782524Model N, Inc., First Lien Debt 22024-12-310001782524Model N, Inc., First Lien Debt 32024-12-310001782524msdlf:LifeSciencesToolsAndServicesMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Answer Acquisition, LLC, First Lien Debt 12024-12-310001782524Answer Acquisition, LLC, First Lien Debt 22024-12-310001782524Chase Intermediate, LLC, First Lien Debt 12024-12-310001782524Chase Intermediate, LLC, First Lien Debt 22024-12-310001782524MHE Intermediate Holdings, LLC, First Lien Debt 12024-12-310001782524MHE Intermediate Holdings, LLC, First Lien Debt 22024-12-310001782524MHE Intermediate Holdings, LLC, First Lien Debt 32024-12-310001782524msdlf:MachinerySectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524AWP Group Holdings, Inc., First Lien Debt 12024-12-310001782524AWP Group Holdings, Inc., First Lien Debt 22024-12-310001782524AWP Group Holdings, Inc., First Lien Debt 32024-12-310001782524Vessco Midco Holdings, LLC, First Lien Debt 12024-12-310001782524Vessco Midco Holdings, LLC, First Lien Debt 22024-12-310001782524Vessco Midco Holdings, LLC, First Lien Debt 32024-12-310001782524msdlf:UtilitiesSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Caerus US 1, Inc., First Lien Debt 12024-12-310001782524Caerus US 1, Inc., First Lien Debt 22024-12-310001782524Caerus US 1, Inc., First Lien Debt 32024-12-310001782524msdlf:PharmaceuticalsSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Abacus Data Holdings, Inc. (AbacusNext), First Lien Debt 12024-12-310001782524Abacus Data Holdings, Inc. (AbacusNext), First Lien Debt 22024-12-310001782524Accordion Partners, LLC, First Lien Debt 12024-12-310001782524Accordion Partners, LLC, First Lien Debt 22024-12-310001782524Accordion Partners, LLC, First Lien Debt 32024-12-310001782524Ascend Partner Services, LLC, First Lien Debt 12024-12-310001782524Ascend Partner Services, LLC, First Lien Debt 22024-12-310001782524Ascend Partner Services, LLC, First Lien Debt 32024-12-310001782524Bridgepointe Technologies, LLC, First Lien Debt 12024-12-310001782524Bridgepointe Technologies, LLC, First Lien Debt 22024-12-310001782524Bullhorn, Inc., First Lien Debt 12024-12-310001782524Bullhorn, Inc., First Lien Debt 22024-12-310001782524Bullhorn, Inc., First Lien Debt 32024-12-310001782524Carr, Riggs and Ingram Capital, LLC, First Lien Debt 12024-12-310001782524Carr, Riggs and Ingram Capital, LLC, First Lien Debt 22024-12-310001782524Carr, Riggs and Ingram Capital, LLC, First Lien Debt 32024-12-310001782524Citrin Cooperman Advisors, LLC, First Lien Debt 12024-12-310001782524Citrin Cooperman Advisors, LLC, First Lien Debt 22024-12-310001782524ComPsych Investment Corp., First Lien Debt 12024-12-310001782524ComPsych Investment Corp., First Lien Debt 22024-12-310001782524GPS Merger Sub, LLC, First Lien Debt 12024-12-310001782524GPS Merger Sub, LLC, First Lien Debt 22024-12-310001782524GPS Merger Sub, LLC, First Lien Debt 32024-12-310001782524IG Investment Holdings, LLC, First Lien Debt 12024-12-310001782524IG Investment Holdings, LLC, First Lien Debt 22024-12-310001782524KENG Acquisition, Inc., First Lien Debt 12024-12-310001782524KENG Acquisition, Inc., First Lien Debt 22024-12-310001782524KENG Acquisition, Inc., First Lien Debt 32024-12-310001782524KWOR Acquisition, Inc., First Lien Debt 12024-12-310001782524KWOR Acquisition, Inc., First Lien Debt 22024-12-310001782524KWOR Acquisition, Inc., First Lien Debt 32024-12-310001782524Project Boost Purchaser, LLC, First Lien Debt 12024-12-310001782524Project Boost Purchaser, LLC, First Lien Debt 22024-12-310001782524UHY Advisors, Inc., First Lien Debt 12024-12-310001782524UHY Advisors, Inc., First Lien Debt 22024-12-310001782524UHY Advisors, Inc., First Lien Debt 32024-12-310001782524Verdantas, LLC, First Lien Debt 12024-12-310001782524Verdantas, LLC, First Lien Debt 22024-12-310001782524Verdantas, LLC, First Lien Debt 32024-12-310001782524msdlf:ProfessionalServicesSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Associations, Inc., First Lien Debt 12024-12-310001782524Associations, Inc., First Lien Debt 22024-12-310001782524Associations, Inc., First Lien Debt 32024-12-310001782524MRI Software, LLC, First Lien Debt 12024-12-310001782524MRI Software, LLC, First Lien Debt 22024-12-310001782524MRI Software, LLC, First Lien Debt 32024-12-310001782524Pritchard Industries, LLC, First Lien Debt 12024-12-310001782524Pritchard Industries, LLC, First Lien Debt 22024-12-310001782524Zarya Intermediate, LLC, First Lien Debt 12024-12-310001782524Zarya Intermediate, LLC, First Lien Debt 22024-12-310001782524us-gaap:RealEstateSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Alert Media, Inc., First Lien Debt 12024-12-310001782524Alert Media, Inc., First Lien Debt 22024-12-310001782524Anaplan, Inc., First Lien Debt2024-12-310001782524Appfire Technologies, LLC, First Lien Debt 12024-12-310001782524Appfire Technologies, LLC, First Lien Debt 22024-12-310001782524Appfire Technologies, LLC, First Lien Debt 32024-12-310001782524Apryse Software Corp., First Lien Debt2024-12-310001782524Artifact Bidco, Inc., First Lien Debt 12024-12-310001782524Artifact Bidco, Inc., First Lien Debt 22024-12-310001782524Artifact Bidco, Inc., First Lien Debt 32024-12-310001782524AuditBoard, Inc., First Lien Debt 12024-12-310001782524AuditBoard, Inc., First Lien Debt 22024-12-310001782524AuditBoard, Inc., First Lien Debt 32024-12-310001782524Bottomline Technologies, Inc., First Lien Debt 12024-12-310001782524Bottomline Technologies, Inc., First Lien Debt 22024-12-310001782524CLEO Communications Holding, LLC, First Lien Debt 12024-12-310001782524CLEO Communications Holding, LLC, First Lien Debt 22024-12-310001782524Coupa Holdings, LLC, First Lien Debt 12024-12-310001782524Coupa Holdings, LLC, First Lien Debt 22024-12-310001782524Coupa Holdings, LLC, First Lien Debt 32024-12-310001782524Cyara AcquisitionCo, LLC, First Lien Debt 12024-12-310001782524Cyara AcquisitionCo, LLC, First Lien Debt 22024-12-310001782524Diligent Corporation, First Lien Debt 12024-12-310001782524Diligent Corporation, First Lien Debt 22024-12-310001782524Diligent Corporation, First Lien Debt 32024-12-310001782524E-Discovery AcquireCo, LLC, First Lien Debt 12024-12-310001782524E-Discovery AcquireCo, LLC, First Lien Debt 22024-12-310001782524Everbridge Holdings, LLC, First Lien Debt 12024-12-310001782524Everbridge Holdings, LLC, First Lien Debt 22024-12-310001782524Everbridge Holdings, LLC, First Lien Debt 32024-12-310001782524Formstack Acquisition Co, First Lien Debt 12024-12-310001782524Formstack Acquisition Co, First Lien Debt 22024-12-310001782524Formstack Acquisition Co, First Lien Debt 32024-12-310001782524Fullsteam Operations, LLC, First Lien Debt 12024-12-310001782524Fullsteam Operations, LLC, First Lien Debt 22024-12-310001782524Fullsteam Operations, LLC, First Lien Debt 32024-12-310001782524Granicus, Inc., First Lien Debt 12024-12-310001782524Granicus, Inc., First Lien Debt 22024-12-310001782524Granicus, Inc., First Lien Debt 32024-12-310001782524GS AcquisitionCo, Inc., First Lien Debt 12024-12-310001782524GS AcquisitionCo, Inc., First Lien Debt 22024-12-310001782524GS AcquisitionCo, Inc., First Lien Debt 32024-12-310001782524Hootsuite, Inc., First Lien Debt 12024-12-310001782524Hootsuite, Inc., First Lien Debt 22024-12-310001782524Icefall Parent, Inc., First Lien Debt 12024-12-310001782524Icefall Parent, Inc., First Lien Debt 22024-12-310001782524Kaseya, Inc., First Lien Debt 12024-12-310001782524Kaseya, Inc., First Lien Debt 22024-12-310001782524Kaseya, Inc., First Lien Debt 32024-12-310001782524LegitScript, LLC, First Lien Debt 12024-12-310001782524LegitScript, LLC, First Lien Debt 22024-12-310001782524LegitScript, LLC, First Lien Debt 32024-12-310001782524LogRhythm, Inc., First Lien Debt 12024-12-310001782524LogRhythm, Inc., First Lien Debt 22024-12-310001782524Montana Buyer, Inc., First Lien Debt 12024-12-310001782524Montana Buyer, Inc., First Lien Debt 22024-12-310001782524Nasuni Corporation, First Lien Debt 12024-12-310001782524Nasuni Corporation, First Lien Debt 22024-12-310001782524Netwrix Corporation And Concept Searching, Inc., First Lien Debt 12024-12-310001782524Netwrix Corporation And Concept Searching, Inc., First Lien Debt 22024-12-310001782524Oak Purchaser, Inc., First Lien Debt 12024-12-310001782524Oak Purchaser, Inc., First Lien Debt 22024-12-310001782524Oak Purchaser, Inc., First Lien Debt 32024-12-310001782524Optimizely North America, Inc., First Lien Debt 12024-12-310001782524Optimizely North America, Inc., First Lien Debt 22024-12-310001782524Optimizely North America, Inc., First Lien Debt 32024-12-310001782524Optimizely North America, Inc., First Lien Debt 42024-12-310001782524PDFTron Systems, Inc., First Lien Debt2024-12-310001782524Pound Bidco, Inc., First Lien Debt 12024-12-310001782524Pound Bidco, Inc., First Lien Debt 22024-12-310001782524Pound Bidco, Inc., First Lien Debt 32024-12-310001782524Project Leopard Holdings, Inc., First Lien Debt2024-12-310001782524Reorganized Mobileum Acquisition Co, LLC, First Lien Debt2024-12-310001782524Revalize, Inc., First Lien Debt 12024-12-310001782524Revalize, Inc., First Lien Debt 22024-12-310001782524Riskonnect Parent, LLC, First Lien Debt 12024-12-310001782524Riskonnect Parent, LLC, First Lien Debt 22024-12-310001782524Riskonnect Parent, LLC, First Lien Debt 32024-12-310001782524Runway Bidco, LLC, First Lien Debt 12024-12-310001782524Runway Bidco, LLC, First Lien Debt 22024-12-310001782524Runway Bidco, LLC, First Lien Debt 32024-12-310001782524Securonix, Inc., First Lien Debt 12024-12-310001782524Securonix, Inc., First Lien Debt 22024-12-310001782524Trunk Acquisition, Inc., First Lien Debt 12024-12-310001782524Trunk Acquisition, Inc., First Lien Debt 22024-12-310001782524Trunk Acquisition, Inc., First Lien Debt 32024-12-310001782524Trunk Acquisition, Inc., First Lien Debt 42024-12-310001782524User Zoom Technologies, Inc., First Lien Debt2024-12-310001782524msdlf:SoftwareSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Mobile Communications America, Inc., First Lien Debt 12024-12-310001782524Mobile Communications America, Inc., First Lien Debt 22024-12-310001782524Mobile Communications America, Inc., First Lien Debt 32024-12-310001782524msdlf:WirelessTelecommunicationServicesSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001782524Total Debt Investments, First Lien Debt2024-12-310001782524PCX Holding Corp., Common Equity2024-12-310001782524us-gaap:AerospaceSectorMemberus-gaap:EquitySecuritiesMember2024-12-310001782524Shelby Co-invest, LP (Spectrum Automotive), Common Equity2024-12-310001782524msdlf:AutoComponentsSectorMemberus-gaap:EquitySecuritiesMember2024-12-310001782524Encore Holdings, LLC, Common Equity2024-12-310001782524Procure Acquiom Financial, LLC (Procure Analytics), Common Equity2024-12-310001782524Surewerx Topco, LP, Common Equity2024-12-310001782524msdlf:CommercialServicesAndSuppliesSectorMemberus-gaap:EquitySecuritiesMember2024-12-310001782524BP Purchaser, LLC, Common Equity2024-12-310001782524BP Purchaser, LLC Rights, Common Equity2024-12-310001782524FORTIS Solutions Group, LLC, Preferred Equity2024-12-310001782524us-gaap:ContainerAndPackagingSectorMemberus-gaap:EquitySecuritiesMember2024-12-31000178252448Forty Solutions, LLC, Common Equity2024-12-310001782524msdlf:DistributorsSectorMemberus-gaap:EquitySecuritiesMember2024-12-310001782524Eclipse Topco, Inc., Preferred Equity2024-12-310001782524LUV Car Wash, Common Equity2024-12-310001782524us-gaap:ConsumerSectorMemberus-gaap:EquitySecuritiesMember2024-12-310001782524Sparkstone Electrical Group, Common Equity2024-12-310001782524msdlf:ElectricalEquipmentSectorMemberus-gaap:EquitySecuritiesMember2024-12-310001782524Pet Holdings, Inc. (Brightpet), Common Equity2024-12-310001782524us-gaap:FoodAndBeverageSectorMemberus-gaap:EquitySecuritiesMember2024-12-310001782524mPulse Mobile, Inc., Common Equity2024-12-310001782524SDB Holdco, LLC, Common Equity2024-12-310001782524Suveto Buyer, LLC, Common Equity2024-12-310001782524Vardiman Black Holdings, LLC, Preferred Equity2024-12-310001782524msdlf:HealthCareProvidersServicesSectorMemberus-gaap:EquitySecuritiesMember2024-12-310001782524Amerilife Holdings, LLC, Common Equity2024-12-310001782524Frisbee Holdings, LP (Fetch), Common Equity2024-12-310001782524Integrity Marketing Acquisition, LLC, Preferred Equity2024-12-310001782524us-gaap:InsuranceSectorMemberus-gaap:EquitySecuritiesMember2024-12-310001782524CSC Thrive Holdings, LP (Thrive Networks), Common Equity2024-12-310001782524Help HP SCF Investor, LP (Help/Systems), Common Equity2024-12-310001782524Recovery Point Systems, Inc., Common Equity2024-12-310001782524us-gaap:TechnologySectorMemberus-gaap:EquitySecuritiesMember2024-12-310001782524Abacus Data Holdings, Inc. (AbacusNext), Common Equity2024-12-310001782524Verdantas, LLC, Common Equity2024-12-310001782524Verdantas, LLC, Preferred Equity2024-12-310001782524msdlf:ProfessionalServicesSectorMemberus-gaap:EquitySecuritiesMember2024-12-310001782524Pritchard Industries, LLC, Common Equity2024-12-310001782524Diligent Corporation, Preferred Equity2024-12-310001782524Fullsteam Operations, LLC, Common Equity2024-12-310001782524Knockout Intermediate Holdings I, Inc., Preferred Equity2024-12-310001782524Reorganized Mobileum Grandparent, LLC, Common Equity2024-12-310001782524Revalize, Inc., Preferred Equity2024-12-310001782524Reveal Data Solutions, Common Equity2024-12-310001782524RSK Holdings, Inc. (Riskonnect), Preferred Equity2024-12-310001782524msdlf:SoftwareSectorMemberus-gaap:EquitySecuritiesMember2024-12-310001782524us-gaap:EquitySecuritiesMember2024-12-310001782524msdlf:TotalPortfolioInvestmentsMember2024-12-310001782524J.P. Morgan US Government Money Market Fund, Preferred Equity2024-12-310001782524Cash, Preferred Equity2024-12-310001782524us-gaap:CashAndCashEquivalentsMember2024-12-310001782524msdlf:TotalPortfolioInvestmentsCashAndCashEquivalentsMember2024-12-310001782524msdlf:InterestRateSwapSeries2029NotesMemberus-gaap:LongMember2024-12-310001782524msdlf:InterestRateSwapSeries2029NotesMember2024-12-310001782524msdlf:InterestRateSwapSeries2029NotesMember2024-01-012024-12-310001782524msdlf:CanadianOvernightRepoRateAverageCORRAMember2024-12-310001782524msdlf:EuroInterbankOfferedRateEURIBORMember2024-12-310001782524msdlf:InterestRatePeriodOneMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-12-310001782524msdlf:InterestRatePeriodTwoMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-12-310001782524msdlf:InterestRatePeriodThreeMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-12-310001782524msdlf:SterlingOvernightIndexAverageSONIAMember2024-12-310001782524us-gaap:PrimeRateMember2024-12-310001782524Investment One2024-12-310001782524Investment Two2024-12-310001782524Investment Three2024-12-310001782524msdlf:NonQualifyingAssetsMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AssetsTotalMember2024-01-012024-12-310001782524msdlf:RestrictedSecuritiesMember2024-12-31000178252448Forty Solutions, LLC2024-12-310001782524ARI Network Services, Inc.2024-12-310001782524AWP Group Holdings, Inc. 12024-12-310001782524AWP Group Holdings, Inc. 22024-12-310001782524Abacus Data Holdings, Inc. 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________________________________________________________
FORM 10-K
x     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 814-01332
Morgan Stanley Direct Lending Fund
(Exact name of registrant as specified in its charter)
 Delaware
 84-2009506
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1585 Broadway10036
New York, NY
(Zip Code)
(Address of principal executive offices)
1 (212) 761-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value per share
MSDL 
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨
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  ¨    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒   No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See 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
x 
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Emerging growth company
¨
1


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant 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. x
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.

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). ☐    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No
As of June 30, 2024, the aggregate market value of the Company's common stock, par value $0.001 per share (“Common Stock”) held by non-affiliates of the Registrant was $1,736 million.
The number of shares of the registrant’s Common Stock outstanding at February 26, 2025 was 88,499,688.
Documents Incorporated by Reference: Portions of the registrant’s Proxy Statement for its 2025 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
Auditor Firm ID: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: New York, New York
MORGAN STANLEY DIRECT LENDING FUND
TABLE OF CONTENTS
Part I
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
SIGNATURES

2

EXPLANATORY NOTE
In this report, except where the context suggests otherwise:
the terms “we,” “us,” “our,” and the “Company” refer to Morgan Stanley Direct Lending Fund, a Delaware corporation, together with its consolidated subsidiaries, where applicable;
the terms “Morgan Stanley” or the “Firm” refer to Morgan Stanley (NYSE: MS) and its consolidated subsidiaries. For the avoidance of doubt, we are not a subsidiary of or consolidated with Morgan Stanley. Furthermore, Morgan Stanley has no obligation, contractual or otherwise, to financially support us. Morgan Stanley has no history of financially supporting any of the other MS BDCs, even during periods of financial distress;
the term “IM” refers to the Morgan Stanley Investment Management platform, which is Morgan Stanley’s investment management unit and represents one of Morgan Stanley’s three business segments;
the term “MS Private Credit” refers to the U.S. private credit strategies within the private credit platform of IM;
the terms “Adviser” or “Investment Adviser” refer to MS Capital Partners Adviser Inc., our investment adviser, an indirect, wholly owned and consolidated subsidiary of Morgan Stanley;
the term “Administrator” refers to MS Private Credit Administrative Services LLC, our administrator, an indirect, wholly owned and consolidated subsidiary of Morgan Stanley;
the term “MS BDCs” refers to the Company and the other business development companies, or BDCs, managed by our Adviser;
the term “Common Stock” refers to our common stock, par value $0.001 per share; and
references to “this Form 10-K” and “this report” are to this Annual Report on Form 10-K for the year ended December 31, 2024.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report, including the documents we incorporate by reference into this report, contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
our future operating results;
our business prospects and the prospects of our portfolio companies;
risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of global health events and natural disasters;
uncertainty and changes in the general interest rate environment;
general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;
the effect of an inflationary economic environment on our portfolio companies, our financial condition and our results of operations;
the impact of interruptions in the supply chain on our portfolio companies;
disruptions related to tariffs and other trade or sanction issues;
our contractual arrangements and relationships with third parties;
actual and potential conflicts of interest with our Adviser and its affiliates;
the dependence of our future success on the general economy and its effect on the industries in which we invest;
the ability of our portfolio companies to achieve their objectives;
the timing and amount of cash flows, distributions and dividends, if any, from the operations of our portfolio companies;
the use of borrowed money to finance a portion of our investments;
the adequacy of our financing sources and working capital;
the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;
the ability of our Adviser and its affiliates to attract and retain highly talented professionals;
our ability to maintain our qualification as a BDC and as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);
the impact on our business of U.S. and international financial reform legislation, rules and regulations;
currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars, could adversely affect the results of our investments in foreign companies;
the effect of changes in tax laws and regulations and interpretations thereof; and
the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this report.
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Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission (the “SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.































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Part I
Item 1. Business
We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). For U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. We are externally managed by the Adviser, an indirect, wholly owned subsidiary of Morgan Stanley. We are not a subsidiary of, or consolidated with, Morgan Stanley.
Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company. For the purposes of this report, “middle-market companies” refers to companies that, in general, generate annual earnings before interest, taxes, depreciation and amortization, or EBITDA, in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion.
We invest primarily in directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Typical middle-market senior loans may be issued by middle-market companies in the context of leveraged buyouts, or LBOs, acquisitions, debt refinancings, recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically to bear interest at a floating rate usually determined on the basis of a benchmark such as the Secured Overnight Financing Rate, or SOFR.
We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and debt and equity securities, and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.
The middle-market loans in which we generally invest are typically not rated by any rating agency, but we believe that if they were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s Ratings Services), which under the guidelines established by these rating agencies is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Debt instruments that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.”
Our investment approach is focused on long-term credit performance, risk mitigation and preservation of principal. Utilizing our proprietary investment approach, we intend to execute on our investment objective by (1) utilizing the Adviser’s and the Firm’s longstanding and deep relationships with middle-market companies, private equity sponsors, commercial and investment banks, industry executives and financial intermediaries to provide a strong pipeline of investment opportunities, (2) implementing the Adviser’s rigorous, fundamentals-driven and disciplined investment and risk management process, (3) utilizing the investment committee’s extensive experience in credit and principal investing, credit analysis and structuring, and (4) accessing Morgan Stanley’s global resources.
By leveraging the established origination and underwriting capabilities within the MS Private Credit platform and targeting an attractive investing area in the U.S. middle-market, we believe we are able to offer attractive risk-adjusted returns to our investors. We remain highly focused on conducting extensive due diligence and leveraging the Morgan Stanley platform. We continue to seek to invest in companies that are led by strong management teams, generate substantial free cash flow, have leading market positions, benefit from sustainable business models, and are well positioned to perform well despite the impact of recent market volatility. We believe the current market environment continues to be attractive and offers opportunities to seek compelling risk adjusted returns. Our investment pace will depend on several factors including the market environment, including the current economic environment, and deal flow.
On December 23, 2019, we completed our initial closing (“Initial Closing”) of capital commitments to purchase shares of our Common Stock in a private placement pursuant to subscription agreements with investors (the Subscription Agreements). As of December 31, 2024 all of our capital commitments have been called.
On January 26, 2024, we closed our initial public offering (“IPO”), issuing 5,000,000 shares of our Common Stock at a public offering price of $20.67 per share. Net of underwriting fees, we received net cash proceeds, before offering expenses, of approximately $97.1 million. Our Common Stock began trading on The New York Stock Exchange ("NYSE") under the symbol “MSDL” on January 24, 2024.
The Adviser
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Morgan Stanley launched its private credit platform in 2010. The private credit platform includes dedicated strategies targeting different credit products, asset yields and issuer sizes, resulting in a platform that we believe is well positioned to provide scale and flexible financing solutions to borrowers, maximize deal origination and enhance the ability to generate attractive risk adjusted returns for our stockholders. These strategies include MS Private Credit, European private credit and tactical credit.
Our Adviser, an indirect, wholly owned subsidiary of Morgan Stanley, was established in 2007 and serves as the investment adviser for various funds, accounts and strategies, including the funds and accounts on the MS Private Credit platform, including the MS BDCs, and managed approximately $23.5 billion in committed capital1 as of February 1, 2025.
MS Private Credit’s primary areas of focus include:
Direct Lending. The Direct Lending strategy includes us, the other MS BDCs and other funds and separately managed accounts. Investments made primarily in directly originated first lien senior secured and second lien senior secured loans, mezzanine notes, unsecured debt, preferred stock, and common stock issued by U.S. middle-market companies owned by private equity firms, typically, although not always, with annual EBITDA of up to $200 million. As of February 1, 2025, Direct Lending managed approximately $20.5 billion in committed capital.
Opportunistic Credit. Investments made primarily in complex assets, unusual credit situations or companies experiencing difficulties in sourcing capital. Other potential investments included in this category may include purchasing public or private securities in the open market at deep discounts to their fundamental value. Investments are made primarily in first lien senior secured and second lien senior secured loans, mezzanine notes, unsecured debt, preferred stock and common stock issued by U.S. middle-market companies, typically, although not always, with annual EBITDA of $10 million to $100+ million. As of February 1, 2025, Opportunistic Credit managed approximately $3.0 billion in committed capital.

Our Adviser’s investment committee servicing us, or the Investment Committee, is comprised of ten senior investment professionals of IM and is chaired by Jeffrey S. Levin, our Chief Executive Officer and a member of our Board of Directors. The Investment Committee members have an average of 25 years of relevant industry experience and have experience investing across multiple credit cycles and different investing environments, including the global financial crisis of 2008. All investment decisions are reviewed and approved by the Investment Committee, which has principal responsibility for approving new investments and overseeing the management of existing investments.
Our Adviser is served by experienced investment professionals, or the Investment Team, within the MS Private Credit platform. The Investment Team is responsible for origination, due diligence, underwriting, structuring and monitoring each investment throughout its life cycle. In addition to our executive officers and their support teams, the MS Private Credit platform is supported by numerous professionals in legal, compliance, risk management, finance, accounting and tax who help support the platform by providing guidance on our operations.
Morgan Stanley, the parent of our Adviser, is a global financial services firm whose predecessor companies date back to 1924 and, through its subsidiaries and affiliates, advises, originates, trades, manages and distributes capital for governments, institutions and individuals. Morgan Stanley maintains a significant market position in each of its business divisions-Institutional Securities Group, or ISG, Wealth Management, or WM, and IM. We are not a subsidiary of or consolidated with Morgan Stanley and Morgan Stanley does not guarantee any of our financial obligations.
IM is a global investment manager, delivering innovative investment solutions across public and private markets. As of December 31, 2024, IM managed approximately $1.7 trillion in assets under management across its business lines, which include equity, fixed income, liquidity, real assets and private investment funds.
The Administrator
Our Administrator, an indirect, wholly owned subsidiary of Morgan Stanley, provides the administrative services necessary for us to operate pursuant to an administration agreement, dated November 25, 2019, between us and the Administrator (the “Administration Agreement”). The Administration Agreement was most recently renewed by our Board of Directors in August 2024.
We pay our Administrator our allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer. Our Administrator is reimbursed for certain expenses it incurs on our behalf. Our Administrator reserves the right to waive all or part of any reimbursements due from us at its sole discretion. See — Administration Agreement” below for a discussion of the expenses that we reimburse to the Administrator (subject to the review and approval of our Independent Directors).
1 Committed capital is calculated as aggregate capital commitments received and total committed leverage within each of the funds or accounts with the exception for funds past their investment period, where committed capital is calculated as invested capital.
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Investments
As of December 31, 2024, we had investments in 208 portfolio companies across 33 industries. Based on fair value as of December 31, 2024, approximately 99.6% of our debt portfolio was invested in debt bearing a floating interest rate, which floating rate debt investments primarily are subject to interest rate floors. Our weighted average total yield of investments in debt securities at amortized cost was 10.4%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2024.
Investment Strategy
Our primary investment strategy is to make privately negotiated senior secured credit investments in U.S. middle-market companies that have leading market positions, enjoy high barriers to entry, such as high startup costs or other obstacles that prevent new competitors from easily entering the portfolio company’s industry or area of business, generate strong and stable free cash flow and are led by a proven management team with strong private equity sponsor backing. Our investment approach is focused on long-term credit performance, risk mitigation and preservation of capital. Our Adviser employs a highly rigorous, fundamentals-driven and disciplined investment process developed and refined by the investment professionals of the MS Private Credit platform. The Investment Team works on a particular transaction from origination to close and continues to monitor each investment throughout its life cycle.
We invest primarily in companies backed by leading private equity sponsors with strong track records. We believe lending to sponsor-backed companies (or companies where private equity sponsors hold a controlling equity position) versus non-sponsor-backed companies (or companies where private equity sponsors do not hold a controlling equity position) has many distinct potential advantages including:
Strong, predictable deal flow given significant private equity committed capital;
Well-capitalized borrowers, including potential access to additional capital from sponsors, if needed;
Access to detailed financial, operational, industry data, and third-party legal and accounting due diligence reports conducted by the sponsor as part of their due diligence;
Proper oversight and governance provided by an experienced management team and a board of directors, as well as other industry and/or operating expertise from the sponsors;
Natural alignment of interests between lender and sponsor given focus on exit strategy; and
Supplemental diligence beyond the credit analysis of the borrower, given the ability to analyze track records of each private equity firm.

We have created what we believe is a defensive portfolio of investments that is anchored in first lien senior secured loans and focused on generally avoiding issuer or industry concentration in order to mitigate risk and achieve our investment objective.
We focus primarily on U.S. middle-market companies. However, to the extent that we invest in foreign companies, we intend to do so in accordance with the limitations under the 1940 Act and only in jurisdictions with established legal frameworks and a history of respecting creditor rights, including the United Kingdom and countries that are members of the European Union, as well as Canada, Australia and Japan. Our investment strategy is predicated on seeking to lend to companies with proven management teams in what we believe to be non-cyclical industry sectors. Additionally, we typically avoid direct exposure to investments in certain sectors such as in companies whose primary revenues are related to retail, restaurants, energy, alcohol, tobacco, pork manufacturing, gaming and gambling, and pornography, and for the avoidance of doubt, investments in such sectors is separate and apart from ESG (as defined below) considerations described below. See “—Investment Process—Due Diligence & Structuring” below.
Investment Criteria
In order to achieve our investment objectives, we seek to build an investment portfolio that consists primarily of directly originated floating-rate first lien senior secured term loans (including unitranche loans), and second lien senior secured term loans of U.S. middle-market companies. The balance of our investments is expected to be in higher-yielding assets such as mezzanine debt, unsecured debt and equity investments in U.S. middle-market companies, and other opportunistic asset purchases. Our debt investments typically have maturities of five to eight years. We seek to create and have created what we believe is a defensive portfolio of investments by focusing on generally avoiding issuer or industry concentration and anchoring our portfolio in first lien loans in order to mitigate risk and achieve our investment objective.

We expect our target portfolio companies to exhibit some, or all, of the following characteristics at the time of the initial investment, although not all of our portfolio companies will meet these criteria:
EBITDA of $15 – $200 million;
Defensible, leading market positions;
Unique or specialized strategy or other meaningful barriers to entry;
Low technology or market risks;
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Diversified product offering, customer and supplier base;
Stable cash flows;
Low capital expenditure requirements;
General avoidance of what we believe to be cyclical industry sectors;
Predominantly North American base of operations;
Typical loan-to-value of up to 60%; and
Experienced management teams with successful track records.
Key themes of our investment strategy include:
Maintaining an appropriate allocation of first lien senior secured and second lien senior secured debt to allow us to achieve attractive returns within the targeted risk profile, while investing prudently based on the market and economic environment;
Performing thorough fundamental business and industry due diligence;
Conducting in-depth due diligence on management teams and sponsors to bolster our position that we are investing in businesses led by experienced professionals;
Structuring investments focused on providing us with security, covenant protection and current income while seeking to provide our borrowers with adequate liquidity and flexibility to operate; and
Ongoing active management of our portfolio companies through consistent dialogue with management and/or the sponsor, review of financial reporting, monitoring of key performance indicators and evaluation of exit strategies.
Market Opportunity
We believe the middle market direct lending market environment continues to be attractive, despite the recent market volatility resulting from elevated inflation and broader macroeconomic uncertainty. We expect that a series of market dynamics may provide for significant financing opportunities for lenders like us which have longstanding and deep relationships with middle market private equity firms. Additionally, we believe that sponsored, middle market direct lending provides investors with attractive risk-adjusted return opportunities relative to other asset classes.
Demand for Direct Lending Solutions
We believe that demand has increased for financing from direct lenders relative to other sources because of the attractiveness of the product as well as structural and market factors. According to Preqin, private credit’s share of the sub-investment grade credit market, relative to the high yield and syndicated loan markets, has increased from 3% in 2010 to 23% as of June 30, 2024.
Fundamental Attributes of Product: We believe that when private equity sponsors experience the flexibility of private credit transactions and the speed and certainty of execution, they will continue to seek financing from non-bank lenders. We believe this presents a compelling opportunity for us to invest in quality companies on attractive terms and conditions.
Market Share Gains for Direct Lending: Bank participation in middle-market secured loans has decreased in recent years. Additionally, certain private equity sponsors who historically sought to finance their transactions in the public, syndicated markets have turned to private credit providers, including us, to finance their transactions.
Large and Growing U.S. Middle-Market
We believe U.S. middle-market companies represent a large and growing opportunity set and will likely require additional amounts of private debt financing for various purposes. The U.S. middle market is the third largest economy, as measured by gross domestic product.
Significant Refinancing Needs: Recent data from LSEG LPC, a premier global provider of information on the syndicated loan and high yield bond markets, indicates that there were more than $627 billion of middle-market loans with maturities between the first quarter of 2025 and the third quarter of 2030 that will likely require a refinancing event.
Robust Private Equity Dry Powder: In addition, data from Preqin shows that global private equity managers currently have over $1.0 trillion of raised, but not yet invested, capital, representing a sizeable pool of support for both new and existing investments.
We expect that these two important dynamics will provide for significant financing opportunities for lenders like us who have longstanding and deep relationships with middle-market private equity firms.
Attractive Attributes of Middle Market Direct Lending
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We believe that focusing on lending to private equity owned middle-market businesses provides for attractive risk adjusted return opportunities, due to a series of structural and market factors. Although leveraged buyout activity has remained subdued in recent quarters, the private credit market has continued to present high quality opportunities, that could offer compelling risk-adjusted returns.
Seniority in Capital Structure: We believe senior secured middle market loans typically have strong defensive characteristics, including priority in payment among a portfolio company’s security holders, which generally means they carry the least risk among investments in the capital structure.
Floating Rate: We believe that the Company is well positioned in the current elevated interest rate environment. The Company invests primarily in floating rate debt investments, which bear higher yields when base rates are higher.
Covenants: We believe that the middle market loans that we expect will comprise a meaningful portion of our debt investment portfolio often avoid riskier large deal debt characteristics such as covenant-lite structures. Maintaining financial covenants allows us to diagnose and respond to borrower underperformance typically before value materially erodes. We believe it is this more conservative loan structuring that also contributes to the better overall performance of middle-market loans.
Equity Support: Purchase price multiples for middle market leveraged buyouts have increased substantially since 2013, while the increase in leverage multiples has not been nearly as dramatic. As a result, private equity owners have been contributing a significant share of equity beneath the debt in the capital structure, which we believe provides us with meaningful cushion in the event of underperformance or an economic downturn. The private equity sponsor can also be a source for incremental ongoing support for the business in the event the borrower experiences stress.
Illiquidity Premium: We believe middle market loans generally tend to offer more attractive economics, including higher spreads in exchange for their illiquidity, relative to syndicated loans. Since 2013, middle market loans have generally exhibited 100 - 250 basis points of incremental spread premium over broadly syndicated loans on average.
We believe that the combination of these structural and market benefits has contributed to the historical outperformance of middle-market loans. Since 1995, middle-market loans have produced higher returns, lower default rates, and higher cumulative recovery rates which resulted in lower cumulative loss rates.
Competitive Advantages
We believe we are able to execute on our investment objective and achieve attractive risk-adjusted returns as a result of our competitive strengths. In addition to the Adviser’s relationships with middle market private equity firms, the Firm has relationships with many middle-market private equity firms and middle-market companies that may provide significant investment opportunities. MS Private Credit is the primary private credit investment management platform of the Firm. The Adviser capitalizes on the significant number of lending opportunities with middle-market companies through relationships established by the Firm and otherwise. We believe the large volume of potential lending opportunities and scale of the MS Private Credit origination and due diligence platform allows us to increase investment selectivity and potentially enhance risk-adjusted returns.
Ability to Leverage Morgan Stanley’s Relationships and Network
Morgan Stanley has a substantial network of business relationships with individuals, companies, institutions and governments in the United States and around the world which we believe is a potential source of investment opportunities for us and differentiates us relative to other BDCs. Additionally, we believe that this network may potentially assist our portfolio companies through our efforts to make introductions and referrals to the investment banking and capital markets services of the Firm.
In all cases, subject to applicable laws, rules and regulations, information barriers, confidentiality provisions and policies and procedures, our Adviser utilizes Morgan Stanley’s global resources throughout the life cycle of each investment. The investment teams consult with teams across IM, ISG (and its business units, Investment Banking, Sales and Trading, Commodities and Equity and Fixed Income Research) and WM to assess potential investments and determine the investment opportunities to which we should devote substantial time and resources. We believe that we benefit, where appropriate, from the expertise, infrastructure, track record, relationships and institutional knowledge of Morgan Stanley.
Access to certain parts of Morgan Stanley may be limited in certain instances by a number of factors, including third-party confidentiality obligations and information barriers established by Morgan Stanley in order to manage compliance with applicable law and potential conflicts of interest and regulatory restrictions, including without limitation joint transaction restrictions pursuant to the 1940 Act and internal policies and procedures. The investment sources described above are not necessarily indicative of all sources that the Adviser may utilize in sourcing investments for us. There can be no assurance that the Adviser will be able to source investments from any one or more parts of the Morgan Stanley network, implement our strategy, achieve our investment objectives, find investments that fit its investment criteria or avoid substantial losses. See “Part 1—Item 1A. Risk Factors—Risks Relating to Our Business and Structure—There are significant potential conflicts of interest that could affect our investment returns.”
Highly Differentiated Deal Sourcing Advantages
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We believe the relationships that the Investment Team maintains with sponsors, commercial and investment banks, industry executives and financial intermediaries provides a strong pipeline of proprietary investment opportunities. However, unlike many other competing alternative lending strategies, our Adviser operates within a global financial institution with multiple groups within the Firm. We expect the broader Morgan Stanley platform to be a source of potential lending opportunities. We believe this position within the Firm is a key factor that differentiates us and constitutes a meaningful competitive advantage relative to other private credit funds and BDCs.
Distinctive Approach to Credit Investing and Due Diligence
We believe that our Adviser utilizes an investment approach that is differentiated in the industry. Our Adviser employs a highly rigorous, fundamentals-driven and disciplined investment process which has been developed utilizing Morgan Stanley’s extensive investing experience. The Adviser generally seeks to invest in companies that have leading, defensible market positions, generate strong and stable free cash flow, and have high barriers to entry, highly capable management teams and strong private equity sponsor ownership. We believe that our Adviser’s investment approach coupled with our portfolio construction strategy, flexible capital, and focus on financial covenant protection, differentiates us from our competitors.
Experienced and Accomplished Investment Team & Investment Committee
The Investment Team is led by investment professionals with extensive experience in credit and principal investing, credit analysis, credit origination and structuring. Jeffrey S. Levin, our Chief Executive Officer, and member of the Board of Directors, has principal management responsibility for us and serves as Chair of the Investment Committee. Mr. Levin has over 23 years of experience in direct lending, mezzanine lending, credit investing and leveraged finance, and he also currently serves as the Chief Executive Officer and a member of the board of directors of each of the MS BDCs. Prior to that, through his tenure at The Carlyle Group as Managing Director and Partner, a member of the management team of the Carlyle private credit platform and as President of certain BDCs managed by affiliates of The Carlyle Group, he also has direct experience in successfully capitalizing and managing BDCs. Before working at The Carlyle Group, Mr. Levin was a founding member of the MS Private Credit platform.
The Investment Committee members have an average of 25 years of relevant industry experience. The Investment Committee is comprised of senior members of IM and provides guidance to the Investment Team throughout the investment process.
In addition, the Investment Team has strong private equity sponsor and intermediary relationships and a highly developed network within Morgan Stanley. Collectively, the investment professionals of the Adviser have substantial leveraged lending experience, and we believe the Investment Team is well positioned to generate attractive risk-adjusted returns.
Efficient Expense Model

We believe that we have an efficient expense model, as compared to other publicly traded BDCs, based on our low operating expense rate as well as our low management fees. We believe that our efficient expense model reinforces our focus on alignment with stockholders and enhances the potential returns we are able to generate.
MS Credit Partners Holdings Investment
MS Credit Partners Holdings, Inc., or MS Credit Partners Holdings, an indirect, wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, made an equity investment of $200.0 million to us pursuant to a subscription agreement initially entered into in December 2019, and which was fully funded as of October 4, 2023. As of December 31, 2024 and December 31, 2023, MS Credit Partners Holdings held approximately 11.0% and 11.7% of our outstanding shares of Common Stock, respectively. Morgan Stanley has no other obligation, contractual or otherwise, to financially support us. Morgan Stanley has no history of financially supporting any of the BDCs on the MS Private Credit platform, even during periods of financial distress.
Investment Process
Our investment activities are managed by our Adviser. Our Adviser is responsible for origination, underwriting, structuring and monitoring our investments.
The Adviser’s investment process has five stages: Origination, Preliminary Screen, Due Diligence & Structuring, Investment Committee Approval & Closing and Portfolio Management, and it employs the same rigorous and disciplined investment process to all types of investments. The Investment Team works on a particular transaction from origination to close and continues to monitor each investment throughout its life cycle.
Origination
We believe we benefit from the Adviser’s highly differentiated direct origination platform. The MS Private Credit origination platform is complemented by opportunities sourced by other Morgan Stanley divisions and businesses.
The Firm has deep relationships with many middle-market private equity firms and middle-market companies that may provide significant investment opportunities. MS Private Credit is the primary private credit investment management platform across the Firm.
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The Adviser seeks to capitalize on a significant number of lending opportunities with middle-market companies through relationships established by the Firm.
We believe the large volume of untapped potential lending opportunities and the scale of the MS Private Credit origination and due diligence platform allows us to increase investment selectivity and potentially enhance risk-adjusted returns.
Preliminary Screen
An initial review of each investment opportunity is conducted by the Investment Team to determine whether it is consistent with our investment objectives and credit standards. If the opportunity fits our investment objective and 1940 Act requirements, the opportunity is further evaluated by the Investment Team.
The Investment Team utilizes the extensive industry expertise resident in IM and ISG (subject in all cases to applicable regulations, confidentiality provisions, information barriers and policies and procedures) to assist in this preliminary evaluation. Access to these resources allows the Investment Team to assess each opportunity quickly and effectively and enables it to focus only on compelling opportunities.
If the members of the Investment Team conducting the initial review conclude that the investment opportunity meets our objectives, the Investment Team prepares a screening memo which is discussed with a subset of the Investment Committee at a Preliminary Screen meeting. At a Preliminary Screen meeting, the Investment Team presents an overview of the business, proposed capital structure, proposed terms (if applicable at this stage), key investment highlights and risks, and preliminary financial analysis. Opportunities that are approved at the Preliminary Screen meeting advance to the Due Diligence & Structuring phase.
Due Diligence & Structuring
All investment opportunities that pass the Preliminary Screen are subject to a comprehensive due diligence process. The Adviser uses both internal and external resources in its due diligence process including leveraging the extensive industry expertise resident in Morgan Stanley’s businesses (subject in all cases to applicable regulations, confidentiality provisions, information barriers and policies and procedures). Diligence typically involves meeting with company management and the private equity sponsor to achieve a comprehensive understanding of the portfolio company’s competitive positioning, competitive advantage, company strategy and risks and mitigants associated with the proposed investment.
Additionally, the Investment Team, to the extent applicable, conducts supplemental diligence including:
Financial analysis;
Capital structure review;
Covenant analysis;
Review of third-party due diligence reports (financial, industry, legal, technology, insurance and/or environmental);
Industry research;
Customer calls;
Industry expert calls;
Management background checks;
Consideration of environmental, social and governance ("ESG") issues; and
Negotiation of legal documentation.
The Investment Team reviews ESG considerations as part of its due diligence process, these considerations include but not limited to whether the borrower has formal ESG and compliance policies, type of activities carried on by the borrower (e.g., energy usage, carbon emissions, fossil fuel exposure, nuclear energy) and hiring practices. As a part of ESG due diligence, the Investment Team evaluates each potential borrower utilizing a standard ESG template to determine an ESG score for each potential borrower. Borrowers who score beneath an internally set threshold require additional discussion and consideration by the Investment Committee. The identification of a material ESG risk will not necessarily be determinative in our Adviser’s decision to lend to a potential borrower and we may invest in portfolio companies that score poorly in our Adviser’s ESG due diligence. In addition, material ESG issues are reported and discussed as part of the Adviser’s ongoing portfolio management processes on a regular basis.
Investment Committee Approval & Closing
The Investment Committee is engaged throughout the investment process to provide guidance on best practices, industry expertise and related deal experience drawn from their relevant experience.
Based on the findings in the Due Diligence & Structuring phase, the Investment Team prepares a detailed memo that is presented to the Investment Committee. A majority of the Investment Committee, including approval by Mr. Levin, must approve a transaction in order for us to pursue the opportunity. Once approved, the Investment Team works towards closing and funding the investment. Any
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changes to the investment after approval along with key legal terms are documented and circulated to the Investment Committee prior to closing in the form of a closing memo.
Portfolio Management
We believe that proactive monitoring of our portfolio companies is an important part of the investment process. The Adviser engages in formal and informal dialogue with portfolio company management teams, private equity sponsors, suppliers and customers, as appropriate, through conversations facilitated, in part, by the Firm’s global network in an attempt to give us an ongoing advantage relative to other investors. The Adviser receives monthly or quarterly financial reports from portfolio companies. This information access and ongoing interactions with portfolio companies and sponsors should provide the Adviser with the ability to anticipate any potential performance or liquidity issues at an early stage and to work proactively toward mitigating potential losses. Our Adviser holds quarterly portfolio reviews. In conjunction with the quarterly portfolio reviews, the Adviser compiles a quarterly risk report that examines, among other things, migration in portfolio and loan level investment mix, industry diversification, ESG review, Internal Risk Ratings, revenue, EBITDA and leverage.
Frequency of review of individual loans is determined on a case-by-case basis, based on an Internal Risk Rating, total exposure and other criteria set forth by the Investment Committee. Performing loans, or loans on which the borrower has historically made payments of principal and interest on time, are typically discussed every quarter, while any loan that has been downgraded under our Internal Risk Rating scale is typically discussed quarterly at a minimum and more frequently as appropriate. In addition, the Adviser holds monthly “watchlist” meetings which include a discussion of all transactions that have been downgraded, or are at risk for downgrade, under our Adviser’s Internal Risk Rating system.
As part of the monitoring process, our Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Adviser’s ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Investment Adviser’s Internal Risk Rating system:
Risk Rating 1In the opinion of our Investment Adviser, investments in Risk Rating 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 1 investments performance is above our initial underwriting expectations and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company, or the likelihood of a potential exit.
Risk Rating 2In the opinion of our Investment Adviser, investments in Risk Rating 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment and are neutral to favorable. All new originated or acquired investments are initially included in Risk Rating 2.
Risk Rating 3In the opinion of our Investment Adviser, investments in Risk Rating 3 indicate that the risk to our ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as declining financial performance and non-compliance with debt covenants; however principal and interest payments are not more than 120 days past due.
Risk Rating 4In the opinion of our Investment Adviser, investments in Risk Rating 4 involve a borrower performing substantially below expectations and indicate that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For Risk Rating 4 investments, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.
Our Adviser rates the investments in our portfolio at least quarterly, and it is possible that the rating of a portfolio investment may be changed over time. For investments rated 3 or 4, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company by conducting a formal review of the portfolio company on a monthly basis and taking any actions deemed appropriate from the results of such review. Refer to “Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations—Portfolio, Investment Activity and Results of Operations.” for further details.
Beyond the policies and protocols detailed above, our Investment Team performs analysis and projections in response to market conditions to assess potential exposure to our portfolio. Sample analysis includes evaluation of the impact from market, economic and geopolitical conditions that may from time to time result in periods of capital markets volatility and economic uncertainty.
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The Internal Risk Ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
Allocation of Investment Opportunities and Potential Conflicts of Interest; Co-Investment Opportunities
As a diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities. In the ordinary course of its business, Morgan Stanley is a full-service investment banking and financial services firm and therefore engages in activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of our stockholders. Morgan Stanley has advised and may advise clients and has sponsored, managed or advised Affiliated Investment Accounts (as defined below) with a wide variety of investment objectives that in some instances may overlap or conflict with our investment objectives and present conflicts of interest. Certain members of the Investment Team and the Investment Committee will make investment decisions on behalf of Affiliated Investment Accounts, including Affiliated Investment Accounts with investment objectives that overlap with ours. The term “Affiliated Investment Accounts” includes certain alternative investment funds, regulated funds and investment programs, accounts and businesses that are advised by or affiliated with the Adviser or its affiliates or through which IM otherwise conducts its business, together with any new or successor to such funds, programs, accounts or businesses. For instance, the Adviser serves as the investment adviser to the other MS BDCs. For the avoidance of doubt, we are not a subsidiary of or consolidated with Morgan Stanley. Furthermore, Morgan Stanley has no obligation, contractual or otherwise, to financially support us. Morgan Stanley has no history of financially supporting any of the BDCs on the MS Private Credit platform, even during periods of financial distress.

These activities create potential conflicts in allocating investment opportunities among us and other Affiliated Investment Accounts. As a BDC regulated under the 1940 Act, we are subject to certain limitations relating to co-investments and joint transactions with affiliates, which likely will, in certain circumstances, limit our ability to make investments or enter into other transactions alongside the Adviser and other Affiliated Investment Accounts. Although the Adviser has implemented allocation policies and procedures, there can be no assurance that such regulatory restrictions will not adversely affect our ability to capitalize on attractive investment opportunities. See “—Investments by Morgan Stanley and its Affiliated Investment Accounts.”

We may, however, invest alongside the Affiliated Investment Accounts, including the MS BDCs, and any proprietary accounts of Morgan Stanley, if applicable, in certain circumstances where doing so is consistent with our Adviser’s allocation policies and procedures, applicable law and SEC staff interpretations, guidance and any exemptive relief order applicable to us and/or the Adviser. The SEC has granted our Adviser an exemptive order (as amended, the “Order”) that allows us to enter into certain negotiated co-investment transactions alongside certain Affiliated Investment Accounts, including the MS BDCs, and any proprietary accounts of Morgan Stanley, as applicable, in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the 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 eligible directors makes certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to us and our unitholders and do not involve overreaching in respect of us or our unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our unitholders and is consistent with our investment objective and strategies. See “—Co-Investment Transactions.”

Investments by Morgan Stanley and Its Affiliated Investment Accounts

Morgan Stanley has advised, and may advise, clients and has sponsored, managed or advised the Affiliated Investment Accounts with a wide variety of investment objectives that in some instances may overlap or conflict with our investment objectives and present conflicts of interest, including without limitation, the MS BDCs, whose investment objectives overlap with us. In addition, Morgan Stanley routinely makes equity and private debt investments in connection with its global business and operations. MS Private Credit may also from time to time create new or successor Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, that may compete with us for investment opportunities or overlap in terms of investment strategy and may present similar conflicts of interest. Morgan Stanley and/or some of its Affiliated Investment Accounts have routinely made, and will continue to make, investments that fall within our investment objectives. Certain members of the Investment Team and the Investment Committee may make investment decisions on behalf of Affiliated Investment Accounts, including Affiliated Investment Accounts with investment objectives that overlap with us.

Morgan Stanley currently invests and plans to continue to invest on its own behalf and on behalf of its Affiliated Investment Accounts in a wide variety of investment opportunities in North America, Europe and elsewhere. Morgan Stanley and, to the extent consistent with applicable law, exemptive relief and/or the Adviser’s allocation policies and procedures, its Affiliated Investment Accounts will be permitted to invest in investment opportunities without making such opportunities available to us beforehand. Subject to the requirements of any applicable exemptive relief, Morgan Stanley may offer investments that fall into the investment objectives of an Affiliated Investment Account to such account or make such investment on its own behalf, even though such investment also falls within our investment objectives. We may invest in opportunities that Morgan Stanley and/or one or more Affiliated Investment Accounts has declined, and vice versa. Certain of these Affiliated Investment Accounts may provide for higher management fees or incentive fees or have greater expense reimbursements or overhead allocations, or permit the Adviser and its affiliates to receive higher origination and other transaction fees, which may create an incentive for the Adviser to favor such Affiliated Investment Accounts. The Adviser expects to enter into one or more contractual arrangements with third parties (“Syndication Partners”), including certain third parties that may or may not be advisory clients of the Adviser, whereby, subject to certain investment criteria,
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the Adviser would agree to present such third parties with certain co-investment opportunities alongside the MS Private Credit platform, including us.

To seek to reduce potential conflicts of interest and to attempt to allocate such investment opportunities in a fair and equitable manner, the Adviser has implemented allocation policies and procedures. These policies and procedures are intended to give all applicable Affiliated Investment Accounts, including us, fair access to new private credit investment opportunities consistent with the requirements of organizational documents, investment strategies, applicable laws and regulations, the fiduciary duties of the Adviser, and to meet the conditions of the Order. The Order allows certain of the Affiliated Investment Accounts to participate in negotiated co-investment transactions, subject to the conditions set forth therein as described under “Co-Investment Transactions” below. Each Affiliated Investment Account and Syndication Partner that is subject to the Adviser’s allocation policies and procedures, including us, is assigned a portfolio manager by the Adviser. The portfolio managers review potential investment opportunities and will make an initial determination with respect to the allocation of each applicable opportunity taking into account various factors, including, but not limited to those described under “—Co-Investment Transactions.” The Adviser is empowered to take into account other considerations it deems appropriate to ensure a fair and equitable allocation of opportunities. The allocation policies and procedures are subject to change. Investors should note that the conflicts inherent in making such allocation decisions may not always be resolved to our advantage. There can be no assurance that we will have an opportunity to participate in certain opportunities that fall within our investment objectives.

It is possible that Morgan Stanley or an Affiliated Investment Account will invest in a company that is or becomes a competitor of our portfolio company. Such investment could create a conflict between us, on the one hand, and Morgan Stanley or the Affiliated Investment Account, on the other hand. In such a situation, Morgan Stanley may also have a conflict in the allocation of its own resources to the portfolio company. In addition, certain Affiliated Investment Accounts will be focused primarily on investing in other funds which may have strategies that overlap and/or directly conflict and compete with us. In certain cases, we may be unable to invest in attractive opportunities because of the investment by these Affiliated Investment Accounts in such private equity or private credit funds.

It should be noted that Morgan Stanley has, directly or indirectly, made large investments in certain of its Affiliated Investment Accounts, including the MS BDCs, and accordingly Morgan Stanley’s investment in us may not be a determining factor in the outcome of any of the foregoing conflicts. Nothing herein restricts or in any way limits the activities of Morgan Stanley, including its ability to buy or sell interests in, or provide financing to, equity and/or debt instruments, funds or portfolio companies, for its own accounts or for the accounts of Affiliated Investment Accounts or other investment funds or clients in accordance with applicable law.
To the extent consistent with applicable law and/or any exemptive relief applicable to us and/or the Adviser, in addition to such co-investments, the Company and Morgan Stanley or an Affiliated Investment Account may, as part of unrelated transactions, invest in either the same or different tiers of a portfolio company’s capital structure or in an affiliate of such portfolio company. To the extent we hold investments in the same portfolio company or in an affiliate thereof that are different (including with respect to their relative seniority) than those held by Morgan Stanley or an Affiliated Investment Account, the Adviser and Morgan Stanley may be presented with decisions when the interests of the two co-investors are in conflict. In circumstances where there is a portfolio company in which we have an equity or debt investment and in which Morgan Stanley or an Affiliated Investment Account has an equity or senior debt investment elsewhere in the portfolio company’s capital structure, Morgan Stanley may have conflicting loyalties between its duties to its stockholders, the Affiliated Investment Account, us, certain of its other affiliates and the portfolio company. In that regard, actions may be taken for Morgan Stanley or such Affiliated Investment Account that are adverse to us, or actions may or may not be taken by us due to Morgan Stanley’s or such Affiliated Investment Account’s investment, which action or failure to act may be adverse to us. In addition, it is possible that in a bankruptcy proceeding, our interest may be subordinated or otherwise adversely affected by virtue of Morgan Stanley’s or such Affiliated Investment Account’s involvement and actions relating to its investment. Decisions about what action should be taken in a troubled situation, including whether to enforce claims, whether to advocate or initiate restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, raise conflicts of interest. If a portfolio company becomes troubled, we might arguably be best served by a liquidation that would result in its debt being paid, but leave nothing for Morgan Stanley or such Affiliated Investment Accounts. In those circumstances where we and Morgan Stanley or such Affiliated Investment Accounts hold investments in different classes of a company’s debt or equity, Morgan Stanley may also, to the fullest extent permitted by applicable law, take steps to reduce the potential for adversity between us and Morgan Stanley or such Affiliated Investment Accounts, including causing us to take certain actions that, in the absence of such conflict, it would not take, such as (A) remaining passive in a restructuring or similar situations (including electing not to vote or voting pro rata with other security-holders), (B) divesting investments or (C) otherwise taking an action designed to reduce adversity. A similar standard generally will apply if Morgan Stanley or such Affiliated Investment Accounts make an investment in a company or asset in which we hold an investment in a different class of such company’s debt or equity securities or such asset.

Our Adviser or its affiliates may engage in certain origination activities and receive arrangement, structuring or similar fees in connection with such activities. See “ Item 1A. Risk Factors-Risks Relating to our Business and Structure—Conflicts related to obligations the Investment Committee, the Adviser or its affiliates have to other clients and conflicts related to fees and expenses of such other clients.” Our Adviser’s liability is limited under our Investment Advisory Agreement, and we are required to indemnify our Adviser against certain liabilities. These protections may lead our Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account. See “Item 1A. Risk Factors-Risks Relating to Our Business and Structure-The liability of each of the Adviser, and the Administrator is limited, and we have agreed to indemnify each of the Adviser and the Administrator against certain liabilities, which may lead them to act in a riskier manner on our behalf than each would when acting for its own account.”
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Co-Investment Transactions

Our Adviser has received the Order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain Affiliated Investment Accounts, including the MS BDCs and which may include proprietary accounts of Morgan Stanley. Subject to the 1940 Act and the conditions of the Order, we may, under certain circumstances, co-invest with Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, in investments that are suitable for us and one or more of such Affiliated Investment Accounts or proprietary accounts of Morgan Stanley. Even though we and any such Affiliated Investment Account or proprietary account co-invest in the same securities, conflicts of interest may still arise. If the Adviser is presented with co-investment opportunities that generally fall within our investment objective and other board-established criteria and those of one or more Affiliated Investment Accounts advised by the Adviser, whether focused on a debt strategy or otherwise, the Adviser will allocate such opportunities among us and such Affiliated Investment Accounts in a manner consistent with the Order and our Adviser’s allocation policies and procedures, as discussed herein.

Investment opportunities for all other Affiliated Investment Accounts not advised by our Adviser, which may include proprietary accounts of Morgan Stanley, are allocated in accordance with their respective investment advisers’ and Morgan Stanley’s other allocation policies and procedures. Such policies and procedures may result in certain investment opportunities that are attractive to us being allocated to other Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley.

With respect to co-investment transactions conducted under the Order, initial internal allocations among us and certain other Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, or the Internal Order, will generally be made taking into account a variety of factors which may include factors not limited to: investment guidelines, goals or restrictions of the applicable Affiliated Investment Accounts or proprietary account, available capital and liquidity restrictions, target position hold size, diversification requirements and objectives, issuer, industry and geographical considerations, leverage covenants or restrictions, tax considerations, legal or regulatory considerations and risk considerations, prohibitions or restrictions on “joint transactions” for entities regulated under the 1940 Act, compliance with co-investment order conditions pursuant to our Order and other applicable guidance and relief, as applicable. If we invest in a transaction under the Order and, immediately before the submission of the order for us and the other participating Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, the opportunity is oversubscribed, it will generally be allocated on a pro rata basis based on Internal Order’s size. Final allocations are generally approved by an allocation committee comprised of senior management, subject to certain exceptions described in the Order. Our Board of Directors regularly reviews the allocation policies and procedures and code of ethics of the Adviser.

All of the foregoing may reduce the number of investment opportunities available to us and may create conflicts of interest in allocating investment opportunities among us and the Affiliated Investment Accounts, including any proprietary accounts of Morgan Stanley.

Competition
Our primary competitors in providing financing to middle-market companies include public and private investment funds, other BDCs, commercial finance companies and, to the extent they provide an alternative form of financing, private equity, mezzanine and hedge funds, as well as issuers of collateralized loan obligations ("CLOs") and other structured loan funds, and to a lesser extent, commercial and investment banks. Some of our potential competitors may be more experienced and may have more resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. Our competitors have incurred, or may in the future incur, leverage to finance their debt investments at levels or on terms more favorable than those available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we do, which could allow them to consider a wider variety of investments and establish more relationships than us.
Among other factors, the returns on investments available in the marketplace are a function of the supply of investment opportunities and the amount of capital investing in such opportunities. Strong competition for investments, including from new competitors, could result in fewer investment opportunities and less favorable pricing for us, as our competitors target the same or similar investments that we intend to purchase. Moreover, identifying attractive investment opportunities is difficult and involves a high degree of uncertainty. For additional information concerning the competitive risks we face, see “Item 1A. Risk Factors — Risks Relating to Our Business and Structure — We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
Capital Resources and Borrowings
As a RIC, we intend to distribute substantially all of our net income to our stockholders. We anticipate generating cash from the issuance of shares and cash flows from operations, including interest received on our debt investments.
Additionally, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to our Common Stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. As of December 31, 2024 and December 31, 2023, our asset coverage ratio was 193.0% and 215.0%, respectively.
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While any indebtedness and senior securities remain outstanding, we must take provisions to prohibit any distribution to our stockholders (which may cause us to fail to distribute amounts necessary to avoid entity-level taxation under the Code), or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. In addition, we must also comply with positive and negative covenants customary for these types of facilities. See “Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources.
Share Repurchase Plan
On January 25, 2024, we entered into a share repurchase plan, or the Company 10b5-1 Plan, to acquire up to $100 million in the aggregate of our Common Stock at prices below our net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The Company 10b5-1 Plan was approved by the Board on September 11, 2023.
The Company 10b5-1 Plan requires Wells Fargo Securities, LLC, as our agent, to repurchase Common Stock on our behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by us to any previously announced net asset value per share, including any distributions declared). Under the Company 10b5-1 Plan, the volume of purchases is expected to increase as the price of our Common Stock declines, subject to volume restrictions. The timing and amount of any share repurchases depends on the terms and conditions of the Company 10b5-1 Plan, the market price of our Common Stock and trading volumes, and no assurance can be given that Common Stock will be repurchased in any particular amount or at all.
The repurchase of shares pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit repurchases under certain circumstances.
The Company 10b5-1 Plan commenced beginning 60 calendar days following the end of the “restricted period” under Regulation M and will terminate upon the earliest to occur of (i) 12-months from the commencement date of the Company 10b5-1 Plan , (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.
The “restricted period” under Regulation M ended upon the closing of the IPO and, therefore, the Common Stock repurchases/purchases described above began on March 26, 2024.

Dividend Reinvestment Plan

Effective as of January 26, 2024 and later amended on December 7, 2024, we adopted an “opt out” dividend reinvestment plan, or DRIP, that provides for reinvestment of dividends and other distributions on behalf of stockholders, unless a stockholder elects to receive cash as provided below. As a result, if the Board of Directors authorizes, and we declare, a cash dividend or other distribution, then the stockholders who have not “opted out” of the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash.

No action is required on the part of a registered stockholder to have their cash dividend or other distribution reinvested in shares of our Common Stock. A registered stockholder may elect to receive an entire distribution in cash by notifying the plan administrator and our transfer agent and registrar in writing so that such notice is received by the plan administrator no later than 10 days prior to the record date for distributions to stockholders. The plan administrator will set up an account for each stockholder to acquire shares of Common Stock in non-certificated form through the plan if such stockholders have elected to receive their distributions in shares of Common Stock. Those stockholders who hold shares of Common Stock through a broker or other financial intermediary may receive dividends and other distributions in cash by notifying their broker or other financial intermediary of their election.

The Board reserves the right, subject to the provisions of the 1940 Act, to either issue new shares of Common Stock or to make open market purchases of shares of Common Stock for the accounts of participants or a combination of each. The number of shares of Common Stock to be issued to a participant is determined by dividing the total dollar amount of the distribution payable to such stockholder by the market price per share of our Common Stock at the close of regular trading on The New York Stock Exchange on the date of such distribution and/or the price to be paid by us to acquire shares of Common Stock on The New York Stock Exchange pursuant to the DRIP, provided that in the event the market price per share on the date of such distribution exceeds the most recently computed net asset value per share, we will issue shares at the greater of the most recently computed net asset value per share or 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeds the most recently computed net asset value per share). The market price per share on that date will be the closing price for such shares on The New York Stock Exchange or, if no sale is reported for such day, at the average of their reported bid and asked prices. There will be no brokerage or other charges to stockholders who participate in the plan. The DRIP administrator’s fees under the plan will be paid by us.

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Stockholders who receive dividends and other distributions in the form of shares of Common Stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders who elect to receive their distributions in cash. However, since a participating stockholder’s cash dividends would be reinvested in shares of our Common Stock (net of applicable withholding tax in case of non-U.S. stockholders), such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends. A stockholder’s basis for determining gain or loss upon the sale of shares of Common Stock received in a dividend or other distribution from us will generally be equal to the cash that would have been received if the stockholder had received the distribution in cash. Any shares of Common Stock received in a dividend or other distribution will have a new holding period for tax purposes commencing on the day following the day on which such shares are credited to the U.S. holder’s account.

No fractional shares of Common Stock will be issued pursuant to the DRIP, and participants who would otherwise have been entitled to receive a fraction of a share of Common Stock pursuant to the DRIP will receive, in lieu thereof, cash in an amount equal to the difference between the distributions declared and payable to such participant and the value of the whole shares of common stock issued to such participant pursuant to the DRIP.

We may terminate the DRIP upon notice in writing to each participant at least 30 days prior to any record date for the payment of any distribution by us. Participants may terminate their accounts under the plan by notifying the plan administrator by submitting a letter of instruction terminating the participant’s account under the plan to the plan administrator. Such termination is effective immediately if the participant’s notice is received by the plan administrator no later than 10 days prior to the record date for an applicable distribution; otherwise, such termination shall be effective only with respect to any subsequent distributions. Upon termination, participants will receive the shares of common stock held under the plan.

Investment Advisory Agreement
We entered into an investment advisory agreement with our Adviser on November 25, 2019 (the “Original Investment Advisory Agreement”).
On January 24, 2024, in connection with our IPO, we entered into an amended and restated investment advisory agreement with our Adviser (the “Investment Advisory Agreement”). The Investment Advisory Agreement will continue from year to year if approved annually by a majority of our stockholders or a majority of our Board, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act, or the Independent Directors. The Investment Advisory Agreement was most recently re-approved in August 2024.
Pursuant to the Investment Advisory Agreement with our Adviser, we pay our Adviser a fee for investment advisory and management services consisting of two components—a base management fee and an incentive fee.
Base Management Fee
The base management fee is calculated at an annual rate of 1.0% of our average gross assets at the end of the two most recently completed calendar quarters, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents. The Adviser agreed to irrevocably waive any portion of the base management fee in excess of 0.75% of our average gross assets calculated in accordance with the Investment Advisory Agreement for the period from January 24, 2024 to January 24, 2025, or the Waiver Period. Waived base management fees are not subject to recoupment by the Adviser. For services rendered under the Investment Advisory Agreement, the base management fee is payable quarterly in arrears. Base management fees for any partial month or quarter will be appropriately pro-rated.
The Adviser and its affiliates, at their own expense and out of their own assets, may make payments to, or enter into arrangements with, financial intermediaries or other persons in consideration of services, arrangements, significant investments in shares of our Common Stock or other activities that the Adviser and its affiliates believe may, among other things, benefit our business, facilitate investment in our Common Stock or otherwise benefit our stockholders. Payments of the type described above are sometimes referred to as profit-sharing payments.
Incentive Fee
We also pay the Adviser an incentive fee consisting of two parts. The first part is determined and paid quarterly based on our pre-incentive fee net investment income, and is subject to an Incentive Fee Cap (as defined below) pursuant to the Investment Advisory Agreement, and the second part is determined and payable in arrears based on net capital gains as of the end of each calendar year or upon termination of the Investment Advisory Agreement. Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement, any interest expense and distributions paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
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Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with pay-in-kind (“PIK”) interest and zero coupon securities), accrued income that we have not yet received in cash. Our Adviser is not obligated to return to us the incentive fee it receives on PIK interest that is later determined to be uncollectible in cash.
Pursuant to the Investment Advisory Agreement, we pay our Adviser an incentive fee on our aggregate pre-incentive fee net investment income in respect of (1) for the quarter ending March 31, 2024 (the “First Calendar Quarter”), the First Calendar Quarter, and (2) commencing with the quarter ending June 30, 2024, the current calendar quarter and eleven preceding calendar quarters beginning with the calendar quarter commencing on April 1, 2024 (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commence on or after April 1, 2024) (in either case, the “Trailing Twelve Quarters”).
Pre-incentive fee net investment income in respect of the First Calendar Quarter will be compared to a hurdle rate equal to 1.5% (6.0% annualized), and, if pre-incentive fee net investment income for the First Calendar Quarter exceeds the hurdle rate, the incentive fee will be 100% of pre-incentive fee net investment income until our Adviser has received a “catch up” equal to 17.5%, plus 17.5% of pre-incentive fee net investment income above the catch up.
Commencing with the quarter ending June 30, 2024, pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Rate” equal to the product of (i) the hurdle rate of 1.5% per quarter (6% annualized) and (ii) the sum of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The incentive fee based on income for each calendar quarter will be determined as follows:

No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which our pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Rate;
100% of pre-incentive fee net investment income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.8182% in any calendar quarter (7.2728% annualized). We refer to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.8182%) as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 17.5% of our pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.8182% in any calendar quarter; and
17.5% of the pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds 1.8182% in any calendar quarter (7.2728% annualized), which reflects that once the hurdle rate is reached and the catch-up is achieved, 17.5% of the pre-incentive fee net investment income that exceeds the catch-up amounts is paid to the Adviser.

Commencing with the quarter ending June 30, 2024, each income incentive fee will be subject to an incentive fee cap (the “Incentive Fee Cap”) that in respect of any calendar quarter is an amount equal to 17.5% of the Cumulative Pre-Incentive Fee Net Return (as defined herein) during the Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. In the event the Incentive Fee Cap is zero or a negative value then no income incentive fee shall be payable and if the Incentive Fee Cap is less than the amount of incentive fee based on income that would otherwise be payable, the amount of incentive fee based on income shall be reduced to an amount equal to the Incentive Fee Cap.
“Cumulative Pre-Incentive Fee Net Return” (A) during the First Calendar Quarter, the sum of Pre-Incentive Fee Net Investment Income in the First Calendar Quarter and (B) during the relevant Trailing Twelve Quarters, the sum of (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters and (y) Adjusted Capital Returns (as defined below) in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, we shall pay no income incentive fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the incentive fee calculated as described above, we shall pay the Adviser the Income Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the incentive fee calculated as described above, we shall pay the Adviser the incentive fee in respect of such quarter. “Adjusted Capital Returns” in respect of a particular period means the sum of aggregate realized losses and aggregate realized capital gains in respect of such period.
For the Waiver Period, the Adviser irrevocably waived its right to receive each component of the income incentive fee in excess of amounts calculated as described above using (1) 15.0% instead of 17.5% and (2) a catch-up amount (as applicable) calculated using 1.7647% in place of 1.8182%. For periods in which the waiver described in this paragraph was in effect for less than a full quarter or calendar year, as applicable, the applicable incentive fee shall be calculated at a weighted rate during the applicable days in such period during the Waiver Period.
If market interest rates rise, we may be able to invest our funds in debt instruments that provide for a higher return, which would increase our pre-incentive fee net investment income and make it easier for the Adviser to surpass the hurdle rate and receive an incentive fee on such net investment income. PIK interest and original issue discount (“OID”) will also increase our pre-incentive fee
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net investment income and make it easier to surpass the hurdle rate. Our pre-incentive fee net investment income used to calculate this part of the incentive fee is also included in the amount of our total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts) used to calculate the base management fee.
The following is a graphical representative of the incentive fee calculation pursuant to the Investment Advisory Agreement:
Incentive Fee based on Income After the Waiver Period
Percentage of pre-incentive fee net income comprising the Incentive Fee based on Income
(expressed as an annualized rate of return on the value of net assets as of the beginning
of each of the quarters included in the Trailing Twelve Quarters)

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Under the Investment Advisory Agreement, we pay the Adviser an incentive fee on capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 17.5% of our realized capital gains, if any, on a cumulative basis from the date of our election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”). For the purpose of computing the incentive fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps as if we owned the reference assets directly. Therefore, realized gains and realized losses on the disposition of any reference assets, as well as unrealized depreciation on reference assets retained in the derivative financial instrument or swap, will be included on a cumulative basis in the calculation of the capital gains incentive fee.
For the Waiver Period, the Adviser irrevocably waived any capital gains incentive fee in excess of amounts calculated as described above using 15.0% instead of 17.5%. For periods in which the waiver described in this paragraph was in effect for less than a full quarter or calendar year, as applicable, the applicable incentive fee shall be calculated at a weighted rate during the applicable days in such period during the Waiver Period.
Our Board of Directors monitors the mix and performance of our investments over time and seeks to satisfy itself that the Adviser is acting in our interests and that our fee structure appropriately incentivizes the Adviser to do so.
Example 1: Income Related Portion of Incentive Fee under Amended and Restated Investment Advisory Agreement:

Alternative 1 — Three Quarters under Amended and Restated Investment Advisory Agreement in which Pre-Incentive Fee Net Investment Income Exceeds the Hurdle Amount and Catch-up Amount

Assumptions

Stable net asset value (NAV) of $1.8 billion across all quarters with 1.0x leverage

Hurdle rate(1) = 1.5%

Catch-up Amount = 100% of pre-incentive fee net investment income that is greater than the hurdle amount but less than 1.8182%

Pre-incentive fee net investment income for each quarter = 5.0% (*)

No Adjusted Capital Returns each quarter

Assumes no other quarters in the applicable relevant Trailing Twelve Quarters

Incentive fee for first quarter

Aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters = $45.0 million

Hurdle Amount = Q1 NAV × 1.5% = $1.8 billion × 0.015 = $27.0 million
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Excess Income Amount = pre-incentive fee net investment income during the relevant Trailing Twelve Quarters — Hurdle Amount = $45.0 million — $27.0 million = $18.0 million

Catch-up Fee Amount = 100% of pre-incentive fee net investment income that is greater than $27.0 million (the Hurdle Amount) but less than 1.8182% × Q1 NAV, or $32.728 million. This Catch-up Fee Amount equals $5.727 million

Post Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the Catch-up Amount = 0.175 × ($45.0 million — $32.7 million) = $2.148 million

Catch-up Fee Amount + Post Catch-up Fee Amount = income incentive fee payment = $7.875 million

Income incentive fee previously paid during the relevant Trailing Twelve Quarters = none

Incentive Fee Cap = 17.5% of Cumulative Net Return during the relevant Trailing Twelve Quarters

Cumulative Net Return = pre-incentive fee net investment income during the relevant Trailing Twelve Quarters — Net Adjusted Capital Returns in respect of the relevant Trailing Twelve Quarters

Therefore Incentive Fee Cap = 17.5% of Cumulative Net Return during the relevant Trailing Twelve Quarters is greater than the income incentive fee and the cap is not applied

Incentive fee for second quarter

Aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters = $45.0 million + $45.0 million = $90.0 million

Hurdle Amount = (Q1 NAV + Q2 NAV) × 1.5% = $3.6 billion × 0.015 = $54.0 million

Excess Income Amount = aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters (e.g., Q1 and Q2) — Hurdle Amount = $90.0 million — $54.0 million = $36.0 million

Catch-up Fee Amount = 100% of pre-incentive fee net investment income that is greater than $54.0 million (the Hurdle Amount) but less than 1.8182% × (Q1 NAV + Q2 NAV), or $65.5 million. This Catch-up Fee Amount equals $11.455 million

Post Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the Catch-up Amount = 0.175 × ($90.0 million — $65.5 million) = $4.295 million

Catch-up Fee Amount + Post Catch-up Fee Amount = income incentive fee payment = $15.750 million

$7.875 million income incentive fee previously paid during the Trailing Twelve Quarters

Total income incentive fee payment for Q2 = income incentive fee payment — amount previously paid = $7.875 million

Incentive Fee Cap = 17.5% of Cumulative Net Return during the relevant Trailing Twelve Quarters

Cumulative Net Return = aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters — Net Adjusted Capital Returns in respect of the relevant Trailing Twelve Quarters

Therefore Incentive Fee Cap = 17.5% of Cumulative Net Return during the relevant Trailing Twelve Quarters is greater than income incentive fee and the cap is not applied

Incentive fee for third quarter

Aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters = $45.0 million + $45.0 million + $45.0 million = $135.0 million

Hurdle Amount = (Q1 NAV + Q2 NAV + Q3 NAV) × 1.5% = $5.4 billion × 0.015 = $81.0 million

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Excess Income Amount = aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters (e.g., Q1, Q2 and Q3) — Hurdle Amount = $135.0 million — $81.0 million = $54.0 million

Catch-up Fee Amount = 100% of pre-incentive fee net investment income that is greater than $81.0 million (the Hurdle Amount) but less than 1.8182% × (Q1 NAV + Q2 NAV + Q3 NAV), or $98.2 million. This Catch-up Fee Amount equals $17.183 million

Post Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the Catch-up Amount = 0.175 × ($135.0 million — $98.2 million) = $6.443 million

Catch-up Fee Amount + Post Catch-up Fee Amount = income incentive fee payment = $23.625 million

$15.750 million income incentive fee previously paid during the Trailing Twelve Quarters

Total income incentive fee payment for Q3 = income incentive fee payment — amount previously paid = $7.875 million

Incentive Fee Cap = 17.5% of Cumulative Net Return during the relevant Trailing Twelve Quarters

Cumulative Net Return = aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters — Net Adjusted Capital Returns in respect of the relevant Trailing Twelve Quarters

Therefore Incentive Fee Cap = 17.5% of Cumulative Net Return during the relevant Trailing Twelve Quarters is greater than the income incentive fee and the cap is not applied

Alternative 2 — Three Quarters under Amended and Restated Investment Advisory Agreement, in which Pre-Incentive Fee Net Investment Income does not meet the Hurdle Amount for one Quarter

Assumptions

Stable NAV of $1.8 billion across all quarters with 1.0x leverage

Hurdle rate(1) = 1.5%

Catch-up Amount = 100% of pre-incentive fee net investment income that is greater than the hurdle amount but less than 1.8182%

Pre-incentive fee net investment income for Q1 = 5.0% (*)

Pre-incentive fee net investment income for Q2 = 3.0% (*)

Pre-incentive fee net investment income for Q3 = 0.0% (*)

No Adjusted Capital Returns each quarter

Assumes no other quarters in the applicable relevant Trailing Twelve Quarters

Incentive fee for first quarter

Aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters = $45.0 million

Hurdle Amount = Q1 NAV × 1.5% = $1.8 billion × 0.015 = $27.0 million

Excess Income Amount = pre-incentive fee net investment income during the relevant Trailing Twelve Quarters — Hurdle Amount = $45.0 million — $27.0 million = $18.0 million

Catch-up Fee Amount = 100% of pre-incentive fee net investment income that is greater than $27.0 million (the Hurdle Amount) but less than 1.8182% × Q1 NAV, or $32.7 million. This Catch-up Fee Amount equals $5.727 million

Post Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the Catch-up Amount = 0.175 × ($45.0 million — $32.7 million) = $2.148 million

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Catch-up Fee Amount + Post Catch-up Fee Amount = income incentive fee payment = $7.875 million

No income incentive fee previously paid during the relevant Trailing Twelve Quarters

Incentive Fee Cap = 17.5% of Cumulative Net Return during the relevant Trailing Twelve Quarters

Cumulative Net Return = pre-incentive fee net investment income during the relevant Trailing Twelve Quarters — Net Adjust Capital Returns in respect of the relevant Trailing Twelve Quarters

Therefore Incentive Fee Cap = 17.5% of Cumulative Net Return during the relevant Trailing Twelve Quarters is greater than the income incentive fee and the cap is not applied

Incentive fee for second quarter

Aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters = $45.0 million + $27.0 million = $72.0 million

Hurdle Amount = (Q1 NAV + Q2 NAV) × 1.5% = $3.6 billion × 0.015 = $54.0 million

Excess Income Amount = (aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters (e.g., Q1 and Q2)) — Hurdle Amount — $72.0 million — $54.0 million = $18.0 million

Catch-up Fee Amount = 100% of pre-incentive fee net investment income that is greater than $54.0 million (the Hurdle Amount) but less than 1.8182% × (Q1 NAV + Q2 NAV), or $65.5 million. This Catch-up Fee Amount equals $65.5 million — $54.0 million, or $11.455 million

Post Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the Catch-up Amount = 0.175 × ($72.0 million — $65.5 million) = $1.145 million

Catch-up Fee Amount + Post Catch-up Fee Amount = income incentive fee payment = $12.600 million

$7.875 million income incentive fee previously paid during the relevant Trailing Twelve Quarters

Total income incentive fee payment for Q2 = income incentive fee payment — amount previously paid = $4.725 million

Incentive Fee Cap = 17.5% of Cumulative Net Return during the relevant Trailing Twelve Quarters

Cumulative Net Return = pre-incentive fee net investment income during the relevant Trailing Twelve Quarters — Net Adjusted Capital Returns in respect of the relevant Trailing Twelve Quarters

Therefore Incentive Fee Cap = 17.5% of Cumulative Net Return during the relevant Trailing Twelve Quarters is greater than the income incentive fee and the cap is not applied

Incentive fee for third quarter

Aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters = $45.0 million + $27.0 million + $0.0 million = $72.0 million

Hurdle Amount = Q1 NAV + Q2 NAV + Q3 NAV × 1.5% = $5.4 billion × 0.015 = $81.0 million

Catch-up Amount = 100% of pre-incentive fee net investment income that is greater than the hurdle amount but less than 1.8182%

Aggregate pre-incentive fee net investment income < Hurdle Amount. Therefore, no income incentive fee is payable for the quarter

Alternative 3 — Three Quarters under Amended and Restated Investment Advisory Agreement in which Pre-Incentive Fee Net Investment Income Exceeds the Hurdle Rate with Net Capital Losses

Assumptions
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Stable net asset value (NAV) of $1.8 billion across all quarters with 1.0x leverage

Hurdle rate(1) = 1.5%

Catch-up Amount = 100% of pre-incentive fee net investment income that is greater than the hurdle amount but less than 1.8182%

Pre-incentive fee net investment income for each quarter = 5.0% (*)

Net Realized losses of 0.25% of NAV each in Q1, Q2 and Q3

Assumes no other quarters in the applicable relevant Trailing Twelve Quarters

Incentive fee for first quarter

Aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters = $45.0 million

Hurdle Amount = Q1 NAV × 1.5% = $1.8 billion × 0.015 = $27.0 million

Excess Income Amount = pre-incentive fee net investment income during the relevant Trailing Twelve Quarters — Hurdle Amount = $45.0 million — $27.0 million = $18.0 million

Catch-up Fee Amount = 100% of pre-incentive fee net investment income that is greater than $27.0 million (the Hurdle Amount) but less than 1.8182% × Q1 NAV, or $32.7 million. This Catch-up Fee Amount equals $5.727 million

Post Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the Catch-up Amount = 0.175 × ($45.0 million — $32.7 million) = $2.148 million

Catch-up Fee Amount + Post Catch-up Fee Amount = income incentive fee payment = $7.875 million

Incentive Fee Cap = 17.5% of Cumulative Net Return during the Trailing Twelve Quarters

Cumulative Net Return = aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters — Net Adjusted Capital Returns during the relevant Trailing Twelve Quarters

Adjusted Capital Returns (losses) = $9.0 million

Cumulative Net Return = $45.0 million — $9.0 million = $36.0 million

Therefore Incentive Fee Cap = 17.5% × $36.0 million = $6.300 million. Since the Incentive Fee Cap ($6.300 million) is less than the income incentive fee ($7.875 million), the Incentive Fee Cap is applied and a $6.300 million income incentive fee is paid for the quarter

Incentive fee for second quarter

Aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters = $45.0 million + $45.0 million = $90.0 million

Hurdle Amount = (Q1 NAV + Q2 NAV) × 1.5% = $3.6 billion × 0.015 = $54.0 million

Excess Income Amount = aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters (e.g., Q1 and Q2) — Hurdle Amount = $90.0 million — $54.0 million = $36.0 million

Catch-up Fee Amount = 100% of pre-incentive fee net investment income that is greater than $54.0 million (the Hurdle Amount) but less than 1.8182% × (Q1 NAV + Q2 NAV), or $65.5 million. This Catch-up Fee Amount equals $11.455 million

Post Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the Catch-up Amount = 0.175 × ($90.0 million — $65.5 million) = $4.295 million

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Catch-up Fee Amount + Post Catch-up Fee Amount = income incentive fee payment = $15.750 million

Total income incentive fee for Q2 = Catch-up Fee Amount + Post Catch-up Fee Amount — Q1 income incentive fee = $7.875 million

Incentive Fee Cap = 17.5% of Cumulative Net Return for the Trailing Twelve Quarters — income incentive fees previously paid for the Trailing Twelve Quarters

Cumulative Net Return = aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters — Net Adjusted Capital Returns in respect of the Trailing Twelve Quarters

Net Adjusted Capital Returns (losses) = $18.0 million Cumulative Net Return = $90.0 million — $18.0 million = $72.0 million

Therefore Incentive Fee Cap = (17.5% × $72.0 million) — $6.300 million = $6.300 million. Since the Incentive Fee Cap ($6.300 million) is less than the income incentive fee ($7.875 million), the Incentive Fee Cap is applied and a $6.300 million income incentive fee is paid for the quarter

Incentive fee for third quarter

Aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters = $45.0 million + $45.0 million + $45.0 million = $135.0 million

Hurdle Amount = (Q1 NAV + Q2 NAV + Q3 NAV) × 1.5% = $5.4 billion × 0.015 = $81.0 million

Excess Income Amount = aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters (e.g., Q1, Q2 and Q3) — Hurdle Amount = $135.0 million — $81.0 million = $54.0 million

Catch-up Fee Amount = 100% of pre-incentive fee net investment income that is greater than $81.0 million (the Hurdle Amount) but less than 1.8182% × (Q1 NAV + Q2 NAV + Q3 NAV), or $98.2 million. This Catch-up Fee Amount equals $17.183 million

Post Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the Catch-up Amount = 0.175 × ($135.0 million — $98.2 million) = $6.443 million

Catch-up Fee Amount + Post Catch-up Fee Amount = income incentive fee payment = $23.626 million

Total income incentive fee for Q3 = Catch-up Fee Amount + Post Catch-up Fee Amount — Q1 income incentive fee — Q1 income incentive fee = $7.875 million

Incentive Fee Cap = 17.5% of Cumulative Net Return for the Trailing Twelve Quarters — income incentive fees previously paid for the Trailing Twelve Quarters

Cumulative Net Return = aggregate pre-incentive fee net investment income during the relevant Trailing Twelve Quarters — Net Capital Loss in respect of the Trailing Twelve Quarters

Net Capital Loss = $27.0 million

Cumulative Net Return = $135.0 million — $27.0 million = $108.0 million

Therefore Incentive Fee Cap = (17.5% × $108.0 million) — $12.600 million previously paid during the Trailing Twelve Quarters = $6.300 million. Since the Incentive Fee Cap ($6.3 million) is less than the income incentive fee ($7.875 million), the Incentive Fee Cap is applied and a $6.300 million income incentive fee is paid for the quarter

(1) Represents 6.0% annualized hurdle rate
* Hypothetical Pre incentive fee net investment income is comprised of investment income net of cost of debt, management fees, other expenses and before incentive fees
** Amount included in above example are rounded to the nearest 3 decimals in millions, where applicable
Administration Agreement
We entered into the Administration Agreement with our Administrator, who provides us with office space, office services and equipment. Under the Administration Agreement, our Administrator also performs, or oversees the performance of, our required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations,
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technology, internal audit and investor relations, and being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, our Administrator assists us in determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, our internal control assessment under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by our Board of Directors, which most recently approved the renewal of the Administration Agreement in August 2024.
Payments under the Administration Agreement are equal to an amount that reimburses our Administrator for its costs and expenses and our allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the compensation paid to our Chief Compliance Officer and Chief Financial Officer. Our Board of Directors, including our Independent Directors, reviews the allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement to determine whether such expenses are reasonable and reviews the methodology employed in determining how the expenses are allocated among us and the other MS BDCs. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. Additionally, we ultimately bear the costs of any sub-administration agreements that our Administrator enters into.
Our Administrator reserves the right to waive all or part of any reimbursements due from us at its sole discretion.
The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, our Administrator and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it will be 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 our Administrator’s services under the Administration Agreement or otherwise as an administrator for us, subject to the provisions of the 1940 Act.
In addition, our Administrator has, pursuant to a sub-administration agreement, engaged State Street Bank and Trust Company (State Street), to act on behalf of our Administrator in the performance of certain other administrative services for us. We have also engaged State Street directly to serve as our custodian, transfer agent, distribution paying agent and registrar.
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” of this report and other reports and documents we file with the SEC.
Risks Relating to Our Business and Structure
Operating as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility.
We are subject to risks associated with the current interest rate environment and to the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income.
We depend upon our Adviser and Administrator for our success and upon their access to the investment professionals and partners of Morgan Stanley and its affiliates.
Our business model depends to a significant extent upon strong referral relationships with private equity sponsors.
We may not replicate the historical results achieved by other entities advised by or sponsored by members of the Investment Committee or by the Adviser or its affiliates.
The Adviser may frequently be required to make investment analyses and decisions on an expedited basis.
There are significant potential conflicts of interest that could affect our investment returns.
Our management fee and incentive fee structure may create incentives for the Adviser that are not fully aligned with the interests of our stockholders and may induce the Adviser to make speculative investments.
Our ability to enter into transactions with our affiliates is restricted.
We operate in a highly competitive market for investment opportunities.
We will be subject to corporate-level income tax if we are unable to qualify as a RIC.
We will need to raise additional capital to grow because we must distribute most of our income.
Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.
We are subject to risks associated with our Credit Facilities.
We expose ourselves to risks when we engage in hedging transactions.
Failure to qualify as a BDC would decrease our operating flexibility.
Certain investors are limited in their ability to make significant investments in us
The majority of our portfolio investments are recorded at fair value as determined in good faith by our Valuation Designee, and, as a result, there may be uncertainty as to the value of our portfolio investments.
Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, and we may temporarily deviate from our regular investment strategy.
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The Adviser and Administrator can each resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time.
The liability of each of the Adviser and the Administrator is limited.

Risks Relating to Our Investments
Limitations of investment due diligence expose us to investment risk.
Our debt investments may be risky, and we could lose all or part of our investments.
Defaults by our portfolio companies will harm our operating results.
Economic recessions or downturns could impair our portfolio companies and defaults by our portfolio companies will harm our operating results.
Subordinated liens on collateral securing debt investments that we will make to our portfolio companies may be subject to control by senior creditors with first priority liens.
Covenant-lite loans may expose us to different risks.
The lack of liquidity in our investments may adversely affect our business.
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.
Our portfolio companies may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected yields.
Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
Because we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies.
We can offer no assurance that portfolio company management will be able to operate their companies in accordance with our expectations.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
Risks Relating to Our Common Stock
The market price of our Common Stock may be volatile and may fluctuate significantly.
There is a risk you may not receive distributions.
Investing in our Common Stock may involve an above average degree of risk.
We have not established any limit on the amount of funds we may use from available sources to fund dividends.
Risks Relating to the Notes
The Company’s 4.50% notes due 2027, or the 2027 Notes, and the Company’s 7.55% Series A Senior Notes due September 13, 2025, or the 2025 Notes and, the Company's 6.15% notes due 2029, or the 2029 Notes, together, the Notes, are unsecured and therefore are effectively subordinated to any secured indebtedness we may incur. Additionally, the Notes are not guaranteed by Morgan Stanley.
The Notes are subordinated structurally to the indebtedness and other liabilities of our subsidiaries.
A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Notes, if any, could cause the liquidity or market value of the Notes to decline significantly.
An increase in market interest rates could result in a decrease in the value of the Notes.
General Risk Factors
We are operating in a period of capital markets volatility and economic uncertainty.
New or modified laws or regulations governing our or Morgan Stanley’s operations may adversely affect our business.
We are highly dependent on information systems, and systems failures could significantly disrupt our business.
Terrorist attacks, acts of war, natural disasters, outbreaks, or pandemics, may impact our portfolio companies and our Adviser and harm our business, operating results, and financial condition.
Regulation
On November 25, 2019, we elected to be regulated as a BDC under the 1940 Act. A BDC is a specialized investment vehicle that elects to be regulated under the 1940 Act as an investment company but is generally subject to less onerous requirements than other registered investment companies under a regime designed to encourage lending to U.S. based small and mid-sized businesses. Unlike many similar types of investment vehicles that are restricted to being private entities, the stock of a BDC is permitted to trade in the public equity markets. On January 26, 2024, we closed our IPO issuing 5,000,000 shares of our Common Stock at a public offering price of $20.67 per share. Our Common Stock began trading on the NYSE under the symbol “MSDL” on January 24, 2024. BDCs are also eligible to elect to be treated as a RIC under Subchapter M of the Code. A RIC typically does not incur significant entity-level income taxes, because it is generally entitled to deduct distributions made to its stockholders. We have elected to be treated and intend to qualify annually as a RIC. See “Certain Material U.S. Federal Income Tax Considerations.”
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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 proposed business are 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 either of the following:
i)does not have any class of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject to a $250 million market capitalization maximum; or
ii)is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result, the BDC has an affiliated person who is a director of the eligible portfolio company.
2)Securities of any eligible portfolio company which we control.
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 we already own 60% 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.
We deem certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. We primarily make investments in securities described in paragraphs 1 through 3 of Section 55(a) of the 1940 Act. From time to time, including at or near the end of each fiscal quarter, we may consider using various temporary investment strategies for our business, including taking proactive steps by utilizing cash equivalents as temporary assets with the objective of enhancing our investment flexibility pursuant to Section 55 of the 1940 Act. More specifically, from time-to-time we may draw down our credit facilities, as deemed appropriate, and repay such borrowings subsequent to quarter end. We may also purchase U.S. Treasury bills or other high-quality, short-term debt securities at or near the end of the quarter and typically close out the position on a net cash basis subsequent to quarter end.
Managerial Assistance to Portfolio Companies
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. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance. However, when a BDC purchases securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, 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 Investment Advisory Agreement excludes the amount of these transactions or such cash drawn for this purpose from total assets for purposes of computing the base management fee.
Temporary Investments
Pending investment in other types of “qualifying assets,” as described above, 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, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets.
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Senior Securities
As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to shares of our Common Stock if our asset coverage, as defined in the 1940 Act, is at least equal to the percentage set forth in Section 61 of the 1940 Act that is applicable to us at such time. On December 16, 2019, our sole stockholder approved the application of the reduced asset coverage requirements in Section 61(a)(2) to us, effective as of December 17, 2019. As a result of stockholder approval, effective December 17, 2019, the asset coverage ratio under the 1940 Act applicable to us decreased to 150% from 200%, so long as we meet certain disclosure requirements, which means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities as compared to $100 from borrowing and issuing senior securities for every $100 of net assets under 200% asset coverage. In addition, while any senior securities remain outstanding, we will be required to make provisions to prohibit any dividend distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We are also permitted to borrow amounts up to 5% of the value of our total assets for temporary purposes without regard to asset coverage, which borrowings would not be considered senior securities, provided that any such borrowings in excess of 5% of the value of our total assets would be subject to the asset coverage ratio requirements of the 1940 Act, even if for temporary purposes. Regulations governing our operations as a BDC will affect our ability to raise, and the method of raising, additional capital, which may expose us to risks. We comply with the provisions of Section 61 of the 1940 Act governing capital structure and leverage on an aggregate basis with our wholly-owned, consolidated subsidiaries.
Code of Ethics
We and our Adviser have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the 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 codes of ethics’ requirements. Our codes of ethics is available on our website at www.msdl.com. The code of ethics of the Adviser is available on the SEC's website at www.sec.gov and you may obtain copies of the code of ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.
Proxy Voting Policies and Procedures
We have delegated our proxy voting responsibility to our Adviser. A summary of the Proxy Voting Policies and Procedures of our Adviser are set forth below. These policies and procedures are reviewed periodically by our Adviser and our Independent Directors, and, accordingly, are subject to change.
An investment adviser registered under the Investment Advisers Act of 1940, as amended, or the Advisers Act, has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, we and the Adviser recognize that the Adviser must vote our securities in a timely manner free of conflicts of interest and in our best interests and the best interests of our stockholders.
These policies and procedures for voting proxies are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.
The Adviser votes proxies relating to our portfolio securities in what it believes to be the best interest of our stockholders. To ensure that our vote is not the product of a conflict of interest, the Adviser requires that: (1) anyone involved in the decision making process disclose to our 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 (2) employees involved in the decision making process or vote administration are prohibited from revealing how the Adviser intends to vote on a proposal in order to reduce any attempted influence from interested parties.
A copy of the Adviser’s policies and procedures with respect to the voting of proxies relating to our portfolio securities is available without charge, upon request. Stockholders may obtain information regarding how the Adviser voted proxies by making a written request for proxy voting information to: Morgan Stanley Direct Lending Fund c/o Morgan Stanley 1585 Broadway, New York, NY 10036 Attn: Chief Compliance Officer.
Privacy Principles
The Adviser has established policies with respect to nonpublic personal information provided to it with respect to individuals who are investors in us, which policies also apply to the Administrator. We have adopted the privacy policies of the Adviser as applicable to us.
We and the Adviser each recognize the importance of maintaining the privacy of any nonpublic personal information received with respect to each investor. In the course of providing management services to us, the Adviser collects nonpublic personal information about investors from the Subscription Agreements and the certificates and exhibits thereto that each investor submits. We and the Adviser may also collect nonpublic personal information about each investor from conversations and correspondence between each investor and us or the Adviser, both prior to and during the course of each investor’s investment in us.
We and the Adviser each treat all of the nonpublic personal information we receive with respect to each investor as confidential. We and the Adviser restrict access to such information to those employees, affiliates and agents who need to know the information in
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order for us and the Adviser to determine whether each investor meets the regulatory requirements for an investment in us and, in the case of the Adviser, to provide ongoing management services to us. The Adviser maintains physical, electronic, and procedural safeguards to comply with U.S. federal standards to guard each investor’s nonpublic personal information.
The Adviser does not disclose any nonpublic personal information about any investor to any third parties, other than the Adviser’s agents, representatives and/or affiliates, or as permitted or required by law. Among other things, the law permits the Adviser to disclose such information for purposes of making investments on our behalf, complying with anti-money laundering laws, preparing tax returns and reports for each investor and determining whether each investor meets the regulatory requirements for investing in us. The privacy policy is available on our website at www.msdl.com.
Other
We are prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our Independent Directors and, in some cases, prior approval by the SEC. We and our wholly-owned, consolidated subsidiaries comply with the provisions of the 1940 Act related to affiliated transactions and custody (Section 17 as modified by Section 57).
We will be periodically examined by the SEC for compliance with the 1940 Act.
We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting 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.
We and our Adviser are each required to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and designate a chief compliance officer to be responsible for administering the policies and procedures.
Sarbanes-Oxley Act
The Sarbanes-Oxley Act imposes a variety of regulatory requirements on companies with a class of securities registered under the Exchange Act and their insiders. Many of these requirements affect us. For example:
pursuant to Rule 13a-14 under the Exchange Act our principal executive officer and principal financial officer must certify the accuracy of the financial statements contained in our periodic reports;
pursuant to Item 307 under Regulation S-K under the Securities Act our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;

pursuant to Rule 13a-15 under the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control over financial reporting, which is required to be audited by our independent registered public accounting firm; and
pursuant to Item 308 of Regulation S-K under the Securities Act and Rule 13a-15 under the Exchange Act, our periodic reports must 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 their 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 under such act. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we comply with that act in the future.
Bank Holding Company Act
As a bank holding company (“BHC”) that has elected Financial Holding Company, or FHC, status under the Bank Holding Company Act of 1956, as amended (the “BHCA”), Morgan Stanley and its affiliates are subject to comprehensive, consolidated supervision and regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Because a Morgan Stanley affiliate is acting as our Adviser and Morgan Stanley has a 5% or greater voting investment in us, we are subject to the certain federal banking and financial requirements, including the BHCA, regulations of the Federal Reserve, and certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act.
Because we are controlled by Morgan Stanley for purposes of the BHCA, we must generally comply with the investment and activity restrictions applicable to Morgan Stanley under the BHCA. Such restrictions may place certain limitations on our ability to engage in activities or make investments in companies. For instance, the BHCA permits a BHC as well as any non-bank affiliate of such BHC, to make investment representing less than 5% of any class of voting shares of another company so long as that investment is otherwise non-controlling under the BHCA. The BHCA also permits well-capitalized, well-managed BHCs that have elected to be treated as an FHC to engage in expanded “financial in nature” activities without prior approval of the Federal Reserve. Such financial in nature
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activities include bona fide merchant banking activities, so long as (i) the FHC holds its merchant banking investments only for a period of time sufficient to enable the sale or disposition thereof on a reasonable basis (generally no more than 10 years) and (ii) the FHC does not routinely manage or operate the companies in which it invests except as necessary or required to obtain a reasonable return on its investment. The BHCA does not, however, require Morgan Stanley to financially support us.
The BHCA generally prohibits BHCs, such as Morgan Stanley, and its subsidiaries from acquiring more than de minimis equity interests in non-financial companies unless certain exemptions apply. Further, under the BHCA, eligible FHCs and their subsidiaries have authority to engage in a broader range of investments and activities than BHCs that are not FHCs.
A significant focus of the regulatory framework that applies to Morgan Stanley is to ensure that Morgan Stanley and its subsidiaries operate in a safe and sound manner, with sufficient capital, earnings and liquidity to allow Morgan Stanley to serve as a source of financial and managerial strength to Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association, or the Banks. These Banks must remain well capitalized and well managed if Morgan Stanley is to maintain its FHC status and continue to engage in the widest range of permissible financial activities. In addition, the general exercise by the Federal Reserve of its regulatory, supervisory and enforcement authority with respect to Morgan Stanley and certain provisions of Dodd-Frank could result in the need for Morgan Stanley to change its business practices or the scope of its current lines of business, including certain limited divestitures. Although such changes could have an impact on and consequences for Morgan Stanley and the Adviser, any limited divestiture should not directly involve the Adviser.
Dodd-Frank and Volcker Rule Disclosure
Section 619 of Dodd-Frank, commonly known as the “Volcker Rule,” and regulations to implement the Volcker Rule issued by the U.S. federal financial regulators in December 2013, referred to as the Implementing Regulations, generally restrict any “banking entity” (which includes Morgan Stanley and most affiliates of Morgan Stanley) from engaging in “proprietary trading” as well as from acquiring or retaining any “ownership interest” in a “covered fund”, in each case unless the investment or activity is conducted in accordance with an exclusion or exemption. The Volcker Rule also generally prohibits certain transactions between a banking entity and any of its affiliates, on the one hand, and a covered fund for which the banking entity or any of its affiliates serves, directly or indirectly, as the investment manager, investment adviser, or that the banking entity or any of its affiliates sponsors in connection with organizing and offering that fund (or with any other covered fund that is controlled by such fund, on the other hand. The term “covered fund” includes, among others, hedge funds and private-equity funds that are privately offered in the United States and that rely on Sections 3(c)(1) or 3(c)(7) of the 1940 Act to avoid being treated as “investment companies” under the 1940 Act.

The Volcker Rule and the Implementing Regulations impose a number of restrictions on Morgan Stanley and its affiliates that affect us and the Adviser. As a BDC, we are not considered to be a covered fund. As a result, Morgan Stanley and its subsidiaries investments in us would not be subject to the Volcker Rule restrictions on investments in covered funds, but we would during that time be considered a banking entity subject to restrictions on proprietary trading to the extent we are “controlled” by Morgan Stanley or its affiliates. Generally, we will be deemed to be controlled for these purposes for so long as entities affiliated with Morgan Stanley own 5% or more of our outstanding voting securities. Because a Morgan Stanley affiliate is acting as our Adviser and Morgan Stanley has a 5% or greater voting investment in us Morgan Stanley and its subsidiaries would be deemed to control us for purposes of the Volcker Rule. For so long as we are deemed a banking entity under the Volcker Rule and the Implementing Regulations, our operations may be restricted, although, given the anticipated nature of the investments we make and intend to make, we do not anticipate that these restrictions, for so long as they apply, would impose material limitations on our operations, but can provide no assurances that they would not. Furthermore, we can offer no assurances that the rules and regulations enacted under the Volcker Rule, the BHCA and other statutes will not change in a future in a manner that would limit our operations and investments.
It is not certain how all aspects of the Volcker Rule will be interpreted and applied, or what the impact of the Volcker Rule will have on us. In addition, the restrictions and limitation on Morgan Stanley and us may change in the future as the Federal Reserve and other agencies consider whether and how to revise and apply the Volcker Rule. We believe that we may perform our activities and services without violation of applicable U.S. banking laws and regulations. However, it is possible that future changes or clarifications in the BHCA and Volcker Rule, as well as judicial or administrative decisions or interpretations of present of future laws or regulations, could restrict (or possibly prevent) our ability to continue to conduct our operations as currently contemplated. In such event, we, the Adviser and/or Morgan Stanley may agree to make certain amendments or changes to the extent necessary to permit the Adviser to continue to provide services to us, while enabling us to continue to achieve our purposes and objectives.
Exclusion of the Adviser from Commodity Pool Operator Definition
Engaging in commodity interest transactions such as swap transactions or futures contracts for us may cause the Adviser to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related Commodity Futures Trading Commission (the “CFTC”) regulations. On January 24, 2020, the Adviser claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of us (the “Exclusion”) and, therefore, the Adviser is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of us. The Adviser intends to affirm the Exclusion on an annual basis, which current annual affirmation was filed by the Adviser on February 24, 2025.
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Reporting Obligations and Available Information
We make available, free of charge, on our website our annual reports containing audited financial statements, quarterly reports, and other periodic reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our internet address is www.msdl.com. We are required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the Exchange Act.
The SEC also maintains a website that contains annual reports, quarterly reports, current reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us, which can be accessed at www.sec.gov.
Certain Material U.S. Federal Income Tax Considerations
The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in shares of our Common Stock. This summary does not purport to be a complete description of the income tax considerations applicable to such an investment. For example, we have not described certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including stockholders subject to the alternative minimum tax (the “AMT”), tax-exempt organizations, insurance companies, dealers in securities, traders in securities that elect to mark-to-market their securities holdings, pension plans and trusts, persons that have a functional currency (as defined in Section 985 of the Code) other than the U.S. dollar and financial institutions. This summary assumes that investors hold shares of our Common Stock as capital assets (within the meaning of Section 1221 of the Code). The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as of the date of the filing of this report and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the Internal Revenue Service (the “IRS”), regarding any offering of our securities. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets. For purposes of this discussion, references to “dividends” are to dividends within the meaning of the U.S. federal income tax laws and associated regulations and may include amounts subject to treatment as a return of capital under section 19(a) of the 1940 Act.
A “U.S. stockholder” is a beneficial owner of shares of our Common Stock that is for U.S. federal income tax purposes:
a citizen or individual resident of the United States;
a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
a trust if either a U.S. court can exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or the trust was in existence on August 20, 1996, was treated as a U.S. person prior to that date, and has made a valid election to be treated as a U.S. person.
A “non-U.S. stockholder” is a beneficial owner of shares of our Common Stock that is not a U.S. stockholder.
If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds shares of Common Stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective investor that is a partner in a partnership that will hold shares of Common Stock should consult its tax advisors with respect to the purchase, ownership and disposition of shares of Common Stock.
Tax matters are very complicated and the tax consequences to an investor of an investment in shares of our Common Stock will depend on the facts of his, her or its particular situation. We encourage investors to consult their own tax advisors regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of U.S. federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty, and the effect of any possible changes in the tax laws.
Election to Be Taxed as a RIC
We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, we must distribute to our stockholders, for each taxable year, dividends of an amount at least equal to 90% of our investment company taxable income (“ICTI”), as defined by the Code, which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for dividends paid (the “Annual Distribution Requirement”). Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute to our stockholders in respect of each calendar year dividends of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of the excess (if any) of our realized capital gains over our realized capital losses, or capital gain net income (adjusted for certain ordinary losses), generally for the one-year period ending on October 31 of the calendar year and (3) the sum of
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any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax (the “Excise Tax Avoidance Requirement”).
Taxation as a RIC
If we:
qualify as a RIC; and
satisfy the Annual Distribution Requirement;
then we will not be subject to U.S. federal income tax on the portion of our ICTI and net capital gain, defined as net long-term capital gains in excess of net short-term capital losses, we distribute to stockholders. As a RIC, we will be subject to U.S. federal income tax at regular corporate rates on any net income or net capital gain not distributed as dividends to our stockholders.
In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:
qualify to be regulated as a BDC under the 1940 Act at all times during each taxable year;
derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities, or other income derived with respect to our business of investing in such stock or securities, and net income derived from interests in “qualified publicly traded partnerships” (partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends and other permitted RIC income) (the “90% Income Test”); and
diversify our holdings so that at the end of each quarter of the taxable year:
at least 50% 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% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and
no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer or of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or in the securities of one or more qualified publicly traded partnerships.
We may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local or foreign income, franchise or other tax liabilities.
In addition, as a RIC we are subject to ordinary income and capital gain distribution requirements under the Excise Tax Avoidance Requirement. If we do not meet the required distributions under the Excise Tax Avoidance Requirement, we will be subject to a 4% nondeductible federal excise tax on the undistributed amount. The failure to meet the Excise Tax Avoidance Requirement will not cause us to lose our RIC status. Although we currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Avoidance Requirement, under certain circumstances, we may choose to retain taxable income or capital gains in excess of current year distributions into the next tax year in an amount less than what would trigger payments of federal income tax under Subchapter M of the Code. We may then be required to pay a 4% excise tax on such income or capital gains.
A RIC is limited in its ability to deduct expenses in excess of its ICTI. If our deductible expenses in a given taxable year exceed our ICTI, we may incur a net operating loss for that taxable year. However, a RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass through to its stockholders. In addition, deductible expenses can be used only to offset ICTI, not net capital gain. A RIC may not use any net capital losses (that is, the excess of realized capital losses over realized capital gains) to offset its ICTI, but may carry forward such net capital losses, and use them to offset future capital gains, indefinitely. Due to these limits on deductibility of expenses and net capital losses, we may for tax purposes have aggregate taxable income for several taxable years that we are required to distribute and that is taxable to our stockholders even if such taxable income is greater than the net income we actually earn during those taxable years.
Any underwriting fees paid by us are not deductible. We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments with PIK interest or, in certain cases, with increasing interest rates or issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID accrued will be included in our ICTI for the taxable year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount. Furthermore, a portfolio company in which we hold equity or debt instruments may face financial difficulty that requires us to work out, modify, or otherwise restructure such equity or debt instruments. Any such restructuring could, depending upon the terms of the restructuring, cause us to incur unusable or nondeductible losses or recognize future non-cash taxable income.
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Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (2) treat dividends that would otherwise be eligible for the corporate dividends-received deduction as ineligible for such treatment, (3) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (4) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (5) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (6) cause us to recognize income or gain without a corresponding receipt of cash, (7) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (8) adversely alter the characterization of certain complex financial transactions and (9) produce income that will not be qualifying income for purposes of the 90% Income Test. We intend to monitor our transactions and may make certain tax elections to mitigate the effect of these provisions and prevent our ability to be subject to tax as a RIC.
Gain or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant or security.
A portfolio company in which we invest may face financial difficulties that require us to work-out, modify or otherwise restructure its investment in the portfolio company. Any such transaction could, depending upon the specific terms of the transaction, result in unusable capital losses and future non-cash income. Any such transaction could also result in our receiving assets that give rise to income that is not qualifying income for purposes of the 90% Income Test.
Our investment in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes. In that case, our yield on those securities would be decreased. stockholders generally will not be entitled to claim a U.S. foreign tax credit or deduction with respect to non-U.S. taxes paid by the Company.
Although we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we are 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 “Item 1. Business—Regulation as a Business Development Company—Senior Securities.” Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our qualification as a RIC, including certain diversification tests in order to qualify as a RIC for U.S. federal income tax purposes (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.
Some of the income and fees that we may recognize, such as fees for providing managerial assistance, certain fees earned with respect to our investments, income recognized in a work-out or restructuring of a portfolio investment, or income recognized from an equity investment in an operating partnership, will not satisfy the 90% Income Test. In order to manage the risk that such income and fees might disqualify us as a RIC for a failure to satisfy the 90% Income Test, we may be required to recognize such income and fees indirectly through one or more entities treated as corporations for U.S. federal income tax purposes. Such corporations will be required to pay U.S. corporate income tax on their earnings, which ultimately will reduce our return on such income and fees.
There may be uncertainty as to the appropriate treatment of certain of our investments for U.S. federal income tax purposes. In particular, we may invest a portion of our net assets in below investment grade instruments. U.S. federal income tax rules with respect to such instruments are not entirely clear about issues such as if an instrument is treated as debt or equity, whether and to what extent we should recognize interest, OID 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, in order to seek to ensure that we distribute sufficient income to qualify, and maintain our qualification as, a RIC and to ensure that we do not become subject to U.S. federal income or excise tax.
Income received by us from sources outside the United States may be subject to withholding and other taxes imposed by such countries, thereby reducing income available to us. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. We generally intend to conduct our investment activities to minimize the impact of foreign taxation, but there is no guarantee that we will be successful in this regard.
We may invest in stocks of foreign companies that are classified under the Code as passive foreign investment companies (“PFICs”). In general, a foreign company is classified as a PFIC if at least 50% of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. In general, under the PFIC rules, an “excess distribution” received with respect to PFIC stock is treated as having been realized ratably over the period during which we held the PFIC stock. We will be subject to tax on the portion, if any, of the excess distribution that is allocated to our holding period in prior taxable years (and an interest factor will be added to the tax, as if the tax had actually been payable in such prior taxable years) even though we distribute the corresponding income to stockholders. Excess distributions include any gain from the sale of PFIC stock as well as certain distributions from a PFIC. All excess distributions are taxable as ordinary income.
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We may be eligible to elect alternative tax treatment with respect to PFIC stock. Under such an election, we generally would be required to include in our gross income its share of the earnings of a PFIC on a current basis, regardless of whether any distributions are received from the PFIC. If this election is made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. Alternatively, we may be able to elect to mark to market our PFIC stock, resulting in any unrealized gains at year end being treated as though they were realized and reported as ordinary income. Any mark-to-market losses and any loss from an actual disposition of the PFIC’s shares would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income in prior years with respect to stock in the same PFIC.
Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC stock, as well as subject us to tax on certain income from PFIC stock, the amount that must be distributed to stockholders, and which will be taxed to stockholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC stock.
Under the Code, gains or losses attributable to fluctuations in foreign currency exchange rates that occur between the time we accrue interest income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time we actually collect such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as “section 988” gains and losses, may increase or decrease the amount of our ICTI to be distributed to stockholders as ordinary income. For example, fluctuations in exchange rates may increase the amount of income that we must distribute in order to qualify for treatment as a RIC and to prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate income available for distribution. If section 988 losses exceed other ICTI during a taxable year, we would not be able to make ordinary distributions, or distributions made before the losses were realized would be re-characterized as a return of capital to stockholders for U.S. federal income tax purposes, rather than as ordinary dividend income, and would reduce each stockholder’s basis in Common Stock.
Certain distributions reported by us as section 163(j) interest dividends may be treated as interest income by stockholders for purposes of the tax rules applicable to interest expense limitations under Code section 163(j). Such treatment by the stockholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends declared by money market funds and certain other funds that declare dividends daily and pay such dividends on a monthly or more frequent basis. The amount that we are eligible to report as a Section 163(j) dividend for a tax year is generally limited to the excess of our business interest income over the sum of our (i) business interest expense and (ii) other deductions properly allocable to our business interest income.
Failure to Qualify as a RIC
If we were unable to qualify for treatment as a RIC and are unable to cure the failure, for example, by disposing of certain investments quickly or raising additional capital to prevent the loss of RIC status, we would be subject to tax on all of our taxable income at regular corporate rates. The Code provides some relief from RIC disqualification due to failures to comply with the 90% Income Test and the Diversification Tests, although there may be additional taxes due in such cases. We cannot assure you that we would qualify for any such relief should we fail the 90% Income Test or the Diversification Tests.
Should failure occur, all our taxable income would be subject to tax at regular corporate rates and we would not be able to deduct our dividend distributions to stockholders. Additionally, we would no longer be required to distribute our income and gains. Distributions, including distributions of net long-term capital gain, would generally be taxable to our stockholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, certain corporate stockholders would be eligible to claim a dividends-received deduction with respect to such dividends and non-corporate stockholders would generally be able to treat such dividends as qualified dividend income, which is subject to reduced rates of U.S. federal income tax. 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 stockholders tax basis, and any remaining distributions would be treated as a capital gain. If we fail to qualify as a RIC, we may be subject to regular corporate tax on any net built-in gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five taxable years.
Staffing
We do not currently have any employees. Our day-to-day investment operations are managed by our Adviser, and our Administrator provides services necessary to conduct our business. We pay no compensation directly to any interested director or executive officer of the Company. We pay our Administrator our allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer.
Item 1A. Risk Factors
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Investing in shares of our Common Stock involves a number of significant risks. Before you invest in shares of our Common Stock, you should be aware of various risks, including those described below. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value could decline, and you may lose all or part of your investment. The risk factors described below are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.
Risks Relating to Our Business and Structure
Operating as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility. In addition, if we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company, which would subject us to additional regulatory restrictions.
The 1940 Act imposes numerous constraints on the operations of BDCs that do not apply to certain of the other investment vehicles advised by our Adviser and its affiliates. BDCs are required, for example, to invest at least 70% of their total assets primarily in securities of U.S. private or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt instruments that mature in one year or less from the date of investment. These constraints may hinder our ability to take advantage of attractive investment opportunities and to achieve our investment objective. Furthermore, any 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.
We may be precluded from investing in what our Adviser believes are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we will be prohibited from making any additional investment that is not a qualifying asset and could be forced to forgo attractive investment opportunities. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position).
If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company that is required to register under the 1940 Act, which would subject us to additional regulatory restrictions and significantly decrease our operating flexibility. In addition, any such failure could cause an event of default under any outstanding indebtedness we might have, which could have a material adverse effect on our business, financial condition or results of operations.
We are subject to risks associated with the current interest rate environment and to the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income.
To the extent we borrow money or issue debt securities or any preferred stock to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay interest or distributions on such debt securities or preferred stock and the rate at which we invest these funds. In addition, we anticipate that many of our debt investments and borrowings will have floating interest rates that reset on a periodic basis, and many of our investments will be subject to interest rate floors. As a result, a significant change in market interest rates could have a material adverse effect on our net investment income. Rising interest rates on floating rate loans we make to portfolio companies could drive an increase in defaults or accelerated refinancings. Some portfolio companies may be unable to refinance into fixed rate loans or repay outstanding amounts, leading to a gradual decline in the credit quality of our portfolio. In periods of rising interest rates, our cost of funds will increase because we expect that the interest rates on the majority of amounts we borrow will be floating. This change could reduce our net investment income to the extent any debt investments have fixed interest rates. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act and applicable commodities laws. These activities may limit our ability to benefit from lower interest rates with respect to hedged borrowings. In the past, we have entered into certain hedging transactions, such as interest rate swap agreements, to mitigate our exposure to adverse fluctuations in interest rates, and we may do so again in the future. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.
We depend upon our Adviser and Administrator for our success and upon their access to the investment professionals and partners of Morgan Stanley and its affiliates.
We do not have any internal management capacity or employees. We depend on the diligence, skill and network of business contacts of the senior investment professionals of our Adviser to achieve our investment objective. We cannot assure you that we will replicate the historical results achieved for other Morgan Stanley funds, and we caution you that our investment returns could be substantially lower than the returns achieved by them in prior periods. We expect that the Adviser will evaluate, negotiate, structure, close and monitor our investments in accordance with the terms of the Investment Advisory Agreement. We can offer no assurance, however, that the senior investment professionals of the Adviser will continue to provide investment advice to us. The loss of any member of the
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Investment Committee or of other senior investment professionals of the Adviser and its affiliates could limit our ability to achieve our investment objective and operate as we anticipate. In addition, we can offer no assurance that the resources, relationships and expertise of Morgan Stanley will be available for every transaction or generally during the term of the Company. This could have a material adverse effect on our financial condition, results of operations and cash flows.
We depend on the diligence, skill and network of business contacts of the professionals available to our Administrator to carry out the administrative functions necessary for us to operate, including the ability to select and engage sub-administrators and third-party service providers. We can offer no assurance, however, that the professionals of the Administrator will continue to provide administrative services to us. In addition, we can offer no assurance that the resources, relationships and expertise of Morgan Stanley will be available to the Administrator throughout the term of the Company. This could have a material adverse effect on our financial condition, results of operations and cash flows.
Our business model depends to a significant extent upon strong referral relationships with private equity sponsors. Any inability of the Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
We depend upon the Adviser’s and its affiliates’ relationships with private equity sponsors, and we rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the Adviser fails to maintain such relationships, or to develop new relationships with other sponsors or sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the principals of the Adviser and its affiliates have relationships are not obligated to provide us with investment opportunities, and, therefore, we can offer no assurance that these relationships will generate investment opportunities for us in the future.
The time and resources that individuals associated with our Adviser devote to us may be diverted, and we may face additional competition due to the fact that neither our Adviser nor its affiliates are prohibited from raising money for or managing another entity that makes the same types of investments that we target.
The Adviser and its affiliates currently serve as the investment adviser for various funds, accounts and strategies, including the funds and accounts on the MS Private Credit platform, including the other MS BDCs, and are not prohibited from raising money for and managing future investment entities that make the same or similar types of investments as those we target. As a result, the time and resources that our Adviser devotes to us may be diverted, and during times of intense activity in other investment programs they may devote less time and resources to our business than is necessary or appropriate. In addition, we may compete with any such investment entity also advised by the Adviser or its affiliates for the same investors and investment opportunities.
We may not replicate the historical results achieved by other entities advised or sponsored by members of the Investment Committee, or by the Adviser or its affiliates.
Our investments may differ from those of existing accounts that are or have been sponsored or advised by members of the Investment Committee, the Adviser or affiliates of the Adviser. Investors in our securities are not acquiring an interest in any accounts that are or have been sponsored or advised by members of the Investment Committee, the Adviser or affiliates of the Adviser. Subject to the requirements of the 1940 Act and the provisions of the Order, we may co-invest in portfolio investments with other Affiliated Investment Accounts, including the MS BDCs, and any proprietary accounts of Morgan Stanley, if applicable.. Any such investments are subject to regulatory limitations and approvals by the Independent Directors. We can offer no assurance, however, that we will obtain such approvals or develop opportunities that comply with such limitations. We also cannot assure you that we will replicate the historical results achieved for other Morgan Stanley funds by members of the Investment Committee (including the Affiliated Investment Accounts), and we caution you that our investment returns could be substantially lower than the returns achieved by them in prior periods. Additionally, all or a portion of the prior results may have been achieved in particular market conditions which may never be repeated. Moreover, current or future market volatility and regulatory uncertainty may have an adverse impact on our future performance. Our financial condition and results of operation depend on our ability to manage future growth effectively.
Our ability to achieve our investment objective depends on our ability to grow, which depends, in turn, on the Adviser’s ability to identify, invest in and monitor companies that meet our investment selection criteria. Accomplishing this result on a cost-effective basis is largely a function of the Adviser’s structuring of the investment process, its ability to provide competent, attentive and efficient services to us and our access to financing on acceptable terms. We can offer no assurance that any current or future employees of the Adviser will contribute effectively to the work of, or remain associated with, the Adviser. We caution you that the principals of our Adviser or Administrator may also be called upon to provide managerial assistance to our portfolio companies and those of other investment vehicles, including the MS BDCs, which are advised by the Adviser. Such demands on their time may distract them or slow our rate of investment. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.
The Adviser may frequently be required to make investment analyses and decisions on an expedited basis in order to take advantage of investment opportunities, and our Adviser may not have knowledge of all circumstances that could impact our investments.
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Investment analyses and decisions by the Adviser may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Adviser at the time of making an investment decision may be limited. Therefore, we can offer no assurance that the Adviser will have knowledge of all circumstances that may adversely affect a portfolio investment, and the Adviser may make portfolio investments which it would not have made if more extensive due diligence had been undertaken. In addition, the Adviser may rely upon independent consultants and advisors in connection with its evaluation of proposed investments, and we can offer no assurance as to the accuracy or completeness of the information provided by such independent consultants and advisors or to the Adviser’s right of recourse against them in the event errors or omissions do occur.
There are significant potential conflicts of interest that could affect our investment returns.
As a result of our Adviser and Administrator’s affiliation with, and the Investment Committee members’ employment by, Morgan Stanley, there may be times when the Adviser, the Administrator or such persons have interests that differ from those of our stockholders, giving rise to a conflict of interest. As a diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities, including financial advisory services, investment management activities, lending, commercial banking, sponsoring and managing private investment funds, engaging in broker-dealer transactions and principal securities, commodities and foreign exchange transactions, research publication and other activities. In the ordinary course of its business, Morgan Stanley is a full-service investment banking and financial services firm and therefore engages in activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of our stockholders, notwithstanding Morgan Stanley’s participation as one of our investors. Investors should be aware that potential and actual conflicts of interest between Morgan Stanley or any Affiliated Investment Account, on the one hand, and us, on the other hand, may exist and others may arise in connection with our operation. Morgan Stanley’s employees may also have interests separate from those of Morgan Stanley and us. There is no assurance that conflicts of interest will be resolved in favor of the Company’s stockholders, and, in fact, they may not be.
Conflicts related to obligations the Investment Committee, the Adviser or its affiliates have to other clients and conflicts related to fees and expenses of such other clients.
Morgan Stanley, the parent company of the Adviser, has advised and may advise clients and has sponsored, managed or advised other Affiliated Investment Accounts with a wide variety of investment objectives that in some instances may overlap or conflict with our investment objectives and present conflicts of interest. In addition, Morgan Stanley routinely makes equity and debt investments in connection with its global business and operations. MS Private Credit may also from time to time create new or successor Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, that may compete with us and present similar conflicts of interest. In serving in these multiple capacities, Morgan Stanley, including the Adviser, the Investment Committee and the Investment Team, may have obligations to other clients or investors in Affiliated Investment Accounts, the fulfillment of which may not be in the best interests of us or our stockholders. For example, in connection with the management of investments for other Affiliated Investment Accounts, members of Morgan Stanley and its affiliates may serve on the boards of directors of or advise companies which may compete with our portfolio investments. Our investment objective may overlap with the investment objectives of certain Affiliated Investment Accounts. For example, the Adviser currently serves as the investment adviser to the MS BDCs. As a result, the members of the Investment Committee may face conflicts in the allocation of investment opportunities among us and other Affiliated Investment Accounts. Certain Affiliated Investment Accounts, including the MS BDCs, may provide for higher management fees, incentive fees, greater expense reimbursements or overhead allocations, or may permit the Adviser and its affiliates to receive higher origination and other transaction fees, all of which may contribute to this conflict of interest and create an incentive for the Adviser to favor such Affiliated Investment Accounts. For example, the 1940 Act restricts the Adviser from receiving more than a 1% fee in connection with loans that we acquire, or originate, a limitation that does not exist for certain other accounts.

Morgan Stanley currently invests and plans to continue to invest on its own behalf and on behalf of its Affiliated Investment Accounts in a wide variety of investment opportunities in North America, Europe and elsewhere. Morgan Stanley and, to the extent consistent with applicable law, exemptive relief and/or the Adviser's allocation policies and procedures, its Affiliated Investment Accounts will be permitted to invest in investment opportunities without making such opportunities available to us beforehand. Subject to the requirements of any applicable exemptive relief, Morgan Stanley may offer investments that fall into the investment objectives of an Affiliated Investment Account to such account or make such investment on its own behalf, even though such investment also falls within our investment objectives. We may invest in opportunities that Morgan Stanley and/or one or more Affiliated Investment Accounts has declined, and vice versa. The Adviser and/or one or more of its affiliates may enter into one or more contractual arrangements with third parties (“Syndication Partners”) including certain third parties that may or may not be advisory clients of the Adviser, whereby, subject to certain investment criteria, the Adviser would agree to present such third parties with certain co-investment opportunities alongside the MS Private Credit platform, including us. All of the foregoing may reduce the number of investment opportunities available to us and may create conflicts of interest in allocating investment opportunities among the Company and the Affiliated Investment Accounts, including any proprietary accounts of Morgan Stanley. Our Adviser has established allocation policies and procedures and will continue to allocate opportunities among one or more of the Company, such Affiliated Investment Accounts and Syndication Partners in accordance with the terms of such policies and procedures. Investors should note that such allocation decisions may not be resolved to our advantage. There can be no assurance that we will have an opportunity to participate in certain opportunities that fall within our investment objectives.

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It is possible that Morgan Stanley or an Affiliated Investment Account will invest in a company that is or becomes a competitor of one of our portfolio companies. Such investment could create conflicts of interest among the Company, Morgan Stanley and/or the Affiliated Investment Account. Morgan Stanley may also have conflicts of interest in the allocation of Morgan Stanley resources to the portfolio company. In addition, certain Affiliated Investment Accounts will be focused primarily on investing in other funds which may have strategies that overlap and/or directly conflict and compete with us. In certain cases, we may be unable to invest in attractive opportunities because of the investment by these Affiliated Investment Accounts in such private equity or private credit sponsoring funds.
We do not expect to invest in, or hold securities of, companies that are controlled by an affiliate’s other clients. However, our Adviser or an affiliate’s other clients may invest in, and gain control over, one of our portfolio companies. If our Adviser or an affiliate’s other client, or clients, gains control over one of our portfolio companies, it may create conflicts of interest and may subject us to certain restrictions under the 1940 Act. As a result of these conflicts and restrictions our Adviser may be unable to implement our investment strategies as effectively as they could have in the absence of such conflicts or restrictions. For example, as a result of a conflict or restriction, our Adviser may be unable to engage in certain transactions that it would otherwise pursue. In order to avoid these conflicts and restrictions, our Adviser may choose to exit such investments prematurely and, as a result, we may forego any positive returns associated with such investments. In addition, to the extent that an affiliate’s other client holds a different class of securities than us as a result of such transactions, our interests may not be aligned.
It should be noted that Morgan Stanley has, directly and/or indirectly, made investments in certain of its Affiliated Investment Accounts, and accordingly Morgan Stanley’s investment in us in itself may not determine the outcome in the resolution of any of the foregoing conflicts.
In the course of our investing activities, we pay a management and incentive fees to the Adviser and reimburse certain expenses of the Administrator. As a result, investors in our Common Stock will invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than one might achieve through direct investments. As a result of this arrangement, there may be times when the Adviser has interests that differ from those of our stockholders, giving rise to a conflict.
The Investment Committee, the Adviser or its affiliates may, from time to time, possess material non-public information, or may not have access to certain information held by Morgan Stanley, each of which would limit our investment discretion.
Principals of the Adviser and its affiliates and members of the Investment Committee may serve as directors of, or in a similar capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. In the event that material nonpublic information is obtained with respect to such companies, or we become subject to trading restrictions in order to comply with applicable law, regulatory restrictions or internal policies or procedures, including without limitation joint transaction restrictions pursuant to the 1940 Act, 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.
The Adviser and/or Morgan Stanley may also from time to time be subject to contractual “stand-still” obligations and/or confidentiality obligations that may restrict the Adviser’s ability to trade in or make certain investments on behalf of the Company. In addition, Morgan Stanley may be precluded from disclosing such information to the Investment Team, even in circumstances in which the information would benefit the Company if disclosed. Therefore, the Adviser may not be provided access to material nonpublic information in the possession of Morgan Stanley that might be relevant to an investment decision to be made by the Company, and the Company may initiate a transaction or sell an investment that, if such information had been known to it, may not have been undertaken.
In addition, certain members of the Investment Team and of the Investment Committee may be recused from certain investment-related discussions, including investment committee meetings, so that such members do not receive information that would limit their ability to perform functions of their employment with Morgan Stanley unrelated to the Company. Furthermore, access to certain parts of Morgan Stanley may be subject to third party confidentiality obligations and to information barriers established by Morgan Stanley in order to manage potential conflicts of interest and regulatory restrictions, including without limitation joint transaction restrictions pursuant to the 1940 Act. Accordingly, the Company’s ability to source investments from other business units within Morgan Stanley may be limited and there can be no assurance that the Company will be able to source any investments from any one or more parts of the Morgan Stanley network.
Our management fee and incentive fee structure may create incentives for the Adviser that are not fully aligned with the interests of our stockholders and may induce the Adviser to make speculative investments.
In the course of our investing activities, we pay a management fee and incentive fees to the Adviser. The base management fee is based on our average gross assets and the incentive fee is computed and paid on income, both of which include leverage. As a result, investors in shares of our Common Stock will invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than one might achieve through direct investments. Because the management fee is based on our average gross assets, the Adviser benefits when we incur debt or use leverage. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor us and our stockholders.
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Additional leverage would magnify positive returns, if any, on our portfolio, and our incentive fee would become payable to our Adviser (i.e., exceed the hurdle rate) at a lower average return on our portfolio. The Investment Advisory Agreement entitles our Adviser to receive an incentive fee based on our pre-incentive fee net investment income regardless of any capital losses. Thus, if we incur additional leverage, our Adviser may receive additional incentive fees without any corresponding increase (and potentially with a decrease) in our net performance. Additionally, the incentive fee payable by us to the Adviser may create an incentive for the Adviser to cause us to realize capital gains or losses that may not be in the best interests of us or our stockholders. Under the incentive fee structure, the Adviser benefits when we recognize capital gains and, because the Adviser determines when an investment is sold, the Adviser controls the timing of the recognition of such capital gains. Our Board of Directors is charged with protecting our stockholder’s interests by monitoring how the Adviser addresses these and other conflicts of interest associated with its management services and compensation.
Additionally, the part of the incentive fees payable to our Adviser that relates to our net investment income is computed and paid on income that may include interest income that has been accrued but not yet received in cash, such as market discount, debt instruments with PIK, interest, preferred stock with PIK dividends, zero coupon securities, and other deferred interest instruments and may create an incentive for the Adviser to make investments on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement. This fee structure may be considered to give rise to a conflict of interest for the Adviser to the extent that it may encourage the Adviser to favor debt financings that provide for deferred interest, rather than current cash payments of interest. Under these investments, we will accrue the interest over the life of the investment, but we will not receive the cash income from the investment until the end of the term. Our net investment income used to calculate the income portion of our investment fee, however, includes accrued interest. The Adviser may have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the fees even when the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities. This risk could be increased because the Adviser is not obligated to reimburse us for any fees received even if we subsequently incur losses or never receive in cash the deferred income that was previously accrued.
For federal income tax purposes, we may be required to recognize taxable income in some circumstances in which we do not receive a corresponding payment in cash and to make distributions with respect to such income to maintain our tax treatment as a RIC and/or minimize corporate-level U.S. federal income or excise tax. Under such circumstances, we may have difficulty meeting the Annual Distribution Requirement (as defined below) necessary to maintain RIC tax treatment under the Code. See “Item 1. Business –Certain Material U.S. Federal Income Tax Considerations—Election to be Taxed as a RIC.” This difficulty in making the required distribution may be amplified to the extent that we are required to pay the incentive fee on income with respect to such accrued income. As a result, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.
Conflicts related to other arrangements with the Adviser and its affiliates.
We have entered into a license agreement, or the License Agreement, with Morgan Stanley Investment Management, Inc., an affiliate of our Adviser, under which Morgan Stanley Investment Management, Inc. has granted us a non-exclusive, royalty-free license to use the name “Morgan Stanley.” In addition, we pay to the Administrator our allocable portion of certain expenses incurred by the Administrator in performing its obligations under the Administration Agreement, such as our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer. These arrangements create conflicts of interest that our Board of Directors monitors.
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 our Independent Directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any securities from or to such affiliate on a principal basis, absent the prior approval of our Board of Directors and, in some cases, the SEC. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which in certain circumstances could include investments in the same portfolio company (whether at the same or different times to the extent the transaction involves a joint investment), without prior approval of our Board of Directors 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 with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.
The SEC has interpreted the BDC regulations governing transactions with affiliates to prohibit certain joint transactions involving entities that share a common investment adviser. As a result of these restrictions, we are prohibited from buying or selling any security from or to any portfolio company that is controlled by a fund advised by the Adviser or their respective affiliates without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.
We may, however, invest alongside our Adviser’s and/or its affiliates’ other clients, in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations, guidance and exemptive relief orders. However, although the Adviser endeavors to fairly allocate investment opportunities in the long-run, we can offer no assurance that investment opportunities will be
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allocated to us fairly or equitably in the short-term or over time. The SEC has granted us and our Adviser the Order that allows us to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the conditions specified in the Order. Pursuant to the 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 eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to 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 transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.
In situations where co-investment with affiliates’ other clients is not permitted under the 1940 Act and related rules, existing or future staff guidance, or the terms and conditions of the Order (as discussed above), our Adviser will need to decide which client or clients will proceed with the investment. Generally, we will not have an entitlement to make a co-investment in these circumstances and, to the extent that another client elects to proceed with the investment, we will not be permitted to participate. Moreover, except in certain circumstances, we will not invest in any issuer in which an affiliate’s other client holds a controlling interest.
The recommendations given to us by our Adviser may differ from those rendered to their other clients.
Our Adviser and its affiliates may give advice and recommend securities to other clients which may differ from advice given to, or securities recommended or bought for, us even though such other clients’ investment objectives may be similar to ours.
We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
The business of identifying and structuring investments of the types contemplated by us is competitive and involves a high degree of uncertainty. We are competing for investments with other investment funds, including the MS BDCs, as well as more traditional lending institutions and private credit-focused competitors. Over the past several years, an increasing number of funds have been formed, with investment objectives similar to, or overlapping with, our investment objectives (and many such existing funds have grown substantially in size).
In addition, other firms and institutions are seeking to capitalize on the perceived opportunities with vehicles, funds and other products that are expected to compete with us for investments. Other investors may make competing offers for investment opportunities that we identify. Even after an agreement in principle has been reached with the board of directors or owners of an acquisition target, consummating the transaction is subject to a myriad of uncertainties, only some of which are foreseeable or within the control of the Adviser. Some of our competitors may have access to greater amounts of capital and to capital that may be committed for longer periods of time or may have different return thresholds than us, and thus these competitors may have advantages over us. In addition, issuers may prefer to take advantage of favorable high-yield markets and issue subordinated debt in those markets, which could result in fewer credit investment opportunities for us. In addition to competition from other investors, the availability of investment opportunities generally will be subject to market conditions as well as, in many cases, the prevailing regulatory or political climate. We can offer no assurance that we will be successful in obtaining suitable investments, or that if we make such investments, our objectives will be achieved.
We will be subject to corporate-level income tax if we are unable to qualify as a RIC.
In order to qualify as a RIC under the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The distribution requirement for a RIC is satisfied if we distribute to our stockholders dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of our ICTI, which is generally our net ordinary income plus the excess of our net short-term capital gains in excess of our net long-term capital losses, determined without regard to any deduction for dividends paid, to our stockholders on an annual basis. We are subject, to the extent we use debt financing, to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to be subject to tax as a RIC, in which case we will be subject to corporate-level income tax. To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each quarter of our taxable year. Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to continue to qualify as a RIC. Because most of our investments are in private or thinly traded public companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we fail to qualify as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distributions to stockholders, the amount of our distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and our stockholders. See “Item 1. Business—Certain Material U.S. Federal Income Tax Considerations—Taxation as a RIC.”
We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
For U.S. federal income tax purposes, we include in income certain amounts that we have not yet received in cash, such as the accretion of OID. This may arise if we receive warrants in connection with the making of a loan and in other circumstances, or through contracted PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term.
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Such OID, which could be significant relative to our overall investment activities, or increases in loan balances as a result of contracted PIK arrangements, is included in our income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we do not receive in cash.
That part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash, such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible, and the Adviser will have no obligation to refund any fees it received in respect of such accrued income.
Since in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement in a given taxable year to distribute to our stockholders dividends for U.S. federal income tax purposes an amount at least equal to 90% of our ICTI, determined without regard to any deduction for dividends paid, to our stockholders to qualify and maintain our ability to be subject to tax as a RIC. In such a case, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain such cash from other sources, we may fail to qualify as a RIC and thus be subject to corporate-level income tax.
We will need to raise additional capital to grow because we must distribute most of our income.
We will need additional capital to fund new investments and grow our portfolio of investments. We intend to access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain such additional capital. Unfavorable economic conditions 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. A reduction in the availability of new capital could limit our ability to grow. In addition, we are required to distribute each taxable year an amount at least equal to 90% of our ICTI, determined without regard to any deduction for dividends paid as dividends for U.S. federal income tax purposes, to our stockholders to maintain our ability to be subject to tax as a RIC. As a result, these earnings are not available to fund new investments. An inability to access the capital markets successfully could limit our ability to grow our business and execute our business strategy fully and could decrease our earnings, if any. This would have an adverse effect on the value of our securities. If we are not able to raise capital and are at or near our targeted leverage ratios, we may receive smaller allocations, if any, on new investment opportunities under the Adviser’s allocation policies and procedures.
Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital. As a BDC, the necessity of raising additional capital exposes us to risks, including the typical risks associated with leverage.
We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are currently permitted to issue "senior securities," including borrowing money from banks or other financial institutions, only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If we fail to comply with certain disclosure requirements, our asset coverage ratio under the 1940 Act would be 200%, which would decrease the amount of leverage we are able to incur. If the value of our assets declines, we may be unable to satisfy the applicable asset coverage ratio. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to holders of shares of our Common Stock. If we issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss.
In the absence of an event of default, no person or entity from which we borrow money has a veto right or voting power over our ability to set policy, make investment decisions or adopt investment strategies. If we issue preferred stock, which is another form of leverage, the preferred stock would rank “senior” to Common Stock in our capital structure, preferred stockholders would have separate voting rights on certain matters and might have other rights, preferences or privileges more favorable than those of our common stockholders, and the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our Common Stock or otherwise be in the best interest of our common stockholders. Holders of our Common Stock will directly or indirectly bear all of the costs associated with offering and servicing any preferred stock that we issue. In addition, any interests of preferred stockholders may not necessarily align with the interests of holders of our Common Stock and the rights of holders of shares of preferred stock to receive distributions would be senior to those of holders of shares of Common Stock. We do not, however, anticipate issuing preferred stock in the next 12 months.
We are not generally able to issue and sell our Common Stock at a price below net asset value per share. 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 per share of our Common Stock if our Board of Directors determines that such sale is in the best interests of us and our stockholders, and if 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 of Directors, closely approximates the market value of such securities (less any distributing commission or discount). If we raise additional funds by issuing Common Stock or senior securities convertible into, or
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exchangeable for, our Common Stock, then the percentage ownership of our stockholders at that time will decrease, and holders of our Common Stock might experience dilution.
We intend to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.
The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. The amount of leverage that we employ will be subject to the restrictions of the 1940 Act and the supervision of our Board of Directors. At the time of any proposed borrowing, the amount of leverage we employ will also depend on our Adviser’s assessment of market and other factors. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. For example, due to the interplay of the 1940 Act restrictions on principal and joint transactions and the U.S. risk retention rules adopted pursuant to Section 941 of Dodd-Frank, as a BDC we are limited in our ability to enter into any securitization transactions. We cannot assure you that the SEC or any other regulatory authority will modify such regulations or provide administrative guidance that would give us greater flexibility to enter into securitizations. We have in the past and may in the future issue senior debt securities to banks, insurance companies and other lenders. Lenders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. We may pledge up to 100% of our assets, may grant a security interest in all of our assets and may pledge the right to make capital calls of stockholders under the terms of any debt instruments we may enter into with lenders. Under the terms of any credit facility or debt instrument we enter into, we are likely to be required to comply with certain financial and operational covenants. Failure to comply with such covenants could result in a default under the applicable credit facility or debt instrument if we are unable to obtain a waiver from the applicable lender or holder, and such lender or holder could accelerate repayment under such indebtedness and negatively affect our business, financial condition, results of operations and cash flows. In addition, under the terms of any credit facility or other debt instrument we enter into, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause our net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our equity stake in a leveraged investment. Similarly, any decrease in our net investment income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make distributions on our Common Stock or any outstanding preferred stock. Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. Our common stockholders bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to the Adviser.
As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include our borrowings and any preferred stock that we may issue in the future, which is currently 150%. If this ratio were to decline below 150% (or such other percentage as may be prescribed by law from time to time), we could not incur additional debt and could be required to sell a portion of our investments to repay some debt when it was disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions in amounts sufficient to maintain our status as a RIC, or at all.
The following table illustrates the effect of leverage on returns from an investment in our Common Stock as of December 31, 2024, assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below (amounts in thousands).
Assumed Return on Our Portfolio (Net of Expenses)
(10)%(5)%0%5%10%
Corresponding return to common stockholder assuming actual asset coverage as of December 31, 2024 (1)
(28.2)%(17.6)%(7.0)%3.7%14.3%
(1) Assumes $3,912,018 in total assets, $1,983,401 in debt outstanding and $1,842,156 in net assets as of December 31, 2024, and an effective weighted average annual interest of 6.46% as of December 31, 2024 (excluding unused fees and financing costs).
Based on our outstanding indebtedness of $1,983,401 as of December 31, 2024 and the effective weighted average annual interest rate of 6.46% (excluding unused fees and financing costs), our investment portfolio would have been required to experience an annual return of at least 3.28% to cover annual interest payments on the outstanding debt.
We expose ourselves to risks when we engage in hedging transactions.
We have entered, and may in the future enter, into hedging transactions, which may expose us to risks associated with such transactions. We may seek to utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates and the relative value of certain debt securities from changes in market interest rates. Use of these hedging instruments may include counter-party credit risk. To the extent we have non-U.S. investments, particularly investments denominated in non-U.S. currencies, our hedging costs will increase.
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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 such positions were to decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions were to increase. It also may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.
The success of our hedging strategy will depend on our ability to correctly identify appropriate exposures for hedging. In connection with the 2029 Notes, which bear interest at fixed rates, we entered into interest rate swaps to continue to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. However, unanticipated changes in currency exchange rates or other exposures that we might hedge may 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 may vary, as may the time period in which the hedge is effective relative to the time period of the related exposure. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. If restrictions on exercise were imposed, we might be unable to exercise an option we had purchased. If we were unable to close out an option that we had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless.
For a variety of reasons, we may not seek to (or be able to) establish a perfect correlation between such hedging instruments and the positions being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may 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 is likely to fluctuate as a result of factors not related to currency fluctuations. Income derived from hedging transactions also is not eligible to be distributed to non-U.S. stockholders free from withholding taxes. Changes to the regulations applicable to the financial instruments we use to accomplish our hedging strategy could affect the effectiveness of that strategy.
We are subject to risks associated with our Credit Facilities.
On July 16, 2021, we entered into a senior secured revolving credit agreement with the Company, as borrower, the lenders and issuing banks party thereto, Truist Bank, as administrative agent, and Truist Securities, Inc., as joint lead arranger and sole book runner (as amended, restated or otherwise modified from time to time, the “Truist Credit Facility”).
On October 14, 2020, DLF Financing SPV LLC, our wholly owned subsidiary, or DLF LLC, entered into a revolving credit and security agreement with DLF LLC, as borrower, BNP Paribas, as the administrative agent and lender, the Company, as the equity holder and as the servicer, and U.S. Bank National Association, as collateral agent (as amended, restated, supplemented or otherwise modified from time to time, the “BNP Funding Facility”).
We anticipate that we or a wholly owned and consolidated subsidiary of ours may enter into one or more senior revolving credit facilities of the Company or any subsidiary in the future (together with the Truist Credit Facility and BNP Funding Facility, each a “Credit Facility” ad collectively, the “Credit Facilities”). As a result of the Credit Facilities, we are subject to a variety of risks, including those set forth below.
Any inability to renew, extend or replace the Credit Facilities could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders.
There can be no assurance that we would be able to renew, extend or replace the Credit Facilities upon their maturity on terms that are favorable to us, if at all. Our ability to renew, extend or replace the Credit Facilities would be constrained by then-current economic conditions affecting the credit markets. In the event that we were unable to renew, extend or replace the Credit Facilities at the time of maturity, this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our ability to qualify as a RIC.
In addition to regulatory limitations on our ability to raise capital, our financing agreements contain various covenants, which, if not complied with, could accelerate our repayment obligations under such agreements, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.
We will have a continuing need for capital to finance our investments. We are party to various financing agreements from time to time which contain customary representations and warranties and we are required to comply with various covenants, reporting requirements and other customary requirements for similar financing agreements.
Our continued compliance with the covenants contained under these financing agreements depends on many factors, some of which may be beyond our control. We can offer no assurances that we would continue to comply with any such covenants. Our failure to satisfy the respective covenants could result in foreclosure by the lenders under the applicable credit facility or governing instrument or acceleration by the applicable lenders or noteholders, which would accelerate our repayment obligations under the relevant agreement and thereby have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to
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pay distributions to our stockholders. These financing agreements may also include customary cross-default provisions, and, if the indebtedness is accelerated, we may be unable to repay or finance the amounts due.
Our interests in any subsidiary that enters into a Credit Facility would be subordinated, and we may not receive cash on our equity interests from any such subsidiary.
We consolidate the financial statements of our wholly owned subsidiaries in our consolidated financial statements and treat the indebtedness of any such subsidiary as our leverage. Our interests in any wholly owned direct or indirect subsidiary of ours would be subordinated in priority of payment to every other obligation of any such subsidiary and would be subject to certain payment restrictions set forth in any Credit Facility. We would receive cash distributions on our equity interests in any such subsidiary only if such subsidiary had made all required cash interest payments to the lenders and no default exists under any Credit Facility. We cannot assure you that distributions on the assets held by any such subsidiary would be sufficient to make any distributions to us or that such distributions would meet our expectations.
We would receive cash from any such subsidiary only to the extent that we would receive distributions on our equity interests in such subsidiary. Any such subsidiary would be able to make distributions on its equity interests only to the extent permitted by the payment priority provisions of the Credit Facility. We expect that any Credit Facility would generally provide that payments on such interests may not be made on any payment date unless all amounts owing to the lenders and other secured parties are paid in full. In addition, if such subsidiary would not meet the borrowing base test set forth in any Credit Facility documents, a default would occur. In the event of a default under any Credit Facility documents, cash would be diverted from us to pay the lender and other secured parties until they would be paid in full. In the event that we would fail to receive cash from such subsidiary, we could be unable to make distributions to our stockholders in amounts sufficient to maintain our status as a RIC, or at all. We also could be forced to sell investments in portfolio companies at less than their fair value in order to continue making such distributions.
Our equity interests in any such subsidiary would rank behind all of the secured and unsecured creditors, known or unknown, of such subsidiary, including the lenders in any Credit Facility.
Consequently, to the extent that the value of such subsidiary’s portfolio of loan investments would have been reduced as a result of conditions in the credit markets, defaulted loans, capital gains and losses on the underlying assets, prepayment or changes in interest rates, the return on our investment in such subsidiary could be reduced. Accordingly, our investment in such subsidiary may be subject to up to a complete loss.
Our ability to sell investments held by any subsidiary that enters into a Credit Facility would be limited.
Our existing Credit Facilities place significant restrictions on our ability, as servicer, to sell investments, and we expect that any Credit Facility we enter into in the future would include similar restrictions. As a result, there may be times or circumstances during which we would be unable to sell investments or take other actions that might be in our best interests.
We may enter into reverse repurchase agreements, which are another form of leverage.
We may enter into reverse repurchase agreements as part of our management of our temporary investment portfolio. Under a reverse repurchase agreement, we will effectively pledge our assets as collateral to secure a short-term loan. Generally, the other party to the agreement makes the loan in an amount equal to a percentage of the fair value of the pledged collateral. At the maturity of the reverse repurchase agreement, we will be required to repay the loan and correspondingly receive back our collateral. While used as collateral, the assets continue to pay principal and interest which are for the benefit of us. Our use of reverse repurchase agreements, if any, involves many of the same risks involved in our use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that we have sold but remain obligated to purchase. In addition, there is a risk that the market value of the securities retained by us may decline. If a buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experience insolvency, we may be adversely affected. Also, in entering into reverse repurchase agreements, we would bear the risk of loss to the extent that the proceeds of such agreements at settlement are less than the fair value of the underlying securities being pledged. In addition, due to the interest costs associated with reverse repurchase agreements, our net asset value will decline, and, in some cases, we may be worse off than if we had not used such agreements.
We may be subject to risks associated with any collateralized loan obligations, or CLOs, we enter into to finance our investments.
We may enter into CLOs through a direct or indirect subsidiary of ours (any such subsidiary, an “MS Issuer”). As a result of these CLOs, we would be subject to a variety of risks, including those set forth below. We use the term “CLO” to describe a form of secured borrowing under which an operating company (sometimes referred to as an “originator” or “sponsor”) acquires or originates mortgages, receivables, loans or other assets that earn income, whether on a one-time or recurring basis (collectively, “income producing assets”), and borrows money on a non-recourse basis against a legally separate pool of loans or other income producing assets. In a typical CLO, the originator transfers the loans or income producing assets to a single-purpose, bankruptcy-remote subsidiary (also referred to as a “special purpose entity”), which is established solely for the purpose of holding loans and income producing assets and issuing debt secured by these income producing assets. The special purpose entity completes the borrowing through the issuance of notes secured by the loans or other assets. The special purpose entity may issue the notes in the capital markets
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to a variety of investors, including banks, non-bank financial institutions and other investors. In the CLOs, we would expect institutional investors to purchase the notes issued by an MS Issuer in a private placement, while we would retain the equity interest in the CLOs and consolidate the assets and liabilities of the CLOs on our balance sheet.
If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy.
As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. See “Item 1. Business—Regulation as a Business Development Company—Qualifying Assets.”
In the future, we believe that most of our investments will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, 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 inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations and cash flows.
Failure to qualify as a BDC would decrease our operating flexibility.
If we do not maintain our status as a BDC, we would be subject to regulation as a registered closed-end investment company under the 1940 Act. As a registered closed-end investment company, we would be subject to substantially more regulatory restrictions under the 1940 Act which would significantly decrease our operating flexibility.
The majority of our portfolio investments are recorded at fair value as determined in good faith by our Valuation Designee, under the supervision of our Board of Directors and, as a result, there may be uncertainty as to the value of our portfolio investments.
The majority of our portfolio investments take the form of securities for which no market quotations are readily available. The fair value of securities and other investments that are not publicly traded may not be readily determinable, and we value these securities at fair value as determined in good faith by our Board of Directors, including to reflect significant events affecting the value of our securities. As discussed in more detail under “Note 5. Fair Value Measurements” in the notes to our consolidated financial statements, most, if not all, of our investments (other than cash and cash equivalents) are classified as Level 3 under ASC Topic 820, Fair Value Measurements (“ASC 820”). This means that our portfolio valuations are based on unobservable inputs and our Valuation Designee’s (as defined below) assumptions about how market participants would price the asset or liability in question. Inputs into the determination of fair value of our portfolio investments require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which may 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 Board of Directors has delegated to the Adviser as a valuation designee, or the Valuation Designee, the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors. The participation of the Adviser’s investment professionals in our valuation process could result in a conflict of interest as the Adviser’s base management fee is based, in part, on our average gross assets and our incentive fees will be based, in part, on unrealized losses.
We have retained the services of independent service providers to review the valuation of these securities. The valuation of all or a portion of our portfolio investments for which a market quote is not readily available will be reviewed by an independent valuation firm at least quarterly or more often as determined by the Valuation Designee or the Board. The types of factors that our Valuation Designee, under the supervision of our Board of Directors may take into account in determining the fair value of our investments generally include, as appropriate, comparison to publicly traded securities, including such factors as yield, maturity and measures of credit quality, 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 other relevant factors. Because such valuations, and in particular, the valuations of private securities and private companies, are inherently uncertain, they 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. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.
We adjust quarterly (or as otherwise may be required by the 1940 Act in connection with the issuance of shares of our Common Stock) the valuation of our portfolio to reflect our Board of Directors’ approval of the fair value of each investment in our portfolio, as
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determined by the Valuation Designee. Any changes in fair value are recorded in the aggregate in our consolidated statement of operations as a net change in unrealized appreciation or depreciation.
Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, and we may temporarily deviate from our regular investment strategy.
Our Board of Directors has the authority, except as otherwise provided in the 1940 Act, to modify or waive our investment objective and certain of our operating policies and strategies without prior notice and without stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current investment objective, operating policies and strategies would have on our business, operating results and the value of our Common Stock. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions.
Provisions of the Delaware General Corporation Law, as amended, or the DGCL, and of our Certificate of Incorporation and bylaws could deter takeover attempts and have an adverse effect on the price of shares of Common Stock.
The DGCL contains provisions that may discourage, delay or make more difficult a change in control of us or the removal of our directors. Our certificate of incorporation and bylaws contain provisions that limit liability and provide for indemnification of our directors and officers. These provisions and others which we may adopt also may have the effect of deterring hostile takeovers or delaying changes in control or management. We are subject to Section 203 of the DGCL, the application of which is subject to any applicable requirements of the 1940 Act. This section generally prohibits us from engaging in mergers and other business combinations with stockholders that beneficially own 15% or more of our voting stock, either individually or together with their affiliates, unless our directors or stockholders approve the business combination in the prescribed manner. Our Board of Directors has adopted a resolution exempting from Section 203 of the DGCL any business combination between us and any other person, subject to prior approval of such business combination by our Board of Directors, including approval by a majority of our Independent Directors. If our Board of Directors later repeals such resolution exempting business combinations, or if our Board of Directors does not approve a business combination, Section 203 of the DGCL may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer.
We have also adopted measures that may make it difficult for a third party to obtain control of us, including provisions of our certificate of incorporation that classify our Board of Directors in three classes serving staggered three-year terms, and provisions of our certificate of incorporation authorizing our Board of Directors to classify or reclassify shares of our preferred stock in one or more classes or series, to cause the issuance of additional shares of our Common Stock, and to amend our certificate of incorporation, without stockholder approval, to increase or decrease the number of shares of Common Stock that we have authority to issue. These provisions, as well as other provisions we have adopted in our certificate of incorporation and bylaws, may delay, defer or prevent a transaction or a change in control in circumstances that could give our stockholders the opportunity to realize a premium of the net asset value of shares of our Common Stock.
The Adviser can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
The Adviser has the right to resign under the Investment Advisory Agreement at any time upon not less than 60 days’ written notice, whether we have found a replacement or not. If the 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 we are unable to do so quickly, our operations are likely to experience a disruption, our business, financial condition, results of operations and cash flows as well as our ability to pay distributions are likely to be adversely affected and the value of our shares may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Adviser and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.
The Administrator can resign on 60 days’ notice, and we may not be able to find a suitable replacement, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
The Administrator has the right to resign under the Administration Agreement at any time upon not less than 60 days’ written notice, whether we have found a replacement or not. If the Administrator resigns, we may not be able 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 we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the value of our shares may decline. 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 we are able to retain a comparable service provider or individuals to perform such services, whether internal or external, their integration into our
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business and lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.
We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer and our portfolio may be concentrated in a limited number of industries.
We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Additionally, our portfolio may be concentrated in a limited number of industries and a downturn in any particular industry in which we are invested could significantly impact the aggregate returns we realize.
To the extent that we assume large positions in the securities of a small number of issuers or our portfolio is concentrated in a limited number of industries, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer or particular industry. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our asset diversification requirements as a RIC under the Code, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies. Although we are classified as a non-diversified investment company within the meaning of the 1940 Act, we maintain the flexibility to operate as a diversified investment company. To the extent that we operate as a non-diversified investment company, we may be subject to greater risk.
We may be subject to risks associated with our investments in the software industry.
We could invest in portfolio companies in the software industry and a downturn in the industry could significantly impact the aggregate returns we realize on such investments. For example, portfolio companies in the software industry are subject to a number of risks. The revenue, income (or losses) and valuations of software and other technology-related companies can and often do fluctuate suddenly and dramatically. In addition, because of rapid technological change, the average selling prices of software products have historically decreased over their productive lives. As a result, the average selling prices of software offered by our portfolio companies may decrease over time, which could adversely affect their operating results and, correspondingly, the value of any securities that we may hold. Additionally, companies operating in the software industry are subject to vigorous competition, changing technology, changing client and end-consumer needs, evolving industry standards and frequent introductions of new products and services. Our portfolio companies in the software industry could compete with companies that are larger and could be engaged in a greater range of businesses or have greater financial, technical, sales or other resources than our portfolio companies do. Our portfolio companies could lose market share if their competitors introduce or acquire new products that compete with their software and related services or add new features to existing products. Any deterioration in the results of our portfolio companies due to competition or otherwise could, in turn, materially adversely affect our business, financial condition and results of operations.
Laws and regulations regulating insurance activities are complex and could negatively affect the business of our portfolio companies in the insurance services industry, which could reduce their profitability and potentially limit their growth.
We could invest in portfolio companies in the insurance services industry and a downturn in the industry could significantly impact the aggregate returns we realize on such investments. For example, the insurance industry in the United States is heavily regulated, and the insurance regulatory framework addresses, among other things: (i) granting licenses to companies and agents to transact particular business activities and (ii) regulating trade, marketing, compensation, and claims practices. Certain of our portfolio companies may be subject to laws and regulations applicable to insurance brokers and to the authority of the insurance regulators in their respective jurisdictions of operation. The cost of compliance with such regulations or any non-compliance could impose material costs on our portfolio companies and negatively affect their business, marketing practices, and budgets. Any of these factors could affect our portfolio company investments and, in turn, materially adversely affect our business, financial condition and results of operations.
Furthermore, the laws and regulations governing the sale of insurance may change in ways that adversely impact the business of our portfolio companies. These changes could impact the manner in which our portfolio companies are permitted to conduct their businesses and could result in increased expenses and/or decreased revenues as well as negatively affect their marketing practices, budgets, and overall level of business, which could adversely impact our business, financial condition, operating results and cash flows.
The liability of each of the Adviser and the Administrator is limited, and we have agreed to indemnify each against certain liabilities, which may lead them to act in a riskier manner on our behalf than each would when acting for its own account.
Under the Investment Advisory Agreement, the Adviser does not assume any responsibility to us other than to render the services called for under that agreement, and it is not responsible for any action of our Board of Directors in following or declining to follow the Adviser’s advice or recommendations. Under the terms of the Investment Advisory Agreement, the Adviser, its directors, trustees, officers, stockholders or members (and their stockholders or members, including the owners of their stockholders or members), agents, employees, any person controlling or controlled by the Adviser, any other person affiliated with the Adviser and any other person or entity acting on behalf of the Adviser are not liable to us or any stockholders for acts or omissions performed by the Adviser in accordance with any of its duties or obligations under the Investment Advisory Agreement or otherwise as investment adviser of the
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Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services), except where attributable to the willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s obligations or duties or by reason of reckless disregard of the Adviser’s duties or obligations under the Investment Advisory Agreement. In addition, we have agreed to indemnify the Adviser and each of its directors, trustees, officers, stockholders or members (and their stockholders or members, including the owners of their stockholders or members), agents, employees, any person controlling or controlled by the Adviser, any other person affiliated with the Adviser and any other person or entity acting on behalf of the Adviser from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with the performance of such person’s duties or obligations under the Investment Advisory Agreement or otherwise as an investment adviser to the Company, except where primarily attributable to the willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of reckless disregard of the Adviser’s obligations or duties under the Investment Advisory Agreement, subject to the provisions of the Company’s organizational documents, the 1940 Act, the laws of the State of New York.
Under the Administration Agreement, the Administrator and certain specified parties providing administrative services pursuant to that agreement are not liable to us or our stockholders for, and we have agreed to indemnify them for, any claims or losses arising out of the good faith performance of their duties or obligations under the Administration Agreement, except where primarily attributable to the willful misfeasance, bad faith or gross negligence or by reason of reckless disregard of the Administrator’s duties under the Administration Agreement, subject to the provisions of the 1940 Act. These protections may lead the Adviser or the Administrator to act in a riskier manner when acting on our behalf than it would when acting for its own account.
Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.
In November 2020, the SEC adopted a revised version of Rule 18f-4, which is designed to modernize the regulation of the use of derivatives by registered investment companies and BDCs. Among other things, Rule 18f-4 requires BDCs that use derivatives to be subject to a value-at-risk leverage limit and requires the adoption and implementation of a derivatives risk management program that is reasonably designed to identify, assess and manage its derivatives transaction trading risk, subject to certain exceptions. Additionally, subject to certain conditions, funds that do not invest heavily in derivatives may be deemed limited derivatives users and would not be subject to the full requirements of Rule 18f-4. The Company intends to operate under the limited derivatives user exemption of Rule 18f-4 and has adopted written policies and procedures reasonably designed to manage the Company’s derivatives risk pursuant to Rule 18f-4. In connection with the adoption of Rule 18f-4, the SEC also eliminated the asset segregation and cover framework arising from prior SEC guidance for covering derivatives and certain financial instruments. Compliance with Rule 18f-4 has been required since August 2022. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.
Risks Relating to Our Investments
Limitations of investment due diligence expose us to investment risk.
Our due diligence may not reveal all of a portfolio company’s liabilities and may not reveal other weaknesses in its business. We can offer no assurance that our due diligence processes will uncover all relevant facts that would be material to an investment decision. Before making an investment in, or a loan to, a company, our Adviser will assess the strength and skills of the company’s management and other factors that it believes are material to the performance of the investment.
In making the assessment and otherwise conducting customary due diligence, our Adviser will rely on the resources available to it and, in some cases, an investigation by third parties. This process is particularly important and highly subjective with respect to newly organized entities because there may be little or no information publicly available about the entities.
We may make investments in, or loans to, companies which are not subject to public company reporting requirements including requirements regarding preparation of financial statements and our portfolio companies may utilize divergent reporting standards that may make it difficult for the Adviser to accurately assess the prior performance of a portfolio company. We will, therefore, depend upon the compliance by investment companies with their contractual reporting obligations. As a result, the evaluation of potential investments and our ability to perform due diligence on, and effectively monitor investments, may be impeded, and we may not realize the returns which we expect on any particular investment. In the event of fraud by any company in which we invest or with respect to which we make a loan, we may suffer a partial or total loss of the amounts invested in that company.
Our debt investments may be risky and we could lose all or part of our investments.
The debt instruments in which we invest are typically not rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB–” by Fitch Ratings or lower than “BBB–” by Standard & Poor’s Ratings Services), which under the guidelines established by these entities is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Therefore, our investments may result in an above average amount of risk and volatility or loss of principal.
Defaults by our portfolio companies will harm our operating results.
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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 debt financing 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 managerial assistance to the borrower.
We may experience fluctuations in our quarterly operating results.
We could experience fluctuations in our quarterly operating results due to a number of factors, including the interest rate payable on the debt securities we acquire, the default rate on such securities, the number and size of investments we originate or acquire, 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 our markets and general economic conditions. In light of these factors, results for any period should not be relied upon as being indicative of our performance in future periods.
Economic recessions or downturns could impair our portfolio companies and defaults by our portfolio companies will harm our operating results.
Many of our portfolio companies are susceptible to economic slowdowns or recessions and may be unable to repay our loans 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 may decrease the value of collateral securing some of our loans 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 our investments and harm our operating results. For more information, see “—We are operating in a period of capital markets volatility and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have negative impact on our business and operations.”
Inflation could adversely impact our portfolio companies and our results of our operations.
Certain of our portfolio companies are in industries that could be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay distributions on our equity investments and/or interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net increase (decrease) in net assets resulting from operations.
We may hold the debt securities of distressed companies that may enter into bankruptcy proceedings.
Companies that are financially distressed due to leverage or other factors may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by an issuer may adversely and permanently affect the issuer. If the proceeding is converted to a liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs of a bankruptcy proceeding are frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.
Depending on the facts and circumstances of our investments and the extent of our involvement in the management of a portfolio company, upon the bankruptcy of a portfolio company, a bankruptcy court may recharacterize our debt investments as equity interests and subordinate all or a portion of our claim to that of other creditors. This could occur even though we may have structured our investment as senior debt.
Our investments in private middle-market portfolio companies are risky, and you could lose all or part of your investment.
Investments in private middle-market companies involve a number of significant risks. Generally, little public information exists about these companies, and we rely on the ability of the Adviser’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. Further, these companies may not have third-party debt ratings or audited financial statements. We must therefore rely solely on the ability of the Adviser to obtain adequate information through due diligence
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to evaluate the creditworthiness and potential returns from investing in these companies, which information may not include all information or resources which may be available from other areas of Morgan Stanley. If the Adviser is unable to uncover all material information about these companies, it may not make a fully informed investment decision, and we may lose money on our investments. Middle-market companies generally have less predictable operating results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. Middle-market companies may have limited financial resources, may have difficulty accessing the capital markets to meet future capital needs and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with our investment. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, middle-market companies 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. Middle-market companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. In addition, our executive officers, directors and the Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments.
Subordinated liens on collateral securing debt investments that we will make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
Certain debt investments that we make in portfolio companies will be secured on a second priority basis by the same collateral securing senior debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the debt. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the debt obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the debt obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any. Similarly, investments in “last out” pieces of tranched first lien loans will be similar to second lien loans in that such investments will be junior in priority to the “first out” piece of the same tranched loan with respect to payment of principal, interest and other amounts.
We may also make unsecured debt investments in portfolio companies, meaning that such investments will not benefit from any interest in collateral of such companies. Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured debt agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured debt obligations after payment in full of all secured debt obligations. If such proceeds were not sufficient to repay the outstanding secured debt obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.
The rights we may have with respect to the collateral securing the debt investments we make in our portfolio companies with senior debt outstanding, or first-out pieces of tranched first lien debt, may also be limited pursuant to the terms of one or more inter-creditor agreements that we enter into with the holders of senior debt. Under such an inter-creditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights are adversely affected.
Our investments in securities or assets of publicly traded companies are subject to the risks inherent in investing in public companies.
We may invest a portion of our portfolio in publicly traded companies. In such investments, it is not expected that we will be able to negotiate additional financial covenants or other contractual rights, which we might otherwise be able to obtain in making privately negotiated investments. Moreover, we may not have the same access to information in connection with investments in public companies, either when investigating a potential investment or after making an investment, as compared to privately negotiated investments. Furthermore, we may be limited in our ability to make investments and to sell existing investments in public securities because Morgan Stanley may be deemed to have material, non-public information regarding the issuers of those securities or as a
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result of other internal policies. The inability to sell public securities in these circumstances could materially adversely affect our investment results. In addition, an investment may be sold by us to a public company where the consideration received is a combination of cash and stock of the public company, which may, depending on the securities laws of the relevant jurisdiction, be subject to lock-up periods.
Covenant-lite loans may expose us to different risks, including with respect to liquidity, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.
Certain loans in our portfolio may consist of “covenant-lite” loans. Generally, covenant-lite loans permit borrowers more opportunity to negatively impact lenders because such loans may not require the borrower to maintain debt service or other financial ratios and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Accordingly, to the extent we invest in covenant-lite loans, we may have less protection from borrower actions and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. Ownership of covenant-lite loans may expose us to different risks, including with respect to liquidity, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants. As of December 31, 2024, approximately 35% of our portfolio, measured as percent of gross commitments, is in loans that are considered “covenant-lite.”
The lack of liquidity in our investments may adversely affect our business.
Our investments are illiquid in most cases, and we can offer no assurance that we will be able to realize on such investments in a timely manner. A substantial portion of our investments in leveraged companies are and will be subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, the Adviser or any of its affiliates have material nonpublic information regarding such portfolio company.
In addition, we generally expect to invest in securities, instruments and assets that are not, and are not expected to become, publicly traded. We will generally not be able to sell securities publicly unless the sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available.
Investments may be illiquid and long-term. Illiquidity may result from the absence of an established or liquid market for investments as well as legal and contractual restrictions on their resale by us. It is generally expected that we will hold assets to maturity, and the amount of “discretionary sales” of investments generally will be limited. Our investment in illiquid investments may restrict its ability to dispose of investments in a timely fashion and for a fair price. Furthermore, we likely will be limited in our ability to sell investments because Morgan Stanley may have material, non-public information regarding the issuers of such loans or investments or as a result of measures established by Morgan Stanley in order to comply with applicable law, regulatory restrictions or internal policies or procedures, including without limitation joint transaction restrictions pursuant to the 1940 Act. This limited ability to sell investments could materially adversely affect our investment results. As a result, our exposure to losses, including a potential loss of principal, as a result of which you could potentially lose all or a portion of your investment in us, may be increased due to the illiquidity of our investments generally.
In certain cases, we may also be prohibited by contract from selling our investments for a period of time or otherwise be restricted from disposing of our investments. Furthermore, certain types of investments expected to be made may require a substantial length of time to realize a return or fully liquidate. We may exit some investments through distributions in kind to the stockholders, after which such you will still bear the risks associated with holding the securities and must make your own disposition decisions.
Given the nature of the investments contemplated by the Company, there is a material risk that we will be unable to realize our investment objectives by sale or other disposition at attractive prices or will otherwise be unable to complete any exit strategy. In particular, this risk could arise from changes in the financial condition or prospects of the portfolio company in which the investment is made, changes in national or international economic conditions, changes in debt and equity capital markets and changes in laws, regulations, fiscal policies or political conditions of countries in which investments are made.
In connection with the disposition of an investment in a portfolio company, we may be required to make representations about the business and financial affairs of the portfolio company, or may be responsible for the contents of disclosure documents under applicable securities laws. We may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be incorrect, inaccurate or misleading. These arrangements may result in contingent liabilities, for which we may establish reserves or escrows. However, we can offer no assurance that we will adequately reserve for our contingent liabilities and that such liabilities will not have an adverse effect on us. Such contingent liabilities might ultimately have to be funded by proceeds, including the return of capital, from our other investments.
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.
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As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by our Valuation Designee, under the supervision of our Board of Directors. As part of the valuation process, we 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 the 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
the 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 equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. We 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. Any unrealized losses in our portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected loans. Depending on market conditions, we could incur substantial realized losses and ultimately experience reductions of our income available for distribution in future periods. We may also 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. In addition, decreases in the market value or fair value of our investments will reduce our net asset value.
Our investments in OID and PIK instruments may expose us to investment risk.
To the extent that we invest in OID or PIK instruments and the accretion of OID or PIK interest income constitutes a portion of our income, we will be exposed to risks associated with the requirement to include such non-cash income in taxable and accounting income prior to receipt of cash, including the following:
the interest rates on PIK loans are higher to reflect the time-value of money on deferred interest payments and the higher credit risk of borrowers who may need to defer interest payments, and PIK instruments generally represent a significantly higher credit risk than coupon loans;
OID and PIK instruments may have unreliable valuations because the accruals require judgments about ultimate collectability of the deferred payments and the value of any associated collateral;
an election to defer PIK interest payments by adding them to the principal on such instruments increases our future investment income which increases our net assets and, as such, increases the Adviser’s future management fees which, thus, increases the Adviser’s future income incentive fees at a compounding rate;
market prices of OID and PIK instruments and other zero-coupon instruments are affected to a greater extent by interest rate changes, and may be more volatile than instruments that pay interest periodically in cash. While PIK instruments are usually less volatile than zero-coupon debt instruments, PIK instruments are generally 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;
even if the conditions for income accrual under GAAP are satisfied, a borrower could still default when actual payment is due upon the maturity of such loan
for accounting purposes, cash distributions to investors representing OID income do not come from paid-in capital, although they may be paid from the offering proceeds. Thus, although a distribution of OID income may come from the cash invested by investors, the 1940 Act does not require that investors be given notice of this fact;
the required recognition of OID or PIK interest for U.S. federal income tax purposes may have a negative impact on liquidity, as it represents a non-cash component of our investment company taxable income that may require cash distributions to shareholders in order to maintain our ability to maintain tax treatment as a RIC for U.S. federal income tax purposes; and
OID may create a risk of non-refundable cash payments to the Adviser based on non-cash accruals that may never be realized.
Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity, and rising interest rates may make it more difficult for portfolio companies to make periodic payments on their loans.
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Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity. This risk and the risk of default is increased to the extent that the loan documents do not require the portfolio companies to pay down the outstanding principal of such debt prior to maturity. In addition, if general interest rates rise, there is a risk that our portfolio companies will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. Any failure of one or more portfolio companies to repay or refinance its debt at or prior to maturity or the inability of one or more portfolio companies to make ongoing payments following an increase in contractual interest rates could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our portfolio companies may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected yields.
The loans in our investment portfolio may be prepaid at any time, generally with little advance notice. Whether a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that allow such company the ability to replace existing financing with less expensive capital. As market conditions change, we do not know when, and if, prepayment may be possible for each portfolio company. In some cases, the prepayment of a loan may reduce our achievable yield if the capital returned cannot be invested in transactions with equal or greater expected yields, which could have a material adverse effect on our business, financial condition and results of operations.
Our investments in portfolio companies may expose us to environmental risks.
We may invest in portfolio entities that are subject to changing and increasingly stringent environmental and health and safety laws, regulations and permit requirements and environmental costs that could place increasing financial burdens on such portfolio entities. Required expenditures for environmental compliance may adversely impact investment returns on portfolio entities. The imposition of new environmental and other laws, regulations and initiatives could adversely affect the business operations and financial stability of portfolio entities.
There can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on portfolio investment or potential investments. Compliance with such current or future environmental requirements does not ensure that the operations of the portfolio investments will not cause injury to the environment or to people under all circumstances or that the portfolio investments will not be required to incur additional unforeseen environmental expenditures. Moreover, failure to comply with any such requirements could have a material adverse effect on an investment, and we can offer no assurance that the portfolio investments will at all times comply with all applicable environmental laws, regulations and permit requirements.
Additionally, our portfolio companies may be subject to certain so-called sustainability risks or ESG events or conditions that, if they occur, could cause an actual or potential material impact on the value of the Company, including, but not limited to, the following:

Climate change risks include both global warming driven by human emissions of greenhouse gases and the resulting large-scale shifts in weather patterns. Risks associated with climate change include transition risks (policy changes, reputational impacts and shifts in market preferences, norms and technology) and physical risk (physical impacts of climate change such as droughts, floods or thawing ground);
Natural resource risks including rising costs from resource scarcity or resource usage taxes and systemic risk from biodiversity loss;
Pollution and waste risks including liabilities associated with contamination and waste management costs;
Human capital risks include declining employee productivity, attrition and turnover costs, pandemics and supply chain reputational risks or disruption;
Community risks factors including loss of license to operate, operational disruptions caused by protests or boycotts and systematic inequality and instability;
Security and safety risks such as consumer security, data privacy and security; and
Other climate-related conditions and events that present risks related to the physical impacts of the climate and risks related to a potential transition to a lower carbon economy.
We have not yet identified all of the portfolio company investments we will acquire and we may have difficulty sourcing investment opportunities.
We have not yet identified all of the potential investments for our portfolio that we will acquire with the proceeds of any sales of our securities or repayments of investments currently in our portfolio, and we cannot assure investors that we will be able to locate a sufficient number of suitable investment opportunities to allow us to deploy all available capital successfully. Privately negotiated
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investments in loans and illiquid securities of private, middle-market companies require substantial due diligence and structuring, and we cannot assure you that we will achieve our anticipated investment pace. As a result, investors will be unable to evaluate any future portfolio company investments prior to purchasing our shares. The Adviser selects all of our investments, and our stockholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our securities. Until such appropriate investment opportunities can be found, we may also invest the net proceeds in cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment. We expect these temporary investments to earn yields substantially lower than the income that we expect to receive in respect of our targeted investment types. As a result, any distributions we make during this period may be substantially smaller than the distributions that we expect to pay when our portfolio is fully invested. To the extent we are unable to deploy all available capital, our investment income and, in turn, our results of operations, will likely be materially adversely affected. There is no assurance that we will be able to consummate investment transactions or that such transactions will be successful.
Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to:
increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;
exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or
preserve or enhance the value of our investment.
We have discretion to make follow-on investments, subject to the availability of capital resources and certain limitations on co-investment with affiliates under the 1940 Act. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful portfolio company. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because of regulatory or other considerations. Our ability to make follow-on investments may also be limited by the Adviser’s allocation policies and procedures.
Because we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.
To the extent that we do not hold controlling equity interests in portfolio companies, we will have a limited ability to protect our position in such portfolio companies. We may also co-invest with third parties through partnerships, joint ventures or other entities. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-investor may have economic or business interests or goals that are inconsistent with ours or may be in a position to take (or block) action in a manner contrary to our investment objective. In those circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to such investments, including incentive compensation arrangements. We do not currently intend to create or acquire primary control of any entity that primarily engaged in investment activities in securities or other assets, other than entities wholly owned by us.
We can offer no assurance that portfolio company management will be able to operate their companies in accordance with our expectations.
The day-to-day operations of each portfolio company in which we invest are the responsibility of that portfolio company’s management team. Although we are responsible for monitoring the performance of each investment and generally intend to invest in portfolio companies operated by strong management, we can offer no assurance that the existing management team, or any successor, will be able to operate any such portfolio company in accordance with our expectations. We can offer no assurance that a portfolio company will be successful in retaining key members of its management team, the loss of whom could have a material adverse effect on us. Although we generally intend to invest in companies with strong management teams and defensible market positions, we can offer no assurance that the existing management of such companies will continue to operate a company successfully.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and such portfolio companies may not generate sufficient cash flow to service their debt obligations to us.
We may invest a portion of our capital in second lien and subordinated loans issued by our portfolio companies. Our portfolio companies may have, or be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. Such subordinated investments are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the securities in which we invest. These debt instruments would usually prohibit the portfolio companies from paying
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interest on or repaying our investments in the event of and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us where we are junior creditor. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. Similarly, investments in “last out” pieces of tranched first lien loans will be similar to second lien loans in that such investments will be junior in priority to the “first out” piece of the same tranched first lien loan with respect to payment of principal, interest and other amounts. We can offer no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens or the “last out” pieces of the tranched first lien loans after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens or the “last out” pieces of unitranche loans, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.
We may make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. Liens on a portfolio company’s collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all loans secured by collateral. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.
The rights we may have with respect to the collateral securing any junior priority loans, including any “last out” pieces of tranched first lien loans, we make to our portfolio companies may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into (or the absence of an intercreditor agreement) with the holders of senior debt. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens:
the ability to cause the commencement of enforcement proceedings against the collateral;
the ability to control the conduct of such proceedings;
the approval of amendments to collateral documents;
releases of liens on the collateral; and
waivers of past defaults under collateral documents.
We may not have the ability to control or direct such actions, even if our rights as junior lenders are adversely affected.
We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient.
In the event of a default by a portfolio company on a secured loan, we will only have recourse to the assets collateralizing the loan. If the underlying collateral value is less than the loan amount, we will suffer a loss. In addition, we may make loans that are unsecured, which are subject to the risk that other lenders may be directly secured by the assets of the portfolio company. In the event of a default, those collateralized lenders would have priority over us with respect to the proceeds of a sale of the underlying assets. In cases described above, we may lack control over the underlying asset collateralizing our loan or the underlying assets of the portfolio company prior to a default, and as a result the value of the collateral may be reduced by acts or omissions by owners or managers of the assets.
In the event of bankruptcy of a portfolio company, we may not have full recourse to its assets in order to satisfy our loan, or our loan may be subject to “equitable subordination.” This means that depending on the facts and circumstances, including the extent to which we actually provided significant “managerial assistance,” if any, to that portfolio company, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to that of other creditors. In addition, certain of our loans are subordinate
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to other debt of the portfolio company. If a portfolio company defaults on our loan or on debt senior to our loan, or in the event of a portfolio company bankruptcy, our loan will be satisfied only after the senior debt receives payment. Where debt senior to our loan exists, the presence of inter-creditor arrangements may limit our ability to amend our loan documents, assign our loans, accept prepayments, exercise our remedies (through “standstill” periods) and control decisions made in bankruptcy proceedings relating to the portfolio company. Bankruptcy and portfolio company litigation can significantly increase collection losses and the time needed for us to acquire the underlying collateral in the event of a default, during which time the collateral may decline in value, causing us to suffer losses.
If the value of collateral underlying our loan declines or interest rates increase during the term of our loan, a portfolio company may not be able to obtain the necessary funds to repay our loan at maturity through refinancing. Decreasing collateral value and/or increasing interest rates may hinder a portfolio company’s ability to refinance our loan because the underlying collateral cannot satisfy the debt service coverage requirements necessary to obtain new financing. If a borrower is unable to repay our loan at maturity, we could suffer a loss which may adversely impact our financial performance.
We may be subject to risks under hedging transactions and may become subject to risks if we invest in foreign securities.
We may invest in non-U.S. companies, to the limited extent such investments are permitted under the 1940 Act. We expect that these investments would focus on the same types of investments that we make in U.S. middle-market companies. Investing in securities of non-U.S. companies involves many risks including economic, social, political, financial, tax and security conditions, potential inflationary economic environments, regulation by foreign governments, different accounting standards and political uncertainties. These factors could include changes in economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to the non-U.S. company or investments in their securities and the possibility of fluctuations in the rate of exchange between currencies.
We may engage in hedging transactions to the limited extent such transactions are permitted under the 1940 Act and applicable commodities laws. Engaging in hedging transactions or investing in foreign securities would entail additional risks to our stockholders. We could, for example, use instruments such as interest rate swaps, caps, collars and floors and, if we were to invest in foreign securities, we could use instruments such as forward contracts or currency options and borrow under a credit facility in currencies selected to minimize our foreign currency exposure. In each such case, 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. Such 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. Use of a hedging transaction could involve counterparty credit risk. The success of any hedging transactions we may enter into will depend on our ability to correctly predict movements in currencies and interest rates. Therefore, while we may enter into hedging 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 (or be able to) establish a perfect correlation between the hedging instruments and the portfolio holdings being hedged. Any such 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 is likely to fluctuate as a result of factors not related to currency fluctuations. Our ability to engage in hedging transactions may also be adversely affected by rules adopted by the CFTC.
We may not realize gains from our equity investments.
When we invest in unitranche, second lien and subordinated loans, we may acquire warrants or other equity securities of portfolio companies as well. We may also invest in equity securities directly. To the extent we hold equity investments, we will seek to dispose of them and realize gains upon our disposition of them. However, the equity interests we receive may not appreciate in value and may decline in value. As a result, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.
We may be subject to risks to the extent we provide managerial assistance to our portfolio companies.
To the extent we participate substantially in the conduct of the management of certain of our portfolio companies, such as designating directors to serve on the boards of directors of certain portfolio companies, such designation of representatives and other measures contemplated could expose our assets to claims by a portfolio company in which we invest, its security-holders and its creditors, including claims that we are a controlling person and thus are liable for securities laws violations of a portfolio company. These measures also could result in certain liabilities in the event of the bankruptcy or reorganization of a portfolio company, could result in claims against us if a designated director violates their fiduciary or other duties to a portfolio company or fail to exercise appropriate
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levels of care under applicable corporate or securities laws, environmental laws or other legal principles, and could expose us to claims that we have interfered in management to the detriment of a portfolio company.
Risks Relating to an Investment in our Securities
Investing in our Common Stock may involve an above average degree of risk.
The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our shares may not be suitable for someone with lower risk tolerance. In addition, our Common Stock is intended for long-term investors who can accept the risks of investing primarily in illiquid loans and other debt or debt-like instruments and should not be treated as a trading vehicle.
We cannot assure you that the market price of our Common Stock will not decline below our net asset value. The market price of our Common Stock may be volatile and may fluctuate significantly.
We currently list our Common Stock on the NYSE under the symbol “MSDL.” We cannot assure you that the trading market can be sustained. In addition, we cannot predict the prices at which our Common Stock will trade. Shares of closed-end investment companies, including BDCs, frequently trade at a discount from their net asset value and our shares may also be discounted in the market. This characteristic of closed-end investment companies is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our Common Stock will trade at, above or below net asset value. The risk of loss associated with this characteristic of closed-end management investment companies may be greater for investors expecting to sell Common Stock purchased in the offering soon after the offering. In addition, if our Common Stock trades below its net asset value, we will generally not be able to sell additional Common Stock to the public at its market price without first obtaining the approval of a majority of our stockholders (including a majority of our unaffiliated stockholder) and our independent directors for such issuance.
The market price and liquidity of the market for our Common Stock that will prevail in the market after this offering may be higher or lower than the price you pay and may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

Significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;
Price and volume fluctuations in the overall stock market from time to time;
The inclusion or exclusion of our Common Stock from certain indices;
Changes in the value of our portfolio of investments and derivative instruments as a result of changes in market factors, such as interest rate shifts, and also portfolio specific performance, such as portfolio company defaults, among other reasons;
Changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;
Loss of RIC tax treatment or BDC status;
Distributions that exceed our net investment income and net income as reported according to the generally accepted accounting principles in the United States of America;
Changes in earnings or variations in operating results;
Changes in accounting guidelines governing valuation of our investments;
Any shortfall in revenue or net income or any increase in losses from levels expected by investors;
Departure of our Adviser or certain of its key personnel;
Inability of the Adviser to employ additional experienced investment professionals;
General economic trends and other external factors;
Escalation of tensions and conflicts in Europe and elsewhere, including in Ukraine and Russia, the Middle East, and disruptions in local, regional, national and global markets and economies affected thereby, including the potential for volatility in energy prices and its impact on the industries in which we invest;
Inflation, and its impact on our portfolio companies and on the industries in which we invest;
The impact of supply chain constraints on our portfolio companies and the global economy;
Loss of a major funding source;
The impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and
The economic and other impacts of disease outbreaks, pandemics, or any other serious public health concern in the United States as well as worldwide.

There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of capital.
We intend to make periodic distributions to our stockholders out of assets legally available for distribution. We may fund our cash distributions to stockholders from any sources of funds available to us, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or
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other distributions paid to us on account of preferred and common equity investments in portfolio companies and fee and expense reimbursement waivers from the Adviser or the Administrator, if any. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this report.
Due to the asset coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our ability to make distributions. To the extent we make distributions to stockholders that include a return of capital, such portion of the distribution essentially constitutes a return of the stockholder’s investment. Although such return of capital may not be taxable, such distributions may increase an investor’s tax liability for capital gains upon the future sale of our Common Stock. A return of capital distribution may cause a stockholder to recognize a capital gain from the sale of our Common Stock even if the stockholder sells its shares for less than the original purchase price.
Purchases of our Common Stock by us under the Company 10b5-1 Plan may result in the price of our Common Stock being higher than the price might otherwise exist in the open market.
Whether purchases will be made under the Company 10b5-1 Plan and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict. These activities may have the effect of maintaining the market price of our Common Stock or retarding a decline in the market price of the Common Stock, and, as a result, the price of our Common Stock may be higher than the price that otherwise might exist in the open market.
Purchases of our Common Stock by us under the Company 10b5-1 Plan may result in dilution to our net asset value per share.
The Company 10b5-1 Plan is intended to require Wells Fargo Securities, LLC, as our agent, to repurchase our Common Stock on our behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by us to any previously announced net asset value per share, including any distributions declared). Under the Company 10b5-1 Plan, the agent will increase the volume of purchases made as the price of our Common Stock declines, subject to volume restrictions.
Because purchases under the Company 10b5-1 Plan will be made beginning at any price below our most recently reported net asset value per share, if our net asset value per share as of the end of a quarter is lower than the net asset per share as of the end of the prior quarter, purchases under the Company 10b5-1 Plan during the period from the end of a quarter to the time of our earnings release announcing the new net asset value per share for that quarter may result in dilution to our net asset value per share. This dilution would occur because we would repurchase Common Stock under the Company 10b5-1 Plan at a price above the net asset value per share as of the end of the most recent quarter end, which would cause a proportionately smaller increase in our stockholders’ interest in our earnings and assets and their voting interest in us than the decrease in our assets resulting from such repurchase. As a result of any such dilution, our market price per share may decline. The actual dilutive effect will depend on the number of Common Stock that could be so repurchased, the price and the timing of any repurchases under the Company 10b5-1 Plan.
We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, or proceeds from any offering of securities, to fund dividends (which may reduce the amount of capital we ultimately invest in assets).
Stockholders should understand that any distributions made from sources other than cash flow from operations or relying on fee or expense reimbursement waivers, if any, from the Adviser of the Administrator are not based on our investment performance and can only be sustained if we achieve positive investment performance in future periods and/or the Adviser or the Administrator continues to make such expense reimbursements, if any. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, how quickly we invest the proceeds from any securities offerings and the performance of our investments. There can be no assurance that we will achieve such performance in order to sustain these distributions or be able to pay distributions at all. The Adviser and the Administrator have no obligation to waive fees or receipt of expense reimbursements, if any.
Sales of substantial amounts of our Common Stock in the public market, including shares of our Common Stock held by MS Credit Partners Holdings, may have an adverse effect on the market price of our Common Stock.
Sales of substantial amounts of our Common Stock, or the availability of such Common Stock for sale, could adversely affect the prevailing market prices for our Common Stock. If this occurs and continues, it could impair our ability to raise additional capital through the sale of securities should we desire to do so.
Our stockholders may experience dilution in their ownership percentage.
Our stockholders do not have preemptive rights to purchase any shares of our Common Stock we issue in the future. To the extent that we issue additional equity interests at or below net asset value your percentage ownership interest in us may be diluted. In addition, depending upon the terms and pricing of any future sales of Common Stock and the value of our investments, you may also experience dilution in the book value and fair value of your shares of Common Stock.
Under the 1940 Act, we generally are prohibited from issuing or selling shares of our Common Stock at a price below net asset value per share, which may be a disadvantage as compared with certain public companies. We may, however, sell shares of our Common Stock, or warrants, options, or rights to acquire shares of our Common Stock, at a price below the current net asset value of shares of
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our Common Stock if our Board of Directors determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders, including a majority of those stockholders that are not affiliated with us, 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 of Directors, closely approximates the fair value of such securities (less any distributing commission or discount). If we raise additional funds by issuing shares of our Common Stock or senior securities convertible into, or exchangeable for, shares of our Common Stock, then the percentage ownership of our stockholders at that time will decrease and you will experience dilution.
Our stockholders will experience dilution in their ownership percentage if they opt out of our DRIP.
We have an “opt out” DRIP (as defined below) pursuant to which stockholders will have their cash distributions automatically reinvested in additional shares of Common Stock unless they elect to receive their distributions in cash. As a result, our stockholders that “opt out” of our DRIP will experience dilution in their ownership percentage of our shares of Common Stock over time. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Distribution Reinvestment Plan.”
Our stockholders may receive shares of our Common Stock as dividends, which could result in adverse tax consequences to them.
In order to satisfy the Annual Distribution Requirement applicable to RICs, we will have the ability to declare a large portion of a dividend in shares of our Common Stock instead of in cash. Revenue procedures issued by the IRS, allow a publicly offered regulated investment company (as defined in the Code) to distribute its own stock as a dividend for the purpose of fulfilling its distribution requirements, if certain conditions are satisfied. As long as a portion of such dividend is paid in cash (which portion may be as low as 20% of such dividend) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in shares of our Common Stock.
We may in the future determine to issue preferred stock, which could adversely affect the value of shares of Common Stock.
The issuance of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could make an investment in shares of Common Stock less attractive. In addition, the dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take preference over any distributions or other payments to holders of Common Stock, and holders of preferred stock are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into shares of Common Stock). In addition, under the 1940 Act, preferred stock would constitute a “senior security” for purposes of the 150% asset coverage test.
Our stockholders may be subject to filing requirements under the Exchange Act as a result of an investment in us.
Because our Common Stock is registered under the Exchange Act, ownership information for any person who beneficially owns 5% or more of our Common Stock must be disclosed in a Schedule 13G 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. Although we will provide in our quarterly financial statements the amount of outstanding stock and the amount of the investor’s stock, the responsibility for determining the filing obligation and preparing the filing remains with the investor. In addition, owners of 10% or more of our Common Stock are subject to reporting obligations under Section 16(a) of the Exchange Act.
Our stockholders may be subject to the short-swing profits rules under the Exchange Act as a result of an investment in us.
Persons with the right to appoint a director or who hold 10% or more of a class of our shares may be subject to Section 16(b) of the Exchange Act, which recaptures for the benefit of the issuer profits from the purchase and sale of registered stock within a six-month period.
Holders of any preferred stock that we may issue will have the right to elect certain members of our Board of Directors and have class voting rights on certain matters.
The 1940 Act requires that holders of any preferred stock that we may issue must be entitled as a class to elect two directors at all times. In addition, in accordance with the 1940 Act and the terms of any preferred stock we may issue in the future, if distributions paid upon our preferred stock are unpaid in an amount equal to at least two years of distributions, the holders of our preferred stock will be entitled to elect a majority of our Board of Directors. Holders of our preferred stock may have the right to vote, including in the election of directors, in ways that may benefit their interests but not the interests of holders of our Common Stock.
Risks Related to the Notes
The Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we may incur. Additionally, the Notes are not guaranteed by Morgan Stanley.
The Notes are not secured by any of our assets or any of the assets of our subsidiaries. As a result, the Notes are effectively subordinated to any secured indebtedness we or our subsidiaries have outstanding or that we or our subsidiaries may incur in the future
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(or any indebtedness that is initially unsecured in respect of which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes.
The Notes are not obligations of Morgan Stanley nor are they guaranteed by Morgan Stanley and Morgan Stanley has no obligation to pay any amounts due on the Notes. The Company is not a subsidiary of or consolidated with Morgan Stanley. Furthermore, Morgan Stanley has no obligation, contractual or otherwise, to financially support us. Morgan Stanley has no history of financially supporting any of the MS BDCs on the MS Private Credit platform, even during periods of financial distress.
The Notes are subordinated structurally to the indebtedness and other liabilities of our subsidiaries.
The 2027 Notes and 2029 Notes are obligations exclusively of the Company and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the 2027 Notes or the 2029 Notes and the 2027 Notes and the 2029 Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Although the 2025 Notes are guaranteed by certain of our subsidiaries, the 2025 Notes are not secured by any of the assets of our subsidiaries and are effectively subordinated to any secured indebtedness our subsidiaries have outstanding or that our subsidiaries may incur in the future.
As of December 31, 2024, approximately $0.9 billion of the indebtedness required to be consolidated on our balance sheet was held through subsidiary financing vehicles and/or secured by assets of the Company and its subsidiaries. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors, including trade creditors, and holders of preferred stock, if any, of our subsidiaries will have priority over our claims (and therefore the claims of our creditors, including holders of the Notes) with respect to the assets of such subsidiaries. Even if we were recognized as a creditor of one or more of our subsidiaries, our claims (and therefore the claims of our creditors, including the Notes) would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Notes are subordinated structurally to all existing indebtedness and other liabilities of any of our subsidiaries and the 2027 Notes and 2029 Notes are subordinated structurally to all indebtedness of any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise. All of the existing indebtedness of our subsidiaries is structurally senior to the Notes. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the 2027 Notes and 2029 Notes.
A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Notes, if any, could cause the liquidity or market value of the Notes to decline significantly.
Our credit ratings are an internal assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Notes or other debt securities we may issue. Our credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed above on the market value of or trading market of our debt securities, if any. These credit ratings may not reflect the potential impact of risks relating to the structure or marketing of the Notes or an investment in other debt securities we may issue. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. We undertake no obligation to maintain our credit ratings or to advise any holders of the Notes of any changes in our credit ratings, except as may be required under the terms of any applicable indenture or other governing document, including the Note Purchase Agreement.
The Notes are rated by certain credit rating agencies. There can be no assurance that the respective credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by the applicable ratings agency if in its judgment future circumstances relating to the basis of the credit rating, such as adverse changes in our business, financial condition and results of operations, so warrant.
An increase in market interest rates could result in a decrease in the value of the Notes.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices, if any, or values of the Notes. In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. Consequently, if an investor purchases notes bearing interest at fixed rates and market interest rates increase, the market prices, if any, or values of those notes may decline. We cannot predict the future level of market interest rates.
The Indentures governing the 2027 Notes and 2029 Notes contain limited protection for holders of such notes.
The Indentures governing the 2027 Notes and the 2029 Notes offer limited protection to holders of the such notes. The terms of the Indentures do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on a holder’s investment in the 2027 Notes and 2029 Notes. In particular, the terms of the Indentures do not place any restrictions on our or our subsidiaries’ ability to:
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issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the 2027 Notes and 2029 Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the 2027 Notes and 2029 Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the 2027 Notes and 2029 Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the 2027 Notes and 2029 Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a)(1) and (2) of the 1940 Act or any successor provisions, as such obligations may be amended or superseded, giving effect to any exemptive relief granted to us by the SEC;
pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the 2027 Notes and 2029 Notes;
sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);
enter into transactions with affiliates;
create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
make investments; or
create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
In addition, the terms of the Indentures and the 2027 Notes and 2029 Notes do not protect holders of such notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow or liquidity other than certain events of default under the Indentures.
Our ability to recapitalize, incur additional debt and take a number of other actions are not limited by the terms of the 2027 Notes and 2029 Notes and may have important consequences for holders of such notes, including making it more difficult for us to satisfy our obligations with respect to such notes or negatively affecting the trading value of the 2027 Notes and 2029 Notes.
Other debt we issue or incur in the future could contain more protections for its holders than the Indentures, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the 2027 Notes and 2029 Notes. The Indentures do not place any restrictions on the operations of Morgan Stanley or its subsidiaries.
The optional redemption provision for the Notes may materially adversely affect the return on the Notes.
The Notes are redeemable in whole or in part upon certain conditions at any time or from time to time at our option. We may choose to redeem the Notes at times when prevailing interest rates are lower than the interest rate paid on the Notes. In this circumstance, a holder of the Notes may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the Notes being redeemed.
If an active trading market for the Unrestricted 2027 Notes and/or Unrestricted 2029 Notes does not develop or is not maintained, a noteholder may not be able to sell such notes.
The unrestricted 2027 Notes and unrestricted 2029 Notes have been registered for resale under the Securities Act. However, the restricted 2027 Notes, restricted 2029 Notes and the 2025 Notes have not been registered under the Securities Act and may only be offered or sold in transactions that are not subject to, or that are otherwise exempt from, the registration requirements of the Securities Act and applicable state securities laws or pursuant to an effective registration statement. Therefore, a holder of the restricted 2027 Notes, restricted 2029 Notes or the 2025 Notes may be required to bear the risk of its investment until the maturity, as applicable.
We cannot provide any assurances that an active trading market for any of the Notes will exist in the future or that holders will be able to sell their Notes. We do not currently intend to apply for listing of the Notes on any securities exchange or for quotation of the Notes on any automated dealer quotation system. Even if an active trading market does exist, the unrestricted 2027 Notes and unrestricted 2029 Notes may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, if any, general economic conditions, our financial condition, performance and prospects and other factors. To the extent an active trading market does not exist, the liquidity and trading price for the unrestricted 2027 Notes and unrestricted 2029 Notes may be harmed. Accordingly, a holder of the Notes may be required to bear the financial risk of an investment in the Notes for an indefinite period of time.
We may not be able to repurchase the Notes upon a Change of Control Repurchase Event.
We may not be able to repurchase the Notes upon a Change of Control Repurchase Event (as defined in the Indentures or the Note Purchase Agreement, as applicable) because we may not have sufficient funds. Upon a Change of Control Repurchase Event, holders
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of the Notes may require us to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Our failure to purchase such tendered Notes upon the occurrence of such Change of Control Repurchase Event would cause an event of default under the Indentures or the Note Purchase Agreement, as applicable, and a cross-default under the agreements governing certain of our other indebtedness, which may result in the acceleration of such indebtedness requiring us to repay that indebtedness immediately. If a Change of Control Repurchase Event were to occur, we may not have sufficient funds to repay any such accelerated indebtedness and/or to make the required repurchase of the Notes. For the avoidance of doubt, Morgan Stanley does not have any obligation to provide us with funding to repurchase the Notes upon a Change of Control Repurchase Event or otherwise.
General Risk Factors
We are operating in a period of capital markets volatility and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have a negative impact on our business and operations.
In addition to the factors described above, other factors described herein that may affect market, economic and geopolitical conditions, and thereby adversely affect the Company including, without limitation, economic slowdown in the United States and internationally, changes in interest rates and/or a lack of availability of credit in the United States and internationally, commodity price volatility and changes in law and/or regulation, and uncertainty regarding government and regulatory policy. Any future market disruptions and/or illiquidity could have an adverse effect on our business, financial condition, results of operations and cash flows, as well as the businesses of our portfolio companies, and the broader financial and credit markets. The full impact of any such risks is uncertain and difficult to predict.
Capital markets volatility and instability have also occurred in the past and may occur in the future. For example, from 2008 to 2009, the global capital markets were unstable as evidenced by the lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of major financial institutions. Despite actions of the U.S. federal government and various foreign governments, these events contributed to worsening general economic conditions that materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in particular. There have been more recent periods of volatility and there can be no assurance that adverse market conditions will not repeat themselves in the future. Furthermore, uncertainty between the United States and other countries with respect to trade policies, treaties and tariffs, among other factors, have caused volatility in the global markets, and we cannot assure you that these market conditions will not continue or worsen in the future. Terrorist acts, acts of war, natural disasters, or disease outbreaks, pandemics or other public health crises may cause periods of market instability and volatility and may disrupt the operations of us and our portfolio companies for extended periods of time.
Moreover, the re-appearance of market conditions similar to those experienced from 2008 through 2009 for any substantial length of time or worsened market conditions, including as a result of U.S. government shutdowns or the perceived creditworthiness of the United States, could make it difficult for us to borrow money or to extend the maturity of or refinance any indebtedness we may have under similar 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 any, may be at a higher cost and on less favorable terms and conditions than would currently be available. If we are unable to raise or refinance debt, stockholders may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies.
Given the periods of extreme volatility and dislocation in the capital markets from time to time, many BDCs have faced, and may in the future face, a challenging environment in which to raise or access capital. In addition, significant changes in the capital markets, including the extreme volatility and disruption over the past several years, has had, and may in the future have, a negative effect on asset valuations and on the potential for liquidity events. While most of our investments will not be publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through to maturity). As a result, volatility in the capital markets can adversely affect the valuations of our investments. Further, the illiquidity of our investments may make it difficult for us to sell such investments to access capital if required. As a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. In addition, a prolonged period of market illiquidity may cause us to reduce the volume of loans and debt securities we originate and/or fund and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial condition, results of operations and cash flows. An inability to raise or access capital could have a material adverse impact on our business, financial condition or results of operations.
New or modified laws or regulations governing our or Morgan Stanley’s operations may adversely affect our business.
We and certain of 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, may change from time to time, including as the result of interpretive guidance or other directives from the relevant government agencies charged with implementing those laws and regulations, and new laws, regulations and interpretations may also come into effect. For example, because a Morgan Stanley affiliate is acting as the Adviser and Morgan
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Stanley has a 5% or greater voting investment in us, we are subject to the certain federal banking and financial requirements, including the BHCA, regulations of the Federal Reserve, and certain provisions of the Dodd-Frank Act. See “Regulation as a Business Development Company — Bank Holding Company Act and Dodd Frank and Volcker Rule Disclosure.” Because we are controlled by Morgan Stanley for purposes of the BHCA, we must generally comply with the investment and activity restrictions applicable to Morgan Stanley under the BHCA. Such restrictions may place certain limitations on our ability to engage in activities or make investments in companies. For instance, the BHCA permits a BHC as well as any non-bank affiliate of such BHC, to make investment representing less than 5% of any class of voting shares of another company so long as that investment is otherwise non-controlling under the BHCA. The BHCA also permits well-capitalized, well- managed BHCs that have elected to be treated as a FHC to engage in expanded “financial in nature” activities without prior approval of the Federal Reserve. Such financial in nature activities include bona fide merchant banking activities, so long as (i) the FHC holds its merchant banking investments only for a period of time sufficient to enable the sale or disposition thereof on a reasonable basis (generally no more than 10 years) and (ii) the FHC does not routinely manage or operate the companies in which it invests except as necessary or required to obtain a reasonable return on its investment. The BHCA does not, however, require Morgan Stanley to financially support us.
Similarly, the Volcker Rule generally restricts any banking entity (which includes Morgan Stanley and most affiliates of Morgan Stanley, including us as a BDC controlled by Morgan Stanley) from engaging in “proprietary trading” as well as from acquiring or retaining any “ownership interest” in a “covered fund”, in each case unless the investment or activity is conducted in accordance with an exclusion or exemption. The Volcker Rule also generally prohibits certain transactions between a banking entity and any of its affiliates, on the one hand, and a covered fund for which the banking entity or any of its affiliates serves, directly or indirectly, as the investment manager, investment adviser, or that the banking entity or any of its affiliates sponsors in connection with organizing and offering that fund (or with any other covered fund that is controlled by such fund, on the other hand. It is not certain how all aspects of the Volcker Rule will be interpreted and applied, or what the impact of the Volcker Rule will have on us. In addition, the restrictions and limitation on Morgan Stanley and us may change in the future as the Federal Reserve and other agencies consider whether and how to revise and apply the Volcker Rule. We believe that we may perform our activities and services without violation of applicable U.S. banking laws and regulations. However, it is possible that future changes or clarifications in the BHCA and Volcker Rule, as well as judicial or administrative decisions or interpretations of present of future laws or regulations, could restrict (or possibly prevent) our ability to continue to conduct our operations as currently contemplated. In such event, we, the Adviser and/or Morgan Stanley may agree to make certain amendments or changes to the extent necessary to permit the Adviser to continue to provide services to us, while enabling us to continue to achieve our purposes and objectives.
These regulations and any future legislative and regulatory proposals, as well as future interpretations of existing rules, that are directed at the financial services industry, including those that may be proposed or pending in the U.S. Congress, may negatively impact the operations, cash flows or financial condition of us or 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. Laws that apply to us, either now or in the future, are often highly complex and may include licensing requirements. The licensing process can be lengthy and can be expected to subject us to increased regulatory oversight. Failure, even if unintentional, to comply fully with applicable laws may result in sanctions, fines or limitations on the ability of the Company or the Adviser to do business in the relevant jurisdiction or to procure required licenses in other jurisdictions, all of which could have a material adverse effect on us. 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 our business and may be subject to civil fines and criminal penalties.
Additionally, changes to the laws and regulations governing our operations, including those associated with RICs and BDCs, may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities, or to comply with additional restrictions on our investments or capital structure, or result in the imposition of corporate-level taxes on us. Such changes could result in material differences to our strategies and plans and may shift our investment focus from the areas of expertise of the Adviser to other types of investments in which the Adviser may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment. The Adviser currently acts pursuant to an exemption from registration as a commodity trading advisor with the CFTC. These requirements restrict the types of commodity investment strategies that the Adviser can pursue while remaining exempt, and if the Adviser were to seek other investment strategies that required it to register with the CFTC, that registration would increase their, and therefore our, costs. In addition, new legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences 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.
In addition, certain regulations applicable to debt securitizations implementing credit risk retention requirements in effect in both the United States and in Europe may adversely affect or prevent us from entering into any future securitization transaction. These risk retention rules may cause an increase in our cost of funds under or may prevent us from completing any future securitization transactions. The U.S. risk retention rules require the sponsor (directly or through a majority-owned affiliate) of a debt securitization subject to such rules, such as collateralized loan obligations, in the absence of an exemption, to retain an economic interest in the credit risk of the assets being securitized. If, and to the extent that, we engage in securitization transactions that require the retention of
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an economic interest, these rules would increase our financing costs in comparison to other types of financings and this increase in financing costs would ultimately be borne by our stockholders.
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.
There is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events, including the 2024 U.S. presidential election, have created a climate of heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications. To the extent the U.S. Congress or the presidential administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas. 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 our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.
We are highly dependent on information systems, and systems failures could significantly disrupt our business, which may, in turn, negatively affect the value of shares of our Common Stock and our ability to pay distributions.
The operations of the Company, the Adviser, the Administrator and any third-party service provider to any of the foregoing are susceptible to risks from cybersecurity attacks and incidents due to reliance on the secure processing, storage and transmission of confidential and other information in the relevant computer systems and networks. In particular, cyber security incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. These attacks could involve gaining unauthorized access to information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, any of which could have a material adverse effect on our business, financial condition and results of operations. We, the Adviser and the Administrator must each continuously monitor and innovate our cybersecurity to protect our technology and data from corruption or unauthorized access. In addition, due to the use of third-party vendors, agents, exchanges, clearing houses and other financial institutions and service providers, we, the Adviser and the Administrator could be adversely impacted if any of us are subject to a successful cyber-attack or other breach of our information.
Furthermore, in recent years cybersecurity risks for financial institutions have significantly increased in part because of the proliferation of new technologies, the use of the internet, mobile telecommunications and cloud technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external extremist parties, including foreign state actors in some circumstances as a means to promote political ends. Global events and geopolitical instability may lead to increased nation state targeting of financial institutions in the U.S. and abroad. Any of these parties may also attempt to fraudulently induce employees, customers, clients, vendors, or other third parties or users of the Company, the Adviser, the Administrator and their affiliates’ systems to disclose sensitive information in order to gain access to such parties’ data or that of their employees or clients. Cybersecurity risks may also derive from human error, fraud or malice on the part of the Adviser or the Administrator and their affiliates’ employees or third parties, or may result from software bugs, server malfunctions, software or hardware failure or other accidental technological failure. For example, human error has led to the loss of Morgan Stanley’s physical data-bearing devices in the past. These risks may be heightened by several factors, including remote work, reliance on new technologies (such as generative artificial intelligence) or as a result of the integration of acquisitions and other strategic initiatives that may subject us to new technology, customers or third-party providers. In addition, third parties with whom we do business or share information, and each of their service providers, our regulators and the third parties with whom our customers and clients share information used for authentication, may also be sources of cybersecurity and information security risks, particularly where activities of customers are beyond our security and control systems. There is no guarantee that the measures we take will provide absolute security or recoverability given that the techniques used in cyberattacks are complex, frequently change and are difficult to anticipate.
Like other financial services firms, Morgan Stanley, its third party-providers and its clients continue to be the subject of unauthorized access attacks, mishandling or misuse of information, computer viruses or malware, cyber attacks designed to obtain confidential information, destroy data, disrupt or degrade service, sabotage systems or networks or cause other damage, denial of service attacks, data breaches, social engineering attacks, phishing attacks and other events, and there can be no assurance that such unauthorized access, mishandling or misuse of information, or cyber incidents will not occur in the future, and they could occur more frequently and on a more significant scale. Given Morgan Stanley’s global footprint and the high volume of transactions it processes, the large number of clients, partners, vendors and counterparties with which it does business, and the increasing sophistication of cyber attacks, a cyber attack, information or security breaches could occur and persist for an extended period of time without detection.
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Although we, the Adviser, the Administrator and Morgan Stanley have developed protocols, processes, internal controls and other protective measures to help mitigate cybersecurity risks and cyber intrusions, these measures, as well as our increased awareness of the nature and extent of the risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident. If any of the foregoing events occur, the confidential and other information of the Company, the Adviser, and the Administrator could be compromised. Such events could also cause interruptions or malfunctions in the operations of the Company, the Adviser or the Administrator, and in particular the Adviser’s investment activities on our behalf and the provision of administrative services to us by the Administrator. In addition, the Company, the Adviser, the Administrator or our portfolio companies could be required to make a significant investment to remedy the effects of any cybersecurity incident, harm to their reputations, legal claims that they and their respective affiliates may be subjected to, regulatory action or enforcement arising out of applicable privacy and other laws, adverse publicity, and other events that may affect their business and financial performance. The increased use of mobile and cloud technologies can heighten these and other operational risks. We, the Adviser and the Administrator currently or in the future are expected to routinely transmit and receive personal, confidential and proprietary information by email and other electronic means. We, the Adviser and the Administrator have discussed and worked with clients, vendors, service providers, counterparties and other third parties to develop secure transmission capabilities and protect against cyber-attacks. However, we, the Adviser and the Administrator may not be able to ensure secure capabilities with all of our clients, vendors, service providers, counterparties and other third parties to protect the confidentiality of the information.
The systems and technology resources used by us, our Adviser, our Administrator and our and their respective affiliates could be strained by extended periods of remote working by our Adviser, our Administrator and their affiliate’s employees and such extended remote working could introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.
While many of our agreements with partners and third-party vendors include indemnification provisions, we may not be able to recover sufficiently, or at all, under such provisions to adequately offset any losses we may incur. In addition, although we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber and information security risks, such insurance coverage may be insufficient to cover any or all losses we may incur, and we cannot be sure that such insurance will continue to be available to us on commercially reasonable terms, or at all, or that our insurers will not deny coverage as to any future claim.
In addition, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals or the general investing public of data security breaches involving certain types of personal data, including the SEC, which, on July 26, 2023, adopted amendments requiring the prompt public disclosure of certain cybersecurity breaches. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our business, liability to investors, regulatory intervention or reputational damage.
We, the Advisor and the Administrator currently or in the future are expected to routinely transmit and receive personal, confidential and proprietary information by email and other electronic means.
We, the Adviser and the Administrator have discussed and worked with clients, vendors, service providers, counterparties and other third parties to develop secure transmission capabilities and protect against cyber-attacks. However, we, the Adviser and the Administrator may not be able to ensure secure capabilities with all of our clients, vendors, service providers, counterparties and other third parties to protect the confidentiality of the information.
The systems and technology resources used by us, our Adviser, our Administrator and our and their respective affiliates could be strained by extended periods of remote working by our Adviser, our Administrator and their affiliate’s employees and such extended remote working could introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts. In addition, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals or the general investing public of data security breaches involving certain types of personal data, including the SEC, which, on July 26, 2023, adopted amendments requiring the prompt public disclosure of certain cybersecurity breaches. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our business, liability to investors, regulatory intervention or reputational damage.
We are subject to risks associated with artificial intelligence and machine learning technology
Artificial intelligence, including machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials, or collectively, AI, and its current and potential future applications including in the private investment and financial industries, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve.

Recent technological advances in AI pose risks to the Company, the Adviser, and our portfolio investments. The Company and our portfolio investments could also be exposed to the risks of AI if third-party service providers or any counterparties, whether or not known to the Company, also use AI in their business activities. We and our portfolio companies may not be in a position to control the use of AI technology in third-party products or services.
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Use of AI could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party AI applications and users. While the Adviser does not currently use AI to make investment recommendations, the use of AI could also exacerbate or create new and unpredictable risks to our business, the Adviser’s business, and the business of our portfolio companies, including by potentially significantly disrupting the markets in which we and our portfolio companies operate or subjecting us, our portfolio companies and the Adviser to increased competition and regulation, which could materially and adversely affect business, financial condition or results of operations of us, our portfolio companies and the Adviser. In addition, the use of AI by bad actors could heighten the sophistication and effectiveness of cyber and security attacks experienced by our portfolio companies and the Adviser.

Independent of its context of use, AI technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI technology. To the extent that we or our portfolio investments are exposed to the risks of AI use, any such inaccuracies or errors could have adverse impacts on the Company or our investments.

AI technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments.

Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition.
Terrorist acts, acts of war, natural disasters, disease outbreaks, pandemics or other similar events may disrupt our operations, as well as the operations of our portfolio companies and our Adviser. Such acts have created, and continue to create, economic and political uncertainties and have contributed to recent global economic instability. For example, many countries have experienced outbreaks of infectious illnesses in recent decades, including polio, swine flu, avian influenza, SARS, coronaviruses and the monkeypox virus.
The conflict between Russia and Ukraine and in the Middle East, and resulting market volatility, could also adversely affect the Company’s business, operating results, and financial condition. The extent and duration or escalation of such conflicts, resulting sanctions and resulting future market disruptions are impossible to predict, but could be significant. Any disruptions resulting from such conflicts and any future conflict (including cyberattacks, espionage or the use or threatened use of nuclear weapons) or resulting from actual or threatened responses to such actions could cause disruptions to any of our portfolio companies located in Europe or the Middle East or that have substantial business relationships with companies in affected regions. It is not possible to predict the duration or extent of longer-term consequences of these conflicts, which could include further sanctions, retaliatory and escalating measures, embargoes, regional instability, geopolitical shifts and adverse effects on or involving macroeconomic conditions, the energy sector, supply chains, inflation, security conditions, currency exchange rates and financial markets around the globe. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.
Market volatility has had a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment continue to be impacted by such events. In addition to these and any future developments potentially having adverse consequences for certain portfolio companies and other issuers in or through which we may invest and the value of our investments therein, the operations of the Adviser (including those relating to us) have been, and could continue to be, adversely impacted. Any of the foregoing events could materially and adversely affect our ability to source, manage and divest our investments and our ability to fulfill our investment objectives. Similar consequences could arise with respect to other comparable infectious diseases.
The extent to which any disease outbreaks or health pandemics may negatively affect our and our portfolio companies’ operating results, or the duration of any potential business or supply-chain disruption, is uncertain. These potential impacts, while uncertain, could adversely affect our operating results and the operating results of the portfolio companies in which we invest. There is a risk that any future disease outbreaks or health pandemics (including a recurrence of the Coronavirus) would impact our ability to achieve our investment objectives. Further, if a future pandemic occurs during a period when our investments are maturing, we may not be able to realize our investments within the Company’s term, or at all. In addition, future terrorist activities, military or security operations, natural disasters, disease outbreaks, pandemics or other similar events could weaken the domestic/global economies and create additional uncertainties, which may negatively impact our portfolio companies and, in turn, could have a material adverse impact on our business, operating results and financial condition.
We may be the target of litigation.
We may be the target of securities litigation in the future, particularly if the value of shares of our Common Stock fluctuates significantly. We could also generally be subject to litigation, including derivative actions by our stockholders. Any litigation could result in substantial costs and divert management’s attention and resources from our business and cause a material adverse effect on our business, financial condition and results of operations.
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Our Compliance with Section 404 of the Sarbanes-Oxley Act involves significant expenditures, and non-compliance with Section 404 of the Sarbanes-Oxley Act would adversely affect us and the market price of our common stock.
Under current SEC rules, we are required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act and related rules and regulations of the SEC. As such, we are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a result, we incur expenses that could negatively impact our financial performance and our ability to make distributions. This process also results in a diversion of management’s time and attention. We cannot ensure that our evaluation, testing and remediation process is effective or that our internal control over financial reporting will be effective. In the event that we are unable to maintain compliance with Section 404 of the Sarbanes-Oxley Act and related rules, we and the market price of our securities would be adversely affected.
We and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits with the
FDIC and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.
Cash held by us and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the FDIC insurance limits. If such banking institutions were to fail, we or our portfolio companies could lose all or a portion of those amounts held in excess of such FDIC insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our and our portfolio companies’ business, financial condition, results of operations, or prospects.
Although we assess our and our portfolio companies’ banking relationships as we believe necessary or appropriate, our and our portfolio companies’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us or our portfolio companies, the financial institutions with which we, or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally. In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us or our portfolio companies to acquire financing on acceptable terms or at all.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk management and strategy
The Company and the broader financial services industry face an increasingly complex and evolving threat environment.
Morgan Stanley has made and continues to make substantial investments in cybersecurity and fraud prevention technology, and employ experienced talent to lead its Cybersecurity and Information Security organizations and program under the oversight of Morgan Stanley’s Board of Directors (the “MS Board”) and the Operations and Technology Committee of the MS Board (“BOTC”).
As part of its enterprise risk management (“ERM”) framework, Morgan Stanley has implemented and maintains a program to assess, identify, and manage risks arising from the cybersecurity threats confronting the Firm (“Cybersecurity Program”). Morgan Stanley’s Cybersecurity Program helps protect the Firm’s clients, customers, employees, property, products, services, and reputation by seeking to preserve the confidentiality, integrity, and availability of information, enable the secure delivery of financial services, and protect the business and the safe operation of our technology systems, including as applicable to the Company and its stockholders. Morgan Stanley continually adjusts its Cybersecurity Program to address the evolving cybersecurity threat landscape and comply with extensive legal and regulatory expectations.
The Adviser and the Administrator manage the Company’s day-to-day operations, and the Company uses the Cybersecurity Program to assess, identify and manage material cybersecurity risks affecting the Company and its operations. The Company’s business is dependent on the communications and information systems of Morgan Stanley, including but not limited to the Cybersecurity Program, and other third-party service providers.
Processes for assessing, identifying, and managing material risks from cybersecurity threats
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Morgan Stanley’s Cybersecurity Program takes into account industry best practices and addresses risks from cybersecurity threats to the Firm’s network, infrastructure, computing environment, and the third-parties Morgan Stanley relies on, including third parties relied on by the Company. Morgan Stanley periodically assesses the design of its cybersecurity controls against the Cyber Risk Institute Cyber Profile, which is based on the National Institute of Standards and Technology Cybersecurity (“NIST”) Framework for Improving Critical Infrastructure Cybersecurity, as well as against global cybersecurity regulations, and develops improvements to those controls in response to those assessments. Morgan Stanley’s Cybersecurity Program also includes cybersecurity and information security policies, procedures, and technologies that are designed to address regulatory requirements and protect Morgan Stanley’s clients’, employees’ and own data, and the data of the Company and its officers and stockholders, against unauthorized disclosure, modification, and misuse. These policies, procedures, and technologies cover a broad range of areas, including: identification of internal and external threats, access control, data security, protective controls, detection of malicious or unauthorized activity, incident response, and recovery planning.

Morgan Stanley’s threat intelligence function within the Cybersecurity Program actively engages in private and public information sharing communities and leverages both commercial and proprietary products to collect a wide variety of industry and governmental information regarding the latest cybersecurity threats, which informs Morgan Stanley’s cybersecurity risk assessments and strategy, including as applicable to the Company. This information is also provided to an internal Morgan Stanley cyber threat detection team, which develops and implements strategies designed to defend against these cybersecurity threats across Morgan Stanley’s environment, including systems and applications that may be relied upon by the Company. Morgan Stanley’s vulnerability management team, as well as Morgan Stanley’s Non-Financial Risk function (“NFR”) review external cybersecurity incidents that may be relevant to the Firm and the Company, to further inform the design of the Cybersecurity Program. To assess the efficacy of Morgan Stanley’s controls and defenses designed to mitigate cybersecurity risk, it utilizes internal and external testing, including penetration testing and red team engagements. The results of these assessments are used to strengthen the Cybersecurity Program. Additionally, Morgan Stanley maintains a global training program covering cybersecurity risks and requirements, including heightened security training to specialized employees, and conducts regular phishing email simulations for its employees and consultants as preventative measures.

When a threat is identified in Morgan Stanley’s environment, its incident response team follows an incident response plan to evaluate the impact to the Firm and coordinate appropriate remediation. If warranted, the cybersecurity incident will be reported to applicable regulators, authorities, impacted clients or counterparties, as appropriate. The Firm’s cybersecurity incident response and remediation processes, including assessing materiality and reporting requirements, are reviewed through tabletop exercises.

Morgan Stanley’s processes are designed to help oversee, identify, and mitigate cybersecurity risks associated with its use of third-party vendors, including those vendors relied upon by the Company. Morgan Stanley maintains a third-party risk management program that includes evaluation of, and response to, cybersecurity risks at its third-party vendors, including those vendors relied upon by the Company. Prior to engaging third-party vendors to provide services to the Firm or the Company, Morgan Stanley conducts assessments of the third-party vendors’ cybersecurity program to identify the impact of their services on the cybersecurity risks to the Firm or, as relevant, the Company. Once on-boarded, third-party vendors’ cybersecurity programs are subject to risk-based oversight, which may include security questionnaires, submission of independent security audit reports or a Firm audit of the third-party vendor’s security program, and, with limited exceptions, third-party vendors are required to meet Morgan Stanley’s minimum cybersecurity standards. Where a third-party vendor cannot meet those standards, its services, and the residual risk to the Firm, are subject to review, challenge, and escalation through Morgan Stanley’s risk management processes and ERM committees, which may ultimately result in requesting increased security measures or ceasing engagement with such third-party vendor.

Morgan Stanley’s Cybersecurity Program is regularly assessed by the Morgan Stanley Internal Audit Department (“IAD”) through various assurance activities, with the results reported to the Audit Committee of the MS Board (“BAC”) and the BOTC and, as applicable to the Board of Directors of the Company. Annually, key elements of the Cybersecurity Program are subject to review by an independent third-party, the results of which, including opportunities identified for improvement and related remediation plans, are reviewed with the BOTC. The Cybersecurity Program is also examined regularly by the Firm’s prudential and conduct regulators within the scope of their jurisdiction.

Governance
Morgan Stanley and Company Management’s role in assessing and managing material risks from cybersecurity threats
Morgan Stanley’s Cybersecurity Program is operated and maintained by its management, including the Chief Information Officer (“CIO”) of Cyber, Data, Risk and Resilience and the Chief Information Security Officer (“CISO”). These senior officers are responsible for assessing and managing the Firm’s cybersecurity risks, which includes cybersecurity risks faced by the Company. Morgan Stanley’s Cybersecurity Program strategy, which is set by the CISO and overseen by the Morgan Stanley’s Head of Operational Cyber, Technology, and Information Security Non-Financial Risk, (“Head of NFR CTIS”), is informed by various risk and control assessments, control testing, external assessments, threat intelligence, and public and private information sharing. Morgan Stanley’s Cybersecurity Program also includes processes for escalating and considering the materiality of incidents that impact the
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Firm and the Company, including escalation to senior management of Morgan Stanley, the MS Board, and management of the Company.

The Chief Compliance Officer ("CCO") of the Company is responsible for overseeing the Company’s risk management function and generally relies on the CIO, CISO, and Head of NFR CTIS to assist with assessing and managing material risks from cybersecurity threats that are applicable to the Company. The CIO has over 30 years of experience in various engineering, information technology (“IT"), operations, and information security roles. The CISO has over 25 years of experience leading cybersecurity teams at financial institutions, including in the areas of IT strategy, risk management, and information security. The Head of NFR CTIS has over 20 years of experience in technology, security, and compliance roles, including experience in government security agencies. The Company's CCO has worked in the financial services industry for 19 years and has covered business developments from a compliance perspective for over 10 years, during which time the Company’s CCO has gained expertise in assessing and managing risk applicable to the Company.

Risk levels and mitigating measures are presented to and monitored by dedicated management-level cybersecurity risk committees at Morgan Stanley. These committees include representatives from Firm management as well as business and control stakeholders who review, challenge and, where appropriate, consider exceptions to the Firm’s policies and procedures. Significant cybersecurity risks are escalated from these committees to Morgan Stanley’s Non-Financial Risk Committee. The CIO and the Head of NFR CTIS report on the status of Morgan Stanley’s Cybersecurity Program, including significant cybersecurity risks; review metrics related to the program; and discuss the status of regulatory and remedial actions and incidents to the Firm Risk Committee, the BOTC and the MS Board. To the extent any cybersecurity incidents relate to the Company, the status of such incidents and remedial actions will be reported to our Board.

Board oversight of risks from cybersecurity threats

Our Board provides strategic oversight on cybersecurity matters, including risks associated with cybersecurity threats. Our Board receives periodic updates from the CCO of the Company, the CIO, CISO, and Operational Risk functions, regarding the overall state of Morgan Stanley’s Cybersecurity Program, information on the current threat landscape, and risks from cybersecurity threats and cybersecurity incidents impacting the Company.

Material cybersecurity risks are addressed by Morgan Stanley management-level ERM committees with escalation to the BOTC and Board, as appropriate. The BOTC has primary responsibility for assisting the Morgan Stanley board in its oversight of significant operational risk exposures of the Firm and its business units, including IT, information security, fraud, third-party oversight, business disruption and resilience, and cybersecurity risks (including review of cybersecurity risks against established risk management methodologies) and the steps management has taken to monitor and control such exposures.

In accordance with its charter, the BOTC receives quarterly reports from (i) Technology, including the CIO or the CISO; (ii) Operations; and (iii) NFR. Such reporting includes updates on Morgan Stanley’s Cybersecurity Program, risks from cybersecurity threats, our programs to address and mitigate the risks associated with the evolving cybersecurity threat environment, and NFR’s assessment of cybersecurity risks. Senior officers in Technology and NFR also provide an annual report to the BOTC on the status of Morgan Stanley’s broader information security program in compliance with the Gramm-Leach-Bliley Act, which includes a discussion of risks arising from cybersecurity threats. At least annually, senior management representatives in Technology and NFR discuss the status of the Cybersecurity Program and key cybersecurity risks with the Morgan Stanley board and, in accordance with such board’s Corporate Governance Policies, all board members are invited to attend BOTC meetings and have access to meeting materials. The BOTC, which meets at least quarterly, also reviews and approves significant policies related to cybersecurity, receives an annual independent assessment of key aspects of Morgan Stanley’s Cybersecurity Program from an independent third party and holds joint meetings with the BAC and BRC, as necessary and appropriate. The chair of the BOTC regularly discusses cybersecurity developments with senior Morgan Stanley management and reports to the Morgan Stanley board on cybersecurity risks and threats and other related matters.

Assessment of Cybersecurity Risk

The potential impact of risks from cybersecurity threats on the Company are assessed on an ongoing basis, and how such risks could materially affect the Company’s business strategy, operational results, and financial condition are regularly evaluated. During the fiscal year ended December 31, 2024, the Company has not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that the Company believes have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, operational results, and financial condition.
Item 2. Properties
Our headquarters are located at 1585 Broadway, New York, NY 10036. We do not own any real estate.
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Item 3. Legal Proceedings
The Company, the Adviser and the Administrator may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Each of the Company, the Adviser and the Administrator is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company.
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 Purchases of Equity Securities (dollar amounts in thousands, except per share amounts)
Market Information
Our Common Stock began trading on the NYSE on January 24, 2024 under the symbol “MSDL” in connection with the IPO. Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of Common Stock will trade at a discount from net asset value per share or at premiums that are unsustainable over the long term are separate and distinct from the risk that our net asset value per share will decrease. It is not possible to predict whether our Common Stock will trade at, above, or below net asset value per share. See “Item 1A. Risk Factors—Risks Related to an Investment in Our Common Stock.” On February 26, 2025, the last reported closing sales price of our Common Stock on the NYSE was $20.75 per share, which represented a discount of approximately 0.3% to net asset value per share reported by us as of December 31, 2024.
Price Range of Common Stock

The following table sets forth the net asset value per share of our Common Stock, the range of high and low closing sales prices of our common stock reported on the NYSE, the closing sales price as a premium (discount) to net asset value and the dividends declared by us in each fiscal quarter since we began trading on the NYSE.

Closing Sales Price
Period
NAV(1)
HighLow
Premium
of High
Sales
Price(2)
Premium
(Discount) of
Low Sales
Price to
NAV
Dividends
and
Distributions
Declared(3)
Fiscal year ending December 31, 2024
Fourth quarter $20.81 $21.39 $19.56 2.8 %(6.0)%$0.50 
Third quarter$20.83 $23.47 $19.33 12.7 %(7.2)%$0.50 
Second quarter$20.83 $24.13 $20.87 15.8 %0.2 %$0.50 
First quarter$20.67 $22.53 $19.63 9.0 %(5.0)%$0.70 
(4)(5)
Fiscal year ending December 31, 2023
Fourth quarter$20.67 N/AN/AN/AN/A$0.60 
Third quarter$20.57 N/AN/AN/AN/A$0.60 
Second quarter$20.15 N/AN/AN/AN/A$0.57 
First quarter$19.93 N/AN/AN/AN/A$0.50 

(1) Net Asset Value, or NAV, per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices. The NAVs shown are based on outstanding shares at the end of each period.
(2) Calculated as of the respective high or low closing sales price divided by the quarter-end NAV.
(3) Represents the dividend or distribution declared in the relevant quarter.
(4) Includes a special distribution of $0.10 per share payable on October 25, 2024 to holders of record of common stock as of August 5, 2024.
(5) Includes a special distribution of $0.10 per share payable on January 24, 2025 to holders of record of common stock as of November 4, 2024.

No shares of our Common Stock were publicly traded on the NYSE prior to January 24, 2024.
Holders
As of February 26, 2025, we had 31 stockholders of record, which did not include stockholders for whom shares are held in "nominee" or "street name."
Distribution Policy
To the extent that we have income available, we intend to make quarterly distributions to our stockholders. We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC tax status, we intend to distribute at least 90% of our ICTI (as defined by the Code, which generally includes net ordinary income and net short-term taxable gains) to our stockholders in respect of each taxable year and to distribute net capital gains (that is, net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions as well as satisfy other applicable requirements under the Code. See “Item 1. Business—Certain Material U.S. Federal Income Tax Considerations.”
We cannot assure you that we will achieve results that will permit us to pay any cash distributions, and we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act.
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Dividend Reinvestment Plan
Unless our stockholders elect to receive their distribution in cash, we intend to make such distributions in additional shares of our common stock under our DRIP. See “Item 1. Business—Dividend Reinvestment Plan.”
The following table summarizes our distributions declared and payable for the years ended December 31, 2024 and December 31, 2023, respectively:
Date DeclaredRecord DatePayment DatePer Share Amount
Shares(1)
For the Year Ended December 31, 2024
February 29, 2024March 29, 2024April 25, 2024$0.50 512,519 
May 08, 2024June 28, 2024July 25, 20240.50 553,637 (2)
January 11, 2024August 05, 2024October 25, 20240.10 111,159 (2)(3)
August 06, 2024September 30, 2024October 25, 20240.50 546,673 (2)
January 11, 2024November 04, 2024January 24, 20250.10 101,485 (2)(3)
November 04, 2024December 31, 2024January 24, 20250.50 473,635 (2)
Total Distributions$2.20 2,299,108 
Date DeclaredRecord DatePayment DatePer Share AmountShares
For the Year Ended December 31, 2023
March 28, 2023March 28, 2023April 25, 2023$0.50 482,721 
June 27, 2023June 27, 2023July 25, 20230.57 554,001 (4)
September 26, 2023September 26, 2023October 25, 20230.60 579,388 (5)
December 28, 2023December 28, 2023January 25, 20240.60 615,660 (5)
Total Distributions$2.27 2,231,770 
(1) In connection with the distributions with payment dates on January 25, 2024 and January 25, 2023, 615,660 and 445,235 DRIP shares were issued, respectively.
(2) In accordance with the Company’s DRIP, shares were purchased in the open market.
(3) Represents a special distribution declared by the Board on January 11, 2024.
(4) Includes a supplemental distribution of $0.07.
(5) Includes a supplemental distribution of $0.10.

Share Repurchase Plan
On January 25, 2024, we entered into the Company 10b5-1 Plan, to acquire up to $100 million in the aggregate of our Common Stock at prices below our net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

The following table summarizes the shares repurchased under the Company 10b5-1 Plan during the year ended December 31, 2024:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
July 1, 2024 - July 31, 202439,344 $19.99 39,344 $99.2 
August 1, 2024 - August 31, 2024217,796 20.10 217,796 94.8 
September 1, 2024 - September 30, 2024172,513 20.04 172,513 91.4 
October 1, 2024 - October 31, 2024187,607 19.99 187,607 87.6 
November 1, 2024 - November 30, 2024307,336 20.34 307,336 81.9 
December 1, 2024 - December 31, 2024— — — 81.9 
Total Repurchases924,596 924,596 
No shares were repurchased under our 10b5-1 Plan during the six months ended June 30, 2024.
No shares were repurchased under our 10b5-1 Plan during the year ended December 31, 2023.

Stock Performance Graph

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This graph compares the stockholder return on our Common Stock from January 24, 2024 (the date our common stock commenced trading on the NYSE) to December 31, 2024, with that of the Standard & Poor’s 500 Stock Index, Standard & Poor’s 500 Financials Index, Standard & Poor’s BDC Index and Morningstar LSTA Leveraged Loan Index. This graph assumes that on January 24, 2024, $100 was invested in our Common Stock, the Standard & Poor’s 500 Stock Index, the Standard & Poor’s 500 Financials Index, the Standard & Poor’s BDC Index, and the Morningstar LSTA Leveraged Loan Index. The graph also assumes the reinvestment of all cash dividends prior to any tax effect. The graph and other information furnished under this Part II Item 5 of this Annual Report on Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange Act. The stock price performance included in the below graph is not necessarily indicative of future stock performance.

7146825642798

Fees and Expenses

The following table is being provided to update, as of December 31, 2024, certain information in our registration statement on Form N-2 (File No. 333-283477). The following table is intended to assist you in understanding the fees and expenses that an investor in shares of our Common Stock will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this Report contains a reference to fees or expenses paid by “us” or that “we” will pay fees or expenses, our stockholders will indirectly bear such fees or expenses as our investors.

Stockholder transaction expenses (as a percentage of offering price):
Sales load— %(1)
Offering expenses— %(2)
Dividend reinvestment plan expensesNone%(3)
Total stockholder transaction expenses:— %
Annual expenses (as a percentage of net assets attributable to common stock):
Base management fee1.90 %(4)
Incentive fees2.34 %(5)
Interest payments on borrowed funds6.60 %(6)
Other expenses0.54 %(7)
Total annual expenses:11.38 %
(1) In the event that the securities to which any applicable prospectus relates are sold to or through underwriters or agents, a corresponding prospectus supplement will disclose the applicable sales load (underwriting discount or commission).
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(2) The related prospectus supplement will disclose the estimated amount of total offering expenses (which may include offering expenses borne by third parties on our behalf), the offering price and the offering expenses borne by us as a percentage of the offering price.
(3) The expenses of the dividend reinvestment plan are included in “other expenses” in the table above. For additional information, see “—Dividend Reinvestment Plan.”
(4) Our base management fee is calculated at an annual rate of 1.0% of our average gross assets at the end of the two most recently completed calendar quarters, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents. The base management fee reflected in the table above is based on actual amounts incurred under the Investment Advisory Agreement for the fiscal year ended December 31, 2024 at a rate of 1.0%. The Investment Adviser has agreed to waive its right to receive the base management fee in excess of 0.75% the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters for the Waiver Period. For the avoidance of doubt, the fee waiver is not reflected in the table above. For purposes of this table, the SEC requires the base management fee to be calculated by determining the ratio that the base management fee bears to our net assets attributable to Common Stock rather than our gross assets as set forth in the Investment Advisory Agreement. See “Part I, Item 1. Business—Investment Advisory Agreement—Base Management Fee.”
(5) Our incentive fee consists of two parts. The first part is determined and paid quarterly based on our pre-incentive fee net investment income and the second part is determined and payable in arrears based on net capital gains as of the end of each calendar year or upon termination of the Investment Advisory Agreement. The table reflects each incentive fee calculated at a rate of 17.5% based on actual amounts incurred under the Investment Advisory Agreement for the fiscal year ended December 31, 2024. Similar to the waiver referenced in footnote (4) above, the Adviser has agreed to waive its right to receive each component of the incentive fee above 15% during the Waiver Period. This fee waiver is not reflected in the table above. See “Part I, Item 1. Business—Investment Advisory Agreement—Incentive Fee.”
(6) Interest payments on borrowed funds represents an estimate of our annualized interest expense based on our actual interest and credit facility expenses incurred for the fiscal year ended December 31, 2024, which includes the impact of interest rate swaps. For the fiscal year ended December 31, 2024, our average borrowings outstanding was $1,681.4 million and our weighted average effective interest rate for total debt outstanding was 6.90%. We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. We may also issue preferred stock, subject to our compliance with applicable requirements under the 1940 Act.
(7) “Other expenses” includes estimated overhead expenses, including payments under the Administration Agreement with our Administrator, and is based on actual amounts incurred during the year ended December 31, 2024. See “Part I, Item 1. Business—Administration Agreement.”


Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our Common Stock. In calculating the following expense amounts, we have assumed that our annual operating expenses remain at the levels set forth in the table above, except for the incentive fee based on income. This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.


1 year3 years5 years10 years
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return (none of which is subject to the incentive fee based on capital gains)(1)
$89 $255 $409 $741 
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains)(2)
$97 $276 $439 $780 
(1) Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation.
(2) Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and not otherwise deferrable under the terms of the Investment Advisory Agreement and therefore subject to the incentive fee based on capital gains. Because our investment strategy involves investments that generate primarily current income, we believe that a 5% annual return resulting entirely from net realized capital gains is unlikely.


The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. The incentive fee under the Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above, is not included in the example. Under our Investment Advisory Agreement, no incentive fee would be payable if we have a 5% annual return. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. The example assumes that all dividends and other distributions are reinvested at net asset value. Under certain circumstances, reinvestment of dividends and other distributions under our dividend reinvestment plan may occur at a price per share that differs from net asset value. See “—Dividend Reinvestment Plan” for more information.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per share amounts, unless otherwise indicated)
The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto in Part II, Item 8 of this Form 10-K, “Consolidated Financial Statements and Supplementary Data.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of this Form 10-K, “Risk Factors.” Our actual results could differ materially from those anticipated by such forward-looking
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information due to factors discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-K.
OVERVIEW
We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. We are externally managed by our Adviser, an indirect, wholly owned subsidiary of Morgan Stanley. We are not a subsidiary of, or consolidated with, Morgan Stanley.
Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company. For the purposes of this Report, “middle-market companies” refers to companies that, in general, generate annual EBITDA in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion.
We invest primarily in directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Typical middle-market senior loans may be issued by middle-market companies in the context of LBOs, acquisitions, debt refinancings, recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark (such as SOFR).
We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity investments and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.
Pursuant to the Order, we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the 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 eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to 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 transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.
KEY COMPONENTS OF OUR RESULTS OF OPERATIONS
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.
Revenue
We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends or distributions of income on direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark such as SOFR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities.
We may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.
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Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Adviser pursuant to the Investment Advisory Agreement; (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the Administration Agreement between us and the Administrator; and (iii) other operating expenses as detailed below:

costs of any other offerings of our Common Stock and other securities;
calculating individual asset values and our net asset value (including the cost and expenses of any third-party valuation services);
out of pocket expenses, including travel, entertainment, lodging, and meal expenses, incurred by the Investment Adviser, or members of its investment team or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies (including, without limitation, any reverse termination fees and any liquidated damage and any costs related to broken deals) and monitoring actual portfolio companies and, if necessary, enforcing our rights;
base management fee and any incentive fees payable under the Investment Advisory Agreement;
certain costs and expenses relating to distributions paid by us;
administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;
arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements;
the allocated costs incurred by the Investment Adviser in providing managerial assistance to those portfolio companies that request it;
amounts payable to third parties relating to, or associated with, making or holding investments;
the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;
transfer agent and custodial fees;
costs of derivatives and hedging;
commissions and other compensation payable to brokers or dealers;
any stock exchange listing fees and fees payable to rating agencies;
cost of effecting any sales and repurchases of our Common Stock and other securities;
federal and state registration fees;
U.S. federal, state and local taxes, including any excise taxes;
independent director fees and expenses;
costs of preparing consolidated financial statements and maintaining books and records, costs of preparing tax returns, costs of Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing;
the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders’ meetings, and costs and expenses of preparation for the foregoing and related matters;
the costs of specialty and custom software for monitoring risk, compliance and overall investments;
fees and expenses associated with marketing efforts;
any fidelity bond required by applicable law;
any necessary insurance premiums;
any extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company);
direct fees and expenses associated with independent audits, agency, consulting and legal costs;
cost of winding up; and
all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under the Administration Agreement based upon our allocable portion of the compensation paid to our Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services including, but not limited to, the fees and expenses associated with performing compliance functions.
We reimburse the Administrator or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement or otherwise. We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
PORTFOLIO AND INVESTMENT ACTIVITY
The composition of our portfolio is presented below:
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December 31, 2024
December 31, 2023(1)
CostFair Value% of Total Investments at Fair ValueCostFair Value% of Total Investments at Fair Value
First Lien Debt$3,669,886 $3,654,538 96.5 %$3,027,413 $3,004,544 94.1 %
Second Lien Debt78,803 69,367 1.8 146,014 132,415 4.1 
Other Debt Investments9,755 9,198 0.2 3,410 2,064 0.1 
Equity54,683 58,391 1.5 49,939 54,538 1.7 
Total$3,813,127 $3,791,494 100.0 %$3,226,776 $3,193,561 100.0 %
(1) We reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statement of Assets and Liabilities as of December 31, 2023.

Our debt portfolio displayed the following characteristics of each of our investments(1)(2) unless otherwise noted:
As of
December 31, 2024December 31, 2023
Number of portfolio companies208172
Number of new investment commitments in portfolio companies6029
Number of portfolio companies exited or fully repaid247
Percentage of performing debt bearing a floating rate, at fair value99.6 %99.9 %
Percentage of performing debt bearing a fixed rate, at fair value0.4 %0.1 %
Weighted average yield on debt and income producing investments, at cost(3)
10.4 %12.0 %
Weighted average yield on debt and income producing investments, at fair value(3)
10.5 %12.1 %
Weighted average 12-month EBITDA $147.7 $153.1 
Median 12-month EBITDA86.380.0
Weighted average net leverage through tranche(4)
5.8x6.0x
Weighted average interest coverage(5)
1.6x1.5x
Weighted average loan to value(6)
39.7 %43.0 %
Percentage of debt investments with one or more financial covenants64.6 %74.6 %
Percentage of our debt investments that are sponsor backed99.7 %98.5 %
Percentage of loans and other debt in support of LBOs and acquisitions69.2 %76.3 %
Percentage of our debt portfolio subject to business cycle volatility4.8 %6.0 %
Percentage of our total portfolio on non-accrual, at cost0.2 %0.6 %
Average position size of our investments$18.2 $18.6 
1 Calculated as a percentage of gross debt commitments (funded and unfunded). Weighted average EBITDA, net leverage through the tranche that the Company is a lender, interest coverage and loan to value exclude recurring revenue investments, which are investments in portfolio companies in which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA.
2 Amounts were derived from investment due diligence information provided by the portfolio company. Such amounts have not been independently estimated by us, and accordingly, we take no responsibility for such numbers and make no representation or warranty in respect of this information.
3 Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, as applicable on debt securities divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.
4 Net leverage is the ratio of total debt minus cash divided by EBITDA and taking into account leverage through the tranche that the Company is a lender, excluding recurring revenue investments.
5 Interest coverage for a particular portfolio company is calculated by taking credit agreement EBITDA and dividing by annualized latest reported interest expense. Total interest coverage is calculated on a weighted average basis based on total gross debt commitments (funded and unfunded). Calculation excludes recurring revenue deals which are investments in portfolio companies in which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.
6 Calculated using total outstanding debt through the tranche that the Company is a lender divided by total enterprise value from the private equity sponsor or market comparables.

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Investment Activity
Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):
As of and For the Year Ended
December 31, 2024December 31, 2023December 31, 2022
New investments committed
Gross principal balance(1)
$1,549,656 $667,870 $809,313 
Less: Syndications— 40,751 69,477 
Net new investments committed$1,549,656 $627,119 $739,836 
Investments, at cost
Investments, beginning of period$3,226,775 $2,939,646 $2,373,435 
New investments purchased1,232,384 632,105 945,209 
Net accretion of discount on investments14,866 11,314 11,418 
Payment-in-kind13,073 6,069 2,714 
Net realized gain (loss) on investments(16,480)118 537 
Investments sold or repaid(657,491)(362,476)(393,667)
Investments, end of period$3,813,127 $3,226,776 $2,939,646 
Amount of investments funded, at principal
First lien debt investments$1,239,271 $637,946 $938,043 
Second lien debt investments— 8,588 16,033 
Other debt investments5,887 1,812 8,315 
Equity(2)
2,163 — — 
Total$1,247,321 $648,346 $962,391 
Amount of investments sold/fully repaid, at principal
First lien debt investments$488,183 $239,383 $207,907 
Second lien debt investments57,950 — — 
Equity(2)
1,481 — — 
Total$547,614 $239,383 $207,907 
(1)Includes new investment commitments, excluding sale/repayments and including new unfunded investment commitments.
(2)Represents dollar amount of other investments funded.


Investment Performance Rating
As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Investment Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Investment Adviser’s ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Investment Adviser’s Internal Risk Rating system:
Risk Rating 1 — In the opinion of our Investment Adviser, investments in Risk Rating 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 1 investments performance is above our initial underwriting expectations and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company, or the likelihood of a potential exit.
Risk Rating 2 — In the opinion of our Investment Adviser, investments in Risk Rating 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All new originated or acquired investments are initially included in Risk Rating 2.
Risk Rating 3 — In the opinion of our Investment Adviser, investments in Risk Rating 3 indicate that the risk to our ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as declining financial performance and non-compliance with debt covenants; however, principal and interest payments are not more than 120 days past due.
Risk Rating 4 — In the opinion of our Investment Adviser, investments in Risk Rating 4 involve a borrower performing substantially below expectations and indicate that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt
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covenants are out of compliance and payments are substantially delinquent. For Risk Rating 4 investments, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.
The distribution of our portfolio on the Investment Adviser’s Internal Risk Rating System is as follows:
December 31, 2024December 31, 2023
Fair Value% of TotalFair Value% of Total
Risk rating 1$62,631 1.7 %$5,950 0.2 %
Risk rating 23,662,337 96.6 3,126,464 97.9 
Risk rating 361,597 1.6 49,257 1.5 
Risk rating 44,929 0.1 11,890 0.4 
$3,791,494 100.0 %$3,193,561 100.0 %
CONSOLIDATED RESULTS OF OPERATIONS
The following table represents our operating results:
For the Year Ended
December 31, 2024December 31, 2023
Total investment income$416,075 $367,738 
Less: Net expenses193,403 168,158 
Net investment income (loss) before taxes222,672 199,580 
Less: Excise tax expense2,437 1,519 
Net investment income (loss) after taxes220,235 198,061 
Net change in unrealized appreciation (depreciation)11,796 32,835 
Net realized gain (loss)(16,467)118 
Net increase (decrease) in net assets resulting from operations$215,564 $231,014 
Investment Income
Investment income was as follows:
For the Year Ended

 December 31, 2024December 31, 2023
Investment income:
Interest income$396,421 $355,530 
Payment-in-kind 10,709 4,276 
Dividend income2,591 2,124 
Other income6,354 5,808 
Total investment income$416,075 $367,738 
In the table above, total investment income increased from $367,738 for the year ended December 31, 2023 to $416,075 for the year ended December 31, 2024. The increase was primarily driven by our deployment of capital. The size of our investment portfolio at amortized cost increased from $3,226,776 as of December 31, 2023 to $3,813,127 as of December 31, 2024. This was partially offset by a decrease in our weighted average yield at cost and fair value to 10.4% and 10.5%, respectively, at December 31, 2024 from 12.0% and 12.1% at December 31, 2023, respectively, which was primarily driven by the reduction in base rates and repricing on our existing portfolio.
Expenses
Expenses were as follows:
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For the Year Ended
 December 31, 2024December 31, 2023
Expenses:
Interest and other financing expenses$122,928 $112,883 
Management fees35,415 30,550 
Income based incentive fees43,467 42,012 
Professional fees6,718 4,470 
Directors’ fees533 345 
Administrative service fees216 178 
General and other expenses97 633 
Total expenses209,374 191,071 
Management fees waiver(9,936)(22,913)
Incentive fees waiver(6,035)— 
Net expenses$193,403 $168,158 
Excise tax expense$2,437 $1,519 
Interest and Other Financing Expenses
Interest and other financing expenses, including unused commitment fees, amortization of debt issuance costs, net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items and deferred financing costs, were $122,928 and $112,883 for the year ended December 31, 2024 and December 31, 2023 respectively. The increase was primarily due to higher average borrowings outstanding over time. For the year ended December 31, 2024 and December 31, 2023, average borrowings outstanding were $1,681,358 and $1,576,285 respectively.
Management Fees
Base management fees, net of waiver, were $25,479 and $7,637 for the year ended December 31, 2024 and December 31, 2023, respectively. The increase was primarily due to an increase in average gross assets as well as the management fee waiver pre and post IPO.
Incentive Fee
The incentive fee consists of two components: (1) income based incentive fee and (2) capital gains incentive fee. The income based incentive fees, net of waiver, were $37,432 and $42,012 for the year ended December 31, 2024 and December 31, 2023, respectively. The decrease was primarily due to the incentive fee waiver pre and post IPO.
Professional Fees, Administrative Service Fee and Other Expenses
Professional fees include legal, audit, tax, valuation and other professional fees incurred related to the management of our Company. Administrative service fee represents fees paid to the Administrator for our allocable portion of the cost of certain of our executive officers that perform duties for us. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs.
Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments
For the Year Ended
 December 31, 2024December 31, 2023
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss):
Non-controlled/non-affiliated investments$(16,480)$118 
Foreign currency and other transactions13 — 
Net realized gain (loss)(16,467)118 
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments11,904 32,835 
Foreign currency translations and other transactions(108)— 
Net unrealized appreciation (depreciation)11,796 32,835 
Net realized and unrealized gains (losses)$(4,671)$32,953 
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For the year ended December 31, 2024, net realized losses on our investments was $16,480, which was primarily due to the restructuring of certain portfolio companies.
For the year ended December 31, 2024, net change in unrealized appreciation on our investments of $11,904, was primarily the result of the changes in spreads in the primary and secondary markets. For the year ended December 31, 2023, net change in unrealized appreciation on our investments of $32,835 was primarily driven by changes in spreads in the primary and secondary markets.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We generate cash from the net proceeds of offerings of our Common Stock, net borrowings from our credit facilities, and net proceeds of our unsecured debt issuances and through cash flows from operations, including investment sales and repayments as well as income earned on investments. Details of our credit facilities and unsecured debt issuance are described in “—Debt” below. We may from time to time enter into new credit facilities, increase the size of existing credit facilities or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.
As of December 31, 2024, we had approximately $70.4 million of unrestricted cash and cash equivalents, which taken together with our approximately $284.0 million and $680.8 million of availability under the BNP Funding Facility and the Truist Credit Facility (subject to borrowing base availability) (each as defined in Note 6. “Debt” in the notes to the accompanying consolidated financial statements), respectively, we expect to be sufficient for our investing activities and sufficient to conduct our operations in the near term. As of December 31, 2024, we believed we had adequate financial resources to satisfy unfunded portfolio company commitments of $564.8 million.
Equity
On January 26, 2024, we closed our IPO, issuing 5,000,000 shares of our Common Stock at a public offering price of $20.67 per share. Net of underwriting fees, we received net cash proceeds, before offering expenses, of approximately $97.1 million. Our Common Stock began trading on the NYSE under the symbol “MSDL” on January 24, 2024.
In connection with the IPO, we redeemed any fractional shares of Common Stock outstanding for cash in an amount equal to the pro rata portion of $20.67 per share of Common Stock, which was the initial public offering price in the IPO.
The following table summarizes the total shares issued and proceeds received from our capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2023:

Share Issuance DateShares IssuedAmount
October 04, 202310,680,808 $220,238 
Total10,680,808 $220,238 
Following the above capital call, we did not have any remaining undrawn capital commitments.
Distributions and Dividend Reinvestment
Prior to January 26, 2024, we had an “opt in” DRIP. As a result, our stockholders who elected to “opt in” to the DRIP had their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. We adopted an “opt out” DRIP effective as of January 26, 2024 and later amended effective December 7, 2024. As a result, our stockholders who have not “opted out” of the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. Stockholders who receive distributions in the form of shares of Common Stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those stockholders will not receive cash with which to pay any applicable taxes.
The following table summarize our distributions declared and payable for the year ended December 31, 2024 and December 31, 2023, respectively:
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Date DeclaredRecord DatePayment DatePer Share Amount
Shares(1)
For the year ended December 31, 2024
February 29, 2024March 29, 2024April 25, 2024$0.50 512,519 
May 08, 2024June 28, 2024July 25, 20240.50 553,637 
(2)
January 11, 2024August 05, 2024October 25, 20240.10 111,159 
(2)(3)
August 06, 2024September 30, 2024October 25, 20240.50 546,673 
(2)
January 11, 2024November 04, 2024January 24, 20250.10 101,485 
(2)(3)
November 04, 2024December 31, 2024January 24, 20250.50 473,635 
(2)
Total Distributions$2.20 2,299,108 
For the year ended December 31, 2023
March 28, 2023March 28, 2023April 25, 2023$0.50 482,721 
June 27, 2023June 27, 2023July 25, 20230.57 554,001 
(4)
September 26, 2023September 26, 2023October 25, 20230.60 579,388 
(5)
December 28, 2023December 28, 2023January 25, 20240.60 615,660 
(5)
Total Distributions$2.27 2,231,770 
(1) In connection with the distributions with payment dates on January 25, 2024 and January 25, 2023, 615,660 and 445,235 DRIP shares were issued, respectively.
(2) In accordance with the Company’s DRIP, shares were purchased in the open market.
(3) Represents a special distribution declared by the Board on January 11, 2024.
(4) Includes a supplemental distribution of $0.07.
(5) Includes a supplemental distribution of $0.10.

Share Repurchase Plan

On January 25, 2024, we entered into the Company 10b5-1 Plan, to acquire up to $100 million in the aggregate of our Common Stock at prices below our net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
The following table summarizes the shares repurchased under our 10b5-1 Plan during the year ended December 31, 2024:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
July 1, 2024 - July 31, 202439,344 $19.99 39,344 $99.2 
August 1, 2024 - August 31, 2024217,796 20.10 217,796 94.8 
September 1, 2024 - September 30, 2024172,513 20.04 172,513 91.4 
October 1, 2024 - October 31, 2024187,607 19.99 187,607 87.6 
November 1, 2024 - November 30, 2024307,336 20.34 307,336 81.9 
December 1, 2024 - December 31, 2024— — — 81.9 
Total Repurchases924,596 924,596 
No shares were repurchased under our 10b5-1 Plan during the six months ended June 30, 2024.
No shares were repurchased under our 10b5-1 Plan during the year ended December 31, 2023.
Debt
Our outstanding debt obligations were as follows:
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December 31, 2024December 31, 2023
Aggregate Principal CommittedOutstanding PrincipalUnused PortionAggregate Principal CommittedOutstanding PrincipalUnused Portion
CIBC Subscription Facility(1)
$— $— $— $— $— $— 
BNP Funding Facility600,000 316,000 284,000 600,000 282,000 318,000 
Truist Credit Facility(2)
1,300,000 617,401 680,770 1,120,000 520,263 599,484 
2027 Notes(3)
425,000 425,000 — 425,000 425,000 — 
2025 Notes(3)
275,000 275,000 — 275,000 275,000 — 
2029 Notes(3)
350,000 350,000 — — — — 
Total$2,950,000 $1,983,401 $964,770 $2,420,000 $1,502,263 $917,484 
(1)The CIBC Subscription Facility matured and was fully paid off as of December 31, 2022.
(2)As of December 31, 2024 and December 31, 2023, a letter of credit of $1,828 and $253, respectively, was outstanding, which reduced the unused availability under the Truist Credit Facility by the same amount. Under the Truist Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2024 and December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 3,298 and 238, respectively, Canadian dollars (CAD) of 300 and 0, respectively and Pound Sterling (GBP) of 1,020 and 0, respectively.
(3)As of December 31, 2024, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $2,374, $856 and $3,297 and unamortized original issuance discount of $452, $0 and $3,398, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $3,499, $2,065 $0, and unamortized original issuance discount of $667, $0 and $0, respectively.
For additional information on our debt obligations, see Note 6. “Debt” to our consolidated financial statements included in this Report.
RECENT DEVELOPMENTS
Pursuant to a Registration Statement on Form N-14 (File No. 333-283653), which went effective on January 14, 2025, we closed an exchange offer in which holders of the 2029 Notes that were restricted because they were issued in a private placement were offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. Through this exchange offer, holders representing 99.32% of the outstanding principal of the then restricted 2029 Notes obtained registered, unrestricted 2029 Notes.
On February 25, 2025, we amended and restated that certain senior secured revolving credit agreement with Truist Bank (the “A&R Credit Agreement”). The A&R Credit Agreement amended certain terms of the Truist Credit Facility, including, but not limited to, amendments to (a) increase the facility size from $1,300,000 to $1,450,000, (b) extend the revolving period and maturity date with respect to the loans and commitments held by the lenders who consented to the maturity extension until February 23, 2029 and February 25, 2030, respectively, (c) reprice the Truist Credit Facility to S + 1.775% and (d) modify certain covenant restrictions.
From January 1, 2025 through February 26, 2025, we repurchased 11,401 shares at an average price of $20.31, as part of the Company 10b5-1 plan.
On February 27, 2025, our Board authorized an amended and restated share repurchase plan, or the Amended and Restated Company 10b5-1 Plan. Under the Amended and Restated Company 10b5-1 Plan, we may acquire up to $100 million in the aggregate of our Common Stock at prices below our net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The Amended and Restated Company 10b5-1 Plan will terminate upon the earliest to occur of (i) 24-months from the commencement date of the original Company 10b5-1 Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Amended and Restated Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Amended and Restated Company 10b5-1 Plan.
On February 27, 2025, our Board declared a distribution of $0.50 per share, which is payable on April 25, 2025 to shareholders of record as of March 31, 2025.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates including those relating to the valuation of our investment portfolio, should be read in connection with our consolidated financial statements in Part II, Item 8 of this Report, including Note 2 “Significant Accounting Policies.”
We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Deferred Financing Costs and Debt Issuance Costs and Income Taxes. The valuation of investments is our most significant critical estimate. The most significant input is the discount rate used in yield analysis that is based on comparable market yields. Significant increases in the discount rates in isolation would result in a significantly lower fair value measurement. For a further discussion and disclosure of key inputs and considerations related to this estimate, refer to "Note 5—Fair Value Measurements" included in the notes to the consolidated financial statements included in this Report.
83

RELATED PARTY TRANSACTIONS
We have entered into a number of business relationships with affiliated or related parties, including the following (which are defined
in the notes to the accompanying consolidated financial statements if not defined herein):
the Investment Advisory Agreement; and
the Administration Agreement
See Note 3. “Related Party Transactions” to our consolidated financial statements included in this Report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including valuation risk, market risk and interest rate risk.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of portfolio companies. During periods of market dislocation, we will seek to invest prudently in the secondary loan market to provide our investors better risk adjusted returns while adhering to our core investment tenants. Most of our investments will not have a readily available market price. To ensure accurate valuations, our investments are valued at fair value in good faith by the Board based on, among other things, the input of the Investment Adviser, including the Valuation Designee, our Audit Committee and independent third-party valuation firms engaged at the direction of the Board of Directors, or Valuation Designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Market Risk
The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level, may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on a company’s investments and net asset value and can lead to increased market volatility. See “Part I, Item 1A. Risk Factors—General Risk Factors—We are operating in a period of capital markets disruption and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have a negative impact on our business and operations.” of our Form 10-K and — "Part I, Item 1A. Risk Factors — General Risk Factors — Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, such as the Coronavirus pandemic, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition” of this Report.
Interest Rate Risk
We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of December 31, 2024, approximately 99.6% of our debt investments were at floating rates. Based on our Consolidated Statements of Assets and Liabilities as of December 31, 2024, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of December 31, 2024) (dollar amounts in thousands):
84

InterestInterestNet
Basis Point Change - Interest RatesIncome
Expense(1)
Income
Up 300 basis points$113,227 $(38,355)$74,872 
Up 200 basis points$75,485 $(25,570)$49,915 
Up 100 basis points$37,742 $(12,785)$24,957 
Up 25 basis points$9,436 $(3,196)$6,240 
Down 25 basis points$(9,436)$3,196 $(6,240)
Down 100 basis points$(37,742)$12,785 $(24,957)
Down 200 basis points$(75,485)$25,570 $(49,915)
Down 300 basis points$(113,227)$38,355 $(74,872)
(1) Includes the impact of our interest rate swaps as a result of interest rate changes.
We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts or our credit facilities, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities.
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Item 8. Consolidated Financial Statements and Supplementary Data







































86














REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Morgan Stanley Direct Lending Fund
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying consolidated statements of assets and liabilities of Morgan Stanley Direct Lending Fund and subsidiaries (the "Company"), including the consolidated schedules of investments, as of December 31, 2024 and 2023, 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 financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “consolidated financial statements and financial highlights”). 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, 2024 and 2023, 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 five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
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.
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, 2024 and 2023, 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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Investments –Level 3 Fair Value Measurements (for first and second lien debt) — Refer to Notes 2 and 5 to the financial statements
Critical Audit Matter Description
The Company held first and second lien debt classified as Level 3 investments under accounting principles generally accepted in the United States of America. The valuation techniques used in estimating the fair value of these investments vary and certain significant inputs used were unobservable.

87














We identified the valuation of first and second lien debt Level 3 investments as a critical audit matter given the judgments involved in estimating fair value, including the selection of valuation approaches and development of unobservable inputs. This required a high degree of auditor judgment and extensive audit effort, including the need to involve fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to valuation techniques and unobservable inputs used by management to estimate the fair value of first and second lien debt Level 3 investments included the following, among others:
We tested the effectiveness of controls over management’s valuation of first and second lien debt Level 3 investments, including those related to valuation techniques and significant unobservable inputs.
We evaluated the appropriateness of the valuation techniques used for first and second lien debt Level 3 investments and tested the related significant unobservable inputs by comparing these inputs to external sources or, as applicable, by comparing to independently developed estimates. For selected investments, we used the assistance of our fair value specialists.
For certain investments, we developed our own independent estimate of the fair value and compared our estimate to management’s estimate. For selected investments, we used the assistance of our fair value specialists.
We evaluated management’s ability to reasonably estimate fair value by comparing management’s historical estimates to subsequent transactions, taking into account changes in market or investment specific conditions, where applicable.
/s/Deloitte & Touche LLP
New York, NY
February 27, 2025
We have served as the Company's auditor since 2019.



















88














REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Morgan Stanley Direct Lending Fund
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Morgan Stanley Direct Lending Fund and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/Deloitte & Touche LLP
New York, NY
February 27, 2025



89


Morgan Stanley Direct Lending Fund
Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share amounts)
As of
December 31, 2024December 31, 2023
(Audited)(Audited)
Assets
Non-controlled/non-affiliated investments, at fair value (amortized cost of $3,813,127 and $3,226,776)
$3,791,494 $3,193,561 
Cash and cash equivalents (restricted cash of $2,000 and $0)
72,372 69,705 
Deferred financing costs16,498 14,317 
Interest and dividend receivable from non-controlled/non-affiliated investments30,554 28,884 
Subscription receivable 41 
Receivable for investments sold/repaid470 173 
Prepaid expenses and other assets630 53 
Total assets3,912,018 3,306,734 
Liabilities
Debt (net of unamortized debt issuance costs of $6,527 and $5,564)
1,973,479 1,496,032 
Payable for investment purchased192 8 
Payable to affiliates (Note 3)29 2,870 
Dividends payable53,229 49,968 
Management fees payable7,042 2,012 
Income based incentive fees payable8,956 11,766 
Interest payable21,205 18,823 
Accrued expenses and other liabilities5,730 4,104 
Total liabilities2,069,862 1,585,583 
Commitments and contingencies (Note 7)
Net assets
Preferred stock, $0.001 par value (1,000,000 shares authorized; no shares issued and outstanding)
  
Common stock, par value $0.001 (100,000,000 shares authorized; 88,511,089 and 83,278,831 shares issued and outstanding)
89 83 
Paid-in capital in excess of par value1,812,443 1,712,609 
Total distributable earnings (loss)29,624 8,459 
Total net assets$1,842,156 $1,721,151 
Total liabilities and net assets$3,912,018 $3,306,734 
Net asset value per share$20.81 $20.67 
The accompanying notes are an integral part of these audited consolidated financial statements







90


Morgan Stanley Direct Lending Fund
Consolidated Statements of Operations
(In thousands, except share and per share amounts)
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Investment Income:
From non-controlled/non-affiliated investments:
Interest income$396,421 $355,530 $223,119 
Payment-in-kind 10,709 4,276 1,626 
Dividend income2,591 2,124 1,488 
Other income6,354 5,808 4,360 
Total investment income416,075 367,738 230,593 
Expenses:
Interest and other financing expenses122,928 112,883 67,182 
Management fees35,415 30,550 26,715 
Income based incentive fees43,467 42,012 26,635 
Capital gains incentive fees  (2,441)
Professional fees6,718 4,470 3,206 
Directors’ fees533 345 362 
Administrative service fees216 178 72 
General and other expenses97 633 510 
Total expenses209,374 191,071 122,241 
Expense support (Note 3)  44 
Management fees waiver (Note 3)(9,936)(22,913)(20,036)
Incentive fees waiver (Note 3)(6,035)  
Net expenses193,403 168,158 102,249 
Net investment income (loss) before taxes222,672 199,580 128,344 
Excise tax expense2,437 1,519 334 
Net investment income (loss) after taxes220,235 198,061 128,010 
Net realized and unrealized gain (loss):
Realized gain (loss):
Net realized gain (loss) on non-controlled/non-affiliated investments(16,480)118 537 
Foreign currency and other transactions13   
Net realized gain (loss)(16,467)118 537 
Net change in unrealized appreciation (depreciation):
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments11,904 32,835 (80,005)
Translation of assets and liabilities in foreign currencies(108)  
Net unrealized appreciation (depreciation) 11,796 32,835 (80,005)
Net realized and unrealized gain (loss)(4,671)32,953 (79,468)
Net increase (decrease) in net assets resulting from operations$215,564 $231,014 $48,542 
Net investment income (loss) per share (basic and diluted)$2.48 $2.67 $2.08 
Earnings per share (basic and diluted)$2.43 $3.11 $0.79 
Weighted average shares outstanding88,649,149 74,239,743 61,676,363 
    
The accompanying notes are an integral part of these audited consolidated financial statements
91


Morgan Stanley Direct Lending Fund
Consolidated Statements of Changes in Net Assets
(In thousands, except share and per share amount)
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Net assets at the beginning of period$1,721,151 $1,397,305 $1,188,587 
Increase (decrease) in net assets resulting from operations:
Net investment income (loss)220,235 198,061 128,010 
Net realized gain (loss)(16,467)118 537 
Net change in unrealized appreciation (depreciation)11,796 32,835 (80,005)
Net increase in net assets resulting from operations215,564 231,014 48,542 
Distributions to stockholders from:
Distributable earnings(195,729)(169,291)(119,437)
Total distributions to stockholders(195,729)(169,291)(119,437)
Capital transactions:
Issuance of common stock, net of underwriting and offering costs95,847 220,238 249,291 
Reinvestment of dividends23,385 41,885 30,322 
Repurchase of common stock(18,062)  
Net increase (decrease) in net assets resulting from capital transactions101,170 262,123 279,613 
Total increase (decrease) in net assets121,005 323,846 208,718 
Net assets at end of period$1,842,156 $1,721,151 $1,397,305 
Dividends per share$2.20 $2.27 $1.92 

The accompanying notes are an integral part of these audited consolidated financial statements
92


Morgan Stanley Direct Lending Fund
Consolidated Statements of Cash Flows
(In thousands)
For the Year Ended
December 31, 2024December 31, 2023December 31, 2022
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations$215,564 $231,014 $48,542 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments(11,904)(32,835)80,005 
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies108   
Net unrealized (appreciation) depreciation on interest rate swap attributed to unsecured notes10   
Net realized (gain) loss on investments16,480 (118)(537)
Net realized (gain) loss on foreign currency and other transactions(13)  
Net accretion of discount and amortization of premium on investments(14,866)(11,314)(11,418)
Payment-in-kind interest and dividend capitalized
(13,073)(6,069)(2,714)
Amortization of deferred financing costs3,726 3,249 3,735 
Amortization of debt issuance costs and original issuance discount on unsecured notes3,853 2,548 1,551 
Purchases of investments and change in payable for investments purchased(1,232,200)(632,097)(945,209)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid657,194 362,493 393,780 
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments
(1,670)(7,973)(9,171)
(Increase) decrease in prepaid expenses and other assets(132)(13)228 
(Decrease) increase in payable to affiliates(2,841)784 (2,345)
(Decrease) increase in management fees payable5,030 229 477 
(Decrease) increase in incentive fees payable(2,810)3,648 (541)
(Decrease) increase in interest payable2,382 1,804 13,738 
(Decrease) increase in accrued expenses and other liabilities1,626 826 44 
Net cash provided by (used in) operating activities(373,536)(83,824)(429,835)
Cash flows from financing activities:
Borrowings on debt1,189,469 408,000 1,566,175 
Repayments on debt(712,000)(438,000)(1,284,850)
Deferred financing costs paid(5,907)(9,942)(4,006)
Debt issuance costs paid(4,114) (9,259)
Dividends paid in cash(169,083)(110,497)(85,748)
Proceeds from issuance of common stock, net of underwriting & offering costs 95,888 222,753 254,585 
Repurchases of common stock(18,062)  
Net cash provided by (used in) financing activities376,191 72,314 436,897 
Net increase (decrease) in cash, cash equivalents and restricted cash2,655 (11,510)7,062 
93


Morgan Stanley Direct Lending Fund
Consolidated Statements of Cash Flows
(In thousands)
Effect of foreign exchange rate changes on cash12   
Cash, cash equivalents and restricted cash, beginning of period69,705 81,215 74,153 
Cash, cash equivalents and restricted cash, end of period$72,372 $69,705 $81,215 
Supplemental information and non-cash activities:
Excise tax paid$1,516 $361 $57 
Interest expense paid$112,955 $105,282 $48,565 
Reinvestment of dividends$23,385 $41,885 $30,322 
Dividends payable$53,229 $49,968 $33,058 
Non-cash purchases of investments$(24,930)$ $ 
Non-cash sales of investments$24,930 $ $ 
Subscriptions receivable$ $41 $2,556 

The accompanying notes are an integral part of these audited consolidated financial statements
94


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Debt Investments
Aerospace & Defense
Jonathan Acquisition Company(6) (8) First Lien DebtS +5.00%9.43%12/22/20263,389 $3,346 $3,389 0.18 %
Mantech International CP(6) (9) First Lien DebtS +5.00%9.59%9/14/20294,194 4,190 4,194 0.23 
Mantech International CP(6) (9) (16)First Lien DebtS +5.00%9.59%9/14/2029 (1)  
Mantech International CP(6) (9) (16)First Lien DebtS +5.00%9.59%9/14/2028 (1)  
PCX Holding Corp.(6) (7) (8)First Lien DebtS +6.25%10.73%4/22/202717,862 17,781 16,647 0.90 
PCX Holding Corp.(6) (8)First Lien DebtS +6.25%10.73%4/22/202717,986 17,816 16,763 0.91 
PCX Holding Corp.(6) (8)First Lien DebtS +6.25%10.73%4/22/20271,851 1,844 1,725 0.09 
Two Six Labs, LLC(6) (9)First Lien DebtS +5.25%9.90%8/20/202734,367 33,937 34,314 1.86 
Two Six Labs, LLC(6) (9) (16)First Lien DebtS +5.25%9.90%8/20/20274,210 4,150 4,192 0.23 
Two Six Labs, LLC(6) (9) (16)First Lien DebtS +5.25%9.90%8/20/2027 (19)(6) 
83,043 81,218 4.41 
Air Freight & Logistics
AGI-CFI Holdings, Inc.(6) (9)First Lien DebtS +5.75%10.23%6/11/202714,118 13,960 14,118 0.77 
RoadOne IntermodaLogistics(6) (8)First Lien DebtS +6.25%10.84%12/29/20281,639 1,602 1,602 0.09 
RoadOne IntermodaLogistics(6) (8)First Lien DebtS +6.25%10.84%12/29/2028150 147 147 0.01 
RoadOne IntermodaLogistics(6) (8) (16)First Lien DebtS +6.25%10.84%12/29/202875 68 68  
15,777 15,935 0.87 
Automobile Components
Continental Battery Company(6) (8)First Lien DebtS +
7.00% (incl. 4.08% PIK)
11.48%1/20/20276,473 6,415 4,571 0.25 
PAI Holdco, Inc.(6) (8)Second Lien DebtS +
7.50% (incl. 2.00% PIK)
12.24%10/28/202827,110 26,683 23,862 1.30 
Randy's Holdings, Inc.(6) (8)First Lien DebtS +5.00%9.45%11/1/20296,608 6,467 6,608 0.36 
Randy's Holdings, Inc.(6) (8) (16)First Lien DebtS +5.00%9.45%11/1/2029664 634 664 0.04 
Randy's Holdings, Inc.(6) (8) (16)First Lien DebtS +5.00%9.45%11/1/2029305 288 305 0.02 
Sonny's Enterprises, LLC(6) (7) (8)First Lien DebtS +5.50%10.17%8/5/202845,548 45,098 44,086 2.39 
Sonny's Enterprises, LLC(6) (8) (16)First Lien DebtS +5.50%10.17%8/5/2028113 103 68  
Spectrum Automotive Holdings Corp.(6) (7) (9)First Lien DebtS +5.25%9.58%6/29/202823,170 22,970 23,040 1.25 
Spectrum Automotive Holdings Corp.(6) (9) (16)First Lien DebtS +5.25%9.58%6/29/20287,449 7,322 7,360 0.40 
Spectrum Automotive Holdings Corp.(6) (9) (16)First Lien DebtS +5.25%9.58%6/29/2027 (5)(5) 
115,975 110,559 6.00 
Automobiles
ARI Network Services, Inc.(6) (9)First Lien DebtS +5.00%9.36%8/28/202620,614 20,459 20,533 1.11 
ARI Network Services, Inc.(6) (7) (9)First Lien DebtS +5.00%9.36%8/28/20263,557 3,530 3,544 0.19 
ARI Network Services, Inc.(6) (9) (16)First Lien DebtS +5.00%9.36%8/28/20261,380 1,376 1,369 0.07 
95


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
COP Collisionright Parent, LLC(6) (7) (8)First Lien DebtS +5.50%10.09%1/29/20306,364 $6,252 $6,289 0.34 %
COP Collisionright Parent, LLC(6) (8) (16)First Lien DebtS +5.50%10.09%1/29/20301,864 1,815 1,821 0.10 
COP Collisionright Parent, LLC(6) (8) (16)First Lien DebtS +5.50%10.09%1/29/2030154 137 142 0.01 
Drivecentric Holdings, LLC(6) (9)First Lien DebtS +4.75%9.27%8/15/203126,470 26,216 26,449 1.44 
Drivecentric Holdings, LLC(6) (9) (16)First Lien DebtS +4.75%9.27%8/15/2031 (33)(3) 
LeadVenture, Inc.(6) (9) (16)First Lien DebtS +5.00%9.36%8/28/2026367 360 363 0.02 
Turbo Buyer, Inc.(6) (8)First Lien DebtS +6.00%10.48%12/2/202537,170 36,996 35,899 1.95 
Turbo Buyer, Inc.(6) (8)First Lien DebtS +6.00%10.48%12/2/202537,353 37,140 36,076 1.96 
Vehlo Purchaser, LLC(6) (9)First Lien DebtS +5.25%9.61%5/24/20282,936 2,911 2,917 0.16 
Vehlo Purchaser, LLC(6) (9) (16)First Lien DebtS +5.25%9.61%5/24/2028713 633 617 0.03 
Vehlo Purchaser, LLC(6) (9) (16)First Lien DebtS +5.25%9.61%5/24/2028 (1)(1) 
137,791 136,015 7.38 
Biotechnology
GraphPad Software, LLC(6) (9)First Lien DebtS +4.75%9.08%6/30/203126,824 26,698 26,824 1.46 
GraphPad Software, LLC(6) (9) (16)First Lien DebtS +4.75%9.08%6/30/2031796 759 796 0.04 
GraphPad Software, LLC(6) (9) (16)First Lien DebtS +4.75%9.08%6/30/2031 (14)  
27,443 27,620 1.50 
Building Products
Project Potter Buyer, LLC(6) (8)First Lien DebtS +6.00%10.33%4/23/202713,617 13,617 13,617 0.74 
Project Potter Buyer, LLC(6) (8) (16)First Lien DebtS +6.00%10.33%4/23/2026    
13,617 13,617 0.74 
Chemicals
Tank Holding Corp.(7) (9)First Lien DebtS +5.75%10.27%3/31/202813,845 13,676 13,571 0.74 
Tank Holding Corp.(6) (7) (9)First Lien DebtS +5.75%10.27%3/31/20281,709 1,671 1,701 0.09 
Tank Holding Corp.(6) (9) (16)First Lien DebtS +5.75%10.27%3/31/2028414 403 412 0.02 
Tank Holding Corp.(9) (16)First Lien DebtS +5.75%10.27%3/31/2028 (9)(16) 
V Global Holdings, LLC(6) (7) (9)First Lien DebtS +5.75%10.42%12/22/20274,805 4,747 4,567 0.25 
V Global Holdings, LLC(6) (9) (16)First Lien DebtS +5.75%10.42%12/22/2025393 389 359 0.02 
20,877 20,594 1.12 
Commercial Services & Supplies
365 Retail Markets, LLC(6) (8)First Lien DebtS +4.50%9.24%12/26/202816,929 16,773 16,929 0.92 
365 Retail Markets, LLC(6) (8)First Lien DebtS +4.50%9.24%12/26/20285,432 5,394 5,432 0.29 
Atlas Us Finco, Inc.(6) (8) (12)First Lien DebtS +5.00%9.63%12/9/20298,970 8,802 8,970 0.49 
Atlas Us Finco, Inc.(6) (8) (12) (16)First Lien DebtS +5.00%9.63%12/9/2028 (4)  
BPG Holdings IV Corp.(6) (9)First Lien DebtS +6.00%10.33%7/29/202911,529 10,952 9,927 0.54 
Consor Intermediate II, LLC(6) (9)First Lien DebtS +4.50%8.83%5/12/20315,022 4,975 4,994 0.27 
96


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Consor Intermediate II, LLC(6) (9) (16)First Lien DebtS +4.50%8.83%5/12/2031 $(21)$(26) %
Consor Intermediate II, LLC(6) (9) (16)First Lien DebtS +4.50%8.83%5/12/2031 (11)(7) 
CRCI Longhorn Holdings, Inc.(6) (7) (9)First Lien DebtS +5.00%9.36%8/27/20319,882 9,787 9,882 0.54 
CRCI Longhorn Holdings, Inc.(6) (9) (16)First Lien DebtS +5.00%9.36%8/27/2031 (12)  
CRCI Longhorn Holdings, Inc.(6) (9) (16)First Lien DebtS +5.00%9.36%8/27/2031741 726 741 0.04 
Encore Holdings, LLC(6) (9)First Lien DebtS +5.25%9.58%11/23/20281,812 1,792 1,805 0.10 
Encore Holdings, LLC(6) (9) (16)First Lien DebtS +5.25%9.58%11/23/202812,409 12,226 12,285 0.67 
Encore Holdings, LLC(6) (16)First Lien DebtP +4.00%11.50%11/23/2027 (5)(2) 
Energy Labs Holdings Corp.(6) (8)First Lien DebtS +5.00%9.46%4/7/2028467 462 461 0.03 
Energy Labs Holdings Corp.(6) (8)First Lien DebtS +5.00%9.46%4/7/2028195 189 189 0.01 
Energy Labs Holdings Corp.(6) (8) (16)First Lien DebtS +5.00%9.46%4/7/2028 (2)(3) 
FLS Holding, Inc.(6) (8) (12)First Lien DebtS +5.25%9.71%12/15/202818,833 18,591 16,825 0.91 
FLS Holding, Inc.(6) (8) (12)First Lien DebtS +5.25%9.71%12/15/20284,416 4,357 3,945 0.21 
FLS Holding, Inc.(6) (8) (12) (16)First Lien DebtS +5.25%9.71%12/17/2027901 883 709 0.04 
Ground Penetrating Radar Systems, LLC(6) (7) (8)First Lien DebtS +5.25%9.77%4/2/203120,460 20,183 20,460 1.11 
Ground Penetrating Radar Systems, LLC(6) (8) (16)First Lien DebtS +5.25%9.77%4/2/2031 (52)  
Ground Penetrating Radar Systems, LLC(6) (16)First Lien DebtP +4.25%11.75%4/2/2031326 291 326 0.02 
Helios Service Partners, LLC(6) (8)First Lien DebtS +5.00%9.59%3/19/20276,790 6,678 6,788 0.37 
Helios Service Partners, LLC(6) (8) (16)First Lien DebtS +5.00%9.59%3/19/202711,098 10,864 11,059 0.60 
Helios Service Partners, LLC(6) (8) (16)First Lien DebtS +5.00%9.59%3/19/2027 (19)  
Hercules Borrower, LLC(6) (9) (16)First Lien DebtS +5.25%9.68%12/15/2026C$824 448 363 0.02 
HSI Halo Acquisition, Inc.(6) (9)First Lien DebtS +5.00%9.59%6/30/203113,587 13,458 13,587 0.74 
HSI Halo Acquisition, Inc.(6) (9) (16)First Lien DebtS +5.00%9.59%6/30/2031563 545 563 0.03 
HSI Halo Acquisition, Inc.(6) (9) (16)First Lien DebtS +5.00%9.59%6/28/2030 (20)  
Iris Buyer, LLC(6) (8)First Lien DebtS +6.25%10.84%10/2/20306,938 6,771 6,938 0.38 
Iris Buyer, LLC(6) (8) (16)First Lien DebtS +6.25%10.84%10/2/2030654 635 654 0.04 
Iris Buyer, LLC(6) (8) (16)First Lien DebtS +6.25%10.84%10/2/2029 (22)  
Procure Acquireco, Inc. (Procure Analytics)(6) (9)First Lien DebtS +4.75%9.49%12/20/20283,849 3,800 3,849 0.21 
Procure Acquireco, Inc. (Procure Analytics)(6) (9) (16)First Lien DebtS +4.75%9.49%12/20/2028190 185 187 0.01 
Procure Acquireco, Inc. (Procure Analytics)(6) (9) (16)First Lien DebtS +4.75%9.49%12/20/2028 (3)  
Pye-Barker Fire & Safety, LLC(6) (9)First Lien DebtS +4.50%8.83%5/26/203126,325 26,325 26,325 1.43 
Pye-Barker Fire & Safety, LLC(6) (9) (16)First Lien DebtS +4.50%8.83%5/26/20313,752 3,685 3,752 0.20 
Pye-Barker Fire & Safety, LLC(6) (9) (16)First Lien DebtS +4.50%8.83%5/24/2030456 423 456 0.02 
Routeware, Inc.(6) (8)First Lien DebtS +5.25%9.60%9/18/20313,182 3,151 3,182 0.17 
Routeware, Inc.(6) (8) (16)First Lien DebtS +5.25%9.60%9/18/2031 (7)  
Routeware, Inc.(6) (8) (16)First Lien DebtS +5.25%9.60%9/18/2031 (3)  
97


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Sherlock Buyer Corp.(6) (8)First Lien DebtS +5.75%10.18%12/08/202810,838 $10,699 $10,838 0.59 %
Sherlock Buyer Corp.(6) (8) (16)First Lien DebtS +5.75%10.18%12/8/2027 (13)  
Surewerx Purchaser III, Inc.(6) (9) (12)First Lien DebtC +5.25%9.58%12/28/2029C$5,647 5,451 5,570 0.30 
Surewerx Purchaser III, Inc.(6) (9) (12) (16)First Lien DebtS +5.25%9.58%12/28/2029 (16)  
Surewerx Purchaser III, Inc.(6) (9) (12)First Lien DebtC +5.25%9.58%12/28/2028C$793 757 776 0.04 
Sweep Midco, LLC(6) (14)Second Lien Debt3/12/20341,674 836 1,085 0.06 
Sweep Midco, LLC(6) (14)Second Lien Debt3/12/20364,872    
Sweep Purchaser, LLC(6)First Lien DebtS +
5.75% PIK
10.24%6/30/20276,129 6,129 6,129 0.33 
Sweep Purchaser, LLC(6) (8)First Lien DebtS +5.75%10.24%6/30/20273,163 3,163 3,163 0.17 
Sweep Purchaser, LLC(6) (8) (16)First Lien DebtS +5.75%10.24%6/30/2027    
Tamarack Intermediate, LLC(6) (9)First Lien DebtS +5.75%10.30%3/13/20287,019 6,939 7,019 0.38 
Tamarack Intermediate, LLC(6) (9)First Lien DebtS +5.75%10.30%3/13/2028595 584 595 0.03 
Tamarack Intermediate, LLC(6) (9) (16)First Lien DebtS +5.75%10.30%3/13/2028 (10)  
Transit Technologies, LLC(6) (7) (9)First Lien DebtS +4.75%9.51%8/20/20317,955 7,878 7,955 0.43 
Transit Technologies, LLC(6) (9) (16)First Lien DebtS +4.75%9.51%8/20/2031 (13)  
Transit Technologies, LLC(6) (9) (16)First Lien DebtS +4.75%9.51%8/20/2030 (16)  
United Flow Technologies Intermediate Holdco II, LLC(6) (8)First Lien DebtS +5.25%9.58%6/23/20318,888 8,762 8,888 0.48 
United Flow Technologies Intermediate Holdco II, LLC(6) (8) (16)First Lien DebtS +5.25%9.58%6/23/2031485 447 485 0.03 
United Flow Technologies Intermediate Holdco II, LLC(6) (8) (16)First Lien DebtS +5.25%9.58%6/21/2030 (14)  
US Infra Svcs Buyer, LLC(6) (7) (8)First Lien DebtS +
7.25% (incl. 4.75% PIK)
12.01%4/13/202713,851 13,747 12,111 0.66 
US Infra Svcs Buyer, LLC(6) (7) (8)First Lien DebtS +
7.25% (incl. 4.75% PIK)
12.01%4/13/20271,955 1,945 1,709 0.09 
US Infra Svcs Buyer, LLC(6) (8)First Lien DebtS +
7.25% (incl. 4.75% PIK)
12.01%4/13/20272,250 2,240 1,967 0.11 
Vensure Employer Services, Inc.(6) (10)First Lien DebtS +5.00%9.33%9/29/20317,972 7,895 7,972 0.43 
Vensure Employer Services, Inc.(6) (10) (16)First Lien DebtS +5.00%9.33%9/29/2031309 296 309 0.02 
VRC Companies, LLC(6) (8)First Lien DebtS +5.75%10.27%6/29/202772,257 71,720 72,257 3.92 
VRC Companies, LLC(6) (8)First Lien DebtS +5.75%10.27%6/29/2027496 491 496 0.03 
VRC Companies, LLC(6) (8) (16)First Lien DebtS +5.75%10.27%6/29/2027 (10)  
343,057 340,869 18.50 
Construction & Engineering
Arcoro Holdings Corp.(6) (8)First Lien DebtS +5.50%9.83%3/28/203012,978 12,744 12,883 0.70 
Arcoro Holdings Corp.(6) (8) (16)First Lien DebtS +5.50%9.83%3/28/2030 (34)(14) 
KPSKY Acquisition, Inc.(6) (9)First Lien DebtS +5.50%10.19%10/19/202833,518 33,103 29,640 1.61 
KPSKY Acquisition, Inc.(6) (9)First Lien DebtS +5.50%10.19%10/19/20287,675 7,573 6,788 0.37 
LJ Avalon Holdings, LLC(6) (8)First Lien DebtS +5.00%9.53%2/1/20304,090 3,992 4,090 0.22 
98


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
LJ Avalon Holdings, LLC(6) (8) (16)First Lien DebtS +5.00%9.53%2/1/20301,674 $1,627 $1,674 0.09 %
LJ Avalon Holdings, LLC(6) (8) (16)First Lien DebtS +5.00%9.53%2/1/2029 (14)  
Superman Holdings, LLC(6) (9)First Lien DebtS +4.50%8.86%8/29/203120,047 19,951 20,047 1.09 
Superman Holdings, LLC(6) (9) (16)First Lien DebtS +4.50%8.86%8/29/2031 (16)  
Superman Holdings, LLC(6) (9) (16)First Lien DebtS +4.50%8.86%8/29/2031 (14)  
78,912 75,108 4.08 
Consumer Staples Distribution & Retail
PDI TA Holdings, Inc.(6) (9)First Lien DebtS +5.50%10.09%2/3/203122,395 22,204 22,279 1.21 
PDI TA Holdings, Inc.(6) (9) (16)First Lien DebtS +5.50%10.09%2/3/20312,911 2,862 2,884 0.16 
PDI TA Holdings, Inc.(6) (9) (16)First Lien DebtS +5.50%10.09%2/3/2031 (20)(12) 
25,046 25,151 1.37 
Containers & Packaging
BP Purchaser, LLC(6) (9)First Lien DebtS +5.50%10.16%12/11/202817,030 16,811 15,794 0.86 
FORTIS Solutions Group, LLC(6) (9)First Lien DebtS +5.50%9.93%10/13/202826,676 26,346 26,676 1.45 
FORTIS Solutions Group, LLC(6) (9) (16)First Lien DebtS +5.50%9.93%10/13/2028145 140 145 0.01 
FORTIS Solutions Group, LLC(6) (9) (16)First Lien DebtS +5.50%9.93%10/15/2027945 920 945 0.05 
44,217 43,560 2.36 
Distributors
48Forty Solutions, LLC(6) (8)First Lien DebtS +
6.00% (incl. 4.00% PIK)
10.65%11/30/202917,476 17,267 11,291 0.61 
48Forty Solutions, LLC(6) (8) (16)First Lien DebtS +
6.00% (incl. 4.00% PIK)
10.65%11/30/20291,167 1,140 207 0.01 
ABB Concise Optical Group, LLC(6) (9)First Lien DebtS +7.50%11.98%2/23/202817,008 16,749 15,899 0.86 
Avalara, Inc.(6) (9)First Lien DebtS +6.25%10.58%10/19/202810,402 10,224 10,402 0.56 
Avalara, Inc.(6) (16)First Lien DebtS +6.25%10.58%10/19/2028 (16)  
Bradyplus Holdings, LLC(6) (7) (8)First Lien DebtS +5.00%9.52%10/31/20297,950 7,817 7,950 0.43 
Bradyplus Holdings, LLC(6) (8) (16)First Lien DebtS +5.00%9.52%10/31/202950 47 50  
PT Intermediate Holdings III, LLC(6) (9)First Lien DebtS +
5.00% (incl. 1.75% PIK)
9.33%4/9/203041,594 41,239 41,594 2.26 
PT Intermediate Holdings III, LLC(6) (9) (16)First Lien DebtS +
5.00% (incl. 1.75% PIK)
9.33%4/9/2030 (4)  
94,463 87,393 4.74 
Diversified Consumer Services
Any Hour, LLC(6) (7)First Lien DebtS +5.00%9.33%5/23/203023,604 23,277 23,354 1.27 
Any Hour, LLC(6) (16)First Lien DebtS +5.00%9.33%5/23/2030669 617 595 0.03 
Any Hour, LLC(6) (16)First Lien DebtS +5.00%9.33%5/23/20301,662 1,616 1,626 0.09 
Any Hour, LLC(6)Other Debt
13.00% PIK
13.00%5/23/20316,371 6,260 6,304 0.34 
99


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Apex Service Partners, LLC(6) (7) (8)First Lien DebtS +5.00%9.51%10/24/203036,909 $36,334 $36,909 2.00 %
Apex Service Partners, LLC(6) (8)First Lien DebtS +5.00%9.51%10/24/20308,789 8,629 8,789 0.48 
Apex Service Partners, LLC(6) (8) (16)First Lien DebtS +5.00%9.51%10/24/20291,980 1,937 1,980 0.11 
Assembly Intermediate, LLC(6) (8)First Lien DebtS +5.25%9.58%10/19/202720,741 20,518 20,741 1.13 
Assembly Intermediate, LLC(6) (8)First Lien DebtS +5.25%9.58%10/19/20274,148 4,106 4,148 0.23 
Assembly Intermediate, LLC(6) (8) (16)First Lien DebtS +5.25%9.58%10/19/2027 (19)  
Eclipse Buyer, Inc.(6) (10)First Lien DebtS +4.75%9.26%9/8/20314,244 4,203 4,244 0.23 
Eclipse Buyer, Inc.(6) (10) (16)First Lien DebtS +4.75%9.26%9/8/2031 (3)  
Eclipse Buyer, Inc.(6) (10) (16)First Lien DebtS +4.75%9.26%9/6/2031 (4)  
Essential Services Holding Corporation(6) (9)First Lien DebtS +5.00%9.65%6/17/203117,244 17,082 17,244 0.94 
Essential Services Holding Corporation(6) (9) (16)First Lien DebtS +5.00%9.65%6/17/2031 (22)  
Essential Services Holding Corporation(6) (9) (16)First Lien DebtS +5.00%9.65%6/17/2030 (27)  
EVDR Purchaser, Inc.(6) (9)First Lien DebtS +5.50%9.86%2/14/203120,428 20,057 20,428 1.11 
EVDR Purchaser, Inc.(6) (9) (16)First Lien DebtS +5.50%9.86%2/14/2031 (51)  
EVDR Purchaser, Inc.(6) (9) (16)First Lien DebtS +5.50%9.86%2/14/2031588 526 588 0.03 
FPG Intermediate Holdco, LLC(6) (8) (11)First Lien DebtS +
6.75% (incl. 5.75% PIK)
11.09%3/5/2027435 431 346 0.02 
FPG Intermediate Holdco, LLC(6) (8) (11) (16)First Lien DebtS +
6.75% (incl. 5.75% PIK)
11.09%3/5/202711 11 11  
Heartland Home Services(6) (9)First Lien DebtS +5.75%10.18%12/15/20261,926 1,919 1,825 0.10 
Lightspeed Solution, LLC(6) (9)First Lien DebtS +
6.50% (incl. 2.17% PIK)
10.86%3/1/20288,200 8,109 8,200 0.45 
Lightspeed Solution, LLC(6) (9)First Lien DebtS +
6.50% (incl. 2.17% PIK)
10.86%3/1/2028541 534 541 0.03 
LUV Car Wash Group, LLC(6) (8)First Lien DebtS +7.00%11.74%12/9/2026887 882 887 0.05 
Magnolia Wash Holdings(6) (8)First Lien DebtS +6.50%11.36%7/14/20283,263 3,219 2,959 0.16 
Magnolia Wash Holdings(6) (8)First Lien DebtS +6.50%11.36%7/14/2028692 682 627 0.03 
Magnolia Wash Holdings(6) (8) (16)First Lien DebtS +6.50%11.36%7/14/202887 85 72  
Project Accelerate Parent, LLC(6) (9)First Lien DebtS +5.25%9.61%2/24/20318,706 8,627 8,706 0.47 
Project Accelerate Parent, LLC(6) (9) (16)First Lien DebtS +5.25%9.61%2/24/2031 (11)  
Vertex Service Partners, LLC(6) (7) (9)First Lien DebtS +5.75%10.11%11/8/20301,761 1,722 1,761 0.10 
Vertex Service Partners, LLC(6) (9) (16)First Lien DebtS +5.75%10.11%11/8/20303,409 3,330 3,405 0.18 
Vertex Service Partners, LLC(6) (9) (16)First Lien DebtS +5.75%10.11%11/8/2030407 398 407 0.02 
174,974 176,697 9.59 
Electrical Equipment
Spark Buyer, LLC(6) (9)First Lien DebtS +5.25%9.77%10/15/20312,188 2,155 2,155 0.12 
Spark Buyer, LLC(6) (9) (16)First Lien DebtS +5.25%9.77%10/15/2031 (6)(6) 
100


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Spark Buyer, LLC(6) (9) (16)First Lien DebtS +5.25%9.77%10/15/2031 $(6)$(6) %
2,143 2,143 0.12 
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC(6) (9)First Lien DebtS +
6.60% (incl. 4.60% PIK)
11.30%7/6/20286,061 5,986 4,496 0.24 
Abracon Group Holdings, LLC(6) (9)First Lien DebtS +
6.60% (incl. 4.60% PIK)
11.30%7/6/2028401 396 297 0.02 
Dwyer Instruments, Inc.(6) (9)First Lien DebtS +4.75%9.13%7/20/202914,308 14,127 14,270 0.77 
Dwyer Instruments, Inc.(6) (9) (16)First Lien DebtS +4.75%9.13%7/20/20294,956 4,877 4,954 0.27 
Dwyer Instruments, Inc.(6) (9) (16)First Lien DebtS +4.75%9.13%7/20/2029233 214 233 0.01 
Infinite Bidco, LLC(6) (10)First Lien DebtS +6.25%10.77%3/2/202812,235 11,986 12,235 0.66 
Infinite Bidco, LLC(10)Second Lien DebtS +7.00%11.85%3/2/202925,500 25,454 22,440 1.22 
Magneto Components Buyco, LLC(6) (7) (9)First Lien DebtS +
6.00% (incl. 1.50% PIK)
10.33%12/5/203015,365 15,118 15,261 0.83 
Magneto Components Buyco, LLC(6) (9) (16)First Lien DebtS +
6.00% (incl. 1.50% PIK)
10.33%12/5/2030 (24)(21) 
Magneto Components Buyco, LLC(6) (9) (16)First Lien DebtS +
6.00% (incl. 1.50% PIK)
10.33%12/5/2029 (38)(17) 
NSi Holdings, Inc.(6) (9)First Lien DebtS +5.00%9.36%11/15/20317,368 7,296 7,296 0.40 
NSi Holdings, Inc.(6) (9) (16)First Lien DebtS +5.00%9.36%11/15/2031 (6)(6) 
NSi Holdings, Inc.(6) (9) (16)First Lien DebtS +5.00%9.36%11/15/2031 (13)(13) 
85,373 81,425 4.42 
Financial Services
Applitools, Inc.(6) (9) (12)First Lien DebtS +
6.25% PIK
10.58%5/25/20294,023 3,987 3,989 0.22 
Applitools, Inc.(6) (9) (12) (16)First Lien DebtS +6.25%10.58%5/25/2028 (5)(4) 
Cerity Partners, LLC(6) (9)First Lien DebtS +5.25%9.76%7/30/20294,707 4,598 4,707 0.26 
Cerity Partners, LLC(6) (9) (16)First Lien DebtS +5.25%9.76%7/30/20297,568 7,410 7,568 0.41 
Cerity Partners, LLC(6) (9) (16)First Lien DebtS +5.25%9.76%7/30/2029 (2)  
GC Waves Holdings, Inc.(6) (9)First Lien DebtS +4.75%9.21%10/4/20308,909 8,830 8,841 0.48 
GC Waves Holdings, Inc.(6) (9) (16)First Lien DebtS +4.75%9.21%10/4/2030463 368 434 0.02 
GC Waves Holdings, Inc.(6) (9) (16)First Lien DebtS +4.75%9.21%10/4/2030 (5)(3) 
MAI Capital Management Intermediate, LLC(6) (7) (9)First Lien DebtS +4.75%9.08%8/29/20314,632 4,587 4,632 0.25 
MAI Capital Management Intermediate, LLC(6) (9) (16)First Lien DebtS +4.75%9.08%8/29/2031866 849 866 0.05 
MAI Capital Management Intermediate, LLC(6) (9) (16)First Lien DebtS +4.75%9.08%8/29/2031138 128 138 0.01 
PMA Parent Holdings, LLC(6) (9)First Lien DebtS +5.50%9.83%1/31/20313,036 2,992 2,992 0.16 
PMA Parent Holdings, LLC(6) (9) (16)First Lien DebtS +5.50%9.83%1/31/2031 (3)(3) 
RFS Opco, LLC(6) (10)First Lien DebtS +4.75%9.08%4/4/203114,464 14,330 14,407 0.78 
RFS Opco, LLC(6) (10) (16)First Lien DebtS +3.50%7.83%4/4/202990 86 88  
101


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
SitusAMC Holdings Corp.(6) (9)First Lien DebtS +5.50%9.93%12/22/20277,217 $7,180 $7,217 0.39 %
Smarsh, Inc.(6) (9)First Lien DebtS +5.75%10.08%2/16/20294,286 4,228 4,286 0.23 
Smarsh, Inc.(6) (9) (16)First Lien DebtS +5.75%10.08%2/16/2029536 526 536 0.03 
Smarsh, Inc.(6) (9) (16)First Lien DebtS +5.75%10.08%2/16/2029107 104 107 0.01 
Trintech, Inc.(6) (7) (8)First Lien DebtS +5.50%9.86%7/25/202933,745 33,195 33,252 1.81 
Trintech, Inc.(6) (8) (16)First Lien DebtS +5.50%9.86%7/25/2029837 793 794 0.04 
94,176 94,844 5.15 
Food Products
AMCP Pet Holdings, Inc. (Brightpet)(6) (8)First Lien DebtS +
7.00% (incl. 3.00% PIK)
11.74%10/5/202641,811 41,312 39,875 2.16 
AMCP Pet Holdings, Inc. (Brightpet)(6) (8)First Lien DebtS +
7.00% (incl. 3.00% PIK)
11.74%10/5/20265,903 5,850 5,630 0.31 
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)(6) (13)Other Debt
16.25% PIK
16.25%6/18/20261,500 1,500 885 0.05 
Nellson Nutraceutical, Inc.(6) (7) (8)First Lien DebtS +5.75%10.40%12/23/202518,270 18,192 18,270 0.99 
Teasdale Foods, Inc. (Teasdale Latin Foods)(6) (8)First Lien DebtS +6.25%10.99%12/18/202510,812 10,764 10,504 0.57 
77,618 75,164 4.08 
Ground Transportation
SV Newco 2, Inc.(6) (9) (12)First Lien DebtS +4.75%9.26%6/2/203122,853 22,530 22,672 1.23 
SV Newco 2, Inc.(6) (9) (12) (16)First Lien DebtS +4.75%9.26%6/2/2031 (98)(113)(0.01)
SV Newco 2, Inc.(6) (9) (12) (16)First Lien DebtS +4.75%9.26%6/2/2031 (118)(68) 
22,314 22,491 1.22 
Health Care Equipment & Supplies
Performance Health & Wellness(6) (7) (8)First Lien DebtS +5.75%10.21%7/12/20279,398 9,305 9,398 0.51 
PerkinElmer U.S., LLC(6) (7) (8)First Lien DebtS +5.00%9.34%3/13/20294,340 4,244 4,310 0.23 
Tidi Legacy Products, Inc.(6) (8)First Lien DebtS +5.25%9.61%12/19/20291,858 1,825 1,854 0.10 
Tidi Legacy Products, Inc.(6) (8) (16)First Lien DebtS +5.25%9.61%12/19/2029 (4)(1) 
Tidi Legacy Products, Inc.(6) (8) (16)First Lien DebtS +5.25%9.61%12/19/2029 (6)(1) 
YI, LLC(6) (7) (8)First Lien DebtS +5.75%10.39%12/3/20295,597 5,501 5,597 0.30 
YI, LLC(6) (8) (16)First Lien DebtS +5.75%10.39%12/3/2029 (10)  
YI, LLC(6) (8) (16)First Lien DebtS +5.75%10.39%12/3/2029 (14)  
20,841 21,157 1.15 
Health Care Providers & Services
Advarra Holdings, Inc.(6) (9)First Lien DebtS +4.50%8.86%9/15/2031449 441 447 0.02 
Advarra Holdings, Inc.(6) (9) (16)First Lien DebtS +4.50%8.86%9/15/2031    
DCA Investment Holdings, LLC(6) (9)First Lien DebtS +6.50%10.77%4/3/202820,283 20,026 20,126 1.09 
DCA Investment Holdings, LLC(6) (9)First Lien DebtS +6.50%10.77%4/3/20281,783 1,749 1,769 0.10 
102


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Gateway US Holdings, Inc.(6) (9) (12)First Lien DebtS +4.75%9.08%9/22/2028744 $740 $744 0.04 %
Gateway US Holdings, Inc.(6) (9) (12)First Lien DebtS +4.75%9.08%9/22/2028210 209 210 0.01 
Gateway US Holdings, Inc.(6) (9) (12) (16)First Lien DebtS +4.75%9.08%9/22/2028    
Heartland Veterinary Partners, LLC(6) (8)First Lien DebtS +4.75%9.47%12/10/20261,828 1,820 1,828 0.10 
Heartland Veterinary Partners, LLC(6) (8)Second Lien Debt
14.50% (incl. 7.00% PIK)
14.50%12/10/20274,174 4,130 4,174 0.23 
Heartland Veterinary Partners, LLC(6) (8)First Lien DebtS +4.75%9.47%12/10/20264,139 4,124 4,139 0.22 
Heartland Veterinary Partners, LLC(6) (8)Second Lien Debt
14.50% (incl. 7.00% PIK)
14.50%12/10/20271,623 1,605 1,623 0.09 
Heartland Veterinary Partners, LLC(6) (8) (16)First Lien DebtS +4.75%9.47%12/10/2026 (1)  
iCIMS, Inc.(6) (9)First Lien DebtS +5.75%10.38%8/18/20287,080 6,997 7,080 0.38 
iCIMS, Inc.(6) (9) (16)First Lien DebtS +5.75%10.38%8/18/20289 9 9  
Imagine 360, LLC(6) (9)First Lien DebtS +4.75%9.10%10/2/202812,157 12,043 12,157 0.66 
Imagine 360, LLC(6) (9) (16)First Lien DebtS +4.75%9.10%10/2/2028 (8)  
Imagine 360, LLC(6) (9) (16)First Lien DebtS +4.75%9.10%10/2/2028 (10)  
Intelerad Medical Systems Incorporated(6) (8) (12)First Lien DebtS +6.50%11.24%8/21/2026490 483 475 0.03 
Intelerad Medical Systems Incorporated(6) (8) (12)First Lien DebtS +6.50%11.24%8/21/202634 33 33  
Invictus Buyer, LLC(6) (9)First Lien DebtS +4.75%9.08%6/3/20314,040 4,002 4,028 0.22 
Invictus Buyer, LLC(6) (9) (16)First Lien DebtS +4.75%9.08%6/3/2031 (8)(5) 
Invictus Buyer, LLC(6) (9) (16)First Lien DebtS +4.75%9.08%6/3/2031 (6)(2) 
mPulse Mobile, Inc.(6) (9)First Lien DebtS +6.25%10.68%12/17/202711,989 11,854 11,968 0.65 
mPulse Mobile, Inc.(6) (9)First Lien DebtS +6.25%10.68%12/17/202719,928 19,554 19,697 1.07 
mPulse Mobile, Inc.(6) (9) (16)First Lien DebtS +6.25%10.68%12/17/2027934 889 901 0.05 
Pareto Health Intermediate Holdings, Inc.(6) (8)First Lien DebtS +5.00%9.33%6/1/203028,593 28,263 28,593 1.55 
Pareto Health Intermediate Holdings, Inc.(6) (8) (16)First Lien DebtS +5.00%9.33%6/1/2030 (28)(28) 
Pareto Health Intermediate Holdings, Inc.(6) (8) (16)First Lien DebtS +5.00%9.33%6/1/2029 (12)  
PPV Intermediate Holdings, LLC(6) (9)First Lien DebtS +5.75%10.26%8/31/20294,335 4,199 4,332 0.24 
PPV Intermediate Holdings, LLC(6) (9)First Lien DebtS +6.00%10.52%8/31/202915,048 14,918 15,048 0.82 
Promptcare Infusion Buyer, Inc.(6) (8)First Lien DebtS +6.00%10.44%9/1/20278,889 8,798 8,773 0.48 
Promptcare Infusion Buyer, Inc.(6) (8) (16)First Lien DebtS +6.00%10.44%9/1/20272,767 2,723 2,713 0.15 
Stepping Stones Healthcare Services, LLC(6) (9)First Lien DebtS +4.75%9.08%1/2/20294,255 4,213 4,255 0.23 
Stepping Stones Healthcare Services, LLC(6) (9) (16)First Lien DebtS +4.75%9.08%1/2/20291,079 1,061 1,077 0.06 
Stepping Stones Healthcare Services, LLC(6) (9) (16)First Lien DebtS +4.75%9.08%12/30/2026 (4)  
Suveto(6) (9)First Lien DebtS +4.75%9.11%9/9/202711,716 11,653 11,604 0.63 
Suveto(6) (16)First Lien DebtP +3.75%11.25%9/9/202765 55 52  
Suveto Buyer, LLC(6) (9) (16)First Lien DebtS +4.75%9.11%9/9/202762 61 61  
Tivity Health, Inc.(6) (9)First Lien DebtS +5.00%9.36%6/28/20298,612 8,572 8,612 0.47 
103


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Vardiman Black Holdings, LLC(6) (10)First Lien DebtS +
7.00% (incl. 2.00% PIK)
11.65%03/18/20275,767 $5,767 $5,767 0.31 %
Vardiman Black Holdings, LLC(6) (10) (11) (16)First Lien DebtS +
7.00% (incl. 2.00% PIK)
11.65%03/18/2027597 582 597 0.03 
181,496 182,857 9.93 
Health Care Technology
Hyland Software, Inc.(6) (7) (9)First Lien DebtS +6.00%10.36%9/19/203039,259 38,748 39,259 2.13 
Hyland Software, Inc.(6) (9) (16)First Lien DebtS +6.00%10.36%9/19/2029 (22)  
Lightspeed Buyer, Inc.(6) (7) (8)First Lien DebtS +4.75%9.08%2/3/202723,156 22,981 23,156 1.26 
Lightspeed Buyer, Inc.(6) (8) (16)First Lien DebtS +4.75%9.08%2/3/2027 (5)  
Lightspeed Buyer, Inc.(6) (8) (16)First Lien DebtS +4.75%9.08%2/3/2027 (1)  
61,701 62,415 3.39 
Industrial Conglomerates
Aptean, Inc.(6) (7) (9)First Lien DebtS +5.00%9.59%1/30/203111,746 11,646 11,730 0.64 
Aptean, Inc.(6) (9) (16)First Lien DebtS +5.00%9.59%1/30/2031192 182 191 0.01 
Aptean, Inc.(6) (9) (16)First Lien DebtS +5.00%9.59%1/30/2031 (9)(1) 
Excelitas Technologies Corp.(6) (9)First Lien DebtS +5.25%9.61%8/13/20291,298 1,278 1,284 0.07 
Excelitas Technologies Corp.(6) (9)First Lien DebtE +5.25%8.11%8/13/2029237 242 243 0.01 
Excelitas Technologies Corp.(6) (9) (16)First Lien DebtS +5.25%9.61%8/13/2029 (13)(20) 
Excelitas Technologies Corp.(6) (9) (16)First Lien DebtS +5.25%9.61%8/14/2028 (2)(1) 
Raptor Merger Sub Debt, LLC(7) (9)First Lien DebtS +5.50%9.83%4/1/202931,907 31,206 31,801 1.73 
Raptor Merger Sub Debt, LLC(9) (16)First Lien DebtS +5.50%9.83%4/1/2029488 435 480 0.03 
44,965 45,707 2.48 
Insurance Services
Amerilife Holdings, LLC(6) (9)First Lien DebtS +5.00%9.70%8/31/20292,863 2,821 2,863 0.16 
Amerilife Holdings, LLC(6) (9) (16)First Lien DebtS +5.00%9.70%8/31/20291,257 1,248 1,257 0.07 
Amerilife Holdings, LLC(6) (9) (16)First Lien DebtS +5.00%9.70%8/31/2028 (5)  
Fetch Insurance Services, LLC(6)Other Debt
12.75% (incl. 3.75% PIK)
12.75%10/31/20272,029 1,995 2,009 0.11 
Foundation Risk Partners Corp.(6) (9)First Lien DebtS +5.25%9.58%10/29/203042,100 41,635 42,100 2.29 
Foundation Risk Partners Corp.(6) (9)First Lien DebtS +5.25%9.58%10/29/20309,156 9,056 9,156 0.50 
Foundation Risk Partners Corp.(6) (9) (16)First Lien DebtS +5.25%9.58%10/29/2029 (60)  
Galway Borrower, LLC(6) (9)First Lien DebtS +4.50%8.83%9/29/202830,430 30,061 30,430 1.65 
Galway Borrower, LLC(6) (9) (16)First Lien DebtS +4.50%8.83%9/29/20281,698 1,668 1,698 0.09 
Galway Borrower, LLC(6) (9) (16)First Lien DebtS +4.50%8.83%9/29/2028185 160 185 0.01 
Higginbotham Insurance Agency, Inc.(6) (7) (8)First Lien DebtS +4.50%8.86%11/24/202823,662 23,484 23,560 1.28 
Higginbotham Insurance Agency, Inc.(6) (8) (16)First Lien DebtS +4.50%8.86%11/24/20282,304 2,260 2,270 0.12 
104


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
High Street Buyer, Inc.(6) (7) (9)First Lien DebtS +5.25%9.58%4/14/20289,789 $9,682 $9,789 0.53 %
High Street Buyer, Inc.(6) (9) (16)First Lien DebtS +5.25%9.58%4/14/202839,313 38,797 39,288 2.13 
High Street Buyer, Inc.(6) (9) (16)First Lien DebtS +5.25%9.58%4/16/2027 (16)  
Inszone Mid, LLC(6) (8)First Lien DebtS +5.25%9.50%11/30/20294,410 4,335 4,410 0.24 
Inszone Mid, LLC(6) (8) (16)First Lien DebtS +5.25%9.50%11/30/20295,425 5,321 5,425 0.29 
Inszone Mid, LLC(6) (8) (16)First Lien DebtS +5.25%9.50%11/30/2029 (45)  
Inszone Mid, LLC(6) (8) (16)First Lien DebtS +5.25%9.50%11/30/2029 (20)  
Integrity Marketing Acquisition, LLC(6) (7) (9)First Lien DebtS +5.00%9.51%8/25/202844,454 44,454 44,454 2.41 
Integrity Marketing Acquisition, LLC(6) (9) (16)First Lien DebtS +5.00%9.51%8/25/2028    
Long Term Care Group, Inc.(6) (9) (11)First Lien DebtS +
6.00% (incl. 3.73% PIK)
10.33%9/8/20275,425 5,371 4,650 0.25 
Majesco(6) (7) (8)First Lien DebtS +4.75%9.08%9/21/202833,555 33,077 33,555 1.82 
Majesco(6) (8) (16)First Lien DebtS +4.75%9.08%9/21/2027 (14)  
Patriot Growth Insurance Services, LLC(6) (7) (9)First Lien DebtS +5.00%9.48%10/16/202861,723 60,953 61,723 3.35 
Patriot Growth Insurance Services, LLC(6) (9) (16)First Lien DebtS +5.00%9.48%10/16/20282,243 2,194 2,243 0.12 
Peter C. Foy & Associates Insurance Services, LLC(6) (9)First Lien DebtS +5.50%9.83%11/1/202819,998 19,854 19,998 1.09 
Peter C. Foy & Associates Insurance Services, LLC(6) (9) (16)First Lien DebtS +5.50%9.83%11/1/20288,511 8,443 8,504 0.46 
Peter C. Foy & Associates Insurance Services, LLC(6) (9) (16)First Lien DebtS +5.50%9.83%11/1/2027 (4)  
RSC Acquisition, Inc.(6) (9)First Lien DebtS +4.75%9.21%11/1/202932,129 31,780 32,129 1.74 
RSC Acquisition, Inc.(6) (9)First Lien DebtS +4.75%9.21%11/1/20293,781 3,758 3,781 0.21 
World Insurance Associates, LLC(6) (7) (8)First Lien DebtS +6.00%10.34%4/3/202866,670 65,501 66,557 3.61 
World Insurance Associates, LLC(6) (8) (16)First Lien DebtS +6.00%10.34%4/3/2028 (6)(28) 
447,738 452,006 24.54 
Interactive Media & Services
FMG Suite Holdings, LLC(6) (8)First Lien DebtS +5.50%9.85%10/30/202623,534 23,319 23,371 1.27 
FMG Suite Holdings, LLC(6) (8)First Lien DebtS +5.50%9.85%10/30/20264,522 4,492 4,487 0.24 
FMG Suite Holdings, LLC(6) (8) (16)First Lien DebtS +5.50%9.85%10/30/2026 (16)(18) 
Spectrio, LLC(6) (7) (8)First Lien DebtS +6.00%10.51%12/9/202631,725 31,518 29,197 1.58 
Spectrio, LLC(6) (8)First Lien DebtS +6.00%10.51%12/9/202612,798 12,770 11,778 0.64 
Spectrio, LLC(6) (8)First Lien DebtS +6.00%10.51%12/9/20264,036 4,011 3,715 0.20 
Triple Lift, Inc.(6) (7) (9)First Lien DebtS +5.75%10.25%5/5/202827,020 26,721 25,864 1.40 
Triple Lift, Inc.(6) (9) (16)First Lien DebtS +5.75%10.25%5/5/2028 (38)(171)(0.01)
102,777 98,223 5.33 
IT Services
Apollo Acquisition, Inc.(6)First Lien DebtS +5.00%9.33%12/30/203117,469 17,294 17,294 0.94 
Apollo Acquisition, Inc.(6) (16)First Lien DebtS +5.00%9.33%12/30/2031 (31)(31) 
Apollo Acquisition, Inc.(6) (16)First Lien DebtS +5.00%9.33%12/30/2030 (24)(24) 
105


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Atlas Purchaser, Inc.(6) (7) (9)First Lien DebtS +
7.50% (incl. 5.50% PIK)
11.33%5/5/20285,811 $5,811 $3,463 0.19 %
Atlas Purchaser, Inc.(6) (7) (9)First Lien DebtS +
7.50% (incl. 6.50% PIK)
11.33%5/5/20282,510 2,510 2,510 0.14 
Catalis Intermediate, Inc.(6) (7) (9)First Lien DebtS +5.50%9.98%8/4/202738,954 38,469 38,370 2.08 
Catalis Intermediate, Inc.(6) (9)First Lien DebtS +5.50%9.98%8/4/20278,765 8,665 8,633 0.47 
Catalis Intermediate, Inc.(6) (9) (16)First Lien DebtS +5.50%9.98%8/4/20271,460 1,414 1,396 0.08 
Donuts, Inc.(6) (8)First Lien DebtS +5.00%9.49%12/29/202724,599 24,415 24,550 1.33 
GI DI Cornfield Acquisition, LLC(6)First Lien DebtS +4.50%8.84%3/9/202830,393 29,999 30,098 1.63 
GI DI Cornfield Acquisition, LLC(6) (16)First Lien DebtS +4.50%8.84%3/9/2028 (99)(152)(0.01)
Help/Systems Holdings, Inc. (Fortra LLC)(9)Second Lien DebtS +6.75%11.44%11/19/202717,500 17,500 13,576 0.74 
Idera, Inc.(6) (9)Second Lien DebtS +6.75%11.47%3/2/20292,607 2,595 2,607 0.14 
Recovery Point Systems, Inc.(6) (7) (8)First Lien DebtS +6.00%10.73%8/12/202640,215 39,955 40,215 2.18 
Recovery Point Systems, Inc.(6) (8) (16)First Lien DebtS +6.00%10.73%8/12/2026 (21)  
Redwood Services Group, LLC(6) (9)First Lien DebtS +6.25%10.68%6/15/202910,720 10,615 10,720 0.58 
Redwood Services Group, LLC(6) (9)First Lien DebtS +6.25%10.68%6/15/20298,845 8,723 8,827 0.48 
Ridge Trail US Bidco, Inc.(6) (8) (12)First Lien DebtS +4.50%8.83%9/30/203123,976 23,626 23,912 1.30 
Ridge Trail US Bidco, Inc.(6) (8) (12) (16)First Lien DebtS +4.50%8.83%9/30/2031 (60)(22) 
Ridge Trail US Bidco, Inc.(6) (8) (12) (16)First Lien DebtS +4.50%8.83%3/31/2031744 704 737 0.04 
Syntax Systems, Ltd.(6) (9) (12)First Lien DebtS +5.00%9.46%10/27/202837,377 37,153 37,296 2.02 
Thrive Buyer, Inc. (Thrive Networks)(6) (8)First Lien DebtS +6.00%10.78%1/22/202722,702 22,490 22,702 1.23 
Thrive Buyer, Inc. (Thrive Networks)(6) (8)First Lien DebtS +6.00%10.78%1/22/202716,740 16,595 16,740 0.91 
Thrive Buyer, Inc. (Thrive Networks)(6) (8) (16)First Lien DebtS +6.00%10.78%1/22/20271,321 1,307 1,321 0.07 
UpStack, Inc.(6) (7) (9)First Lien DebtS +5.00%9.52%8/25/20319,750 9,656 9,750 0.53 
UpStack, Inc.(6) (9) (16)First Lien DebtS +5.00%9.52%8/25/2031 (18)  
UpStack, Inc.(6) (9) (16)First Lien DebtS +5.00%9.52%8/25/2031225 211 225 0.01 
Victors Purchaser, LLC(6) (10)First Lien DebtS +4.75%9.08%8/15/20315,094 5,045 5,094 0.28 
Victors Purchaser, LLC(6) (10) (16)First Lien DebtS +4.75%9.08%8/15/2031 (6)  
Victors Purchaser, LLC(6) (10) (16)First Lien DebtS +4.75%9.08%8/15/2031C$146 99 101 0.01 
324,592 319,908 17.37 
Life Sciences Tools & Services
Model N, Inc.(6) (9)First Lien DebtS +5.00%9.33%6/27/203111,934 11,821 11,934 0.65 
Model N, Inc.(6) (9) (16)First Lien DebtS +5.00%9.33%6/27/2031 (15)  
Model N, Inc.(6) (9) (16)First Lien DebtS +5.00%9.33%6/27/2031 (16)  
11,790 11,934 0.65 
Machinery
Answer Acquisition, LLC(6) (8)First Lien DebtS +6.00%10.48%12/30/202613,394 13,255 13,303 0.72 
106


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Answer Acquisition, LLC(6) (8) (16)First Lien DebtS +6.00%10.48%12/30/2026 $(11)$(9) %
Chase Intermediate, LLC(6) (16)First Lien DebtS +4.75%9.08%10/30/20284,303 4,206 4,288 0.23 
Chase Intermediate, LLC(6) (16)First Lien DebtS +4.75%9.08%10/30/2028 (8)  
MHE Intermediate Holdings, LLC(6) (7) (8)First Lien DebtS +6.00%10.79%7/21/202711,731 11,611 11,731 0.64 
MHE Intermediate Holdings, LLC(6) (8)First Lien DebtS +6.00%10.79%7/21/20273,636 3,599 3,636 0.20 
MHE Intermediate Holdings, LLC(6) (8) (16)First Lien DebtS +6.00%10.79%7/21/2027500 479 500 0.03 
33,131 33,449 1.82 
Multi-Utilities
AWP Group Holdings, Inc.(6) (7) (8)First Lien DebtS +4.75%9.11%12/23/20307,423 7,205 7,423 0.40 
AWP Group Holdings, Inc.(6) (8) (16)First Lien DebtS +4.75%9.11%12/23/20301,549 1,525 1,549 0.08 
AWP Group Holdings, Inc.(6) (8) (16)First Lien DebtS +4.75%9.11%12/23/203040 26 40  
Vessco Midco Holdings, LLC(6) (9)First Lien DebtS +4.75%9.11%7/24/203111,199 11,093 11,199 0.61 
Vessco Midco Holdings, LLC(6) (9) (16)First Lien DebtS +4.75%9.11%7/24/2031983 961 983 0.05 
Vessco Midco Holdings, LLC(6) (9) (16)First Lien DebtS +4.75%9.11%7/24/2031 (12)  
20,798 21,194 1.15 
Pharmaceuticals
Caerus US 1, Inc.(6) (9) (12)First Lien DebtS +5.00%9.33%5/25/202910,927 10,765 10,594 0.58 
Caerus US 1, Inc.(6) (9) (12)First Lien DebtS +5.00%9.33%5/25/20291,599 1,574 1,550 0.08 
Caerus US 1, Inc.(6) (9) (12) (16)First Lien DebtS +5.00%9.33%5/25/202988 72 52  
12,411 12,196 0.66 
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)(6) (7) (8)First Lien DebtS +6.25%11.17%3/10/20279,130 9,041 9,130 0.50 
Abacus Data Holdings, Inc. (AbacusNext)(6) (8) (16)First Lien DebtS +6.25%11.17%3/10/2027 (12)  
Accordion Partners, LLC(6) (9)First Lien DebtS +5.25%9.58%11/17/203127,391 27,121 27,121 1.47 
Accordion Partners, LLC(6) (9) (16)First Lien DebtS +5.25%9.58%11/17/2031 (22)(22) 
Accordion Partners, LLC(6) (9) (16)First Lien DebtS +5.25%9.58%11/17/2031 (30)(30) 
Ascend Partner Services, LLC(6) (9)First Lien DebtS +4.50%8.86%8/11/20314,899 4,852 4,899 0.27 
Ascend Partner Services, LLC(6) (9) (16)First Lien DebtS +4.50%8.86%8/11/2031 (40)  
Ascend Partner Services, LLC(6) (9) (16)First Lien DebtS +4.50%8.86%8/11/20311,010 994 1,010 0.05 
Bridgepointe Technologies, LLC(6) (8)First Lien DebtS +5.00%9.33%12/31/202717,057 16,665 16,927 0.92 
Bridgepointe Technologies, LLC(6) (8) (16)First Lien DebtS +5.00%9.33%12/31/202715,295 14,886 15,158 0.82 
Bullhorn, Inc.(6) (8)First Lien DebtS +5.00%9.36%10/1/202915,407 15,313 15,407 0.84 
Bullhorn, Inc.(6) (8)First Lien DebtS +5.00%9.36%10/1/20291,920 1,909 1,920 0.10 
Bullhorn, Inc.(6) (8) (16)First Lien DebtS +5.00%9.36%10/1/2029 (5)  
Carr, Riggs and Ingram Capital, LLC(6) (10)First Lien DebtS +4.75%9.24%11/18/20314,313 4,270 4,270 0.23 
Carr, Riggs and Ingram Capital, LLC(6) (10) (16)First Lien DebtS +4.75%9.24%11/18/2031 (11)(11) 
107


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Carr, Riggs and Ingram Capital, LLC(6) (10) (16)First Lien DebtS +4.75%9.24%11/18/2031125 $115 $115 0.01 %
Citrin Cooperman Advisors, LLC(6) (9)First Lien DebtS +5.00%9.30%10/1/202724,260 23,968 24,260 1.32 
Citrin Cooperman Advisors, LLC(6) (9)First Lien DebtS +5.00%9.30%10/1/202715,218 15,003 15,218 0.83 
ComPsych Investment Corp.(6) (9)First Lien DebtS +4.75%9.38%7/22/203113,973 13,907 13,973 0.76 
ComPsych Investment Corp.(6) (9) (16)First Lien DebtS +4.75%9.38%7/22/2031 (9)  
GPS Merger Sub, LLC(6) (8)First Lien DebtS +6.00%10.36%10/2/20296,786 6,675 6,757 0.37 
GPS Merger Sub, LLC(6) (8) (16)First Lien DebtS +6.00%10.36%10/2/2029 (10)  
GPS Merger Sub, LLC(6) (8) (16)First Lien DebtS +6.00%10.36%10/2/2029 (16)  
IG Investment Holdings, LLC(6) (9)First Lien DebtS +5.00%9.57%9/22/202810,788 10,684 10,684 0.58 
IG Investment Holdings, LLC(6) (9) (16)First Lien DebtS +5.00%9.57%9/22/2028 (12)(12) 
KENG Acquisition, Inc.(6) (8)First Lien DebtS +5.00%9.36%8/1/20293,189 3,123 3,173 0.17 
KENG Acquisition, Inc.(6) (8) (16)First Lien DebtS +5.00%9.36%8/1/20291,086 1,040 1,067 0.06 
KENG Acquisition, Inc.(6) (8) (16)First Lien DebtS +5.00%9.36%8/1/2029 (17)(4) 
KWOR Acquisition, Inc.(6) (13)First Lien DebtP +4.25%11.75%12/22/20285,299 5,224 3,891 0.21 
KWOR Acquisition, Inc.(6) (13)First Lien DebtP +4.25%11.75%12/22/20281,292 1,272 948 0.05 
KWOR Acquisition, Inc.(6) (13)First Lien DebtP +4.25%11.75%12/22/2027122 121 90  
Project Boost Purchaser, LLC(6) (9)First Lien DebtS +5.25%9.76%5/2/20295,610 5,573 5,610 0.30 
Project Boost Purchaser, LLC(6) (9) (16)First Lien DebtS +5.25%9.76%5/2/2028176 173 176 0.01 
UHY Advisors, Inc.(6) (9)First Lien DebtS +4.75%9.26%11/21/20312,208 2,186 2,186 0.12 
UHY Advisors, Inc.(6) (9) (16)First Lien DebtS +4.75%9.26%11/21/2031 (11)(11) 
UHY Advisors, Inc.(6) (9) (16)First Lien DebtS +4.75%9.26%11/21/2031 (6)(6) 
Verdantas, LLC(6) (9)First Lien DebtS +5.00%9.45%5/6/203116,409 16,179 16,243 0.88 
Verdantas, LLC(6) (9) (16)First Lien DebtS +5.00%9.45%5/6/2031693 663 668 0.04 
Verdantas, LLC(6) (9) (16)First Lien DebtS +5.00%9.45%5/6/2030 (23)(18) 
200,733 200,787 10.90 
Real Estate Management & Development
Associations, Inc.(6) (8)First Lien DebtS +6.50%11.32%7/3/202810,893 10,884 10,893 0.59 
Associations, Inc.(6) (8) (16)First Lien DebtS +6.50%11.32%7/3/2028141 141 141 0.01 
Associations, Inc.(6) (8) (16)First Lien DebtS +6.50%11.32%7/3/2028339 338 339 0.02 
MRI Software, LLC(6) (7) (8)First Lien DebtS +4.75%9.08%2/10/202758,735 58,439 58,694 3.19 
MRI Software, LLC(6) (8) (16)First Lien DebtS +4.75%9.08%2/10/20274 3 4  
MRI Software, LLC(6) (8) (16)First Lien DebtS +4.75%9.08%2/10/2027128 120 126 0.01 
Pritchard Industries, LLC(6) (9)First Lien DebtS +5.75%10.29%10/13/202725,016 24,750 24,718 1.34 
Pritchard Industries, LLC(6) (9)First Lien DebtS +5.75%10.29%10/13/20275,981 5,915 5,910 0.32 
Zarya Intermediate, LLC(6) (8) (12)First Lien DebtS +6.50%11.01%7/1/202735,142 35,142 35,107 1.91 
Zarya Intermediate, LLC(6) (8) (12) (16)First Lien DebtS +6.50%11.01%7/1/2027  (4) 
108


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
$135,732 $135,928 7.38 %
Software
Alert Media, Inc.(6) (8)First Lien DebtS +
6.75% (incl. 5.75% PIK)
11.08%4/12/202722,389 22,197 22,123 1.20 
Alert Media, Inc.(6) (8) (16)First Lien DebtS +
6.75% (incl. 5.75% PIK)
11.08%4/12/2027 (41)(63) 
Anaplan, Inc.(6) (9)First Lien DebtS +5.25%9.58%6/21/202933,040 32,619 32,918 1.79 
Appfire Technologies, LLC(6) (8)First Lien DebtS +5.00%9.33%3/9/202820,468 20,400 20,468 1.11 
Appfire Technologies, LLC(6) (8) (16)First Lien DebtS +5.00%9.33%3/9/2028 (23)  
Appfire Technologies, LLC(6) (8) (16)First Lien DebtS +5.00%9.33%3/9/202812 11 12  
Apryse Software Corp.(6) (7) (8) (12)First Lien DebtS +5.00%9.59%7/15/202739,356 39,008 39,308 2.13 
Artifact Bidco, Inc.(6)First Lien DebtS +4.50%8.83%7/1/203131,700 31,397 31,700 1.72 
Artifact Bidco, Inc.(6) (16)First Lien DebtS +4.50%8.83%7/1/2031 (36)  
Artifact Bidco, Inc.(6) (16)First Lien DebtS +4.50%8.83%7/1/2030 (51)  
AuditBoard, Inc.(6) (8)First Lien DebtS +4.75%9.08%7/14/203122,200 21,989 22,200 1.21 
AuditBoard, Inc.(6) (8) (16)First Lien DebtS +4.75%9.08%7/14/2031 (49)  
AuditBoard, Inc.(6) (8) (16)First Lien DebtS +4.75%9.08%7/14/2031 (39)  
Bottomline Technologies, Inc.(6) (9)First Lien DebtS +5.75%10.32%5/14/20293,656 3,603 3,656 0.20 
Bottomline Technologies, Inc.(6) (9) (16)First Lien DebtS +5.75%10.32%5/15/2028 (3)  
CLEO Communications Holding, LLC(6) (7) (8)First Lien DebtS +5.50%9.96%6/9/202739,698 39,511 39,698 2.15 
CLEO Communications Holding, LLC(6) (8) (16)First Lien DebtS +5.50%9.96%6/9/2027 (51)  
Coupa Holdings, LLC(6) (9)First Lien DebtS +5.50%10.09%2/27/20302,253 2,207 2,243 0.12 
Coupa Holdings, LLC(6) (9) (16)First Lien DebtS +5.50%10.09%2/27/2030 (10)(5) 
Coupa Holdings, LLC(6) (9) (16)First Lien DebtS +5.50%10.09%2/27/2029 (14)(4) 
Cyara AcquisitionCo, LLC(6) (8)First Lien DebtS +
6.25% (incl. 2.25% PIK)
10.85%6/28/20295,830 5,718 5,830 0.32 
Cyara AcquisitionCo, LLC(6) (8) (16)First Lien DebtS +
6.25% (incl. 2.25% PIK)
10.85%6/28/2029 (6)  
Diligent Corporation(6) (9)First Lien DebtS +5.00%10.09%8/2/203028,138 27,943 28,138 1.53 
Diligent Corporation(6) (9) (16)First Lien DebtS +5.00%10.09%8/2/2030 (28)  
Diligent Corporation(6) (9) (16)First Lien DebtS +5.00%10.09%8/2/2030 (18)  
E-Discovery AcquireCo, LLC(6) (8)First Lien DebtS +6.25%10.70%8/29/202919,505 19,120 19,427 1.05 
E-Discovery AcquireCo, LLC(6) (8) (16)First Lien DebtS +6.25%10.70%8/29/2029 (39)(10) 
Everbridge Holdings, LLC(6) (9)First Lien DebtS +5.00%9.59%7/2/203139,380 39,194 39,380 2.14 
Everbridge Holdings, LLC(6) (9) (16)First Lien DebtS +5.00%9.59%7/2/20314,374 4,337 4,374 0.24 
Everbridge Holdings, LLC(6) (9) (16)First Lien DebtS +5.00%9.59%7/2/2031 (21)  
109


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Formstack Acquisition Co(6) (8)First Lien DebtS +5.25%9.58%3/28/203010,896 $10,749 $10,828 0.59 %
Formstack Acquisition Co(6) (8) (16)First Lien DebtS +5.25%9.58%3/28/20301,089 1,053 1,061 0.06 
Formstack Acquisition Co(6) (8) (16)First Lien DebtS +5.25%9.58%3/28/2030219 190 205 0.01 
Fullsteam Operations, LLC(6) (8)First Lien DebtS +8.25%12.91%11/27/202910,860 10,576 10,860 0.59 
Fullsteam Operations, LLC(6) (8) (16)First Lien DebtS +8.25%12.91%11/27/20295,672 5,483 5,672 0.31 
Fullsteam Operations, LLC(6) (8) (16)First Lien DebtS +8.25%12.91%11/27/2029 (15)  
Granicus, Inc.(6) (9)First Lien DebtS +
5.75% (incl. 2.25% PIK)
10.34%1/17/203112,874 12,761 12,874 0.70 
Granicus, Inc.(6) (9) (16)First Lien DebtS +
5.75% (incl. 2.25% PIK)
10.34%1/17/20316,972 6,906 6,970 0.38 
Granicus, Inc.(6) (9) (16)First Lien DebtS +
5.75% (incl. 2.25% PIK)
10.34%1/17/2031 (16)  
GS AcquisitionCo, Inc.(6) (7) (8)First Lien DebtS +5.25%9.58%5/25/202874,547 74,178 74,547 4.05 
GS AcquisitionCo, Inc.(6) (8) (16)First Lien DebtS +5.25%9.58%5/25/202815 14 15  
GS AcquisitionCo, Inc.(6) (8) (16)First Lien DebtS +5.25%9.58%5/25/2028 (13)  
Hootsuite, Inc.(6) (12)First Lien DebtS +5.50%9.83%5/22/203022,388 22,077 22,190 1.20 
Hootsuite, Inc.(6) (12) (16)First Lien DebtS +5.50%9.83%5/22/2030 (34)(22) 
Icefall Parent, Inc.(6) (8)First Lien DebtS +6.50%10.86%1/25/20305,323 5,229 5,239 0.28 
Icefall Parent, Inc.(6) (8) (16)First Lien DebtS +6.50%10.86%1/25/2030 (9)(8) 
Kaseya, Inc.(6) (9)First Lien DebtS +5.50%10.09%6/25/202914,329 14,180 14,329 0.78 
Kaseya, Inc.(6) (9)First Lien DebtS +5.50%10.09%6/25/2029220 215 220 0.01 
Kaseya, Inc.(6) (9) (16)First Lien DebtS +5.50%10.09%6/25/2029216 208 216 0.01 
LegitScript, LLC(6) (9)First Lien DebtS +5.75%10.11%6/24/202926,300 25,926 26,300 1.43 
LegitScript, LLC(6) (9)First Lien DebtS +5.75%10.11%6/24/2029695 686 695 0.04 
LegitScript, LLC(6) (9) (16)First Lien DebtS +5.75%10.11%6/24/20281,333 1,285 1,333 0.07 
LogRhythm, Inc.(6) (8)First Lien DebtS +7.50%11.86%7/2/20299,091 8,838 8,925 0.48 
LogRhythm, Inc.(6) (8) (16)First Lien DebtS +7.50%11.86%7/2/2029 (25)(17) 
Montana Buyer, Inc.(6) (9)First Lien DebtS +5.00%9.36%7/22/20298,511 8,452 8,511 0.46 
Montana Buyer, Inc.(6) (16)First Lien DebtP +4.00%11.50%7/22/2028168 163 168 0.01 
Nasuni Corporation(6) (9)First Lien DebtS +5.75%10.18%9/10/203014,483 14,274 14,483 0.79 
Nasuni Corporation(6) (9) (16)First Lien DebtS +5.75%10.18%9/10/2030 (43)  
Netwrix Corporation And Concept Searching, Inc.(6) (9)First Lien DebtS +4.75%9.26%6/11/20296,901 6,853 6,857 0.37 
Netwrix Corporation And Concept Searching, Inc.(6) (9) (16)First Lien DebtS +4.75%9.26%6/11/2029 (3)(3) 
Oak Purchaser, Inc.(6) (9)First Lien DebtS +5.50%9.83%4/28/20283,336 3,309 3,307 0.18 
Oak Purchaser, Inc.(6) (9) (16)First Lien DebtS +5.50%9.83%4/28/20281,993 1,974 1,968 0.11 
Oak Purchaser, Inc.(6) (9) (16)First Lien DebtS +5.50%9.83%4/28/2028 (2)(3) 
Optimizely North America, Inc.(6) (9) (12)First Lien DebtS +5.00%9.36%10/30/20318,394 8,312 8,312 0.45 
110


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and Spread
Interest Rate(3)
Maturity Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Optimizely North America, Inc.(6) (9) (12)First Lien DebtE +5.25%8.11%10/30/20313,090 $3,324 $3,168 0.17 %
Optimizely North America, Inc.(6) (9) (12)First Lien DebtSA +5.50%10.20%10/30/2031£1,030 1,327 1,277 0.07 
Optimizely North America, Inc.(6) (9) (12) (16)First Lien DebtS +5.00%9.36%10/30/2031 (12)(12) 
PDFTron Systems, Inc.(6) (8) (12) (16)First Lien DebtS +5.00%9.59%7/15/20262,567 2,519 2,557 0.14 
Pound Bidco, Inc.(6) (8) (12)First Lien DebtS +6.00%10.86%2/1/202722,180 22,008 22,122 1.20 
Pound Bidco, Inc.(6) (8) (12) (16)First Lien DebtS +6.00%10.86%2/1/2027528 528 522 0.03 
Pound Bidco, Inc.(6) (7) (8) (12) (16)First Lien DebtS +6.00%10.86%2/1/2027 (8)(3) 
Project Leopard Holdings, Inc.(10) (12)First Lien DebtS +5.25%9.94%7/20/20296,154 5,840 5,493 0.30 
Reorganized Mobileum Acquisition Co, LLC(6) (8)First Lien DebtS +
6.00% (incl. 5.00% PIK)
10.45%9/11/2029187 187 187 0.01 
Revalize, Inc.(6) (8)First Lien DebtS +5.75%10.49%4/15/202719,255 19,205 17,949 0.97 
Revalize, Inc.(6) (8) (16)First Lien DebtS +5.75%10.49%4/15/202751 51 47  
Riskonnect Parent, LLC(6) (9)First Lien DebtS +5.25%9.57%12/7/20285,679 5,586 5,635 0.31 
Riskonnect Parent, LLC(6) (9) (16)First Lien DebtS +5.25%9.57%12/7/20284,187 4,103 4,145 0.23 
Riskonnect Parent, LLC(6) (9) (16)First Lien DebtS +5.25%9.57%12/7/2028 (15)(7) 
Runway Bidco, LLC(6) (10)First Lien DebtS +5.00%9.33%12/17/203110,928 10,819 10,819 0.59 
Runway Bidco, LLC(6) (10) (16)First Lien DebtS +5.00%9.33%12/17/2031 (14)(13) 
Runway Bidco, LLC(6) (10) (16)First Lien DebtS +5.00%9.33%12/17/2031 (14)(13) 
Securonix, Inc.(6) (9)First Lien DebtS +
7.00% (incl. 3.75% PIK)
12.34%4/5/202821,010 20,782 19,151 1.04 
Securonix, Inc.(6) (9) (16)First Lien DebtS +
7.00% (incl. 3.75% PIK)
12.34%4/5/202885 49 (249)(0.01)
Trunk Acquisition, Inc.(6) (8)First Lien DebtS +6.00%10.48%2/19/20308,869 8,827 8,822 0.48 
Trunk Acquisition, Inc.(6) (8)First Lien DebtS +6.00%10.48%2/19/2030742 735 735 0.04 
Trunk Acquisition, Inc.(6) (8) (16)First Lien DebtS +6.00%10.48%2/19/2030 (4)(4) 
Trunk Acquisition, Inc.(6) (8) (16)First Lien DebtS +6.00%10.48%2/19/2026 (2)(4) 
User Zoom Technologies, Inc.(6) (9)First Lien DebtS +7.00%12.25%4/5/202938,689 38,145 38,689 2.10 
696,522 698,438 37.91 
Wireless Telecommunication Services
Mobile Communications America, Inc.(6) (7) (8)First Lien DebtS +5.25%9.78%10/16/20295,895 5,820 5,895 0.32 
Mobile Communications America, Inc.(6) (8) (16)First Lien DebtS +5.25%9.78%10/16/2029366 352 366 0.02 
Mobile Communications America, Inc.(6) (8) (16)First Lien DebtS +5.25%9.78%10/16/2029240 229 240 0.01 
6,401 6,501 0.35 
Total Debt Investments$3,758,444 $3,733,103 202.65 %

111


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and SpreadAcquisition Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Equity Investments
Aerospace & Defense
PCX Holding Corp.(6) (14) (15)Common Equity4/22/20216,538 $654 $446 0.02 %
654 446 0.02 
Automobile Components
Shelby Co-invest, LP (Spectrum Automotive)(6) (14) (15)Common Equity6/29/20218,500 850 1,463 0.08 
850 1,463 0.08 
Commercial Services & Supplies
Encore Holdings, LLC(6) (14) (15)Common Equity11/21/20213,013 395 1,103 0.06 
Procure Acquiom Financial, LLC (Procure Analytics)(6) (14) (15)Common Equity12/20/20211,000,000 1,000 1,470 0.08 
Surewerx Topco, LP(6) (12) (14) (15)Common Equity12/28/2022512 512 684 0.04 
1,907 3,257 0.18 
Containers & Packaging
BP Purchaser, LLC(6) (14) (15)Common Equity12/10/20211,383,156 1,379 659 0.04 
BP Purchaser, LLC Rights(6) (14) (15)Common Equity3/12/20241,666,989 75 83 0.00 
FORTIS Solutions Group, LLC(6) (15)Preferred Equity12.25%6/24/20221,000,000 1,337 980 0.05 
2,791 1,722 0.09 
Distributors
48Forty Solutions, LLC(6) (14) (15)Common Equity11/1/20242,748   0.00 
  0.00 
Diversified Consumer Services
Eclipse Topco, Inc.(6) (15)Preferred Equity
12.50% PIK
9/5/2024120 1,180 1,175 0.06 
LUV Car Wash(6) (14) (15)Common Equity4/6/2022123 123 83 0.00 
1,303 1,258 0.07 
Electrical Equipment
Sparkstone Electrical Group(6) (14) (15)Common Equity10/15/20241,500 150 150 0.01 
150 150 0.01 
Food Products
Pet Holdings, Inc. (Brightpet)(6) (14) (15)Common Equity3/22/202117,543 2,013 1,028 0.06 
2,013 1,028 0.06 
Health Care Providers & Services
mPulse Mobile, Inc.(6) (14) (15)Common Equity12/17/2021165,761 1,220 2,117 0.11 
SDB Holdco, LLC(6) (14) (15)Common Equity3/29/20245,460,555   0.00 
Suveto Buyer, LLC(6) (12) (14) (15)Common Equity11/19/202119,257 1,926 1,870 0.10 
112


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments-non-controlled/non-affiliated(1) (2)
FootnotesInvestmentReference Rate and SpreadAcquisition Date
Par Amount/ Shares(4)
Cost(5)
Fair ValuePercentage of Net Assets
Vardiman Black Holdings, LLC(6) (15)Preferred Equity
6.00% PIK
3/29/20242,649,446 $1,809 $923 0.05 %
4,955 4,910 0.27 
Insurance Services
Amerilife Holdings, LLC(6) (14) (15)Common Equity9/1/2022908 25 54 0.00 
Frisbee Holdings, LP (Fetch)(6) (14) (15)Common Equity10/31/202221,744 277 350 0.02 
Integrity Marketing Acquisition, LLC(6) (15)Preferred Equity10.50%12/21/20213,250,000 4,402 4,323 0.23 
4,704 4,727 0.26 
IT Services
CSC Thrive Holdings, LP (Thrive Networks)(6) (14) (15)Common Equity3/1/2021162,309 421 1,082 0.06 
Help HP SCF Investor, LP (Help/Systems)(12) (14) (15)Common Equity5/12/20219,619,564 12,461 17,193 0.93 
Recovery Point Systems, Inc.(6) (14) (15)Common Equity3/5/20211,000,000 1,000 570 0.03 
13,882 18,845 1.02 
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)(6) (14) (15)Common Equity2/9/202467,388 2,981 1,571 0.09 
Verdantas, LLC(6) (14) (15)Common Equity5/3/20244,780 5 6 0.00 
Verdantas, LLC(6) (15)Preferred Equity10.00%5/3/2024473,220 506 572 0.03 
3,492 2,149 0.12 
Real Estate Management & Development
Pritchard Industries, LLC(6) (14) (15)Common Equity10/13/20211,882,739 1,937 1,770 0.10 
Software
Diligent Corporation(6) (15)Preferred Equity10.50%4/5/20215,000 7,037 7,110 0.39 
Fullsteam Operations, LLC(6) (14) (15)Common Equity11/27/20232,966 100 239 0.01 
Knockout Intermediate Holdings I, Inc.(6) (15)Preferred Equity11.75%6/25/222,790 3,668 3,784 0.21 
Reorganized Mobileum Grandparent, LLC(6) (14) (15)Common Equity9/12/2425,375   0.00 
Revalize, Inc.(6) (15)Preferred EquityS +10.00%12/14/212,255 3,196 3,272 0.18 
Reveal Data Solutions(6) (14) (15)Common Equity8/29/23477,846 621 783 0.04 
RSK Holdings, Inc. (Riskonnect)(6) (15)Preferred EquityS +10.50%7/7/221,012,200 1,423 1,478 0.08 
16,045 16,666 0.90 
Total Equity Investments$54,683 $58,391 3.17 %
Total Portfolio Investments$3,813,127 $3,791,494 205.82 %
Cash and Cash Equivalents
J.P. Morgan US Government Money Market Fund$8,976 $8,976 0.49 %
Cash63,396 63,396 3.44 
Total Cash and Cash Equivalents$72,372 $72,372 3.93 %
Total Portfolio Investments, Cash and Cash Equivalents$3,885,499 $3,863,866 209.75 %
113


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)

Interest Rate Swaps(a)(b)(c)
CounterpartyHedged InstrumentCompany ReceivesCompany PaysMaturity DateNotional AmountFair ValueUpfront Payments/ReceiptsChange in Unrealized Appreciation/(Depreciation)
BNP Paribas2029 Notes6.41%
S + 2.37%
5/17/2029350,000445  445 
(a)Contains a variable rate structure. Bears interest at a rate determined by SOFR.
(b)
Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedging item within interest expense.
(c)For further details, see Note 6 “Debt” to our consolidated financial statements included in this report.
(1)
Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments (including preferred equity investments) are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2024 the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2024, the Company is not an “affiliated person” of any of its portfolio companies.
(2)
Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.
(3)
Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either CORRA ("C") or EURIBOR ("E") or SOFR ("S") or SONIA ("SA") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2024. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2024. As of December 31, 2024, the reference rates for our variable rate loans were the C at 3.32%, 1-month E at 2.85%, 1-month S at 4.33%, 3-month S at 4.31%, 6-month S at 4.25%, SA at 4.70% and the P at 7.50%.
(4)Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Euro ("€"), Great British Pound (“GBP”), or Canadian dollar ("CAD").
(5)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(6)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company's Valuation Designee, under the supervision of the Board of Directors (the "Board of Directors" or the "Board") (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(7)Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). See Note 6 “Debt”.
(8)
Loan includes interest rate floor of 1.00%.
(9)
Loan includes interest rate floor of 0.75%.
(10)
Loan includes interest rate floor of 0.50%.
(11)The investment includes an exit fee that is receivable upon certain conditions being met. See Note 2 "Significant Accounting Policies".
(12)
The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2024, non-qualifying assets represented 7.63% of total assets as calculated in accordance with regulatory requirements.
(13)
Investment was on non-accrual status as of December 31, 2024.
(14)Non-income producing security.
(15)
Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of December 31, 2024, the aggregate fair value of these securities is $58,391 or 3.17% of the Company’s net assets. The initial acquisition dates have been included for such securities.
(16) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2024:


114


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
First Lien Debt
48Forty Solutions, LLCRevolver11/30/2029$1,547 $(548)
ARI Network Services, Inc.Revolver8/28/20261,841 (7)
AWP Group Holdings, Inc.Delayed Draw Term Loan8/23/20261,284  
AWP Group Holdings, Inc.Revolver12/23/2030750  
Abacus Data Holdings, Inc. (AbacusNext)Revolver3/10/20271,400  
Accordion Partners, LLCDelayed Draw Term Loan11/15/20264,565 (22)
Accordion Partners, LLCRevolver11/17/20313,043 (30)
Advarra Holdings, Inc.Delayed Draw Term Loan9/14/202641  
Alert Media, Inc.Revolver4/12/20274,266 (62)
Amerilife Holdings, LLCDelayed Draw Term Loan6/17/20261,335  
Amerilife Holdings, LLCRevolver8/31/2028437  
Answer Acquisition, LLCRevolver12/30/20261,249 (8)
Any Hour, LLCDelayed Draw Term Loan5/23/20266,255 (66)
Any Hour, LLCRevolver5/23/20301,801 (19)
Apex Service Partners, LLCRevolver10/24/2029932  
Apollo Acquisition, Inc.Delayed Draw Term Loan12/30/20266,094 (30)
Apollo Acquisition, Inc.Revolver12/30/20302,437 (24)
Appfire Technologies, LLCDelayed Draw Term Loan3/31/2025569  
Appfire Technologies, LLCDelayed Draw Term Loan6/28/20264,005  
Appfire Technologies, LLCRevolver3/9/2028155  
Applitools, Inc.Revolver5/25/2028433 (4)
Aptean, Inc.Delayed Draw Term Loan1/30/2026537 (1)
Aptean, Inc.Revolver1/30/2031984 (1)
Arcoro Holdings Corp.Revolver3/28/20301,957 (14)
Artifact Bidco, Inc.Delayed Draw Term Loan5/22/20277,759  
Artifact Bidco, Inc.Revolver7/26/20305,542  
Ascend Partner Services, LLCDelayed Draw Term Loan8/9/20268,418  
Ascend Partner Services, LLCRevolver8/11/2031673  
Assembly Intermediate, LLCRevolver10/19/20272,074  
Associations, Inc.Delayed Draw Term Loan7/3/2028705  
Associations, Inc.Revolver7/3/2028339  
Atlas Us Finco, Inc.Revolver12/9/2028186  
AuditBoard, Inc.Delayed Draw Term Loan7/12/202610,571  
AuditBoard, Inc.Revolver7/14/20314,229  
Avalara, Inc.Revolver10/19/20281,040  
Bottomline Technologies, Inc.Revolver5/15/2028267  
115


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Bradyplus Holdings, LLCDelayed Draw Term Loan10/31/2025$184 $ 
Bridgepointe Technologies, LLCDelayed Draw Term Loan6/3/20261,578 (18)
Bullhorn, Inc.Delayed Draw Term Loan5/11/2026386  
Bullhorn, Inc.Revolver10/1/2029717  
CLEO Communications Holding, LLCRevolver6/9/202712,502  
COP Collisionright Parent, LLCDelayed Draw Term Loan1/29/20261,842 (22)
COP Collisionright Parent, LLCRevolver1/29/2030884 (10)
CRCI Longhorn Holdings, Inc.Delayed Draw Term Loan8/27/20262,471  
CRCI Longhorn Holdings, Inc.Revolver8/27/2031906  
Caerus US 1, Inc.Revolver5/25/20291,083 (33)
Carr, Riggs and Ingram Capital, LLCDelayed Draw Term Loan11/18/20262,188 (11)
Carr, Riggs and Ingram Capital, LLCRevolver11/18/2031875 (9)
Catalis Intermediate, Inc.Revolver8/4/20272,778 (42)
Cerity Partners, LLCDelayed Draw Term Loan6/7/20261,141  
Cerity Partners, LLCRevolver7/30/2029236  
Chase Intermediate, LLCDelayed Draw Term Loan8/31/20256,276 (9)
Chase Intermediate, LLCRevolver10/30/2028530  
Citrin Cooperman Advisors, LLCDelayed Draw Term Loan12/13/20251,263  
ComPsych Investment Corp.Delayed Draw Term Loan7/23/20274,000  
Consor Intermediate II, LLCDelayed Draw Term Loan5/10/20264,577 (26)
Consor Intermediate II, LLCRevolver5/12/20311,220 (7)
Coupa Holdings, LLCDelayed Draw Term Loan8/27/20251,085 (5)
Coupa Holdings, LLCRevolver2/27/2029831 (4)
Cyara AcquisitionCo, LLCRevolver6/28/2029313  
Diligent CorporationDelayed Draw Term Loan4/30/20264,118  
Diligent CorporationRevolver8/2/20302,745  
Drivecentric Holdings, LLCRevolver8/15/20313,529 (3)
Dwyer Instruments, Inc.Delayed Draw Term Loan11/20/2026505 (2)
Dwyer Instruments, Inc.Revolver7/20/20291,387  
E-Discovery AcquireCo, LLCRevolver8/29/20292,384 (10)
EVDR Purchaser, Inc.Delayed Draw Term Loan8/14/20255,881  
EVDR Purchaser, Inc.Revolver2/14/20312,940  
Eclipse Buyer, Inc.Delayed Draw Term Loan9/6/2026719  
Eclipse Buyer, Inc.Revolver9/6/2031365  
Encore Holdings, LLCDelayed Draw Term Loan10/31/2026126 (1)
Encore Holdings, LLCDelayed Draw Term Loan12/20/20262,500 (6)
Encore Holdings, LLCRevolver11/23/2027539 (2)
116


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Energy Labs Holdings Corp.Delayed Draw Term Loan5/24/2026$477 $(4)
Energy Labs Holdings Corp.Revolver4/7/2028222 (3)
Essential Services Holding CorporationDelayed Draw Term Loan6/17/20264,773  
Essential Services Holding CorporationRevolver6/17/20302,983  
Everbridge Holdings, LLCDelayed Draw Term Loan7/2/20266,783  
Everbridge Holdings, LLCRevolver7/2/20314,463  
Excelitas Technologies Corp.Delayed Draw Term Loan5/1/202544  
Excelitas Technologies Corp.Delayed Draw Term Loan5/1/20262,000 (19)
Excelitas Technologies Corp.Revolver8/14/2028131 (1)
FLS Holding, Inc.Revolver12/17/2027901 (96)
FMG Suite Holdings, LLCRevolver10/30/20262,319 (18)
FORTIS Solutions Group, LLCDelayed Draw Term Loan6/24/2025688  
FORTIS Solutions Group, LLCRevolver10/15/20271,754  
FPG Intermediate Holdco, LLCDelayed Draw Term Loan12/31/20256  
Formstack Acquisition CoDelayed Draw Term Loan3/30/20263,273 (21)
Formstack Acquisition CoRevolver3/28/20301,969 (12)
Foundation Risk Partners Corp.Revolver10/29/20296,709  
Fullsteam Operations, LLCDelayed Draw Term Loan8/25/20254,083  
Fullsteam Operations, LLCDelayed Draw Term Loan2/23/2026807  
Fullsteam Operations, LLCDelayed Draw Term Loan5/1/20262,250  
Fullsteam Operations, LLCDelayed Draw Term Loan6/30/2026250  
Fullsteam Operations, LLCRevolver11/27/2029608  
GC Waves Holdings, Inc.Delayed Draw Term Loan10/4/20263,398 (26)
GC Waves Holdings, Inc.Revolver10/4/2030331 (2)
GI DI Cornfield Acquisition, LLCDelayed Draw Term Loan5/31/202615,667 (152)
GPS Merger Sub, LLCDelayed Draw Term Loan10/2/20261,274  
GPS Merger Sub, LLCRevolver10/2/20291,019  
GS AcquisitionCo, Inc.Delayed Draw Term Loan3/26/202651  
GS AcquisitionCo, Inc.Revolver5/25/20282,470  
Galway Borrower, LLCDelayed Draw Term Loan2/6/20261,257  
Galway Borrower, LLCRevolver9/29/20282,029  
Gateway US Holdings, Inc.Revolver9/22/202830  
Granicus, Inc.Delayed Draw Term Loan1/17/20261,955 (2)
Granicus, Inc.Revolver1/17/20311,800  
GraphPad Software, LLCDelayed Draw Term Loan6/28/20267,184  
GraphPad Software, LLCRevolver6/30/20312,993  
Ground Penetrating Radar Systems, LLCDelayed Draw Term Loan4/2/20277,733  
117


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Ground Penetrating Radar Systems, LLCRevolver4/2/2031$2,279 $ 
HSI Halo Acquisition, Inc.Delayed Draw Term Loan6/28/20262,685  
HSI Halo Acquisition, Inc.Revolver6/28/20302,165  
Heartland Veterinary Partners, LLCRevolver12/10/2026375  
Helios Service Partners, LLCDelayed Draw Term Loan2/10/20255,193 (36)
Helios Service Partners, LLCRevolver3/19/20271,290  
Hercules Borrower, LLCDelayed Draw Term Loan4/5/20264,519 (14)
Hercules Borrower, LLCDelayed Draw Term Loan4/17/20252,176 (670)
Higginbotham Insurance Agency, Inc.Delayed Draw Term Loan3/27/20265,655 (24)
High Street Buyer, Inc.Delayed Draw Term Loan3/11/20267,587 (25)
High Street Buyer, Inc.Revolver4/16/20272,136  
Hootsuite, Inc.Revolver5/22/20302,500 (22)
Hyland Software, Inc.Revolver9/19/20291,879  
IG Investment Holdings, LLCRevolver9/22/20281,211 (11)
Icefall Parent, Inc.Revolver1/25/2030507 (8)
Imagine 360, LLCDelayed Draw Term Loan9/20/20261,718  
Imagine 360, LLCRevolver10/2/20281,064  
Inszone Mid, LLCDelayed Draw Term Loan11/10/20251,082  
Inszone Mid, LLCDelayed Draw Term Loan7/24/202610,025  
Inszone Mid, LLCRevolver11/12/20291,569  
Integrity Marketing Acquisition, LLCRevolver8/25/2028434  
Invictus Buyer, LLCDelayed Draw Term Loan6/3/20261,688 (5)
Invictus Buyer, LLCRevolver6/3/2031625 (2)
Iris Buyer, LLCDelayed Draw Term Loan4/2/2025340  
Iris Buyer, LLCRevolver10/2/20291,001  
KENG Acquisition, Inc.Delayed Draw Term Loan8/1/20251,346 (7)
KENG Acquisition, Inc.Delayed Draw Term Loan7/17/20261,465 (7)
KENG Acquisition, Inc.Revolver8/1/2029878 (4)
Kaseya, Inc.Delayed Draw Term Loan6/23/2025637  
Kaseya, Inc.Revolver6/25/2029642  
LJ Avalon Holdings, LLCDelayed Draw Term Loan10/1/20251,339  
LJ Avalon Holdings, LLCRevolver2/1/2029675  
LeadVenture, Inc.Delayed Draw Term Loan8/28/2026826 (3)
LegitScript, LLCRevolver6/24/20282,833  
Lightspeed Buyer, Inc.Delayed Draw Term Loan6/1/2025545  
Lightspeed Buyer, Inc.Revolver2/3/2027146  
LogRhythm, Inc.Revolver7/2/2029909 (16)
118


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
MAI Capital Management Intermediate, LLCDelayed Draw Term Loan8/29/2026$1,869 $ 
MAI Capital Management Intermediate, LLCRevolver8/29/2031894  
MHE Intermediate Holdings, LLCRevolver7/21/20272,000  
MRI Software, LLCDelayed Draw Term Loan9/4/202634  
MRI Software, LLCRevolver2/10/20272,174 (2)
Magneto Components Buyco, LLCDelayed Draw Term Loan6/5/20253,035 (21)
Magneto Components Buyco, LLCRevolver12/5/20292,529 (17)
Magnolia Wash HoldingsRevolver7/14/202871 (7)
MajescoRevolver9/21/20271,575  
Mantech International CPDelayed Draw Term Loan6/14/2025636  
Mantech International CPRevolver9/14/2028507  
Mobile Communications America, Inc.Delayed Draw Term Loan10/16/20251,553  
Mobile Communications America, Inc.Revolver10/16/2029720  
Model N, Inc.Delayed Draw Term Loan6/26/20263,265  
Model N, Inc.Revolver6/27/20311,741  
Montana Buyer, Inc.Revolver7/22/2028812  
NSi Holdings, Inc.Delayed Draw Term Loan11/15/20261,316 (6)
NSi Holdings, Inc.Revolver11/15/20311,316 (13)
Nasuni CorporationRevolver9/10/20303,017  
Netwrix Corporation And Concept Searching, Inc.Revolver6/11/2029431 (3)
Oak Purchaser, Inc.Delayed Draw Term Loan2/1/2025878 (8)
Oak Purchaser, Inc.Revolver4/28/2028372 (3)
Optimizely North America, Inc.Revolver10/30/20311,236 (12)
PDFTron Systems, Inc.Revolver7/15/20265,133 (6)
PDI TA Holdings, Inc.Delayed Draw Term Loan2/1/20262,301 (12)
PDI TA Holdings, Inc.Revolver2/3/20312,280 (12)
PMA Parent Holdings, LLCRevolver1/31/2031214 (3)
PT Intermediate Holdings III, LLCDelayed Draw Term Loan4/8/20262,937  
Pareto Health Intermediate Holdings, Inc.Delayed Draw Term Loan6/20/20265,602 (28)
Pareto Health Intermediate Holdings, Inc.Revolver6/1/2029792  
Patriot Growth Insurance Services, LLCRevolver10/16/20282,243  
Peter C. Foy & Associates Insurance Services, LLCDelayed Draw Term Loan4/23/2026269 (1)
Peter C. Foy & Associates Insurance Services, LLCRevolver11/1/2027832  
Pound Bidco, Inc.Delayed Draw Term Loan2/1/20271,631 (4)
Pound Bidco, Inc.Delayed Draw Term Loan2/1/202759  
Pound Bidco, Inc.Revolver2/1/20271,163 (3)
Procure Acquireco, Inc. (Procure Analytics)Delayed Draw Term Loan10/31/2026700 (3)
119


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Procure Acquireco, Inc. (Procure Analytics)Revolver12/20/2028$238 $ 
Project Accelerate Parent, LLCRevolver2/24/20311,250  
Project Boost Purchaser, LLCRevolver5/2/2028273  
Project Potter Buyer, LLCRevolver4/23/20261,173  
Promptcare Infusion Buyer, Inc.Delayed Draw Term Loan10/19/20251,389 (18)
Pye-Barker Fire & Safety, LLCDelayed Draw Term Loan5/24/20266,778  
Pye-Barker Fire & Safety, LLCRevolver5/24/20303,189  
RFS Opco, LLCRevolver4/4/2029410 (2)
Randy's Holdings, Inc.Delayed Draw Term Loan11/1/20251,580  
Randy's Holdings, Inc.Revolver11/1/2029594  
Raptor Merger Sub Debt, LLCRevolver4/1/20291,953 (7)
Recovery Point Systems, Inc.Revolver8/12/20264,000  
Redwood Services Group, LLCDelayed Draw Term Loan2/5/2026151 (1)
Revalize, Inc.Revolver4/15/202719 (1)
Ridge Trail US Bidco, Inc.Delayed Draw Term Loan8/30/20278,268 (22)
Ridge Trail US Bidco, Inc.Revolver3/31/20312,012 (5)
Riskonnect Parent, LLCDelayed Draw Term Loan3/1/20261,264 (10)
Riskonnect Parent, LLCRevolver12/7/2028915 (7)
RoadOne IntermodaLogisticsRevolver12/29/2028255 (6)
Routeware, Inc.Delayed Draw Term Loan9/18/20261,477  
Routeware, Inc.Revolver9/18/2031341  
Runway Bidco, LLCDelayed Draw Term Loan12/17/20262,715 (13)
Runway Bidco, LLCRevolver12/17/20311,357 (13)
SV Newco 2, Inc.Delayed Draw Term Loan5/31/202614,319 (113)
SV Newco 2, Inc.Revolver6/2/20318,591 (68)
Securonix, Inc.Revolver4/5/20283,697 (327)
Sherlock Buyer Corp.Revolver12/8/20271,286  
Smarsh, Inc.Delayed Draw Term Loan2/18/2025536  
Smarsh, Inc.Revolver2/16/2029161  
Sonny's Enterprises, LLCDelayed Draw Term Loan6/5/20261,302 (42)
Spark Buyer, LLCDelayed Draw Term Loan10/15/2026875 (6)
Spark Buyer, LLCRevolver10/15/2031438 (6)
Spectrum Automotive Holdings Corp.Delayed Draw Term Loan3/24/20268,432 (47)
Spectrum Automotive Holdings Corp.Revolver6/29/2027881 (5)
Stepping Stones Healthcare Services, LLCDelayed Draw Term Loan4/25/20261,125 (3)
Stepping Stones Healthcare Services, LLCRevolver12/30/2026625  
Superman Holdings, LLCDelayed Draw Term Loan8/28/20266,552  
120


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Superman Holdings, LLCRevolver8/29/2031$2,901 $ 
Surewerx Purchaser III, Inc.Delayed Draw Term Loan12/28/20251,128  
Surewerx Purchaser III, Inc.Revolver12/28/2028341  
SuvetoRevolver9/9/20271,231 (12)
Suveto Buyer, LLCDelayed Draw Term Loan11/15/2026240 (1)
Sweep Purchaser, LLCRevolver6/30/20271,406  
Tamarack Intermediate, LLCRevolver3/13/2028900  
Tank Holding Corp.Delayed Draw Term Loan11/22/202573  
Tank Holding Corp.Revolver3/31/2028800 (16)
Thrive Buyer, Inc. (Thrive Networks)Revolver1/22/2027661  
Tidi Legacy Products, Inc.Delayed Draw Term Loan6/19/2025494 (1)
Tidi Legacy Products, Inc.Revolver12/19/2029356 (1)
Transit Technologies, LLCDelayed Draw Term Loan8/20/20262,841  
Transit Technologies, LLCRevolver8/20/20301,704  
Trintech, Inc.Revolver7/25/20292,092 (31)
Triple Lift, Inc.Revolver5/5/20284,000 (171)
Trunk Acquisition, Inc.Delayed Draw Term Loan12/20/2026755 (4)
Trunk Acquisition, Inc.Revolver2/19/2026857 (4)
Two Six Labs, LLCDelayed Draw Term Loan10/9/20252,200 (6)
Two Six Labs, LLCRevolver8/20/20272,134 (6)
UHY Advisors, Inc.Delayed Draw Term Loan11/22/20262,208 (11)
UHY Advisors, Inc.Revolver11/21/2031584 (6)
United Flow Technologies Intermediate Holdco II, LLCDelayed Draw Term Loan6/21/20264,465  
United Flow Technologies Intermediate Holdco II, LLCRevolver6/21/2030990  
UpStack, Inc.Delayed Draw Term Loan8/23/20263,750  
UpStack, Inc.Revolver8/25/20311,275  
V Global Holdings, LLCRevolver12/22/2025279 (14)
VRC Companies, LLCRevolver6/29/20271,653  
Vardiman Black Holdings, LLCDelayed Draw Term Loan3/29/202687  
Vehlo Purchaser, LLCDelayed Draw Term Loan10/5/202514,495 (91)
Vehlo Purchaser, LLCRevolver5/24/2028143 (1)
Vensure Employer Services, Inc.Delayed Draw Term Loan9/27/20261,719  
Verdantas, LLCDelayed Draw Term Loan11/8/20262,500 (18)
Verdantas, LLCRevolver5/6/20301,754 (18)
Vertex Service Partners, LLCDelayed Draw Term Loan10/1/2026734 (3)
Vertex Service Partners, LLCRevolver11/8/203053  
Vessco Midco Holdings, LLCDelayed Draw Term Loan7/24/20262,750  
121


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2024
(In thousands, except share amounts)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Vessco Midco Holdings, LLCRevolver7/24/2031$1,244 $ 
Victors Purchaser, LLCDelayed Draw Term Loan8/15/20261,213  
Victors Purchaser, LLCRevolver8/15/2031570  
World Insurance Associates, LLCRevolver4/3/20281,269 (28)
YI, LLCDelayed Draw Term Loan6/1/20251,178  
YI, LLCRevolver12/3/2029883  
Zarya Intermediate, LLCRevolver7/1/20273,649 (4)
iCIMS, Inc.Revolver8/18/202836  
mPulse Mobile, Inc.Revolver12/17/20271,734 (22)
Total First Lien Debt Unfunded Commitments$564,839 $(3,621)
Total Unfunded Commitments$564,839 $(3,621)



























122


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
First Lien Debt
Aerospace & Defense
Jonathan Acquisition Company(5) (7)S +5.00%10.45%12/22/20262,684 $2,641 $2,659 0.15 %
Mantech International CP(5) (8)S +5.75%11.13%9/14/2029355 349 355 0.02 
Mantech International CP(5) (8) (13)S +5.75%11.13%9/14/202931 30 31  
Mantech International CP(5) (8) (13)S +5.75%11.13%9/14/2028 (1)  
PCX Holding Corp.(5) (6) (7)S +6.25%11.75%4/22/202718,047 17,936 17,944 1.04 
PCX Holding Corp.(5) (7)S +6.25%11.75%4/22/202718,172 17,937 18,068 1.05 
PCX Holding Corp.(5) (7) (13)S +6.25%11.75%4/22/2027864 854 853 0.05 
Two Six Labs, LLC(5) (6) (8)S +5.50%10.85%8/20/202725,894 25,465 25,366 1.47 
Two Six Labs, LLC(5) (8)S +5.50%10.85%8/20/20274,231 4,169 4,136 0.24 
Two Six Labs, LLC(5) (8) (13)S +5.50%10.85%8/20/2027 (26)(48) 
69,354 69,364 4.03 
Air Freight & Logistics
AGI-CFI Holdings, Inc.(5) (8)S +5.75%11.18%6/11/202714,263 14,048 14,159 0.82 
Omni Intermediate Holdings, LLC(5) (7)S +5.00%10.54%12/30/202612,410 12,324 11,824 0.69 
Omni Intermediate Holdings, LLC(5) (7) (13)S +5.00%10.54%12/30/20261,263 1,247 1,196 0.07 
Omni Intermediate Holdings, LLC(5) (7) (13)P +4.00%12.50%12/30/2025832 826 781 0.05 
RoadOne IntermodaLogistics(5) (7)S +6.25%11.61%12/29/20281,655 1,612 1,626 0.09 
RoadOne IntermodaLogistics(5) (7) (13)S +6.25%11.61%12/29/2028152 144 144 0.01 
RoadOne IntermodaLogistics(5) (7) (13)S +6.25%11.61%12/29/202820 12 14  
30,213 29,744 1.73 
Automobile Components
Continental Battery Company(5) (7)S +
6.75% (incl. 4.08% PIK)
12.34%1/20/20276,204 6,121 5,165 0.30 
Randy's Holdings, Inc.(5) (7)S +6.50%11.87%11/1/20286,676 6,505 6,653 0.39 
Randy's Holdings, Inc.(5) (7) (13)S +6.50%11.87%11/1/2028 (27)(8) 
Randy's Holdings, Inc.(5) (7) (13)S +6.50%11.87%11/1/2028260 238 257 0.01 
Sonny's Enterprises, LLC(5) (6) (7)S +6.75%12.28%8/5/202846,018 45,462 46,018 2.67 
Spectrum Automotive Holdings Corp.(5) (6) (8)S +5.75%11.22%6/29/202823,410 23,162 22,888 1.33 
Spectrum Automotive Holdings Corp.(5) (8) (13)S +5.75%11.22%6/29/20285,366 5,301 5,220 0.30 
Spectrum Automotive Holdings Corp.(5) (8) (13)S +5.75%11.22%6/29/2027 (8)(20) 
86,754 86,173 5.01 
Automobiles
ARI Network Services, Inc.(5) (6) (8)S +5.25%10.60%2/28/202520,512 20,369 20,315 1.18 
ARI Network Services, Inc.(5) (6) (8)S +5.25%10.60%2/28/20253,594 3,569 3,559 0.21 
ARI Network Services, Inc.(5) (8) (13)S +5.25%10.60%2/28/2025 (19)(29) 
123


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
Summit Buyer, LLC(5) (7)S +5.75%11.26%1/14/202621,896 $21,670 $21,370 1.24 %
Summit Buyer, LLC(5) (7) (13)S +5.75%11.26%1/14/202632,011 31,671 31,239 1.82 
Summit Buyer, LLC(5) (13)P +4.75%13.25%1/14/2026 (22)(59) 
Turbo Buyer, Inc.(5) (7)S +6.00%11.50%12/2/202537,555 37,197 37,202 2.16 
Turbo Buyer, Inc.(5) (7)S +6.00%11.50%12/2/202537,738 37,306 37,383 2.17 
151,741 150,980 8.77 
Biotechnology
GraphPad Software, LLC(5) (6) (7)S +5.50%11.20%4/27/202714,807 14,714 14,751 0.86 
GraphPad Software, LLC(5) (6) (13)P +5.00%13.50%4/27/2027875 866 868 0.05 
15,580 15,619 0.91 
Chemicals
Tank Holding Corp.(5) (6) (8)S +5.75%11.21%3/31/202815,713 15,452 15,050 0.87 
Tank Holding Corp.(5) (8) (13)S +5.75%11.21%3/31/2028250 237 236 0.01 
Tank Holding Corp.(8) (13)S +5.75%11.21%3/31/2028213 202 177 0.01 
V Global Holdings, LLC(5) (6) (8)S +5.75%11.21%12/22/20274,854 4,780 4,756 0.28 
V Global Holdings, LLC(5) (8) (13)S +5.75%11.21%12/22/2025276 269 262 0.02 
20,940 20,481 1.19 
Commercial Services & Supplies
365 Retail Markets, LLC(5) (7)S +4.75%10.30%12/23/202617,105 16,922 17,105 0.99 
365 Retail Markets, LLC(5) (7)S +4.75%10.30%12/23/20265,488 5,442 5,488 0.32 
365 Retail Markets, LLC(5) (7) (13)S +4.75%10.30%12/23/2026 (27)  
Atlas Us Finco, Inc.(5) (7) (10)S +7.25%12.51%12/9/20292,009 1,955 2,009 0.12 
Atlas Us Finco, Inc.(5) (7) (10) (13)S +7.25%12.51%12/9/2028 (5)  
BPG Holdings IV Corp.(5) (8)S +6.00%11.36%7/29/202911,647 10,972 11,374 0.66 
Encore Holdings, LLC(5) (8)S +4.50%10.45%11/23/20281,831 1,807 1,831 0.11 
Encore Holdings, LLC(5) (8)S +4.50%10.45%11/23/20283,561 3,511 3,561 0.21 
Encore Holdings, LLC(5) (8) (13)S +4.50%10.45%11/23/2027 (6)  
Energy Labs Holdings Corp.(5) (7)S +5.25%10.71%4/7/2028384 379 379 0.02 
Energy Labs Holdings Corp.(5) (7)S +5.25%10.71%4/7/202836 36 36  
Energy Labs Holdings Corp.(5) (7) (13)S +5.25%10.71%4/7/202824 23 23  
FLS Holding, Inc.(5) (7) (10)S +5.25%10.77%12/15/202819,025 18,733 18,911 1.10 
FLS Holding, Inc.(5) (7) (10)S +5.25%10.77%12/15/20284,461 4,390 4,434 0.26 
FLS Holding, Inc.(5) (7) (10) (13)S +5.25%10.77%12/17/2027 (24)(11) 
Helios Service Partners, LLC(5) (7)S +6.25%11.88%3/19/20276,859 6,703 6,790 0.39 
Helios Service Partners, LLC(5) (7) (13)S +6.25%11.88%3/19/20276,965 6,737 6,836 0.40 
Helios Service Partners, LLC(5) (7) (13)S +6.00%11.62%3/19/2027748 719 735 0.04 
Iris Buyer, LLC(5) (7)S +6.25%11.60%10/2/20307,008 6,820 6,820 0.40 
124


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
Iris Buyer, LLC(5) (7) (13)S +6.25%11.60%10/2/2030145 $130 $130 0.01 %
Iris Buyer, LLC(5) (7) (13)S +6.25%11.60%10/2/2029 (26)(26) 
Atlas Us Finco, Inc.(5) (10)S +7.25%12.51%12/9/20296,984 6,845 6,845 0.40 
PDFTron Systems, Inc.(5) (6) (7) (10)S +5.50%10.86%7/15/202730,030 29,694 29,550 1.72 
PDFTron Systems, Inc.(5) (7) (10)S +5.50%10.86%7/15/20279,727 9,595 9,571 0.56 
PDFTron Systems, Inc.(5) (7) (10) (13)S +5.50%10.86%7/15/20263,850 3,772 3,727 0.22 
Procure Acquireco, Inc. (Procure Analytics)(5) (8)S +5.00%10.54%12/20/20283,889 3,829 3,773 0.22 
Procure Acquireco, Inc. (Procure Analytics)(5) (8)S +5.00%10.54%12/20/2028192 189 186 0.01 
Procure Acquireco, Inc. (Procure Analytics)(5) (8) (13)S +5.00%10.54%12/20/2028 (3)(7) 
Sherlock Buyer Corp.(5) (7)S +5.75%11.20%12/8/202810,950 10,782 10,943 0.64 
Sherlock Buyer Corp.(5) (7) (13)S +5.75%11.20%12/8/2028 (23)(2) 
Sherlock Buyer Corp.(5) (7) (13)S +5.75%11.20%12/8/2027 (17)(1) 
Surewerx Purchaser III, Inc.(5) (8) (10)S +6.75%12.10%12/28/20295,447 5,300 5,447 0.32 
Surewerx Purchaser III, Inc.(5) (8) (10) (13)S +6.75%12.10%12/28/2029 (19)  
Surewerx Purchaser III, Inc.(5) (8) (10) (13)S +6.75%12.10%12/28/2028574 547 574 0.03 
Sweep Purchaser, LLC(5) (7)S +5.75%11.23%11/30/20268,616 8,522 6,878 0.40 
Sweep Purchaser, LLC(5) (7) (13)S +5.75%11.23%11/30/20265,873 5,803 4,634 0.27 
Sweep Purchaser, LLC(5) (7) (13)S +5.75%11.23%11/30/20261,378 1,364 1,094 0.06 
Tamarack Intermediate, LLC(5) (8)S +5.75%11.28%3/13/20285,548 5,462 5,415 0.31 
Tamarack Intermediate, LLC(5) (8) (13)S +5.75%11.28%3/13/2028202 192 192 0.01 
Tamarack Intermediate, LLC(5) (8) (13)S +5.75%11.28%3/13/2028 (13)(22) 
United Flow Technologies Intermediate Holdco II, LLC(5) (7)S +5.75%11.28%10/29/202716,801 16,566 16,577 0.96 
United Flow Technologies Intermediate Holdco II, LLC(5) (7) (13)S +5.75%11.28%10/29/202719,651 19,349 19,390 1.13 
United Flow Technologies Intermediate Holdco II, LLC(5) (7) (13)S +5.75%11.28%10/29/20261,845 1,811 1,805 0.10 
US Infra Svcs Buyer, LLC(5) (6) (7)S +
7.25% (incl. 0.50% PIK)
12.33%4/13/202614,973 14,842 14,193 0.82 
US Infra Svcs Buyer, LLC(5) (6) (7)S +
7.25% (incl. 0.50% PIK)
12.33%4/13/20262,113 2,095 2,003 0.12 
US Infra Svcs Buyer, LLC(5) (7)S +
7.25% (incl. 0.50% PIK)
12.33%4/13/20262,250 2,233 2,133 0.12 
Vensure Employer Services, Inc.(5) (8) (13)S +5.25%10.63%4/1/2027328 306 306 0.02 
VRC Companies, LLC(5) (6) (7)S +5.75%11.12%6/29/202763,939 63,310 63,856 3.71 
VRC Companies, LLC(5) (7)S +5.75%11.12%6/29/20279,063 8,966 9,051 0.53 
VRC Companies, LLC(5) (7) (13)S +5.75%11.12%6/29/2027 (15)(2) 
306,475 304,534 17.69 
Construction & Engineering
KPSKY Acquisition, Inc.(5) (8)S +5.25%10.74%10/19/202833,864 33,358 33,085 1.92 
125


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
KPSKY Acquisition, Inc.(5) (8)S +5.25%10.74%10/19/20287,754 $7,630 $7,576 0.44 %
LJ Avalon Holdings, LLC(5) (7)S +6.50%12.04%2/1/20304,131 4,019 4,036 0.23 
LJ Avalon Holdings, LLC(5) (7) (13)S +6.50%12.04%2/1/2030658 626 619 0.04 
LJ Avalon Holdings, LLC(5) (7) (13)S +6.50%12.04%2/1/2029 (17)(15) 
Superman Holdings, LLC(5) (7)S +6.13%11.47%8/31/20271,601 1,566 1,581 0.09 
Superman Holdings, LLC(5) (7) (13)S +6.13%11.47%8/31/2027 (4)(5) 
47,178 46,877 2.72 
Containers & Packaging
BP Purchaser, LLC(5) (8)S +5.50%10.95%12/11/202817,161 16,898 16,677 0.97 
FORTIS Solutions Group, LLC(5) (8)S +5.50%10.95%10/15/202826,772 26,371 26,772 1.56 
FORTIS Solutions Group, LLC(5) (8) (13)S +5.50%10.95%10/15/2028104 96 104 0.01 
FORTIS Solutions Group, LLC(5) (8) (13)S +5.50%10.95%10/15/2027135 101 135 0.01 
43,466 43,688 2.54 
Distributors
48Forty Solutions, LLC(5) (6) (7)S +6.00%11.44%11/30/202617,722 17,455 16,618 0.97 
48Forty Solutions, LLC(5) (13)P +5.00%13.50%11/30/20261,629 1,594 1,459 0.08 
ABB Concise Optical Group, LLC(5) (8)S +7.50%13.01%2/23/202817,008 16,685 14,653 0.85 
Avalara, Inc.(5) (8)S +7.25%12.60%10/19/202811,302 11,070 11,302 0.66 
Avalara, Inc.(5) (8) (13)S +7.25%12.60%10/19/2028 (22)  
Bradyifs Holdings, LLC(5) (6) (7)S +6.00%11.38%10/31/20297,444 7,298 7,298 0.42 
Bradyifs Holdings, LLC(5) (7) (13)S +6.00%11.38%10/31/2029201 191 191 0.01 
Bradyifs Holdings, LLC(5) (7) (13)S +6.00%11.38%10/31/2029 (12)(12) 
PT Intermediate Holdings III, LLC(5) (8)S +5.98%11.47%11/1/202828,342 28,128 27,257 1.58 
PT Intermediate Holdings III, LLC(5) (8)S +5.98%11.47%11/1/202815,768 15,646 15,164 0.88 
98,033 93,930 5.46 
Diversified Consumer Services
Apex Service Partners, LLC(5) (6) (7)S +
7.00% (incl. 2.00% PIK)
12.38%10/24/203031,834 31,235 31,235 1.81 
Apex Service Partners, LLC(5) (7) (13)S +
7.00% (incl. 2.00% PIK)
12.38%10/24/20301,692 1,598 1,598 0.09 
Apex Service Partners, LLC(5) (7) (13)S +
7.00% (incl. 2.00% PIK)
12.38%10/24/2029203 156 156 0.01 
Assembly Intermediate, LLC(5) (7)S +6.00%11.45%10/19/202720,741 20,451 19,961 1.16 
Assembly Intermediate, LLC(5) (7) (13)S +6.00%11.45%10/19/20273,630 3,568 3,435 0.20 
Assembly Intermediate, LLC(5) (7) (13)S +6.00%11.45%10/19/2027 (26)(78) 
FPG Intermediate Holdco, LLC(5) (7)S +6.50%12.04%3/5/2027418 412 385 0.02 
Groundworks, LLC(5) (6) (7)S +6.50%11.90%3/14/20301,164 1,134 1,157 0.07 
Groundworks, LLC(5) (7) (13)S +6.50%11.90%3/14/203028 25 28  
126


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
Groundworks, LLC(5) (7) (13)S +6.50%11.90%3/14/2029 $(2)$  %
Heartland Home Services, Inc.(5) (8)S +5.75%11.11%12/15/20261,946 1,936 1,942 0.11 
Lightspeed Solution, LLC(5) (8)S +
6.50% (incl. 2.17% PIK)
11.86%3/1/20287,881 7,768 7,741 0.45 
Lightspeed Solution, LLC(5) (8) (13)S +
6.50% (incl. 2.17% PIK)
11.86%3/1/2028423 402 379 0.02 
LUV Car Wash Group, LLC(5) (7) (13)S +7.00%12.55%12/9/2026714 708 711 0.04 
Magnolia Wash Holdings(5) (7)S +6.50%12.16%7/14/20283,263 3,210 2,947 0.17 
Magnolia Wash Holdings(5) (7)S +6.50%12.16%7/14/2028699 687 631 0.04 
Magnolia Wash Holdings(5) (7) (13)S +6.50%12.16%7/14/202887 85 72  
Spotless Brands, LLC(5) (7)S +6.50%12.03%7/25/20284,503 4,429 4,463 0.26 
Spotless Brands, LLC(5) (7)S +6.50%12.03%7/25/2028852 838 845 0.05 
Spotless Brands, LLC(5) (7) (13)S +6.50%12.03%7/25/202831 29 30  
Vertex Service Partners, LLC(5) (6) (8)S +5.50%10.90%11/8/20301,774 1,730 1,730 0.10 
Vertex Service Partners, LLC(5) (8) (13)S +5.50%10.90%11/8/2030854 802 802 0.05 
Vertex Service Partners, LLC(5) (8) (13)S +5.50%10.90%11/8/2030 (11)(11) 
81,164 80,159 4.66 
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC(5) (8)S +6.00%11.54%7/6/20286,037 5,943 4,986 0.29 
Abracon Group Holdings, LLC(5) (8) (13)S +6.00%11.54%7/6/2028 (8)(77) 
Abracon Group Holdings, LLC(5) (8)S +6.00%11.54%7/6/2028401 395 331 0.02 
Dwyer Instruments, Inc.(5) (8)S +5.75%11.17%7/21/202710,512 10,342 10,303 0.60 
Dwyer Instruments, Inc.(5) (8) (13)S +5.75%11.17%7/21/20272,023 1,960 1,953 0.11 
Dwyer Instruments, Inc.(5) (8) (13)S +5.75%11.17%7/21/2027 (14)(20) 
Infinite Bidco, LLC(5) (9)S +6.25%11.88%3/2/202812,360 12,043 12,285 0.71 
Magneto Components Buyco, LLC(5) (6) (8)S +6.00%11.36%12/5/203015,302 15,024 15,024 0.87 
Magneto Components Buyco, LLC(5) (8) (13)S +6.00%11.36%12/5/2030 (28)(28) 
Magneto Components Buyco, LLC(5) (8) (13)S +6.00%11.36%12/5/2029 (46)(46) 
45,611 44,711 2.60 
Financial Services
Applitools, Inc.(5) (8) (10)S +
6.25% PIK
11.61%5/25/20293,584 3,541 3,498 0.20 
Applitools, Inc.(5) (8) (10) (13)S +6.25%11.61%5/25/2028 (6)(10) 
Cerity Partners, LLC(5) (8)S +6.75%12.11%7/30/20294,767 4,639 4,767 0.28 
Cerity Partners, LLC(5) (8)S +6.75%12.11%7/30/20296,698 6,528 6,698 0.39 
GC Waves Holdings, Inc.(5) (8)S +6.00%11.46%8/11/20282,302 2,259 2,259 0.13 
GC Waves Holdings, Inc.(5) (8) (13)S +6.00%11.46%8/11/2028628 476 503 0.03 
127


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
GC Waves Holdings, Inc.(5) (8) (13)S +6.00%11.46%8/11/2028 $(6)$(6) %
SitusAMC Holdings Corp.(5) (8)S +5.50%10.95%12/22/20273,337 3,312 3,330 0.19 
Smarsh, Inc.(5) (8)S +5.75%11.10%2/16/20294,286 4,217 4,213 0.24 
Smarsh, Inc.(5) (8) (13)S +5.75%11.10%2/16/2029536 523 518 0.03 
Smarsh, Inc.(5) (8) (13)S +5.75%11.10%2/16/2029 (4)(5) 
Trintech, Inc.(5) (6) (7)S +6.50%11.86%7/25/202934,086 33,440 33,445 1.94 
Trintech, Inc.(5) (7) (13)S +6.50%11.86%7/25/2029837 782 782 0.05 
59,701 59,992 3.49 
Food Products
AMCP Pet Holdings, Inc. (Brightpet)(5) (6) (7)S +
7.00% (incl. 0.75% PIK)
12.50%10/5/202641,763 41,011 40,856 2.37 
AMCP Pet Holdings, Inc. (Brightpet)(5) (7) (13)S +
7.00% (incl. 0.75% PIK)
12.50%10/5/20263,798 3,715 3,671 0.21 
Nellson Nutraceutical, Inc.(5) (6) (7)S +5.75%11.30%12/23/202518,419 18,265 18,329 1.06 
Teasdale Foods, Inc. (Teasdale Latin Foods)(5) (7)S +
7.25% (incl. 1.00% PIK)
12.68%12/18/202510,837 10,742 9,928 0.58 
73,733 72,784 4.23 
Health Care Equipment & Supplies
Performance Health Holdings, Inc.(5) (6) (7)S +5.75%11.32%7/12/20279,398 9,275 9,350 0.54 
PerkinElmer U.S., LLC(5) (6) (7)S +6.75%12.00%3/13/20294,383 4,268 4,373 0.25 
Tidi Legacy Products, Inc.(5) (7)S +5.50%10.86%12/19/20293,470 3,400 3,400 0.20 
Tidi Legacy Products, Inc.(5) (7) (13)S +5.50%10.86%12/19/2029 (9)(9) 
Tidi Legacy Products, Inc.(5) (7) (13)S +5.50%10.86%12/19/2029 (13)(13) 
YI, LLC(5) (6) (7)S +5.75%11.09%12/3/20295,654 5,542 5,542 0.32 
YI, LLC(5) (7) (13)S +5.75%11.09%12/1/2029 (12)(12) 
YI, LLC(5) (7) (13)S +5.75%11.09%12/3/2029 (17)(17) 
22,434 22,614 1.31 
Health Care Providers & Services
Advarra Holdings, Inc.(5) (9)S +5.25%10.61%8/24/2029454 447 447 0.03 
Advarra Holdings, Inc.(5) (9) (13)S +5.25%10.61%8/24/2029  (1) 
DCA Investment Holdings, LLC(5) (6) (8)S +6.50%11.85%4/3/202818,680 18,377 18,247 1.06 
DCA Investment Holdings, LLC(5) (8)S +6.50%11.85%4/3/20283,625 3,564 3,541 0.21 
Gateway US Holdings, Inc.(5) (8) (10)S +6.50%11.85%9/22/2026750 745 750 0.04 
Gateway US Holdings, Inc.(5) (8) (10)S +6.50%11.85%9/22/2026211 210 211 0.01 
Gateway US Holdings, Inc.(5) (8) (10) (13)S +6.50%11.85%9/22/2026    
Heartland Veterinary Partners, LLC(5) (7)S +4.75%10.21%12/10/20261,847 1,835 1,830 0.11 
Heartland Veterinary Partners, LLC(5) (7)S +4.75%10.21%12/10/20264,182 4,158 4,143 0.24 
Heartland Veterinary Partners, LLC(5) (7) (13)S +4.75%10.21%12/10/2026 (2)(3) 
128


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
iCIMS, Inc.(5) (8)S +
7.25% (incl. 3.88% PIK)
12.62%8/18/20287,064 $6,963 $7,064 0.41 %
iCIMS, Inc.(5) (8) (13)S +
7.25% (incl. 3.88% PIK)
12.62%8/18/2028 (1)  
iCIMS, Inc.(5) (8) (13)S +
7.25% (incl. 3.88% PIK)
12.62%8/18/20288 7 8  
Intelerad Medical Systems Incorporated(5) (7) (10)S +6.50%12.03%8/21/2026495 484 466 0.03 
Intelerad Medical Systems Incorporated(5) (7) (10)S +6.50%12.03%8/21/202634 33 32  
mPulse Mobile, Inc.(5) (8)S +6.50%11.83%12/17/202740,740 39,916 39,947 2.32 
mPulse Mobile, Inc.(5) (8)S +6.50%11.98%12/17/20275,417 5,300 5,308 0.31 
mPulse Mobile, Inc.(5) (8) (13)S +6.50%11.83%12/17/2027 (60)(59) 
Pareto Health Intermediate Holdings, Inc.(5)(7)S +6.50%11.97%5/31/20306,745 6,619 6,695 0.39 
Pareto Health Intermediate Holdings, Inc.(5) (7)(13)S +6.50%11.97%5/31/2029 (14)(6) 
PPV Intermediate Holdings, LLC(5) (8)S +5.75%11.14%8/31/20294,357 4,198 4,275 0.25 
PPV Intermediate Holdings, LLC(5) (8) (13)S +5.75%11.14%8/31/2029 (71)(124)(0.01)
Promptcare Infusion Buyer, Inc.(5) (7)S +6.00%11.46%9/1/20278,981 8,860 8,865 0.52 
Promptcare Infusion Buyer, Inc.(5) (7)S +6.00%11.46%9/1/20271,399 1,385 1,381 0.08 
Stepping Stones Healthcare Services, LLC(5) (8)S +5.75%11.20%1/2/20294,288 4,237 4,227 0.25 
Stepping Stones Healthcare Services, LLC(5) (8) (13)S +5.75%11.20%1/2/2029965 952 947 0.06 
Stepping Stones Healthcare Services, LLC(5) (8) (13)S +5.75%11.20%12/30/2026 (6)(9) 
Suveto(5) (8)S +4.25%9.71%9/9/202711,837 11,753 11,597 0.67 
Suveto(5) (8) (13)S +4.25%9.71%9/9/2027366 352 340 0.02 
Tivity Health, Inc.(5) (8)S +6.00%11.35%6/28/20293,674 3,627 3,668 0.21 
Vardiman Black Holdings, LLC(5) (9) (11)S +
9.00% (incl. 2.00% PIK)
14.40%3/18/20273,386 3,360 2,815 0.16 
Vardiman Black Holdings, LLC(5) (9) (11)S +
9.00% (incl. 2.00% PIK)
14.40%3/18/20274,020 3,988 3,342 0.19 
Vermont Aus Pty Ltd(5) (8) (10)S +5.50%11.00%3/23/20288,351 8,190 8,194 0.48 
139,406 138,138 8.03 
Health Care Technology
Hyland Software, Inc.(5) (6) (8)S +6.00%11.36%9/19/203039,656 39,077 39,212 2.28 
Hyland Software, Inc.(5) (8) (13)S +6.00%11.36%9/19/2029 (27)(21) 
Lightspeed Buyer, Inc.(5) (6) (7)S +5.25%10.71%2/3/202612,540 12,381 12,429 0.72 
Lightspeed Buyer, Inc.(5) (7)S +5.25%10.71%2/3/20269,911 9,774 9,823 0.57 
61,205 61,443 3.57 
Industrial Conglomerates
Excelitas Technologies Corp.(5) (8)S +5.75%11.23%8/13/20291,455 1,431 1,442 0.08 
Excelitas Technologies Corp.(5) (8)E +5.75%9.74%8/13/2029239 244 262 0.02 
129


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
Excelitas Technologies Corp.(5) (8) (13)S +5.75%11.23%8/13/2029126 $124 $125 0.01 %
Excelitas Technologies Corp.(5) (8) (13)S +5.75%11.23%8/14/202880 78 79  
Raptor Merger Sub Debt, LLC(5) (6) (8)S +6.75%12.10%4/1/202932,233 31,399 32,201 1.87 
Raptor Merger Sub Debt, LLC(5) (8) (13)S +6.75%12.10%4/1/2028488 431 486 0.03 
33,707 34,595 2.01 
Insurance Services
Amerilife Holdings, LLC(5) (8)S +5.75%11.15%8/31/20292,024 1,989 1,997 0.12 
Amerilife Holdings, LLC(5) (8) (13)S +5.75%11.15%8/31/2029722 708 710 0.04 
Amerilife Holdings, LLC(5) (8) (13)S +5.75%11.15%8/31/2028 (7)(6) 
Foundation Risk Partners Corp.(5) (8)S +6.00%11.45%10/29/202842,533 42,053 42,533 2.47 
Foundation Risk Partners Corp.(5) (8)S +6.00%11.45%10/29/20289,251 9,146 9,251 0.54 
Foundation Risk Partners Corp.(5) (8) (13)S +6.00%11.45%10/29/2027 (44)  
Galway Borrower, LLC(5) (8)S +5.25%10.71%9/29/202833,377 32,879 32,430 1.88 
Galway Borrower, LLC(5) (8) (13)S +5.25%10.71%9/29/2028 (15)(18) 
Galway Borrower, LLC(5) (8) (13)S +5.25%10.71%9/30/2027 (26)(59) 
Higginbotham Insurance Agency, Inc.(5) (6) (7)S +5.50%10.96%11/24/202818,295 18,118 18,290 1.06 
Higginbotham Insurance Agency, Inc.(5) (7) (13)S +5.50%10.96%11/24/20282,494 2,464 2,493 0.14 
High Street Buyer, Inc.(5) (6) (8)S +5.75%11.25%4/14/20289,890 9,756 9,890 0.57 
High Street Buyer, Inc.(5) (6) (8)S +5.75%11.25%4/14/202839,719 39,156 39,719 2.31 
High Street Buyer, Inc.(5) (8) (13)S +5.75%11.25%4/16/2027 (23)  
Long Term Care Group, Inc.(5) (8)S +
7.00% (incl. 6.00% PIK)
12.66%9/8/20275,115 5,043 4,235 0.25 
Inszone Mid, LLC(5) (7)S +5.75%11.11%11/12/20294,460 4,372 4,372 0.25 
Inszone Mid, LLC(5) (7) (13)S +5.75%11.11%11/12/2029533 463 464 0.03 
Inszone Mid, LLC(5) (7) (13)S +5.75%11.11%11/12/2029 (16)(16) 
Integrity Marketing Acquisition, LLC(5) (6) (8)S +6.00%11.39%8/27/2026392 385 384 0.02 
Integrity Marketing Acquisition, LLC(5) (6) (8)S +6.00%11.54%8/27/202685,345 84,685 83,705 4.86 
Integrity Marketing Acquisition, LLC(5) (8) (13)S +6.00%11.39%8/27/2026 (2)(1) 
Keystone Agency Investors(5) (7)S +5.50%11.00%5/3/20273,480 3,442 3,429 0.20 
Keystone Agency Investors(5) (7)S +5.50%11.00%5/3/20274,007 3,964 3,948 0.23 
Majesco(5) (6) (7)S +7.25%12.60%9/21/202723,182 22,792 22,920 1.33 
Majesco(5) (7) (13)S +7.25%12.60%9/21/2026 (21)(18) 
Patriot Growth Insurance Services, LLC(5) (6) (8)S +5.50%11.00%10/16/202862,358 61,419 61,747 3.59 
Patriot Growth Insurance Services, LLC(5) (8) (13)S +5.50%11.00%10/16/2028 (61)(44) 
Peter C. Foy & Associates Insurance Services, LLC(5) (6) (8)S +6.00%11.47%11/1/202820,205 20,029 19,938 1.16 
Peter C. Foy & Associates Insurance Services, LLC(5) (8) (13)S +6.00%11.47%11/1/20287,140 7,060 7,033 0.41 
Peter C. Foy & Associates Insurance Services, LLC(5) (8) (13)S +6.00%11.47%11/1/2027 (5)(12) 
130


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
RSC Acquisition, Inc.(5) (6) (8)S +5.50%11.02%11/1/202932,400 $31,989 $32,125 1.87 %
RSC Acquisition, Inc.(5) (8) (13)S +6.00%11.39%11/1/2029135 124 128 0.01 
Summit Acquisition, Inc.(5) (6) (8)S +6.75%12.10%5/1/20307,353 7,146 7,242 0.42 
Summit Acquisition, Inc.(5) (8) (13)S +6.75%12.10%5/1/2030 (22)(25) 
Summit Acquisition, Inc.(5) (8) (13)S +6.75%12.10%5/1/2029 (22)(12) 
World Insurance Associates, LLC(5) (6) (7)S +6.00%11.36%4/3/202864,847 63,382 62,776 3.65 
World Insurance Associates, LLC(5) (7) (13)S +6.00%11.36%4/3/2028 (11)(41) 
472,289 471,507 27.39 
Interactive Media & Services
FMG Suite Holdings, LLC(5) (7)S +5.50%10.78%10/30/202623,574 23,267 23,392 1.36 
FMG Suite Holdings, LLC(5) (7)S +5.50%10.78%10/30/20264,568 4,521 4,538 0.26 
FMG Suite Holdings, LLC(5) (13)P +4.25%12.75%10/30/2026777 753 762 0.04 
Spectrio, LLC(5) (6) (7)S +
6.00% (incl. 5.00% PIK)
11.38%12/9/202631,645 31,343 30,028 1.74 
Spectrio, LLC(5) (7)S +
6.00% (incl. 5.00% PIK)
11.38%12/9/202612,765 12,725 12,113 0.70 
Spectrio, LLC(5) (7) (13)S +
6.00% (incl. 5.00% PIK)
11.38%12/9/20263,498 3,460 3,294 0.19 
Triple Lift, Inc.(5) (6) (8)S +5.75%11.17%5/5/202827,300 26,926 25,400 1.48 
Triple Lift, Inc.(5) (8) (13)S +5.75%11.17%5/5/20281,533 1,484 1,255 0.07 
104,479 100,782 5.86 
IT Services
Atlas Purchaser, Inc.(6) (8)S +5.25%10.88%5/8/20288,831 8,710 5,210 0.30 
Catalis Intermediate, Inc.(5) (6) (8)S +5.50%11.00%8/4/202739,357 38,709 37,192 2.16 
Catalis Intermediate, Inc.(5) (8)S +5.50%11.00%8/4/20278,855 8,723 8,368 0.49 
Catalis Intermediate, Inc.(5) (8) (13)S +5.50%11.00%8/4/20271,460 1,396 1,227 0.07 
Donuts, Inc.(5) (6) (7)S +6.00%11.59%12/29/202724,855 24,618 24,838 1.44 
Recovery Point Systems, Inc.(5) (6) (7)S +6.50%11.07%8/12/202640,635 40,229 40,635 2.36 
Recovery Point Systems, Inc.(5) (7) (13)S +6.50%11.07%8/12/2026 (35)  
Redwood Services Group, LLC(5) (8)S +6.25%11.70%6/15/202910,829 10,648 10,563 0.61 
Redwood Services Group, LLC(5) (8) (13)S +6.25%11.70%6/15/20295,706 5,645 5,553 0.32 
Syntax Systems Ltd(5) (8) (10)S +5.50%10.96%10/29/202835,093 34,830 34,469 2.00 
Syntax Systems Ltd(5) (8) (10) (13)S +5.50%10.96%10/29/20262,295 2,274 2,229 0.13 
Thrive Buyer, Inc. (Thrive Networks)(5) (6) (7)S +6.00%11.55%1/22/202722,937 22,634 22,516 1.31 
Thrive Buyer, Inc. (Thrive Networks)(5) (7)S +6.00%11.50%1/22/202716,912 16,705 16,577 0.96 
Thrive Buyer, Inc. (Thrive Networks)(5) (13)P +5.00%13.50%1/22/2027661 639 621 0.04 
UpStack, Inc.(5) (7)S +5.75%11.60%8/20/20278,250 8,115 8,044 0.47 
UpStack, Inc.(5) (7) (13)S +6.25%11.60%8/20/20276,767 6,548 6,442 0.37 
131


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
UpStack, Inc.(5) (7) (13)S +6.25%11.60%8/20/2027263 $248 $241 0.01 %
230,636 224,725 13.06 
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)(5) (6) (7)S +5.00%10.47%11/16/202617,269 17,170 17,096 0.99 
GSM Acquisition Corp. (GSM Outdoors)(5) (7)S +5.00%10.47%11/16/20264,445 4,411 4,400 0.26 
GSM Acquisition Corp. (GSM Outdoors)(5) (7) (13)S +5.00%10.47%11/16/2026 (29)(43) 
21,552 21,453 1.25 
Machinery
Answer Acquisition, LLC(5) (7)S +5.75%11.25%12/30/202610,611 10,472 10,454 0.61 
Answer Acquisition, LLC(5) (7) (13)S +5.75%11.25%12/30/2026641 631 629 0.04 
Chase Intermediate, LLC(5) (13)S +5.25%11.00%10/30/2028 (99)(196)(0.01)
Chase Intermediate, LLC(5) (13)S +5.25%11.00%10/30/2028 (10)(10) 
Komline Sanderson Engineering Corp.(5) (6) (9)S +6.00%11.78%3/17/202617,218 17,124 16,681 0.97 
Komline Sanderson Engineering Corp.(5) (9) (13)S +6.00%11.78%3/17/202617,776 17,634 16,955 0.99 
Komline Sanderson Engineering Corp.(5) (13)P +5.00%13.50%3/17/2026 (21)(148)(0.01)
MHE Intermediate Holdings, LLC(5) (6) (7)S +6.00%11.60%7/21/202719,165 18,905 18,990 1.10 
MHE Intermediate Holdings, LLC(5) (7)S +6.00%11.60%7/21/20273,674 3,624 3,636 0.21 
MHE Intermediate Holdings, LLC(5) (7) (13)S +6.00%11.60%7/21/2027 (30)(25) 
68,230 66,966 3.89 
Multi-Utilities
AWP Group Holdings, Inc.(5) (6) (7)S +5.50%10.95%12/24/20296,152 5,917 6,058 0.35 
AWP Group Holdings, Inc.(5) (7) (13)S +5.50%10.95%12/24/202979 63 54  
AWP Group Holdings, Inc.(5) (7) (13)S +5.50%10.95%12/24/2029170 154 158 0.01 
Ground Penetrating Radar Systems, LLC(5) (6) (7)S +4.50%10.03%6/26/202610,202 10,098 10,114 0.59 
Ground Penetrating Radar Systems, LLC(5) (7) (13)S +4.50%10.03%6/26/2025 (11)(14) 
Vessco Midco Holdings, LLC(5) (6) (7)S +4.50%9.97%11/2/20262,687 2,673 2,687 0.16 
Vessco Midco Holdings, LLC(5) (7)S +4.50%9.97%11/2/20261,751 1,742 1,751 0.10 
Vessco Midco Holdings, LLC(5) (13)P +3.50%12.00%10/18/202620 18 20  
20,654 20,828 1.21 
Pharmaceuticals
Caerus US 1, Inc.(5) (8) (10)S +5.75%11.11%5/25/202911,038 10,846 11,038 0.64 
Caerus US 1, Inc.(5) (8) (10) (13)S +5.75%11.11%5/25/2029713 693 713 0.04 
Caerus US 1, Inc.(5) (8) (10) (13)S +5.75%11.11%5/25/2029878 859 878 0.05 
12,398 12,629 0.73 
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)(5) (6) (7)S +6.25%11.71%3/10/202718,427 18,180 18,427 1.07 
Abacus Data Holdings, Inc. (AbacusNext)(5) (7)S +6.25%11.71%3/10/20271,931 1,919 1,931 0.11 
132


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
Abacus Data Holdings, Inc. (AbacusNext)(5) (7) (13)S +6.25%11.71%3/10/20271,050 $1,032 $1,050 0.06 %
Bridgepointe Technologies, LLC(5) (7)S +6.50%12.00%12/31/202717,230 16,726 16,944 0.98 
Bridgepointe Technologies, LLC(5) (7) (13)S +6.50%12.00%12/31/202710,091 9,582 9,850 0.57 
Bullhorn, Inc.(5) (6) (7)S +5.50%10.96%9/30/202615,447 15,364 15,399 0.89 
Bullhorn, Inc.(5) (7)S +5.50%10.96%9/30/202663 61 62  
Bullhorn, Inc.(5) (7) (13)S +5.50%10.96%9/30/2026 (4)(2) 
Citrin Cooperman Advisors, LLC(5) (8)S +5.75%11.37%10/1/202724,505 24,123 24,486 1.42 
Citrin Cooperman Advisors, LLC(5) (8) (13)S +5.75%11.37%10/1/20279,330 9,115 9,260 0.54 
GPS Merger Sub, LLC(5) (6) (7)S +6.00%11.38%10/2/20294,927 4,831 4,831 0.28 
GPS Merger Sub, LLC(5) (7) (13)S +6.00%11.38%10/2/2029 (12)(12) 
GPS Merger Sub, LLC(5) (7) (13)S +6.00%11.38%10/2/2029 (20)(20) 
KENG Acquisition, Inc.(5) (7)S +6.25%11.60%8/1/20293,221 3,144 3,180 0.18 
KENG Acquisition, Inc.(5) (7) (13)S +6.25%11.60%8/1/2029400 367 369 0.02 
KENG Acquisition, Inc.(5) (7) (13)S +6.25%11.60%8/1/202998 77 86  
KWOR Acquisition, Inc.(5) (7)S +5.25%10.71%12/22/20285,333 5,250 5,257 0.31 
KWOR Acquisition, Inc.(5) (7) (13)S +5.25%10.71%12/22/20281,301 1,253 1,233 0.07 
KWOR Acquisition, Inc.(5) (13)P +4.25%12.75%12/22/202752 51 51  
Project Boost Purchaser, LLC(5) (8)S +5.25%10.64%5/2/20295,668 5,623 5,662 0.33 
Project Boost Purchaser, LLC(5) (8) (13)S +5.25%10.64%5/2/2029 (4)(1) 
Project Boost Purchaser, LLC(5) (8) (13)S +5.25%10.64%5/2/2028 (3)  
116,655 118,043 6.86 
Real Estate Management & Development
Associations, Inc.(5) (6) (7)S +
6.50% (incl. 2.50% PIK)
12.17%7/2/202717,780 17,669 17,610 1.02 
Associations, Inc.(5) (7) (13)S +
6.50% (incl. 2.50% PIK)
12.17%7/2/202721,896 21,757 21,687 1.26 
Associations, Inc.(5) (7) (13)S +
6.50% (incl. 2.50% PIK)
12.17%7/2/2027657 646 640 0.04 
MRI Software, LLC(5) (6) (7)S +5.50%10.90%2/10/202759,262 58,975 58,936 3.42 
MRI Software, LLC(5) (7) (13)S +5.50%10.90%2/10/2027    
MRI Software, LLC(5) (7) (13)S +5.50%10.90%2/10/2027 (8)(12) 
Pritchard Industries, LLC(5) (8)S +5.50%10.94%10/13/202725,274 24,925 24,771 1.44 
Pritchard Industries, LLC(5) (8)S +5.50%10.94%10/13/20276,043 5,956 5,922 0.34 
Zarya Intermediate, LLC(5) (7) (10)S +6.50%11.89%7/1/202735,408 35,408 35,408 2.06 
Zarya Intermediate, LLC(5) (7) (10) (13)S +6.50%11.89%7/1/20273,128 3,128 3,128 0.18 
168,456 168,090 9.77 
133


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
Software
Alert Media, Inc.(5) (6) (7)S +6.25%13.08%4/12/202719,283 $19,048 $18,983 1.10 %
Alert Media, Inc.(5) (7) (13)S +6.25%13.08%4/12/2027 (37)(53) 
Anaplan, Inc.(5) (8)S +6.50%11.85%6/21/202924,000 23,597 24,000 1.39 
Appfire Technologies, LLC(5) (7)S +5.65%11.03%3/9/202718,667 18,576 18,426 1.07 
Appfire Technologies, LLC(5) (7) (13)S +5.65%11.03%3/9/2027 (9)(14) 
Appfire Technologies, LLC(5) (13)P +4.50%13.00%3/9/202738 36 36  
Bottomline Technologies, Inc.(5) (8)S +5.25%10.68%5/14/20293,692 3,630 3,682 0.21 
Bottomline Technologies, Inc.(5) (8) (13)S +5.25%10.68%5/15/2028 (4)  
CLEO Communications Holding, LLC(5) (6) (7)S +6.50%11.96%6/9/202739,998 39,743 39,370 2.29 
CLEO Communications Holding, LLC(5) (7) (13)S +6.50%11.96%6/9/2027 (72)(196)(0.01)
Coupa Holdings, LLC(5) (8)S +7.50%12.86%2/27/20302,264 2,212 2,239 0.13 
Coupa Holdings, LLC(5) (8) (13)S +7.50%12.86%2/27/2030 (12)(12) 
Coupa Holdings, LLC(5) (8) (13)S +7.50%12.86%2/27/2029 (18)(9) 
Cyara AcquisitionCo, LLC(5) (7)S +
6.75% (incl. 2.75% PIK)
12.08%6/28/20294,664 4,545 4,580 0.27 
Cyara AcquisitionCo, LLC(5) (7) (13)S +
6.75% (incl. 2.75% PIK)
12.08%6/28/2029 (8)(6) 
Diligent Corporation(5) (6) (7)S +5.75%11.28%8/4/202529,740 29,629 29,678 1.72 
Diligent Corporation(5) (6) (7)S +5.75%11.23%8/4/20252,179 2,170 2,174 0.13 
Diligent Corporation(5) (7) (13)S +5.75%11.23%8/4/20252,430 2,413 2,421 0.14 
E-Discovery AcquireCo, LLC(5) (7)S +6.50%11.89%8/29/202917,795 17,368 17,482 1.02 
E-Discovery AcquireCo, LLC(5) (7) (13)S +6.50%11.89%8/29/2029 (38)(29) 
Fullsteam Operations, LLC(5) (7)S +8.25%13.78%11/27/202910,860 10,538 10,538 0.61 
Fullsteam Operations, LLC(5) (7) (13)S +8.25%13.78%11/27/20291,034 947 946 0.05 
Fullsteam Operations, LLC(5) (7) (13)S +8.25%13.78%11/27/2029 (18)(18) 
GS AcquisitionCo, Inc.(5) (6) (7)S +5.50%11.00%5/22/202675,145 74,784 75,145 4.37 
GS AcquisitionCo, Inc.(5) (7) (13)S +5.50%11.00%5/22/2026 (13)  
Kaseya, Inc.(5) (8)S +
6.00% (incl. 2.50% PIK)
11.38%6/25/202914,219 14,043 14,155 0.82 
Kaseya, Inc.(5) (8) (13)S +
6.00% (incl. 2.50% PIK)
11.38%6/25/202953 47 49  
Kaseya, Inc.(5) (8) (13)S +
6.00% (incl. 2.50% PIK)
11.38%6/25/2029216 206 212 0.01 
LegitScript, LLC(5) (8)S +5.75%11.11%6/24/202926,569 26,128 26,332 1.53 
LegitScript, LLC(5) (8) (13)S +5.75%11.11%6/24/2029702 641 637 0.04 
LegitScript, LLC(5) (8) (13)S +5.75%11.11%6/24/20281,000 938 963 0.06 
134


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
Matrix Parent, Inc.(8)S +5.00%10.35%3/1/2029499 $370 $339 0.02 %
Montana Buyer, Inc.(5) (8)S +5.75%11.11%7/22/20294,089 4,020 4,056 0.24 
Montana Buyer, Inc.(5) (13)P +4.75%13.25%7/22/202867 60 63  
Netwrix Corporation And Concept Searching, Inc.(5) (8)S +5.00%10.39%6/11/20295,489 5,446 5,407 0.31 
Netwrix Corporation And Concept Searching, Inc.(5) (8) (13)S +5.00%10.39%6/11/2029 (7)(23) 
Netwrix Corporation And Concept Searching, Inc.(5) (8) (13)S +5.00%10.39%6/11/2029 (3)(6) 
Oak Purchaser, Inc.(5) (8)S +5.50%10.85%4/28/20282,792 2,770 2,732 0.16 
Oak Purchaser, Inc.(5) (8) (13)S +5.50%10.85%4/28/20281,735 1,721 1,694 0.10 
Oak Purchaser, Inc.(5) (8) (13)S +5.50%10.85%4/28/2028 (3)(8) 
Pound Bidco, Inc.(5) (6) (7) (10)S +6.50%11.96%1/30/202610,832 10,707 10,796 0.63 
Pound Bidco, Inc.(5) (7) (10) (13)S +6.50%11.96%1/30/2026    
Pound Bidco, Inc.(5) (6) (7) (10) (13)S +6.50%11.96%1/30/2026 (10)  
Project Leopard Holdings, Inc.(9) (10)S +5.25%10.73%7/20/20296,217 5,849 5,590 0.32 
Revalize, Inc.(5) (7)S +5.75%11.21%4/15/202719,455 19,376 19,053 1.11 
Revalize, Inc.(5) (7) (13)S +5.75%11.21%4/15/202718 17 16  
Riskonnect Parent, LLC(5) (8)S +5.50%11.00%12/7/2028519 511 518 0.03 
Riskonnect Parent, LLC(5) (8) (13)S +5.50%11.00%12/7/2028 (5)(1) 
Securonix, Inc.(5) (8)S +6.00%11.41%4/5/202821,010 20,727 19,846 1.15 
Securonix, Inc.(5) (8) (13)S +6.00%11.41%4/5/2028 (47)(210)(0.01)
Skykick, Inc.(5) (7)S +
10.25% (incl. 7.00% PIK)
15.91%9/1/20277,754 7,647 7,181 0.42 
Skykick, Inc.(5) (7)S +
10.25% (incl. 7.00% PIK)
15.91%9/1/20272,470 2,426 2,250 0.13 
Trunk Acquisition, Inc.(5) (7)S +5.75%11.25%2/19/20278,960 8,901 8,797 0.51 
Trunk Acquisition, Inc.(5) (7) (13)S +5.75%11.25%2/19/2026 (4)(16) 
User Zoom Technologies, Inc.(5) (8)S +7.00%12.49%4/5/202938,689 38,050 38,070 2.21 
419,529 417,855 24.28 
Wireless Telecommunication Services
Mobile Communications America, Inc.(5) (6) (7)S +6.00%11.35%10/16/20295,955 5,868 5,868 0.34 
Mobile Communications America, Inc.(5) (7) (13)S +6.00%11.35%10/16/2029 (14)(14) 
Mobile Communications America, Inc.(5) (7) (13)S +6.00%11.35%10/16/2029 (14)(14) 
5,840 5,840 0.34 
Total First Lien Debt$3,027,413 $3,004,544 174.57 %
Second Lien Debt
Air Freight & Logistics
Omni Intermediate Holdings, LLC(5) (7)S +9.15%14.53%12/30/20274,500 $4,393 $4,223 0.25 %
Automobile Components
135


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and Spread
Interest Rate(3)
Maturity DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
PAI Holdco, Inc.(5) (7)S +
7.50% (incl. 2.00% PIK)
13.03%10/28/202826,565 $26,053 $24,823 1.44 %
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC(9)S +7.00%12.65%3/2/202925,500 25,446 21,420 1.24 
Energy Equipment & Services
QBS Parent, Inc.(5)S +8.50%14.04%9/21/202615,000 14,853 14,400 0.84 
Health Care Providers & Services
Heartland Veterinary Partners, LLC(5) (7)S +8.00%13.46%12/10/20273,960 3,903 3,879 0.23 
Heartland Veterinary Partners, LLC(5) (7)S +8.00%13.46%12/10/20271,540 1,516 1,508 0.09 
5,419 5,387 0.31 
Industrial Conglomerates
Aptean, Inc.(5)(8)S +7.00%12.46%4/23/20275,950 5,950 5,950 0.35 
IT Services
Help/Systems Holdings, Inc.(8)S +6.75%12.35%11/19/202717,500 17,500 14,147 0.82 
Idera, Inc.(5) (8)S +6.75%12.28%3/2/20293,887 3,865 3,887 0.23 
Red Dawn SEI Buyer, Inc.(5) (7)S +8.50%13.86%11/20/202619,000 18,727 18,945 1.10 
40,092 36,979 2.15 
Software
Flexera Software, LLC(5) (7)S +7.00%12.47%3/3/202913,500 13,303 13,500 0.78 
Matrix Parent, Inc.(5) (9) (11)S +8.00%13.53%3/1/203010,667 10,505 5,733 0.33 
23,808 19,233 1.12 
Total Second Lien Debt$146,014 $132,415 7.69 %
Other Investments
Unsecured Debt
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)(5) (11)
16.25% PIK
6/18/20261,500 1,500 170 0.01 
Fetch Insurance Services, LLC(5)
12.75% (incl. 3.75% PIK)
10/31/20271,953 1,910 1,894 0.11 
Total Unsecured Debt$3,410 $2,064 0.12 %
136


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments-non-controlled/non-affiliated(1)(2)
FootnotesReference Rate and SpreadAcquisition DatePar Amount/ Shares
Cost(4)
Fair ValuePercentage of Net Assets
Preferred Equity
Diligent Corporation(5) (12)10.50%4/5/20215,000 $6,329 $6,513 0.38 %
FORTIS Solutions Group, LLC(5) (12)12.25%6/24/20221,000,000 1,179 970 0.06 
Integrity Marketing Acquisition, LLC(5) (12)10.50%12/21/20213,250,000 3,956 3,900 0.23 
Knockout Intermediate Holdings I, Inc.(5) (12)11.75%6/25/20222,790 3,265 3,267 0.19 
Revalize, Inc.(5) (7) (12)S +10.00%12/14/20212,255 2,776 2,833 0.16 
RSK Holdings, Inc. (Riskonnect)(5) (8) (12)S +10.50%7/7/20221,012,200 1,137 1,275 0.07 
Skykick, Inc.(5) (12)8/31/2021134,101 1,275 1,275 0.07 
Total Preferred Equity$19,917 $20,033 1.16 %
Common Equity
Abacus Data Holdings, Inc. (AbacusNext)(5) (12)3/9/202129,441 $2,944 $2,586 0.15 %
Amerilife Holdings, LLC(5) (12)9/1/2022908 25 33 0.00 
BP Purchaser, LLC(5) (12)12/10/20211,383,156 1,378 1,297 0.08 
CSC Thrive Holdings, LP (Thrive Networks)(5) (12)3/1/2021162,309 421 855 0.05 
Encore Holdings, LLC(5) (12)11/23/20212,796 348 696 0.04 
Frisbee Holdings, LP (Fetch)(5) (12)10/31/202221,744 277 277 0.02 
Fullsteam Operations, LLC(5) (12)11/27/20233,043 100 100 0.01 
GSM Equity Investors, LP (GSM Outdoors)(5) (12)11/16/20204,500 450 884 0.05 
Help HP SCF Investor, LP (Help/Systems)(10) (12)5/12/20219,619,564 12,460 15,966 0.93 
LUV Car Wash(5) (12)4/6/2022123 123 68 0.00 
mPulse Mobile, Inc.(5) (12)12/17/2021165,761 1,220 1,218 0.07 
PCX Holding Corp.(5) (12)4/22/20216,538 654 675 0.04 
Pet Holdings, Inc. (Brightpet)(5) (12)10/6/202017,543 2,013 1,762 0.10 
Pritchard Industries, Inc.(5) (12)10/13/20211,700,000 1,700 1,785 0.10 
Procure Acquiom Financial, LLC (Procure Analytics)(5) (12)12/20/20211,000,000 1,000 1,290 0.07 
Recovery Point Systems, Inc.(5) (12)3/5/20211,000,000 1,000 810 0.05 
Reveal Data Solutions(5) (12)8/29/2023477,846 621 621 0.04 
Shelby Co-invest, LP. (Spectrum Automotive)(5) (12)6/29/20218,500 850 1,316 0.08 
Surewerx Topco, LP(5) (10) (12)12/28/2022512 512 565 0.03 
Suveto Buyer, LLC(5) (10) (12)11/19/202119,257 1,926 1,701 0.10 
Total Common Equity30,022 34,505 2.00 
Total Other Investments$53,349 $56,602 3.29 %
Total Portfolio Investments$3,226,776 $3,193,561 185.55 %

137


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
(1)
Unless otherwise indicated, issuers of debt and equity investments held by the Company (where such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2023, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2023, the Company is not an “affiliated person” of any of its portfolio companies.
(2)
Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.
(3)
Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR (“E”) or SOFR (“S”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2023. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2023. As of December 31, 2023, the reference rates for our variable rate loans were the 3-month E at 3.91%, 1-month S at 5.35%, the 3-month S at 5.33%; the 6-month S at 5.16% and the P at 8.50% .
(4)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee, under the supervision of the Board of Directors (the “Board of Directors” or the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(6)Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). See Note 6 “Debt”.
(7)
Loan includes interest rate floor of 1.00% .
(8)
Loan includes interest rate floor of 0.75%.
(9)
Loan includes interest rate floor of 0.50%.
(10)
The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, non-qualifying assets represented 6.55% of total assets as calculated in accordance with regulatory requirements.
(11)
Investment was on non-accrual status as of December 31, 2023.
(12)
Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of December 31, 2023, the aggregate fair value of these securities is $54,538 or 3.17% of the Company’s net assets. The initial acquisition dates have been included for such securities.
(13) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2023:

Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
First Lien Debt
365 Retail Markets, LLCRevolver12/23/2026$2,800 $ 
48Forty Solutions, LLCRevolver11/30/20261,086 (68)
AMCP Pet Holdings, Inc. (Brightpet)Revolver10/5/20262,042 (44)
ARI Network Services, Inc.Revolver2/28/20253,030 (29)
AWP Group Holdings, Inc.Delayed Draw Term Loan8/1/20251,579 (24)
AWP Group Holdings, Inc.Revolver12/24/2029620 (9)
Abacus Data Holdings, Inc. (AbacusNext)Revolver3/10/2027350  
Abracon Group Holdings, LLCDelayed Draw Term Loan7/6/2024441 (77)
Advarra Holdings, Inc.Delayed Draw Term Loan8/26/202441 (1)
Alert Media, Inc.Revolver4/10/20263,043 (53)
Amerilife Holdings, LLCDelayed Draw Term Loan10/7/2025147 (2)
Amerilife Holdings, LLCRevolver8/31/2028437 (6)
138


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Answer Acquisition, LLCRevolver12/30/2026$192 $(3)
Apex Service Partners, LLCDelayed Draw Term Loan10/24/20255,922 (73)
Apex Service Partners, LLCRevolver10/24/20292,335 (43)
Appfire Technologies, LLCDelayed Draw Term Loan6/13/20241,083 (14)
Appfire Technologies, LLCRevolver3/9/2027129 (2)
Applitools, Inc.Revolver5/25/2028433 (10)
Assembly Intermediate, LLCDelayed Draw Term Loan1/1/20241,556 (58)
Assembly Intermediate, LLCRevolver10/19/20272,074 (78)
Associations, Inc.Delayed Draw Term Loan6/10/202460 (1)
Associations, Inc.Revolver7/2/20271,203 (11)
Atlas Us Finco, Inc.Revolver12/9/2028186  
Avalara, Inc.Revolver10/19/20281,130  
Bottomline Technologies, Inc.Revolver5/15/2028267  
Bradyifs Holdings, LLCDelayed Draw Term Loan10/31/2025619 (8)
Bradyifs Holdings, LLCRevolver10/31/2029631 (12)
Bridgepointe Technologies, LLCDelayed Draw Term Loan4/1/20254,426 (73)
Bullhorn, Inc.Revolver9/30/2026593 (2)
CLEO Communications Holding, LLCRevolver6/9/202712,502 (196)
Caerus US 1, Inc.Delayed Draw Term Loan10/28/2024893  
Caerus US 1, Inc.Revolver5/25/2029293  
Catalis Intermediate, Inc.Revolver8/4/20272,778 (153)
Chase Intermediate, LLCDelayed Draw Term Loan8/31/202510,601 (196)
Chase Intermediate, LLCRevolver10/30/2028530 (10)
Citrin Cooperman Advisors, LLCDelayed Draw Term Loan12/13/20257,275 (70)
Coupa Holdings, LLCDelayed Draw Term Loan8/27/20241,085 (12)
Coupa Holdings, LLCRevolver2/27/2029831 (9)
Cyara AcquisitionCo, LLCRevolver6/28/2029313 (6)
Diligent CorporationRevolver8/24/20252,070 (4)
Dwyer Instruments, Inc.Delayed Draw Term Loan12/22/20252,954 (29)
Dwyer Instruments, Inc.Revolver7/21/20271,014 (20)
E-Discovery AcquireCo, LLCRevolver8/29/20291,618 (28)
Encore Holdings, LLCRevolver11/23/2027539  
Energy Labs Holdings Corp.Revolver4/7/202839  
Excelitas Technologies Corp.Delayed Draw Term Loan8/12/202444  
Excelitas Technologies Corp.Revolver8/14/202851  
FLS Holding, Inc.Revolver12/17/20271,802 (11)
FMG Suite Holdings, LLCRevolver10/30/20261,542 (10)
FORTIS Solutions Group, LLCDelayed Draw Term Loan6/24/2024908  
139


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
FORTIS Solutions Group, LLCRevolver10/15/2027$2,564 $ 
Foundation Risk Partners Corp.Revolver10/29/20274,571  
Fullsteam Operations, LLCDelayed Draw Term Loan5/27/20253,902 (68)
Fullsteam Operations, LLCRevolver11/27/2029608 (18)
GC Waves Holdings, Inc.Delayed Draw Term Loan12/31/20246,095 (113)
GC Waves Holdings, Inc.Revolver8/11/2028331 (6)
GPS Merger Sub, LLCDelayed Draw Term Loan10/2/20251,274 (12)
GPS Merger Sub, LLCRevolver10/2/20291,019 (20)
GS AcquisitionCo, Inc.Revolver5/22/20262,420  
GSM Acquisition Corp. (GSM Outdoors)Revolver11/16/20264,280 (43)
Galway Borrower, LLCDelayed Draw Term Loan4/28/20241,712 (18)
Galway Borrower, LLCRevolver9/30/20272,053 (60)
Gateway US Holdings, Inc.Revolver9/22/202630  
GraphPad Software, LLCRevolver4/27/2027875 (3)
Ground Penetrating Radar Systems, LLCRevolver6/26/20251,641 (14)
Groundworks, LLCDelayed Draw Term Loan9/14/202454  
Groundworks, LLCRevolver3/14/202962  
Heartland Veterinary Partners, LLCRevolver12/10/2026375 (3)
Helios Service Partners, LLCDelayed Draw Term Loan2/7/20255,933 (59)
Helios Service Partners, LLCRevolver3/19/2027542 (5)
Higginbotham Insurance Agency, Inc.Delayed Draw Term Loan8/23/20251,254  
High Street Buyer, Inc.Revolver4/16/20272,136  
Hyland Software, Inc.Revolver9/19/20291,879 (21)
Inszone Mid, LLCDelayed Draw Term Loan11/10/20256,000 (64)
Inszone Mid, LLCRevolver11/12/2029817 (16)
Integrity Marketing Acquisition, LLCRevolver8/27/202652 (1)
Iris Buyer, LLCDelayed Draw Term Loan10/2/2030856 (13)
Iris Buyer, LLCRevolver10/2/20291,001 (26)
KENG Acquisition, Inc.Delayed Draw Term Loan8/1/20252,040 (26)
KENG Acquisition, Inc.Revolver8/1/2029781 (10)
KWOR Acquisition, Inc.Delayed Draw Term Loan6/22/20243,473 (50)
KWOR Acquisition, Inc.Revolver12/22/202770 (1)
Kaseya, Inc.Delayed Draw Term Loan6/23/2024803 (4)
Kaseya, Inc.Revolver6/25/2029642 (3)
Komline Sanderson Engineering Corp.Delayed Draw Term Loan5/27/20248,529 (266)
Komline Sanderson Engineering Corp.Revolver3/17/20264,746 (148)
140


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
LJ Avalon Holdings, LLCDelayed Draw Term Loan8/1/2024$1,028 $(24)
LJ Avalon Holdings, LLCRevolver2/1/2029675 (16)
LUV Car Wash Group, LLCDelayed Draw Term Loan3/14/2024274 (1)
LegitScript, LLCDelayed Draw Term Loan6/24/20246,612 (59)
LegitScript, LLCRevolver6/24/20283,167 (28)
Lightspeed Solution, LLCDelayed Draw Term Loan3/1/20242,024 (36)
MHE Intermediate Holdings, LLCRevolver7/21/20272,500 (25)
MRI Software, LLCDelayed Draw Term Loan12/19/202574  
MRI Software, LLCRevolver2/10/20262,252 (12)
Magneto Components Buyco, LLCDelayed Draw Term Loan6/5/20253,035 (28)
Magneto Components Buyco, LLCRevolver12/5/20292,529 (46)
Magnolia Wash HoldingsRevolver7/14/202871 (7)
MajescoRevolver9/21/20261,575 (18)
Mantech International CPDelayed Draw Term Loan9/14/202456  
Mantech International CPRevolver9/14/202853  
Mobile Communications America, Inc.Delayed Draw Term Loan10/16/20251,921 (14)
Mobile Communications America, Inc.Revolver10/16/2029960 (14)
Montana Buyer, Inc.Revolver7/22/2028400 (3)
Netwrix Corporation And Concept Searching, Inc.Delayed Draw Term Loan6/10/20241,528 (23)
Netwrix Corporation And Concept Searching, Inc.Revolver6/11/2029431 (6)
Oak Purchaser, Inc.Delayed Draw Term Loan4/28/2024127 (3)
Oak Purchaser, Inc.Revolver4/28/2028372 (8)
Omni Intermediate Holdings, LLCDelayed Draw Term Loan6/24/2024138 (7)
Omni Intermediate Holdings, LLCRevolver12/30/2025233 (11)
PCX Holding Corp.Revolver4/22/2027987 (6)
PDFTron Systems, Inc.Revolver7/15/20263,850 (62)
PPV Intermediate Holdings, LLCDelayed Draw Term Loan8/31/202515,090 (124)
Pareto Health Intermediate Holdings, Inc.Revolver6/1/2029792 (6)
Patriot Growth Insurance Services, LLCRevolver10/16/20284,485 (44)
Peter C. Foy & Associates Insurance Services, LLCDelayed Draw Term Loan10/19/20241,695 (8)
Peter C. Foy & Associates Insurance Services, LLCRevolver11/1/2027832 (12)
Pound Bidco, Inc.Delayed Draw Term Loan12/31/2024297  
Pound Bidco, Inc.Revolver1/30/20261,163 
Procure Acquireco, Inc. (Procure Analytics)Revolver12/20/2028238 (7)
Project Boost Purchaser, LLCDelayed Draw Term Loan5/2/2024589 (1)
141


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Project Boost Purchaser, LLCRevolver5/2/2028$449 $ 
RSC Acquisition, Inc.Delayed Draw Term Loan2/14/2025610 (5)
Randy's Holdings, Inc.Delayed Draw Term Loan11/1/20242,248 (8)
Randy's Holdings, Inc.Revolver11/1/2028639 (2)
Raptor Merger Sub Debt, LLCRevolver4/1/20281,953 (2)
Recovery Point Systems, Inc.Revolver8/12/20264,000  
Redwood Services Group, LLCDelayed Draw Term Loan1/31/2025505 (12)
Revalize, Inc.Revolver4/15/202753 (1)
Riskonnect Parent, LLCDelayed Draw Term Loan7/7/2024558 (1)
RoadOne IntermodaLogisticsDelayed Draw Term Loan6/30/2024273 (5)
RoadOne IntermodaLogisticsRevolver12/29/2028309 (6)
Securonix, Inc.Revolver4/5/20283,782 (210)
Sherlock Buyer Corp.Delayed Draw Term Loan9/6/20253,215 (2)
Sherlock Buyer Corp.Revolver12/8/20271,286 (1)
Smarsh, Inc.Delayed Draw Term Loan2/18/2024536 (9)
Smarsh, Inc.Revolver2/16/2029268 (5)
Spectrio, LLCRevolver12/9/2026493 (25)
Spectrum Automotive Holdings Corp.Delayed Draw Term Loan6/29/20241,154 (26)
Spectrum Automotive Holdings Corp.Revolver6/29/2027881 (20)
Spotless Brands, LLCRevolver7/25/2028114 (1)
Stepping Stones Healthcare Services, LLCDelayed Draw Term Loan1/1/2024276 (4)
Stepping Stones Healthcare Services, LLCRevolver12/30/2026625 (9)
Summit Acquisition, Inc.Delayed Draw Term Loan11/1/20241,638 (25)
Summit Acquisition, Inc.Revolver5/1/2029819 (12)
Summit Buyer, LLCDelayed Draw Term Loan8/25/2025197 (5)
Summit Buyer, LLCRevolver1/14/20262,443 (59)
Superman Holdings, LLCDelayed Draw Term Loan5/1/2025380 (5)
Surewerx Purchaser III, Inc.Delayed Draw Term Loan6/28/20241,128  
Surewerx Purchaser III, Inc.Revolver12/28/2028494  
SuvetoRevolver9/9/2027930 (19)
Sweep Purchaser, LLCDelayed Draw Term Loan5/5/2024273 (55)
Sweep Purchaser, LLCRevolver11/30/202628 (6)
Syntax Systems LtdRevolver10/29/20261,447 (26)
Tamarack Intermediate, LLCDelayed Draw Term Loan10/6/2025398 (6)
Tamarack Intermediate, LLCRevolver3/13/2028900 (22)
Tank Holding Corp.Delayed Draw Term Loan5/22/2024494 (10)
142


Morgan Stanley Direct Lending Fund
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Tank Holding Corp.Revolver3/31/2028$587 $(26)
Thrive Buyer, Inc. (Thrive Networks)Revolver1/22/20271,321 (26)
Tidi Legacy Products, Inc.Delayed Draw Term Loan6/19/2025913 (9)
Tidi Legacy Products, Inc.Revolver12/19/2029657 (13)
Trintech, Inc.Revolver7/25/20292,092 (39)
Triple Lift, Inc.Revolver5/5/20282,467 (172)
Trunk Acquisition, Inc.Revolver2/19/2026857 (16)
Two Six Labs, LLCRevolver8/20/20272,134 (48)
United Flow Technologies Intermediate Holdco II, LLCDelayed Draw Term Loan1/1/202432  
United Flow Technologies Intermediate Holdco II, LLCRevolver10/29/20261,155 (15)
UpStack, Inc.Delayed Draw Term Loan6/30/20256,197 (155)
UpStack, Inc.Revolver8/20/2027613 (15)
V Global Holdings, LLCRevolver12/22/2025396 (8)
VRC Companies, LLCRevolver6/29/20271,653 (2)
Vensure Employer Services, Inc.Delayed Draw Term Loan6/15/20252,362 (20)
Vertex Service Partners, LLCDelayed Draw Term Loan11/8/20252,562 (39)
Vertex Service Partners, LLCRevolver11/8/2030460 (11)
Vessco Midco Holdings, LLCRevolver10/18/2026428  
World Insurance Associates, LLCRevolver4/3/20281,269 (41)
YI, LLCDelayed Draw Term Loan6/6/20251,178 (12)
YI, LLCRevolver12/3/2029883 (17)
Zarya Intermediate, LLCRevolver7/1/2027521  
iCIMS, Inc.Delayed Draw Term Loan8/18/2025101  
iCIMS, Inc.Revolver8/18/202838  
mPulse Mobile, Inc.Revolver12/18/20272,668 (59)
Total First Lien Debt Unfunded Commitments$294,950 $(4,552)
Total Unfunded Commitments$294,950 $(4,552)
143


Morgan Stanley Direct Lending Fund
Notes to Consolidated Financial Statements
December 31, 2024
(In thousands, except shares and per share amounts)



(1) ORGANIZATION
Morgan Stanley Direct Lending Fund (the “Company”) is a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company has elected to be treated, and intends to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is not a subsidiary of or consolidated with Morgan Stanley.
The Company was formed as a Delaware limited liability company on May 30, 2019 and, effective November 25, 2019, converted to a Delaware corporation. The Company commenced investment operations in January 2020. The Company is externally managed by MS Capital Partners Adviser Inc., an indirect wholly owned subsidiary of Morgan Stanley (the “Adviser” or “Investment Adviser”). The Investment Adviser is an indirect, wholly owned subsidiary of Morgan Stanley.
The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company.
The Company conducted private offerings of its common stock, par value $0.001 per share (the “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 each private offering, each investor made a capital commitment (a “Capital Commitment”) to purchase shares of Common Stock pursuant to a subscription agreement entered into with the Company. As of October 4, 2023, all Capital Commitments had been fully funded.
On January 26, 2024, the Company closed its initial public offering (“IPO”), issuing 5,000,000 shares of its Common Stock at a public offering price of $20.67 per share. Net of underwriting fees, the Company received net cash proceeds, before offering expenses, of $97.1 million. The Company’s Common Stock began trading on the NYSE under the symbol “MSDL” on January 24, 2024.

144


(2) SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.
Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly owned subsidiaries in the consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.
The Company has formed wholly owned subsidiaries, which are structured as Delaware limited liability companies, for the purpose of holding certain investments in portfolio companies made by the Company. The Company’s wholly owned subsidiaries include: DLF CA SPV LLC (“CA SPV”), DLF SPV LLC (“DLF SPV”), DLF Financing SPV LLC (“Financing SPV”) and DLF Equity Holdings LLC (“Equity Holdings,” and collectively with CA SPV, DLF SPV and Financing SPV, the “subsidiaries”). The Company consolidates its wholly owned subsidiaries in these consolidated financial statements.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less, and restricted cash pledged as collateral. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.
Foreign Currency Translation
The functional currency of the Company is the U.S. Dollar. Investments denominated in foreign currencies are translated into U.S. Dollars based upon currency exchange rates effective on the last business day of the current reporting period. Net changes in fair value of investments due to foreign exchange rates fluctuation is recorded as change in unrealized appreciation (depreciation) from translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. Investment and non-investment activities denominated in foreign currencies, including purchase and sales of investments, borrowings and repayments of debt, income and expenses, are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.
Investments
Investment transactions are recorded on the trade date. Receivables/payables from investments sold/purchased on the Consolidated Statements of Assets and Liabilities consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
The Company's Board of Directors (the “Board of Directors” or the “Board”), with the assistance of the Company’s audit committee (the “Audit Committee”), determines the fair value of the Company’s investments in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”) issued by the FASB. The Board of Directors has delegated to the Investment Adviser as the valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors. ASC 820 defines fair value as “the price 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.” Fair value is a market-based measurement, not an entity-specific measurement. For some investments, observable market transactions or market information might be available. For other investments, observable market
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transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same - to estimate the price when an orderly transaction to sell the investment would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant). Refer to Note 5 “Fair Value Measurements” for the Company’s framework for determining fair value, fair value hierarchies, and the composition of the Company’s portfolio.
Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge certain of the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and Board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that 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, among other things, 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. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so.
Revenue Recognition
Interest Income
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective investment using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt investment, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
PIK Income
The Company has debt investments in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in PIK income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-cash source of income is included when determining what must be paid out to stockholders in the form of distributions in order for the Company to maintain its status as a RIC, even though the Company has not yet collected cash.
Dividend Income
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies. Dividend income is presented net of withholding tax, if any.
Other Income
The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.
Non-Accrual Investments
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments
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received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
As of December 31, 2024 and December 31, 2023, the Company had certain investments in two and three portfolio companies, respectively, that were on non-accrual status. The amortized cost of investments on non-accrual status as of December 31, 2024 and December 31, 2023 was $8,117 and $19,353, respectively.
Offering Costs
The Company records expenses related to public equity offerings as a reduction of capital upon completion of an offering of registered securities.
Deferred Financing Costs and Debt Issuance Costs
Deferred financing and debt issuance costs consist of fees and expenses paid in connection with the closing of and amendments to the Company’s borrowings. The aforementioned costs are amortized using the straight-line method over each instrument’s term. Deferred financing costs related to a revolving credit facility is presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. Deferred debt issuance costs related to any notes are presented net against the outstanding debt balance on the Consolidated Statements of Assets and Liabilities.
Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes, at least annually, to its stockholders as distributions.
In order to continue to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.
The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (the “ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a distribution declared prior to filing the final tax return related to the year which generated such ICTI.    
In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company accrued $2,437, $1,519 and $334 of U.S. federal excise tax, respectively.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which enhances disclosure requirements about significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”). ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by ASC 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim periods beginning with the first quarter ended March 31, 2025. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company has adopted ASU 2023-07 effective December 31, 2024 and concluded that the application of this guidance did not have any material impact on its consolidated financial statements. See Note 13 for more information.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU 2023-09”). ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual
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periods beginning after December 15, 2024 and early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its financial statement disclosures.
(3)SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
On November 25, 2019, the Company entered into an investment advisory agreement with our Adviser (the "Original Investment Advisory Agreement").
On January 24, 2024, the Company entered into the Amended and Restated Investment Advisory Agreement with the Adviser (as amended and restated, the “Investment Advisory Agreement”). The Investment Advisory Agreement incorporates (i) a cumulative three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized capital loss, if any, during the applicable three-year lookback period. The Investment Advisory Agreement was most recently re-approved by the Board in August 2024 and will continue from year to year if approved annually the Board of Directors or the Company’s stockholders, including, in each case, a majority of the directors who are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act (the "Independent Directors").
The Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a base management fee (the “Base Management Fee”) and an incentive fee. The cost of both the Base Management Fee and the incentive fee are ultimately be borne by the stockholders.
Base Management Fee
The Base Management Fee is calculated at an annual rate of 1.0% of the Company's average gross assets at the end of the two most recently completed calendar quarters, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents.
Pursuant to the Original Investment Advisory Agreement, the Adviser agreed to irrevocably waive the portion of the Base Management Fee in excess of 0.25% of the Company’s average gross assets calculated in accordance with the Original Investment Advisory Agreement prior to a listing of the Common Stock on a national securities exchange.
Pursuant to the Investment Advisory Agreement, the Adviser has agreed to irrevocably waive any portion of the Base Management Fee in excess of 0.75% of the Company's average gross assets calculated in accordance with the Investment Advisory Agreement for the period from January 24, 2024 to January 24, 2025 (the “Waiver Period”).
Base Management Fees waived during the Waiver Period are not subject to recoupment by the Adviser. For services rendered under the Investment Advisory Agreement, the Base Management Fee is payable quarterly in arrears. Base Management Fees for any partial month or quarter will be appropriately pro-rated.
For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, Base Management Fees were $25,479, $7,637 and $6,679, net of waiver, respectively. As of December 31, 2024 and December 31, 2023, $7,042 and $2,012, respectively, were payable to the Investment Adviser relating to Base Management Fees.
Incentive Fee
The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains.
i.Incentive Fee Based on Income
The first part is determined and paid quarterly based on the Company's pre-incentive fee net investment income, and is subject to an Incentive Fee Cap (as defined below) pursuant to the Investment Advisory Agreement. Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement (as defined below), any interest expense and distributions paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
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Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Adviser is not obligated to return any incentive fee it receives on PIK interest that is later determined to be uncollectible in cash.
Pursuant to the Original Investment Advisory Agreement, the Company paid its Adviser an income-based incentive fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows:
No income based incentive fee if the Company’s pre-incentive fee net investment income, expressed as a return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, does not exceed the hurdle rate of 1.5% (6.0% annualized);
100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.8182% (7.2728% annualized). This portion of the pre-incentive fee net investment income (which exceeds the Hurdle Rate but is less than 1.8182%) is referred to as the “catch-up”. This “catch-up” portion is meant to provide the Adviser with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if the “catch up” is achieved; and
17.5% of the Company’s pre-incentive fee net investment income, if any, that exceeds the rate of return of 1.8182% (7.2728% annualized).
Pursuant to the Investment Advisory Agreement, the Company pays its Adviser an incentive fee on its aggregate pre-incentive fee net investment income in respect of (1) for the quarter ending March 31, 2024 (the “First Calendar Quarter”), the First Calendar Quarter, and (2) commencing with the quarter ending June 30, 2024, the current calendar quarter and eleven preceding calendar quarters beginning with the calendar quarter commencing on April 1, 2024 (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commence on or after April 1, 2024) (in either case, the “Trailing Twelve Quarters”).
Pre-incentive fee net investment income in respect of the First Calendar Quarter was compared to a hurdle rate equal to 1.5% (6.0% annualized), and, if pre-incentive fee net investment income for the First Calendar Quarter exceeded the hurdle rate, the incentive fee would be 100% of pre-incentive fee net investment income until the Adviser has received a “catch up” equal to 17.5%, plus 17.5% of pre-incentive fee net investment income above the catch up.
Commencing with the quarter ending June 30, 2024, pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters is compared to a “Hurdle Rate” equal to the product of (i) the hurdle rate of 1.5% per quarter (6% annualized) and (ii) the sum of the Company's net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The incentive fee based on income for each calendar quarter will be determined as follows:

No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Rate;
100% of pre-incentive fee net investment income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.8182% in any calendar quarter (7.2728% annualized). This portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.8182%) is referred to as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 17.5% of the Company's pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.8182% in any calendar quarter; and
17.5% of the pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds 1.8182% in any calendar quarter (7.2728% annualized), which reflects that once the hurdle rate is reached and the catch-up is achieved, 17.5% of the Company's pre-incentive fee net investment income that exceeds the catch-up amount is paid to the Adviser.

Commencing with the quarter ending June 30, 2024, each income incentive fee is subject to an incentive fee cap (the “Incentive Fee Cap”) that in respect of any calendar quarter is an amount equal to 17.5% of the Cumulative Pre-Incentive Fee Net Return (as defined herein) during the Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. In the event the Incentive Fee Cap is zero or a negative value then no income incentive fee shall be payable and if the Incentive Fee Cap is less than the amount of incentive fee based on income that would otherwise be payable, the amount of incentive fee based on income shall be reduced to an amount equal to the Incentive Fee Cap.

“Cumulative Pre-Incentive Fee Net Return” (A) during the First Calendar Quarter, the sum of pre-incentive fee net investment income in the First Calendar Quarter and (B) during the relevant Trailing Twelve Quarters, the sum of (x) pre-incentive fee net investment income in respect of the Trailing Twelve Quarters and (y) Adjusted Capital Returns (as defined below) in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Company shall pay no income incentive fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less
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than the incentive fee calculated as described above, the Company shall pay the Adviser the Income Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the incentive fee calculated as described above, the Company shall pay the Adviser the incentive fee in respect of such quarter. “Adjusted Capital Returns” in respect of a particular period means the sum of aggregate realized losses and aggregate realized capital gains in respect of such period.

For the Waiver Period, the Adviser has irrevocably waived its right to receive each component of the income incentive fee in excess of amounts calculated as described above using (1) 15.0% instead of 17.5% and (2) a catch-up amount (as applicable) calculated using 1.7647% in place of 1.8182%. For periods in which the waiver described in this paragraph is in effect for less than a full quarter or calendar year, as applicable, the applicable incentive fee shall be calculated at a weighted rate during the applicable days in such period during the Waiver Period.
For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, income based incentive fees were $37,432, $42,012 and $26,635, net of waiver respectively. As of December 31, 2024 and December 31, 2023, $8,956 and $11,766, respectively, were payable to the Investment Adviser relating to income based incentive fees.

ii.Incentive Fee Based on Capital Gains

The second part of the incentive fee is determined on realized capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 17.5% of realized capital gains, if any, on a cumulative basis from the date of the Company's election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”). For the purpose of computing the incentive fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps as if the Company owned the reference assets directly. Therefore, realized gains and realized losses on the disposition of any reference assets, as well as unrealized depreciation on reference assets retained in the derivative financial instrument or swap, will be included on a cumulative basis in the calculation of the capital gains incentive fee

For the calendar years ended December 31, 2024 and December 31, 2025, the Adviser has irrevocably waived any capital gains incentive fee in excess of amounts calculated as described above using 15.0% instead of 17.5% in the calculation of any such capital gains incentive fee solely with respect to the Waiver Period, such that the capital gains incentive fee shall be calculated at a weighted rate calculated based on this waiver being applicable only during the applicable days in such calendar year during the Waiver Period, based, in each case, on the number of days in the applicable year.

Under U.S. GAAP, the Company is required to accrue an incentive fee on capital gains, including unrealized capital appreciation even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement. If such amount is positive at the end of a period, then the Company records an incentive fee on capital gain incentive fee equal to 17.5% (or 15% during the Waiver Period) of such amount, less the aggregate amount of any previously paid capital gain incentive fees. If such amount is negative, no accrual is recorded for such period.
For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, the Investment Adviser accrued $0, $0 and $(2,441) capital gains incentive fees. The Investment Advisory Agreement does not permit unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.
As of December 31, 2024 and December 31, 2023, $0 and $0, respectively, were payable to the Investment Adviser relating to capital gains incentive fees payable.
Administration Agreement
MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company pursuant to an administration agreement (the “Administration Agreement”). The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements from the Company for its costs and expenses and the Company’s allocable portion of overhead costs incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to its Chief Financial Officer and Chief Compliance Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears. The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors.
For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company incurred $216, $178 and $72, respectively, in expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations.
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Amounts unpaid and included in payable to affiliates on the Consolidated Statements of Assets and Liabilities as of December 31, 2024 and December 31, 2023 were $29 and $178, respectively.
Expense Support and Waiver Agreement
On December 31, 2019, the Company entered into an expense support and waiver agreement (the “Expense Support and Waiver Agreement”) with the Investment Adviser. Under the terms of the Expense Support and Waiver Agreement, the Investment Adviser agreed to waive any reimbursement by the Company of offering and organizational expenses incurred by the Investment Adviser on behalf of the Company in excess of $1,000 or 0.10% of the aggregate capital commitments of the Company, whichever is greater. If actual organization and offering costs incurred exceeded the greater of $1,000 or 0.10% of the Company’s total capital commitments, the Investment Adviser or its affiliate would bear the excess costs.
For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, the Investment Adviser recaptured $0, $0 and $44, respectively, of previously waived amounts from the Company.
Sub-Administration Agreement
The Company has entered into sub-administration agreement with State Street Bank and Trust Company (the “Sub-Administrator”) under which the Sub-Administrator provides various accounting and administrative services to the Company. The Sub-Administrator also serves as the Company’s custodian, transfer agent, distribution paying agent and registrar.
Placement Agent Agreement
On August 30, 2019, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc. (the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates assisted in the placement of Common Stock in the Company’s private offerings. The Company was not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement. Payments were made by the Investment Adviser to the Placement Agent. To the extent the Paying Agent received any payments it would remit the payment to the Placement Agent. The Placement Agent Agreement terminated on January 24, 2024.
MS Credit Partners Holdings, Inc. Investment
MS Credit Partners Holdings, Inc., or MS Credit Partners Holdings, a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, made an aggregate capital commitment of $200,000 to the Company pursuant to a subscription agreement entered into in December 2019, which had been fully funded as of October 4, 2023. As of December 31, 2024 and December 31, 2023, MS Credit Partners Holdings held approximately 11.0% and 11.7% of the Company’s outstanding shares of Common Stock, respectively. Morgan Stanley has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.
Morgan Stanley & Co. Related Transactions
Morgan Stanley & Co. LLC, an indirect, wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, served as an initial purchaser in connection with the private placement of the Company’s 2027 Notes (as defined below in Note 6. “Debt”) and received fees of $213 at closing on February 11, 2022, under the purchase agreement entered into by the Company in connection with such private placement.
Morgan Stanley & Co. LLC served as a co-agent in connection with the private placement of the Company’s 2025 Notes (as defined below in Note 6. “Debt”) and received fees of $138 at closing on September 13, 2022.
Morgan Stanley & Co. LLC served as a co-agent in connection with the private placement of the Company’s 2029 Notes (as defined below in Note 6. “Debt”) and received fees of $210 at closing on May 27, 2024.
Morgan Stanley & Co. LLC served as an underwriter in the IPO and received $1,241 of underwriting fees at closing on January 26, 2024.
(4) INVESTMENTS
The composition of the Company’s investment portfolio at cost and fair value was as follows:
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December 31, 2024
December 31, 2023(1)
CostFair Value% of Total Investments at Fair ValueCostFair Value% of Total Investments at Fair Value
First Lien Debt$3,669,886 $3,654,538 96.5 %$3,027,413 $3,004,544 94.1 %
Second Lien Debt78,803 69,367 1.8 146,014 132,415 4.1 
Other Debt Investments9,755 9,198 0.2 3,410 2,064 0.1 
Equity54,683 58,391 1.5 49,939 54,538 1.7 
Total$3,813,127 $3,791,494 100.0 %$3,226,776 $3,193,561 100.0 %
(1) The Company reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2023.
The industry composition of investments at fair value was as follows:
December 31, 2024December 31, 2023
Aerospace & Defense2.2 %2.2 %
Air Freight & Logistics0.3 1.1 
Automobile Components3.0 3.5 
Automobiles3.6 4.7 
Biotechnology0.7 0.5 
Building Products0.4  
Chemicals0.5 0.6 
Commercial Services & Supplies9.1 9.6 
Construction & Engineering2.0 1.5 
Consumer Staples Distribution & Retail0.7  
Containers & Packaging1.2 1.4 
Distributors2.3 2.9 
Diversified Consumer Services4.7 2.5 
Electrical Equipment0.1  
Electronic Equipment, Instruments & Components2.1 2.1 
Energy Equipment & Services 0.5 
Financial Services2.5 1.9 
Food Products2.0 2.3 
Ground Transportation0.6  
Health Care Equipment & Supplies0.6 0.7 
Health Care Providers & Services5.0 4.6 
Health Care Technology1.6 1.9 
Industrial Conglomerates1.2 1.3 
Insurance Services12.0 14.9 
Interactive Media & Services2.6 3.2 
IT Services8.9 8.7 
Leisure Products 0.7 
Life Sciences Tools & Services0.3  
Machinery0.9 2.1 
Multi-Utilities0.6 0.7 
Pharmaceuticals0.3 0.4 
Professional Services5.4 3.8 
Real Estate Management & Development3.6 5.3 
Software18.9 14.2 
Wireless Telecommunication Services0.1 0.2 
Total100.0 %100.0 %

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The geographic composition of investments at cost and fair value was as follows:
December 31, 2024December 31, 2023
CostFair Value% of Total
Investments at
Fair Value
CostFair Value% of Total
Investments at
Fair Value
Australia$8,798 $8,970 0.2 %$16,985 $17,048 0.5 %
Canada153,734 154,953 4.1 98,674 98,387 3.1 
United Kingdom12,411 12,196 0.3 12,398 12,629 0.4 
United States3,638,184 3,615,375 95.4 3,098,719 3,065,497 96.0 
Total$3,813,127 $3,791,494 100.0 %$3,226,776 $3,193,561 100.0 %
(5) FAIR VALUE MEASUREMENTS
ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
The three-level hierarchy for fair value measurements is defined as follows:
Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. The Company will not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level 2—inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3—inputs to the valuation methodology are unobservable and significant to the overall fair value measurement, and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, first and second lien debt, non-investment grade residual interests in securitizations and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
Pursuant to the framework set forth above, the Company values securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of the investments from pricing services, brokers or dealers’ quotes, or counterparty marks in order to value liquid assets that are not traded in active markets. Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained.
Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Valuation Designee or the Board of Directors, does not represent fair value, each is valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. Non-controlled debt investments are generally fair valued using discounted cash flow technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. Discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. Non-controlled equity investments are generally fair valued using a market approach and/or an income approach. The market approach typically utilizes market value multiples of comparable publicly traded companies. The income approach typically utilizes a discounted cash flow analysis of the portfolio company. The Valuation Designee, under the supervision of the Board of Directors undertakes a multi-step valuation process each quarter, as described below:
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1)each portfolio company or investment is initially valued by using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs;
2)preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of the Investment Adviser’s senior management;
3)the Board of Directors or Valuation Designee engages independent third-party valuation firms to provide positive assurance on a portion of the Company’s illiquid investments each quarter (such that each illiquid investment is reviewed by an independent valuation firm at least once on a rolling twelve-month basis) including review of management’s preliminary valuation and conclusion of fair value;
4)the Audit Committee reviews the assessments of the Valuation Designee and the independent third-party valuation firms and provides the Board of Directors with recommendations with respect to the fair value of each investment in the Company’s portfolio; and
5)the Board of Directors discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company’s portfolio in good faith based on the input of the Valuation Designee and, where applicable, the third-party valuation firms.
The fair value is generally determined based on the assessment of the following factors, as relevant:
•     the nature and realizable value of any collateral;
•     call features, put features and other relevant terms of debt;
•     the portfolio company’s leverage and ability to make payments;
•     the portfolio company’s public or private letter credit ratings;
•     the portfolio company’s actual and expected earnings and discounted cash flow;
•     prevailing interest rates for like securities and expected volatility in future interest rates;
•     the markets in which the issuer does business and recent economic and/or market events; and
•     comparisons to publicly traded securities.
Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information.
The Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of the Company’s portfolio investments.
The following tables present the fair value hierarchy of investments:
December 31, 2024
December 31, 2023(2)
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
First Lien Debt$ $51,329 $3,603,209 $3,654,538 $ $24,674 $2,979,870 $3,004,544 
Second Lien Debt 36,016 33,351 69,367  35,567 96,848 132,415 
Other Debt Investments  9,198 9,198   2,064 2,064 
Equity  41,198 41,198   38,572 38,572 
Subtotal$ $87,345 $3,686,956 $3,774,301 $ $60,241 $3,117,354 $3,177,595 
Investment measured at net asset value(1)
17,193 15,966 
Total Investments$3,791,494 $3,193,561 
Cash equivalents$8,976 $ $ $8,976 $ $ $ $ 
(1) The Company, as a practical expedient, estimates the fair value of its investment in Help HP SCF Investor, LP using the net asset value of the Company’s members’ interest in the entity. As such, the fair value has not been classified within the fair value hierarchy.
(2) The Company reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2023.
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The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the year ended December 31, 2024:
First Lien DebtSecond Lien DebtOther Debt InvestmentsEquityTotal Investments
Fair value, beginning of period$2,979,870 $96,848 $2,064 $38,572 $3,117,354 
Purchases of investments(1)
1,220,903 836 5,770 3,888 1,231,397 
Proceeds from principal repayments and sales of investments(2)
(594,707)(59,230) (1,481)(655,418)
Accretion of discount/amortization of premium13,762 837 16  14,615 
Payment-in-kind9,091 842 560 2,580 13,073 
Net change in unrealized appreciation (depreciation)7,497 3,723 788 (2,117)9,891 
Net realized gains (losses)(5,731)(10,505) (244)(16,480)
Transfers into/(out) of Level 3(3)
(27,476)   (27,476)
Fair value, end of period$3,603,209 $33,351 $9,198 $41,198 $3,686,956 
Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2024$4,259 $(1,256)$788 $(1,682)$2,109 
(1)     Purchases may include investments received in corporate action and restructurings.
(2)     Sales may include investments received in corporate action and restructurings.
(3)     Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the year ended December 31, 2023:
First Lien DebtSecond Lien DebtOther SecuritiesTotal Investments
Fair value, beginning of period$2,668,749 $122,891 $36,395 $2,828,035 
Purchases of investments618,914 86 1,812 620,812 
Proceeds from principal repayments and sales of investments(359,835)  (359,835)
Accretion of discount/amortization of premium10,908 269 10 11,187 
Payment-in-kind3,417 532 2,120 6,069 
Net change in unrealized appreciation (depreciation)37,599 (6)299 37,892 
Net realized gains (losses)118   118 
Transfers into/(out) of Level 3(1)
 (26,924) (26,924)
Fair value, end of period$2,979,870 $96,848 $40,636 $3,117,354 
Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2023$37,547 $(6)$299 $37,840 
(1)     Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The tables are not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.
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December 31, 2024
Range(1)
Asset CategoryFair
Value
Valuation Technique (2)
Significant Unobservable
Input
LowHigh
Weighted
Average(3)
Investments in first lien debt$3,597,236 Yield AnalysisDiscount Rate8.05 %34.06 %10.31 %
5,973 Market ApproachEBITDA Multiple6.50x
Investments in second lien debt33,351 Yield AnalysisDiscount Rate10.18 %16.41 %15.09 %
Other debt8,313 Yield AnalysisDiscount Rate9.42 %14.90 %10.74 %
885 Market ApproachEBITDA Multiple9.00x
  Preferred equity22,694 Income ApproachDiscount Rate12.15 %17.50 %13.71 %
923 Market ApproachEBITDA Multiple8.50x
  Common equity14,442 Market ApproachEBITDA Multiple3.90x18.70x13.47x
3,139 Market ApproachRevenue Multiple7.60x12.70x8.80x
Total Investments$3,686,956 
(1) For an asset category that contains a single investment, the range is not included.
(2) During the year ended December 31, 2024, one unsecured debt position with a fair value of $2.01 million transitioned from an income approach to a yield analysis valuation technique.
(3) Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

December 31, 2023
Range
Asset CategoryFair
Value
Valuation TechniqueSignificant Unobservable
Input
LowHigh
Weighted
Average(1)
Investments in first lien debt$2,979,870 Yield AnalysisDiscount Rate8.61 %25.09 %11.00 %
Investments in second lien debt96,848 Yield AnalysisDiscount Rate10.80 %31.13 %14.37 %
Other debt1,894 Income ApproachDiscount Rate14.60 %14.60 %14.60 %
170 Market ApproachEBITDA Multiple9.00x9.00x9.00x
Preferred equity18,758 Income ApproachDiscount Rate12.19 %15.68 %13.47 %
1,275 Market ApproachRevenue Multiple7.50x7.50x7.50x
Common equity16,600 Market ApproachEBITDA Multiple8.10x18.70x13.26x
1,939 Market ApproachRevenue Multiple7.60x9.80x8.47x
Total Investments$3,117,354 
(1) Weighted average is calculated by weighting the significant unobservable input by the relative fair value of the investment.

The significant unobservable input used in yield analysis is discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The significant unobservable inputs used in the income approach are the comparative yield or discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value.

Financial instruments disclosed but not carried at fair value
The Company’s debt is presented at carrying value on the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s 2027 Notes (as defined below in Note 6. “Debt”) are based on third party pricing received by the Company. The fair value of the Company’s credit facilities, 2025 Notes and 2029 Notes are estimated in accordance with the Company's valuation policy. The carrying value, fair value and level of the Company’s debt were as follows:
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December 31, 2024December 31, 2023
Level Carrying ValueFair ValueCarrying ValueFair Value
CIBC Subscription Facility(1)
3$ $ $ $ 
BNP Funding Facility3316,000 316,000 282,000 282,000 
Truist Credit Facility3617,401 617,401 520,263 520,263 
2027 Notes(2)
2422,174 418,370 420,834 407,617 
2025 Notes(2)
3274,144 275,000 272,935 275,000 
2029 Notes(2)
3343,760 350,455   
Total$1,973,479 $1,977,226 $1,496,032 $1,484,880 
(1)The CIBC Subscription Facility matured and was fully paid off as of December 31, 2022.
(2)As of December 31, 2024, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $2,374, $856 and $3,297 and unamortized original issuance discount of $452, $0 and $3,398, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $3,499, $2,065 $0, and unamortized original issuance discount of $667, $0 and $0, respectively.
The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy.
(6) DEBT
The Company’s debt obligations were as follows.
December 31, 2024December 31, 2023
Aggregate Principal CommittedOutstanding PrincipalUnused PortionAggregate Principal CommittedOutstanding PrincipalUnused Portion
CIBC Subscription Facility(1)
$ $ $ $ $ $ 
BNP Funding Facility600,000 316,000 284,000 600,000 282,000 318,000 
Truist Credit Facility(2)
1,300,000 617,401 680,770 1,120,000 520,263 599,484 
2027 Notes(3)
425,000 425,000  425,000 425,000  
2025 Notes(3)
275,000 275,000  275,000 275,000  
2029 Notes(3)
350,000 350,000     
Total$2,950,000 $1,983,401 $964,770 $2,420,000 $1,502,263 $917,484 
(1)The CIBC Subscription Facility matured and was fully paid off as of December 31, 2022.
(2)As of December 31, 2024 and December 31, 2023, a letter of credit of $1,828 and $253, respectively, was outstanding, which reduced the unused availability under the Truist Credit Facility by the same amount. Under the Truist Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2024 and December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 3,298 and 238, respectively, Canadian dollars (CAD) of 300 and 0, respectively and Pound Sterling (GBP) of 1,020 and 0, respectively.
(3)As of December 31, 2024, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $2,374, $856 and $3,297 and unamortized original issuance discount of $452, $0 and $3,398, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $3,499, $2,065 $0, and unamortized original issuance discount of $667, $0 and $0, respectively.
The Company's summary information of its debt obligations were as follows:
For the Year Ended
December 31, 2024December 31, 2023December 31, 2022
Combined weighted average interest rate (1)
6.46 %6.51 %4.05 %
Combined weighted average effective interest rate (2)
6.90 %6.85 %4.41 %
Combined weighted average debt outstanding$1,681,358 $1,576,285$1,432,492 
(1) Excludes unused commitment fees, amortization of financing costs, accretion of original issue discount and net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items.
(2) Excludes unused commitment fees and net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items.
As of December 31, 2024 and December 31, 2023, the Company was in compliance with all covenants and other requirements of each of the credit facilities, and each of the respective unsecured notes.
CIBC Subscription Facility
On December 31, 2019, the Company entered into a revolving credit agreement (as amended, restated or otherwise modified from time to time, the "CIBC Subscription Facility") with CIBC Bank USA as administrative agent and arranger. The CIBC Subscription Facility allowed the Company to borrow up to the maximum revolving commitment at any one time outstanding, subject to certain
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restrictions, including availability under the borrowing base, which is based on unused Capital Commitments. The CIBC Subscription Facility bore interest at a rate at the Company’s election of either (i) the per annum one or three-month LIBOR, divided by a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities, plus 1.65% or (ii) the prime rate plus 0.65%, as calculated under the CIBC Subscription Facility. The CIBC Subscription Facility was secured by the unfunded commitments of certain stockholders of the Company. The CIBC Subscription Facility matured and was fully paid off as of December 31, 2022.

The summary information of the CIBC Subscription Facility is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$ $ $8,312 
Facility unused commitment fees  26 
Amortization of deferred financing costs  1,347 
Total$ $ $9,685 
Weighted average interest rate % %3.13 %
Weighted average outstanding balance$ $ $262,184 
BNP Funding Facility
On October 14, 2020, DLF LLC entered into a Revolving Credit and Security Agreement (as amended, restated or otherwise modified from time to time, the “Credit and Security Agreement”) with DLF LLC, as the borrower, BNP Paribas (“BNP”), as the administrative agent and lender, the Company, as the equity holder and as the servicer, and U.S. Bank National Association, as collateral agent to (as amended, the “BNP Funding Facility”). As of December 31, 2024, the borrowing capacity under the BNP Funding Facility was $600,000. The applicable margin on borrowings during the reinvestment period is 2.25% and, after the reinvestment period, 2.75%. The obligations of DLF LLC under the BNP Funding Facility are secured by the assets held by DLF LLC. The BNP Funding Facility reinvestment period ends on August 21, 2027 and the facility has a final maturity date of August 21, 2029.
The summary information of the BNP Funding Facility is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$20,662 $27,086 $15,376 
Facility unused commitment fees2,068 771 507 
Amortization of deferred financing costs1,650 1,257 1,145 
Total$24,380 $29,114 $17,028 
Weighted average interest rate7.77 %7.51 %3.90 %
Weighted average outstanding balance$261,541 $355,507 $389,216 
Truist Credit Facility
On July 16, 2021, the Company entered into a Senior Secured Revolving Credit Agreement with Truist Bank (as amended, restated or otherwise modified from time to time, the “Truist Credit Facility). The maximum principal amount of the Truist Credit Facility is $1,300,000, subject to availability under the borrowing base. The Truist Credit Facility includes an uncommitted accordion feature that, as of December 31, 2024, allows the Company, under certain circumstances, to increase the borrowing capacity to up to $1,950,000. As of December 31, 2024, the availability period of the Truist Credit Facility will terminate on April 19, 2028. The Truist Credit Facility is guaranteed by certain domestic subsidiaries of the Company (the “Guarantors”). The Company’s obligations to the lenders under the Truist Credit Facility are secured by a first priority security interest in substantially all of the assets of the Company and each Guarantor, subject to certain exceptions.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the Truist Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the highest of (a) the prime rate as publicly announced by Truist Bank, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (c) Term SOFR (as defined in the Truist Credit Facility agreement) on such day plus 1% per annum) plus either (A) 0.75% or (B) 0.875%, based on certain borrowing base conditions and (y) for loans for which the Company elects the term benchmark option, Term SOFR, for borrowings denominated in U.S. dollars, or the applicable term benchmark rate for borrowings denominated in certain foreign currencies, in each case for the related interest period for such borrowing plus 1.875% per annum or such other applicable margin as is applicable to such foreign currency borrowings. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. The Company pays letter of credit participation fees and a fronting fee on the average daily amount of
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any letter of credit issued and outstanding under the Truist Credit Facility, as applicable. As of December 31, 2024, the Truist Credit Facility has a maturity date of April 19, 2029.
The summary information of the Truist Credit Facility is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$36,415 $37,055 $11,959 
Facility unused commitment fees2,912 2,287 2,487 
Amortization of deferred financing costs2,077 1,992 1,243 
Total$41,404 $41,334 $15,689 
Weighted average interest rate7.15 %7.02 %3.68 %
Weighted average outstanding balance$500,828 $520,778 $320,955 
Unsecured Notes
2027 Notes
On February 11, 2022, the Company issued $425,000 in aggregate principal amount of 4.50% notes due 2027 (the restricted securities initially issued on February 11, 2022 together with the unrestricted securities issued pursuant to the exchange offer described below, the “2027 Notes”) pursuant to the First Supplemental Indenture dated February 11, 2022 (the “First Supplemental Indenture”), which supplements a base indenture, dated as of February 11, 2022 (as may be further amended, supplemented or otherwise modified from time to time, the “Base Indenture” and together with the First Supplemental Indenture, the “February 2027 Notes Indenture”).
The 2027 Notes will mature on February 11, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the February 2027 Notes Indenture. Interest on the 2027 Notes is due semiannually in February and August of each year. The 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
Pursuant to a Registration Statement on Form N-14 (File No. 333-264774), filed on July 20, 2022, the Company closed an exchange offer in which holders of the 2027 Notes that were restricted because they were issued in a private placement were offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. Through this exchange offer, holders representing 85.87% of the outstanding principal of the then restricted 2027 Notes obtained registered unrestricted 2027 Notes.
The summary information of 2027 Notes is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$19,125 $19,125 $17,000 
Accretion of original issuance discount215 214 190 
Amortization of debt issuance costs1,133 1,122 996 
Total$20,473 $20,461 $18,186 
Stated interest rate4.50 %4.50 %4.50 %
2025 Notes
On September 13, 2022, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $275,000 in aggregate principal amount of Series A Senior Notes due September 13, 2025 (the “2025 Notes”) to certain qualified institutional investors in a private placement. The 2025 Notes were delivered and paid for on September 13, 2022, subject to certain customary closing conditions. The 2025 Notes have a fixed interest rate of 7.55% per year. The 2025 Notes will mature on September 13, 2025 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the Note Purchase Agreement. Interest on the 2025 Notes is due semiannually in February and August of each year. Subject to the terms of the Note Purchase Agreement, the Company may redeem the 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before June 13, 2025, a make-whole premium. The Company’s obligations under the Note Purchase Agreement are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The summary information of 2025 Notes is as follows:
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For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$20,762 $20,762 $6,229 
Amortization of debt issuance costs1,216 1,212 365 
Total$21,978 $21,974 $6,594 
Stated interest rate7.55 %7.55 %7.55 %
2029 Notes

On May 17, 2024, the Company issued $350,000 in aggregate principal amount of 6.150% notes due 2029 (the “2029 Notes”), pursuant to the Second Supplemental Indenture dated May 17, 2024 (the “Second Supplemental Indenture”), which supplements the Base Indenture (together with the Second Supplemental Indenture, the “March 2029 Notes Indenture”).
The 2029 Notes will mature on May 17, 2029 and may be redeemed in whole or in part at the Company’s option at any time prior to April 17, 2029 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the March 2029 Notes Indenture and at par value on April 17, 2029 or thereafter. Interest on the 2029 Notes is due semiannually in May and November of each year. The 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the 2029 Notes Offering, the Company entered into interest rate swaps. Under the interest rate swap agreement related to the 2029 Notes, the Company receives a fixed interest rate of 6.413% per annum and pays a floating interest rate of SOFR + 2.37% per annum on $350,000 of the 2029 Notes. For the year ended December 31, 2024, the Company paid no periodic payments. The interest expense related to the 2029 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of December 31, 2024, the interest rate swaps had a fair value of $445. Based on the fair value measurement hierarchy, the swaps are classified as level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps are either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swaps is offset by the change in fair value of the 2029 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of 2029 Notes is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$13,393 $ $ 
Accretion of original issuance discount488   
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items10   
Amortization of debt issuance costs802   
Total$14,693 $ $ 
Stated interest rate6.15 % % %
(7) COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.
The Company’s investment portfolio contains debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of December 31, 2024 and December 31, 2023, the Company had $564,839 and $294,950 of unfunded commitments to fund delayed draw and revolving senior secured loans, respectively.
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(8) NET ASSETS
Equity
The following table shows the components of total distributable earnings (loss) as shown on the Consolidated Statements of Assets and Liabilities:
As of
December 31, 2024December 31, 2023December 31, 2022
Total distributable earnings (loss), beginning of period$8,459 $(54,779)$15,782 
Net investment income (loss) after taxes220,235 198,061 128,010 
Net realized gain (loss)(16,467)118 537 
Net unrealized appreciation (depreciation)11,796 32,835 (80,005)
Dividends declared(195,729)(169,291)(119,437)
Tax reclassification of stockholders’ equity1,330 1,515 334 
Total distributable earnings (loss), end of period$29,624 $8,459 $(54,779)
On January 26, 2024, the Company closed its IPO, issuing 5,000,000 shares of its Common Stock at a public offering price of $20.67 per share. Net of underwriting fees, the Company received net cash proceeds, before offering expenses, of approximately $97.1 million. The Company’s Common Stock began trading on the NYSE under the symbol “MSDL” on January 24, 2024.
In connection with the IPO, the Company redeemed any fractional shares of Common Stock outstanding for cash in an amount equal to the pro rata portion of $20.67 per share of Common Stock, which was the initial public offering price in the IPO.
The following table summarizes the total shares issued and proceeds received from the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2023:
Share Issuance DateShares IssuedAmount
October 04, 202310,680,808 $220,238 
Total10,680,808 $220,238 
Following the above capital call, the Company did not have any remaining undrawn capital commitments.
Distributions
Prior to January 26, 2024, the Company had an “opt in” dividend reinvestment plan, or the Prior DRIP. As a result, the Company’s stockholders who elected to “opt in” to the Prior DRIP had their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. The Company adopted an “opt out” DRIP on January 26, 2024 as amended and restated effective December 7, 2024, the DRIP. As a result, the Company’s stockholders who have not “opted out” of the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. The shares of Common Stock distributed in the Company’s DRIP are either through (i) newly issued shares of Common Stock or (ii) acquired by the plan administrator through the purchase of outstanding shares of Common Stock on the open market. If, on the payment date for any distribution, the most recently computed net asset value per share as of the DRIP is equal to or less than the closing market price plus estimated per share fees, the plan administrator will invest the distribution amount in newly issued shares of Common Stock. Otherwise, the plan administrator will invest the dividend amount in shares acquired by purchasing shares of
161

Common Stock on the open market. The following table summarizes the distributions declared on shares of the Company’s Common Stock and shares distributed pursuant to the DRIP to stockholders who had not opted out of the DRIP.
The following table summarizes the Company’s distributions declared as well as the DRIP shares issued for the year ended December 31, 2024, and December 31, 2023:

Date DeclaredRecord DatePayment DatePer Share Amount
Shares(1)
For the year ended December 31, 2024
February 29, 2024March 29, 2024April 25, 2024$0.50 512,519 
May 08, 2024June 28, 2024July 25, 20240.50 553,637 
(2)
January 11, 2024August 05, 2024October 25, 20240.10 111,159 
(2)(3)
August 06, 2024September 30, 2024October 25, 20240.50 546,673 
(2)
January 11, 2024November 04, 2024January 24, 20250.10 101,485 
(2)(3)
November 04, 2024December 31, 2024January 24, 20250.50 473,635 
(2)
$2.20 2,299,108 
For the year ended December 31, 2023
March 28, 2023March 28, 2023April 25, 2023$0.50 482,721 
June 27, 2023June 27, 2023July 25, 20230.57 554,001 
(4)
September 26, 2023September 26, 2023October 25, 20230.60 579,388 
(5)
December 28, 2023December 28, 2023January 25, 20240.60 615,660 
(5)
$2.27 2,231,770 
(1) In connection with the distributions with payment dates on January 25, 2024 and January 25, 2023, 615,660 and 445,235 DRIP shares were issued, respectively.
(2) In accordance with the Company’s DRIP, shares were purchased in the open market.
(3) Represents a special distribution declared by the Board on January 11, 2024.
(4) Includes a supplemental distribution of $0.07.
(5) Includes a supplemental distribution of $0.10.
Share Repurchase Plan
On January 25, 2024, the Company entered into a share repurchase plan, or the Company 10b5-1 Plan, to acquire up to $100 million in the aggregate of the Company’s Common Stock at prices below the Company’s net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Company 10b5-1 Plan was approved by the Board of Directors on September 11, 2023. The Company 10b5-1 Plan requires Wells Fargo Securities, LLC, as the Company’s agent, to repurchase Common Stock on its behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value per share, including any distributions declared). Under the Company 10b5-1 Plan, the volume of purchases would be expected to increase as the price of the Company’s Common Stock declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of the Company’s Common Stock and trading volumes, and no assurance can be given that Common Stock will be repurchased in any particular amount or at all. The repurchase of shares pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit repurchases under certain circumstances. The Company 10b5-1 Plan commenced beginning 60 calendar days following the end of the “restricted period” under Regulation M and will terminate upon the earliest to occur of (i) 12-months from the commencement date of the Company 10b5-1 Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.
The “restricted period” under Regulation M ended upon the closing of the Company's IPO and, therefore, the Common Stock repurchases/purchases described above began on March 26, 2024.
The following table summarizes the shares repurchased under the Company 10b5-1 Plan during the year ended December 31, 2024:
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PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
July 1, 2024 - July 31, 202439,344 $19.99 39,344 $99.2 
August 1, 2024 - August 31, 2024217,796 20.10 217,796 94.8 
September 1, 2024 - September 30, 2024172,513 20.04 172,513 91.4 
October 1, 2024 - October 31, 2024187,607 19.99 187,607 87.6 
November 1, 2024 - November 30, 2024307,336 20.34 307,336 81.9 
December 1, 2024 - December 31, 2024   81.9 
Total Repurchases924,596 924,596 
No shares were repurchased under the Company's 10b5-1 plan during the six months ended June 30, 2024.
No shares were repurchased under the Company's 10b5-1 Plan during the year ended December 31, 2023.
(9) EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Numerator—net increase/(decrease) in net assets resulting from operations$215,564 $231,014 $48,542 
Denominator—weighted average shares outstanding88,649,149 74,239,743 61,676,363 
Basic and diluted earnings (loss) per share$2.43 $3.11 $0.79 
(10) INCOME TAXES
For income tax purposes, distributions made to the Company’s stockholders are reported as ordinary income, capital gains, or a combination thereof. The tax character of distributions made were as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Distributions paid from:
Ordinary income (including net short-term capital gains)$195,611 $168,975 $119,433 
Net long-term capital gains118 316 4 
Total taxable distributions$195,729 $169,291 $119,437 
Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, and incentive fee accrual associated with any unrealized gains, as unrealized gains or losses are generally not included in taxable income until they are realized.
For the year ended December 31, 2024, the Company estimated U.S. federal taxable income exceeded its distributions made from such taxable income during the year; consequently, the Company has elected to carry forward the excess for distribution to stockholders in 2024. The amount carried forward to 2025 is estimated to be approximately $68,618, of which $68,618 is expected to be ordinary income and $0 is expected to be capital gains, although these amounts will not be finalized until the 2024 tax returns are filed in 2025.
The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book-to-tax treatment of net operating losses, dividend re-designations and timing of the deductibility of certain business expenses, as applicable. To the extent these differences are permanent, they are charged or credited to additional paid-in capital, undistributed net investment income or undistributed net realized gains on investments, as appropriate.
The book-to-tax differences relating to distributions made to the Company’s stockholders resulted in reclassifications among certain capital accounts as follows:
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As of
December 31, 2024December 31, 2023December 31, 2022
Paid-in capital in excess of par value$(1,330)$(1,515)$(334)
Total distributable earnings (loss)1,330 1,515 334 
The cost and unrealized gain (loss) on the Company’s consolidated financial instruments, as calculated on a tax basis, were as follows (amounts calculated using book-to-tax differences as of the most recent fiscal year ended December 31, 2024, December 31, 2023 and December 31, 2022):
As of
December 31, 2024December 31, 2023December 31, 2022
Gross unrealized appreciation$38,155 $19,066 $6,529 
Gross unrealized depreciation(59,527)(52,242)(72,587)
Net unrealized appreciation (depreciation)$(21,372)$(33,176)$(66,058)
Tax cost of investments at year end$3,813,066 $3,226,720 $2,939,635 
At December 31, 2024 the Company had available for federal income tax purposes unused capital losses of approximately $17,387, of which $11,768 are short-term and $5,619 are long-term, that do not have an expiration date.

To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Company for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.



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(11) CONSOLIDATED FINANCIAL HIGHLIGHTS
The following are the financial highlights (dollar amounts in thousands, except per share amounts):
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022December 31, 2021December 31, 2020
Per Share Data:(1)
Net asset value, beginning of period$20.67 $19.81 $20.91 $20.08 $20.00 
Net investment income (loss)
2.48 2.67 2.08 2.34 1.41 
Net unrealized and realized gain (loss)(2)
(0.07)0.46 (1.26)0.52 (0.28)
Net increase (decrease) in net assets resulting from operations2.41 3.13 0.82 2.86 1.13 
Dividends declared(2.20)(2.27)(1.92)(2.07)(1.30)
Repurchase of common Stock0.01     
Issuance of common stock, net of underwriting and offering costs(0.08)  0.04 0.25 
Total increase (decrease) in net assets0.14 0.86 (1.10)0.83 0.08 
Net asset value, end of period$20.81 $20.67 $19.81 $20.91 $20.08 
Per share market value, end of period 20.66 n/an/an/an/a
Shares outstanding, end of period88,511,089 83,278,831 70,536,678 56,838,027 15,024,425 
Weighted average shares outstanding88,649,149 74,239,743 61,676,363 31,159,302 7,559,426 
Total return based on net asset value(3)
12.00 %16.40 %3.99 %14.83 %7.07 %
Total return based on market value(4)
11.19 %n/an/an/an/a
Ratio/Supplemental Data (all amounts in thousands except ratios and shares):
Net assets, end of period(5)
$1,842,156 $1,721,151 $1,397,305 $1,188,587 $301,620 
Ratio of net expenses to average net assets(5)
10.52 %11.14 %7.99 %6.77 %7.02 %
Ratio of expenses before waivers to average net assets(5)
11.38 %12.65 %9.55 %8.26 %8.20 %
Ratio of net investment income to average net assets(5)
11.83 %13.01 %9.97 %10.55 %6.62 %
Ratio of total contributed capital to total committed capital, end of periodn/a100.00 %86.48 %88.87 %20.57 %
Asset coverage ratio(6)
193.00 %215.00 %191.00 %195.00 %190.00 %
Portfolio turnover rate18.85 %11.98 %14.87 %27.18 %31.11 %
(1)The per share data was derived by using the weighted average shares outstanding during the period, except otherwise noted.
(2)The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.
(3)Total return (not annualized) is calculated assuming a purchase of Common Stock at the opening of the first day of the period and a sale on the closing of the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s DRIP.
(4)Total return based on market value is calculated as the change in market value per share during the respective periods, taking into account distributions, if any, reinvested in accordance with the Company’s DRIP. The beginning market value per share is based on the initial public offering price of $20.67 per share and not annualized.
(5)Amounts are annualized except for incentive fees, organization and offering costs and other expenses for which expense support was provided, as applicable.
(6)Effective December 17, 2019, in accordance with Section 61(a)(2) of the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to December 17, 2019, in accordance with the 1940 Act, with certain limited exceptions, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing.

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(12) SENIOR SECURITIES
The following is information about the Company's senior securities as of dates indicated in the table below:
Class and Period
Total Amount Outstanding Exclusive of Treasury Securities(1)
Asset Coverage per Unit(2)
Liquidating Preference per Unit(3)
Average Market Value per Unit
($in thousands)($in thousands)
2025 Notes
December 31, 2024$275,000 1,930  
N/A(4)
December 31, 2023$275,000 2,146  
N/A(4)
December 31, 2022$275,000 1,912  
N/A(4)
2027 Notes
December 31, 2024$425,000 1,930  
N/A(4)
December 31, 2023$425,000 2,146  
N/A(4)
December 31, 2022$425,000 1,912  
N/A(4)
2029 Notes
December 31, 2024$350,000 1,930  
N/A(4)
Truist Credit Facility
December 31, 2024$617,401 1,930  
N/A(4)
December 31, 2023$520,263 2,146  
N/A(4)
December 31, 2022$432,254 1,912  
N/A(4)
December 31, 2021$476,000 1,951  
N/A(4)
BNP Funding Facility
December 31, 2024$316,000 1,930  
N/A(4)
December 31, 2023$282,000 2,146  
N/A(4)
December 31, 2022$400,000 1,912  
N/A(4)
December 31, 2021$463,500 1,951  
N/A(4)
December 31, 2020$   
N/A(4)
CIBC Subscription Facility
December 31, 2024$   
N/A(4)
December 31, 2023$   
N/A(4)
December 31, 2022$   
N/A(4)
December 31, 2021$310,350 1,951  
N/A(4)
December 31, 2020$333,850 1,903  
N/A(4)
December 31, 2019$   
N/A(4)
(1)Total amount of each class of senior securities outstanding at the end of the period presented.
(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “ - ” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)Not applicable because the senior securities are not registered for public trading on a stock exchange.
(13) SEGMENT REPORTING

The Company operates through a single operating and reporting segment with an investment objective to generate current income and, to a lesser extent, capital appreciation, primarily from directly originated senior secured term loans. The Company’s chief operating decision maker (the “CODM”) includes the Chief Executive Officer, President, Chief Financial Officer, and Chief Operating Officer. The CODM uses the net increase (decrease) in net assets resulting from operations to assess the performance and makes operating decisions of the Company. The evaluation of this metric is used in determining the Company’s distribution policy, portfolio construction and deployment, and strategic initiatives. Segment assets are reflected on the accompanying consolidated statements of assets and liabilities as “total assets” and the significant segment expenses are listed on the accompanying consolidated statements of operations.
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(14) SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.
Pursuant to a Registration Statement on Form N-14 (File No. 333-283653), which went effective on January 14, 2025, the Company closed an exchange offer in which holders of the 2029 Notes that were restricted because they were issued in a private placement were offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. Through this exchange offer, holders representing 99.32% of the outstanding principal of the then restricted 2029 Notes obtained registered, unrestricted 2029 Notes.
On February 25, 2025, the Company amended and restated that certain senior secured revolving credit agreement with Truist Bank (the “A&R Credit Agreement”). The A&R Credit Agreement amended certain terms of the Truist Credit Facility, including, but not limited to, amendments to (a) increase the facility size from $1,300,000 to $1,450,000, (b) extend the revolving period and maturity date with respect to the loans and commitments held by the lenders who consented to the maturity extension until February 23, 2029 and February 25, 2030, respectively, (c) reprice the Truist Credit Facility to S + 1.775% and (d) modify certain covenant restrictions.
From January 1, 2025 through February 26, 2025, the Company repurchased 11,401 shares at an average price of $20.31, as part of the Company 10b5-1 plan
On February 27, 2025, the Board authorized an amended and restated share repurchase plan, or the Amended and Restated Company 10b5-1 Plan. Under the Amended and Restated Company 10b5-1 Plan, the Company may acquire up to $100 million in the aggregate of Common Stock at prices below its net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The Amended and Restated Company 10b5-1 Plan will terminate upon the earliest to occur of (i) 24-months from the commencement date of the original Company 10b5-1 Plan (refer to Note 8 “Net Assets” for information on the original Company 10b5-1 plan), (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Amended and Restated Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Amended and Restated Company 10b5-1 Plan.
On February 27, 2025, the Board declared a distribution of $0.50 per share, which is payable on April 25, 2025 to shareholders of record as of March 31, 2025.
.

167

Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of December 31, 2024 (the end of the period covered by this Report), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer) have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The Company’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with GAAP.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the Company’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the Company’s internal control over financial reporting as of December 31, 2024 was effective.
Attestation Report of the Registered Public Accounting Firm
Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting which is set forth under the heading “Report of our Independent Registered Public Accounting Firm.”
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred for the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended December 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
On February 25, 2025, we amended and restated that certain senior secured revolving credit agreement with Truist Bank (the “A&R Credit Agreement”). The A&R Credit Agreement amended certain terms of the Truist Credit Facility, including, but not limited to, amendments to (a) increase the facility size from $1,300,000 to $1,450,000, (b) extend the revolving period and maturity date with respect to the loans and commitments held by the lenders who consented to the maturity extension until February 23, 2029 and February 25, 2030, respectively, (c) reprice the Truist Credit Facility to S + 1.775% and (d) modify certain covenant restrictions.

168

The foregoing description is only a summary of the material provisions of the A&R Credit Agreement and is qualified in its entirety by reference to a copy of the A&R Credit Agreement, which is filed as an exhibit to this Annual Report on Form 10-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
169

PART III.
Item 10. Directors, Executive Officers and Corporate Governance
Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2025 annual meeting of stockholders. The Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A under the Exchange Act.
Information relating to our and the Adviser’s codes of ethics, which apply to, among others, our Chief Executive Officer and Chief Financial Officer, is included in “Part I, Item 1. Business-Regulation-Code of Ethics” of this Form 10-K.
Item 11. Executive Compensation
Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2025 annual meeting of stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2025 annual meeting of stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2025 annual meeting of stockholders.
Item 14. Principal Accountant Fees and Services
Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2025 annual meeting of stockholders.





170

PART IV.
Item 15. Exhibits

(a) Documents filed as part of this Report

The following documents are filed as part of this Report:

(1) Financial Statements - Financial statements are included in Item 8. See the Index to the consolidated financial statements on page 86 of this annual report on Form 10-K.

(2) Financial Statement Schedules - None. We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated statements or notes to the consolidated financial statements.

(3) Exhibits - The following is a list of all exhibits filed as a part of this annual report on Form 10-K, including those incorporated by reference. Please note that the agreements included as exhibits to this Form 10-K are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.
(b) Exhibits

Exhibit
3.1
3.2
4.1*
4.2
4.3
4.4
4.5
4.6
10.1
10.2
10.3
10.4
10.5
10.6**
10.7
171

Exhibit
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
172

Exhibit
10.20*
10.21
10.22
10.23
14.1
14.2
19.1*
21.1*
23.1*
31.1*
31.2*
32.1***
32.2***
99.7
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because XBRL tags are embedded within the Inline XBRL document
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herein.
**Management contract or compensatory plan or arrangement.
***Furnished herein.
173

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Morgan Stanley Direct Lending Fund
Dated: February 27, 2025
By:
/s/ Jeffrey S. Levin
Jeffrey S. Levin
Director and Chief Executive Officer (principal executive officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: February 27, 2025
By:
/s/ Jeffrey S. Levin
Jeffrey S. Levin
Director and Chief Executive Officer (principal executive officer)
Dated: February 27, 2025
By:
/s/ David Pessah
David Pessah
Chief Financial Officer
(principal financial officer)
Dated: February 27, 2025
By:
/s/ Jonathan Frohlinger
Jonathan Frohlinger
Principal Accounting Officer
Dated: February 27, 2025
By:
/s/ David Miller
David Miller
Chairman of the Board of Directors
Dated: February 27, 2025
By:
/s/ Joan Binstock
Joan Binstock
Director
Dated: February 27, 2025
By:
/s/ Bruce Frank
Bruce Frank
Director
Dated: February 27, 2025
By:
/s/ Kevin Shannon
Kevin Shannon
Director
Dated: February 27, 2025
By:/s/ Adam Metz
Adam Metz
Director

174
EX-4.1 2 exhibit41descriptionofsecu.htm EX-4.1 Document
EXHIBIT 4.1
DESCRIPTION OF SECURITIES

As of December 31, 2024, Morgan Stanley Direct Lending Fund (“we,” “our,” “us” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.001 per share.

Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Annual Report on Form 10-K to which this Description of Securities is attached as an exhibit.

The following description of our capital stock is based on relevant portions of the Delaware General Corporation Law (the “DGCL”) and on our certificate of incorporation and bylaws, each of which is filed as an exhibit to our Annual Report on Form 10-K of which this Exhibit 4.1 is a part. This summary is not necessarily complete, and we refer you to the DGCL and our certificate of incorporation and bylaws for a more detailed description of the provisions summarized below.

Capital Stock

Our authorized stock currently consists of 100,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), and 1,000,000 shares of preferred stock, par value $0.001 per share. Our Common Stock is traded on The New York Stock Exchange under the ticker symbol “MSDL”. There are no outstanding options or warrants to purchase shares of our Common Stock. No stock has been authorized for issuance under any equity compensation plan. Under Delaware law, our stockholders generally are not personally liable for our debts or obligations.

The following are our outstanding classes of securities as of December 31, 2024:

Title of Class(2) Amount authorized(3) Amount held by us or for Our Account(4) Amount Outstanding Exclusive of Amounts shown Under (3)
Common Stock100,000,000 — 88,511,089 
Preferred Stock1,000,000 — — 


All shares of our Common Stock have equal rights as to earnings, assets, dividends and other distributions and voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our Common Stock if, as and when authorized by our Board of Directors and declared by us out of assets legally available therefor. Shares of our Common Stock have no preemptive, exchange, conversion or redemption rights and are freely transferable, except when their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our Common Stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our Common Stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our Common Stock possess exclusive voting power. There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of Common Stock can elect all of our directors, and holders of less than a majority of such shares are not able to elect any directors.

Provisions of the DGCL and Our Certificate of Incorporation and Bylaws

Limitation on Liability of Directors and Officers; Indemnification and Advance of Expenses

The indemnification of our officers and directors is governed by Section 145 of the DGCL, our certificate of incorporation and bylaws. Section 145(a) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was


EXHIBIT 4.1
serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if (1) such person acted in good faith, (2) in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and (3) with respect to any criminal action or proceeding, such person had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation, and except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.

Section 145 of the DGCL further provides that to the extent that a present or former director or officer is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with such action, suit or proceeding. In all cases in which indemnification is permitted under subsections (a) and (b) of Section 145 (unless ordered by a court), it will be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the applicable standard of conduct has been met by the party to be indemnified. Such determination must be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (4) by the stockholders. The statute authorizes the corporation to pay expenses incurred by an officer or director in advance of the final disposition of a proceeding upon receipt of an undertaking by or on behalf of the person to whom the advance will be made, to repay the advances if it is ultimately determined that he or she was not entitled to indemnification. Section 145 of the DGCL also provides that indemnification and advancement of expenses permitted under such Section are not to be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. Section 145 of the DGCL also authorizes the corporation to purchase and maintain liability insurance on behalf of its directors, officers, employees and agents regardless of whether the corporation would have the statutory power to indemnify such persons against the liabilities insured.

Our certificate of incorporation provides that our directors will not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the current DGCL or as the DGCL may be amended. Section 102(b)(7) of the DGCL provides that the personal liability of a director to a corporation or its stockholders for breach of fiduciary duty as a director may be eliminated except for liability (1) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, relating to unlawful payment of dividends or unlawful stock purchases or redemption of stock or (4) for any transaction from which the director derives an improper personal benefit.

Our certificate of incorporation and bylaws provide for the indemnification of any person to the full extent permitted, and in the manner provided, by the current DGCL or as the DGCL may be amended. In addition, we have entered into indemnification agreements with each of our directors in order to effect the foregoing except to the extent that such indemnification would exceed the limitations on indemnification under section 17(h) of the 1940 Act.


EXHIBIT 4.1

As a BDC, we are not permitted to and will not indemnify our Adviser, any of our executive officers and directors, or any other person against liability arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office, or by reason of reckless disregard of obligations and duties of such person arising under contract or agreement.

Election of Directors

Our bylaws provide that the affirmative vote of a majority of the total votes cast “for” or “against” a nominee for director at a duly called meeting of stockholders at which a quorum is present is required to elect a director in an uncontested election. In a contested election, directors are elected by a plurality of the votes cast at a meeting of stockholders duly called and at which is a quorum is present. Under our bylaws, our Board of Directors may amend the bylaws to alter the vote required to elect directors.

Classified Board of Directors

Our Board of Directors is divided into three classes of directors serving staggered three-year terms, with the term of office of only one of the three classes expiring each year. At each annual meeting of stockholders, directors of the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the third succeeding annual meeting of stockholders following the meeting at which they were elected and until their successors are duly elected and qualified. A classified Board of Directors may render a change in control of us or removal of our incumbent management more difficult. We believe, however, that the longer time required to elect a majority of a classified Board of Directors helps to ensure the continuity and stability of our management and policies.

Number of Directors; Removal; Vacancies

Our certificate of incorporation and bylaws provide that the number of directors will be set only by the Board of Directors. Our bylaws provide that a majority of our entire Board of Directors may at any time increase or decrease the number of directors. However, unless our bylaws are amended, the number of directors may never be less than the four nor more than eight. Under the DGCL, unless the certificate of incorporation provides otherwise (which our certificate of incorporation does not), directors on a classified board such as our Board of Directors may be removed only for cause. Under our certificate of incorporation and bylaws, any vacancy on the Board of Directors, including a vacancy resulting from an enlargement of the Board of Directors, may be filled only by vote of a majority of the directors then in office.
The limitations on the ability of our stockholders to remove directors and fill vacancies could make it more difficult for a third-party to acquire, or discourage a third-party from seeking to acquire, control of us.

Action by Stockholders

Our certificate of incorporation provides that stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous written consent in lieu of a meeting. This may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals

Our bylaws provide that with respect to an annual meeting of stockholders, nominations of persons for election to the Board of Directors and the proposal of business to be considered by stockholders may be made only (1) by or at the direction of the Board of Directors, (2) pursuant to our notice of meeting or (3) by a stockholder who was a stockholder of record at the time of provision of notice, at the record date and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the advance notice procedures of the bylaws. With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of persons for election to the Board of Directors at a special meeting may be made only (1) by or at the direction of the Board of Directors or (2) provided that the special meeting has been called in accordance with our bylaws for the purposes of electing directors, by a stockholder who was a stockholder of record at the time of provision of notice, at the record date and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws.


EXHIBIT 4.1

The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our Board of Directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our Board of Directors, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our Board of Directors any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.

Calling of Special Meetings of Stockholders

Our bylaws provide that special meetings of stockholders may be called by our Board of Directors and certain of our officers. Additionally, our bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting the meeting, a special meeting of stockholders will be called by the secretary of the corporation upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.

Delaware Anti-Takeover Law

The DGCL contains provisions that could make it more difficult for a potential acquirer to acquire us by means of a tender offer, proxy contest or otherwise. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our Board of Directors. These measures may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders. Our Board of Directors has considered the implications of these provisions, including Section 203 of the DGCL, which is described in further detail below, and believes, however, that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because the negotiation of such proposals may improve their terms.

We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, these provisions prohibit a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

a.prior to such time, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
b.upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
c.at or subsequent to such time, the business combination is approved by the board of directors and authorized at a meeting of stockholders, by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 of the DGCL defines “business combination” to include the following:

a.any merger or consolidation involving the corporation and the interested stockholder;
b.any sale, transfer, pledge or other disposition (in one transaction or a series of transactions) of 10% or more of either the aggregate market value of all the assets of the corporation or the aggregate market value of all the outstanding stock of the corporation involving the interested stockholder;
c.subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
d.any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation owned by the interested stockholder; or


EXHIBIT 4.1
e.the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 of the DGCL defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any of these entities or persons.

The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.

Our Board of Directors may choose to adopt a resolution exempting from Section 203 of the DGCL any business combination between us and any other person, subject to prior approval of such business combination by our Board of Directors, including approval by a majority of our Independent Directors.

The Company is aware of certain recent federal and state court decisions regarding certain control share statutes in jurisdictions other than Delaware holding that such control share statutes are not consistent with the 1940 Act and acknowledges the possibility that a court may determine that Section 203 of the DGCL similarly conflicts with the 1940 Act. The Company’s bylaws provide that to the extent that any provision of the DGCL, including Section 203 of the DGCL, conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act shall control.

Conflict with 1940 Act

Our bylaws provide that, if and to the extent that any provision of the DGCL or any provision of our certificate of incorporation or bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.

Exclusive Forum

Our certificate of incorporation and bylaws provide that, to the fullest extent permitted by law, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or bylaws or the securities, antifraud, unfair trade practices or similar laws of any international, national, state, provincial, territorial, local or other governmental or regulatory authority, including, in each case, the applicable rules and regulations promulgated thereunder, or (4) any action asserting a claim governed by the internal affairs doctrine will be a federal or state court located in the state of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of our Common Stock will be deemed, to the fullest extent permitted by law, to have notice of and consented to these exclusive forum provisions and to have irrevocably submitted to, and waived any objection to, the exclusive jurisdiction of such courts in connection with any such action or proceeding and consented to process being served in any such action or proceeding, without limitation, by U.S. mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Company, with postage thereon prepaid. Our certificate of incorporation includes this provision so that we can respond to litigation more efficiently, reduce the costs associated with our responses to such litigation, particularly litigation that might otherwise be brought in multiple forums, and make it less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements. However, this exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that such stockholder believes is favorable for disputes with us or our directors, officers or other employees, if any, and may discourage lawsuits against us and our directors, officers or other employees, if any. Alternatively, if a court were to find such provision inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations. The exclusive forum provision does not apply to claims arising under the federal securities laws.

EX-10.20 3 ex10irstarrevolvingcredita.htm EX-10.20 Document
EXECUTION COPY

AMENDED AND RESTATED SENIOR SECURED
REVOLVING CREDIT AGREEMENT
dated as of
February 25, 2025
among
MORGAN STANLEY DIRECT LENDING FUND
as Borrower
The LENDERS And ISSUING BANKS Party Hereto
and
TRUIST BANK
as Administrative Agent
$1,450,000,000

__________________
TRUIST SECURITIES, INC.
as Joint Lead Arranger and Sole Book Runner
and
ING CAPITAL LLC, MUFG BANK, LTD. AND SUMITOMO MITSUI BANKING CORPORATION
as Joint Lead Arrangers

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ARTICLE I DEFINITIONS1
SECTION 1.01.Defined Terms1
SECTION 1.02.Classification of Loans and Borrowings57
SECTION 1.03.Terms Generally57
SECTION 1.04.Accounting Terms; GAAP57
SECTION 1.05.Currencies; Currency Equivalents.58
SECTION 1.06.Divisions59
SECTION 1.07.Rates59
SECTION 1.08.Letter of Credit Amounts59
SECTION 1.09.Issuers60
SECTION 1.10.Reclassification 6060
SECTION 1.11.Concurrent Transactions60
SECTION 1.12.Outstanding Indebtedness60
ARTICLE II THE CREDITS61
SECTION 2.01.The Commitments61
SECTION 2.02.Loans and Borrowings.61
SECTION 2.03.Requests for Syndicated Borrowings.62
SECTION 2.04.Swingline Loans.64
SECTION 2.05.Letters of Credit.66
SECTION 2.06.Funding of Borrowings.73
SECTION 2.07.Interest Elections.73
SECTION 2.08.Termination, Reduction or Increase of the Commitments.75
SECTION 2.09.Repayment of Loans; Evidence of Debt.79
SECTION 2.10.Prepayment of Loans.81
SECTION 2.11.Fees.85
SECTION 2.12.Interest.87
SECTION 2.13.Inability to Determine Interest Rates; Benchmark Replacement88
SECTION 2.14.Increased Costs.92
SECTION 2.15.Break Funding Payments94
SECTION 2.16.Taxes.94
SECTION 2.17.Payments Generally; Pro Rata Treatment: Sharing of Set-offs.99
SECTION 2.18.Mitigation Obligations; Replacement of Lenders.101

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SECTION 2.19.Defaulting Lenders. 92102101
SECTION 2.20.Reallocation Following a Non-Extended Commitment102
Termination Date106
SECTION 2.21.Illegality108
SECTION 2.22.Reallocation of Existing Loans109
ARTICLE III REPRESENTATIONS110
SECTION 3.01.Organization; Powers110
SECTION 3.02.Authorization; Enforceability110
SECTION 3.03.Governmental Approvals; No Conflicts110
SECTION 3.04.Financial Condition; No Material Adverse Effect111
SECTION 3.05.Litigation111
SECTION 3.06.Compliance with Laws and Agreements111
SECTION 3.07.Taxes111
SECTION 3.08.ERISA112
SECTION 3.09.Disclosure112
SECTION 3.10.Investment Company Act; Margin Regulations.112
SECTION 3.11.Material Agreements and Liens.113
SECTION 3.12.Subsidiaries and Investments.113
SECTION 3.13.Properties.113
SECTION 3.14.Affiliate Agreements114
SECTION 3.15.Sanctions and Anti-Corruption Laws114
SECTION 3.16.Patriot Act114
SECTION 3.17.Collateral Documents114
SECTION 3.18.EEA Financial Institutions115
SECTION 3.19.Outbound Investment Rules115
ARTICLE IV CONDITIONS115
SECTION 4.01.Restatement Effective Date115
SECTION 4.02.Each Credit Event117
ARTICLE V AFFIRMATIVE COVENANTS118
SECTION 5.01.Financial Statements and Other Information118
SECTION 5.02.Notices of Material Events120
SECTION 5.03.Existence; Conduct of Business121

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SECTION 5.04.Payment of Obligations121
SECTION 5.05.Maintenance of Properties; Insurance121
SECTION 5.06.Books and Records; Inspection and Audit Rights121
SECTION 5.07.Compliance with Laws122
SECTION 5.08.Certain Obligations Respecting Subsidiaries; Further
Assurances.122
SECTION 5.09.Use of Proceeds124
SECTION 5.10.Status of RIC and BDC124
SECTION 5.11.Investment Policies125
SECTION 5.12.Portfolio Valuation and Diversification Etc.125
SECTION 5.13.Calculation of Borrowing Base130
ARTICLE VI NEGATIVE COVENANTS138
SECTION 6.01.Indebtedness139
SECTION 6.02.Liens141
SECTION 6.03.Fundamental Changes142
SECTION 6.04.Investments144
SECTION 6.05.Restricted Payments146
SECTION 6.06.Certain Restrictions on Significant Subsidiaries146
SECTION 6.07.Certain Financial Covenants.147
SECTION 6.08.Transactions with Affiliates147
SECTION 6.09.Lines of Business148
SECTION 6.10.No Further Negative Pledge148
SECTION 6.11.Modifications of Longer-Term Indebtedness Documents149
SECTION 6.12.Payments of Longer-Term Indebtedness150
SECTION 6.13.SBIC Guarantee151
SECTION 6.14Sanctions and Anti-Corruption Laws151
SECTION 6.15.Outbound Investment Rules151
ARTICLE VII EVENTS OF DEFAULT152
ARTICLE VIII THE ADMINISTRATIVE156
SECTION 8.01.Appointment of the Administrative Agent156
SECTION 8.02.Capacity as Lender156
SECTION 8.03.Limitation of Duties; Exculpation156

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SECTION 8.04.Reliance157
SECTION 8.05.Sub-Agents157
SECTION 8.06.Resignation; Successor Administrative Agent157
SECTION 8.07.Reliance by Lenders158
SECTION 8.08.Modifications to Loan Documents159
SECTION 8.09.Erroneous Payments.159
ARTICLE IX MISCELLANEOUS162
SECTION 9.01.Notices; Electronic Communications.162
SECTION 9.02.Waivers; Amendments.164
SECTION 9.03.Expenses; Indemnity; Damage Waiver.168
SECTION 9.04.Successors and Assigns.171
SECTION 9.05.Survival176
SECTION 9.06.Counterparts; Integration; Effectiveness; Electronic Execution.177
SECTION 9.07.Severability177
SECTION 9.08.Right of Setoff177
SECTION 9.09.Governing Law; Jurisdiction; Etc.178
SECTION 9.10.WAIVER OF JURY TRIAL178
SECTION 9.11.Judgment Currency179
SECTION 9.12.Headings179
SECTION 9.13.Treatment of Certain Information; No Fiduciary Duty; Confidentiality.179
SECTION 9.14.USA PATRIOT Act 160181181
SECTION 9.15.Acknowledgement and Consent to Bail-In of Affected Financial Institutions182
SECTION 9.16.Certain ERISA Matters182
SECTION 9.17.Acknowledgement Regarding Any Supported QFCs184
SECTION 9.18.Termination of Commitment of Non-Extending Lenders185
SECTION 9.19.Representations and Warranties of the Lenders185
SECTION 9.20.Effect of Amendment and Restatement of the Existing Credit Agreement186
SCHEDULE 1.01(a)    -    Approved Dealers and Approved Pricing Services
SCHEDULE 1.01(b)    -    Commitments
SCHEDULE 1.01(c)    -    Industry Classification Group List
SCHEDULE 2.05    -    Issuing Bank Exposures
SCHEDULE 3.11    -    Material Agreements and Liens
SCHEDULE 3.12(a)    -    Subsidiaries

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SCHEDULE 3.12(b)    -    Investments
SCHEDULE 6.08    -    Transactions with Affiliates
SCHEDULE 8    -    Excluded Assets

EXHIBIT A    -    Form of Assignment and Assumption
EXHIBIT B    -    Form of Borrowing Base Certificate
EXHIBIT C    -    Form of Borrowing Request
EXHIBIT D    -    Form of Increasing Lender/Joining Lender Agreement
EXHIBIT E    -    Form of Revolving Promissory Note
EXHIBIT F    -    Form of U.S. Tax Compliance Certificate


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AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 25, 2025 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation (the “Borrower”), the LENDERS AND ISSUING BANKS party hereto, and TRUIST BANK, as Administrative Agent.
Pursuant to the Senior Secured Revolving Credit Agreement dated as of July 16, 2021 (the “Original Effective Date”), among the Borrower, the lenders and issuing banks party thereto (collectively, the “Existing Lenders”) and the Administrative Agent (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of December 3, 2021, that certain Second Amendment to Senior Secured Revolving Credit Agreement, dated as of May 20, 2022, that certain Third Amendment to Senior Secured Revolving Credit Agreement, dated as of January 31, 2023, and that certain Fourth Amendment to Senior Secured Revolving Credit Agreement, dated as of April 19, 2024, and as further amended, supplemented or otherwise modified prior to the Restatement Effective Date, the “Existing Credit Agreement”), the Existing Lenders agreed to make extensions of credit to the Borrower on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Borrower.
The Borrower has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Borrower pursuant to the terms of this Agreement, and the Lenders (including the Existing Lenders party hereto) and Issuing Banks have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrower under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans and other obligations outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement on and after the Restatement Effective Date, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification provisions accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Restatement Effective Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement).
The parties hereto hereby agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01.Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
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2025 Notes” means the Borrower’s $275,000,000 aggregate principal amount notes due September 13, 2025 issued in September 2022.
2027 Notes” means the Borrower’s $425,000,000 aggregate principal amount notes due February 11, 2027 issued in February 2022.
2029 Notes” means the Borrower’s $350,000,000 aggregate principal amount notes due May 17, 2029 issued in May 2024.
ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, denominated in Dollars and bearing interest at a rate determined by reference to the Alternate Base Rate.
Adjusted Covered Debt Balance” means, on any date, the aggregate Covered Debt Amount on such date minus the aggregate amount of Cash and Cash Equivalents included in the Portfolio Investments held by the Obligors (provided that Cash Collateral for outstanding Letters of Credit shall not be treated as a portion of the Portfolio Investments).
Adjusted Gross Borrowing Base” means (i) the Gross Borrowing Base plus, (ii) at the Borrower’s option, the amount of any cash held in any “collection” (or similar) account of any Excluded Asset that is a “collateralized loan obligation” (a “CLO”) or is otherwise subject to a third-party financing whereby a trustee or similar third party administers the “collection” (or similar) account and periodic “waterfall” payments therefrom, in each case, that is reflected on a “payment date schedule” or similar distribution statement (in each case, which may be a draft so long as the amount to be distributed has been finalized) to be irrevocably distributed (subject only to the lapse of time for a period not to exceed thirty (30) days from the date of such schedule or statement), directly or indirectly, to an Obligor on the next payment date or similar distribution date for such CLO or Excluded Asset.
Adjusted Term Benchmark Rate” means (a) for the Interest Period for any Term Benchmark Borrowing denominated in Euros, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (i) the Term Benchmark Rate for such Interest Period for Euros multiplied by (ii) the Statutory Reserve Rate for such Interest Period and (b) for the Interest Period for any Term Benchmark Borrowing denominated in a Currency (other than Euros) an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the Term Benchmark Rate for such Interest Period for such Currency.
Administrative Agent” means Truist, in its capacity as administrative agent for the Lenders hereunder.
Administrative Agent’s Account” means, for each Currency, an account in respect of such Currency designated by the Administrative Agent in a notice to the Borrower and the Lenders.
Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.
Advance Rate” has the meaning assigned to such term in Section 5.13.
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Affected Currency” has the meaning assigned to such term in Section 2.13.
Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
Affiliate” means, with respect to a specified Person at any time, another Person that at such time directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified at such time. Anything herein to the contrary notwithstanding, the term “Affiliate” shall not include any Person that constitutes an Investment held by any Obligor or Financing Subsidiary in the ordinary course of business; provided that the term “Affiliate” shall include each Subsidiary of the Borrower.
Affiliate Agreements” means (a) that certain Amended and Restated Investment Advisory Agreement, dated as of January 24, 2024, by and between Morgan Stanley Direct Lending fund and MS Capital Partners Adviser Inc. and (b) that certain Administration Agreement, dated as of November 25, 2019, by and between Morgan Stanley Direct Lending Fund and MS BDC Administrative Services LLC.
Agreed Foreign Currency” means, at any time, (i) any of Canadian Dollars, Sterling, Euros, Japanese Yen, Australian Dollars, Swiss Franc, Swedish Krona and New Zealand Dollars, and (ii) with the agreement of each Multicurrency Lender, any other Foreign Currency, so long as, in respect of any such specified Foreign Currency or other Foreign Currency, at such time (a) such Foreign Currency is dealt with in the relevant market for obtaining quotations, and (b) no central bank or other governmental authorization in the country of issue of such Foreign Currency (including, in the case of the Euro, any authorization by the European Central Bank) is required to permit use of such Foreign Currency by any Multicurrency Lender for making any Loan hereunder and/or to permit the Borrower to borrow and repay the principal thereof and to pay the interest thereon, unless such authorization has been obtained and is in full force and effect.
Agreement” has the meaning assigned to such term in the preamble to this Agreement.
Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) zero and (b) the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate for such day plus 1/2 of 1% and (iii) the rate per annum equal to Term SOFR plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR (or successor therefor) as set forth above shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR (or successor therefor), respectively. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain a quotation in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b)(ii) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist.
Anti-Corruption Laws” has the meaning assigned to such term in Section 3.15.
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Applicable Dollar Percentage” means, with respect to any Dollar Lender, the percentage of the total Dollar Commitments represented by such Dollar Lender’s Dollar Commitment. If the Dollar Commitments have terminated or expired, the Applicable Dollar Percentages shall be determined based upon the Dollar Commitments most recently in effect, giving effect to any assignments; provided that, for the avoidance of doubt, on and after the Non-Extended Commitment Termination Date for any Non-Extending Lender, the Applicable Dollar Percentage of such Non-Extending Lender that is a Dollar Lender shall be 0%.
Applicable Financial Statements” means, as at any date, the most-recent audited financial statements of the Borrower delivered to the Lenders; provided that if immediately prior to the delivery to the Lenders of new audited financial statements of the Borrower a Material Adverse Effect (the “Pre-existing MAE”) shall exist (regardless of when it occurred), then the “Applicable Financial Statements” as at said date means the Applicable Financial Statements in effect immediately prior to such delivery until such time as the Pre-existing MAE shall no longer exist.
Applicable Multicurrency Percentage” means, with respect to any Multicurrency Lender, the percentage of the total Multicurrency Commitments represented by such Multicurrency Lender’s Multicurrency Commitment. If the Multicurrency Commitments have terminated or expired, the Applicable Multicurrency Percentages shall be determined based upon the Multicurrency Commitments most recently in effect, giving effect to any assignments; provided that, for the avoidance of doubt, on and after the Non-Extended Commitment Termination Date for any Non-Extending Lender, the Applicable Multicurrency Percentage of such Non-Extending Lender that is a Multicurrency Lender shall be 0%.
Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments; provided that, for the avoidance of doubt, on and after the Non-Extended Commitment Termination Date for any Non-Extending Lender, the Applicable Percentage of such Non-Extending Lender shall be 0%.
Approved Dealer” means (a) in the case of any Investment that is not a U.S. Government Security, a bank or a broker-dealer registered under the Securities Exchange Act of 1934, as amended, of nationally recognized standing or an Affiliate thereof, (b) in the case of a U.S. Government Security, any primary dealer in U.S. Government Securities, and (c) in the case of any foreign Investment, any foreign bank or broker-dealer of internationally recognized standing or an Affiliate thereof, in the case of each of clauses (a), (b) and (c) above, either as set forth on Schedule 1.01(a) or any other bank or broker-dealer or Affiliate thereof acceptable to the Administrative Agent in its reasonable determination.
Approved Pricing Service” means a pricing or quotation service either: (a) as set forth in Schedule 1.01(a) or (b) any other pricing or quotation service approved by the Investment Adviser (so long as it has the necessary delegated authority) or the board of directors (or the appropriate committee thereof with the necessary delegated authority) of the Borrower and designated in writing by the Borrower to the Administrative Agent (which designation, if approved by the board of directors of the Borrower, shall be accompanied by a copy of a resolution of the board of directors of the Borrower (or the appropriate committee thereof with
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the necessary delegated authority) that such pricing or quotation service has been approved by the Borrower).
Approved Third-Party Appraiser” means each of (a) Murray, Devine & Co., (b) Houlihan Lokey, Inc., (c) Lincoln International LLC, (d) Duff & Phelps Corporation, (e) Valuation Research Corporation, (f) Alvarez & Marsal, (g) Citrin Cooperman, (h) Kroll, LLC and (i) any other third party appraiser selected by the Borrower in its reasonable discretion. As used in Section 5.12, an “Approved Third-Party Appraiser selected by the Administrative Agent” shall mean any of the firms identified in the preceding sentence and any other Independent nationally recognized third-party appraisal firm identified by the Administrative Agent and consented to by the Borrower (such consent not to be unreasonably withheld).
Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form reasonably acceptable to the Administrative Agent and the Borrower.
Assuming Lender” has the meaning assigned to such term in Section 2.08(e).
Australian Dollars” means the lawful currency of The Commonwealth of Australia.
Availability Period” means (a) in the case of any Extending Lender (with respect to such Extending Lender’s Extended Loans), the Extended Availability Period or (b) in the case of any Non-Extending Lender (with respect to such Non-Extending Lender’s Non-Extended Loans), the Non-Extended Availability Period for such Non-Extending Lender, as applicable.
Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any available Currency, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.13(e).
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other
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financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
Base Rate Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.
Basel III” means the agreements on capital requirements, leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision on December 16, 2010, each as amended, supplemented or restated.
Basel IV” means any amendment, replacement or refinement of Basel III known as “Basel IV”.
BBSY” has the meaning assigned to such term in clause (d) of the definition of “Term Benchmark Rate”.
BBSY Screen Rate” has the meaning assigned to such term in clause (d) of the definition of “Term Benchmark Rate”.
Benchmark” means, initially, with respect to any Loans denominated in (a) Dollars, the Term SOFR Reference Rate, (b) Canadian Dollars, the Term CORRA Reference Rate, (c) Sterling or Swiss Francs, the Daily Simple RFR for such Currency, and (d) any other Agreed Foreign Currency, the Adjusted Term Benchmark Rate for such Currency; provided that, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Term SOFR Reference Rate, the Term CORRA Reference Rate, the Daily Simple RFR or the Adjusted Term Benchmark Rate for such Currency, as applicable, then “Benchmark” shall mean the applicable Benchmark Replacement for such Currency to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.13(b).
Benchmark Replacement” means, with respect to any Benchmark Transition Event for any then-current Benchmark, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, other than in the case of the replacement of the Term SOFR Reference Rate, such alternative shall be the alternative set forth in clause (2) below:
(1)    the sum of: (a) Daily Simple SOFR and (b) 0.10%; and
(2)    the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Currency 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 in the United States for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Currency at such time and (b) the related Benchmark Replacement Adjustment.
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If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark for a Currency 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 for the applicable Currency giving due consideration to (i) 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 (ii) 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 syndicated credit facilities denominated in the applicable Currency in the U.S. syndicated loan market at such time.
Benchmark Replacement Date” means, (x) with respect to any Benchmark (other than the Term SOFR Reference Rate), the earliest to occur of the following events with respect to such then-current Benchmark and (y) with respect to the Term SOFR Reference Rate, a date and time determined by the Administrative Agent in its reasonable discretion, which date shall be no later than the earlier to occur of the following events with respect to such then-current Benchmark:
(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a)    the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(2)    in the case of clause (3) 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 the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
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Benchmark Transition Event” means, with respect to any then-current Benchmark, the occurrence of one or more of the following events with respect to such Benchmark:
(1)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(2)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), including the Board or the Federal Reserve Bank of New York or the Bank of Canada, as applicable, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component thereof), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component thereof) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component thereof), which states that the administrator of such Benchmark (or such component thereof) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(3)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
Benchmark Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with Section 2.13(b) and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with Section 2.13(b).
Beneficial Ownership Certification” means, for a “legal entity customer” (as such term is defined in the Beneficial Ownership Regulation), a certification regarding beneficial ownership or control to the extent required by the Beneficial Ownership Regulation.
Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
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Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
BKBM” has the meaning assigned to such term in clause (e) of the definition of “Term Benchmark Rate”.
BKBM Screen Rate” has the meaning assigned to such term in clause (e) of the definition of “Term Benchmark Rate”.
Board” means the Board of Governors of the Federal Reserve System of the United States of America (or any successor thereof).
Borrower” has the meaning assigned to such term in the preamble to this Agreement.
Borrower Asset Coverage Ratio” means the ratio, determined for the Obligors, without duplication, of (a) (i) Total Assets minus (ii) Total Assets Concentration Limitation to (b) Total Secured Debt.
Borrower Net Worth” means, as of any date of determination, (a) Total Assets as of such date minus (b) the sum of (i) Total Assets Concentration Limitation as of such date plus (ii) Total Secured Debt as of such date.
Borrowing” means (a) all Syndicated ABR Loans of the same Class made, converted or continued on the same date, (b) all Term Benchmark Loans of the same Class denominated in the same Currency that have the same Interest Period, (c) all RFR Loans of the same Class denominated in the same Currency, (d) a Swingline Loan or (e) a Pro-Rata Borrowing.
Borrowing Base” has the meaning assigned to such term in Section 5.13.
Borrowing Base Certificate” means a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit B (or such other form as shall be reasonably acceptable to the Administrative Agent) and appropriately completed.
Borrowing Base Deficiency” means, at any date on which the same is determined, the amount, if any, that (a) the aggregate Covered Debt Amount as of such date exceeds (b) the Borrowing Base as of such date.
Borrowing Request” means a request by the Borrower for a Syndicated Borrowing in accordance with Section 2.03, which, if in writing, shall be substantially in the form of Exhibit C (or such other form as shall be reasonably acceptable to the Administrative Agent).
Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed;
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provided that (a) when used in relation to Term Benchmark Loans or any interest rate settings, fundings, disbursements, settlements or payments of any such Term Benchmark Loan, or any other dealings in the applicable Currency of such Term Benchmark Loan, the term “Business Day” shall also exclude any day that is not a Term Benchmark Banking Day for such Currency and (b) when used in relation to RFR Loans or any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Currency of such RFR Loan, the term “Business Day” shall also exclude any day that is not an RFR Business Day for such Currency.
Calculation Amount” means, as of the end of any Testing Period, an amount equal to the greater of: (a) the amount equal to (i) 125% of the Adjusted Covered Debt Balance (as of the end of such Testing Period) minus (ii) the aggregate Value of all Quoted Investments (including, without duplication, Market Value Investments) included in the Borrowing Base (as of the end of such Testing Period), and (b) 10% of the aggregate Value of all Unquoted Investments included in the Borrowing Base (as of the end of such Testing Period); provided that in no event shall more than 25% (or, if clause (b) applies, 10%, or as near thereto as reasonably practicable) of the aggregate Value of all Unquoted Investments in the Borrowing Base be subject to testing by the Administrative Agent pursuant to Section 5.12(b)(ii)(E) in respect of any applicable Testing Period; and provided, further, that notwithstanding anything to the contrary in this Agreement, Market Value Investments shall be deemed to be Quoted Investments for purposes of this definition.
Canadian Dollars” means the lawful currency of Canada.
Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the rate per annum equal to Term CORRA plus 1%; provided, that if any of the above rates shall be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or Term CORRA shall be effective from and including the effective date of such change in the PRIMCAN Index or Term CORRA, respectively.
Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or finance leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. Notwithstanding any other provision contained herein, any change in GAAP after December 15, 2018 that would require an operating lease to be treated similar to a capital lease shall not be given effect hereunder.
Capital Stock” of any Person means any and all shares of corporate stock (however designated) of, and any and all other Equity Interests and participations representing ownership interests (including membership interests and limited liability company interests) in, such Person.
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Cash” means any immediately available funds in Dollars or in any currency other than Dollars (measured in terms of the Dollar Equivalent thereof) which is a freely convertible currency.
Cash Collateralize” means, in respect of a Letter of Credit or any obligation hereunder, to provide and pledge cash collateral pursuant to Section 2.05(k), at a location and pursuant to documentation in form and substance reasonably satisfactory to Administrative Agent and each Issuing Bank. “Cash Collateral”, “Cash Collateralized” and “Cash Collateralization” shall have meanings correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
Cash Equivalents” means investments (other than Cash) that are one or more of the following obligations:
(a)    U.S. Government Securities, in each case maturing within one year from the date of acquisition thereof;
(b)    investments in commercial paper or other short-term corporate obligations maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s (or if only one of S&P or Moody’s provides such rating, such investment shall also have an equivalent credit rating from any other rating agency);
(c)    investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof (i) issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof or under the laws of the jurisdiction or any constituent jurisdiction thereof in which the Principal Financial Center in respect of any Agreed Foreign Currency is located; provided that such certificates of deposit, banker’s acceptances and time deposits are held in a securities account (as defined in the Uniform Commercial Code) through which the Collateral Agent can perfect a security interest therein and (ii) having, at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s (or if only one of S&P or Moody’s provides such rating, such investment shall also have an equivalent credit rating from any other rating agency);
(d)    fully collateralized repurchase agreements with a term of not more than 30 days from the date of acquisition thereof for U.S. Government Securities and entered into with (i) a financial institution satisfying the criteria described in clause (c) of this definition or (ii) an Approved Dealer having (or being a member of a consolidated group having) at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s (or if only one of S&P or Moody’s provides such rating, such Approved Dealer shall also have an equivalent credit rating from any other rating agency);
(e)    investments in (x) money market funds that invest, and which are restricted by their respective charters to invest, substantially all of their assets in
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investments of the type described in the immediately preceding clauses (a) through (d) above (including as to credit quality and maturity);
(f)    a Reinvestment Agreement;
(g)    money market funds that have, at all times, credit ratings of “Aaa” and “MR1+” by Moody’s and “AAAm” or “Aam-G” by S&P, respectively; and
(h)    any of the following offered by the Custodian (or any successor custodian or other entity acting in a similar capacity with respect to the Borrower) (I) money market deposit accounts, (II) eurodollar time deposits, (III) commercial eurodollar sweep services or (IV) open commercial paper services, in each case having, at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s and maturing not later than two hundred seventy (270) days from the date of acquisition thereof;
provided that (i) in no event shall Cash Equivalents include any obligation that provides for the payment of interest alone (for example, interest-only securities or “IOs”); (ii) if any of Moody’s or S&P changes its rating system, then any ratings included in this definition shall be deemed to be an equivalent rating in a successor rating category of Moody’s or S&P, as the case may be; (iii) Cash Equivalents (other than U.S. Government Securities, certificates of deposit, repurchase agreements or the money market funds described in clause (e) of this definition of “Cash Equivalents”) shall not include any such investment representing more than 10% of total assets of the Borrower and its Subsidiaries in any single issuer; and (iv) in no event shall Cash Equivalents include any obligation that is not denominated in Dollars or an Agreed Foreign Currency.
Central Bank Rate” means the greater of (A) the sum of (i) for any Loan denominated in (x) Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (y) Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time or (z) any other Agreed Foreign Currency, a central bank rate as determined by the Administrative Agent in its reasonable discretion; plus (ii) the applicable Central Bank Rate Adjustment and (B) 0%.
Central Bank Rate Adjustment” means, for any date, for any Loan denominated in (A) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Daily Simple RFR for Sterling for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest SONIA applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period, (B) Euro, a rate equal to the difference (which may be a positive or negative value or
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zero) of (i) the average of the Adjusted Term Benchmark Rate for Euros for the five most recent Term Benchmark Banking Days for Euro preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Screen Rate applicable during such period of five Term Benchmark Banking Days for Euro) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Term Benchmark Banking Day for Euro in such period and (C) any other Agreed Foreign Currency, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion.  For the purposes of this definition, (x) the term “Central Bank Rate” shall be determined disregarding clause (A)(ii) of the definition of such term and (y) the Adjusted Term Benchmark Rate for Euros on any day shall be based on the EURIBOR Screen Rate, on such day at approximately the time referred to in the definition of such term for deposits in Euro for a maturity of one month.
Change in Control” means the Investment Adviser ceases to be the investment advisor for the Borrower.
Change in Law” means the occurrence, after the Restatement Effective Date (or with respect to a Person becoming a Lender by assignment or joinder after the Restatement Effective Date, the effective date thereof), of (a) the adoption of any law, treaty or governmental rule or regulation or any change in any law, treaty or governmental rule or regulation or in the interpretation, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule or regulation was issued or enacted prior to the Restatement Effective Date), but excluding proposals thereof, or any determination of a court or Governmental Authority, (b) any guideline, request or directive by any Governmental Authority (whether or not having the force of law) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the Restatement Effective Date (or with respect to a Person becoming a Lender by assignment or joinder after the Restatement Effective Date, the effective date thereof) or (c) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, in each case adopted after the Restatement Effective Date (or with respect to a Person becoming a Lender by assignment or joinder after the Restatement Effective Date, the effective date thereof). For the avoidance of doubt, all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued (i) by any United States regulatory authority under or in connection with the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), in each case pursuant to Basel III or Basel IV, shall in each case be deemed to be a “Change in Law”, regardless of the date adopted, issued, promulgated or implemented.
Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are Syndicated Dollar Loans, Syndicated Multicurrency Loans or Swingline Loans; when used in reference to any Lender’s (i) Class of Commitment, refers to whether such Lender is a Dollar Lender or a Multicurrency Lender and (ii) Class of Final Maturity Date, refers to whether such Lender is an Extending Lender or a Non-Extending Lender; and, when used in reference to any Commitment, refers to whether such Commitment is a Dollar Commitment or a Multicurrency Commitment. The “Class” of a Letter
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of Credit refers to whether such Letter of Credit is a Dollar Letter of Credit or a Multicurrency Letter of Credit.
CLO Securities” means debt securities, mezzanine securities, equity securities, residual interests or composite or combination securities (i.e. securities consisting of a combination of debt and equity securities that are issued in effect as a unit) including synthetic securities that provide synthetic credit exposure to debt securities, mezzanine securities, equity securities, residual interests or composite or combination securities (or other investments, including any interests held to comply with applicable risk retention requirements, that similarly represent an investment in underlying pools of leveraged portfolios), that, in each case, entitle the holders thereof to receive payments that (i) depend on the cash flow from a portfolio consisting primarily of ownership interests in debt securities, corporate loans or asset-backed securities or (ii) are subject to losses owing to credit events (howsoever defined) under credit derivative transactions with respect to debt securities, corporate loans or asset-backed securities.
Code” means the Internal Revenue Code of 1986, as amended from time to time.
Collateral” has the meaning assigned to such term in the Guarantee and Security Agreement.
Collateral Agent” means Truist in its capacity as Collateral Agent under the Guarantee and Security Agreement and the other Security Documents, and includes any successor Collateral Agent thereunder.
Collateral Pool” means, at any time, each Portfolio Investment that has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent and is subject to the Lien of the Guarantee and Security Agreement, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein and in which the Collateral Agent has a first-priority perfected Lien as security for the Secured Obligations (as defined in the Guarantee and Security Agreement) (subject to any Permitted Lien), provided that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected (other than, for a period of up to 7 days (or such longer period up to thirty (30) days as the Administrative Agent may agree in its reasonable sole discretion), customary rights of setoff, banker’s lien, security interest or other like right upon deposit accounts and securities accounts of such Obligor in which such Portfolio Investments are held) security interest pursuant to a valid Uniform Commercial Code filing, such Portfolio Investment may be included in the Collateral Pool so long as all remaining actions to complete “Delivery” are satisfied in full within 7 days of such inclusion (or such longer period up to thirty (30) days as the Administrative Agent may agree in its reasonable sole discretion).
Combined Debt Amount” means, as of any date, (i) the aggregate Commitments as of such date (or, if greater, the Revolving Credit Exposures of all Lenders as of such date) plus (ii) the aggregate amount of outstanding Designated Indebtedness (as such term is defined in the Guarantee and Security Agreement) and, without duplication, the aggregate amount of unused commitments under any Designated Indebtedness (as such term is defined in the Guarantee and Security Agreement) that have not expired or been terminated.
Commitment Increase” has the meaning assigned to such term in Section 2.08(e).
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Commitment Increase Date” has the meaning assigned to such term in Section 2.08(e).
Commitment Termination Date” means the Extended Commitment Termination Date or the relevant Non-Extended Commitment Termination Date, as applicable.
Commitments” means, collectively, the Dollar Commitments and the Multicurrency Commitments.
Concurrent Transactions” means, with respect to any proposed action or transaction hereunder, (a) any acquisition or sale of Portfolio Investments or other property or assets, (b) any payment of outstanding Loans, Cash Collateralization of Letters of Credit as contemplated by Section 2.04(k), or payment of other Indebtedness that is included in the Covered Debt Amount, (c) any return of capital or other distribution or receipt of cash from any Investment, (d) any incurrence of Indebtedness and the use of proceeds thereof, (e) any sale of Equity Interests of the Borrower, and (f) any pro forma adjustments related to any of the actions or transactions described in the foregoing clauses (a) through (e), in each case, (x) that occurs substantially simultaneously with (and in any event within twenty-four (24) hours of) such proposed action or transaction and (y) is evidenced by a current Borrowing Base Certificate delivered by the Borrower (which may include any activities permitted to be included under clause (x) above).
Conforming Changes” means with respect to the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Term Benchmark Rate”, the definition of “Alternate Base Rate”, the definition of “Canadian Prime Rate”, the definition of “Business Day”, the definition of “Term Benchmark Banking Day”, the definition of “U.S. Government Securities Business Day”, the definition of “Interest Period”, the definition of “Daily Simple RFR”, the definition of “RFR”, the definition of “RFR Business Day”, the definition of “RFR Interest Day”, the definition of “RFR Reference Day”, or any similar or analogous definition, 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 2.15 and other technical, administrative or operational matters) that the Administrative Agent (after consultation with the Borrower) decides in its reasonable discretion 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 (after consultation with the Borrower) determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
Consolidated Asset Coverage Ratio” means the ratio, determined on a consolidated basis for Borrower and its Subsidiaries, without duplication, in accordance with
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GAAP, of (a) the value of total assets of the Borrower and its Subsidiaries, less all liabilities and indebtedness not represented by Senior Securities to (b) the aggregate amount of Senior Securities representing indebtedness of Borrower and its Subsidiaries (including this Agreement), in each case as determined pursuant to the Investment Company Act and any orders, declarations, opinions, relief or letters issued by the SEC or any other government or regulatory authority, including any exemptive relief or order granted or issued by the SEC with respect to the indebtedness of any SBIC Subsidiary or otherwise (including, for the avoidance of doubt, any exclusion of such indebtedness in the foregoing calculation).
Consolidated Group” has the meaning assigned to such term in Section 5.13(a).
Contingent Borrowing Base Deficiency” means, at any time that any Contingent Secured Indebtedness is outstanding, if the inclusion of all such Contingent Secured Indebtedness and the Portfolio Investments subject to the underlying repurchase transactions in the Covered Debt Amount and the Borrowing Base, respectively, would result in a Borrowing Base Deficiency.
Contingent Secured Indebtedness” means, on any date, Indebtedness of an Obligor (which may be guaranteed by one or more other Obligors) that (a) is incurred pursuant to one or more repurchase arrangements, (b) has a maturity at issuance of no more than 180 days (or, in the case of any renewal or extension thereof, 180 days after the then-current expiration date of such Contingent Secured Indebtedness) and (c) is not secured by any Collateral (other than by (x) any Portfolio Investment to the extent otherwise permitted to be transferred to an Excluded Asset hereunder, (y) the participation interest such Obligor sells or purports to sell in the underlying asset for such repurchase agreement(s) and such underlying asset or (z) any note or security issued by a Subsidiary of an Obligor that such Obligor sells or purports to sell, which economically represents the underlying asset for such repurchase agreement(s)).
Control” means 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. “Controlling” and “Controlled” have meanings correlative thereto. For the avoidance of doubt, “Control” shall not include “negative” control or “blocking” rights that constitute “protective rights” whereby action cannot be taken without the vote or consent of any Person.
CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator of the Canadian Overnight Repo Rate Average).
CORRA Business Day” means any day (other than a Saturday or Sunday) on which banks are open for business in Toronto, Canada.
Covered Debt Amount” means, on any date, without duplication, the sum of (w) all of the Revolving Credit Exposures of all Lenders on such date plus (x) the aggregate amount of Other Covered Indebtedness (including Permitted Convertible Indebtedness) on such date plus (y) the aggregate principal amount of outstanding Indebtedness on such date incurred pursuant to Section 6.01(o) minus (z) the LC Exposures fully Cash Collateralized on such date pursuant to Section 2.05(k) and the last paragraph of Section 2.09(a); provided that the aggregate principal amount (whether incurred pursuant to Section 6.01(o) or otherwise) of all Unsecured Longer-
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Term Indebtedness, Special Permitted Indebtedness and 50% of the aggregate principal amount (whether incurred pursuant to Section 6.01(o) or otherwise) of all Unsecured Shorter-Term Indebtedness shall be excluded from the calculation of the Covered Debt Amount, in each case, to the extent then outstanding, until the date that is nine (9) months prior to the scheduled maturity date of such Indebtedness (provided that to the extent, but only to the extent, any portion of any such Indebtedness is subject to a contractually scheduled amortization payment or other mandatory principal payment or mandatory redemption (other than any conversion into Permitted Equity Interests) earlier than the scheduled maturity date of such Indebtedness, such portion of such Indebtedness, to the extent then outstanding, but only to the extent of such portion, shall be included in the calculation of the Covered Debt Amount beginning upon the date that is the later of (i) nine (9) months prior to such scheduled amortization payment or other mandatory principal payment or mandatory redemption and (ii) the date the Borrower becomes aware that such Indebtedness is required to be paid or redeemed). For the avoidance of doubt, for purposes of calculating the Covered Debt Amount, any Permitted Convertible Indebtedness that is required to be included in the calculation of the Covered Debt Amount at any time will be included at the then outstanding principal balance thereof and in no event shall any Contingent Secured Indebtedness be included in the Covered Debt Amount other than for purposes of determining whether a Contingent Borrowing Base Deficiency has occurred or is continuing.
Currency” means Dollars or any Foreign Currency.
Custodian Control Agreement” means that certain Control Agreement, dated as of the Original Effective Date, between the Collateral Agent, State Street Bank and Trust Company and the Borrower.
Daily Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to (a) for any RFR Loan denominated in Sterling, the greater of (i) SONIA for the day (the “RFR Reference Day”) that is five RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day, in each case, plus the applicable RFR Applicable Credit Adjustment Spread, and (ii) 0.00%; and (b) for any RFR Loan denominated in Swiss Francs, the greater of (i) SARON for the RFR Reference Day that is five RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day, in each case, plus the applicable RFR Applicable Credit Adjustment Spread, and (ii) 0.00%. If by 5:00 p.m. (local time for the applicable RFR), on the second RFR Business Day immediately following any RFR Reference Day, the applicable RFR Rate in respect of such RFR Reference Day has not been published on the applicable RFR Administrator’s Website and a Benchmark Replacement Date with respect to the applicable Daily Simple RFR has not occurred, then the RFR Rate for such RFR Reference Day will be the RFR Rate as published in respect of the first preceding RFR Business Day for which such RFR Rate was published on the RFR Administrator’s Website; provided that any RFR Rate as determined pursuant to this sentence shall be utilized for purposes of calculating the Daily Simple RFR for no more than three consecutive RFR Interest Days. Any change in Daily Simple RFR due to a change in the applicable RFR Rate shall be effective from and including the effective date of such change in such RFR Rate without notice to the Borrower.
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Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.
Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
Defaulting Lender” means, subject to Section 2.19(b), any Lender that, as determined by the Administrative Agent, during such Lender’s Availability Period, (a) has failed to (i) fund all or any portion of its Loans or participations in Letters of Credit within two Business Days of the date such Loans were required to be funded hereunder unless, prior to the time at which such funding was to have been made, such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s reasonable determination that one or more conditions precedent to funding (each of which conditions precedent, together with the applicable default, if any, shall be specifically identified in detail in such writing) has not been satisfied or has not otherwise been waived in accordance with the terms of this Agreement or (ii) pay to the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any Issuing Bank or any Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder or generally under other agreements in which it commits to extend credit or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s commercially reasonable determination that a condition precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in detail in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrower), or (d) Administrative Agent has received notification that such Lender has become, or has a direct or indirect Parent Company that is, (i) insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, (ii) other than via an Undisclosed Administration, the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its direct or indirect Parent Company, or such Lender or its direct or indirect Parent Company has taken any action in furtherance of or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (iii) the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect Parent Company thereof by a Governmental Authority or instrumentality so long as such ownership
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interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19(b)) upon such determination (and the Administrative Agent shall deliver written notice of such determination to the Borrower, each Issuing Bank, each Lender and each Swingline Lender).
Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that the term “Disposition” or “Dispose” shall not include the disposition of Investments originated by the Borrower and immediately transferred to a Financing Subsidiary pursuant to a transaction not prohibited hereunder or any disposition of a Portfolio Investment received from an Excluded Asset and promptly transferred to another Excluded Asset pursuant to Section 6.03(i).
Disqualified Equity Interests” means any Equity Interests of the Borrower that after issuance are subject to any agreement between the holder of such Equity Interests and the Borrower whereby the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate all such Equity Interests at any time prior to the first anniversary of the Maturity Date, other than (x) as a result of a change of control or asset sale, or (y) in connection with any purchase, redemption, retirement, acquisition, cancellation or termination with, or in exchange for, shares of Equity Interests that are not Disqualified Equity Interests.
Dollar Commitment” means, with respect to each Dollar Lender during such Dollar Lender’s Availability Period, the commitment of such Dollar Lender to make Syndicated Loans, and to acquire participations in Letters of Credit and Swingline Loans, denominated in Dollars hereunder, during such Dollar Lender’s Availability Period, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Dollar Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Dollar Commitment as of the Restatement Effective Date is set forth on Schedule 1.01(b), or in the Increasing Lender/Joining Lender Agreement or Assignment and Assumption pursuant to which such Lender shall have assumed its Dollar Commitment, as applicable. The aggregate amount of the Lenders’ Dollar Commitments as of the Restatement Effective Date is $525,000,000.
Dollar Equivalent” means, on any date of determination, with respect to an amount denominated in any Foreign Currency, the amount of Dollars that would be required to purchase such amount of such Foreign Currency on the date two Business Days prior to such date, based upon the spot selling rate at which the Administrative Agent or an Issuing Bank, as applicable, offers to sell such Foreign Currency for Dollars in the Principal Financial Center for such Foreign Currency at approximately 11:00 a.m., New York City time, for delivery two Business Days later; provided that the Administrative Agent or such Issuing Bank, as applicable,
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may obtain such spot rate from another financial institution designated by the Administrative Agent or an Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that an Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letters of Credit denominated in any Agreed Foreign Currency.
Dollar LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Dollar Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time. The Dollar LC Exposure of any Lender at any time shall be its Applicable Dollar Percentage of the total Dollar LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Dollar Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices, such Dollar Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
Dollar Lender” means the Persons listed on Schedule 1.01(b) as having Dollar Commitments and any other Person that shall have become a party hereto pursuant to an Increasing Lender/Joining Lender Agreement or Assignment and Assumption that provides for it to assume a Dollar Commitment or to acquire Revolving Dollar Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in accordance with the terms hereof.
Dollar Letters of Credit” means Letters of Credit that utilize the Dollar Commitments.
Dollar Loan” means a Loan denominated in Dollars.
Dollars” or “$” refers to lawful money of the United States of America.
EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.
EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests or equivalents (however designated, including any instrument treated as equity for U.S. federal income Tax purposes) in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest. As used in this
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Agreement, “Equity Interests” shall not include convertible debt unless and until such debt has been converted to any of the foregoing.
ERISA” means the U.S. Employee Retirement Income Security Act of 1974, and the rules and regulations promulgated thereunder, each as amended or modified from time to time.
ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.
ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA.
Erroneous Payment” has the meaning assigned to it in Section 8.09(a).
Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 8.09(d).
Erroneous Payment Impacted Class” has the meaning assigned to it in Section 8.09(d).
Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 8.09(d).
Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 8.09(d).
EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
EURIBOR Screen Rate” has the meaning assigned to such term in clause (b) of the definition of “Term Benchmark Rate”.
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Euro” means a single currency of the Participating Member States.
Event of Default” has the meaning assigned to such term in Article VII.
Excluded Assets” means entities identified as Excluded Assets in Schedule 8 hereto, Permitted CLO Issuers, finance lease obligations, Financing Subsidiaries, and any similar assets or entities, in each case, in which any Obligor holds an interest on or after the Restatement Effective Date, and, in each case, their respective Subsidiaries, unless, in the case of any such asset or entity, the Borrower designates in writing to the Collateral Agent that such asset or entity is not to be an Excluded Asset.
Excluded Taxes” means any of the following Taxes imposed on or with respect to, or required to be withheld or deducted from a payment to, the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a)  Taxes imposed on (or measured by) its net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Loans or Commitments pursuant to a law in effect on the date on which (i) at the time such Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)) acquires such interest in the Loans or Commitments or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Lender’s, Administrative Agent’s, any Issuing Bank’s or any other recipient’s failure to comply with Section 2.16(f), and (d) any withholding Tax that is imposed pursuant to FATCA.
Existing Credit Agreement” has the meaning assigned to such term in the recitals to this Agreement.
Existing Lenders” has the meaning assigned to such term in the recitals to this Agreement.
Existing Loans” has the meaning assigned to such term in the recitals to this Agreement.
Extended Applicable Margin” means, with respect to any Extending Lender: (a) if the Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is equal to or greater than 1.60 times the Combined Debt Amount, (i) with respect to any ABR Loan, 0.650% per annum; (ii) with respect to any Term Benchmark Loan, 1.650% per annum; and (iii) with respect to any RFR Loan, 1.650%and (b) if the Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is less than 1.60 times the Combined Debt Amount, (i) with respect to any ABR Loan, 0.775% per annum; (ii) with respect to any Term Benchmark Loan, 1.775% per annum; and (iii) with respect to any RFR Loan, 1.775%. Any change in the Extended Applicable Margin due to a change in the ratio of the Borrowing Base to the Combined Debt Amount as set forth in any Borrowing Base Certificate shall be effective from and
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including the day immediately succeeding the date of delivery of such Borrowing Base Certificate; provided that if any Borrowing Base Certificate has not been delivered in accordance with Section 5.01(d), then from and including the day immediately succeeding the date on which such Borrowing Base Certificate was required to be delivered, the Extended Applicable Margin shall be the Extended Applicable Margin set forth in clause (b) above to and including the date on which the required Borrowing Base Certificate is delivered.
Extended Availability Period” means, with respect to any Extending Lender, the period from and including the Restatement Effective Date to but excluding the earlier of (x) the Extended Commitment Termination Date and (y) the date of the termination of all Commitments.
Extended Commitment Termination Date” means, with respect to each Extending Lender, February 23, 2029, as such date may be extended upon the consent of each affected Lender.
Extended Final Maturity Date” means, with respect to each Extending Lender, February 25, 2030.
Extended Loans” means Loans or Borrowings of any Extending Lender maturing on the Extended Final Maturity Date.
Extending Lender” means each Lender designated as an “Extending Lender” on Schedule 1.01(b).
Extraordinary Receipts” means any cash received by or paid to any Obligor on account of any foreign, United States, state or local Tax refunds, pension plan reversions, judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, condemnation awards (and payments in lieu thereof), indemnity payments received not in the ordinary course of business and any purchase price adjustment received not in the ordinary course of business in connection with any purchase agreement and proceeds of insurance (excluding, however, for the avoidance of doubt, proceeds of any issuance of Equity Interests and issuances of Indebtedness by any Obligor); provided that Extraordinary Receipts shall not include any (x) amounts that the Borrower receives from the Administrative Agent or any Lender pursuant to Section 2.16(g), (y) cash receipts to the extent received from proceeds of insurance, condemnation awards (or payments in lieu thereof), indemnity payments or payments in respect of judgments or settlements of claims, litigation or proceedings to the extent that such proceeds, awards or payments are received by any Person in respect of any unaffiliated third party claim against or loss by such Person and promptly applied to pay (or to reimburse such Person for its prior payment of) such claim or loss and the costs and expenses of such Person with respect thereto or (z) proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings.
FATCA” means Section 1471 through 1474 of the Code, as of the date of this Agreement (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 or rules adopted pursuant to any published
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intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.
Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight federal funds transactions, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it; provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.
Final Maturity Date” means (i) in the case of any Extending Lender (with respect to such Extending Lender’s Extended Loans), the Extended Final Maturity Date or (ii) in the case of any Non-Extending Lender (with respect to such Non-Extending Lender’s Non-Extended Loans), such Non-Extending Lender’s Non-Extended Final Maturity Date, as applicable.
Financial Officer” means the chief financial officer, chief executive officer, president, principal accounting officer, chief accounting officer, treasurer, assistant treasurer, controller or assistant controller of the Borrower.
Financing Subsidiary” means an SPE Subsidiary or an SBIC Subsidiary.
Fitch” means Fitch Ratings Inc.
Floor” means a rate of interest equal to zero percent (0.00%).
Foreign Currency” means at any time any currency other than Dollars.
Foreign Currency Equivalent” means, with respect to any amount in Dollars, the amount of any Foreign Currency that could be purchased with such amount of Dollars using the reciprocal of the foreign exchange rate(s) specified in the definition of the term “Dollar Equivalent”, as determined by the Administrative Agent.
Foreign Lender” means any Lender that is not a “United States person” as defined under Section 7701(a)(30) of the Code.
Foreign Subsidiary” means any (a) direct or indirect Subsidiary of the Borrower which is a “controlled foreign corporation” within the meaning of the Code, (b) direct or indirect Subsidiary that is disregarded as an entity that is separate from its owner for United States federal income tax purposes and substantially all of its assets consist of the Capital Stock of one or more Foreign Subsidiaries or (c) direct or indirect Subsidiary substantially all the assets of which consist of Equity Interests in “controlled foreign corporations” within the meaning of the Code.
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Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s (a) Applicable Dollar Percentage of the outstanding Dollar LC Exposure and (b) Applicable Multicurrency Percentage of the outstanding Multicurrency LC Exposure, in each case with respect to Letters of Credit issued by such Issuing Bank other than Dollar LC Exposure or Multicurrency LC Exposure, as the case may be, as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.
GAAP” means generally accepted accounting principles in the United States of America.
GICS” means, as of any date, the most recently published Global Industry Classification Standard.
GICS Industry Group Classification” means any industry group classification within GICS, as updated and amended from time to time.
Governmental Authority” means the government of the United States of America, or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).
Gross Borrowing Base” means the Borrowing Base without giving effect to any adjustment required pursuant to paragraphs (i) and (j) of Section 5.13.
Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; and “Guaranteed” has a meaning correlative thereto; provided that the term Guarantee shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) customary indemnification agreements entered into in the ordinary course of business, provided that such indemnification obligations are unsecured, such Person has determined that liability thereunder is remote and such indemnification obligations are not the functional equivalent of the guaranty of a payment obligation of the primary obligor. The amount of any Guarantee at any time shall be deemed to be an amount equal to the maximum stated or determinable amount of the primary obligation in respect of which such Guarantee is incurred, unless the terms of such Guarantee expressly provide that the maximum amount for which such Person may be liable thereunder is a lesser
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amount (in which case the amount of such Guarantee shall be deemed to be an amount equal to such lesser amount).
Guarantee and Security Agreement” means that certain Amended and Restated Guarantee and Security Agreement dated as of the Restatement Effective Date among the Borrower, the Administrative Agent, each Subsidiary of the Borrower from time to time party thereto, each holder (or an authorized agent, representative or trustee therefor) from time to time of any Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness, and the Collateral Agent, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement (or such other form as shall be reasonably acceptable to the Collateral Agent) between the Collateral Agent and an entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with the requirements of Section 5.08).
Hedging Agreement” means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement, or other interest, currency exchange rate or commodity hedging arrangement.
Immaterial Subsidiaries” means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to the greater of (x) $190,000,000 and (y) 5% of the consolidated assets of the Borrower and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an amount equal to the greater of (x) $5,500,000 and (y) 5% of the consolidated revenues of the Borrower and its Subsidiaries for such period.
Increasing Lender” has the meaning assigned to such term in Section 2.08(e).
Increasing Lender/Joining Lender Agreement” has the meaning assigned in Section 2.08(e)(ii).
Indebtedness” of any Person means, without duplication, (a) (i) all obligations of such Person for borrowed money or (ii) with respect to deposits or advances of any kind that are required to be to accounted for under GAAP as a liability on the financial statements of such Person (other than deposits received in connection with a portfolio investment (including Portfolio Investments) of such Person in the ordinary course of such Person’s business (including, but not limited to, any deposits or advances in connection with expense reimbursement, prepaid agency fees, other fees, indemnification, work fees, tax distributions or purchase price adjustments)), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar debt instruments representing extensions of credit, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by
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such Person (excluding accounts payable and accrued expenses and trade accounts incurred in the ordinary course of business), (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable and accrued expenses and trade accounts incurred in the ordinary course of business), (e) all Indebtedness of others secured by any Lien (other than a Lien permitted under Section 6.02(c)) on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (with the amount of such Indebtedness being the lower of the outstanding amount of such Indebtedness and the fair market value of the property subject to such Lien), (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (j) all Disqualified Equity Interests. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, “Indebtedness” shall not include (s) any accrued incentive, management, or other fees to the Investment Adviser or Affiliates (regardless of any deferral in payment thereof), (t) any delayed draw term loans or revolving commitments, letters of credit or any other unfunded portion for which any Obligor is acting as a lender or issuing lender, as applicable, as part of or in connection with a portfolio investment, (u) any non-recourse liabilities for participations sold by any Person in any Bank Loans, (v) escrows or purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset or Investment to satisfy unperformed obligations of the seller of such asset or Investment, (w) a commitment arising in the ordinary course of business to make a future Investment, (x) uncalled capital or other commitments of an Obligor in Joint Venture Investments, as well as any letter or agreement requiring any Obligor to provide capital to a Joint Venture Investment or a lender to a Joint Venture Investment, or (y) indebtedness of such Person on account of the sale by such Person of the “first-out” portion of any First Lien Bank Loan that arises solely as an accounting matter under ASC 860.
Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
Independent” when used with respect to any specified Person means that such Person (a) does not have any direct financial interest or any material indirect financial interest in the Borrower or any of its Subsidiaries or Affiliates (including its investment adviser or any Affiliate thereof) and (b) is not connected with the Borrower or of its Subsidiaries or Affiliates (including its investment adviser or any Affiliate thereof) as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.
Industry Classification Group” means (a) any of the GICS Industry Group Classifications set forth in Schedule 1.01(c) hereto, together with any such group classifications that may be subsequently added to GICS and provided by the Borrower to the Administrative Agent, and (b) up to three additional industry group classifications established by the Borrower pursuant to Section 5.12.
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Interest Election Request” means a request by the Borrower to convert or continue a Syndicated Borrowing in accordance with Section 2.07.
Interest Payment Date” means (a) with respect to any Syndicated ABR Loan or RFR Loan, each Quarterly Date, (b) with respect to any Term Benchmark Loan, the last day of each Interest Period therefor and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.
Interest Period” means, for any Term Benchmark Loan or Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is one month or three months thereafter or, with respect to such portion of any Term Benchmark Loan or Borrowing denominated in a Foreign Currency that is scheduled to be repaid on the applicable Final Maturity Date, a period of less than one month’s duration commencing on the date of such Loan or Borrowing and ending on the applicable Final Maturity Date, as specified in the applicable Borrowing Request or Interest Election Request; provided that, (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period (other than an Interest Period pertaining to a Term Benchmark Borrowing denominated in a Foreign Currency that ends on the applicable Final Maturity Date that is permitted to be of less than one month’s duration as provided in this definition) that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.13(e) shall be available for specification in such Borrowing Request or notice of conversion or continuation unless or until it is reinstated pursuant to Section 2.13(e). For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan, and the date of a Syndicated Borrowing comprising Loans that have been converted or continued shall be the effective date of the most recent conversion or continuation of such Loans.
Investment” means, for any Person: (a) Equity Interests, bonds, notes, debentures or other securities of any other Person or any agreement to acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person (and any rights or proceeds in respect of (x) any “short sale” of securities or (y) any sale of any securities at a time when such securities are not owned by such Person); (b) deposits, advances, loans or other extensions of credit made to any other Person (including purchases of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person, but excluding any advances to employees, officers, directors, and consultants of such Borrower or any of its Subsidiaries for expenses in the ordinary course of business); or (c) Hedging Agreements.
Investment Adviser” means MS Capital Partners Adviser Inc. or any Affiliate of MS Capital Partners Adviser Inc. that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients.
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Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.
Investment Policies” means the investment objectives, policies, restrictions and limitations set forth in the “BUSINESS” section of its Registration Statement, and as the same may be changed, altered, expanded, amended, modified, terminated or restated from time to time in accordance with this Agreement.
Issuing Bank” means Truist and any other Issuing Bank designated pursuant to Section 2.05(o), in their capacity as the issuers of Letters of Credit hereunder, and their respective successors in such capacity as provided in Section 2.05(j). In the case of any Letter of Credit to be issued in an Agreed Foreign Currency, such Issuing Bank may designate any of its affiliates as the “Issuing Bank” for purposes of such Letter of Credit.
Japanese Yen” means the lawful currency of Japan.
Joint Lead Arrangers” means Truist Securities, Inc., ING Capital LLC, MUFG Bank, Ltd. and Sumitomo Mitsui Banking Corporation, and any other Person who becomes a Joint Lead Arranger hereunder with the written consent of the Administrative Agent and the Borrower.
Joint Venture Investment” has the meaning assigned to such term in Section 5.13.
LC Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit.
LC Exposure” means, at any time, the sum of the Dollar LC Exposure and the Multicurrency LC Exposure.
Lenders” means, collectively, the Dollar Lenders and the Multicurrency Lenders. Unless the context otherwise requires, the term “Lenders” includes each Swingline Lender.
Letter of Credit” means any letter of credit issued pursuant to this Agreement.
Letter of Credit Collateral Account” has the meaning assigned to such term in Section 2.05(k).
Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, any application therefor and any other agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations, each as the same may be modified and supplemented and in effect from time to time.
Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance (other than any customary contractual limitation set forth in any agreement that is not prohibited from being entered into hereunder), charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale
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agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities (other than on market terms at fair value so long as in the case of any Portfolio Investment, the Value used in determining the Borrowing Base is not greater than the purchase or call price), except in favor of the issuer thereof (and, for the avoidance of doubt, in the case of Investments that are loans or other debt obligations, customary restrictions on assignments or transfers, buyout rights, voting rights, rights of first offer or refusal thereof pursuant to the underlying documentation of such Investment shall not be deemed to be a “Lien” and in the case of Investments that are equity securities, excluding customary drag-along, tag-along, buyout rights, voting rights, rights of first offer or refusal, restrictions on assignments or transfers, and other similar rights in favor of other equity holders of the same issuer).
Loan Documents” means, collectively, this Agreement, the Letter of Credit Documents and the Security Documents.
Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.
Losses” has the meaning assigned to such term in Section 9.03(b).
Margin Stock” means “margin stock” within the meaning of Regulations T, U and X.
Market Value Investments” has the meaning assigned to such term in Section 5.12(b)(ii)(B)(z).
Material Adverse Effect” means a material adverse effect on (a) the business, Portfolio Investments and other assets, liabilities or financial condition of the Borrower and its Subsidiaries taken as a whole (excluding in any case a decline in the net asset value of the Borrower or its Subsidiaries or a change in general market conditions or values of the Investments of the Borrower and its Subsidiaries taken as a whole), or (b) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Collateral Agent, the Administrative Agent or the Lenders thereunder.
Material Indebtedness” means (a) Indebtedness (other than the Loans, Letters of Credit and Hedging Agreements), of any one or more of the Borrower and its Subsidiaries in an aggregate outstanding principal amount exceeding $50,000,000 and (b) obligations in respect of one or more Hedging Agreements under which the maximum aggregate amount (giving effect to any netting agreements) that the Borrower and its Subsidiaries would be required to pay if such Hedging Agreement(s) were terminated at such time would exceed $50,000,000.
Modification Offer” means, to the extent required by the definition of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness, an obligation that will be satisfied if at least ten (10) Business Days (or, such shorter period if ten (10) Business Days is not practicable) prior to the incurrence of such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness, the Borrower shall have provided notice to the Administrative Agent of the terms thereof that do not satisfy the requirements for such type of Indebtedness set forth in the respective definitions herein, which notice shall contain reasonable detail of the terms thereof
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and an unconditional offer by the Borrower to amend this Agreement to the extent necessary to satisfy the definition of “Secured Longer-Term Indebtedness” or “Unsecured Longer-Term Indebtedness”, as applicable, to be incurred. If any such Modification Offer is accepted by the Required Lenders within ten (10) Business Days of receipt of such offer, this Agreement shall be deemed automatically amended (and, upon the request of the Administrative Agent or the Required Lenders, the Borrower shall promptly enter into a written amendment evidencing such amendment), mutatis mutandis, solely to reflect all or some of such more restrictive financial covenants or events of default, as elected by the Required Lenders. Notwithstanding the foregoing any provision in a Modification Offer (including any associated cure or grace period) incorporated into this Agreement pursuant to the definition of “Secured Longer-Term Indebtedness” or “Unsecured Longer-Term Indebtedness”, as applicable, shall be deleted from this Agreement pursuant to an amendment entered into by the Administrative Agent and the Borrower following such time as the terms of such other Indebtedness are permanently amended so that such provision no longer applies or the applicable Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness is terminated or otherwise no longer in effect if (x) the Borrower provides the Administrative Agent and each Lender with written notice of such permanent amendment or termination and (y) within ten (10) Business Days of the Administrative Agent and the Lenders receiving such written notice from the Borrower, the Required Lenders have not provided written notice to the Borrower and the Administrative Agent objecting to the removal of such provision from this Agreement. Any amendment entered into between the Administrative Agent and the Borrower pursuant to this definition shall be at the Borrower’s sole cost and expense.
Minimum Collateral Amount” means, at any time, with respect to Cash Collateral consisting of Cash or deposit account balances, an amount equal to 100% of the Fronting Exposure of each Issuing Bank with respect to Letters of Credit issued and outstanding at such time.
Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.
Multicurrency Commitment” means, with respect to each Multicurrency Lender, during such Multicurrency Lender’s Availability Period, the commitment of such Multicurrency Lender to make Syndicated Loans, and to acquire participations in Letters of Credit and Swingline Loans, denominated in Dollars and in Agreed Foreign Currencies hereunder, during such Multicurrency Lender’s Availability Period, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Multicurrency Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Multicurrency Commitment as of the Restatement Effective Date is set forth on Schedule 1.01(b), or in the Increasing Lender/Joining Lender Agreement or Assignment and Assumption pursuant to which such Lender shall have assumed its Multicurrency Commitment, as applicable. The aggregate amount of the Lenders’ Multicurrency Commitments as of the Restatement Effective Date is $925,000,000.
Multicurrency LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Multicurrency Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that have not yet
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been reimbursed by or on behalf of the Borrower at such time. The Multicurrency LC Exposure of any Lender at any time shall be its Applicable Multicurrency Percentage of the total Multicurrency LC Exposure at such time. For purposes of computing the amount available to be drawn under any Multicurrency Letter of Credit, the amount of such Multicurrency Letter of Credit shall be determined in accordance with Section 1.05. For all purposes of this Agreement, if on any date of determination a Multicurrency Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices, such Multicurrency Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
Multicurrency Lender” means the Persons listed on Schedule 1.01(b) as having Multicurrency Commitments and any other Person that shall have become a party hereto pursuant to an Increasing Lender/Joining Lender Agreement or Assignment and Assumption that provides for it to assume a Multicurrency Commitment or to acquire Revolving Multicurrency Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in accordance with the terms hereof.
Multicurrency Letters of Credit” means Letters of Credit that utilize the Multicurrency Commitments.
Multicurrency Loan” means a Loan denominated in Dollars or an Agreed Foreign Currency.
Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
National Currency” means the currency, other than the Euro, of a Participating Member State.
Net Cash Proceeds” means:
(a)    with respect to any Disposition by the Borrower or any other Obligor, or any Extraordinary Receipt received or paid to the account of the Borrower or any other Obligor (in each case, which requires a payment of the Loans under Section 2.10(d)), an amount equal to (x) the sum of Cash and Cash Equivalents received by an Obligor or paid to the account of an Obligor in connection with such transaction (including any Cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) minus (y) the sum of (i) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (ii) the reasonable out-of-pocket fees, costs and expenses incurred by the Borrower or such other Obligor in connection with such transaction, (iii) the Taxes paid or reasonably estimated to be actually payable within two years of the date of the relevant transaction in connection with such transaction; provided that, if the amount of any estimated Taxes pursuant to clause (iii) exceeds the amount of Taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds (as of the date the Borrower determines such excess exists), (iv) any reasonable costs, fees, commissions, premiums and expenses incurred by the Borrower or any of its Subsidiaries in connection with such Disposition
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and (v) reserves for indemnification, purchase price adjustments or analogous arrangements either (x) required by the underlying documentation for such Disposition or (y) reasonably estimated by the Borrower or the relevant Subsidiary in connection with such Disposition; provided, that if the amount of any estimated reserves pursuant to this clause (v) exceeds the amount actually required to be paid in cash in respect of indemnification, purchase price adjustments or analogous arrangements for such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds (as of the date the Borrower determines such excess exists); and
(b)    with respect to the sale or issuance of any Equity Interest by the Borrower or any other Obligor (including, for the avoidance of doubt, cash received by the Borrower or any other Obligor) for the sale by the Borrower or such Obligor of any Equity Interest of a Subsidiary but specifically excluding any sale of any Equity Interest by a Subsidiary that is not an Obligor or cash received by a Subsidiary that is not an Obligor), or the incurrence or issuance of any Indebtedness by the Borrower or any other Obligor (in each case, which requires a payment of the Loans under Section 2.10(d)), an amount equal to (x) the sum of the cash and Cash Equivalents received in connection with such transaction minus (y) the sum of (i) reasonable out-of-pocket fees, costs and expenses, incurred by the Borrower or such Obligor in connection therewith plus (ii) any reasonable costs, fees, commissions, premiums, expenses, or underwriting discounts or commissions incurred by the Borrower or any of its Subsidiaries in connection with such sale or issuance.
New Zealand Dollars” means the lawful currency of New Zealand.
Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).
Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender at such time.
Non-Extended Applicable Margin” means, with respect to any Non-Extending Lender: (a) if the Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is equal to or greater than 1.60 times the Combined Debt Amount, (i) with respect to any ABR Loan, 0.650% per annum; (ii) with respect to any Term Benchmark Loan, 1.650% per annum; and (iii) with respect to any RFR Loan, 1.650%and (b) if the Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is less than 1.60 times the Combined Debt Amount (i) with respect to any ABR Loan, 0.775% per annum; (ii) with respect to any Term Benchmark Loan, 1.775% per annum; and (iii) with respect to any RFR Loan denominated in Sterling, 1.775%. Any change in the Non-Extended Applicable Margin due to a change in the ratio of the Borrowing Base to the Combined Debt Amount as set forth in any Borrowing Base Certificate shall be effective from and including the day immediately succeeding the date of delivery of such Borrowing Base Certificate; provided that if any Borrowing Base Certificate has not been delivered in accordance with Section 5.01(d), then from and including the day immediately succeeding the date on which such Borrowing Base Certificate was required to be delivered, the Non-Extended Applicable Margin shall be the Non-Extended Applicable Margin set forth in clause (b) above to and including the date on which the required Borrowing Base Certificate is delivered.
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Non-Extended Availability Period” means, with respect to any Non-Extending Lender, the period from and including the Restatement Effective Date to but excluding the earlier of (x) the Non-Extended Commitment Termination Date and (y) the date of the termination of all Commitments.
Non-Extended Commitment Termination Date” means, with respect to each Non-Extending Lender, February 23, 2029.
Non-Extended Final Maturity Date” means, with respect to each Non-Extending Lender, February 25, 2030.
Non-Extended Loans” means Loans or Borrowings of any Non-Extending Lender maturing on the Non-Extended Final Maturity Date.
Non-Extending Lender” means each Lender designated as a “Non-Extending Lender” on Schedule 1.01(b).
Non-Performing Joint Venture Investment” means a Joint Venture Investment that is not a Performing Joint Venture Investment.
Non-Public Information” means material non-public information (within the meaning of United States federal, state or other applicable securities laws) with respect to Borrower or its Affiliates or their Securities.
Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, in form and substance reasonably acceptable to the Administrative Agent.
Obligor” means, collectively, the Borrower and the Subsidiary Guarantors.
OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.
Original Currency” has the meaning assigned to such term in Section 2.17.
Original Effective Date” has the meaning assigned to such term in the recitals to this Agreement.
Other Connection Taxes means, with respect to the Administrative Agent, any Lender or any Issuing Bank, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loans or Loan Document).
Other Covered Indebtedness” means, collectively, Secured Longer-Term Indebtedness, Secured Shorter-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Permitted Indebtedness and Unsecured Shorter-Term Indebtedness.
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Other Permitted Indebtedness” means (a) Indebtedness (other than Indebtedness for borrowed money), including Guarantees of such Indebtedness, arising in connection with transactions in the ordinary course of any Obligor’s business in connection with its purchasing of securities, loans, derivatives transactions, repurchase agreements or dollar rolls to the extent such transactions are permitted under the Investment Company Act and the Borrower’s Investment Policies (after giving effect to any Permitted Policy Amendments), provided that such Indebtedness in connection with repurchase agreements or dollar rolls does not arise in connection with the purchase of Investments other than Cash Equivalents and U.S. Government Securities and (b) Indebtedness in respect of judgments or awards so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII.
Other Taxes” means any and all present or future stamp, court, documentary, intangibles, recording, filing or similar Taxes arising from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, excluding any such Taxes that are Other Connection Taxes resulting from an assignment by any Lender in accordance with Section 9.04 (unless such assignment is made pursuant to a request of the Borrower under Section 2.18(b)).
Outbound Investment Rules” shall mean the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the date of this Agreement, and as codified at 31 C.F.R. § 850.101 et seq.
Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the outstanding Equity Interests of such Lender.
Participant” has the meaning assigned to such term in Section 9.04.
Participant Register” has the meaning assigned to such term in Section 9.04.
Participating Member State” means any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with the legislation of the European Union relating to the European Monetary Union.
Participation Interest” has the meaning assigned to such term in Section 5.13.
PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
Periodic Term CORRA Determination Day” has the meaning specified in the definition of “Term CORRA”.
Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.
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Permitted Convertible Indebtedness” means Indebtedness incurred by an Obligor that is convertible solely into Permitted Equity Interests of the Borrower.
Permitted CLO Issuer” means any issuer of CLO Securities (or such entity’s parent, general partner or other managing entity) that is an Affiliate of the Borrower and has acquired any Investments from an Obligor; provided that:
(i)    no portion of the Indebtedness or any other obligations (contingent or otherwise) of such issuer (i) is Guaranteed by any Obligor (other than Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or obligates any Obligor in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property of any Obligor (other than property that has been contributed or sold, purported to be sold or otherwise transferred to such issuer or any equity of such issuer), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof,
(ii)    no Obligor has any material contract, agreement, arrangement or understanding with such issuer (excluding customary sale and contribution agreements entered into with a single purpose entity that is structured to be bankruptcy remote) other than on terms, taken as a whole, not materially less favorable to such Obligor than those that might be obtained at the time from Persons that are not Affiliates of any Obligor, other than fees payable in the ordinary course of business in connection with servicing receivables or financial assets and pursuant to Standard Securitization Undertakings, and
(iii)    no Obligor has any obligation to maintain or preserve such issuer’s financial condition or cause such entity to achieve certain levels of operating results.
Permitted Equity Interests” means any Equity Interest of the Borrower that is not a Disqualified Equity Interest.
Permitted Indebtedness” means Permitted Convertible Indebtedness and any other unsecured Indebtedness, in each case, incurred by an Obligor and designated by the Borrower as “Permitted Indebtedness” in writing to the Administrative Agent.
Permitted Liens” means (a) Liens imposed by any Governmental Authority for Taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower or any other Obligor in accordance with GAAP; (b) Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary course of business; provided that such Liens (i) attach only to the securities (or proceeds) being purchased or sold and (ii) secure only obligations incurred in connection with such purchase or sale, and not any obligation in connection with margin financing; (c) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmens’, landlord, storage and repairmen’s Liens and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money); (d) Liens incurred or pledges or deposits made to secure obligations incurred in the ordinary course of business under workers’ compensation laws, unemployment insurance or other similar social security legislation (other than Liens imposed by the PBGC in respect of employee benefit plans subject to Title IV of ERISA) or to secure public or statutory obligations; (e) Liens securing the performance of, or payment in respect of, bids, insurance premiums,
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deductibles or co-insured amounts, tenders, government or utility contracts (other than for the repayment of borrowed money), surety, stay, customs and appeal bonds and other obligations of a similar nature incurred in the ordinary course of business; provided that all Liens on any Collateral included in the Borrowing Base that are permitted pursuant to this clause (e) shall have a priority that is junior to the Liens under the Security Documents; (f) Liens arising out of judgments or awards so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII; (g) customary rights of setoff, banker’s lien, security interest or other like right upon (i) deposits of cash in favor of banks or other depository institutions in which such cash is maintained in the ordinary course of business, (ii) cash and financial assets held in securities accounts in favor of banks and other financial institutions with which such accounts are maintained in the ordinary course of business and (iii) assets held by a custodian in favor of such custodian in the ordinary course of business securing payment of fees, indemnities, charges for returning items and other similar obligations; provided that, such rights in clauses (i) and (ii) are subordinated to the Lien of the Collateral Agent, pursuant to the terms of a control agreement in form and substance reasonably satisfactory to the Collateral Agent; (h) Liens arising solely from precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdictions in respect of operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business or in respect of assets sold or otherwise disposed of to a non-Obligor in a transaction permitted by this Agreement; (i) deposits of money securing leases to which any Obligor is a party as lessee made in the ordinary course of business; (j) Liens in favor of any escrow agent solely on and in respect of any cash earnest money deposits made by any Obligor in connection with any letter of intent or purchase agreement (to the extent that the acquisition or disposition with respect thereto is otherwise permitted hereunder); (k) precautionary Liens and filings of financing statements under the Uniform Commercial Code covering assets sold or contributed or purported to be sold or contributed to any Person not prohibited hereunder; and (l) any restrictions on the sale or disposition of assets pursuant to a transaction not prohibited hereunder arising from a loan sale agreement between or among one or more Obligors with one or more Financing Subsidiaries or Permitted CLO Issuers; provided such restrictions with respect to this clause (l) only apply to such assets sold or disposed of and do not adversely affect the enforceability of the Collateral Agent’s first-priority security interest on any Collateral.
Permitted Policy Amendment” means any change, alteration, expansion, amendment, modification, termination, restatement or replacement of the Investment Policies that is one of the following: (a) approved in writing by the Administrative Agent (with the consent of the Required Lenders), (b) required by applicable law, rule, regulation or Governmental Authority, or (c) not materially adverse to the rights, remedies or interests of the Lenders in the reasonable discretion of the Administrative Agent (for the avoidance of doubt, no change, alteration, expansion, amendment, modification, termination or restatement of the Investment Policies shall be deemed “materially adverse” if investment size proportionately increases as the size of the Borrower’s capital base changes).
Permitted SBIC Guarantee” means a guarantee by one (1) or more Obligors of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form (or the applicable form at the time such guarantee was entered into).
Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, vessel or other entity.
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Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
Platform” has the meaning set forth in Section 5.01(i).
Portfolio Investment” means any Investment (including any Participation Interest) held by the Obligors in their asset portfolio (and, solely for purposes of determining the Borrowing Base, and Sections 6.02(d) and 6.04(d) and clause (p) of Article VII, and Cash and Cash Equivalents excluding Cash pledged as cash collateral for Letters of Credit).  Without limiting the generality of the foregoing, it is understood and agreed that (A) any Portfolio Investments that have been contributed or sold, purported to be contributed or sold or otherwise transferred to any Excluded Asset, or held by any Immaterial Subsidiary, Foreign Subsidiary or Subsidiary of a Foreign Subsidiary that is not a Subsidiary Guarantor, shall not be treated as Portfolio Investments, and (B) any Investment in which any Obligor has sold a participation therein to a Person that is not an Obligor shall not be treated as a Portfolio Investment to the extent of such participation. Notwithstanding the foregoing, nothing herein shall limit the provisions of Section 5.12(b)(i), which provides that, for purposes of this Agreement, all determinations of whether an investment is to be included as a Portfolio Investment shall be determined on a settlement-date basis (meaning that any investment that has been purchased will not be treated as a Portfolio Investment until such purchase has settled, and any Portfolio Investment which has been sold will not be excluded as a Portfolio Investment until such sale has settled), provided that no such investment shall be included as a Portfolio Investment to the extent it has not been paid for in full.
Prime Rate” means the per annum rate equal to the rate announced publicly by the Administrative Agent from time to time as its prime commercial lending rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors.
Principal Financial Center” means, in the case of any Currency, the principal financial center where such Currency is cleared and settled, as determined by the Administrative Agent.
Prohibited Assignees and Participants Side Letter” means that certain Side Letter, dated as of the Restatement Effective Date, between the Borrower and the Administrative Agent.
Pro-Rata Borrowing” has the meaning assigned to such term in Section 2.03(a).
Pro-Rata Dollar Portion” means, in connection with any Pro-Rata Borrowing, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing multiplied by (ii) the aggregate Dollar Commitments of all Dollar Lenders then in effect at such time divided by (iii) the aggregate Dollar Commitments and Multicurrency Commitments of all Lenders then in effect at such time.
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Pro-Rata Multicurrency Portion” means, in connection with any Pro-Rata Borrowing, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing multiplied by (ii) the aggregate Multicurrency Commitments of all Multicurrency Lenders then in effect at such time divided by (iii) the aggregate Dollar Commitments and Multicurrency Commitments of all Lenders then in effect at such time.
PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
Public Lender” means Lenders that do not wish to receive Non-Public Information with respect to the Borrower or any of its Subsidiaries or their Securities.
Quarterly Dates” means the last Business Day of March, June, September and December in each year, commencing in September 2021.
Quoted Investments” has the meaning set forth in Section 5.12(b)(ii)(A).
Register” has the meaning set forth in Section 9.04.
Registration Statement” means the Registration Statement filed by the Borrower with the SEC on December 15, 2023.
Regulations D, T, U and X” means, respectively, Regulations D, T, U and X of the Board, as the same may be modified and supplemented and in effect from time to time.
“Reinvestment Agreement” means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Moody’s is at any time lower than such ratings.
Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective partners, directors, officers, managers, employees, agents, advisers and other representatives of such Person and such Person’s Affiliates.
Relevant Governmental Body” means (a) with respect to a Benchmark Replacement in respect of obligations, interest, fees, commissions or other amounts owing hereunder denominated in, or calculated with respect to, Dollars, the Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board and/or the Federal Reserve Bank of New York or, in each case, any successor thereto, (b) with respect to a Benchmark Replacement in respect of obligations, interest, fees, commissions or other amounts owing hereunder denominated in, or calculated with respect to, Canadian Dollars, the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada or, in each case, any successor thereto, (c) with respect to a Benchmark Replacement in respect of obligations, interest, fees, commissions or other amounts owing hereunder denominated in, or calculated with respect to, Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (d) with respect to a Benchmark Replacement in respect of obligations, interest, fees, commissions or other amounts
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owing hereunder denominated in, or calculated with respect to, Euro, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, and (e) with respect to a Benchmark Replacement in respect of obligations, interest, fees, commissions or other amounts owing hereunder denominated in, or calculated with respect to, any Currency (other than Dollars, Canadian Dollars, Sterling or Euro), (1) the central bank for the Currency in which such obligations, interest, fees, commissions or other amounts owing hereunder are denominated, or calculated with respect to, or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working group or committee officially endorsed or convened by (A) the central bank for the Currency in which such obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, (B) any central bank or other supervisor that is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof.
Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that the Revolving Credit Exposures and unused Commitments of any Defaulting Lender shall be disregarded in the determination of Required Lenders. The Required Lenders of a Class (which shall include the terms “Required Dollar Lenders” and “Required Multicurrency Lenders”) means, at any time, Lenders having Revolving Credit Exposures and unused Commitments of such Class representing more than 50% of the sum of the total Revolving Credit Exposure and unused Commitments of such Class at such time; provided that the Revolving Credit Exposure and unused Commitments of any Defaulting Lenders shall be disregarded in the determination of the Required Lenders of a Class or the Required Lenders.
Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
Restatement Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).
Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of Capital Stock of the Borrower or any other Obligor, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of Capital Stock of the Borrower or any option, warrant or other right to acquire any such shares of Capital Stock of the Borrower (it being understood that none of: (w) the conversion features under convertible notes; (x) the triggering and/or settlement thereof; or (y) any cash payment made by the Borrower in respect thereof, shall constitute a Restricted Payment).
Return of Capital” means (a) any net cash amount received by any Obligor in respect of the outstanding principal of any Portfolio Investment (whether at stated maturity, by acceleration or otherwise), but not including any prepayment of a revolver that does not permanently reduce the related commitments, (b) without duplication of amounts received under
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clause (a), any net cash proceeds received by any Obligor from the sale of any property or assets pledged as collateral in respect of any Portfolio Investment to the extent such net cash proceeds are less than or equal to the outstanding principal balance of such Portfolio Investment, (c) any net cash amount received by any Obligor in respect of any Portfolio Investment that is an Equity Interest (x) upon the liquidation or dissolution of the issuer of such Portfolio Investment, (y) as a distribution of capital made on or in respect of such Portfolio Investment, or (z) pursuant to the recapitalization or reclassification of the capital of the issuer of such Portfolio Investment or pursuant to the reorganization of such issuer or (d) any similar return of capital received by any Obligor in cash in respect of any Portfolio Investment (in the case of clauses (a), (b), (c) and (d), net of any fees, costs, commissions, premiums, expenses and taxes payable or reasonably estimated to be payable with respect thereto (including reasonable legal fees and expenses)).
Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Dollar Credit Exposure and Revolving Multicurrency Credit Exposure at such time.
Revolving Dollar Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Syndicated Loans, and its LC Exposure and Swingline Exposure, at such time made or incurred under the Dollar Commitments.
Revolving Multicurrency Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Syndicated Loans, and its LC Exposure and Swingline Exposure, at such time made or incurred under the Multicurrency Commitments.
Revolving Percentage” means, as of any date of determination, the result, expressed as a percentage, of the Revolving Credit Exposure on such date divided by the aggregate outstanding Covered Debt Amount on such date.
RFR”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, bearing interest at a rate determined by reference to Daily Simple RFR for the applicable Currency.
RFR Administrator” means the SONIA Administrator or the SARON Administrator, as applicable.
RFR Applicable Credit Adjustment Spread” means, (a) with respect to RFR Loans denominated in Sterling, 0.1193%, and (b) with respect to RFR Loans denominated in Swiss Franc, 0.0031%.
RFR Business Day” means, for any Loans, Borrowings, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London and (b) Swiss Francs, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for the settlement of payments and foreign exchange transactions in Zurich.
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RFR Interest Day” has the meaning specified in the definition of “Daily Simple RFR”.
RFR Rate” means, for any Loans, Borrowings, interest, fees, commissions or other amounts denominated in, or calculated with respect to (a) Sterling, SONIA, and (b) Swiss Francs, SARON.
RFR Reference Day” has the meaning specified in the definition of “Daily Simple RFR”.
RIC” means a person qualifying for treatment as a “regulated investment company”, as defined in Section 851 of the Code.
S&P” means S&P Global Ratings or any successor thereto.
Sanctioned Country” means, at any time, a country, territory or region that is, or whose government is, the subject or target of any Sanctions (as of the Restatement Effective Date, Cuba, Iran, North Korea and Syria, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and non-government-controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine).
Sanctioned Person” means, at any time, (a) any Person that is on the list of Specially Designated Nationals and Blocked Persons or is the subject or target of Sanctions, (b) any Person located, organized, operating or resident in a Sanctioned Country or (c) any Person owned or controlled by any Person described in clause (a) or (b).
Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom or (c) any other relevant sanctions authority having jurisdiction over the Borrower or its Subsidiaries or any Lender.
SARON” means a rate equal to the Swiss Average Rate Overnight as administered by the SARON Administrator.
SARON Administrator” means the SIX Swiss Exchange AG (or any successor administrator of the Swiss Average Rate Overnight).
SARON Administrator’s Website” means SIX Swiss Exchange AG’s website, currently at https://www.six-group.com, or any successor source for the Swiss Average Rate Overnight identified as such by the SARON Administrator from time to time.
SBA” means the United States Small Business Administration or any Governmental Authority succeeding to any or all of the functions thereof.
SBIC Equity Commitment” means a commitment by an Obligor to make one or more capital contributions to an SBIC Subsidiary.
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SBIC Subsidiary” means any direct or indirect Subsidiary (including such Subsidiary’s general partner or managing entity to the extent that the only material asset of such general partner or managing entity is its equity interest in the SBIC Subsidiary) of any Obligor licensed as a small business investment company under the Small Business Investment Act of 1958, as amended (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) and which is designated by the Borrower (pursuant to a certificate of a Financial Officer delivered to the Administrative Agent) as an SBIC Subsidiary.
Screen Rate” means each of the Term SOFR Screen Rate, the EURIBOR Screen Rate, the Term CORRA Screen Rate, the BBSY Screen Rate, the BKBM Screen Rate, the STIBOR Screen Rate and the TIBOR Screen Rate.
SEC” means the United States Securities and Exchange Commission or any Governmental Authority succeeding to any or all of the functions thereof.
Secured Longer-Term Indebtedness” means Indebtedness of any Obligor that (a) has no scheduled amortization (other than for amortization in an amount not greater than 1% of the aggregate initial principal amount of such Indebtedness per annum; provided that amortization in excess of 1% per annum shall be permitted so long as the amount of such amortization in excess of 1% is permitted to be incurred pursuant to Section 6.01(i) or 6.01(o) hereof) prior to, and a final maturity date not earlier than, six (6) months after the Extended Final Maturity Date (it being understood that none of: (v) the conversion features into Permitted Equity Interests under convertible notes; (w) the triggering and/or settlement thereof solely with Permitted Equity Interests, except in the case of interest expense or fractional shares (which may be payable in Cash or Cash Equivalents); (x) any customary voluntary prepayment provisions permitted by the terms thereof; (y) any customary mandatory prepayment that is contingent upon the happening of an event that is not certain to occur (including a change of control or bankruptcy); or (z) any mandatory prepayment provisions as a result of any borrowing base or collateral base deficiency, shall, in any case, constitute “amortization” or a “final maturity date” for purposes of this definition); (b) is incurred pursuant to terms that are substantially comparable to (or more favorable to the Borrower than) market terms for substantially similar debt of other similarly situated borrowers as determined by the Borrower in good faith or, if such transaction is not one in which there are market terms for substantially similar debt of other similarly situated borrowers, on terms that are negotiated in good faith on an arm’s length basis (except, in each case, other than financial covenants and events of default (other than events of default customary in indentures or similar instruments that have no analogous provisions in this Agreement or credit agreements generally), which shall be not materially more burdensome upon the Borrower and its Subsidiaries, prior to the Termination Date, than those set forth in the Loan Documents); provided that, any Obligor may incur any Secured Longer-Term Indebtedness that otherwise would not meet the requirements set forth in this clause (b) if it has duly made a Modification Offer (whether or not it is accepted by the Required Lenders) (it being understood that put rights or repurchase or redemption obligations (x) in the case of convertible securities, in connection with the suspension or delisting of the Capital Stock of the Borrower or the failure of the Borrower to satisfy a continued listing rule with respect to its Capital Stock or (y) arising out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note offerings) or an Event of Default under this Agreement shall not be deemed to be more restrictive for purposes of this definition), and (c) is not secured by any assets
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of any Obligor other than pursuant to this Agreement or the Security Documents and the holders of which (or an authorized agent, representative or trustee of such holders) have either executed (i) a joinder agreement to the Guarantee and Security Agreement or (ii) such other document or agreement, in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent, pursuant to which the holders (or an authorized agent, representative or trustee of such holders) of such Secured Longer-Term Indebtedness shall have become a party to the Guarantee and Security Agreement and assumed the obligations of a Financing Agent or Designated Indebtedness Holder (in each case, as defined in the Guarantee and Security Agreement). “Secured Longer-Term Indebtedness” shall not include any Indebtedness arising under any Hedging Agreement.
Secured Shorter-Term Indebtedness” means, collectively, (a) any Indebtedness of an Obligor that is secured by any assets of any Obligor and that does not constitute Secured Longer-Term Indebtedness and that is not secured by any assets of any Obligor other than pursuant to this Agreement or the Security Documents and the holders of which (or an authorized agent, representative or trustee of such holders) have either executed (i) a joinder agreement to the Guarantee and Security Agreement or (ii) such other document or agreement, in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent, pursuant to which the holders (or an authorized agent, representative or trustee of such holders) of such Secured Shorter-Term Indebtedness shall have become a party to the Guarantee and Security Agreement and assumed the obligations of a Financing Agent or Designated Indebtedness Holder (in each case, as defined in the Guarantee and Security Agreement), and (b) any Indebtedness that is designated as “Secured Shorter-Term Indebtedness” pursuant to Section 6.11(a). “Secured Shorter-Term Indebtedness” shall not include any Indebtedness arising under any Hedging Agreement.
Security Documents” means, collectively, the Guarantee and Security Agreement and all other assignments, pledge agreements, security agreements, control agreements and other instruments executed and delivered on or after the Original Effective Date by any of the Obligors pursuant to the Guarantee and Security Agreement or otherwise providing or relating to any collateral security for any of the Secured Obligations under and as defined in the Guarantee and Security Agreement.
Senior Securities” means senior securities (as such term is defined and determined pursuant to the Investment Company Act and any orders of the SEC issued to the Borrower thereunder).
Shareholders’ Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of shareholders’ equity for the Borrower and its Subsidiaries at such date.
Significant Subsidiary” means (a) any Obligor or (b) any other Subsidiary that, on a consolidated basis with its Subsidiaries, has aggregate assets or aggregate revenues greater than the greater of $5,500,000 and 5% of the aggregate assets or aggregate revenues of the Borrower and its Subsidiaries, taken as a whole, as of the end of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable.
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SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.
SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
SOFR Determination Date” has the meaning assigned to such term in the definition of “Daily Simple SOFR”.
SOFR Rate Day” has the meaning assigned to such term in the definition of “Daily Simple SOFR”.
SONIA” means a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator.
SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).
SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
SPE Subsidiary” means
(a)    a direct or indirect Subsidiary of the Borrower or any other Obligor to which any Obligor sells, conveys or otherwise transfers (whether directly or indirectly) Cash, Cash Equivalents or other Investments, or which owns Investments, and that engages in no material activities other than in connection with the purchase, holding, disposition or financing of such assets and which is designated by the Borrower (as provided below) as an SPE Subsidiary, so long as:
(i)    no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Subsidiary (i) is Guaranteed by any Obligor (other than Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or obligates any Obligor in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property of any Obligor (other than property that has been contributed or sold, purported to be sold or otherwise transferred to such Subsidiary or any equity of such Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof,
(ii)    no Obligor has any material contract, agreement, arrangement or understanding with such Subsidiary other than on terms, taken as a whole, not materially less favorable to such Obligor (excluding customary sale and contribution agreements entered into with a single purpose entity that is structured to be bankruptcy remote and master participation agreements) than those that might be obtained at the time from Persons that are not Affiliates of any Obligor, other than fees payable in the ordinary course of business in connection with servicing receivables or financial assets and pursuant to any Standard Securitization Undertakings, and
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(iii)    to which no Obligor has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results, other than pursuant to Standard Securitization Undertakings; or
(b)    a direct or indirect Subsidiary of the Borrower or any other Obligor that is designated by the Borrower (as provided below) as an SPE Subsidiary, so long as:
(i)    such Subsidiary is the direct parent of any SPE Subsidiary referred to in clause (a) and meets the criteria set forth in clause (a)(i);
(ii)    such Subsidiary engages in no activities and has no assets (other than in connection with the transfer of assets to and from any SPE Subsidiary referred to in clause (a), its ownership of all of the Equity Interests of any SPE Subsidiary referred to in clause (a), any contracts, agreements, arrangements or arrangements not prohibited by clause (iii) below and Standard Securitization Undertakings) or liabilities (other than in connection with any contracts, agreements, arrangements or arrangements not prohibited by clause (iii) below and Standard Securitization Undertakings);
(iii)    no Obligor has any material contract, agreement, arrangement or
understanding with such holding company other than on terms, taken as a whole, not materially less favorable to such Obligor than those that might be obtained at the time from Persons that are not Affiliates of any Obligor, other than fees payable in the ordinary course of business in connection with servicing receivables or financial assets and pursuant to any Standard Securitization Undertakings; and
(iv)    no Obligor has any obligation to maintain or preserve such holding company’s financial condition or cause such entity to achieve certain levels of operating results, other than pursuant to Standard Securitization Undertakings.
    Any designation of an SPE Subsidiary by the Borrower shall be effected pursuant to a certificate of a Financial Officer delivered to the Administrative Agent, which certificate shall include a statement to the effect that, to the best of such Financial Officer’s knowledge, such designation complied with each of the conditions set forth in clause (a) or (b) above, as applicable. Each Subsidiary of an SPE Subsidiary shall be deemed to be an SPE Subsidiary and shall comply with the foregoing requirements of this definition.
As of the Restatement Effective Date, DLF Financing SPV LLC is an SPE Subsidiary.
Special Equity Interest” means any Equity Interest that is subject to a Lien in favor of creditors of the issuer of such Equity Interest or such issuer’s affiliates, provided that (a) such Lien was created to secure Indebtedness owing by such issuer or such issuer’s affiliates to such creditors, (b) such Indebtedness was (i) in existence and already secured by such Lien at the time the Obligors acquired such Equity Interest, (ii) incurred or assumed by such issuer and secured by such Lien substantially contemporaneously with such acquisition or (iii) a refinancing of the Indebtedness described in the foregoing clause (i) or clause (ii) and (c) unless such Equity Interest is not intended to be included in the Collateral, the documentation creating or governing such Lien does not prohibit the inclusion of such Equity Interest in the Collateral.
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Special Permitted Indebtedness” means (a) any Permitted Indebtedness incurred after the Restatement Effective Date that has no scheduled amortization prior to, and a final maturity date not earlier than, the Extended Final Maturity Date (it being understood that none of (v) the conversion features into Permitted Equity Interests under convertible notes, (w) the triggering and/or settlement thereof solely with Permitted Equity Interests, except in the case of interest expense or fractional shares (which may be payable in Cash or Cash Equivalents); (x) any customary voluntary prepayment provisions permitted by the terms thereof; or (y) any customary mandatory prepayment that is contingent upon the happening of an event that is not certain to occur (including a change of control or bankruptcy), shall, in any case, constitute “amortization” or a “final maturity date” for purposes of this definition) and (b) the 2029 Notes.
Specified Default” means any Default that is a violation of this Agreement (other than a Contingent Borrowing Base Deficiency for which the grace and/or cure period in Section 2.10(c)(ii) has not expired).
Specified Purchase” has the meaning assigned to such term in Section 2.08(e)(i)(E).
Specified Purchase Agreement Representations” means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).
Specified Representations” means the representations and warranties of the Borrower set forth in Section 3.01 (relating to corporate existence and corporate power and authority of the Obligors); Section 3.02 (relating to enforceability of the Loan Documents); Section 3.03(b) (relating to no conflicts with organizational documents (limited to the execution, delivery and performance of the Loan Documents, incurrence of Indebtedness thereunder and the granting of guarantees and security interests in respect thereof)); Section 3.07; Section 3.11; and Section 3.16.
Specified Target” has the meaning assigned to such term in Section 2.08(e)(i)(E).
Standard Securitization Undertakings” means, collectively, (a) customary arms-length servicing obligations (together with any related performance guarantees), (b) obligations (together with any related performance guarantees) to refund the purchase price or grant purchase price credits for dilutive events or misrepresentations (in each case unrelated to the collectability of the assets sold or the creditworthiness of the associated account debtors), (c) representations, warranties, covenants and indemnities (together with any related performance guarantees) of a type that are reasonably customary in middle market, broadly syndicated or commercial loan market accounts receivable securitizations, securitizations of financial assets, collateralized loan obligations, or loans to special purpose vehicles, including
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those owed to customary third-party service providers in connection with such transactions, such as rating agencies and accountants, and (d) obligations (together with any related performance guarantees) under any customary bad boy guarantee or guarantee of any make-whole premium.
Statutory Reserve Rate” means, for the Interest Period for any Term Benchmark Borrowing, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the arithmetic mean, taken over each day in such Interest Period, of the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to Regulation D. Term Benchmark Loans denominated in Euros shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
Sterling” means the lawful currency of the United Kingdom.
STIBOR” has the meaning assigned to such term in clause (f) of the definition of “Term Benchmark Rate”.
STIBOR Screen Rate” has the meaning assigned to such term in clause (f) of the definition of “Term Benchmark Rate”.
Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Anything herein to the contrary notwithstanding, the term “Subsidiary” shall not include any Person that constitutes an Investment (including a Joint Venture Investment) held by any Obligor in the ordinary course of business and that is not, under GAAP (as in effect on the Restatement Effective Date), consolidated on the financial statements of the Borrower and its Subsidiaries. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.
Subsidiary Guarantor” means any Subsidiary that is a Guarantor under the Guarantee and Security Agreement. It is understood and agreed that no Excluded Asset, Immaterial Subsidiary, Foreign Subsidiary or Subsidiary of a Foreign Subsidiary shall be required to be a Subsidiary Guarantor.
Swedish Krona” means the lawful currency of Sweden.
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Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of (a)(i) its Applicable Dollar Percentage of the total Swingline Exposure at such time incurred under the Dollar Commitments and (ii) its Applicable Multicurrency Percentage of the total Swingline Exposure at such time incurred under the Multicurrency Commitments (excluding, for purpose of this clause (a), in the case of any Lender that is a Swingline Lender, Swingline Loans made by it that are outstanding at such time to the extent that the other Lenders under such Lender’s Class of Commitments shall not have funded their participations in such Swingline Loans), adjusted, in each case, to give effect to any reallocation under Section 2.19 of the Swingline Exposure of Defaulting Lenders in effect at such time, plus (b) in the case of any Lender that is a Swingline Lender, the aggregate principal amount of all Swingline Loans made by such Lender outstanding at such time, less the amount of participations funded by the other Lenders under such Lender’s Class of Commitments in such Swingline Loans.
Swingline Lender” means Truist and each additional Swingline Lender designated pursuant to Section 2.04(e), each in its capacity as lender of Swingline Loans hereunder, and each of their respective successors in such capacity as provided in Section 2.04(d).
Swingline Loan” means a Loan made pursuant to Section 2.04.
Swiss Franc” means the lawful currency of Switzerland.
Syndicated”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, made pursuant to Section 2.01.
T2” means the real time gross settlement system operated by the Eurosystem, or any successor system as determined by the Administrative Agent to be a suitable replacement.
TARGET Day” means any day on which the T2 is open for the settlement of payments in Euros.
Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings (including backup withholding), assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Term Benchmark”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, bearing interest at a rate determined by reference to the Adjusted Term Benchmark Rate.
Term Benchmark Banking Day” means for any Term Benchmark Loan or Loans or Term Benchmark Borrowings, interest, fees, commissions or other amounts denominated in, or calculated with respect to:
(a)    Dollars, a U.S. Government Securities Business Day;
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(b)    Euros, a TARGET Day;
(c)    Canadian Dollars, a CORRA Business Day;
(d)    Australian Dollars, any day (other than a Saturday or Sunday) on which banks are open for business in Melbourne, Australia;
(e)    New Zealand Dollars, any day (other than a Saturday or Sunday) on which banks are open for business in Auckland, New Zealand;
(f)    Swedish Krona, any day (other than a Saturday or Sunday) on which banks are open for business in Stockholm, Sweden; and
(g)    Japanese Yen, any day (other than a Saturday or Sunday) on which banks are open for business in Tokyo, Japan.
Term Benchmark Rate” means, for any Interest Period:
(a)    in the case of Term Benchmark Borrowings denominated in Dollars, Term SOFR for such Interest Period;
(b)    in the case of Term Benchmark Borrowings denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate as administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period, as displayed on the applicable Bloomberg page (or on any successor or substitute page or service providing such quotations as determined by the Administrative Agent from time to time in its reasonable discretion; in each case, the “EURIBOR Screen Rate”) at approximately 11:00 a.m. (Brussels time) two Term Benchmark Banking Days for Euros prior to the first day of such Interest Period;
(c)    in the case of Term Benchmark Borrowings denominated in Canadian Dollars, Term CORRA for such Interest Period;
(d)    in the case of Term Benchmark Borrowings denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid rate or a successor thereto approved by the Administrative Agent (“BBSY”) as published by Reuters (or such other page or commercially available source providing BBSY (Bid) quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the day that is two Term Benchmark Banking Days for Australian Dollars prior to the first day of the Interest Period (or if such day is not an Term Benchmark Banking Day for Australian Dollars, then on the immediately preceding Term Benchmark Banking Day for Australian Dollars) with a term equivalent to such Interest Period (the “BBSY Screen Rate”); and
(e)    in the case of Term Benchmark Borrowings denominated in New Zealand Dollars, the rate per annum equal to the Bank Bill Reference Bid Rate or a successor thereto approved by the Administrative Agent (“BKBM”) as published by Reuters (or such other page or commercially available source providing BKBM (Bid) quotations as may be designated by the Administrative Agent from time to time) at or about 10:45 a.m. (Auckland, New Zealand time) on the day that is two Term Benchmark Banking Days for New Zealand Dollars prior to the first
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day of the Interest Period (or if such day is not an Term Benchmark Banking Day for New Zealand Dollars, then on the immediately preceding Term Benchmark Banking Day for New Zealand Dollars) with a term equivalent to such Interest Period (the “BKBM Screen Rate”);
(f)    in the case of Term Benchmark Borrowings denominated in Swedish Krona, the rate per annum equal to the Stockholm Interbank Offered Rate or a successor thereto approved by the Administrative Agent (“STIBOR”) as published by Reuters (or such other page or commercially available source providing STIBOR quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m. (Stockholm, Sweden time) on the day that is two Term Benchmark Banking Days for Swedish Krona prior to the first day of the Interest Period (or if such day is not an Term Benchmark Banking Day for Swedish Krona, then on the immediately preceding Term Benchmark Banking Day for Swedish Krona) with a term equivalent to such Interest Period (the “STIBOR Screen Rate”); and
(g)    in the case of Term Benchmark Borrowings denominated in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offered Rate as administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period, as displayed on the applicable Bloomberg page (or on any successor or substitute page or service providing such quotations as determined by the Administrative Agent from time to time) at approximately 11:00 a.m. (Tokyo time) two Term Benchmark Banking Days for Japanese Yen prior to the first day of such Interest Period (the “TIBOR Screen Rate”);
provided that, in each case, if such rate for any Currency is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
Term CORRA” means,
(a)    for any calculation with respect to a Term Benchmark Loan denominated in Canadian Dollars for any Interest Period, the sum of (i) the applicable Term CORRA Credit Adjustment Spread for such Interest Period and (ii) the Term CORRA Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination Day”) that is two (2) Term Benchmark Banking Days prior to the first day of such Interest Period, as such rate is published by the Term CORRA Administrator and is displayed on a screen or other information service, as identified or selected by the Administrative Agent (the “Term CORRA Screen Rate”); provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then clause (a)(ii) of this definition will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Term Benchmark Banking Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding Term Benchmark Banking Day is not more than three (3) Business Days prior to such Periodic Term CORRA Determination Day; and
(b)    for any calculation with respect to the Canadian Prime Rate for any day, the sum of (i) the Term CORRA Credit Adjustment Spread for Term Benchmark Loans for an Interest Period of one month and (ii) the Term CORRA Reference Rate for a tenor of one month on the day (such day, the “Canadian Prime Rate Term CORRA Determination Day”) that is two
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(2) Term Benchmark Banking Days prior to such day, as such rate is published by the Term CORRA Administrator and is displayed on a screen or other information service, as identified or selected by the Administrative Agent; provided, however, that if as of 1:00 p.m. (Toronto time) on any Canadian Prime Rate Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then clause (b)(ii) of this definition will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Term Benchmark Banking Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding Term Benchmark Banking Day is not more than three (3) Business Days prior to such Canadian Prime Rate Term CORRA Determination Day.
Term CORRA Administrator” means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator of the Term CORRA Reference Rate selected by the Administrative Agent in its reasonable discretion.
Term CORRA Credit Adjustment Spread” means, with respect to Term Benchmark Loans denominated in Canadian Dollars, (a) with an Interest Period of one month, 0.29547% and (b) with an Interest Period of three months, 0.32138%.
Term CORRA Reference Rate” means the forward-looking term rate based on CORRA.
Term CORRA Screen Rate” has the meaning assigned to such term in clause (a)(ii) of the definition of “Term CORRA”.
Term SOFR” means,
(a)    for any calculation with respect to a Term Benchmark Loan denominated in U.S. Dollars for any Interest Period, the sum of (i) the Term SOFR Credit Adjustment Spread and (ii) the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator (the “Term SOFR Screen Rate”); provided, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then clause (a)(ii) of this definition will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
(b)    for any calculation with respect to an ABR Loan on any day, the sum of (i) the Term SOFR Credit Adjustment Spread and (ii) the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the
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Term SOFR Administrator; provided that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then clause (b)(ii) of this definition will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.
Term SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
Term SOFR Credit Adjustment Spread” means 0.10%.
Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
Term SOFR Screen Rate” has the meaning assigned to such term in the definition of “Term SOFR”.
Termination Date” means the earliest to occur of (i) the Extended Final Maturity Date, (ii) the date of the termination of the Commitments in full pursuant to Section 2.08(c), or (iii) the date on which the Commitments are terminated pursuant to Article VII.
Testing Period” has the meaning assigned to such term in Section 5.12(b)(ii)(E)(x).
Testing Quarter” has the meaning assigned to such term in Section 5.12(b)(ii)(B).
TIBOR Screen Rate” has the meaning assigned to such term in clause (g) of the definition of “Term Benchmark Rate”.
Total Assets” means, as of any date of determination, the value of the total assets of the Obligors (which, for the avoidance of doubt, shall include the aggregate value of the equity interests in the Financing Subsidiaries held by the Obligors), less all liabilities and indebtedness of the Obligors not represented by Senior Securities, in each case, as of such date of determination.
Total Assets Concentration Limitation” means, as of any date of determination, the amount by which the aggregate value of Equity Interests in Financing Subsidiaries held by the Obligors as of such date of determination exceeds 15% of the Total Assets as of such date of determination.
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Total Secured Debt” means, as of any date of determination, the aggregate amount of Senior Securities representing secured indebtedness of the Obligors as of such date of determination.
Transactions” means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit under this Agreement.
Transferred Assets” has the meaning assigned to such term in Section 6.03(i).
Truist” means Truist Bank.
Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Adjusted Term Benchmark Rate, Daily Simple RFR or the Alternate Base Rate.
UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
Unasserted Contingent Obligations” means all (i) unasserted contingent indemnification obligations not then due and payable and (ii) unasserted expense reimbursement obligations not then due and payable. For the avoidance of doubt, “Unasserted Contingent Obligations” shall not include any reimbursement obligations in respect of any Letter of Credit.
Undisclosed Administration” means, in relation to a Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.
Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York.
Unquoted Investments” has the meaning set forth in Section 5.12(b)(ii)(B).
Unsecured Longer-Term Indebtedness” means (1) Indebtedness of any Obligor (which may be Guaranteed by one or more other Obligors) that (a) has no scheduled amortization (other than for amortization in an amount not greater than 1% of the aggregate initial principal amount of such Indebtedness per annum; provided that amortization in excess of 1% per annum
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shall be permitted so long as the amount of such amortization in excess of 1% is permitted to be incurred pursuant to Section 6.01(i), 6.01(l) or 6.01(o) hereof) prior to, and a final maturity date not earlier than, six (6) months after the Extended Final Maturity Date (it being understood that none of: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering and/or settlement thereof solely with Permitted Equity Interests, except in the case of interest expense or fractional shares (which may be payable in Cash or Cash Equivalents); (x) any customary voluntary prepayment provisions permitted by the terms thereof; or (y) any customary mandatory prepayment that is contingent upon the happening of an event that is not certain to occur (including a change of control or bankruptcy), in any case shall constitute “amortization” or a “final maturity date” for purposes of this definition); (b) is incurred pursuant to terms that are substantially comparable to (or more favorable to the Borrower than) market terms for substantially similar debt of other similarly situated borrowers as determined by the Borrower in good faith or, if such transaction is not one in which there are market terms for substantially similar debt of other similarly situated borrowers, on terms that are negotiated in good faith on an arm’s length basis (except, in each case, other than financial covenants and events of default (other than events of default customary in indentures or similar instruments that have no analogous provisions in this Agreement or credit agreements generally), which shall be not materially more burdensome upon the Borrower and its Subsidiaries, prior to the Termination Date, than those set forth in the Loan Documents); provided that any Obligor may incur any Unsecured Longer-Term Indebtedness that otherwise would not meet the requirements set forth in this clause (b) if it has duly made a Modification Offer (whether or not it is accepted by the Required Lenders) (it being understood that put rights or repurchase or redemption obligations (x) in the case of convertible securities, in connection with the suspension or delisting of the Capital Stock of the Borrower or the failure of the Borrower to satisfy a continued listing rule with respect to its Capital Stock or (y) arising out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note offerings) or an Event of Default under this Agreement shall not be deemed to be more restrictive for purposes of this definition) and (c) is not secured by any assets of any Obligor and (2) the 2027 Notes. For the avoidance of doubt the conversion of all or any portion of any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness into Permitted Equity Interests in accordance with Section 6.12(a), shall not cause such Indebtedness to be designated as Unsecured Shorter-Term Indebtedness or Special Permitted Indebtedness hereunder.
Unsecured Shorter-Term Indebtedness” means collectively, (a) any Indebtedness of an Obligor that (i) is not secured by any assets of any Obligor, (ii) does not constitute Unsecured Longer-Term Indebtedness or Special Permitted Indebtedness and (iii) has an initial term of at least three (3) years as of the issuance date (or, so long as such date is no more than ten (10) Business Days earlier than such issuance date, the initial pricing date) and (b) the 2025 Notes.
U.S. Government Securities” means securities that are direct obligations of, and obligations the timely payment of principal and interest on which is fully guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States and in the form of conventional bills, bonds, and notes.
U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets
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Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code; provided, however, that for purposes of Section 3.19 and Section 5.13, U.S. Person shall mean any United States citizen, lawful permanent resident, entity organized under the laws of the United States or any jurisdiction within the United States, including any foreign branch of any such entity, or any Person in the United States.
Value” has the meaning assigned to such term in Section 5.13.
Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
Withholding Agent” means the Borrower and the Administrative Agent.
Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
SECTION 1.02.Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Syndicated Dollar Loan” or “Syndicated Multicurrency Loan”), by Type (e.g., an “ABR Loan”) or by Class and Type (e.g., a “Syndicated Multicurrency Term Benchmark Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Dollar Borrowing”, “Multicurrency Borrowing” or “Syndicated Borrowing”), by Type (e.g., an “ABR Borrowing”) or by Class and Type (e.g., a “Syndicated ABR Borrowing” or “Syndicated Multicurrency Term Benchmark Borrowing”). Loans and Borrowings may also be identified by Currency.
SECTION 1.03.Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any
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particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof.
SECTION 1.04.Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.  Whether or not the Borrower may at any time adopt Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Subtopic 825-10 (or successor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to FASB Statement of Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted FASB Accounting Standards Codification Subtopic 825-10 (or such successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, FASB Statement of Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).
SECTION 1.05.Currencies; Currency Equivalents.
(a)Currencies Generally. At any time, any reference in the definition of the term “Agreed Foreign Currency” or in any other provision of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the Original Effective Date. Except as provided in Section 2.10(b) and the last sentence of Section 2.17(a), for purposes of determining (i) whether the amount of any Borrowing or Letter of Credit under the Multicurrency Commitments, together with all other Borrowings and Letters of Credit under the Multicurrency Commitments then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Multicurrency Commitments, (ii) the aggregate unutilized amount of the Multicurrency Commitments, (iii) the Revolving Credit Exposure, (iv) the Multicurrency LC Exposure, (v) the Covered Debt Amount and (vi) the Borrowing Base or the Value or the fair market value of any Portfolio Investment, the outstanding principal amount of any Borrowing or Letter of Credit that is denominated in any Foreign Currency or the Value or the fair market value of any Portfolio Investment that is denominated in any Foreign Currency
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shall be deemed to be the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing, Letter of Credit or Portfolio Investment, as the case may be, determined as of the date of such Borrowing or Letter of Credit (determined in accordance with the last sentence of the definition of the term “Interest Period”) or the date of the valuation of such Portfolio Investment, as the case may be. Wherever in this Agreement in connection with a Borrowing or Loan an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Foreign Currency). Notwithstanding the foregoing, for purposes of determining compliance with any basket in Sections 6.01(g), 6.01(i), 6.01(l), 6.01(o), 6.02(d), 6.03(g), 6.04(f), or 6.07(a) of this Agreement, in no event shall the Borrower or any Obligor be deemed to not be in compliance with any such basket solely as a result of a change in exchange rates.
(b)Special Provisions Relating to Euro. Each obligation hereunder of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the Original Effective Date shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such National Currency, such party shall be entitled to pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor.
Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the Original Effective Date; provided that the Administrative Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such change in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.
SECTION 1.06.Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized or acquired on the first date of its existence by the holders of its Equity Interests at such time.
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SECTION 1.07.Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Daily Simple RFR, or the Term Benchmark Rate or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the Daily Simple RFR, the Term Benchmark Rate or any other Benchmark prior to its discontinuance or unavailability, or (b) 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 the Alternate Base Rate, the Daily Simple RFR, the Term Benchmark Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Daily Simple RFR, the Term Benchmark Rate or any other Benchmark, 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.
SECTION 1.08.Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms, provides for one or more automatic (subject only to the passage of time) increases in the available amount thereof prior to the earlier of the then-applicable expiration date of such Letter of Credit (without giving effect to any renewal or extension) and twelve (12) months after the later of the (i) initial date of issuance of such Letter of Credit and (ii) most recent date of renewal or extension of such Letter of Credit, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.
SECTION 1.09.Issuers. For all purposes of this Agreement, all issuers of Portfolio Investments that are Affiliates of one another shall be treated as a single issuer, unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor.
SECTION 1.10.Reclassification. For purposes of determining compliance with the provisions in Article VI, in the event that a proposed transaction or other action meets the criteria of more than one of the categories described therein, the Borrower, in its sole discretion, will be permitted to classify such transaction or other action on the date it is consummated or otherwise taken or later reclassify such transaction or other action, in any manner that complies with each applicable provision of Article VI, so long as such transaction or other action is permitted to be consummated or otherwise taken pursuant to each applicable provision of Article VI at the time of reclassification.
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SECTION 1.11.Concurrent Transactions. For purposes of determining the permissibility of any action, change, transaction or event or compliance with any term, such determination shall be made on a pro forma basis, immediately after giving effect to any Concurrent Transactions.
SECTION 1.12.Outstanding Indebtedness. For the avoidance of doubt, to the extent that any Indebtedness is repaid, redeemed, repurchased, defeased or otherwise acquired, retired or discharged (or irrevocable notice for redemption thereof has been given and in connection with such notice, the Borrower has either (x) designated on its balance sheet as “restricted” or (y) deposited with the trustee in respect of such Indebtedness, in each case, an amount of Cash sufficient to consummate such redemption; provided that, from and after the date of such irrevocable notice, such Cash shall not be included in the Borrowing Base or held in an account of the Borrower or any of its Subsidiaries that is pledged to any Person (other than the Collateral Agent or the holders of such Indebtedness)), such Indebtedness shall be deemed to be paid off and not to be outstanding for any purpose hereunder to the extent of the amount of such repayment, redemption, repurchase, defeasance, retirement, discharge or irrevocable notice.
ARTICLE II

THE CREDITS
SECTION 2.01.The Commitments. Subject to the terms and conditions set forth herein:
(a)each Dollar Lender severally agrees to make Syndicated Loans in Dollars to the Borrower from time to time during such Dollar Lender’s Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders with Dollar Commitments then in effect exceeding the aggregate Dollar Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and
(b)each Multicurrency Lender severally agrees to make Syndicated Loans in Dollars and in Agreed Foreign Currencies to the Borrower from time to time during such Multicurrency Lender’s Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders with Multicurrency Commitments then in effect exceeding the aggregate Multicurrency Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Syndicated Loans.
SECTION 2.02.Loans and Borrowings.
(a)Obligations of Lenders. Each Syndicated Loan shall be made as part of a Borrowing consisting of Loans of the same Class of Commitments (other than with respect to any Syndicated Loan requested pursuant to Section 2.20), Currency and Type made by the
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applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.
(b)Type of Loans. Subject to Section 2.13, each Syndicated Borrowing of a Class shall be constituted entirely of ABR Loans, RFR Loans or Term Benchmark Loans of such Class denominated in a single Currency as the Borrower may request in accordance herewith. Each ABR Loan shall be denominated in Dollars and each Pro-Rata Borrowing shall be constituted entirely of ABR Loans or of Term Benchmark Loans denominated in Dollars. Each Term Benchmark Loan shall be denominated in Dollars or an Agreed Foreign Currency (other than Sterling and Swiss Francs). Each RFR Loan shall be denominated in Sterling or Swiss Francs. Each Lender at its option may make any Term Benchmark Loan or RFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and (ii) in exercising such option, such Lender shall use commercially reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Sections 2.14 and 2.19 shall apply).
(c)Minimum Amounts. Each Term Benchmark Borrowing and RFR Borrowing shall be in an aggregate principal amount of $1,000,000 or a larger multiple of $1,000,000, and each ABR Borrowing (whether a Syndicated Loan or a Swingline Loan) shall be in an aggregate principal amount of $1,000,000 or a larger multiple of $100,000 (or, in each case, such smaller amount as may be agreed to by the Administrative Agent); provided that (i) a Syndicated ABR Borrowing of a Class may be in an aggregate principal amount that is equal to the entire unused balance of the total Commitments of such Class or that is required to finance the reimbursement of an LC Disbursement of such Class as contemplated by Section 2.05(f) and (ii) any Pro-Rata Borrowing may be in an aggregate principal amount of $1,000,000 or a larger multiple of $100,000 (or, in each case, such smaller amount as may be agreed to by the Administrative Agent).
(d)Limitations on Interest Periods. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request (or to elect to convert to or continue as a Term Benchmark Borrowing) any Borrowing if the Interest Period requested therefor would end after the Final Maturity Date with respect to such Borrowing.
SECTION 2.03.Requests for Syndicated Borrowings.
(a)Notice by the Borrower. To request a Syndicated Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or electronic communication (i) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of a Term Benchmark Borrowing denominated in a Foreign Currency,
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not later than 12:00 p.m., New York City time, four Business Days before the date of the proposed Borrowing, (iii) in the case of an RFR Borrowing, not later than 12:00 p.m., New York City time, four Business Days before the date of the proposed Borrowing or (iv) in the case of a Syndicated ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request made by telephone or electronic communication shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or electronic mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Notwithstanding the other provisions of this Agreement, in the case of any Syndicated Borrowing denominated in Dollars, the Borrower may request that such Borrowing be split into a Dollar Loan in an aggregate principal amount equal to the Pro-Rata Dollar Portion and a Multicurrency Loan in an aggregate amount equal to the Pro-Rata Multicurrency Portion (any such Borrowing, a “Pro-Rata Borrowing”). Except as expressly set forth in this Agreement, a Pro-Rata Borrowing shall be treated as being comprised of two (2) separate Borrowings, a Dollar Borrowing under the Dollar Commitments and a Multicurrency Borrowing under the Multicurrency Commitments.
(b)
(c)Content of Borrowing Requests. Each telephonic and written (including by e-mail) Borrowing Request shall specify the following information in compliance with Section 2.02:
(i)whether such Borrowing is to be made under the Dollar Commitments or the Multicurrency Commitments or as a Pro-Rata Borrowing;
(ii)in the case of a Syndicated Borrowing, if such Borrowing is a Pro-Rata Borrowing, the Pro-Rata Dollar Portion and the Pro-Rata Multicurrency Portion;
(iii)the aggregate amount and Currency of the requested Borrowing;
(iv)the date of such Borrowing, which shall be a Business Day;
(v)in the case of a Syndicated Borrowing denominated in Dollars, whether such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing;
(vi)in the case of a Borrowing denominated in an Agreed Foreign Currency, whether such Borrowing is to be a Term Benchmark Borrowing or an RFR Borrowing;
(vii)in the case of a Term Benchmark Borrowing, the Interest Period therefor, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d); and
(viii)the location and number of the Borrower’s account (or such other account(s) as the Borrower may designate in a written Borrowing Request accompanied by information reasonably satisfactory to the Administrative Agent as to the identity and purpose of such other account(s)) to which funds are to be disbursed or, in the case of any ABR Borrowing requested to finance the reimbursement of an LC Disbursement
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provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement, which will comply with the requirements of Section 2.06.
(d)Notice by the Administrative Agent to the Lenders. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amounts of such Lender’s Loan to be made as part of the requested Borrowing.
(e)Failure to Elect. If no election as to the Currency of a Syndicated Borrowing is specified in a Borrowing Request, then the requested Syndicated Borrowing shall be denominated in Dollars and shall be a Pro-Rata Borrowing. If no election as to the Type of a Syndicated Borrowing is specified in a Borrowing Request, then the requested Borrowing shall be a Term Benchmark Borrowing having an Interest Period of one month and, if an Agreed Foreign Currency has been specified, the requested Syndicated Borrowing shall be a Term Benchmark Borrowing denominated in such Agreed Foreign Currency and having an Interest Period of one month; provided that, if the specified Agreed Foreign Currency is Sterling or Swiss Francs, the requested Borrowing shall be a RFR Borrowing denominated in Sterling or Swiss Francs, as applicable. If a Term Benchmark Borrowing is requested but no Interest Period is specified in a Borrowing Request, (i) if the Currency specified for such Borrowing is Dollars (or if no Currency has been so specified), the requested Borrowing shall be a Term Benchmark Borrowing denominated in Dollars having an Interest Period of one month’s duration, and (ii) if the Currency specified for such Borrowing is an Agreed Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
SECTION 2.04.Swingline Loans.
(a)Agreement to Make Swingline Loans. Subject to the terms and conditions set forth herein, each Swingline Lender severally agrees to make Swingline Loans under each Commitment to the Borrower from time to time during the Extended Availability Period in Dollars, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of both Classes of Commitments exceeding $50,000,000 or the aggregate principal amount of outstanding Swingline Loans of any Swingline Lender exceeding $50,000,000, (ii) the total Revolving Dollar Credit Exposures exceeding the aggregate Dollar Commitments, (iii) the total Revolving Multicurrency Credit Exposures exceeding the aggregate Multicurrency Commitments or (iv) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay, prepay and reborrow Swingline Loans.
(b)Notice of Swingline Loans by the Borrower. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy or electronic communication) not later than 12:00 p.m., New York City time, on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the Swingline Lender from which such Swingline Loan shall be made, the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and whether such Swingline Loan is to be made under the Dollar Commitments or the Multicurrency Commitments. The Administrative Agent will promptly advise the applicable Swingline Lender
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of any such notice received from the Borrower. Each Swingline Lender shall make each applicable Swingline Loan available to the Borrower by means of a credit to the account specified in Section 2.03(b)(viii) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c)Participations by Lenders in Swingline Loans. Subject to Section 2.20, any Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time on any Business Day, require the Lenders of the applicable Class of Commitments (other than Non-Extending Lenders for which such Non-Extending Lender’s applicable Non-Extending Commitment Termination Date shall have occurred) to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans of such Class made by such Swingline Lender outstanding (and in the event any such Swingline Loan is not repaid within five (5) Business Days and the Borrower has submitted a Borrowing Request in accordance with Section 2.03, such Swingline Loan shall be converted to a Term Benchmark Loan denominated in Dollars having an Interest Period of one (1) month’s duration made ratably by the applicable Lenders and shall no longer constitute a Swingline Loan). Such notice to the Administrative Agent shall specify the aggregate amount of Swingline Loans in which the applicable Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Lender, specifying in such notice such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for the account of the applicable Swingline Lender, such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the case may be, of such Swingline Loan or Loans; provided that no Lender shall be required to purchase a participation in a Swingline Loan pursuant to this Section 2.04(c) if (x) the conditions set forth in Section 4.02 would not be satisfied in respect of a Borrowing at the time such Swingline Loan was made and (y) the Required Lenders of the respective Class shall have so notified the applicable Swingline Lender in writing and shall not have subsequently determined that the circumstances giving rise to such conditions not being satisfied no longer exist.
Subject to the foregoing and Section 2.20, each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph (c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments of the respective Class, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the relevant Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds
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of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(d)Resignation and Replacement of Swingline Lender. Any Swingline Lender may resign and be replaced at any time by written agreement among the Borrower, the Administrative Agent, the resigning or replaced Swingline Lender and a successor Swingline Lender. In addition, if any Swingline Lender, in its capacity as a Lender, assigns all of its Loans and Commitments in connection with the terms of this Agreement, such Swingline Lender shall be deemed to have automatically resigned as Swingline Lender hereunder. On or after the effective date of any such resignation, the Borrower and the Administrative Agent may, by written agreement, appoint a successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such resignation and replacement of any Swingline Lender. The Administrative Agent shall notify the Lenders of any such appointment of a successor Swingline Lender. Upon the effectiveness of any replacement or resignation of any Swingline Lender, the Borrower shall pay all unpaid fees accrued for the account of the replaced or resigning Swingline Lender pursuant to Section 2.11. From and after the effective date of the appointment of a successor Swingline Lender, (i) such successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans to be made by such successor Swingline Lender thereafter and (ii) references herein to the term “Swingline Lender” and/or “Swingline Lenders” shall be deemed to refer to such successor or successors (and the other current Swingline Lenders, if applicable) or to any previous Swingline Lender, or to such successor or successors (and all current Swingline Lenders) and all previous Swingline Lenders, as the context shall require. After the replacement or resignation of a Swingline Lender hereunder, the replaced or resigning Swingline Lender shall have no obligation to make additional Swingline Loans.
(e)Designation of Additional Swingline Lenders. The Borrower may, at any time and from time to time, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), designate as additional Swingline Lenders one (1) or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent, executed by the Borrower, the Administrative Agent and such designated Lender and, from and after the effective date of such agreement, (i) such Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and the other Loan Documents and (ii) references herein or therein to the term “Swingline Lender” shall be deemed to include such Lender in its capacity as a maker of Swingline Loans hereunder.
SECTION 2.05.Letters of Credit.
(a)General. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the Borrower may request any Issuing Bank to issue, and each Issuing Bank severally agrees to issue, at any time and from time to time during the Extended Availability Period and under either the Dollar Commitments or Multicurrency
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Commitments, Letters of Credit denominated in Dollars or (in the case of Letters of Credit under the Multicurrency Commitments) in any Agreed Foreign Currency for its own account or the account of its designee (provided that the Obligors shall remain primarily liable to the Lenders hereunder for payment and reimbursement of all amounts payable in respect of the Letters of Credit hereunder) in such form as is acceptable to such Issuing Bank and such named beneficiary or beneficiaries as are specified by the Borrower, each in its reasonable determination and for the benefit of such named beneficiary or beneficiaries as are specified by the Borrower. Letters of Credit issued hereunder shall constitute utilization of the Commitments up to the aggregate amount then available to be drawn thereunder. Without limiting any rights of an Issuing Bank under this Section 2.05, no Issuing Bank shall be obligated to issue, amend, renew or extend any Letter of Credit (x) denominated in any Foreign Currency if at the time of such issuance, such Issuing Bank, in its capacity as a Lender, would not be required to make Loans in such Foreign Currency hereunder or (y) the proceeds of which would be made available to any Person (1) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (2) in any manner that would result in a violation of any Sanctions by any party to this Agreement.
(b)Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by such Issuing Bank) to any Issuing Bank and the Administrative Agent (reasonably in advance of, which shall not be required to exceed five (5) Business Days in advance of, the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount and Currency of such Letter of Credit, whether such Letter of Credit is to be issued under the Dollar Commitments or the Multicurrency Commitments, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
(c)Limitations on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure of the Issuing Banks (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed $50,000,000, (ii) the aggregate LC Exposure of the applicable Issuing Bank requested to issue such Letter of Credit (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed the amount set forth opposite the name of such Issuing Bank on Schedule 2.05 (or such greater amount as may be agreed between the Borrower and such Issuing Bank from time to time), (iii) the total Revolving Dollar Credit Exposures shall
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not exceed the aggregate Dollar Commitments at such time, (iv) the total Revolving Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitments at such time and (v) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.
(d)Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months after the then-current expiration date of such Letter of Credit, so long as such renewal or extension occurs within three months of such then-current expiration date); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods. No Letter of Credit may be renewed following the earlier to occur of the Extended Commitment Termination Date and the Termination Date, except to the extent that the relevant Letter of Credit is Cash Collateralized no later than five (5) Business Days prior to the Extended Commitment Termination Date or Termination Date, as applicable, and the Borrower pays the applicable Issuing Bank all fronting fees scheduled to be due and payable during the term of the relevant Letter of Credit or supported by another letter of credit, in each case pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent.
(e)Participations. Subject to Section 2.20, by the issuance of a Letter of Credit of a Class of Commitment (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Bank, and without any further action on the part of such Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Dollar Lender (other than any Non-Extending Lender for which such Non-Extending Lender’s applicable Non-Extending Commitment Termination Date has occurred), in the case of a Letter of Credit issued under the Dollar Commitments, and each Multicurrency Lender (other than any Non-Extending Lender for which such Non-Extending Lender’s applicable Non-Extending Commitment Termination Date has occurred), in the case of a Letter of Credit issued under the Multicurrency Commitments, and each Lender of such Class hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Dollar Lender’s Applicable Dollar Percentage, in the case of a Letter of Credit issued under the Dollar Commitments, or Applicable Multicurrency Percentage, in the case of a Letter of Credit issued under the Multicurrency Commitments, of the aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the applicable Commitments; provided that no Lender shall be required to purchase a participation in a Letter of Credit pursuant to this Section 2.04(e) if (x) the conditions set forth in Section 4.02 would not be satisfied in respect of a Borrowing at the time such Letter of Credit was issued and (y) the Administrative Agent or any Lender shall have so notified such Issuing Bank in writing at least two Business Days prior to the requested date of issuance of such Letter of Credit and shall not have subsequently determined that the circumstances giving rise to such conditions not being satisfied no longer exist. Unless an Issuing Bank has received written notice from any Lender, the Administrative Agent or the Borrower, at least two Business Days prior to the requested date of issuance of the applicable Letter of Credit, that one or more applicable conditions contained in Section 4.02 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall be entitled to assume all such conditions are satisfied.
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Subject to Section 2.20, in consideration and in furtherance of the foregoing, each Lender of a Class of Commitment (other than any Non-Extending Lender for which such Non-Extending Lender’s applicable Non-Extending Commitment Termination Date has occurred) hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of each Issuing Bank, such Dollar Lender’s Applicable Dollar Percentage, in the case of a Letter of Credit issued under the Dollar Commitments, or such Multicurrency Lender’s Applicable Multicurrency Percentage, in the case of a Letter of Credit issued under the Multicurrency Commitments, of each LC Disbursement made by such Issuing Bank in respect of Letters of Credit of such Class promptly upon the request of such Issuing Bank at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section 2.05(f), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.
(f)Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement in Dollars, or in the case of a Letter of Credit denominated in an Agreed Foreign Currency, the Borrower shall reimburse such Issuing Bank in such Agreed Foreign Currency, (i) not later than 3:00 p.m., New York City time, on the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) not later than 1:00 p.m., New York City time on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such LC Disbursement is not less than $1,000,000 (or such smaller amount as may be agreed to by the Administrative Agent) and is denominated in Dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Syndicated ABR Borrowing or a Swingline Loan of the respective Class in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Syndicated ABR Borrowing or Swingline Loan.
If the Borrower fails to make such payment when due, the Administrative Agent shall notify each applicable Lender with a Commitment then in effect of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage, in the case of a Letter of Credit denominated in Dollars, or such Multicurrency Lender’s Applicable Multicurrency Percentage, in the case of a Letter of Credit denominated in an Agreed Foreign Currency, thereof.
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(g)Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, and (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.
Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by such Issuing Bank or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct, as determined by a final non-appealable decision of a court of competent jurisdiction, when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that:
(i)the Issuing Banks may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit;
(ii)the Issuing Banks shall have the right, in their sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and
(iii)this sentence shall establish the standard of care to be exercised by the Issuing Banks when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable law, any standard of care inconsistent with the foregoing).
(h)Disbursement Procedures. Each Issuing Bank shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit issued by such Issuing Bank. The applicable Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower by telephone
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(confirmed by telecopy or electronic communication) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the applicable Lenders with respect to any such LC Disbursement.
(i)Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Syndicated ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement within two Business Days following the date when due pursuant to paragraph (f) of this Section, then the provisions of Section 2.12(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.
(j)Resignation and/or Replacement of an Issuing Bank. An Issuing Bank may resign and be replaced at any time by written agreement among the Borrower, the Administrative Agent, the resigning or replaced Issuing Bank and the successor Issuing Bank. In addition, if any Issuing Bank, in its capacity as a Lender, assigns all of its Loans and Commitments in accordance with the terms of this Agreement, such Issuing Bank may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided that no consent of the Borrower shall be required if an Event of Default has occurred and is continuing), resign as an Issuing Bank hereunder upon not less than three Business Days prior written notice to the Administrative Agent and the Borrower; provided, further, in determining whether to give any such consent, the Borrower may consider, among other factors, the sufficiency of availability of Letters of Credit hereunder. The Administrative Agent shall notify the Lenders of any such resignation and replacement of an Issuing Bank. Upon the effectiveness of any resignation or replacement of an Issuing Bank, the Borrower shall pay all unpaid fees accrued for the account of the resigning or replaced Issuing Bank pursuant to Section 2.11(b). From and after the effective date of the appointment of a successor Issuing Bank, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” and/or “Issuing Banks” shall be deemed to refer to such successor or successors (and other current Issuing Banks, if applicable) or to any previous Issuing Bank, or to such successor or successors (and all other current Issuing Banks) and all previous Issuing Banks, as the context shall require. After the effective replacement or resignation of the Issuing Bank hereunder, the resigning or replaced Issuing Bank, as the case may be, shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit.
(k)Cash Collateralization. If the Borrower shall be required to provide Cash Collateral for LC Exposure pursuant to Section 2.05(d), Section 2.09(a), Section 2.10(b), (c) or (e), Section 2.20 or the last paragraph of Article VII, the Borrower shall immediately (or in accordance with the time periods specified in the applicable section) deposit into a segregated
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collateral account or accounts (herein, collectively, the “Letter of Credit Collateral Account”) in the name and under the dominion and control of the Administrative Agent, for the benefit of the Lenders, Cash denominated in the Currency of the Letter of Credit under which such LC Exposure arises in an amount equal to the amount required under Section 2.05(d), Section 2.09(a), Section 2.10(b), (c) or (e), Section 2.20 or the last paragraph of Article VII, as applicable. Such deposit shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure under this Agreement and thereafter for the payment of the “Secured Obligations” under and as defined in the Guarantee and Security Agreement, and for these purposes the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Lenders in the Letter of Credit Collateral Account and in any financial assets (as defined in the Uniform Commercial Code) or other property held therein. If the Borrower is required to provide Cash Collateral hereunder as a result of the occurrence of an Event of Default, such Cash Collateral (to the extent not applied as set forth in this Section 2.05(k)) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide Cash Collateral hereunder pursuant to Section 2.10(b)(ii), such Cash Collateral (to the extent not applied as set forth in this Section 2.05(k) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the aggregate Credit Exposures would not exceed the aggregate Commitments and no Specified Default or Event of Default shall have occurred and be continuing.
(l)No Obligation to Issue After Certain Events. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank shall refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date and which such Issuing Bank in good faith deems material to it, or the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.
(m)Applicability of ISP and UCP. Unless otherwise expressly agreed by an Issuing Bank and the Borrower when a Letter of Credit is issued, (i) the rules of the International Standby Practices shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.
(n)Conflict with Letter of Credit Documents.  In the event of any conflict between the terms of this Agreement and the terms of any Letter of Credit Document, the terms of this Agreement shall control.
(o)Additional Issuing Banks. From time to time, the Borrower may, by notice to the Administrative Agent, designate additional Extending Lenders as an Issuing Bank, so long as each such Lender agrees (in its sole discretion) to act in such capacity and is
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reasonably satisfactory to the Administrative Agent; provided that each such notice shall include an updated Schedule 2.05; provided, further, that the Borrower shall not update Schedule 2.05 to increase any Issuing Bank’s maximum LC Exposure without such Issuing Bank’s consent. Each such additional Issuing Bank shall execute a counterpart of this Agreement upon the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall thereafter (i) such Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents and (ii) references herein or therein to the term “Issuing Bank” shall be deemed to include such Lender in its capacity as an issuer of Letters of Credit hereunder.
SECTION 2.06.Funding of Borrowings.
(a)Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 11:00 a.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders (except for same-day ABR Borrowings, in which case each Lender shall make its funds available to the Administrative Agent not later than 2:00 p.m., New York City time); provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the Borrower in the applicable Borrowing Request; provided that Syndicated ABR Borrowings made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) shall be remitted by the Administrative Agent to the applicable Issuing Bank.
(b)Presumption by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the case of the Borrower, the interest rate applicable at the time to ABR Loans in the case of a Dollar Borrowing or the interest rate applicable to such Borrowing in the case of a Multicurrency Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Nothing in this paragraph shall relieve any Lender of its obligation to fulfill its commitments hereunder, and this paragraph shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
SECTION 2.07.Interest Elections.
(a)Elections by the Borrower for Syndicated Borrowings. Subject to Section 2.03(d), the Loans constituting each Syndicated Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term Benchmark Borrowing,
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shall have the Interest Period specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Term Benchmark Borrowing, may elect the Interest Period therefor, all as provided in this Section; provided, however, that (i) except as set forth in Sections 2.13 and 2.21, a Syndicated Borrowing of a Class may only be continued or converted into a Syndicated Borrowing of the same Class, (ii) except as set forth in Sections 2.13 and 2.21, a Syndicated Borrowing denominated in one Currency may not be continued as, or converted to, a Syndicated Borrowing in a different Currency, (iii) prior to the Extended Commitment Termination Date, no Term Benchmark Borrowing or RFR Borrowing denominated in a Foreign Currency may be continued if, after giving effect thereto, the aggregate Revolving Multicurrency Credit Exposures would exceed the aggregate Multicurrency Commitments, and (iv) a Term Benchmark Borrowing or RFR Borrowing denominated in a Foreign Currency may not be converted to a Borrowing of a different Type. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders of the respective Class holding the Loans constituting such Borrowing, and the Loans constituting each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued except in accordance with Section 2.04(c).
(b)Notice of Elections. To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone, delivery of a signed Interest Election Request or e-mail by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Syndicated Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly (but no later than the close of business on the date of such request) by hand delivery, telecopy or electronic communication to the Administrative Agent of a written Interest Election Request signed by the Borrower.
(c)Content of Interest Election Requests. Each telephonic and written (including by e-mail) Interest Election Request shall specify the following information in compliance with Section 2.02:
(i)the Borrowing (including the Class of Commitment) to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) of this paragraph shall be specified for each resulting Borrowing);
(ii)the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii)whether, in the case of a Borrowing denominated in Dollars, the resulting Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing; and
(iv)if the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period therefor after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d).
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(d)Notice by the Administrative Agent to the Lenders. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e)Failure to Elect; Events of Default. If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term Benchmark Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to a Syndicated Term Benchmark Borrowing of the same Class having an Interest Period of one month, and (ii) if such Borrowing is denominated in a Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, (i) any Term Benchmark Borrowing denominated in Dollars shall, at the end of the applicable Interest Period for such Term Benchmark Borrowing, be automatically converted to an ABR Borrowing and (ii) any Term Benchmark Borrowing denominated in a Foreign Currency shall not have an Interest Period of more than one month’s duration.
SECTION 2.08.Termination, Reduction or Increase of the Commitments.
(a)Scheduled Termination. Unless previously terminated, (i) the Commitments of each Extending Lender with respect to such Extending Lender’s Extended Loans shall: (x) equal the Revolving Credit Exposure of such Extending Lender on the Extended Commitment Termination Date, (y) thereafter such Commitment shall be reduced automatically as and to the extent of reductions in the Revolving Credit Exposure of the Class of Commitments of such Extending Lender, and (z) terminate on the Extended Final Maturity Date and (ii) the Commitments of each Non-Extending Lender with respect to such Non-Extending Lender’s Non-Extended Loans shall: (x) equal the Revolving Credit Exposure of such Non-Extending Lender on the Non-Extended Commitment Termination Date, (y) thereafter such Commitment shall be reduced automatically as and to the extent of reductions in the Revolving Credit Exposure of the Class of Commitments of such Non-Extending Lender, and (z) terminate on the Non-Extended Final Maturity Date.
(b)Voluntary Termination or Reduction. The Borrower may at any time without premium or penalty terminate, or from time to time reduce, the Commitments of either Class of Commitment; provided that (i) each reduction of the Commitments of a Class shall be in an amount that is $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, if less, the entire amount of the Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Commitments of either Class of Commitment if, immediately after giving effect to any concurrent prepayment of the Syndicated Loans of such Class in accordance with Section 2.10, the total Revolving Credit Exposures of such Class would exceed the total Commitments of such Class. Any such reduction of the Commitments below the principal amount of the Swingline Loans permitted under Section 2.04(a)(i) and the Letters of Credit permitted under Section 2.05(c)(i) shall result in a dollar-for-dollar reduction of such amounts as applicable.
(c)Notice of Voluntary Termination or Reduction. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under
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paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction (or such lesser period agreed to by the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Commitments of a Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(d)Effect of Termination or Reduction. Any termination or reduction of the Commitments of a Class of Commitments pursuant to clause (b) shall be permanent. Each reduction of the Commitments of a Class of Commitments pursuant to clause (b) shall be made ratably among the Lenders of such Class (including with respect to (x) Dollar Lenders and Multicurrency Lenders and (y) Extending Lenders and Non-Extending Lenders) in accordance with their respective Commitments of such Class.
(e)Increase of the Commitments.
(i)Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class of Commitments be increased (each such proposed increase being a “Commitment Increase”) (provided that in no event shall a Class of Non-Extended Loans be increased hereunder), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender that shall have agreed to an additional Commitment of the same Class as its existing Commitment (each an “Increasing Lender”) and/or each additional lender that shall have agreed to a new Commitment or existing Lender that shall have agreed to a new Commitment of a different Class than its existing Commitment (each an “Assuming Lender”) and the date on which such increase is expected to be effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Extended Commitment Termination Date; provided that:
(A)the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;
(B)immediately after giving effect to such Commitment Increase (including, if applicable, the substantially concurrent reduction of the Commitments of a Non-Extending Lender in accordance with Section 2.08(f), the total Commitments of all of the Lenders hereunder shall not exceed $2,175,000,000;
(C)each Assuming Lender shall be consented to by the Administrative Agent, each Issuing Bank and each Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed);
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(D)in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E)(1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other business development company advised by the Investment Adviser by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
(ii)Effectiveness of Commitment Increase by Borrower. On each Commitment Increase Date for any Commitment Increase, the Assuming Lender, if any, shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of the respective Class of any Increasing Lender part of such Commitment Increase, if any, shall be increased as of such Commitment Increase Date; provided that:
(x)    the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in the foregoing paragraph (i) has been satisfied; and
(y)    each Assuming Lender or Increasing Lender shall have delivered to the Administrative Agent, on or prior to the Commitment Increase Date, an increasing/joinder agreement substantially in the form of Exhibit D or such other form as shall be reasonably satisfactory to the Borrower and the Administrative Agent (each, an “Increasing Lender/Joining Lender Agreement”), pursuant to which such Lender shall, effective as of such Commitment Increase Date, undertake a Commitment or an increase of Commitment in each case of the respective Class, duly executed by such Assuming Lender or Increasing Lender, as applicable, and the Borrower and acknowledged by the Administrative Agent.
Promptly following satisfaction of such conditions, the Administrative Agent shall notify the Lenders of such Class (including any Assuming Lenders) thereof and of the occurrence of the Commitment Increase Date by facsimile transmission or electronic messaging system.
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(iii)Recordation into Register. Upon its receipt of an Increasing Lender/Joining Lender Agreement executed by an Assuming Lender or any Increasing Lender, together with the certificate referred to in clause (ii)(x) above, the Administrative Agent shall, if such agreement has been completed, (x) accept such agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(iv)Adjustments of Borrowings upon Effectiveness of Increase. On each Commitment Increase Date, the Borrower shall (A) prepay the outstanding Loans (if any) of the affected Class of Commitments in full, (B) simultaneously borrow new Loans of such Class hereunder in an amount equal to such prepayment (which may also include the amount of any fees, expenses or amounts due by the Borrower on or prior to the Commitment Increase Date); provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the existing Lenders, the Increasing Lenders and the Assuming Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of such Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Class of such Lenders (after giving effect to such Commitment Increase) and (C) pay to the Lenders of such Class the amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith, the Lenders of such Class shall be deemed to have adjusted their participation interests in any outstanding Swingline Loans and Letters of Credit of such Class so that such interests are held ratably in accordance with their Commitments of such Class as so increased.
(f)Reduction of Non-Extending Lenders’ Commitment. Notwithstanding anything to the contrary herein (including Section 2.08(d)):
(i)The Borrower may at any time (x) terminate, or from time to time reduce, the Commitment of any Non-Extending Lender without reducing the Commitments of any other Lender of the same Class of Commitments of such Non-Extending Lender or (y) at any time after a Non-Extending Lender’s Non-Extended Commitment Termination Date and so long as (1) no Event of Default exists, (2) no event or condition exists which, upon notice, lapse of time or both would, unless cured or waived, become an Event of Default under clause (a), (b), (i), (j) or (k) of Section 7.01, and (3) the Adjusted Gross Borrowing Base exceeds the Covered Debt Amount at such time, prepay the Loans of such Non-Extending Lender without prepaying the Loans of any other Lender of the same Class of Commitments of such Non-Extending Lender; provided that each reduction of the Commitment or prepayment of Loans of a Non-Extending Lender hereunder shall be in an amount that is $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or, in each case, the entire Commitment or outstanding Loans of such Non-Extending Lender, as applicable).
(ii)The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitment or prepay the Loans of any Non-Extending Lender under this clause (f) at least three Business Days (or such lesser period
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as the Administrative Agent may reasonably agree) prior to (x) the related Commitment Increase Date in the case of any termination or reduction or (y) the effective date of such prepayment, in each case, specifying such election and the related Commitment Increase Date or effective date thereof, as applicable. Promptly following receipt of any notice, the Administrative Agent shall advise each Lender of the contents thereof. Each notice delivered by the Borrower pursuant to this clause (f) shall be irrevocable; provided that a notice of termination or reduction may state that such notice is conditioned upon the effectiveness of other events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(iii)Any termination or reduction of the Commitment or prepayment of Loans of any Non-Extending Lender pursuant to this clause (f) shall be permanent and, if applicable in connection with any termination or reduction of Commitments, shall be made concurrently with all required reallocations, prepayments and cash collateralizations required under Section 2.20; provided, that for the avoidance of doubt, if any Loans or Letters of Credit are outstanding, no reduction or termination of Commitments shall be made pursuant to this Section 2.08(f) if the conditions set forth in Section 4.02 are not satisfied on the date of such reduction or termination.
SECTION 2.09.Repayment of Loans; Evidence of Debt.
(a)Repayment. The Borrower hereby unconditionally promises to pay the Loans of each Class of Final Maturity Date or Commitments, as applicable, as follows:
(i)to the Administrative Agent for the account of the Lenders of such Class of Final Maturity Date the outstanding principal amount of the Syndicated Loans of the Lenders of such Class of Final Maturity Date and all other amounts due and owing hereunder and under the other Loan Documents on the applicable Final Maturity Date for such Class; and
(ii)to the applicable Swingline Lender the then unpaid principal amount of each Swingline Loan of each Class of Commitment denominated in Dollars made by such Swingline Lender, on the earlier of the Extended Commitment Termination Date and the first date after such Swingline Loan is made that is the last day of a calendar month and is at least ten Business Days after such Swingline Loan is made; provided that any Swingline Loan that is not repaid timely in accordance with this clause (ii) shall be automatically converted to a Term Benchmark Loan in accordance with Section 2.04(c); provided further that on each date that a Syndicated Borrowing of such Class of Commitment is made, the Borrower shall repay all Swingline Loans of such Class of Commitment then outstanding.
In addition, on the Extended Commitment Termination Date, the Borrower shall deposit Cash into the Letter of Credit Collateral Account (denominated in the Currency of the Letter of Credit under which such LC Exposure arises) in an amount equal to 100% of the undrawn face amount of all Letters of Credit outstanding on the close of business on the Extended Commitment Termination Date, such deposit to be held by the Administrative Agent as collateral security for the LC Exposure under this Agreement in respect of the undrawn portion of such Letters of Credit.
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(b)Manner of Payment. Prior to any repayment or prepayment of any Borrowings to any Lenders of any Class of Commitment hereunder, the Borrower shall select the Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or e-mail) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings in Dollars to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied to repay Borrowings in the same Currency and, solely in the case of any such payment in Dollars, first, to pay any outstanding ABR Borrowings of the applicable Class, second, if no Class of Commitment is specified and such payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, third, to other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing and each payment of a Syndicated Borrowing to Lenders of a Class of Commitments shall be applied ratably to the Loans included in such Borrowing and each payment of a Syndicated Borrowing to Lenders of a Class of Final Maturity Date shall be applied ratably to Non-Extending Lenders or Extending Lenders, as applicable, with Loans included in such Borrowing, unless such payment is made in connection with the reduction or termination of Commitments in accordance with Section 2.08(b) or (f), in which case such prepayment shall be applied in accordance with Section 2.08(b) or (f), as applicable. Notwithstanding any other provision to the contrary in this Agreement, if an Event of Default has occurred and is continuing, then any payment or repayment of the Loans shall be made and applied ratably (based on the aggregate Dollar Equivalents of the outstanding principal amounts of such Loans) between Dollar Loans, Multicurrency Loans and to Cash Collateralize Letters of Credit.
(c)Maintenance of Records by Lenders. Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts and Currency of principal and interest payable and paid to such Lender from time to time hereunder.
(d)Maintenance of Records by the Administrative Agent. The Administrative Agent shall maintain records in which it shall record (i) the amount and Currency of each Loan made hereunder, the Class and Type thereof and each Interest Period therefor, (ii) the amount and Currency of any principal or interest due and payable or to become due and payable from the Borrower to each Lender of such Class of Commitment or Final Maturity Date hereunder and (iii) the amount and Currency of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
(e)Effect of Entries. The entries made in the records maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence, absent obvious error, of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the accounts and records maintained by any
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Lender and the accounts and records maintained by the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. In the event of any conflict between the Register and any other accounts and records maintained by the Administrative Agent, the Register shall control in the absence of obvious error.
(f)Promissory Notes. Any Lender may request that Loans of any Class made by it be evidenced by a Note; in such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) substantially in the form of Exhibit E (or such other form as shall be reasonably satisfactory to the Administrative Agent). Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more Notes in such form payable to the payee named therein (or, if such Note is a registered note, to such payee and its permitted registered assigns).
SECTION 2.10.Prepayment of Loans.
(a)Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty except for payments under Section 2.15, subject to the requirements of this Section.
(b)Mandatory Prepayments due to Changes in Exchange Rates.
(i)Determination of Amount Outstanding. On each Quarterly Date and, in addition, promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine the aggregate Revolving Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal amount of any Loan or LC Exposure that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount in the Foreign Currency of such Loan or LC Exposure, determined as of such Quarterly Date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 11:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Multicurrency Lenders and the Borrower thereof.
(ii)Prepayment. If on the date of such determination the aggregate Revolving Multicurrency Credit Exposure minus the Multicurrency LC Exposure fully Cash Collateralized on such date exceeds 105% of the aggregate amount of the Multicurrency Commitments as then in effect, the Borrower shall prepay the Syndicated Multicurrency Loans and Swingline Loans of the Swingline Lenders with a Multicurrency Commitment (and/or provide Cash Collateral for Multicurrency LC Exposure as specified in Section 2.05(k)) within 15 Business Days following the Borrower’s receipt of notice from the Administrative Agent pursuant to clause (b)(i) above in such amounts, if any, as shall be necessary so that after giving effect thereto and the determination of the aggregate Revolving Multicurrency Credit Exposure as of such date, the aggregate Revolving Multicurrency Credit Exposure does not exceed the Multicurrency Commitments.
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For purposes hereof “Currency Valuation Notice” means a notice given by the Required Multicurrency Lenders to the Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine the aggregate Revolving Multicurrency Credit Exposure. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any rolling three month period.
Any prepayment pursuant to this clause (b) of this Section shall be applied, first to Swingline Multicurrency Loans outstanding, second, to Syndicated Multicurrency Loans outstanding and third, to Cash Collateralize Multicurrency LC Exposure.
(c)Mandatory Prepayments due to Borrowing Base Deficiency or Contingent Borrowing Base Deficiency.
(i)In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall exist, the Borrower shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Loans (and/or provide Cash Collateral for Letters of Credit as contemplated by Section 2.05(k)), include additional Portfolio Investments that are in the Collateral Pool in the Borrowing Base or reduce any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is cured; provided that (i) the aggregate amount of such prepayment of Loans (and Cash Collateral for Letters of Credit) shall be at least equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount, and (ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency, the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within 30 Business Days (which 30-Business Day period shall include the five Business Days permitted for delivery of such plan), then such prepayment (and/or Cash Collateralization), reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such 30-Business Day period.
(ii)In the event that at any time, but only for so long as, any Contingent Borrowing Base Deficiency shall exist, the Borrower shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Loans (and/or provide Cash Collateral for Letters of Credit as contemplated by Section 2.05(k)), include additional Portfolio Investments that are in the Collateral Pool in the Borrowing Base or reduce any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Contingent Borrowing Base Deficiency is cured; provided that (i) the aggregate amount of such prepayment of Loans (and Cash Collateral for Letters of Credit) shall be at least equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount and Contingent Secured Indebtedness, and (ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Contingent Borrowing Base, the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Contingent Borrowing Base Deficiency to be cured within 30 Business Days
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(which 30-Business Day period shall include the five Business Days permitted for delivery of such plan), then such prepayment (and/or Cash Collateralization), reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Contingent Borrowing Base Deficiency is cured within such 30-Business Day period.
(d)Mandatory Prepayments During Amortization Period. During the period commencing on the date immediately following the Commitment Termination Date with respect to any Loans of any Lender or Lenders and ending on the Final Maturity Date with respect to the Loans of such Lender or Lenders:
(i)Asset Disposition. If the Borrower or any other Obligor Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).
(ii)Equity Issuance. Upon the sale or issuance by the Borrower or any other Obligor of any of its Equity Interests (other than (a) pursuant to any distribution or dividend reinvestment plan or (b) any sales or issuances of Equity Interests to the Borrower or any Subsidiary Guarantor), the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 75% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).
(iii)Indebtedness. Upon the incurrence or issuance by the Borrower or any other Obligor of any Indebtedness for borrowed money (other than the making of any Loans or issuance of any Letters of Credit hereunder), the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).
(iv)Extraordinary Receipt. Upon any Extraordinary Receipt (which, when taken with all other Extraordinary Receipts received after the applicable Commitment Termination Date, exceeds $5,000,000 in the aggregate) received by or paid to or for the account of the Borrower or any other Obligor, and not otherwise included in clauses (i), (ii) or (iii) of this Section 2.10(d) (other than arising from any Transferred Assets), the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).
(v)Return of Capital. If any Obligor shall receive any Return of Capital (other than from any Financing Subsidiary or arising from any Transferred Assets), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section
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2.10(d), the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)).
Notwithstanding the foregoing, Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) (I) from the period commencing on the Non-Extended Commitment Termination Date and ending on the Extended Commitment Termination Date, be applied ratably among the Non-Extending Lenders and (II) from the Extended Commitment Termination Date to the Extended Final Maturity Date, be applied in accordance with Section 8.06 of the Guarantee and Security Agreement, (B) exclude the amounts necessary for the Borrower to make all required dividends and distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b)) to maintain its Tax status as a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal income Taxes and excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code, and (C) if the Loans to be prepaid are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans owed to such Lender or Lenders, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
(e)Notices, Etc. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan made by a Swingline Lender, such Swingline Lender) by telephone (confirmed by telecopy or electronic communication) of any repayment or prepayment hereunder (i) in the case of repayment or prepayment of a Term Benchmark Borrowing denominated in Dollars (other than in the case of a repayment or prepayment pursuant to Section 2.10(d)), not later than 12:00 p.m., New York City time, three Business Days before the date of repayment or prepayment, as applicable, (ii) in the case of repayment or prepayment of a Term Benchmark Borrowing denominated in a Foreign Currency (other than in the case of repayment or prepayment pursuant to Section 2.10(d)), not later than 12:00 p.m., New York City time, four Business Days before the date of repayment or prepayment, as applicable, (iii) in the case of repayment or prepayment of a RFR Borrowing (other than in the case of repayment or prepayment pursuant to Section 2.10(d)), not later than 12:00 p.m., New York City time, four Business Days before the date of repayment or prepayment, as applicable, (iv) in the case of repayment or prepayment of a Syndicated ABR Borrowing (other than in the case of a repayment or prepayment pursuant to Section 2.10(d)), not later than 11:00 a.m., New York City time, one Business Day before the date of repayment or prepayment, as applicable, (v) in the case of repayment or prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of repayment or prepayment, as applicable, or (vi) in the case of any repayment or prepayment pursuant to Section 2.10(d), not later than 12:00 p.m., New York City time, one
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Business Day before the date of repayment or prepayment, as applicable, or, in each case of the notice periods described in this paragraph (e), such lesser period as the Administrative Agent may reasonably agree. Each such notice shall be irrevocable and shall specify the repayment or prepayment date, the principal amount of each Borrowing or portion thereof to be repaid or prepaid and, in the case of a mandatory repayment or prepayment, a reasonably detailed calculation of the amount of such repayment or prepayment; provided that, if (i) a notice of repayment or prepayment is given in connection with a conditional notice of termination or reduction of the Commitments of a Class as contemplated by Section 2.08, then such notice of repayment or prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.08 and (ii) any notice given in connection with Section 2.10(d) may be conditioned on the consummation of the applicable transaction contemplated by such Section and the receipt by the Borrower or any such Subsidiary (other than a Financing Subsidiary) of Net Cash Proceeds. Promptly following receipt of any such notice relating to a Syndicated Borrowing, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each partial repayment or prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02 or in the case of a Swingline Loan, as provided in Section 2.04, except as necessary to apply fully the required amount of a mandatory prepayment or scheduled payment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be made and applied in the manner specified in Section 2.09(b) unless such prepayment is made in connection with the reduction of Commitments in accordance with Section 2.08(b) or (f) or a mandatory prepayment pursuant to Section 2.10(d) in which case such prepayment shall be applied in accordance with Section 2.08(d), 2.08(f) or Section 2.10(d), as applicable. In the event the Borrower is required to make any concurrent prepayments under both paragraph (c) and also any other paragraph of this Section 2.10, the prepayment pursuant to such other paragraph of this Section 2.10 shall be made prior to any prepayment required to be made pursuant to paragraph (c) and the amount of the payment required pursuant to paragraph (c) (if any) shall be determined immediately after giving effect to the prepayment made (or to be made) under such other paragraph of this Section 2.10.
SECTION 2.11.Fees.
(a)Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at a rate per annum equal to 0.350% on the daily unused amount of the Dollar Commitment and Multicurrency Commitment, as applicable, of such Lender during the period from and including the Restatement Effective Date to but excluding the earlier of the date such Commitment terminates and such Lender’s Commitment Termination Date. Commitment fees accrued through and including such Quarterly Date shall be payable in arrears within five Business Days after each Quarterly Date commencing on the first such date to occur after the Restatement Effective Date and on the earlier of the date the Commitments of the respective Class terminate and the Commitment Termination Date of such Class. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, (i) the daily unused amount of the applicable Revolving Commitment shall be determined as of the end of each day and (ii) the Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Syndicated Loans and LC Exposure of such Class of such Lender (and the Swingline Exposure of such Class of such Lender shall be disregarded for such purpose).
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(b)Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit of each Class of Commitments, which shall accrue at a rate per annum equal to, in the case of any Extending Lender, the Extended Applicable Margin, and in the case of any Non-Extending Lender, the Non-Extended Applicable Margin, in each case, applicable to interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in Sterling or Swiss Franc, RFR Loans) on the average daily amount of such Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Commitment of such Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the daily amount of such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable in arrears on the fifth Business Day following such Quarterly Date, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees with respect to the Letters of Credit shall be payable (i) with respect to the Issuing Banks, on the Termination Date and (ii) with respect to any Lender, on the earlier to occur of such Lender’s Final Maturity Date and the Termination Date and the Borrower shall pay any such fees that have accrued and that are unpaid on such date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the Termination Date, the Borrower shall prepay on the Termination Date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the Termination Date through but not including the date such outstanding Letters of Credit are scheduled to expire (and, in that connection, the Lenders agree not later than the date two Business Days after the date upon which the last such Letter of Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c)Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.
(d)Payment of Fees. All fees payable hereunder shall be paid on the dates due, in Dollars (or, at the election of the Borrower with respect to any fees payable to an Issuing Bank on account of Letters of Credit issued by such Issuing Bank in any Foreign Currency, in such Foreign Currency) and immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances absent obvious error.
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SECTION 2.12.Interest.
(a)ABR Loans. The Loans constituting each ABR Borrowing (including each Swingline Loan) that are made by the Extending Lenders shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Extended Applicable Margin. The Loans constituting each ABR Borrowing (including each Swingline Loan)  that are made by the Non-Extending Lenders shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Non-Extended Applicable Margin.
(b)Term Benchmark Loans. The Loans constituting each Term Benchmark Borrowing that are made by the Extending Lenders shall bear interest at a rate per annum equal to the Adjusted Term Benchmark Rate for the related Interest Period for such Borrowing plus the Extended Applicable Margin. The Loans constituting each Term Benchmark Borrowing that are made by the Non-Extending Lenders shall bear interest at a rate per annum equal to the Adjusted Term Benchmark Rate for the related Interest Period for such Borrowing plus the Non-Extended Applicable Margin.
(c)RFR Loans. The Loans constituting each RFR Borrowing that are made by the Extending Lenders shall bear interest at a rate per annum equal to the Daily Simple RFR plus the Extended Applicable Margin. The Loans constituting each RFR Borrowing that are made by the Non-Extending Lenders shall bear interest at a rate per annum equal to the Daily Simple RFR plus the Non-Extended Applicable Margin.
(d)Default Interest. Notwithstanding the foregoing, (i) if any amount of principal of any Loan, interest on any Loan or any scheduled or recurring fee payable by the Borrower hereunder is accrued and not paid when due (after giving effect to any grace periods), whether at stated maturity, by acceleration or otherwise, such overdue amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to (A) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided above, (B) in the case of any Letter of Credit, 2% plus the fee otherwise applicable to such Letter of Credit as provided in Section 2.11(b)(i), or (C) in the case of any fee, 2% plus, (x) if such fee is denominated in Dollars, the rate applicable to ABR Loans as provided in paragraph (a) of this Section, (y) if such fee is denominated in any Foreign Currency (other than Sterling and CHF), the rate applicable to Term Benchmark Loans as provided in paragraph (b) of this Section and (z) if such fee is denominated in Sterling or CHF, the rate applicable to RFR Loans as provided in paragraph (c) of this Section and (ii) if any other Event of Default has occurred and is continuing, interest on each Loan shall (if requested by the Administrative Agent upon instructions of the Required Lenders) accrue, beginning, in the case of any Term Benchmark Loan, at the end of the current applicable Interest Period, at a fluctuating interest rate per annum at all times equal to 2% plus the rate otherwise applicable to such Loan as provided above.
(e)Payment of Interest. Accrued interest on each Loan shall be payable in arrears to the Administrative Agent for the distribution to each Lender on each Interest Payment Date for such Loan in the Currency in which such Loan is denominated and, in the case of Syndicated Loans, with respect to any Lender, upon the earlier of such Lender’s Final Maturity Date and the Termination Date; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Syndicated ABR Loan prior to such Lender’s Final Maturity
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Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark Borrowing denominated in Dollars prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion.
(f)Computation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and interest on all RFR Loans shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Daily Simple RFR or Adjusted Term Benchmark Rate shall be determined by the Administrative Agent and such determination shall be conclusive absent manifest error.
SECTION 2.13.Inability to Determine Interest Rates; Benchmark Replacement.
(a)Temporary Inability. Subject to Section 2.13(b), if prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the (“Affected Currency”):
(i)(A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term Benchmark Rate for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or published on a current basis) for such Interest Period or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR for the Affected Currency (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or
(ii)(A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments or, in the case of a Pro-Rata Borrowing, the Required Lenders, that the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such RFR Borrowing;
then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable thereafter identifying the relevant provision above. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist,
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(i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the applicable Interest Period, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.
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(b)Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for a Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.
(c)Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consultation with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(d)Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.13(e) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13.
(e)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for a Currency
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is a term rate (including the Term SOFR Reference Rate, the Term CORRA Reference Rate or the applicable Adjusted Term Benchmark Rate) and either (A) any tenor for such Benchmark for such Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark for such Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Currency at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark for such Currency (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark for such Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Currency at or after such time to reinstate such previously removed tenor.
(f)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing, denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the
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affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that, if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.
SECTION 2.14.Increased Costs.
(a)Increased Costs Generally. If any Change in Law shall:
(i)impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to any eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted Term Benchmark Rate for Euros) or any Issuing Bank;
(ii)impose on the Administrative Agent, any Lender or any Issuing Bank or the relevant interbank market for an Agreed Foreign Currency any other condition, cost or expense (other than Taxes) affecting this Agreement or Term Benchmark Loans or RFR Loans made by such Lender or such Letter of Credit issued by such Issuing Bank or participation by such Lender therein; or
(iii)subject the Administrative Agent, any Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) on its
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loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Term Benchmark Loan or RFR Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered; provided that no Lender will claim the payment of any of the amounts referred to in this paragraph (a) if not generally claiming similar compensation from its other similar customers in similar circumstances.
(b)Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered; provided that no Lender will claim the payment of any of the amounts referred to in this paragraph (b) if not generally claiming similar compensation from its other similar customers in similar circumstances.
(c)Certificates from Lenders. A certificate of a Lender or an Issuing Bank (x) setting forth in reasonable detail the basis for and the calculation of the amount or amounts in Dollars, necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.14, (y) setting forth in reasonable detail the manner of determination of such amount or amounts and (z) certifying that such Lender or such Issuing Bank or its holding company, as the case may be, is generally claiming similar compensation from its other similar customers in similar circumstances, shall be promptly delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof.
(d)Delay in Requests. Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the
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Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof.
SECTION 2.15.Break Funding Payments. In the event of (a) the payment of any principal of any Term Benchmark Loan other than on the last day of an Interest Period therefor (including as a result of the occurrence of any Commitment Increase Date or an Event of Default), (b) the conversion of any Term Benchmark Loan other than on the last day of an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (including in connection with any Commitment Increase Date and regardless of whether such notice is permitted to be revocable under Section 2.10(e) and is revoked in accordance herewith), or (d) the assignment as a result of a request by the Borrower pursuant to Section 2.18(b) of any Term Benchmark Loan other than on the last day of an Interest Period therefor, then, in any such event, the Borrower shall compensate each affected Lender for such Lender’s loss, cost and reasonable expense attributable to such event (excluding loss of anticipated profits).
Payment under this Section shall be made upon written request of a Lender delivered to the Borrower not later than ten Business Days following the payment, conversion, or failure to borrow, convert, continue or prepay that gives rise to a claim under this Section accompanied by a written certificate of such Lender setting forth in reasonable detail the basis for and the calculation of the amount or amounts that such Lender is entitled to receive pursuant to this Section, which certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten Business Days after receipt thereof.
SECTION 2.16.Taxes.
(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Taxes are Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deduction and withholding applicable to additional sums payable under this Section) or withholding the Administrative Agent, applicable Lender or applicable Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(b)Payment of Other Taxes by the Borrower. In addition, the Borrower shall pay timely any Other Taxes to the relevant Governmental Authority in accordance with
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applicable law or, at the option of the Administrative Agent, timely reimburse it for the payment of any Other Taxes.
(c)Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank for and, within 10 Business Days after written demand therefor, pay the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by, or required to be withheld or deducted from a payment to, the Administrative Agent, such Lender or such Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other 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 the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error.
(d)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 Business Days after written demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(f) relating to the maintenance of a Participant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan 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 Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).
(e)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to Section 2.16, 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.
(f)Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower 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 requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine
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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 Section 2.16(f)(ii)(A), (ii)(B) and (ii)(D) 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:
(A)any Lender that is a “United States person” (as defined under Section 7701(a)(30) of the Code) shall deliver to the Borrower 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 or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B)each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower 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 time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(w)    duly completed and executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E or any applicable successor form claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(x)    duly completed and executed copies of Internal Revenue Service Form W-8ECI or any successor form certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States,
(y)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (1) a certificate substantially in the form of Exhibit F-1 (or such other form as shall be reasonably satisfactory to the Administrative Agent) to the effect that such Foreign Lender is not (I) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (II) a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (III) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (2) duly completed and executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any applicable successor form) certifying that the Foreign Lender is not a United States Person, or
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(z)    to the extent a Foreign Lender is not the beneficial owner, duly completed and executed copies of Internal Revenue Service Form W-8IMY (or any applicable successor form), accompanied by Internal Revenue Service Form W-8ECI (or any applicable successor form), Internal Revenue Service Form W-8BEN or W-8BEN-E (or any applicable successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3 (or, in each case, such other form as shall be reasonably satisfactory to the Administrative Agent), Internal Revenue Service Form W-9 (or any applicable successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 (or such other form as shall be reasonably satisfactory to the Administrative Agent) on behalf of each such direct and indirect partner;
(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower 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 time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)If a payment made to a Lender under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their respective obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(f)(ii)(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii)In addition, each Lender shall deliver to the Borrower and the Administrative Agent updated forms or certifications promptly upon the obsolescence, expiration or invalidity of any form or certification previously delivered by such Lender; provided such Lender is legally able to do so at the time. Each Lender shall promptly
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notify the Borrower and the Administrative Agent in writing if such Lender no longer satisfies the legal requirements to provide any previously delivered form or certificate to the Borrower (or any other form of certification adopted by the U.S. or other taxing authorities for such purpose).
(g)Treatment of Certain Refunds. If the Administrative Agent, any Lender or an Issuing Bank determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such Lender or such Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent, such Lender or such Issuing Bank, as the case may be, agrees to repay to the Administrative Agent, such Lender or such Issuing Bank, respectively, the amount that the Administrative Agent, such Lender or such Issuing Bank, respectively, paid over to the Borrower pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the Administrative Agent, such Lender or such Issuing Bank, respectively, is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (g), in no event will the Administrative Agent, any Lender or an Issuing Bank be required to pay any amount to the Borrower pursuant to this clause (g), the payment of which would place such Person in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or an Issuing Bank to make available its tax returns or its books or records (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.
(h)Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, the expiration or cancellation of all Letters of Credit and the repayment, satisfaction or discharge of all obligations under any Loan Document.
SECTION 2.17.Payments Generally; Pro Rata Treatment: Sharing of Set-offs.
(a)Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or under Section 2.14, 2.15 or 2.16, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except as otherwise expressly provided in the relevant Loan
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Document and except payments to be made directly to any Issuing Bank or any Swingline Lender as expressly provided herein and payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.
All amounts owing under this Agreement (including commitment fees, payments required under Section 2.14, and payments required under Section 2.15 relating to any Loan denominated in Dollars, but not including principal of and interest on any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.15 or any reimbursement or Cash Collateralization of any LC Exposure denominated in any Foreign Currency, which are payable in such Foreign Currency) or under any other Loan Document (except to the extent otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing, if the Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if the Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.
Notwithstanding the foregoing provisions of this Section, if, after the making of any Borrowing in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Borrowing was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Equivalent (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower takes all risks of the imposition of any such currency control or exchange regulations.
(b)Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees of a Class of Commitments or Final Maturity Date then due hereunder, such funds shall be applied (i) first, to pay interest and fees of such Class then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees of such Class then due to such parties, and (ii) second, to pay principal and unreimbursed LC Disbursements of such Class then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements of such Class then due to such parties.
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(c)Pro Rata Treatment. Except to the extent otherwise provided herein: (i) other than with respect to any Syndicated Borrowing requested pursuant to Section 2.20, each Syndicated Borrowing of a Class shall be made from the Lenders of such Class of Commitments and each Syndicated Borrowing of a Class requested pursuant to Section 2.20 shall be made from each Extending Lender, each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments or Final Maturity Date under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class of Commitments or Final Maturity Date, pro rata according to the amounts of their respective Commitments of such Class of Commitments or Final Maturity Date; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments or Final Maturity Date by the Borrower shall be made for the account of the Lenders of such Class of Commitments or Final Maturity Date pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments or Final Maturity Date held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments or Final Maturity Date by the Borrower shall be made for the account of the Lenders of such Class of Commitments or Final Maturity Date pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments or Final Maturity Date then due and payable to the respective Lenders.
(d)Sharing of Payments by Lenders. If any Lender of any Class of Commitment or Final Maturity Date shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Syndicated Loans, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans, of such Class; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such
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Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
(e)Presumptions of Payment. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent at the Federal Funds Effective Rate.
(f)Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), 2.05(e), 2.06(a) or (b) or 2.17(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.
SECTION 2.18.Mitigation Obligations; Replacement of Lenders.
(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b)Replacement of Lenders. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender becomes a Defaulting Lender or is a Non-Consenting Lender (as provided in Section 9.02(d)), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.14 and
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2.16) and obligations under this Agreement and the related Loan Documents to an assignee (which has met the restrictions contained in Section 9.04 and has received the required consents under Section 9.04) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, each Issuing Bank and each Swingline Lender), which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts then due and payable) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction or elimination of such compensation or payments. A Lender shall not be required to make any such assignment and delegation if prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
SECTION 2.19.Defaulting Lenders.
(a)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:
(i)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or any Swingline Lender hereunder; third, to Cash Collateralize each Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in the manner described in Section 2.09(a); fourth, as Borrower may request (so long as no Specified Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize each Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in the manner described in Section 2.09(a); sixth, to the payment of any amounts owing to the Lenders, Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or any 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 Event of Default exists and no Default exists under clause (a), (b), (e) or (i) of Article VII, to the payment of any amounts owing to Borrower as a result of any judgment of a court of
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competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement obligations in respect of any LC Disbursement for which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and reimbursement obligations in respect of any LC Disbursement that is owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or reimbursement obligations in respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.19(a)(iii). 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 2.19(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(ii)Certain Fees.
(A)No Defaulting Lender shall be entitled to receive any fee pursuant to Sections 2.11(a) and (b) for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender); provided that such Defaulting Lender shall be entitled to receive fees pursuant to Section 2.11(b) for any period during which that Lender is a Defaulting Lender only to extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which such Defaulting Lender (but not the Borrower) has provided Cash Collateral pursuant to Section 2.19(d).
(B)With respect to any fees pursuant to Section 2.11(b) not required to be paid to any Defaulting Lender pursuant to clause (A) above, Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iii) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.
(iii)Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Loans shall be reallocated (effective no later than one (1) Business Day after the Administrative Agent has actual knowledge that such Lender has become a Defaulting Lender) among the Non-Defaulting Lenders in accordance with their respective Applicable Dollar Percentages, Applicable Multicurrency Percentages and Applicable
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Percentages, as the case may be (in each case calculated without regard to such Defaulting Lender’s Commitment), but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 9.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
(iv)Cash Collateral; Repayment of Swingline Loans. If the reallocation described in clause (iii) above cannot, or can only partially, be effected, the Borrower shall not later than two (2) Business Days after demand by the Administrative Agent (at the direction of any Issuing Bank and/or any Swingline Lender), without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Swingline Exposure (which exposure shall be deemed equal to the applicable Defaulting Lender’s Applicable Percentage of the total outstanding Swingline Exposure (other than Swingline Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof)) and (y) second, Cash Collateralize each Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 2.19(d) or (z) make other arrangements reasonably satisfactory to the Administrative Agent, the Issuing Banks and the Swingline Lenders in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender.
(v)Amendments Etc. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder or any other Loan Documents and the Commitments and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether two-thirds (2/3rds) of the Lenders, two-thirds (2/3rds) of the Lenders of a Class, the Required Lenders or the Required Lenders of a Class have taken or may take any action hereunder or any other Loan Documents, except that the Commitments of such Lender may not be increased or extended, and, except as otherwise set forth herein, amounts payable to such Defaulting Lender hereunder may not be permanently reduced, without the consent of such Defaulting Lender (other than reductions in fees and interest in which such reduction does not disproportionately affect such Defaulting Lender).
(b)Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lenders and the Issuing Banks agree in writing that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, 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), that such former Defaulting Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving
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effect to Section 2.19(a)(iii)), and if Cash Collateral has been posted with respect to such Defaulting Lender, the Administrative Agent will promptly return or release such Cash Collateral to the Borrower, whereupon such 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 Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected 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 having been a Defaulting Lender.
(c)New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) no Swingline Lender shall be required to fund any Swingline Loans unless it is satisfied that the participations therein will be fully allocated among Non-Defaulting Lenders in a manner consistent with clause (a)(iii) above and the Defaulting Lender shall not participate therein and (ii) no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that the participations in any existing Letters of Credit as well as the new, extended, renewed or increased Letter of Credit has been or will be fully allocated among the Non-Defaulting Lenders in a manner consistent with clause (a)(iii) above and such Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s participation has been or will be fully Cash Collateralized in accordance with Section 2.19(d).
(d)Cash Collateral. At any time that there shall exist a Defaulting Lender, promptly following the written request of Administrative Agent or any Issuing Bank (with a copy to Administrative Agent) Borrower shall Cash Collateralize each Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.19(a)(iii) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.
(i)Grant of Security Interest. Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (ii) below. If at any time Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than Administrative Agent and the Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, Borrower will, promptly upon demand by Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Truist. Borrower shall pay on demand therefor from time to time all reasonable and customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.
(ii)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.19 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund
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participations in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.
(iii)Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.19 following (i) the elimination or reduction of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender or giving effect to Section 2.19(a)(iii)) or (ii) the determination by Administrative Agent and the Issuing Banks that there exists excess Cash Collateral; provided that, subject to the other provisions of this Section 2.19, the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure; provided, further, that to the extent that such Cash Collateral was provided by Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.
SECTION 2.20.Reallocation Following a Non-Extended Commitment Termination Date.
(a)Reallocation of Participations and Loans.
(i)Notwithstanding anything to the contrary herein, (a) in connection with the reduction or termination of any Non-Extending Lender’s Commitments in accordance with Section 2.08(f) on any date prior to the Non-Extended Commitment Termination Date, the Borrower shall be permitted to request a Loan be made ratably among the Extending Lenders in accordance with the provisions of Sections 2.02, 2.03 and 2.17(c) in an amount up to the amount by which such Non-Extending Lender’s Revolving Credit Exposure exceeds such Non-Extending Lender’s Commitments after giving effect to such Commitment reduction or termination and (b) on any date following the Non-Extended Commitment Termination Date until the Extended Commitment Termination Date, the Borrower shall be permitted to request a Loan to be made ratably among the Extending Lenders in accordance with Sections 2.02, 2.03 and 2.17(c) in an amount up to the Revolving Credit Exposure of each Non-Extending Lender, in each case, so long as (x) the conditions set forth in Section 4.02 are satisfied (and, unless Borrower shall have otherwise notified the Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), (y) such Borrowing does not cause (I) the aggregate Revolving Credit Exposure of any Extending Lender to exceed such Extending Lender’s Commitment, (II) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders with Dollar Commitments then in effect to exceed the aggregate Dollar Commitments at such time or (III) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders with Multicurrency Commitments then in effect to exceed the aggregate Multicurrency Commitments at such time and (z) the proceeds of any such Loan are applied solely to reduce the Revolving Credit Exposure of the applicable Non-Extending Lender or Non-Extending Lenders, as applicable.
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(ii)All or any part of each Non-Extending Lender’s participation in Letters of Credit and Swingline Loans shall be reallocated on (A) any date on which the Commitment of such Non-Extending Lender is reduced or terminated pursuant to Section 2.08(f) and (B) on the Non-Extended Commitment Termination Date, in each case, among the Extending Lenders in accordance with their respective Applicable Dollar Percentages and Applicable Multicurrency Percentages after giving effect to the reduction of the aggregate Commitments, but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause (I) the aggregate Revolving Credit Exposure of any Extending Lender to exceed such Lender’s Commitment, (II) the total Revolving Dollar Credit Exposures of Dollar Lenders with Dollar Commitments then in effect to exceed the aggregate Dollar Commitments at such time, or (III) the total Revolving Multicurrency Credit Exposures of Multicurrency Lenders with Multicurrency Commitments then in effect to exceed the aggregate Multicurrency Commitments at such time.
(b)Cash Collateral; Repayment of Swingline Loans. If the prepayment of any Loan related to the reduction or termination of a Non-Extending Lender’s Commitment prior to the Non-Extended Commitment Termination Date described in clause (a)(i) above or any reallocation described in clause (a)(ii) above cannot, or can only partially, be effected, the Borrower shall, not later than (i) with respect to any reduction or termination of such Non-Extending Lender’s Commitment pursuant to Section 2.08(f), the date of such Commitment reduction or termination or, (ii) with respect to any reallocation of participations in Letters of Credit and Swingline Loans on the Non-Extended Commitment Termination Date for such Non-Extending Lender, on the Non-Extended Commitment Termination Date, as the case may be, without prejudice to any right or remedy available to it hereunder or under law, (x) prepay Swingline Loans in an amount equal to the amount by which the participation obligations of such Non-Extending Lender which have not been reallocated to the Extending Lenders pursuant to clause (a)(ii) above, (y) provide Cash Collateral in an amount equal to the amount by which the participation obligations of such Non-Extending Lender in Letters of Credit have not been reallocated pursuant to clause (a)(ii) above and/or (z) prepay any other Loans of such Non-Extending Lender in an amount equal to the amount by which the Revolving Credit Exposure of such Non-Extending Lender after giving effect to any prepayment described in clause (a)(i)(z) above exceeds such Non-Extending Lender’s Commitment after giving effect to any reduction or termination in such Non-Extending Lender’s Commitment.
SECTION 2.21.Illegality. If any Change in Law shall make it unlawful or impossible for any Lender to perform any of its obligations hereunder, to make, maintain or fund any RFR Loan or Term Benchmark Loan or to determine or charge interest rates based upon any applicable Daily Simple RFR or Term Benchmark Rate and such Lender shall so notify the Administrative Agent, the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the other Lenders as promptly as practicable thereafter, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such notice no longer exist, (i) the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (iii) thereof, (ii) any Interest Election Request that requests the
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conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing either (A) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (B) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, (iii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iv) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, and (v) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected
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Currency) either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iv)(B)(1) or (v)(B)(1) above, as applicable. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, use reasonable efforts to designate a different lending office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.15.
SECTION 2.22.Reallocation of Existing Loans.
(a)On the Restatement Effective Date, the Lenders, shall assign and transfer the Loans among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfers, the Loans of each Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Class of such Lenders (immediately after giving effect to this Agreement). Concurrently therewith, the Lenders of each Class shall be deemed to have assigned and transferred their participation interests in any outstanding Letters of Credit and Swingline Loans of such Class among themselves, in a manner acceptable to the Administrative Agent, so that such interests are held ratably in accordance with the Commitments of such Class of such Lenders (immediately after giving effect to this Agreement).
(b)Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.22(a).
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ARTICLE IIIREPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
SECTION 3.01.Organization; Powers. Each of the Borrower and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required of the Borrower or such Significant Subsidiary, as applicable, except where the failure to comply with clauses (a) through (c), would not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.02.Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation of such Obligor, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
SECTION 3.03.Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any applicable Governmental Authority, except for (i) such as have been or will be obtained or made and are or will be in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to this Agreement or the Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any other Obligor or any order of any Governmental Authority applicable to the Borrower or any other Obligor, or their respective property, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any other Obligor or their respective assets, or give rise to a right thereunder to require any payment to be made by any such Person, in each case, except as would not reasonably be expected to have a Material Adverse Effect, and (d) except for the Liens created pursuant to this Agreement or the Security Documents, will not result in the creation or imposition of any Lien (other than Liens permitted by Section 6.02) on any asset of the Borrower or any other Obligor.
SECTION 3.04.Financial Condition; No Material Adverse Effect.
(a)Financial Statements. The consolidated financial statements of the Borrower delivered pursuant to Sections 5.01(a) and 5.01(b) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject to, in the case of interim statements, year-end audit adjustments and the absence of footnotes.
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(b)Material Adverse Effect. Since the date of the most recent Applicable Financial Statements, there has not been any event, development or circumstance that has had or would reasonably be expected to have a Material Adverse Effect.
SECTION 3.05.Litigation. Except, in each case, as disclosed to the Lenders and the Administrative Agent on or prior to the Restatement Effective Date, including as set forth in any report publicly filed with the SEC on or prior to the Restatement Effective Date, there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of any Financial Officer of the Borrower, threatened in writing against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions (other than any action brought by the Borrower against a Defaulting Lender).
SECTION 3.06.Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any other Obligor is subject to any contract or other arrangement, the performance of which by the Borrower or the other Obligors would reasonably be expected to result in a Material Adverse Effect.
SECTION 3.07.Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves maintained in accordance with GAAP or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.08.ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.
SECTION 3.09.Disclosure. None of the written reports, financial statements, certificates or other written information (other than projections, other forward looking information, information of a general economic or industry specific nature or information relating to third parties) furnished by or on behalf of the Borrower to the Administrative Agent in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) when taken as a whole (and after giving effect to all updates, modifications and supplements) contains any material misstatement of fact or omits to state any material fact (known to the Borrower the case of materials not furnished by it) necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading at the time made; provided that with respect to projections, the Borrower
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represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of the preparation thereof (it being understood that projections are subject to significant and inherent uncertainties and contingencies which may be outside of the Borrower’s control and that no assurance can be given that projections will be realized, and are therefore not to be viewed as fact, and that actual results for the periods covered by projections may differ from the projected results set forth in such projections and that such differences may be material).
SECTION 3.10.Investment Company Act; Margin Regulations.
(a)Status as Business Development Company. The Borrower has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.
(b)Compliance with Investment Company Act. The business and other activities of the Borrower and its Subsidiaries, including the making of the Loans hereunder, the application of the proceeds and repayment thereof by the Borrower and the consummation of the Transactions contemplated by the Loan Documents do not result in a violation or breach in any material respect of the applicable provisions of the Investment Company Act or any rules, regulations or orders issued by the SEC thereunder, in each case that are applicable to the Borrower and its Subsidiaries.
(c)Investment Policies. The Borrower is in compliance in all respects with the Investment Policies (after giving effect to any Permitted Policy Amendments), except to the extent that the failure to so comply would not reasonably be expected to have a Material Adverse Effect.
(d)Use of Credit. Neither the Borrower nor any of its Significant Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of any extension of credit hereunder will be used to buy or carry any Margin Stock in violation of Regulation U.
SECTION 3.11.Material Agreements and Liens.
(a)Material Agreements. Part A of Schedule 3.11 is a complete and correct list, as of the Restatement Effective Date, of each credit agreement, loan agreement, indenture, note purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness for borrowed money or any extension of credit (or commitment for any extension of credit) to, or guarantee for borrowed money by, the Borrower or any other Obligor outstanding on the Restatement Effective Date (in each case, other than (x) Indebtedness hereunder or under any other Loan Document and (y) any such agreement or arrangement that is solely between or among two (2) or more Obligors), and the aggregate principal or face amount outstanding or that is, or may become, outstanding under each such arrangement, in each case, as of the Restatement Effective Date, is correctly described in Part A of Schedule 3.11.
(b)Liens. Part B of Schedule 3.11 is a complete and correct list, as of the Restatement Effective Date, of each Lien securing Indebtedness of any Person outstanding on the
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Restatement Effective Date (other than Indebtedness hereunder or under any other Loan Document) covering any property of the Borrower or any of the Subsidiary Guarantors, and the aggregate principal amount of such Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien as of the Restatement Effective Date is correctly described in Part B of Schedule 3.11.
SECTION 3.12.Subsidiaries and Investments.
(a)Subsidiaries. Set forth on Schedule 3.12(a) is a list of the Borrower’s Subsidiaries as of the Restatement Effective Date.
(b)Investments. Set forth on Schedule 3.12(b) is a complete and correct list, as of the Restatement Effective Date, of all Investments (other than Investments of the types referred to in clauses (b), (c) and (d) of Section 6.04) held by the Borrower or any of the Subsidiary Guarantors in any Person on the Restatement Effective Date and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in Schedule 3.12, each of the Borrower and any of the Subsidiary Guarantors owns, free and clear of all Liens (other than Liens created pursuant to this Agreement or the Security Documents and Permitted Liens), all such Investments as of such date.
SECTION 3.13.Properties.
(a)Title Generally. Each of the Borrower and the Subsidiary Guarantors has good title to, or valid leasehold interests in, all its real and personal property material to its business, taken as a whole, except for minor defects in title that do not interfere with its ability to conduct its business, taken as a whole, as currently conducted or to utilize such properties for their intended purposes, except where failure to have title or leasehold interests would not reasonably be expected to have a Material Adverse Effect.
(b)Intellectual Property. Each of the Borrower and the Subsidiary Guarantors owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, taken as a whole, and the use thereof by the Borrower and such Subsidiary Guarantors does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.14.Affiliate Agreements. As of the Restatement Effective Date, the Borrower has heretofore delivered (to the extent not otherwise publicly filed with the SEC) to the Administrative Agent true and complete copies of each of the Affiliate Agreements as in effect as of the Restatement Effective Date (including schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the Restatement Effective Date, each of the Affiliate Agreements is in full force and effect.
SECTION 3.15.Sanctions and Anti-Corruption Laws.
(a)None of the Borrower or any of its Subsidiaries nor, to the knowledge of the Borrower, any of their respective directors, officers, employees, authorized signors, agents or affiliates is a Sanctioned Person.
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(b)The Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and investment advisors with Anti-Corruption Laws and applicable Sanctions in all material respects. The Borrower, its Subsidiaries and to the knowledge of the Borrower, their respective employees officers, directors and agents are in compliance with applicable Anti-Corruption Laws and applicable Sanctions in all material respects.
SECTION 3.16.Patriot Act. Each of the Borrower and its Subsidiaries is in material compliance, to the extent applicable with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly or, to the knowledge of a Financial Officer of the Borrower, indirectly, for any payments to (i) any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, all in violation by the Borrower or its Subsidiaries of the United States Foreign Corrupt Practices Act of 1977, as amended, or in material violation of any applicable US or UK regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any other laws, rules or regulations of any jurisdiction applicable to the Borrower and/or its Subsidiaries concerning or relating to bribery or corruption (collectively, the “Anti-Corruption Laws”) or (ii) any Person for the purpose of financing the activities of any Person, at the time of such financing (A) subject to, or the subject of, any Sanctions or (B) located, organized or resident in a Sanctioned Country, in each case as would result in a violation of Sanctions.
SECTION 3.17.Collateral Documents. The provisions of the Security Documents are effective to create in favor of the Collateral Agent a legal, valid and enforceable first priority Lien (subject to Liens permitted by Section 6.02) on all right, title and interest of the Borrower and each Subsidiary Guarantor in the Collateral described therein, except for any failure that would not constitute an Event of Default under clause (p) of Article VII. Except for (a) filings and actions completed on or prior to the Restatement Effective Date or as contemplated hereby and by the Security Documents and (b) the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected by possession or control, no filing or other action will be necessary to perfect such Liens to the extent required thereunder, except for the failure to make any filing or take any other action that would not constitute an Event of Default under clause (p) of Article VII.
SECTION 3.18.EEA Financial Institutions. No Obligor is an EEA Financial Institution.
SECTION 3.19.Outbound Investment Rules. Neither the Borrower nor any of its Subsidiaries is a “covered foreign person” as that term is used in the Outbound Investment Rules. Neither the Borrower nor any of its Subsidiaries currently engages, or has any present intention to engage in the future, directly or indirectly, in (i) a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (ii) any activity or
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transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if the Borrower were a U.S. Person or (iii) any other activity that would cause the Administrative Agent or the Lenders to be in violation of the Outbound Investment Rules or cause the Administrative Agent or the Lenders to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.
ARTICLE IV

CONDITIONS
SECTION 4.01.Restatement Effective Date. The effectiveness of this Agreement and of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until completion of each of the following conditions precedent (unless a condition shall have been waived in accordance with Section 9.02):
(a)Documents. The Administrative Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent (and to the extent specified below to each Lender) in form and substance:
(i)Executed Counterparts. From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic (e.g. pdf) transmission of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement.
(ii)Opinion of Counsel to the Obligors. A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of: Dechert LLP, New York counsel for the Borrower and the Subsidiary Guarantors.
(iii)Corporate Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of the Transactions and any other legal matters relating to the Obligors, this Agreement or the Transactions.
(iv)Officer’s Certificate. A certificate, dated the Restatement Effective Date and signed by the President, the Chief Executive Officer, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in the lettered clauses of the first sentence of Section 4.02.
(v)Guarantee and Security Agreement. The Guarantee and Security Agreement, duly executed and delivered by each of the parties to the Guarantee and Security Agreement.
(vi)[Reserved].
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(vii)Borrowing Base Certificate. A Borrowing Base Certificate showing a calculation of the Borrowing Base as of the Restatement Effective Date with the Value of each Portfolio Investment determined as of a date agreed by the Administrative Agent.
(b)Liens. The Administrative Agent shall have received results of a recent lien search in each relevant jurisdiction with respect to the Borrower and the Subsidiary Guarantors, confirming that each financing statement in respect of the Liens in favor of the Collateral Agent created pursuant to the Security Documents is otherwise prior to all other financing statements or other interests reflected therein (other than any financing statement or interest in respect of liens permitted under Section 6.02 or Liens to be discharged on or prior to the Restatement Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent). All UCC financing statements and similar documents required to be filed in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collateral (to the extent that such a security interest may be perfected by a filing under the Uniform Commercial Code) shall have been properly filed in each jurisdiction required (or arrangements for such filings acceptable to the Administrative Agent and the Collateral Agent shall have been made).
(c)[Reserved].
(d)Fees and Expenses. Confirmation of receipt by the Administrative Agent of the fees due and payable to the Administrative Agent and the Lenders in connection with the Loan Documents (including the fees set forth in the Fee Letter) on the Restatement Effective Date that the Borrower has agreed to pay in connection with this Agreement. Subject to Section 9.03(a) hereof, the Borrower shall have paid in full all fees and expenses (including the legal fees of Mayer Brown LLP) of the Administrative Agent and the Lenders owing on, and for which invoices have been presented prior to, the Restatement Effective Date.
(e)Know Your Customer Documentation. The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Restatement Effective Date, upon the reasonable request of the Lenders, (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and (ii) to the extent that the Borrower qualifies as a “legal entity customer” under the requirements of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.
(f)Payment of Interest and Fees. Evidence that the Borrower has, as of the Restatement Effective Date, paid in full all accrued and unpaid interest, facility fees and LC participation fees owing to each Existing Lender under the Existing Credit Agreement.
(g)Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or any Lender may reasonably request in form and substance reasonably satisfactory to the Administrative Agent.
SECTION 4.02.Each Credit Event. The obligation of each Lender to make any Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions:
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(a)(i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;
(b)(i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under clause (a), (b), (i), (j) or (k) or Article VII shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; and
(c)the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent.
Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.
ARTICLE V

AFFIRMATIVE COVENANTS
Until the Commitments have expired or been terminated and the principal of and accrued interest on each Loan and all fees payable hereunder (other than Unasserted Contingent Obligations) shall have been paid in full and all Letters of Credit shall have expired, been terminated, been Cash Collateralized or been backstopped and all LC Disbursements then outstanding shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:
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SECTION 5.01.Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent for distribution to each Lender:
(a)within 90 days after the end of each fiscal year of the Borrower (or such longer period permitted pursuant to any orders, declarations, laws, regulations or letters issued by the SEC or any other government or regulatory authority, not to exceed one hundred twenty (120) days after the end of each fiscal year of the Borrower), the audited consolidated balance sheet and statement of operations, changes in net assets and cash flows of the Borrower and its consolidated Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently (except as disclosed therein) applied; provided that the requirements set forth in this clause (a) shall be satisfied by providing to the Administrative Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year;
(b)within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or such longer period permitted pursuant to any orders, declarations, laws, regulations or letters issued by the SEC or any other government or regulatory authority, not to exceed seventy-five (75) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower), the consolidated balance sheet and statement of operations, changes in net assets and cash flows of the Borrower and its consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently (except as disclosed therein) applied, subject to normal year-end audit adjustments, the absence of footnotes and as otherwise described therein; provided that the requirements set forth in this clause (b) shall be satisfied by providing to the Administrative Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period;
(c)concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred during the applicable period and, if a Default has occurred, specifying the details thereof and any action which the Borrower has taken or are proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04 and 6.07 and (iii) to the extent not previously disclosed on a Form 10-K or Form 10-Q previously filed with the SEC, stating whether any change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the Restatement Effective Date (but only if the Borrower has not previously reported such change to the Administrative Agent and if such change has had a material effect on the financial statements) and, if any such change has occurred, specifying the effect (unless such effect has been previously reported) as determined by the Borrower of such change on the financial statements accompanying such certificate;
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(d)as soon as available and in any event not later than the last day of the calendar month after each monthly accounting period (ending on the last day of each calendar month) of the Borrower, (1) a Borrowing Base Certificate as at the last day of such accounting period and (2) if during such monthly accounting period the Borrower has declared or made any Restricted Payment pursuant to Section 6.05(d), a certificate of a Financial Officer of the Borrower describing each such Restricted Payment and certifying that the conditions set forth in Section 6.05(d) were satisfied on the date of each such Restricted Payment;
(e)promptly but no later than five Business Days after any Financial Officer of the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business Day prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph;
(f)promptly upon receipt thereof, copies of all significant written reports submitted to management or the board of directors of the Borrower by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Significant Subsidiaries delivered by such accountants to the management or board of directors of the Borrower (other than the periodic reports that the Borrower’s independent auditors provide, in the ordinary course, to the audit committee of the Borrower’s board of directors);
(g)promptly after (and only if) the same become publicly available, copies of all periodic and other reports, proxy statements and other materials sent to all stockholders filed by the Borrower or any of the Subsidiary Guarantors with the SEC or with any national securities exchange, as the case may be; and
(h)promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents by the Borrower and the other Obligors, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request, including without limitation, all documentation and other information required by bank regulatory authorities under applicable “know your customer”, anti-money laundering and anti-terrorism rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and the Administrative Agent’s or such Lender’s policies and procedures relating thereto.
(i)Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Borrower has indicated contains Non-Public Information shall not be posted by Administrative Agent on that portion of the Platform designated for such Public Lenders. Borrower agrees to clearly designate all information provided to Administrative Agent by or on behalf of Borrower or any of its Subsidiaries which is suitable to make available to Public Lenders. If Borrower has
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not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Non-Public Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material Non-Public Information with respect to Borrower, its Subsidiaries and their Securities (as such term is defined in Section 5.13 of this Agreement).
(j)Notwithstanding anything to the contrary herein, the requirements to deliver documents set forth in this Section 5.01 (other than Section 5.01(c), (d), (e) and (h) will be fulfilled by filing by the Borrower of the applicable documents for public availability on the SEC’s Electronic Data Gathering and Retrieval system.
SECTION 5.02.Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender) prompt written notice upon any Financial Officer of the Borrower obtaining actual knowledge of the following:
(a)the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder;
(b)the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;
(c)the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred after the Restatement Effective Date, would reasonably be expected to result in a Material Adverse Effect; and
(d)any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower and its Subsidiaries, taken as a whole) that results in, or would reasonably be expected to result in, a Material Adverse Effect.
Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer of the Borrower or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
SECTION 5.03.Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution not prohibited under Section 6.03.
SECTION 5.04.Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, pay its obligations, including
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U.S. federal income Tax and any other material Tax liabilities and material contractual obligations, that, if not paid, would reasonably be expected to result in a Material Adverse Effect on the Borrower or on the Borrower and its Subsidiaries taken as a whole before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary (other than an Immaterial Subsidiary) has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.
SECTION 5.05.Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, (a) keep and maintain all property material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and tear excepted, except where failure to keep or maintain would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution not prohibited under Section 6.03, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses.
SECTION 5.06.Books and Records; Inspection and Audit Rights. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, keep books of record and account in accordance with GAAP in all material respects. The Borrower will, and will cause each other Obligor to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice to the Borrower, to visit and inspect its properties during normal business hours, to examine and copies of its books and records (but only to the extent the Borrower is not prohibited from disclosing such information or providing access to such information pursuant to applicable law or an agreement any Obligor entered into with a third party in the ordinary course of its business), and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested, in each case, to the extent such inspection or requests for such information are reasonable and such information can be provided or discussed without (x) violation of law, rule, regulation or contract or (y) waiver by any Obligor of attorney-client privilege with respect to information prepared by Borrower’s counsel; provided that (i) the Borrower or such other Obligor shall be entitled to have its representatives and advisers present during any inspection of its books and records and during any discussion with its independent accountants or independent auditors and (ii) unless an Event of Default shall have occurred and be continuing, the Borrower’s obligation to reimburse any costs and expenses incurred by the Administrative Agent and the Lenders in connection with any such inspections shall be limited to one inspection per calendar year under this Section 5.06 and Section 7.01(a) of the Guarantee and Security Agreement.
SECTION 5.07.Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, including the Investment Company Act and any applicable rules, regulations or orders issued by the SEC thereunder (in each case, if applicable to such Person), and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Borrower shall maintain in effect policies, procedures and internal controls reasonably designed to ensure compliance by the
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Borrower, its Subsidiaries and their respective directors, officers, employees, agents and investment advisers with Anti-Corruption Laws and applicable Sanctions in all material respects.
SECTION 5.08.Certain Obligations Respecting Subsidiaries; Further Assurances.
(a)Subsidiary Guarantors. In the event that (i) the Borrower or any Subsidiary Guarantor shall form or acquire any new Subsidiary (other than an Excluded Asset, a Foreign Subsidiary, an Immaterial Subsidiary or a Subsidiary of a Foreign Subsidiary) or (ii) any Excluded Asset, Foreign Subsidiary, Immaterial Subsidiary or Subsidiary of a Foreign Subsidiary shall no longer constitute an “Excluded Asset”, a “Foreign Subsidiary”, an “Immaterial Subsidiary” or a “Subsidiary of a Foreign Subsidiary”, in each case, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will within thirty (30) days thereof (or such longer period as shall be reasonably agreed by the Administrative Agent) cause such new Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless waived by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Restatement Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Immaterial Subsidiaries, Foreign Subsidiaries or Subsidiaries of Foreign Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Foreign Subsidiary or Subsidiary of a Foreign Subsidiary, executing and delivering a guarantee and security agreement governed by the laws of the country in which such Subsidiary is located, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the form of the Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).
(b)Ownership of Subsidiaries. The Borrower will, and will cause each Significant Subsidiary to, take such action from time to time as shall be necessary to ensure that each Significant Subsidiary (other than any Subsidiary that is an Excluded Asset) is a wholly owned Subsidiary; provided, that the foregoing shall not prohibit any transactions permitted under Section 6.03 or 6.04, so long as immediately after giving effect to such permitted transaction, each of the remaining Significant Subsidiaries of the Borrower (other than any Subsidiary that is an Excluded Asset) is a wholly-owned Subsidiary.
(c)Further Assurances. The Borrower will, and will cause each of the Subsidiary Guarantors to, take such action from time to time (including filing appropriate Uniform Commercial Code financing statements and executing and delivering such assignments, security agreements and other instruments) as shall be reasonably requested by the Administrative Agent to effectuate the purposes of this Agreement, including:
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(i)to create, in favor of the Collateral Agent for the benefit of the Secured Parties (and any affiliate thereof that is a party to any Hedging Agreement entered into with an Obligor) and the holders of any Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness, perfected security interests and Liens in the Collateral; provided that any such security interest or Lien shall be subject to the relevant requirements of the Security Documents;
(ii)in the case of any portfolio investment held by an Excluded Asset or an Immaterial Subsidiary, including any cash collection related thereto, ensure that such portfolio investment shall not be held in the account of any Obligor subject to a control agreement among such Obligor, the Collateral Agent and the Custodian delivered in connection with this Agreement or any other Loan Document; provided that, in the case of a portfolio investment consisting of a participation interest held by any Excluded Asset or Immaterial Subsidiary (other than a 100% participation interest held for more than ninety (90) days) that was acquired from an Obligor, such portfolio investment, including any cash collection related thereto, may be held in any account of any Obligor, so long as, in the case of cash, it is promptly distributed to such Excluded Asset or Immaterial Subsidiary;
(iii)in the case of any Portfolio Investment consisting of a Bank Loan (as defined in Section 5.13) that does not constitute all of the credit extended to the underlying borrower under the relevant underlying loan documents and an Excluded Asset or Immaterial Subsidiary holds any interest in the loans or other extensions of credit under such loan documents, (x) to cause such Excluded Asset or Immaterial Subsidiary to be party to such underlying loan documents as a “lender” having a direct interest (or a participation not acquired from an Obligor) in such underlying loan documents and the extensions of credit thereunder and (y) to ensure that, subject to Section 5.08(c)(iv) below, all amounts owing to such Obligor, Immaterial Subsidiary or Excluded Asset by the underlying borrower or other obligated party are remitted by such borrower or obligated party (or the applicable administrative agents, collateral agents or equivalent Person) directly to the separate accounts of such Obligor, such Excluded Asset, and such Immaterial Subsidiary and no other accounts owing by such underlying borrower or obligated party are remitted to the accounts of such Obligor, such Excluded Asset and such Immaterial Subsidiary, respectively;
(iv)in the event that any Obligor is acting as an agent or administrative agent under any loan documents with respect to any Bank Loan that does not constitute all of the credit extended to the underlying borrower under the relevant underlying loan documents, to ensure that all funds held by such Obligor in such capacity as agent or administrative agent are segregated from all other funds of such Obligor and clearly identified as being held in an agency capacity; and
(v) if an Event of Default has occurred and is continuing, to cause the closing sets and all executed amendments, consents, forbearances and other modifications and assignment agreements relating to any Portfolio Investment constituting part of the Collateral and any other documents relating to such Portfolio Investment requested by the Collateral Agent, in each case, to be held by the Collateral Agent or a custodian pursuant to the terms of a custodian agreement and/or control agreement reasonably satisfactory to
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the Administrative Agent (and the Administrative Agent hereby acknowledges that the Custodian Control Agreement is satisfactory for this purpose); provided that the Borrower’s obligation to deliver underlying documentation may be satisfied by delivery of copies of such agreements.
Notwithstanding anything to the contrary contained herein, (1) nothing contained herein shall prevent an Obligor from having a Participation Interest in a portfolio investment held by an Excluded Asset and (2) if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of such Obligor, then any original of such instrument, promissory note, agreement, document or certificate shall be deemed held by the Custodian for all purposes hereunder; provided that, when such Obligor has actual knowledge of any such destroyed or lost instrument, promissory note, agreement, document or certificate, it shall use commercially reasonable efforts to obtain from the underlying borrower, and deliver to the Custodian, a replacement instrument, promissory note, agreement, document or certificate.
SECTION 5.09.Use of Proceeds. The Borrower will use the proceeds of the Loans and issuances of Letters of Credit only for general corporate purposes of the Borrower and its Subsidiaries, including the acquisition and funding (either directly or through one or more wholly-owned Subsidiaries) of leveraged loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common stock and other Investments; provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds. No part of the proceeds of any extension of credit hereunder will be used in violation of (a) applicable law or, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock in violation of Regulation U or (b) Section 3.16. Upon the written request of any Lender, the Borrower shall furnish to such Lender a statement in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U. Margin Stock shall be purchased by the Obligors only with the proceeds of Indebtedness not directly or indirectly secured by Margin Stock, or with the proceeds of equity capital of the Borrower.
SECTION 5.10.Status of RIC and BDC. As of the Restatement Effective Date, the Borrower is treated as a RIC under the Code, and the Borrower shall at all times thereafter, subject to applicable grace periods set forth in the Code, maintain its status as a RIC under the Code. The Borrower shall at all times maintain its status as a “business development company” under the Investment Company Act.
SECTION 5.11.Investment Policies. The Borrower shall at all times be in compliance with its Investment Policies (after giving effect to any Permitted Policy Amendments), except to the extent that the failure to so comply would not reasonably be expected to have a Material Adverse Effect.
SECTION 5.12.Portfolio Valuation and Diversification Etc.
(a)Industry Classification Groups. For purposes of this Agreement, the Borrower, in its reasonable determination, shall assign each Portfolio Investment included in the Borrowing Base to an Industry Classification Group. To the extent the Borrower reasonably determines that any Portfolio Investment included in the Borrowing Base is not adequately correlated with the risks of other Portfolio Investments in an Industry Classification Group, such
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Portfolio Investment may be assigned by the Borrower to an Industry Classification Group that is more closely correlated to such Portfolio Investment. In the absence of adequate correlation, the Borrower shall be permitted, upon prior notice to the Administrative Agent (for distribution to each Lender), to create up to three additional industry classification groups for purposes of this Agreement.
(b)Portfolio Valuation Etc.
(i)Settlement Date Basis. For purposes of this Agreement, all determinations of whether an investment is to be included as a Portfolio Investment shall be determined on a settlement-date basis (meaning that any investment that has been purchased will not be treated as a Portfolio Investment until such purchase has settled, and any Portfolio Investment which has been sold will not be excluded as a Portfolio Investment until such sale has settled); provided that no such investment shall be included as a Portfolio Investment to the extent it has not been paid for in full.
(ii)Determination of Values. The Borrower will conduct reviews of the value to be assigned to each of its Portfolio Investments included in the Borrowing Base as follows:
(A)Quoted Investments - External Review. With respect to Portfolio Investments (including Cash Equivalents) for which market quotations are readily available and that are traded in an active and orderly market as determined by the Borrower (each, a “Quoted Investment”), the Borrower shall, not less frequently than once each calendar week, determine the market value of such Quoted Investments which shall, in each case, be determined in accordance with one of the following methodologies (as selected by the Borrower):
(w)    in the case of public and 144A securities, the average of the bid prices as determined by two Approved Dealers selected by the Borrower,
(x)    in the case of Bank Loans, the bid price as determined by one Approved Dealer or Approved Pricing Service selected by the Borrower,
(y)    in the case of any Quoted Investment traded on an exchange, the closing price for such Quoted Investment most recently posted on such exchange, and
(z)    in the case of any other Quoted Investment, the fair market value thereof as determined by an Approved Pricing Service (as selected by the Borrower).
(B)Unquoted Investments - External Review. With respect to each Portfolio Investment for which market quotations are not readily available as determined by the Borrower (each, an “Unquoted Investment”), the Borrower shall request an Approved Third-Party Appraiser to assist the Investment Adviser (so long as it has the necessary delegated authority) or the board of directors of
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the Borrower (or the appropriate committee thereof with the necessary delegated authority) in determining the fair market value of each such Unquoted Investment (other than any Unquoted Investment that the Administrative Agent has most recently notified the Borrower that it intends to have an Approved Third Party Appraiser selected by the Administrative Agent value), (1) with respect to Unquoted Investments held for a full calendar year, as at the last day of two non-consecutive fiscal quarters each calendar year and (2) with respect to Unquoted Investments held for less than one full calendar year but more than one full calendar quarter, as at the last day of at least one fiscal quarter in such calendar year, in each case, and with respect to each calendar year, as selected by the Borrower in its sole discretion (with respect to such Unquoted Investment) (each, a “Testing Quarter”); provided that:
(w)    except as set forth in clause (z) below, the Value of any such Unquoted Investment acquired shall be deemed to be equal to the cost of such Unquoted Investment until such time as the fair market value of such Unquoted Investment is determined in accordance with the foregoing provisions of this subclause (B) as at the last day of the next succeeding Testing Quarter with respect to such Unquoted Investment;
(x)    notwithstanding the foregoing and except as set forth in clause (z) below, the Investment Adviser (so long as it has the necessary delegated authority) or the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) may, without the assistance of an Approved Third-Party Appraiser, determine the fair market value of such Unquoted Investment so long as the aggregate Value thereof of all Unquoted Investments so determined does not at any time exceed 10% of the aggregate Borrowing Base for any Testing Quarter, except that the fair market value of any Unquoted Investment that has been determined without the assistance of an Approved Third-Party Appraiser in reliance on this clause (x) as at the last day of any Testing Quarter with respect to such Unquoted Investment shall be deemed to be zero as at the last day of the immediately succeeding Testing Quarter with respect to such Unquoted Investment (but effective upon the date upon which the Borrowing Base Certificate for such last day is required to be delivered hereunder) if an Approved Third-Party Appraiser has not assisted the Investment Adviser (so long as it has the necessary delegated authority) or the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) in determining the fair market value of such Unquoted Investments, as at such date;
(y)    no Testing Quarter with respect to any Unquoted Investment for which market quotations are not readily available shall end more than six months following the end of the immediately preceding Testing Quarter for such Unquoted Investment; and
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(z)    the Value, at the end of any fiscal quarter, of any such Unquoted Investment that was acquired within thirty (30) days of the end of such fiscal quarter (collectively, the “Market Value Investments”) shall be deemed to be equal to the cost of such Unquoted Investment.
(C)Internal Review. The Borrower shall conduct internal reviews of all Portfolio Investments included in the Borrowing Base at least once each calendar week which shall take into account any events of which any Financial Officer of the Borrower has knowledge that materially and adversely affect the aggregate value of the Portfolio Investments included in the Borrowing Base. If the value of any Portfolio Investment as most recently determined by the Borrower pursuant to this Section 5.12(b)(ii)(C) is lower than the value of such Portfolio Investment as most recently determined pursuant to Sections 5.12(b)(ii)(A) and (B), such lower value shall be deemed to be the “Value” of such Portfolio Investment for purposes hereof; provided that the Value of any Portfolio Investment of the Borrower and its Subsidiaries shall be increased by the net unrealized gain as at the date such Value is determined of any Hedging Agreement entered into to hedge risks associated with such Portfolio Investment and reduced by the net unrealized loss as at such date of any such Hedging Agreement (such net unrealized gain or net unrealized loss, on any date, to be equal to the aggregate amount receivable or payable under the related Hedging Agreement if the same were terminated on such date).
(D)Failure to Determine Values. If the Borrower shall fail to determine the value of any Portfolio Investment as at any date pursuant to the requirements (but subject to the exclusions) of the foregoing subclauses (A), (B) or (C), then the “Value” of such Portfolio Investment as at such date shall be deemed to be zero for purposes of the Borrowing Base until such time as the value of such Portfolio Investment is otherwise determined or reviewed, as applicable, in accordance herewith.
(E)Testing of Values. At least six (6) weeks prior to the end of each fiscal quarter (the last such fiscal quarter is referred to herein as, the “Testing Period”), the Administrative Agent in its reasonable discretion shall select (and inform the Borrower of) the particular Unquoted Investments included in the Borrowing Base to be valued by an Approved Third-Party Appraiser selected by the Administrative Agent that collectively have an aggregate Value approximately equal to the Calculation Amount. For the avoidance of doubt, all calculations of value pursuant to this Section 5.12(b)(ii)(E) shall be determined without application of the Advance Rates. The Testing Period shall not be required to coincide with the timing of any valuations conducted by the Investment Adviser (so long as it has the necessary delegated authority) or the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) pursuant to Section 5.12(b)(ii)(B).
(F)Valuation Dispute Resolution. Notwithstanding the foregoing, the Administrative Agent shall at any time have the right to request, in its reasonable discretion, any Unquoted Investment included in the Borrowing
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Base with a value determined pursuant to Section 5.12(b)(ii) (other than, so long as no Event of Default exists, any Portfolio Investment included in the Borrowing Base tested pursuant to Section 5.12(b)(ii)(E) as of the most recent Testing Period) to be independently valued by an Approved Third-Party Appraiser selected by the Administrative Agent. There shall be no limit on the number of such appraisals requested by the Administrative Agent in its reasonable discretion; provided, that (i) any appraisal shall be conducted in a manner that is not disruptive to the Borrower’s business and (ii) the values determined by any appraisal shall be treated as confidential information by the Administrative Agent and the Lenders and shall be deemed to be “Information” hereunder and subject to Section 9.13 hereof. The reasonable and documented out-of-pocket costs of any such valuation shall be at the expense of the Borrower; provided that, (i) any appraisal shall be conducted in a manner that is not disruptive to the Borrower’s business, (ii) the values determined by any appraisal shall be treated as confidential information by the Administrative Agent and the Lenders and (iii) so long as no Event of Default has occurred and is continuing, the Borrower’s obligations to reimburse valuation costs incurred by the Administrative Agent pursuant to this Section 5.12(b)(ii)(F) shall be limited to an aggregate annual amount equal to the greater of $100,000 and 0.015% of the aggregate Commitments. The Administrative Agent shall notify the Borrower of its receipt of results from an Approved Third-Party Appraiser of any appraisal and provide a copy of the results and any related reports to the Borrower. If the difference between the Borrower’s valuation pursuant to Section 5.12(b)(ii)(B) and the valuation of any Approved Third-Party Appraiser selected by the Administrative Agent pursuant to Section 5.12(b)(ii)(E) or (F) is (1) less than 5% of the Borrower’s value thereof, then the Borrower’s valuation shall be used, (2) between 5% and 20% of the Borrower’s value thereof, then the valuation of such Portfolio Investment shall be the average of the value determined by the Borrower and the value determined by the Approved Third-Party Appraiser selected by the Administrative Agent and (3) greater than 20% of the Borrower’s value thereof, then the Borrower and the Administrative Agent shall select an additional Approved Third-Party Appraiser and the valuation of such Portfolio Investment shall be the average of the three valuations (with the average of the Administrative Agent’s Approved Third-Party Appraiser’s valuation and the Borrower’s valuation to be used until the third valuation is obtained). For the avoidance of doubt, Portfolio Investments that are part of the Collateral but not included in the Borrowing Base as of the most recent Testing Period shall not be subject to testing under this Section 5.12(b)(ii)(F).
(iii)Generally Applicable Valuation Provisions.
(A)Each Approved Third-Party Appraiser (whether selected by the Borrower or the Administrative Agent) shall apply a recognized valuation methodology that is commonly accepted in the Borrower’s industry for valuing Portfolio Investments of the type being valued and held by the Obligors. Other procedures relating to the valuation will be reasonably agreed upon by the Administrative Agent and the Borrower.
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(B)Notwithstanding anything to the contrary contained herein, from the Restatement Effective Date until the date when the first valuation report with respect to the applicable Portfolio Investment is required to be delivered under Section 5.12(b)(ii)(B) or (E), as applicable, the Value of any Portfolio Investment included in the Borrowing Base shall be the Value as delivered to the Collateral Agent on or prior to the Restatement Effective Date. For the avoidance of doubt, subject to Section 5.12(b)(ii)(B) the value of any Portfolio Investments determined in accordance with any provision of this Section 5.12 shall be the Value of such Portfolio Investment for purposes of this Agreement until a new Value for such Portfolio Investment is subsequently required to be determined in good faith in accordance with this Section 5.12.
(C)The Administrative Agent and each Lender acknowledges that it may be required to enter into a non-reliance letter, confidentiality agreement or similar agreement requested or required by a proposed appraiser to allow the Administrative Agent or such Lender to review any written valuation report. Notwithstanding anything to the contrary contained herein, there shall be no requirement to disclose any portion of any report submitted by an Approved Third-Party Appraiser without such a non-reliance letter if such non-reliance letter is required by such Approved Third-Party Appraiser as a condition to such disclosure.
(D)For the avoidance of doubt, any Values determined by the Independent Valuation Provider pursuant to Sections 5.12(b)(ii)(E) and (F) shall only be required to be used for purposes of calculating the Borrowing Base and shall not be required to be utilized for any other purpose, including, without limitation, the delivery of financial statements or valuations required under ASC 820 or the Investment Company Act.
(E) The Administrative Agent shall notify the Borrower of its receipt of the final results of any valuation performed by the Independent Valuation Provider promptly upon its receipt thereof and shall promptly provide a copy of such results and the related report to the Borrower.
(c)RIC Diversification Requirements. The Borrower will, and will cause its Subsidiaries (other than Subsidiaries that are exempt from the Investment Company Act) at all times to, subject to applicable grace or cure periods set forth in the Code, comply with the portfolio diversification requirements set forth in the Code applicable to RICs, to the extent applicable.
(d)Participation Interests. The Value attributable to any Participation Interest shall be the Value determined with respect to the underlying portfolio investment related to such Participation Interest in accordance with this Section 5.12, provided that any participation interest that does not satisfy the definition of Participation Interest shall have a Value of zero (0) for purposes of this Agreement.
SECTION 5.13.Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash
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Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a)the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Borrower Net Worth (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with prior notice to the Administrative Agent, the Advance Rate applicable to that portion of an investment exceeding 12.5% of Borrower Net Worth shall be 50% of the Advance Rate otherwise applicable;
(b)the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Borrower Net Worth (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) shall be 0%;
(c)the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Collateral Pool (which for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) shall be 0%; provided that, with respect to Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such portion of the aggregate Value of the Portfolio Investments in such Industry Classification Group that exceeds 30% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%;
(d)no Portfolio Investment may be included in the Borrowing Base unless such Portfolio Investment is included in the Collateral Pool;
(e)the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Principal Finance Assets, DIP Loans, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f)the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g)the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%;
(h)the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Ireland, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 10% without the consent of the Administrative Agent;
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(i)at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.00 to 1.00, but less than 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Cash, Cash Equivalents, Short-Term U.S. Government Securities, Long-Term U.S. Government Securities and Performing Cash Pay First Lien Bank Loans shall not exceed 62.5%;
(j)at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Cash, Cash Equivalents, Short-Term U.S. Government Securities, Long-Term U.S. Government Securities and Performing Cash Pay First Lien Bank Loans shall not exceed 67.5%;
(k)the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s Portfolio Investments in Lien Restricted Investments shall be 0% to the extent necessary so that no more than 2% of the Borrowing Base is attributable to such investments; and
(l)no Participation Interest may be included in the Borrowing Base for more than ninety (90) days.
To avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Advance Rate reductions. To the extent any Portfolio Investment is required to be removed from the Borrowing Base to comply with any of the portfolio limitations set forth in this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such Portfolio Investments, to be so removed to effect such compliance.
As used herein, the following terms have the following meanings:
Advance Rate” means, as to any Portfolio Investment and subject to adjustment as provided in Section 5.13(a), (b) and (c), the following percentages with respect to such Portfolio Investment:
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Portfolio InvestmentQuotedUnquoted
Cash, Cash Equivalents and Short-Term U.S. Government Securities
100%
N/A
Long-Term U.S. Government Securities95%N/A
Performing Cash Pay First Lien Bank Loans85%75%
Performing Cash Pay First Lien Last Out Bank Loans80%70%
Performing Cash Pay Second Lien Bank Loans75%65%
Performing Cash Pay High Yield Securities70%60%
Performing Cash Pay Mezzanine Investments65%55%
Performing Non-Cash Pay Bank Loans65%55%
Performing Non-Cash Pay High Yield Securities60%50%
Performing Non-Cash Pay Mezzanine Investments55%45%
Performing Principal Finance Debt Assets55%45%
Performing Principal Finance Preferred Equity Assets45%35%
Performing Preferred Equity55%45%
Non-Performing First Lien Bank Loans45%45%
Non-Performing First Lien Last Out Bank Loans40%40%
Performing DIP Loans40%35%
Non-Performing Second Lien Bank Loans40%30%
Non-Performing High Yield Securities30%30%
Non-Performing Mezzanine Investments30%25%
Performing Common Equity (and zero cost or penny warrants with performing debt)30%20%
Performing Principal Finance Common Equity Assets30%20%
Non-Performing DIP Loans0%0%
Non-Performing Preferred Equity 0%0%
Non-Performing Common Equity (and zero cost or penny warrants with non performing debt)
0%0%
Structured Finance Obligations and Finance Leases0%0%
Non-Performing Principal Finance Assets0%0%

Bank Loans” means debt obligations (including, without limitation, term loans, notes, revolving loans, debtor-in-possession financings, the funded and unfunded portion of revolving credit lines and letter of credit facilities and other similar loans and investments including interim loans, bridge loans and senior subordinated loans) which are generally documented under a loan or credit facility (whether or not syndicated) or pursuant to any loan agreement, note purchase agreement or other similar financing arrangement facility (whether or not syndicated).
Capital Stock” has the meaning given to such term in Section 1.01.
Cash” has the meaning assigned to such term in Section 1.01.
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Cash Equivalents” has the meaning assigned to such term in Section 1.01.
Cash Pay Bank Loan” means First Lien Bank Loans, First Lien Last Out Bank Loans and Second Lien Bank Loans as to which, at the time of determination, (x) all of the interest on which is payable not less frequently than semi-annually and for which not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current period is payable in cash at least semi-annually or (y) if the immediately preceding clause (x) does not apply, (i) if such Bank Loan is a floating rate obligation, cash interest in an amount greater than or equal to 4.5% per annum above the applicable benchmark rate is payable at least semi-annually or (ii) if such Bank Loan is a fixed rate obligation, cash interest in an amount greater than or equal to 8.0% per annum is payable at least semi-annually.
DIP Loan” means a loan made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either 364(c) or 364(d) of the Bankruptcy Code.
Finance Lease” means any transaction representing the obligation of a lessee to pay rent or other amounts under a lease which is required to be classified and accounted for as a capital lease on the balance sheet of such lessee under GAAP.
First Lien Bank Loan” means a Bank Loan (other than a DIP Loan) that is entitled to the benefit of a first lien and first priority perfected security interest (subject to Liens securing a Superpriority Revolver and other customary encumbrances) on a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof. For the avoidance of doubt, an Obligor’s investment in the “first-out” portion (as defined in the definition of First Lien Last Out Bank Loan) of a First Lien Bank Loan shall be treated as a First Lien Bank Loan for purposes of determining the applicable Advance Rate for such portion of such Portfolio Investment and whether such Portfolio Investment constitutes a “Performing Cash Pay First Lien Bank Loan” under Sections 5.13(i) and (j) of this Agreement.
First Lien Last Out Bank Loan” means the “last-out” portion of a Bank Loan that is a First Lien Bank Loan, a portion of which is, in effect, subject to superpriority rights (the “first-out” portion) of other lenders with respect to such lenders’ right to receive distributions of collateral proceeds (such portion, a “last-out” portion). An Obligor’s investment in the last-out portion shall be treated as a First Lien Last Out Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment under this Agreement.
High Yield Securities” means debt Securities and Preferred Stock (solely to the extent that such Preferred Stock has a maturity date or is subject to mandatory redemption on a date certain that is not greater than ten (10) years from the date of initial issuance of such Preferred Stock), in each case (a) issued by public or private issuers, (b) issued pursuant to an effective registration statement or pursuant to Rule 144A under the Securities Act (or any successor provision thereunder) or other exemption to the Securities Act and (c) that are not Cash Equivalents, Mezzanine Investments or Bank Loans.
Joint Venture Investment” means, with respect to any Obligor, any Investment by such Obligor in a joint venture or other investment vehicle in the form of a capital investment, loan or other commitment in or to such joint venture or other investment vehicle pursuant to which such Obligor may be required to provide contributions, investments, or financing to such
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joint venture or other investment vehicle and which Investment the Borrower has designated as a “Joint Venture Investment”.
Lien Restricted Investment” means a Portfolio Investment consisting of an Obligor’s equity investment in an entity that holds Investments subject to underlying agreements that restrict the granting of a direct Lien on such Investments under this Agreement; provided, that (a) there are no greater restrictions or limitations in any material respect on the ability of the Borrower to liquidate such entity or its Investments therein (including any material redemption restrictions or penalties) and use the proceeds thereof than would be applicable if each Investment held by such entity was held directly as a Portfolio Investment by the Borrower and (b) there is no leverage employed by such entity.
Long-Term U.S. Government Securities” means U.S. Government Securities maturing more than one year from the applicable date of determination.
Mezzanine Investments” means debt Securities (including convertible debt Securities (other than the “in-the-money” equity component thereof)) and Preferred Stock (solely to the extent that such Preferred Stock has a maturity date or is subject to mandatory redemption on a date certain that is not greater than ten (10) years from the date of initial issuance of such Preferred Stock) in each case (a) issued by public or private issuers, (b) issued without registration under the Securities Act, (c) not issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder), (d) that are not Cash Equivalents and (e) contractually subordinated in right of payment to other debt of the same issuer.
Non-Performing Common Equity” means Capital Stock (other than Preferred Stock) and warrants of an issuer having any debt outstanding that is non-Performing.
Non-Performing DIP Loans” means DIP Loans other than Performing DIP Loans.
Non-Performing First Lien Bank Loans” means First Lien Bank Loans other than Performing Cash Pay First Lien Bank Loans and Performing Non-Cash Pay First Lien Bank Loans.
Non-Performing First Lien Last Out Bank Loans” means First Lien Last Out Bank Loans other than Performing Cash Pay First Lien Last Out Bank Loans and Performing Non-Cash Pay First Lien Last Out Bank Loans.
Non-Performing High Yield Securities” means High Yield Securities other than Performing Cash Pay High Yield Securities and Performing Non-Cash Pay High Yield Securities.
Non-Performing Mezzanine Investments” means Mezzanine Investments other than Performing Cash Pay Mezzanine Investments and Performing Non-Cash Pay Mezzanine Investments.
Non-Performing Portfolio Investment” means Portfolio Investments for which the issuer is, at the time of determination, in default of any payment obligations of principal or interest in respect thereof after the expiration of any applicable grace period.
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Non-Performing Preferred Equity” means Preferred Stock other than Performing Preferred Equity.
Non-Performing Principal Finance Assets” means Principal Finance Assets other than Performing Principal Finance Assets.
Non-Performing Second Lien Bank Loans” means Second Lien Bank Loans other than Performing Cash Pay Second Lien Bank Loans and Performing Non-Cash Pay Second Lien Bank Loans.
Participation Interest” means a participation interest (excluding any sub-participation interests) in an investment that at the time of acquisition by an Obligor satisfies each of the following criteria: (a) the underlying investment would constitute a Portfolio Investment were it acquired directly by such Obligor, (b) the seller of the participation is an Excluded Asset, (c) the entire purchase price for such participation is paid in full at the time of its acquisition and (d) the participation provides the participant all of the economic benefit and risk of the whole or part of such portfolio investment that is the subject of such participation.
Performing” means (a) with respect to any Portfolio Investment that is debt, the issuer of such Portfolio Investment is, at the time of determination, then not in default of any payment obligations outstanding with respect to accrued and unpaid interest or principal in respect thereof after the receipt of any notice and/or expiration of any applicable grace or cure period, (b) with respect to any Portfolio Investment that is Preferred Stock, the issuer of such Portfolio Investment has not failed to meet any scheduled redemption obligations or to pay its latest declared cash dividend, after the expiration of any applicable grace or cure period and (c) with respect to any Portfolio Investment that is a Principal Finance Asset, (x) each tranche of such Portfolio Investment or other investment that, in each case, is senior to such Portfolio Investment, in the issuer of such Portfolio Investment satisfies (to the extent applicable) the requirements of the immediately preceding clauses (a) and (b), and (y) to the extent applicable, the holders of such Portfolio Investment have received in cash all expected distributions of interest and other payments thereon and cash flows in respect thereof are not currently subject to any deferral or diversion for the benefit of the holders of any tranche or other investments that rank senior to such Portfolio Investment pursuant to any waterfall or similar structure.
Performing Cash Pay First Lien Bank Loans” means First Lien Bank Loans which are Cash Pay Bank Loans and are Performing.
Performing Cash Pay First Lien Last Out Bank Loans” means First Lien Last Out Bank Loans which are Cash Pay Bank Loans and are Performing.
Performing Cash Pay High Yield Securities” means High Yield Securities (a) as to which, at the time of determination, (x) not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semiannual or annual period (as applicable) is payable in cash, or (y) if the immediately preceding clause (x) does not apply, (i) if such High Yield Security is a floating rate obligation, cash interest in an amount greater than or equal to 4.5% per annum above the applicable benchmark rate is payable at least semi-annually or (ii) if such High Yield Security is a fixed rate obligation, cash interest in an amount greater than or equal to 8.0% per annum is payable at least semi-annually, and (b) which are Performing.
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Performing Cash Pay Mezzanine Investments” means Mezzanine Investments (a) as to which, at the time of determination, (x) not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash, or (y) if the immediately preceding clause (x) does not apply, (i) if such Mezzanine Investment is a floating rate obligation, cash interest in an amount greater than or equal to 4.5% per annum above the applicable benchmark rate is payable at least semi-annually or (ii) if such Mezzanine Investment is a fixed rate obligation, cash interest in an amount greater than or equal to 8.0% per annum is payable at least semi-annually, and (b) which are Performing.
Performing Cash Pay Second Lien Bank Loans” means Second Lien Bank Loans which are Cash Pay Bank Loans and are Performing.
Performing Common Equity” means Capital Stock (other than Preferred Stock) and warrants of an issuer all of whose outstanding debt is Performing.
Performing DIP Loans” means a DIP Loan that is Performing.
Performing Joint Venture Investments” means Joint Venture Investments which are Performing.
Performing Non-Cash Pay Bank Loans” means Performing Non-Cash Pay First Lien Bank Loans, Performing Non-Cash Pay First Lien Last Out Bank Loans and Performing Non-Cash Pay Second Lien Bank Loans.
Performing Non-Cash Pay First Lien Bank Loans” means First Lien Bank Loans which are not Cash Pay Bank Loans and are Performing.
Performing Non-Cash Pay First Lien Last Out Bank Loans” means First Lien Last Out Bank Loans which are not Cash Pay Bank Loans and are Performing.
Performing Non-Cash Pay High Yield Securities” means Performing High Yield Securities other than Performing Cash Pay High Yield Securities.
Performing Non-Cash Pay Mezzanine Investments” means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.
Performing Non-Cash Pay Second Lien Bank Loans” means Second Lien Bank Loans which are not Cash Pay Bank Loans and are Performing.
Performing Preferred Equity” means Preferred Stock that is Performing.
Performing Principal Finance Assets” means Principal Finance Assets which are Performing.
Performing Principal Finance Common Equity Assets” means Performing Principal Finance Assets which are Equity Interests (other than Preferred Stock).
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Performing Principal Finance Debt Assets” means Performing Principal Finance Assets which are debt Portfolio Investments.
Performing Principal Finance Preferred Equity Assets” means Performing Principal Finance Assets which are Preferred Stock.
Preferred Stock” as applied to the Capital Stock of any Person, means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to any shares (or other interests) of other Capital Stock of such Person, and shall include cumulative preferred, non-cumulative preferred, participating preferred and convertible preferred Capital Stock.
Principal Finance Asset” means any Portfolio Investment, the repayment of which is primarily dependent upon cash flows generated from the creation, or the liquidation, of an underlying asset or pool of assets or other investments and which are not investments in CLO Securities; provided that, notwithstanding anything to the contrary in this Agreement, traditional asset-based or cash flow loans made directly or indirectly to an operating company, including, without limitation, loans with a borrowing base consisting of receivables and/or inventory, shall not be deemed to be Principal Finance Assets. Notwithstanding anything to the contrary in this Agreement, a Principal Finance Asset shall not be treated as a Bank Loan, Mezzanine Investment, High Yield Security, Performing DIP Loan, Performing Preferred Stock or Performing Common Equity for any purpose under this Agreement.
Second Lien Bank Loan” means a Bank Loan (other than a First Lien Bank Loan, a First Lien Last Out Bank Loan or a DIP Loan) that is entitled to the benefit of a first and/or second lien and first and/or second priority perfected security interest (subject to customary encumbrances) on specified assets of the respective borrower and guarantors obligated in respect thereof.
Securities” means common and preferred stock, units and participations, member interests in limited liability companies, partnership interests in partnerships, notes, bonds, debentures, trust receipts and other obligations, instruments or evidences of indebtedness, including debt instruments of public and private issuers and tax-exempt securities (including warrants, rights, put and call options and other options relating thereto, representing rights, or any combination thereof) and other property or interests commonly regarded as securities or any form of interest or participation therein, but not including Bank Loans.
Securities Act” means the United States Securities Act of 1933, as amended.
Short-Term U.S. Government Securities” means U.S. Government Securities maturing within one year of the applicable date of determination.
Structured Finance Obligation” means any obligation issued by a special purpose vehicle and secured directly by, referenced to, or representing ownership of, a pool of receivables or other financial assets of any obligor, including collateralized debt obligations and mortgaged-backed securities. For the avoidance of doubt, if an obligation satisfies the definition of “Structured Finance Obligation”, such obligation shall not (a) qualify as any other category of Portfolio Investment and (b) be included in the Borrowing Base.
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Superpriority Revolver” means, with respect to any borrower under a Bank Loan, a senior facility (including any “ABL” revolver) for such borrower and/or any of its parents and/or subsidiaries; provided that (a) such Bank Loan has a second-priority lien on the collateral that is subject to the first-priority lien of such senior facility (or a pari passu lien on such collateral), (b) such senior facility is not secured by any other assets (other than a pari passu lien or a second-priority lien on any collateral that is subject to a pari passu lien or a first-priority lien of such Bank Loan) and does not benefit from any standstill rights (other than customary rights) with respect to any other assets and (c) the maximum outstanding principal amount of such senior facility is not greater than 15% of the aggregate enterprise value of such borrower (as determined at the time of closing of the transaction, and thereafter an enterprise value for such borrower determined in a manner consistent with the valuation methodology applied in the valuation for such borrower as determined by the Investment Adviser (so long as it has the necessary delegated authority) or the Borrower’s board of directors (or the appropriate committee thereof with the necessary delegated authority) in a commercially reasonable manner, including the use of an Approved Third-Party Appraiser in the case of Unquoted Investments).
U.S. Government Securities” has the meaning assigned to such term in Section 1.01.
Value” means, with respect to any Portfolio Investment, the lower of:
(i)    the most recent internal market value as determined pursuant to Section 5.12(b)(ii)(C) and
(ii)    the most recent external market value as determined pursuant to Section 5.12(b)(ii)(A) and (B).
ARTICLE VI

NEGATIVE COVENANTS
Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder (other than Unasserted Contingent Obligations) shall have been paid in full and all Letters of Credit shall have expired, been terminated, been Cash Collateralized or been backstopped and all LC Disbursements then outstanding shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:
SECTION 6.01.Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, create, incur, assume or permit to exist any Indebtedness (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place only at the time such facility is entered into or the aggregate commitments thereunder are increased or extended and, solely for purposes of satisfying the incurrence tests in this Section 6.01, shall be deemed to be fully drawn with respect to any commitments that have not expired or been terminated and are, subject to the satisfaction of customary credit event conditions, available to be drawn; provided that such commitments shall in no event include any delayed draw portion that has not yet been funded (which delayed draw portion shall be “incurred” when funded) or any accordion capacity that has not yet been exercised), except:
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(a)Indebtedness created under this Agreement or any other Loan Document;
(b)Secured Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness so long as, immediately after giving effect to its incurrence and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the aggregate amount of such Secured Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness (determined at the time of the incurrence thereof), taken together with other then-outstanding Indebtedness that constitutes Senior Securities, does not exceed the amount required to comply with the provisions of Sections 6.07(c) and (d) (measured at the time of incurrence), and (iii) the Covered Debt Amount does not exceed the Borrowing Base then in effect;
(c)Other Permitted Indebtedness;
(d)Guarantees of Indebtedness otherwise permitted hereunder;
(e)(i) Indebtedness of any Obligor owing to any other Obligor, (ii) if such Indebtedness is subject to subordination terms and conditions that are reasonably satisfactory to the Administrative Agent, Indebtedness of any Obligor owing to any other Subsidiary of the Borrower or (iii) Indebtedness of the Borrower or any other Obligor to a Financing Subsidiary or Permitted CLO Issuer to the extent a court determines a transfer of assets (including participations) from such Obligor to such Financing Subsidiary or Permitted CLO Issuer did not constitute a true sale, provided, that with respect to this clause (iii), the holders of such Indebtedness have recourse only to the assets purported to be transferred (or in the case of participations, the portfolio investments that such participation interest relates to) to such Financing Subsidiary or Permitted CLO Issuer and to no other assets of the Obligors in connection with such Indebtedness;
(f)[Reserved];
(g)(i) repurchase obligations arising in the ordinary course of business with respect to U.S. Government Securities and (ii) Contingent Secured Indebtedness in an aggregate principal amount not exceeding $100,000,000 at any one time outstanding so long as, in the case of this clause (ii), immediately after giving effect to the incurrence of such Contingent Secured Indebtedness and any Concurrent Transaction, (w) no Specified Default or Event of Default shall have occurred and be continuing, (x) the Borrower is in pro forma compliance with Sections 6.07 (c) and (d), (y) the Covered Debt Amount does not exceed the Borrowing Base then in effect and (z) no Contingent Borrowing Base Deficiency shall have occurred and be continuing;
(h)obligations payable or payments of margin or posting of margin collateral to clearing agencies, brokers, dealers or others in connection with the purchase or sale of securities or other Investments, credit default swaps or other derivative transactions, in each case in the ordinary course of business;
(i)Secured Shorter-Term Indebtedness so long as, immediately after giving effect to its incurrence and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the aggregate outstanding principal amount (determined at the time of the incurrence of such Indebtedness) of such Indebtedness does not exceed the greater of (x) $100,000,000 and (y) 5% of Shareholders’ Equity, (iii) the aggregate
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amount of such Indebtedness (determined at the time of incurrence thereof), taken together with other then-outstanding Indebtedness that constitutes Senior Securities, does not exceed the amount required to comply with the provisions of each of Sections 6.07(c) and (d) (measured at the time of incurrence), and (iv) the Covered Debt Amount does not exceed the Borrowing Base then in effect;
(j)obligations (including Guarantees) in respect of Standard Securitization Undertakings;
(k)Permitted SBIC Guarantees and any SBIC Equity Commitment or analogous commitment;
(l)Unsecured Shorter-Term Indebtedness and Special Permitted Indebtedness so long as, immediately after giving effect to its incurrence and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the aggregate outstanding principal amount (determined at the time of the incurrence thereof) of such Indebtedness does not exceed $1,750,000,000, (iii) the aggregate amount of such Indebtedness, taken together with other then-outstanding Indebtedness that constitutes Senior Securities, does not exceed the amount required to comply with the provisions of each of Sections 6.07(c) and (d) (measured at the time of incurrence), and (iv) the Covered Debt Amount does not exceed the Borrowing Base then in effect;
(m)Obligations with respect to Hedging Agreements permitted under Section 6.04(c);
(n)[Reserved]; and
(o)other Indebtedness (which may include, for the avoidance of doubt, unsecured Guarantees by an Obligor of the Indebtedness of an issuer or obligor under any Portfolio Investment held by any Obligor, so long as such Guarantees are extended by such Obligor in accordance with the Borrower’s Investment Policies (after giving effect to any Permitted Policy Amendments)) so long as, immediately after giving effect to its incurrence (i) the aggregate principal amount then outstanding does not exceed $40,000,000, (ii) the aggregate amount of such Indebtedness, taken together with other then-outstanding Indebtedness that constitutes Senior Securities, does not exceed the amount required to comply with the provisions of each of Sections 6.07(c) and (d) (measured at the time of incurrence), and (iii) the Covered Debt Amount does not exceed the Borrowing Base then in effect and (iv) to the extent such Indebtedness constitutes Contingent Secured Indebtedness, no Contingent Borrowing Base Deficiency shall have occurred and be continuing.
SECTION 6.02.Liens. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof (which, for the avoidance of doubt, shall not include participations in Investments to the extent that the portion of such Investment represented by such participation is not treated as a Portfolio Investment), except:
(a)any Lien on any property or asset of the Borrower or any Subsidiary Guarantor existing on the Restatement Effective Date and set forth in Part B of Schedule 3.11;
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provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of the Subsidiary Guarantors (other than proceeds thereof or accessions thereto), and (ii) any such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, except to the extent not prohibited hereunder;
(b)Liens created pursuant to this Agreement (including Section 2.19) or any of the Security Documents (including Liens in favor of the Designated Indebtedness Holders (as defined in the Guarantee and Security Agreement));
(c)Liens on Special Equity Interests included in the Investments of the Borrower but only to the extent securing obligations in the manner provided in the definition of “Special Equity Interests” in Section 1.01;
(d)Liens securing Indebtedness or other obligations (other than Contingent Secured Indebtedness), that, together with all then outstanding Indebtedness and other obligations secured by Liens incurred pursuant to Section 6.01(o), does not exceed $40,000,000 at the time of granting of such Lien (which may cover Portfolio Investments, but only to the extent released from, or otherwise not covered by, the Lien in favor of the Collateral Agent pursuant to Section 9.02(c) hereof or Section 10.03 of the Guarantee and Security Agreement), so long as, immediately after giving effect to the granting of such Lien and any Concurrent Transaction (i) the aggregate amount of such Indebtedness (determined at the time of incurrence thereof), taken together with other then-outstanding Indebtedness that constitutes Senior Securities, does not exceed the amount required to comply with the provisions of each of Sections 6.07(c) and (d) (measured at the time of incurrence) and (ii) no Borrowing Base Deficiency shall have occurred and be continuing;
(e)Permitted Liens;
(f)Liens on Equity Interests in any SBIC Subsidiary created in favor of the SBA or its designee and Liens on Equity Interests in any SPE Subsidiary in favor of and required by any lender providing third party financing to such SPE Subsidiary;
(g)Liens created by posting of cash collateral in connection with Hedging Agreements permitted under Section 6.04(c);
(h)[Reserved];
(i)Liens on the direct ownership interest of any Obligor in an Excluded Asset to secure obligations owed to a creditor of such Excluded Asset;
(j)(i) Liens on assets not constituting Collateral securing Indebtedness permitted under Sections 6.01(g)(i) and (ii) Liens on Investments subject to a repurchase obligation permitted under Section 6.01(g)(ii), 6.01(o) or otherwise solely to the extent such Lien only covers (A) such Investments that are subject to the repurchase obligation on the date such obligation was incurred under Section 6.01(g)(ii) or 6.01(o) or (B) such other Investments (which, in the case of any Investments that secure Contingent Secured Indebtedness, are permitted to secure Contingent Secured Indebtedness pursuant to the definition thereof) so long as immediately after giving effect to the granting of such Lien on such other Investments and any
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Concurrent Transaction, (x) no Specified Default or Event of Default shall have occurred and be continuing, (y) the Covered Debt Amount does not exceed the Borrowing Base and (z) no Contingent Borrowing Base Deficiency shall have occurred and be continuing); and
(k)[Reserved].
SECTION 6.03.Fundamental Changes. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, except for purchases or acquisitions of Investments and other assets in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries and not in violation of the terms and conditions of this Agreement or any other Loan Document. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, any part of its assets, whether now owned or hereafter acquired, but excluding (w) any transaction permitted under Section 6.05 or 6.12, (x) assets sold or disposed of in the ordinary course of business (including to make expenditures of Cash and Cash Equivalents in the ordinary course of business) (other than the transfer of Portfolio Investments to a Subsidiary that is not a Subsidiary Guarantor), (y) subject to the provisions of clause (e) below, the transfer or sale of Portfolio Investments to a Subsidiary that is not a Subsidiary Guarantor and (z) subject to the provisions of clause (c) below, any Obligor’s ownership interest in any Excluded Asset or any Immaterial Subsidiary.
Notwithstanding the foregoing provisions of this Section:
(a)any Subsidiary Guarantor may be merged or consolidated with or into the Borrower or any other Subsidiary Guarantor; provided that if any such transaction shall be between a Subsidiary Guarantor and a wholly owned Subsidiary Guarantor, the wholly owned Subsidiary Guarantor shall be the continuing or surviving corporation or such other Person that is the continuing or surviving entity in such transaction becomes a Subsidiary Guarantor and expressly assumes, in writing, all the obligations of a Subsidiary Guarantor under the Loan Documents;
(b)any Obligor may sell, lease, transfer (including a deemed transfer resulting from a division or plan of division) or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower;
(c)the Capital Stock of any Subsidiary of any Obligor may be sold, transferred (including a deemed transfer resulting from a division or plan of division) or otherwise disposed of (including by way of consolidation or merger) (i) to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower or (ii) so long as such transaction results in an Obligor receiving the proceeds of such disposition, to any other Person (excluding any Affiliate of the Borrower that is not an Obligor at any time a Specified Default or an Event of Default has occurred and is continuing), provided, that in the case of this clause (ii), if such Subsidiary is a Subsidiary Guarantor or holds any Portfolio Investments, the Borrower would not have been prohibited from disposing of all such Portfolio Investments to such other Person under any other term of this Agreement;
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(d)the Obligors may sell, transfer (including a deemed transfer resulting from a division or plan of division) or otherwise Dispose of Investments (other than to a Subsidiary that is not a Subsidiary Guarantor) so long as, immediately after giving effect to such sale, transfer or other disposition and any Concurrent Transaction, the Covered Debt Amount does not exceed the Borrowing Base;
(e)the Obligors may (i) sell, transfer (including a deemed transfer resulting from a division or plan of division) or otherwise dispose of Cash, Cash Equivalents and Portfolio Investments (other than the ownership or economic interests in any Excluded Asset, which shall be subject to clause (e) below) to any Subsidiary that is not a Subsidiary Guarantor or (ii) repurchase from any Excluded Asset (or a Subsidiary that was an Excluded Asset immediately prior to such disposition) any assets transferred or contributed, directly or indirectly, to such Excluded Asset (or a Subsidiary that was an Excluded Asset immediately prior to such disposition) pursuant to this Section 6.03, so long as, in each case of clause (i) or clause (ii), immediately after giving effect to such sale, transfer, other disposition or such repurchase and any Concurrent Transactions, (x) the Covered Debt Amount does not exceed the Borrowing Base then in effect and (y) either (1) the amount of any excess availability under the Borrowing Base immediately prior to such sale, transfer, other disposition or repurchase is not diminished as a result of such sale, transfer, other disposition or repurchase or (2) the Adjusted Gross Borrowing Base immediately after giving effect to such sale, transfer, other disposition or repurchase is at least 110% of the Covered Debt Amount; provided that, for the purposes of this clause (y) and in connection with the organization of any CLO Security, the Borrowing Base, the Adjusted Gross Borrowing Base and the Covered Debt Amount, as applicable, shall be tested as of the pricing date for such CLO Security;
(f)the Borrower may merge or consolidate with (or acquire all or substantially all of the assets of) any other Person so long as (i) the Borrower is the continuing or surviving entity in such transaction and (ii) immediately after giving effect thereto and any Concurrent Transaction, no Specified Default or Event of Default shall have occurred and be continuing; provided that, in no event shall the Borrower enter in any transaction of merger or consolidation or amalgamation, or effect any internal reorganization, if the surviving entity would be organized under any jurisdiction other than a jurisdiction of the United States;
(g)the Borrower and each of the Subsidiary Guarantors may sell, lease, transfer or otherwise dispose of equipment or other property or assets that do not consist of Portfolio Investments so long as the aggregate amount of all such sales, leases, transfers and dispositions does not exceed $10,000,000 in any fiscal year;
(h)the Obligors may dissolve or liquidate (i) any Immaterial Subsidiary or (ii) any other Subsidiary so long as, with respect to this clause (ii), (x) in connection with such dissolution or liquidation, any and all of the assets of such Subsidiary shall be distributed or otherwise transferred to an Obligor (or, if such Subsidiary is an Excluded Asset, to another Excluded Asset) and (y) such dissolution or liquidation is not materially adverse to the Lenders and the Borrower determines in good faith that such dissolution or liquidation is in the best interests of the Borrower; and
(i)the Obligors may transfer assets that such Obligor would otherwise be permitted to own to an Excluded Asset for the sole purpose of facilitating the transfer of assets
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from one (1) Excluded Asset (or a Subsidiary that was an Excluded Asset immediately prior to such disposition) to another Excluded Asset, directly or indirectly through such Obligor (such assets, the “Transferred Assets”); provided that (i) no Event of Default exists and is continuing at such time or would result from any such transfer to or by such Obligor, (ii) immediately after giving effect to such transfer and any Concurrent Transaction, the Covered Debt Amount shall not exceed the Borrowing Base at such time, (iii) the Transferred Assets are transferred to such Obligor by the transferor Excluded Asset on the same Business Day that such assets are transferred by such Obligor to the transferee Excluded Asset, and (iv) following such transfer such Obligor has no liability, actual or contingent, with respect to the Transferred Assets other than Standard Securitization Undertakings (for the avoidance of doubt, in determining for the purposes of this Agreement whether any Obligor has received Net Cash Proceeds in respect of any transaction involving a Transferred Asset, the transfer of such Transferred Asset to and from such Obligor shall be deemed to be a single transaction).
SECTION 6.04.Investments. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, acquire, make or enter into, or hold, any Investments except:
(a)(i) Cash and Cash Equivalents, (ii) operating deposit accounts and securities accounts with banks, (iii) in the form of Guarantees permitted under Section 6.01 and (iv) mergers, consolidations or other acquisitions permitted under Section 6.03;
(b)Investments by the Borrower and the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors;
(c)Hedging Agreements entered into in the ordinary course of any Obligor’s business for financial planning and not for speculative purposes;
(d)Investments (other than Investments in Hedging Agreements or Investments in Subsidiaries that are not Subsidiary Guarantors) by the Borrower and its Subsidiary Guarantors to the extent such Investments are permitted under the Investment Company Act (if applicable) and in compliance in all material respects with the Borrower’s Investment Policies (after giving effect to any Permitted Policy Amendments), in each case, as in effect as of the date such Investments are acquired; provided that (a) (I) if such Investment is not an Investment that (x) is included in the Collateral and (y) has been Delivered (as defined in the Guarantee and Security Agreement) (other than Investments (but excluding Cash or Cash Equivalents) exchanged for Investments made or received in connection with or as a result of a workout or restructuring) or (II) is an Investment in an Excluded Asset, then, immediately after giving effect to such Investment and any Concurrent Transaction, (i) the Covered Debt Amount shall not exceed the Borrowing Base then in effect and (ii) either (1) the amount of any excess availability under the Borrowing Base immediately prior to such Investment is not diminished as a result of such Investment or (2) the Adjusted Gross Borrowing Base immediately after giving effect to such Investment is at least 110% of the Covered Debt Amount; provided further that, in connection with a Specified Purchase, with respect to Investments for which the Borrower and/or any of its Subsidiaries has entered into a binding commitment or is otherwise required in connection with such Specified Purchase to acquire, make or enter into, or hold, such Investment, this clause (d) shall be tested on a pro forma basis as of the date of entry into the definitive agreement for such commitment, and (b) no Obligor shall be permitted to make an Investment in a Joint Venture Investment that is a Non-Performing Joint Venture Investment
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under this Section 6.04 unless, immediately after giving effect to such Investment and any Concurrent Transaction, the Covered Debt Amount does not exceed the Borrowing Base;
(e)Investments in any Subsidiary of the Borrower that is not a Subsidiary Guarantor so long as, immediately after giving effect to such Investment and any Concurrent Transaction, either (A) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to such Investment is not diminished as a result of such Investment or (B) the Adjusted Gross Borrowing Base immediately after giving effect to such Investment is at least 110% of the Covered Debt Amount;
(f)additional Investments, determined at the time any such Investment is made (or, if earlier, committed to be made), up to but not exceeding $35,000,000 in the aggregate at any one time outstanding;
(g)Investments in (or capital contribution to) Excluded Assets to the extent permitted by Section 6.03(e) or (i);
(h)Investments described on Schedule 3.12(b); and
(i)Investments in the form of Guarantees permitted pursuant to Section 6.01.
For purposes of clauses (e) and (f) of this Section, the aggregate amount of an Investment at any time shall be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair market value of property, loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment (calculated at the time such Investment is made) minus (B) the aggregate amount of, without duplication, the Return of Capital and dividends, distributions or other payments received in cash in respect of such Investment and the values (valued in accordance with Section 5.12(b)) of other Investments received in respect of such Investment; provided that in no event shall the aggregate amount of such Investment be deemed to be less than zero; the amount of an Investment shall not in any event be reduced by reason of any write-off of such Investment nor increased by any increase in the amount of earnings retained in the Person in which such Investment is made that have not been dividended, distributed or otherwise paid out.
SECTION 6.05.Restricted Payments. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that the Borrower may declare and pay:
(a)dividends with respect to the Capital Stock of the Borrower payable solely in additional shares of the Borrower’s stock, which may include a combination of cash and stock; provided that such cash dividend would otherwise be permitted pursuant to another clause of this Section;
(b)dividends and distributions in either case in cash or other property (excluding for this purpose the Borrower’s common stock) in or with respect to any taxable year (or any calendar year, as relevant) of the Borrower in amounts not to exceed 110% of the higher of (x) the net investment income of the Borrower for the applicable year determined in accordance with GAAP and as specified in the annual financial statements most recently delivered pursuant to Section 5.01(a) and (y) the amount that is estimated in good faith to allow
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the Borrower (i) to satisfy the minimum distribution requirements imposed by Section 852(a) of the Code (or any successor thereto) to maintain the Borrower’s eligibility to be taxed as a RIC for any such taxable year, (ii) to reduce to zero (0) for any such taxable year its liability for federal income taxes imposed on (A) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), and (B) its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) eliminate the Borrower’s liability for federal excise taxes imposed by Section 4982 of the Code (or any successor thereto) for any such calendar year;
(c)any settlement in respect of a conversion feature in any convertible security that may be issued by the Borrower to the extent made through the delivery of common stock (except in the case of interest (which may be payable in cash)); and
(d)other Restricted Payments so long as, immediately after giving effect thereto and to any Concurrent Transaction, (x) the Covered Debt Amount does not exceed 90% of the Adjusted Gross Borrowing Base, (y) the Covered Debt Amount does not exceed the Borrowing Base then in effect and (z) no Specified Default or Event of Default shall have occurred and be continuing.
(e)Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary Guarantor of the Borrower to the Borrower or to any other Subsidiary Guarantor.
SECTION 6.06.Certain Restrictions on Significant Subsidiaries. The Borrower will not permit any of its Significant Subsidiaries (other than any Excluded Asset with respect to its assets) to enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or other disposition of property (except for restrictions imposed by the underlying governing agreements of an entity the equity interests of which constitute a Lien Restricted Investment, and applicable only to such asset held by an entity the equity interests of which constitute a Lien Restricted Investment); provided, that the foregoing shall not apply to (i) indentures, agreements, instruments or other arrangements pertaining to other Indebtedness permitted hereby (provided that such restrictions would not adversely affect the exercise of rights or remedies of the Administrative Agent or the Lenders hereunder or under the Security Documents or restrict any Significant Subsidiary in any manner from performing its obligations under the Loan Documents) and (ii) indentures, agreements, instruments or other arrangements pertaining to any lease, sale or other disposition of any asset permitted by this Agreement or any Lien permitted by this Agreement on such asset so long as the applicable restrictions only apply to the assets subject to such lease, sale, other disposition or Lien.
SECTION 6.07.Certain Financial Covenants.
(a)Minimum Shareholders’ Equity. The Borrower will not permit Shareholders’ Equity at the last day of any fiscal quarter of the Borrower to be less than $1,019,500,000 plus 25% of the net cash proceeds from the sale of Equity Interests by the Borrower after the Restatement Effective Date, other than proceeds of sales of any distribution or dividend reinvestment plan.
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(b)[Reserved].
(c)Borrower Asset Coverage Ratio. The Borrower will not permit the Borrower Asset Coverage Ratio at the last day of any fiscal quarter of the Borrower to be less than 2.00 to 1.
(d)Consolidated Asset Coverage Ratio. The Borrower will not permit the Consolidated Asset Coverage Ratio at the last day of any fiscal quarter of the Borrower to be less than 1.50 to 1.
SECTION 6.08.Transactions with Affiliates. The Borrower will not, and will not permit any other Obligors to enter into any transactions with any of its Affiliates, even if otherwise permitted under this Agreement, except
(a)transactions at prices and on terms and conditions, taken as a whole, not materially less favorable to the Borrower or such other Obligor, as applicable, other than in good faith is believed could be obtained on an arm’s-length basis from unrelated third parties,
(b)transactions between or among the Borrower and any other Obligor not involving any other Affiliate,
(c)transactions among the Borrower and/or its Subsidiaries pursuant to Section 6.03, Investments permitted by Section 6.04 and Restricted Payments permitted by Section 6.05,
(d)the Affiliate Agreements and the transactions provided in the Affiliate Agreements (as amended, supplemented, restated or otherwise modified so long as such amendment, supplement, restatement or other modification is not materially adverse to the Lenders),
(e)transactions described or referenced on Schedule 6.08 (as amended, supplemented, restated or otherwise modified by notice from the Borrower to the Administrative Agent so long as (x) in the aggregate, payments by the Borrower and its Subsidiaries are not materially increased, or (y) such amendment, supplement, restatement or other modification is not materially adverse to the Lenders),
(f)any Investment that results in the creation of an Affiliate,
(g)transactions with one (1) or more Affiliates as permitted by any SEC exemptive order (as may be amended from time to time), exemptive rule or no action relief or as otherwise permitted by applicable law, rule or regulation and SEC staff interpretations thereof,
(h)transactions between or among the Obligors and any Excluded Asset or any “downstream affiliate” (as such term is used under the rules promulgated under the Investment Company Act) company of an Obligor (i) at prices and on terms and conditions, taken as a whole, not materially less favorable to the Obligors than in good faith is believed could be obtained at the time on an arm’s-length basis from unrelated third parties, or (ii) arising from, in connection with or related to Standard Securitization Undertakings,
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(i)the payment of compensation and reimbursement of expenses and indemnification to officers and directors in the ordinary course of business,
(j)transactions approved by a majority of the independent members of the board of directors of the Borrower,
(k)any co-investment transaction to the extent not in violation of applicable law, or
(l)transactions with Morgan Stanley or its Affiliates in accordance with clause (a) above whereby Morgan Stanley or its Affiliates may act as a placement agent or an underwriter in any securities offering of the Borrower or its Affiliates.
SECTION 6.09.Lines of Business. The Borrower will not, nor will it permit any other Obligors to, engage to any material extent in any business other than in accordance with its Investment Policies (after giving effect to any Permitted Policy Amendments). The Borrower will not, nor will it permit any other Obligors to, amend or modify the Investment Policies (other than a Permitted Policy Amendment).
SECTION 6.10.No Further Negative Pledge. The Borrower will not, and will not permit any of the Subsidiary Guarantors to, enter into any agreement, instrument, deed or lease which prohibits or limits in any material respect the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following:
(a)this Agreement, the other Loan Documents and documents with respect to Indebtedness permitted under Section 6.01(b) or (i);
(b)documents creating Liens permitted by Section 6.02 (including with respect to the Designated Indebtedness Obligations or Designated Indebtedness Holders under (and, in each case, as defined in) the Security Documents) prohibiting further Liens on the assets encumbered thereby;
(c)any such agreement that imposes restrictions on investments or other interests in Financing Subsidiaries (but no other assets of any Obligor);
(d)any such agreement that imposes restrictions on Liens in Joint Venture Investments (solely to the extent such restrictions relate to Joint Venture Investments);
(e)customary restrictions contained in leases not subject to a waiver;
(f)for the avoidance of doubt, any such document, agreement or instrument that imposes customary restrictions on any Equity Interest;
(g)any other document that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the “Secured Obligations” under and as defined in the Guarantee and Security Agreement and does not require (other than pursuant to a grant of a Lien under the Loan Documents) the direct or
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indirect granting of any Lien securing any Indebtedness or other obligation (other than such “Secured Obligations”) by virtue of the granting of Liens on or pledge of property of any Obligor to secure the Loans or any Hedging Agreement;
(h)the underlying governing agreements of any minority equity interest that impose such restrictions only on such equity interest;
(i)any agreement that imposes such restrictions only on Equity Interests in Excluded Assets; and
(j)any agreement with a financier to an Excluded Asset that imposes such restrictions only on ownership and economic interests in such Excluded Asset.
SECTION 6.11.Modifications of Longer-Term Indebtedness Documents and Affiliate Agreements. The Borrower will not, and will not permit any other Obligor to, consent to any modification, supplement or waiver of:
(a)any of the provisions of any agreement, instrument or other document evidencing or relating to any Secured Longer-Term Indebtedness, Special Permitted Indebtedness or Unsecured Longer-Term Indebtedness that would result in such Indebtedness not meeting the requirements of the definition of “Secured Longer-Term Indebtedness”, “Special Permitted Indebtedness” and “Unsecured Longer-Term Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Secured Longer-Term Indebtedness, Special Permitted Indebtedness or Unsecured Longer-Term Indebtedness, as applicable, would otherwise be permitted under Section 6.01; or
(b)any of the Affiliate Agreements, unless such modification, supplement or waiver is not materially less favorable to the Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders) or permitted pursuant to Section 6.08.
Without limiting the foregoing, the Borrower may, at any time and from time to time, without the consent of the Administrative Agent or any Lender, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).
SECTION 6.12.Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Permitted Indebtedness or any other Indebtedness not included in the Covered Debt Amount (other than the refinancing of such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Permitted Indebtedness or such other Indebtedness with Indebtedness
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permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary)), except for:
(a)regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, (y) any cash payment on account of interest or expenses or fractional shares on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any Subsidiary Guarantor in respect of such triggering and/or settlement thereof, and (z) any customary mandatory prepayment provisions required by the terms thereof shall be permitted under this clause (a));
(b)other payments and prepayments, so long as immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, if such payment or prepayment were deemed a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment or prepayment, as applicable, would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c)voluntary payments, prepayments or redemptions of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as both before and after giving effect to such voluntary payment, prepayment or redemption and any Concurrent Transaction, (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07(c) and (d) and (ii) no Specified Default or Event of Default has occurred and is continuing;
(d)mandatory payments, required prepayments or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness or Special Permitted Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as immediately after giving effect to such payment, prepayment or redemption and any Concurrent Transaction, (i) no Specified Default or Event of Default has occurred and is continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base then in effect and (iii) the Covered Debt Amount does not exceed 90% of the Adjusted Gross Borrowing Base;
(e)[Reserved];
(f)payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Permitted Indebtedness or any other Indebtedness not included in the Covered Debt Amount solely from the proceeds of any issuance of Equity Interests in excess of the amount, if any, that is required to be used for required amortization under this Agreement after the Commitment Termination Date pursuant to Section 2.10(d)(ii); and
(g) payments and prepayments thereof required to comply with requirements of Section 2.10(c).
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Notwithstanding anything herein to the contrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory prepayment or redemption, conversion or otherwise) any such Indebtedness pursuant to the foregoing clauses (a) or (c) if, immediately after giving effect thereto, the Covered Debt Amount would exceed the Borrowing Base.
SECTION 6.13.SBIC Guarantee. The Borrower will not, nor will it permit any of its Subsidiaries to, cause or permit the occurrence of any event or condition that would result in any recourse to any Obligor under any Permitted SBIC Guarantee.
SECTION 6.14.Sanctions and Anti-Corruption Laws. No Obligor will directly or indirectly, use the proceeds of any extension of credit under this Agreement (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions by any Person.
SECTION 6.15.Outbound Investment Rules. The Borrower will not, and will not permit any of its Subsidiaries to, (a) be or become a “covered foreign person”, as that term is defined in the Outbound Investment Rules, or (b) engage, directly or indirectly, in (i) a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (ii) any activity or  transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if the Borrower were a U.S. Person or (iii) any other activity that would cause the Administrative Agent or the Lenders to be in violation of the Outbound Investment Rules or cause the Administrative Agent or the Lenders to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.

ARTICLE VII

EVENTS OF DEFAULT
Until the Commitments have expired or been terminated and the principal of and accrued interest on each Loan and all fees payable hereunder (other than Unasserted Contingent Obligations) shall have been paid in full and all Letters of Credit shall have expired, been terminated, been Cash Collateralized or been backstopped and all LC Disbursements then outstanding shall have been reimbursed, if any of the following events (each, an “Event of Default”) shall occur and be continuing:
(a)the Borrower shall (i) fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise (including, for the avoidance of doubt, any failure to pay all principal on the Loans of any Lender in full on such Lender’s Final Maturity Date) or (ii) fail to deposit any amount into the Letter of Credit Collateral Account as required by Section 2.09(a) on the Extended Commitment Termination Date or as required by Section 2.20(b) on the date so required;
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(b)the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or under any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five or more Business Days;
(c)any covenant, representation, warranty or certification made or deemed made by or on behalf of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished by or on behalf of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made in any material respect and such failure shall continue unremedied for a period of thirty (30) or more days after the earlier of the Borrower obtaining actual knowledge thereof or receiving notice thereof from the Administrative Agent (given at the request of any Lender);
(d)the Borrower shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.03 (with respect to the Borrower’s existence), Sections 5.08(a) and (b), or in Article VI or any Obligor shall default in the performance of any of its obligations contained in Sections 7 of the Guarantee and Security Agreement (other than Section 7.01 thereof) or (ii) Sections 5.01(e), (f) and (g) or Section 5.02 and such failure in the case of this clause (ii) shall continue unremedied for a period of five or more Business Days after the earlier of the Borrower obtaining actual knowledge of such failure and that it has resulted in a Default hereunder or receiving notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower; it being acknowledged and agreed that a failure of an Obligor to “Deliver” (as defined in the Guarantee and Security Agreement) any particular Investment to the extent required by Section 7.01 of the Guarantee and Security Agreement shall result in such Investment not being included in the Borrowing Base but shall not (in and of itself) be, or result in, a Default or an Event of Default;
(e)a Borrowing Base Deficiency shall occur and continue unremedied for a period of five or more Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency pursuant to Section 5.01(e); provided that it shall not be an Event of Default hereunder if the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within 30 Business Days (which 30-Business Day period shall include the five Business Days permitted for delivery of such plan), so long as such Borrowing Base Deficiency is cured within such 30-Business Day period;
(f)the Borrower or any other Obligor, as applicable, shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b), (d), (e) or (r) of this Article) or any other Loan Document and such failure (if susceptible of cure) shall continue unremedied for a period of 30 or more days after the earlier of the Borrower obtaining actual knowledge of such failure and that it has resulted in a Default hereunder or receiving notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower;
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(g)the Borrower or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, taking into account any applicable grace or cure period;
(h)any event or condition occurs that (i) results in any Material Indebtedness becoming due prior to its scheduled maturity or (ii) shall continue unremedied for any applicable period of time sufficient to enable or permit the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to, as a result of an event of default under such Material Indebtedness, cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (for the avoidance of doubt, other than as permitted under Section 6.12 and that is not a result of a breach, default or other violation or failure in respect of such Material Indebtedness by the Borrower or any of its Subsidiaries after giving effect to any applicable grace or cure period), unless, in the case of this clause (ii), such event or condition is no longer continuing or has been waived in accordance with the terms of such Material Indebtedness such that the holder or holders thereof or any trustee or agent on its or their behalf are no longer enabled or permitted to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption, or defeasance thereof, prior to its scheduled maturity; provided, that this clause (h) shall not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (2) convertible debt that becomes due as a result of a conversion or redemption event, other than as a result of an “event of default” (as defined in the documents governing such convertible Material Indebtedness), (3) for the avoidance of doubt, Other Covered Indebtedness to the extent of required prepayment, repurchase, redemption, or defeasance effected pursuant to Section 2.10(c), (4) any Indebtedness of a Financing Subsidiary that becomes due in part as a result of a breach of an overcollateralization test or borrowing base deficiency, or a customary “change of control” put right in any indenture or (5) in the case of clause (h)(ii), any Indebtedness of a Financing Subsidiary to the extent the event or condition giving rise to the circumstances in clause (h)(ii) was not a payment or insolvency default.
(i)an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed and unstayed for a period of 60 or more days or an order or decree approving or ordering any of the foregoing shall be entered;
(j)the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Subsidiaries
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(other than Immaterial Subsidiaries) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action to authorize or effectuate any of the foregoing;
(k)the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;
(l)one or more judgments for the payment of money (not covered by insurance) in an aggregate amount in excess of $50,000,000 shall be rendered against the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) or any combination thereof and (i)  the same shall remain undischarged for a period of sixty (60) consecutive days following the entry of such judgment during which sixty (60) day period such judgment shall not have been vacated, stayed, discharged or bonded pending appeal, or (ii) any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) to enforce any such judgment;
(m)an ERISA Event shall have occurred that when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;
(n)a Change in Control shall occur;
(o)[reserved];
(p)the Liens created by the Security Documents shall, at any time with respect to Portfolio Investments included in the Collateral Pool, having an aggregate Value in excess of 5% of the aggregate Value of all Portfolio Investments included in the Collateral Pool, not be valid and perfected (to the extent perfection by filing, registration, recordation, possession or control is required herein or in any Security Document) in favor of the Collateral Agent, free and clear of all other Liens (other than Liens permitted under Section 6.02 or under the respective Security Documents) except to the extent that any such loss of perfection results from the failure of the Collateral Agent to maintain possession of the certificates representing the securities pledged under the Loan Documents; provided, that if such default is as a result of any action of the Administrative Agent or the Collateral Agent or a failure of the Administrative Agent or the Collateral Agent to take any action that it has agreed to take pursuant to this Agreement or the Guarantee and Security Agreement or is within its control, then there shall be no Default or Event of Default hereunder unless such default shall continue unremedied for a period of ten (10) consecutive Business Days after the Borrower receives written notice of such default thereof from the Administrative Agent unless the continuance thereof is a result of a failure of the Administrative Agent or the Collateral Agent to take an action that it has agreed to take pursuant to this Agreement or the Guarantee and Security Agreement or is within its control;
(q)except for expiration or termination in accordance with its terms, any of the Loan Documents shall for whatever reason be terminated or cease to be in full force and effect in any material respect, or the enforceability thereof shall be contested by the Borrower or any other Obligor; or
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(r)the Obligors shall at any time, without the consent of the Required Lenders, fail to comply with the covenant contained in Section 5.11, and such failure shall continue unremedied for a period of thirty (30) or more days after the earlier of notice thereof by the Administrative Agent (given at the request of any Lender) to the Borrower or knowledge thereof by a Financial Officer;
then, and in every such event (other than an event with respect to the Borrower described in clause (i) or (j) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (i) or (j) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.
In the event that the Loans shall be declared, or shall become, due and payable pursuant to the immediately preceding paragraph then, upon notice from the Administrative Agent or Lenders with LC Exposure representing more than 50% of the total LC Exposure demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall promptly, but in any event within three (3) Business Days of receipt of notice, deposit into the Letter of Credit Collateral Account cash in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (i) or (j) of this Article.
ARTICLE VIII
THE ADMINISTRATIVE AGENT
SECTION 8.01.Appointment of the Administrative Agent. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Collateral Agent as its agent hereunder and under the other Loan Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as
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are reasonably incidental thereto. The Collateral Agent shall be a third-party beneficiary of this Section 8.01 and shall have all of the rights, benefits and privileges of a third-party beneficiary, including an independent right of action to enforce such rights, benefits and privileges directly, without the consent or joinder of any other Person.
SECTION 8.02.Capacity as Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.
SECTION 8.03.Limitation of Duties; Exculpation. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
SECTION 8.04.Reliance. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts
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selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
SECTION 8.05.Sub-Agents. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
SECTION 8.06.Resignation; Successor Administrative Agent. The Administrative Agent may resign by providing not less than thirty (30) days advance written notice to the Lenders, the Issuing Banks and the Borrower. Upon any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld (or, if an Event of Default has occurred and is continuing in consultation with the Borrower), to appoint a successor, which is not a natural person, a Defaulting Lender or a Person listed in the Prohibited Assignees and Participants Side Letter. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective at the end of such thirty (30) days period (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.
Any resignation by Truist as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Bank and a Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall
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succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.
SECTION 8.07.Reliance by Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. The Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and the Administrative Agent shall have no responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.
Each Lender, by delivering its signature page to this Agreement or any Assignment and Assumption and funding any Loan shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by the Administrative Agent, Required Lenders or Lenders.
SECTION 8.08.Modifications to Loan Documents. Except as otherwise provided in Section 2.13(b) or Section 9.02(b) or (c) of this Agreement or the Security Documents with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents.
SECTION 8.09.Erroneous Payments.
(a)If the Administrative Agent notifies a Lender, an Issuing Bank or an Indemnitee, or any Person who has received funds on behalf of a Lender, an Issuing Bank or an Indemnitee (any such Lender, Issuing Bank, Indemnitee or other recipient, a “Payment Recipient”), that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under the immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Bank, Indemnitee or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and
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shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank or Indemnitee shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days 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 (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 in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.
(b)Without limiting the immediately preceding clause (a), each Lender, Issuing Bank or Indemnitee, or any Person who has received funds on behalf of a Lender, Issuing Bank or Indemnitee, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) 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), or (z) that such Lender, Issuing Bank or Indemnitee, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:
(i)(A) in the case of the immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
(ii)such Lender, Issuing Bank or Indemnitee shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 8.09(b).
(c)Each Lender, Issuing Bank and Indemnitee hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuing Bank or Indemnitee under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, Issuing Bank or Indemnitee from any source, against any amount due to the Administrative Agent under the immediately preceding clause (a) or under the indemnification provisions of this Agreement.
(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
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Administrative Agent in accordance with the immediately preceding clause (a), from any Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Bank at any time, (i) such Lender or Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank shall deliver any notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Bank and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or Issuing Bank (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuing Bank or Indemnitee under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).
(e)The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Revolving Credit Exposure or other obligations owed by the Borrower or any other Obligor; provided that this Section 8.09 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Secured Obligations of the Borrower relative to the amount (and/or timing for payment) of the Secured Obligations that would have been payable had such Erroneous Payment
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not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, Section 8.09(d) and this Section 8.09(e) shall not apply, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent, the applicable Lender, the Issuing Bank or the Indemnitee from the Borrower or any other Obligor or amounts on deposit in any deposit account or securities account of any Obligor for the purpose of making payment in respect of the Credit Exposure.
(f)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, 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 Payment received, including without limitation any defense based on “discharge for value” or any similar doctrine.
Each party’s obligations, agreements and waivers under this Section 8.09 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (as defined in the Guarantee and Security Agreement) or any portion thereof (other than Unasserted Contingent Obligations) under any Loan Document.
ARTICLE IX

MISCELLANEOUS
SECTION 9.01.Notices; Electronic Communications.
(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or to the extent permitted herein, by email, as follows:
(i)if to the Borrower, to it at:
Morgan Stanley Direct Lending Fund
1585 Broadway
New York, NY 10036
Attention: David Pessah
E-mail: David.Pessah@morganstanley.com

With a copy to, which shall not constitute notice:

Dechert LLP
1095 Avenue of the Americas,
New York, NY 10036
Attention of Jay R. Alicandri, Esq.
Telecopy Number: (212) 698-3800
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E-mail: jay.alicandri@dechert.com

(ii)if to the Administrative Agent or Truist, in its capacity as a Swingline Lender, to it at:
Truist Bank
3333 Peachtree Road, 7th Floor
Atlanta, Georgia 30326
Attention: Hays Wood
Telecopy Number: (404) 836-5879
Email: Hays.Wood@truist.com

with a copy to:

Truist Bank
Agency Services
303 Peachtree Street, N. E./ 25th Floor
Atlanta, Georgia 30308
Attention: Wanda Gregory
Telecopy Number: (404) 658-4906
Email: Agency.services@truist.com

(iii)if to Truist, in its capacity as Issuing Bank, to it at:
Truist Bank
303 Peachtree Street, N. E./ 25th Floor
Atlanta, Georgia 30308
Attention: Wanda Gregory
Telecopy Number: (404) 658-4906
Email: Agency.services@truist.com

(iv)if to any other Lender, to it at its address (or telecopy number or e-mail address) set forth in its Administrative Questionnaire.
Any party hereto may change its address, telecopy number or email address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).
(b)Electronic Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or any Issuing Bank pursuant to Section 2.06 if such Lender or such Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in
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its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
(i)Notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient; and
(ii)notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
Each party hereto understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of Administrative Agent, any Lender or their respective Related Parties, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Platform and any electronic communications media approved by the Administrative Agent as provided herein are provided “as is” and “as available”. None of the Administrative Agent or its Related Parties warrant the accuracy, adequacy, or completeness of such media or the Platform and each expressly disclaims liability for errors or omissions in the Platform and such media. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Administrative Agent and any of its Related Parties in connection with the Platform or the electronic communications media approved by the Administrative Agent as provided for herein.
(c)Private Side Information Contacts. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “Public Side Information” portion of the Platform and that may contain Non-Public Information with respect to the Borrower, its Subsidiaries or their Securities for purposes of United States federal or state securities laws. In the event that any Public Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such Public Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) neither Borrower nor Administrative Agent has any responsibility for such Public Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.
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(d)Documents to be Delivered under Sections 5.01. For so long as an Intralinks™ or equivalent website is available to each of the Lenders hereunder, the Borrower may satisfy its obligation to deliver documents to the Administrative Agent or the Lenders under Sections 5.01 by delivering either an electronic copy or a notice identifying the website where such information is located for posting by the Administrative Agent on Intralinks™ or such equivalent website; provided that the Administrative Agent shall have no responsibility to maintain access to Intralinks™ or an equivalent website.
SECTION 9.02.Waivers; Amendments.
(a)No Deemed Waivers Remedies Cumulative. No failure or delay by the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender in exercising any right or power hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan, Swingline Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Swingline Lender, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.
(b)Amendments to this Agreement. Except as provided in Section 2.13, Section 2.19 and the definition of “Modification Offer”, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall:
(i)increase the Commitment of any Lender without the written consent of such Lender,
(ii)reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than with respect to the election of or the failure to elect the default rate in accordance with Section 2.12(d) or as specifically contemplated herein), or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby,
(iii)postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby,
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(iv)change Section 2.17(b), (c) or (d) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby,
(v)change any of the provisions of this Section or the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly and adversely affected thereby, or
(vi)contractually subordinate the payment priority of the Credit Agreement Obligations (as defined in the Guarantee and Security Agreement) or contractually subordinate the Liens granted to the Collateral Agent (for the benefit of the Secured Parties) in the Collateral to the Liens securing any other Indebtedness, without the written consent of each Lender, in each case, except in connection with a transaction permitted by Sections 6.01 and 6.02 as in effect on the Restatement Effective Date;
provided further that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Banks or the Swingline Lenders hereunder without the prior written consent of the Administrative Agent, the Issuing Banks or the Swingline Lenders, as the case may be, and (y) the consent of Lenders (other than Defaulting Lenders) holding not less than two-thirds of the Revolving Credit Exposure and unused Commitments (other than of Defaulting Lenders) will be required (A) for any adverse change (from the Lenders’ perspective) affecting the provisions of this Agreement relating to the determination of the Borrowing Base (excluding changes to the provisions of Section 5.12(b)(ii)(E) and (F), but including changes to the provisions of Sections 5.12(b)(i), (ii)(A), (ii)(B), (ii)(C) and (ii)(D) and the definitions set forth in Section 5.13), and (B) for any release of any material portion of the Collateral other than for fair value or as otherwise not prohibited hereunder or under the other Loan Documents.
In addition, whenever a waiver, amendment or modification requires the consent of a Lender “affected” thereby, such waiver, amendment, or modification shall, upon consent of such Lender, become effective as to such Lender whether or not it becomes effective as to any other Lender, so long as the Required Lenders consent to such waiver, amendment, or modification as provided above.
Anything in this Agreement to the contrary notwithstanding, no waiver or modification of any provision of this Agreement or any other Loan Document that could reasonably be expected to adversely affect the Lenders of any Class in a manner that does not affect all Classes equally shall be effective against the Lenders of such Class unless the Required Lenders of such Class shall have concurred with such waiver or modification as provided above; provided, however, for the avoidance of doubt, in no other circumstances shall the concurrence of the Required Lenders of a particular Class be required for any waiver, amendment or modification of any provision of this Agreement or any other Loan Document. Anything in this Agreement to the contrary notwithstanding, this Agreement may be amended by the Borrower with the consent of the Administrative Agent and any Non-Extending Lender (but without the consent of the Required Lenders) for the sole purpose of extending the Commitments of such Non-Extending Lender so that such Non-Extending Lender becomes an Extending Lender
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hereunder. Any Non-Extending Lender that has had all of its obligations under this Agreement and each other Loan Document (other than Unasserted Contingent Obligations) paid in full shall cease to be a Lender under the Loan Documents following the earlier to occur of (i) such Non-Extending Lender’s Non-Extended Commitment Termination Date or (ii) the termination of such Non-Extending Lender’s Commitment in its entirety pursuant to Section 2.08(f), except with respect to any provision applicable to such Non-Extending Lender that expressly survives the termination of a Loan Document.
(c)Amendments to Security Documents. Except to the extent otherwise expressly set forth in the Guarantee and Security Agreement or the other Loan Documents, no Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens thereof be spread to secure any additional obligations (including any increase in Loans hereunder, but excluding (x) the spreading of such Liens in connection with any such increase pursuant to a Commitment Increase under Section 2.08(e), (y) the spreading of such Liens in connection with any Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness) or (z) the spreading of such Liens to any Designated Indebtedness Obligations or Hedging Agreement Obligations (as defined in the Guarantee and Security Agreement) as provided for in the Guarantee and Security Agreement), except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required Lenders, except that no such consent shall be required, and the Administrative Agent and the Lenders hereby agree that the Collateral Agent is hereby authorized, to (1) release any Lien covering property (and to release any such guarantor) that is the subject of either (A) a Disposition of property (x) not prohibited hereunder (including, without limitation, any property subject to a participation) and (y) to the extent such Disposition of property is to any Affiliate or Subsidiary of an Obligor that is not a Subsidiary Guarantor, as to which the Borrower has delivered a certificate of a Financial Officer to the Administrative Agent and the Collateral Agent certifying as to the satisfaction of any conditions applicable to such disposition under the terms of this Agreement or (B) a disposition to which the Required Lenders or the required number or percentage of Lenders have consented and (2)  release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) (x) to the extent such Subsidiary Guarantor is the subject of a disposition not prohibited hereunder and the Borrower has delivered a certificate of a Financial Officer to the Administrative Agent and the Collateral Agent certifying as to the satisfaction of any conditions applicable to such disposition under the terms hereof or (y) to the extent such Subsidiary Guarantor is designated as a “Financing Subsidiary” or becomes an Excluded Asset or an Immaterial Subsidiary in accordance with this Agreement or is otherwise no longer required to be a “Subsidiary Guarantor” (including, without limitation, because it ceases to be consolidated on the Borrower’s financial statements), so long as immediately after giving effect to any such release under this clause (2) and any Concurrent Transactions, (A) the Covered Debt Amount does not exceed the Borrowing Base, (B)  no Event of Default has occurred and is continuing, (C) solely to the extent that a Disposition of all of the property of such Subsidiary Guarantor to any Affiliate or Subsidiary that is not a Subsidiary Guarantor would be subject to additional conditions pursuant to Section 6.04, such conditions have been satisfied and (D) the Borrower delivers a certificate of a Financial Officer to the Administrative Agent and the Collateral Agent certifying as to the satisfaction of the conditions set forth in the foregoing clauses (A) through (C), (3) release any Lien covering property that is the subject of a pledge in the event that (x) such pledge is permitted by Section 6.02(d), 6.02(g) or 6.02(j) (including, without limitation, any property subject to a repurchase transaction) and (y) the Borrower has delivered a certificate of a
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Financial Officer to the Administrative Agent and the Collateral Agent certifying that any conditions set forth therein have been satisfied and (4) release any Lien covering the Equity Interests of any Obligor in any Financing Subsidiary in the event that (x) such Financing Subsidiary enters into any agreement or set of related agreements pursuant to which such Financing Subsidiary incurs Indebtedness that is not prohibited under the Loan Documents and any such agreement prohibits an Obligor from pledging its Equity Interests in such Financing Subsidiary to any Person and (y) the Borrower delivers notice to the Administrative Agent and the Collateral Agent of the occurrence of such event described in the foregoing clause (x), in each case of the foregoing clauses (1), (2), (3) and (4), (A) if no Designated Indebtedness is outstanding as of such time, automatically and with no further action from any other party and (B) otherwise, subject to any applicable requirements under Section 10.03 of the Guarantee and Security Agreement. Promptly following any release referenced in subclauses (1), (2), (3) and (4) above, so long as no Designated Indebtedness is outstanding as of such time, the Administrative Agent and the Lenders acknowledge and agree that the Collateral Agent is authorized to, on behalf of the Administrative Agent, the Collateral Agent and the Lenders, deliver to the Borrower such termination statements and releases and other documents necessary or appropriate to evidence the release of such property and/or Subsidiary Guarantor from this Agreement, the Loan Documents and each of the documents securing the obligations of the Borrower hereunder as the Borrower may reasonably request, all at the sole cost and expense of the Borrower. Notwithstanding anything herein or in any other Loan Document to the contrary, except for any such release or termination in connection with the Termination Date, without the written consent of each Lender and each Issuing Bank, the Collateral Agent shall not (i) release all or substantially all of the Obligors from their respective obligations under the Security Documents, (ii) amend or waive Section 8.06 of the Guarantee and Security Agreement and release all or substantially all of the collateral security, (iii) otherwise terminate all or substantially all of the Liens under the Security Documents or (iv) alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder, including any Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness) with respect to all or substantially all of the collateral security provided thereby.
(d)Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of one or more Lenders (each a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, discharge or termination is not obtained, then (so long as no Event of Default has occurred and is continuing) the Borrower shall have the right, at its sole cost and expense, to replace each such Non-Consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.
(e)Technical Error or Omission. If the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature in any of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision without any further action or consent of any other party if the same is not objected to in writing by the Required Lenders to the Administrative Agent within 5 Business Days following receipt of notice thereof.
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SECTION 9.03.Expenses; Indemnity; Damage Waiver.
(a)Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel for the Administrative Agent, the Collateral Agent and their Affiliates (but only one counsel for all such Persons together), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank, any Swingline Lender or any Lender (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one (1) outside legal counsel for the Administrative Agent, each Issuing Bank, each Swingline Lender and each Lender, taken as a whole, as well as one (1) local counsel per appropriate jurisdiction, if reasonably necessary, in the case of an actual or perceived conflict of interest or separate defenses available to indemnified parties that are different from those available to other indemnified parties, one (1) additional counsel per group of affected parties) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable and documented out-of-pocket costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein.
(b)Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Joint Lead Arrangers, each Issuing Bank, each Swingline Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.16) (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one (1) outside legal counsel for all Indemnities taken as a whole, as well as one (1) local counsel per appropriate jurisdiction, if reasonably necessary, plus, in the case of an actual or perceived conflict of interest or separate defenses available to indemnified parties that are different from those available to other indemnified parties, one (1) additional counsel per group of affected parties (collectively, “Losses”) in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity, whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and laws, statutes, rules or regulations relating to environmental,
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occupational safety and health or land use matters), on common law or equitable cause or on contract or otherwise and related expenses or disbursements of any kind, including the fees, charges and disbursements of outside counsel for any such affected Indemnitee for the Indemnitees collectively as specified above, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan, Swingline Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available to the extent that such Losses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the fraud, willful misconduct or gross negligence of such Indemnitee or its Related Parties or (ii) a breach in bad faith of such Indemnitee’s obligations under this Agreement or the other Loan Documents, if the Borrower or other Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (B) result from the settlement of any such claim, investigation, litigation, or other proceedings described in clause (iii) above unless the Borrower has consented to such settlement (which consent shall not be unreasonably withheld or delayed) (provided that nothing in this clause (B) shall restrict the right of any person to settle any claim for which it has waived its right of indemnity by the Borrower), or (C) result from disputes solely among Indemnitees and not involving any act or omission of an Obligor or any Affiliate thereof (other than any dispute against the Administrative Agent in its capacity as such). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages. Paragraph (b) of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive Losses (as opposed to direct or actual damages (which may include special, indirect, consequential or punitive damages asserted against any such party hereto by a third party)) arising out of, in connection with, or as a result of this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of proceeds thereof, asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection with respect to Losses not expressly described in the foregoing limitation.

(c)Reimbursement by Lenders. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Swingline Lender under paragraph (a) or (b) of this Section or any fees, costs and expenses of the Approved Third-Party Appraiser incurred pursuant to Section 5.12(b)(ii)(F) hereof in excess of the annual cap described therein (provided that prior to incurring expenses in excess of the annual cap described therein at any time no Event of Default shall exist, the Administrative
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Agent shall have afforded the Lenders an opportunity to consult with the Administrative Agent regarding such expenses), each Lender severally agrees to pay to the Administrative Agent, the applicable Issuing Bank or the applicable Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed Loss was incurred by or asserted against the Administrative Agent, the applicable Issuing Bank or the applicable Swingline Lender in its capacity as such.
(d)Waiver of Consequential Damages, Etc. To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party (or any Related Party to such party), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations under Section 9.03 to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which any Indemnitee is entitled to indemnification thereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent caused by the willful misconduct or gross negligence of such Indemnitee or its Related Parties, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
(e)Payments. All amounts due under this Section shall be payable promptly after written demand therefor.
SECTION 9.04.Successors and Assigns.
(a)Assignments Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section (and any attempted assignment or transfer by any Lender which is not in accordance with this Section shall be treated as provided in the second sentence of Section 9.04(b)(iii)). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)Assignments by Lenders.
(i)Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural
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persons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person), any Defaulting Lender or Persons listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A)the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, or, if an Event of Default has occurred and is continuing under clause (a), (b), (i), (j), or (k) or Article VII, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and
(B)the Administrative Agent, each Swingline Lender and each Issuing Bank: provided that no consent of the Administrative Agent, the Swingline Lenders or the Issuing Banks shall be required for an assignment by a Lender to an Affiliate of such Lender.
(ii)Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A)except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent;
(B)each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D)the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.16; and
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(E)any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
(iii)Effectiveness of Assignments. Subject to acceptance and recording thereof pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f) of this Section (but only to the extent such assignment or other transfer otherwise complies with the provisions of such paragraph). Notwithstanding anything to the contrary herein, in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions set forth in Section 9.04(b)(ii) or otherwise, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrower and Administrative Agent, the Applicable Percentage of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent, each Issuing Bank, each Swingline Lender and each Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Applicable Percentage of all Loans and participations in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(iv)Notwithstanding anything to the contrary set forth herein or in any other Loan Document, each Lender hereunder must at all times be a “qualified purchaser” as that term is defined in and under the Investment Company Act (a “Qualified Purchaser”). Each Lender (x) represents and warrants to the Borrower, as of the later of the date such Person became a Lender party hereto and the Original Effective Date, and (y) covenants, from such date to the date such Person ceases being a Lender party hereto, that it is and will remain a Qualified Purchaser.
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(c)Maintenance of Registers by Administrative Agent. The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in New York City a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Registers” and each individually, a “Register”). The entries in the Registers shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Registers pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Registers shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d)Acceptance of Assignments by Administrative Agent. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
(e)Special Purposes Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) owned or administered by such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make; provided that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall, subject to the terms of this Agreement, make such Loan pursuant to the terms hereof, (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and (iv) no SPC shall be entitled to the benefits of Sections 2.14 (or any other increased costs protection provision), 2.15 or 2.16. Each SPC shall be conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrower, and each of the Administrative Agent, the Lenders and the Obligors shall be entitled to rely upon and deal solely with the Granting Lender with respect to Loans made by or through its SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender.
Each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement; provided that the Granting Lender for
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each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any Losses arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section, any SPC may (i) without the prior written consent of the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC nor of any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants is required under paragraph (f) below, and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC.
(f)Participations. Any Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), sell participations to one or more banks or other entities (other than natural persons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person), a Defaulting Lender or any Person listed on the Prohibited Assignees and Participants Side Letter) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans and LC Disbursements owing to it); provided that (i) the consent of the Borrower shall not be required for a participation to a Lender or an Affiliate of a Lender or so long as an Event of Default has occurred and is continuing under clause (a), (b), (i), (j), or (k) of Article VII, (ii) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents and (v) the Borrower shall be deemed to have consented to any such participation unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereto. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that directly affects such Participant. Subject to paragraph (g) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that (A) such Participant agrees to be subject to the provisions of Section 2.18 as if it were an assignee under paragraph (b) of this Section and (B) such Participant shall not be entitled to receive any greater payment under Sections 2.14, 2.15 or 2.16, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable
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participation; provided, further, that no Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation granted to such Participant and such Participant shall have complied with the requirements of Section 2.16 as if such Participant is a Lender. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.18 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.17(d) as though it were a Lender hereunder. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary 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 Participant’s interest in the Loans or other obligations under the Loan 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 other information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any person except to the extent that such disclosures are necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. 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.
(g)Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.14, 2.15 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with paragraphs (f) and (h) of Section 2.16 as though it were a Lender and in the case of a Participant claiming exemption for portfolio interest under Section 871(h) or 881(c) of the Code, the applicable Lender shall provide the Borrower with satisfactory evidence that the participation is in registered form and shall permit the Borrower to review such register as reasonably needed for the Borrower to comply with its obligations under applicable laws and regulations.
(h)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank or any other central bank having jurisdiction over such Lender, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.
(i)No Assignments to the Borrower or Affiliates. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan or LC Exposure held by it hereunder to (a) the Borrower or any of its Affiliates or Subsidiaries without
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the prior consent of each Lender or (b) a Prohibited Person (as defined in Prohibited Assignees and Participants Side Letter).
SECTION 9.05.Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination, Cash Collateralization or backstop of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.
SECTION 9.06.Counterparts; Integration; Effectiveness; Electronic Execution.
(a)Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronically (e.g. pdf) shall be effective as delivery of a manually executed counterpart of this Agreement.
(b)Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 9.07.Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
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the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 9.08.Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time (with the prior consent of the Administrative Agent or the Required Lenders), to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Sections 2.17(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the amounts owing to such Defaulting Lender hereunder as to which it exercised such right of setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.
SECTION 9.09.Governing Law; Jurisdiction; Etc.
(a)Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.
(b)Submission to Jurisdiction. Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.
(c)Waiver of Venue. Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding
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arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d)Service of Process. Each party to this Agreement (i) irrevocably consents to service of process in the manner provided for notices in Section 9.01 and (ii) agrees to the extent permitted by applicable law that service as provided in the manner provided for notices in Section 9.01 is sufficient to confer personal jurisdiction over such party in any proceeding in any court and otherwise constitutes effective and binding service in every respect. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
SECTION 9.10.WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 9.11.Judgment Currency. This is an international loan transaction in which the specification of Dollars or any Foreign Currency, as the case may be (the “Specified Currency”), and payment in New York City or the country of the Specified Currency, as the case may be (the “Specified Place”), is of the essence, and the Specified Currency shall be the currency of account in all events relating to Loans denominated in the Specified Currency. The payment obligations of the Borrower under this Agreement shall not be discharged or satisfied by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “Second Currency”), the rate of exchange that shall be applied shall be the rate at which in accordance with normal banking procedures the Administrative Agent could purchase the Specified Currency with the Second Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under any other Loan Document (in this Section called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the Second Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified
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Currency with the amount of the Second Currency so adjudged to be due; and the Borrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Specified Currency hereunder exceeds the amount of the Specified Currency so purchased and transferred.
SECTION 9.12.Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
SECTION 9.13.Treatment of Certain Information; No Fiduciary Duty; Confidentiality.
(a)Treatment of Certain Information. The Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one or more subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this Section as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. Each Lender shall use all information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, in connection with providing services to the Borrower. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower or any of its Subsidiaries, their stockholders and/or their affiliates. The Borrower, on behalf of itself and each of its Subsidiaries, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower or any of its Subsidiaries, its stockholders or its affiliates, on the other. The Borrower and each of its Subsidiaries each acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower and its Subsidiaries, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any of its Subsidiaries, any of their stockholders or affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any of its Subsidiaries, their stockholders or their affiliates on other matters) or any other obligation to the Borrower or any of its Subsidiaries except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any of its Subsidiaries, their management, stockholders, creditors or any other Person. The Borrower and each of its Subsidiaries each acknowledge and agree that it has
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consulted its own legal and financial advisers to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower and each of its Subsidiaries each agree that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any of its Subsidiaries, in connection with such transaction or the process leading thereto.
(b)Confidentiality. Each of the Administrative Agent, the Lenders, the Swingline Lenders and the Issuing Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisers, market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments, and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential on terms substantially similar to the terms set forth in this clause (b) and on a confidential and need to know basis), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided, that except in the case of any ordinary course examination by a regulatory, self-regulatory or governmental agency, it will use its commercially reasonable efforts to notify the Borrower of any such disclosure prior to making such disclosure to the extent legally permitted and timely practicable), (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) other than to any Person listed in the Prohibited Assignees and Participants Side Letter, subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement; provided that, such Person would be permitted to be an assignee or participant pursuant to the terms hereof and such Person is not a Prohibited Person (as defined in the Prohibited Assignees and Participants Side Letter), or (y) any actual or prospective counterparty (or its advisers) to any swap or derivative transaction or credit insurance provider, in each case in this clause (vi), relating to the Borrower and its obligations, (vii) with the written consent of the Borrower, (viii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any Issuing Bank or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower, or (ix) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (y) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities provided hereunder.
For purposes of this Section, “Information” means all information received from or on behalf of the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses or any Portfolio Investment, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Bank on a non-confidential basis prior to disclosure by the Borrower or any of its Subsidiaries;
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provided that, in the case of Information received from the Borrower or any of its Subsidiaries after the Original Effective Date, such Information shall be deemed confidential at the time of delivery unless clearly identified therein as nonconfidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
SECTION 9.14.USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record information that identifies the Borrower and each other Obligor and each designee of a Letter of Credit, which information includes the name and address of the Borrower, each other Obligor and each designee of a Letter of Credit and other information that will allow such Lender to identify the Borrower, each other Obligor and each designee of a Letter of Credit in accordance with said Act.
SECTION 9.15.Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b)the effects of any Bail-In Action on any such liability, including, if applicable:
(i)a reduction in full or in part or cancellation of any such liability;
(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
SECTION 9.16.Certain ERISA Matters.
(a)Each Lender (x) represents and warrants, as of the later of the date such Person became a Lender party hereto and the Original Effective Date, to, and (y) covenants, from such date to the date such Person ceases being a Lender party hereto, for the benefit of, the
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Administrative Agent, each Joint Lead Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Obligor, that at least one of the following is and will be true:
(i)such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,
(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to and covers such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender with respect to the Loan Documents.
(b)In addition, unless subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the later of the date such Person became a Lender party hereto and the Original Effective Date, to, and (y) covenants, from such date to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Joint Lead Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Obligor, that:
(i)none of the Administrative Agent, the Joint Lead Arrangers, or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),
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(ii)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),
(iii)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Secured Obligations (as defined in the Guarantee and Security Agreement)),
(iv)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and
(v)no fee or other compensation is being paid directly to the Administrative Agent, any Joint Lead Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.
(c)The Administrative Agent and each Joint Lead Arranger hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
SECTION 9.17.Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under
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the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) 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 the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such 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 the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
(b)As used in this Section 9.17, the following terms have the following meanings:
(i)BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
(ii)Covered Entity” means any of the following:
(A)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(B)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(C)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
(iii)Default Right” has 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.
(iv)QFC” has 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).
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SECTION 9.18.Termination of Commitment of Non-Extending Lenders. Upon the reduction to zero of the Revolving Credit Exposure of, and the payment of any other amounts then due and owing under this Agreement and the other Loan Documents to, any Non-Extending Lender after the reduction of such Non-Extending Lender’s Commitment to zero, such Non-Extending Lender shall (i) cease to be a party to this Agreement and (ii) have no obligations or liabilities after the Non-Extended Final Maturity Date except for any obligations that expressly survive termination of this Agreement.
SECTION 9.19.Representations and Warranties of the Lenders. Each Lender represents and warrants that in participating as a Lender, it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender, in each case in the ordinary course of business, and not for the purpose of investing in the general performance or operations of the Borrower, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Lender agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state securities laws).

SECTION 9.20.Effect of Amendment and Restatement of the Existing Credit Agreement. On the Restatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the obligations for principal, interest or fees of the Borrower under the Existing Credit Agreement as in effect on the Restatement Effective Date immediately prior to the effectiveness of this Agreement and which remain outstanding; and (b) except for any of the Borrower’s obligations under the Existing Credit Agreement which are expressly contemplated to be repaid on the Restatement Effective Date and to the extent are in fact so repaid, the obligations of the Borrower under the Existing Credit Agreement (as amended and restated hereby and which are on and after the date hereof subject to the terms herein) are in all respects continuing, and shall continue to be secured as provided in the Security Documents.
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[Signature pages omitted.]
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EX-19.1 4 ex191insidertradingpolicy.htm EX-19.1 Document

EXHIBIT C
MORGAN STANLEY BUSINESS DEVELOPMENT COMPANIES
Insider Trading Policy

Policy Statement

Overview: The officers and directors of each of the Companies1 and other persons subject to this policy are prohibited from trading, either personally or on behalf of others, including client accounts, in Company Securities (as defined below) while in possession of material nonpublic information (“inside information”) and communicating inside information to another person within the Company or its investment adviser (collectively, the “Adviser”) whose job does not require them to have such information or outside of the Company or the Adviser to other persons. Generally, inside information is defined as nonpublic information that may have a significant impact on the price of a financial instrument or that a reasonable investor would be likely to consider important in making an investment decision.

Covered Parties: This Insider Trading Policy applies to all directors and officers of the applicable Company and the Adviser as well as family members, other members of a person’s household and entities controlled by a person covered by this Insider Trading Policy. A Company may also determine that other persons should be subject to this Insider Trading Policy, such as broader Morgan Stanley firm employees, contractors or consultants who have access to inside information.

Each of the Companies and the Adviser has also adopted a Code of Ethics and each party subject to such Codes of Ethics remains subject to the provisions thereof in addition to this Insider Trading Policy, as applicable.

This Insider Trading Policy is drafted broadly and will be applied and interpreted in a similar manner. Each of the Companies and the Adviser views seriously any violation of this Insider Trading Policy.

Policies and Procedures

Persons subject to this Insider Trading Policy have ethical and legal obligations to maintain the confidentiality of inside information about a Company and to not engage in transaction in Company Securities while in possession of insider information. Covered Parties must not engage in illegal trading and must avoid the appearance of improper trading on inside information. In all cases, the responsibility for determining whether an individual is in possession of inside information rests with that individual, and any action on the part of a Company, the Adviser, the
1 This Insider Trading Policy applies to the following business development companies (“BDCs”) (each, a “Company”, with such reference deemed to refer to all companies, separately, unless otherwise indicated) and any future business development companies with a common or affiliated investment adviser: Morgan Stanley Direct Lending Fund, T Series Middle Market Loan Fund LLC, North Haven Private Income Fund LLC, North Haven Private Income Fund A LLC, LGAM Private Credit LLC, SL Investment Fund II LLC.

BUSINESS.32632766.4


relevant compliance officer of the Company, the Adviser, or otherwise or any other individual pursuant to this Insider Trading Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities law.

It is the policy of each Company that no Covered Party who is aware of inside information relating to the Company may, directly, or indirectly through family members or other persons or entities: (i) engage in transactions in Company Securities, except pursuant to a plan that complies with all of the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, (ii) recommend that others engage in transactions in any Company Securities, (iii) disclose insider information to persons within the Company or its investment adviser whose jobs do not require them to have that information or outside of the Company or the Adviser to other persons, unless any such disclosure is made in accordance with the applicable policies regarding the protection or authorized external disclosure of information regarding the Company, or (iv) assist anyone engaged in any of these activities.

Transactions in Company Securities by Covered Parties

Covered Parties may not transact in any security issued by the Company, or (if permitted) any derivative security based on or related to any Company security (collectively, “Company Securities”), including through any deferred compensation or retirement plans, while in possession of inside information about the Company, including during any applicable window periods (discussed below).

Directors, officers of the Company, other employees of Morgan Stanley, and any other Covered Parties may only transact in Company Securities during a window period after obtaining pre-clearance from the Morgan Stanley Legal and Compliance Department (“LCD”) or through Morgan Stanley’s Trade Pre-Clearance System. Once approval is received, the specific transaction must be executed before the close of the next business day; otherwise, an additional approval is required. It is each Company’s policy that the window period begins on the next business day after the Company publicly releases quarterly or annual financial results and extends only until such time as any undisclosed financial information or other undisclosed information regarding the Company or the Adviser becomes inside information. Should the window period fall on a weekend, such window will be extended through the close of business on the following business day.

BUSINESS.32632766.4
EX-21.1 5 ex211subsidiariesoftheregi.htm EX-21.1 Document
Exhibit 21.1
LIST OF SUBSIDIARIES

At the time of this filing, the following entities are subsidiaries of Morgan Stanley Direct Lending Fund:
Company Name  Jurisdiction of Organization
DLF CA SPV LLCDelaware
DLF SPV LLCDelaware
DLF Financing SPV LLCDelaware
DLF Equity Holdings LLCDelaware


EX-23.1 6 ex231consentofindependentr.htm EX-23.1 Document






CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement No.333-283477 on Form N-2 of our reports dated February 27, 2025, relating to the consolidated financial statements of Morgan Stanley Direct Lending Fund and subsidiaries (the “Company”), and the effectiveness of Morgan Stanley Direct Lending Fund’s internal control over financing reporting, appearing in the Annual Report on Form 10-K of Morgan Stanley Direct Lending Fund for the year ended December 31, 2024.
We also consent to the reference to us under the headings “Financial Highlights” and "Independent Registered Public Accounting Firm" in such Registration Statement.

/s/Deloitte & Touche LLP
New York, NY
February 27, 2025

EX-31.1 7 a20241231exhibit311.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
CERTIFICATION
I, Jeffrey S. Levin, certify that:

1.I have reviewed this annual report on Form 10-K of MORGAN STANLEY DIRECT LENDING FUND;

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 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, if any, 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: February 27, 2025
/s/ Jeffrey S. Levin
Jeffrey S. Levin
Chief Executive Officer
(Principal Executive Officer)

EX-31.2 8 a20241231exhibit312.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
CERTIFICATION
I, David Pessah, certify that:
1.I have reviewed this annual report on Form 10-K of MORGAN STANLEY DIRECT LENDING FUND;

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 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, if any, 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: February 27, 2025
/s/ David Pessah
David Pessah
Chief Financial Officer
(Principal Financial Officer)


EX-32.1 9 a20241231exhibit321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER, SECTION 906
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey S. Levin, the Chief Executive Officer (Principal Executive Officer) of MORGAN STANLEY DIRECT LENDING FUND (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
the Form 10-K of the Company for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

the information contained in the Form 10-K for the year ended December 31, 2024 fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 27, 2025
/s/ Jeffrey S. Levin
Jeffrey S. Levin
Chief Executive Officer
(Principal Executive Officer)


EX-32.2 10 a20241231exhibit322.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER, SECTION 906
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David Pessah, the Chief Financial Officer (Principal Financial Officer) of MORGAN STANLEY DIRECT LENDING FUND (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

• the Form 10-K of the Company for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

• the information contained in the Form 10-K for the year ended December 31, 2024 fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 27, 2025
/s/ David Pessah
David Pessah
Chief Financial Officer
(Principal Financial Officer)



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Cover - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Feb. 26, 2025
Jun. 30, 2024
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2024    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 814-01332    
Entity Registrant Name Morgan Stanley Direct Lending Fund    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 84-2009506    
Entity Address, Address Line One 1585 Broadway    
Entity Address, City or Town New York    
Entity Address, State or Province NY    
Entity Address, Postal Zip Code 10036    
City Area Code 212    
Local Phone Number 761-4000    
Title of 12(b) Security Common Stock, $0.001 par value per share    
Trading Symbol MSDL    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 1,736
Entity Common Stock, Shares Outstanding   88,499,688  
Documents Incorporated by Reference [Text Block] Portions of the registrant’s Proxy Statement for its 2025 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.    
Entity Central Index Key 0001782524    
Amendment Flag false    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2024    
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Audit Information
12 Months Ended
Dec. 31, 2024
Audit Information [Abstract]  
Auditor Firm ID 34
Auditor Name Deloitte & Touche LLP
Auditor Location New York, New York
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Consolidated Statements of Assets and Liabilities - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Assets    
Non-controlled/non-affiliated investments, at fair value (amortized cost of $3,813,127 and $3,226,776) $ 3,791,494 $ 3,193,561
Cash and cash equivalents (restricted cash of $2,000 and $0) 72,372 69,705
Deferred financing costs 16,498 14,317
Interest and dividend receivable from non-controlled/non-affiliated investments 30,554 28,884
Subscription receivable 0 41
Receivable for investments sold/repaid 470 173
Prepaid expenses and other assets 630 53
Total assets 3,912,018 3,306,734
Liabilities    
Debt (net of unamortized debt issuance costs of $6,527 and $5,564) 1,973,479 1,496,032
Payable for investment purchased 192 8
Payable to affiliates (Note 3) 29 2,870
Dividends payable 53,229 49,968
Management fees payable 7,042 2,012
Income based incentive fees payable 8,956 11,766
Interest payable 21,205 18,823
Accrued expenses and other liabilities 5,730 4,104
Total liabilities 2,069,862 1,585,583
Commitments and contingencies (Note 7)
Net assets    
Preferred stock, $0.001 par value (1,000,000 shares authorized; no shares issued and outstanding) 0 0
Common stock, par value $0.001 (100,000,000 shares authorized; 88,511,089 and 83,278,831 shares issued and outstanding) 89 83
Paid-in capital in excess of par value 1,812,443 1,712,609
Total distributable earnings (loss) 29,624 8,459
Total net assets 1,842,156 1,721,151
Total liabilities and net assets $ 3,912,018 $ 3,306,734
Net asset value per share (in dollars per share) $ 20.81 $ 20.67
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Consolidated Statements of Assets and Liabilities (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Restricted cash $ 2,000 $ 0
Investments at amortized cost 3,813,127 3,226,776
Unamortized debt issuance costs $ 6,527 $ 5,564
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 1,000,000 1,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 88,511,089 83,278,831
Common stock, shares outstanding (in shares) 88,511,089 83,278,831
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Consolidated Statements of Operations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Investment Income:      
Interest income $ 396,421 $ 355,530 $ 223,119
Payment-in-kind 10,709 4,276 1,626
Dividend income 2,591 2,124 1,488
Other income 6,354 5,808 4,360
Total investment income 416,075 367,738 230,593
Expenses:      
Interest and other financing expenses 122,928 112,883 67,182
Management fees 35,415 30,550 26,715
Income based incentive fees 43,467 42,012 26,635
Capital gains incentive fees 0 0 (2,441)
Professional fees 6,718 4,470 3,206
Directors’ fees 533 345 362
Administrative service fees 216 178 72
General and other expenses 97 633 510
Total expenses 209,374 191,071 122,241
Expense support (Note 3) 0 0 44
Management fees waiver (Note 3) (9,936) (22,913) (20,036)
Incentive fees waiver (Note 3) (6,035) 0 0
Net expenses 193,403 168,158 102,249
Net investment income (loss) before taxes 222,672 199,580 128,344
Excise tax expense 2,437 1,519 334
Net investment income (loss) after taxes 220,235 198,061 128,010
Realized gain (loss):      
Net realized gain (loss) on non-controlled/non-affiliated investments (16,480) 118 537
Foreign currency and other transactions 13 0 0
Net realized gain (loss) (16,467) 118 537
Net change in unrealized appreciation (depreciation):      
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments 11,904 32,835 (80,005)
Translation of assets and liabilities in foreign currencies (108) 0 0
Net unrealized appreciation (depreciation) 11,796 32,835 (80,005)
Net realized and unrealized gain (loss) (4,671) 32,953 (79,468)
Net increase (decrease) in net assets resulting from operations $ 215,564 $ 231,014 $ 48,542
Net investment income (loss) per share (basic and diluted) (in dollars per share) $ 2.48 $ 2.67 $ 2.08
Earnings per share - basic (in dollars per share) 2.43 3.11 0.79
Earnings per share - diluted (in dollars per share) $ 2.43 $ 3.11 $ 0.79
Weighted average shares outstanding - basic (in shares) 88,649,149 74,239,743 61,676,363
Weighted average shares outstanding - diluted (in shares) 88,649,149 74,239,743 61,676,363
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Consolidated Statements of Changes in Net Assets - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Investment Company, Net Assets [Roll Forward]      
Net assets at the beginning of period $ 1,721,151 $ 1,397,305 $ 1,188,587
Increase (decrease) in net assets resulting from operations:      
Net investment income (loss) 220,235 198,061 128,010
Net realized gain (loss) (16,467) 118 537
Net change in unrealized appreciation (depreciation) 11,796 32,835 (80,005)
Net increase (decrease) in net assets resulting from operations 215,564 231,014 48,542
Distributions to stockholders from:      
Distributable earnings (195,729) (169,291) (119,437)
Total distributions to stockholders (195,729) (169,291) (119,437)
Capital transactions:      
Issuance of common stock, net of underwriting and offering costs 95,847 220,238 249,291
Reinvestment of dividends 23,385 41,885 30,322
Repurchase of common stock (18,062) 0 0
Net increase (decrease) in net assets resulting from capital transactions 101,170 262,123 279,613
Total increase (decrease) in net assets 121,005 323,846 208,718
Net assets at end of period $ 1,842,156 $ 1,721,151 $ 1,397,305
Dividends per share (in dollars per share) $ 2.20 $ 2.27 $ 1.92
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Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:      
Net increase (decrease) in net assets resulting from operations $ 215,564 $ 231,014 $ 48,542
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:      
Net unrealized (appreciation) depreciation on investments (11,904) (32,835) 80,005
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies 108 0 0
Net unrealized (appreciation) depreciation on interest rate swap attributed to unsecured notes 10 0 0
Net realized (gain) loss on investments 16,480 (118) (537)
Net realized (gain) loss on foreign currency and other transactions (13) 0 0
Net accretion of discount and amortization of premium on investments (14,866) (11,314) (11,418)
Payment-in-kind interest and dividend capitalized (13,073) (6,069) (2,714)
Amortization of deferred financing costs 3,726 3,249 3,735
Amortization of debt issuance costs and original issuance discount on unsecured notes 3,853 2,548 1,551
Purchases of investments and change in payable for investments purchased (1,232,200) (632,097) (945,209)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid 657,194 362,493 393,780
Changes in operating assets and liabilities:      
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments (1,670) (7,973) (9,171)
(Increase) decrease in prepaid expenses and other assets (132) (13) 228
(Decrease) increase in payable to affiliates (2,841) 784 (2,345)
(Decrease) increase in management fees payable 5,030 229 477
(Decrease) increase in incentive fees payable (2,810) 3,648 (541)
(Decrease) increase in interest payable 2,382 1,804 13,738
(Decrease) increase in accrued expenses and other liabilities 1,626 826 44
Net cash provided by (used in) operating activities (373,536) (83,824) (429,835)
Cash flows from financing activities:      
Borrowings on debt 1,189,469 408,000 1,566,175
Repayments on debt (712,000) (438,000) (1,284,850)
Deferred financing costs paid (5,907) (9,942) (4,006)
Debt issuance costs paid (4,114) 0 (9,259)
Dividends paid in cash (169,083) (110,497) (85,748)
Proceeds from issuance of common stock, net of underwriting & offering costs 95,888 222,753 254,585
Repurchases of common stock (18,062) 0 0
Net cash provided by (used in) financing activities 376,191 72,314 436,897
Net increase (decrease) in cash, cash equivalents and restricted cash 2,655 (11,510) 7,062
Effect of foreign exchange rate changes on cash 12 0 0
Cash, cash equivalents and restricted cash, beginning of period 69,705 81,215 74,153
Cash, cash equivalents and restricted cash, end of period 72,372 69,705 81,215
Supplemental information and non-cash activities:      
Excise tax paid 1,516 361 57
Interest expense paid 112,955 105,282 48,565
Reinvestment of dividends 23,385 41,885 30,322
Dividends payable 53,229 49,968 33,058
Non-cash purchases of investments (24,930) 0 0
Non-cash sales of investments 24,930 0 0
Subscriptions receivable $ 0 $ 41 $ 2,556
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Consolidated Schedule of Investments
€ in Thousands, £ in Thousands, $ in Thousands, $ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2024
USD ($)
shares
Dec. 31, 2024
CAD ($)
shares
Dec. 31, 2024
EUR (€)
shares
Dec. 31, 2024
GBP (£)
shares
Dec. 31, 2023
USD ($)
shares
Par Amount [1],[2],[3]           $ 10,667
Cost   $ 3,813,127       3,226,776
Fair Value   3,791,494       3,193,561
Interest Rate Swap, Series 2029 Notes            
Notional Amount [4],[5],[6]   350,000        
Fair Value [4],[5],[6]   445        
Upfront Payments/Receipts [4],[5],[6]   0        
Change in Unrealized Appreciation/(Depreciation) [4],[5],[6]   $ 445        
Long | Interest Rate Swap, Series 2029 Notes            
Company Receives [4],[5],[6]   6.41% 6.41% 6.41% 6.41%  
Company Pays [4],[5],[6]   2.37% 2.37% 2.37% 2.37%  
Delayed Draw and Revolving Senior Secured Loans            
Unfunded Commitment           $ 294,950
Euro Interbank Offered Rate (EURIBOR)            
Variable interest rate   2.85% 2.85% 2.85% 2.85% 3.91%
Secured Overnight Financing Rate (SOFR) | 1-month Period            
Variable interest rate   4.33% 4.33% 4.33% 4.33% 5.35%
Secured Overnight Financing Rate (SOFR) | 3-month Period            
Variable interest rate   4.31% 4.31% 4.31% 4.31% 5.33%
Secured Overnight Financing Rate (SOFR) | 6-month Period            
Variable interest rate   4.25% 4.25% 4.25% 4.25% 5.16%
Prime Rate            
Variable interest rate   7.50% 7.50% 7.50% 7.50% 8.50%
Canadian Overnight Repo Rate Average (CORRA)            
Variable interest rate   3.32% 3.32% 3.32% 3.32%  
Sterling Overnight Index Average (SONIA)            
Variable interest rate   4.70% 4.70% 4.70% 4.70%  
Total Portfolio Investments            
Cost [7],[8],[9]   $ 3,813,127        
Fair Value [7],[8]   $ 3,791,494        
Percentage of Net Assets [7],[8]   205.82% 205.82% 205.82% 205.82%  
Non Qualifying Assets | Assets, Total | Customer Concentration Risk            
% of Total Investments at Fair Value 6.55% 7.63%        
Debt Securities | Aerospace & Defense            
Cost   $ 83,043        
Fair Value   $ 81,218        
Percentage of Net Assets   4.41% 4.41% 4.41% 4.41%  
Debt Securities | Air Freight & Logistics            
Cost   $ 15,777        
Fair Value   $ 15,935        
Percentage of Net Assets   0.87% 0.87% 0.87% 0.87%  
Debt Securities | Automobile Components            
Cost   $ 115,975        
Fair Value   $ 110,559        
Percentage of Net Assets   6.00% 6.00% 6.00% 6.00%  
Debt Securities | Automobiles            
Cost   $ 137,791        
Fair Value   $ 136,015        
Percentage of Net Assets   7.38% 7.38% 7.38% 7.38%  
Debt Securities | Biotechnology            
Cost   $ 27,443        
Fair Value   $ 27,620        
Percentage of Net Assets   1.50% 1.50% 1.50% 1.50%  
Debt Securities | Building Products            
Cost   $ 13,617        
Fair Value   $ 13,617        
Percentage of Net Assets   0.74% 0.74% 0.74% 0.74%  
Debt Securities | Chemicals            
Cost   $ 20,877        
Fair Value   $ 20,594        
Percentage of Net Assets   1.12% 1.12% 1.12% 1.12%  
Debt Securities | Commercial Services & Supplies            
Cost   $ 343,057        
Fair Value   $ 340,869        
Percentage of Net Assets   18.50% 18.50% 18.50% 18.50%  
Debt Securities | Construction & Engineering            
Cost   $ 78,912        
Fair Value   $ 75,108        
Percentage of Net Assets   4.08% 4.08% 4.08% 4.08%  
Debt Securities | Consumer Staples Distribution & Retail            
Cost   $ 25,046        
Fair Value   $ 25,151        
Percentage of Net Assets   1.37% 1.37% 1.37% 1.37%  
Debt Securities | Containers & Packaging            
Cost   $ 44,217        
Fair Value   $ 43,560        
Percentage of Net Assets   2.36% 2.36% 2.36% 2.36%  
Debt Securities | Distributors            
Cost   $ 94,463        
Fair Value   $ 87,393        
Percentage of Net Assets   4.74% 4.74% 4.74% 4.74%  
Debt Securities | Diversified Consumer Services            
Cost   $ 174,974        
Fair Value   $ 176,697        
Percentage of Net Assets   9.59% 9.59% 9.59% 9.59%  
Debt Securities | Electrical Equipment            
Cost   $ 2,143        
Fair Value   $ 2,143        
Percentage of Net Assets   0.12% 0.12% 0.12% 0.12%  
Debt Securities | Electronic Equipment, Instruments & Components            
Cost   $ 85,373        
Fair Value   $ 81,425        
Percentage of Net Assets   4.42% 4.42% 4.42% 4.42%  
Debt Securities | Financial Services            
Cost   $ 94,176        
Fair Value   $ 94,844        
Percentage of Net Assets   5.15% 5.15% 5.15% 5.15%  
Debt Securities | Food Products            
Cost   $ 77,618        
Fair Value   $ 75,164        
Percentage of Net Assets   4.08% 4.08% 4.08% 4.08%  
Debt Securities | Ground Transportation            
Cost   $ 22,314        
Fair Value   $ 22,491        
Percentage of Net Assets   1.22% 1.22% 1.22% 1.22%  
Debt Securities | Health Care Equipment & Supplies            
Cost   $ 20,841        
Fair Value   $ 21,157        
Percentage of Net Assets   1.15% 1.15% 1.15% 1.15%  
Debt Securities | Health Care Providers & Services            
Cost   $ 181,496        
Fair Value   $ 182,857        
Percentage of Net Assets   9.93% 9.93% 9.93% 9.93%  
Debt Securities | Health Care Technology            
Cost   $ 61,701        
Fair Value   $ 62,415        
Percentage of Net Assets   3.39% 3.39% 3.39% 3.39%  
Debt Securities | Industrial Conglomerates            
Cost   $ 44,965        
Fair Value   $ 45,707        
Percentage of Net Assets   2.48% 2.48% 2.48% 2.48%  
Debt Securities | Insurance Services            
Cost   $ 447,738        
Fair Value   $ 452,006        
Percentage of Net Assets   24.54% 24.54% 24.54% 24.54%  
Debt Securities | Interactive Media & Services            
Cost   $ 102,777        
Fair Value   $ 98,223        
Percentage of Net Assets   5.33% 5.33% 5.33% 5.33%  
Debt Securities | IT Services            
Cost   $ 324,592        
Fair Value   $ 319,908        
Percentage of Net Assets   17.37% 17.37% 17.37% 17.37%  
Debt Securities | Life Sciences Tools & Services            
Cost   $ 11,790        
Fair Value   $ 11,934        
Percentage of Net Assets   0.65% 0.65% 0.65% 0.65%  
Debt Securities | Machinery            
Cost   $ 33,131        
Fair Value   $ 33,449        
Percentage of Net Assets   1.82% 1.82% 1.82% 1.82%  
Debt Securities | Multi-Utilities            
Cost   $ 20,798        
Fair Value   $ 21,194        
Percentage of Net Assets   1.15% 1.15% 1.15% 1.15%  
Debt Securities | Pharmaceuticals            
Cost   $ 12,411        
Fair Value   $ 12,196        
Percentage of Net Assets   0.66% 0.66% 0.66% 0.66%  
Debt Securities | Professional Services            
Cost   $ 200,733        
Fair Value   $ 200,787        
Percentage of Net Assets   10.90% 10.90% 10.90% 10.90%  
Debt Securities | Real Estate Management & Development            
Cost   $ 135,732        
Fair Value   $ 135,928        
Percentage of Net Assets   7.38% 7.38% 7.38% 7.38%  
Debt Securities | Software            
Cost   $ 696,522        
Fair Value   $ 698,438        
Percentage of Net Assets   37.91% 37.91% 37.91% 37.91%  
Debt Securities | Wireless Telecommunication Services            
Cost   $ 6,401        
Fair Value   $ 6,501        
Percentage of Net Assets   0.35% 0.35% 0.35% 0.35%  
First Lien Debt            
Cost   $ 3,669,886       $ 3,027,413
Fair Value   3,654,538       $ 3,004,544
Percentage of Net Assets           174.57%
First Lien Debt | Aerospace & Defense            
Cost [10]           $ 69,354
Fair Value           $ 69,364
Percentage of Net Assets           4.03%
First Lien Debt | Air Freight & Logistics            
Cost [10]           $ 30,213
Fair Value           $ 29,744
Percentage of Net Assets           1.73%
First Lien Debt | Automobile Components            
Cost [10]           $ 86,754
Fair Value           $ 86,173
Percentage of Net Assets           5.01%
First Lien Debt | Automobiles            
Cost [10]           $ 151,741
Fair Value           $ 150,980
Percentage of Net Assets           8.77%
First Lien Debt | Biotechnology            
Cost [10]           $ 15,580
Fair Value           $ 15,619
Percentage of Net Assets           0.91%
First Lien Debt | Chemicals            
Cost [10]           $ 20,940
Fair Value           $ 20,481
Percentage of Net Assets           1.19%
First Lien Debt | Commercial Services & Supplies            
Cost [10]           $ 306,475
Fair Value           $ 304,534
Percentage of Net Assets           17.69%
First Lien Debt | Construction & Engineering            
Cost [10]           $ 47,178
Fair Value           $ 46,877
Percentage of Net Assets           2.72%
First Lien Debt | Containers & Packaging            
Cost [10]           $ 43,466
Fair Value           $ 43,688
Percentage of Net Assets           2.54%
First Lien Debt | Distributors            
Cost [10]           $ 98,033
Fair Value           $ 93,930
Percentage of Net Assets           5.46%
First Lien Debt | Diversified Consumer Services            
Cost [10]           $ 81,164
Fair Value           $ 80,159
Percentage of Net Assets           4.66%
First Lien Debt | Electronic Equipment, Instruments & Components            
Cost [10]           $ 45,611
Fair Value           $ 44,711
Percentage of Net Assets           2.60%
First Lien Debt | Financial Services            
Cost [10]           $ 59,701
Fair Value           $ 59,992
Percentage of Net Assets           3.49%
First Lien Debt | Food Products            
Cost [10]           $ 73,733
Fair Value           $ 72,784
Percentage of Net Assets           4.23%
First Lien Debt | Health Care Equipment & Supplies            
Cost [10]           $ 22,434
Fair Value           $ 22,614
Percentage of Net Assets           1.31%
First Lien Debt | Health Care Providers & Services            
Cost [10]           $ 139,406
Fair Value           $ 138,138
Percentage of Net Assets           8.03%
First Lien Debt | Health Care Technology            
Cost [10]           $ 61,205
Fair Value           $ 61,443
Percentage of Net Assets           3.57%
First Lien Debt | Industrial Conglomerates            
Cost [10]           $ 33,707
Fair Value           $ 34,595
Percentage of Net Assets           2.01%
First Lien Debt | Insurance Services            
Cost [10]           $ 472,289
Fair Value           $ 471,507
Percentage of Net Assets           27.39%
First Lien Debt | Interactive Media & Services            
Cost [10]           $ 104,479
Fair Value           $ 100,782
Percentage of Net Assets           5.86%
First Lien Debt | IT Services            
Cost [10]           $ 230,636
Fair Value           $ 224,725
Percentage of Net Assets           13.06%
First Lien Debt | Leisure Products            
Cost [10]           $ 21,552
Fair Value           $ 21,453
Percentage of Net Assets           1.25%
First Lien Debt | Machinery            
Cost [10]           $ 68,230
Fair Value           $ 66,966
Percentage of Net Assets           3.89%
First Lien Debt | Multi-Utilities            
Cost [10]           $ 20,654
Fair Value           $ 20,828
Percentage of Net Assets           1.21%
First Lien Debt | Pharmaceuticals            
Cost [10]           $ 12,398
Fair Value           $ 12,629
Percentage of Net Assets           0.73%
First Lien Debt | Professional Services            
Cost [10]           $ 116,655
Fair Value           $ 118,043
Percentage of Net Assets           6.86%
First Lien Debt | Real Estate Management & Development            
Cost           $ 168,456
Fair Value           $ 168,090
Percentage of Net Assets           9.77%
First Lien Debt | Software            
Cost [10]           $ 419,529
Fair Value           $ 417,855
Percentage of Net Assets           24.28%
First Lien Debt | Wireless Telecommunication Services            
Cost           $ 5,840
Fair Value           $ 5,840
Percentage of Net Assets           0.34%
Second Lien Debt            
Cost   78,803       $ 146,014
Fair Value   69,367       $ 132,415
Percentage of Net Assets           7.69%
Second Lien Debt | Health Care Providers & Services            
Cost [10]           $ 5,419
Fair Value           $ 5,387
Percentage of Net Assets           0.31%
Second Lien Debt | IT Services            
Cost [10]           $ 40,092
Fair Value           $ 36,979
Percentage of Net Assets           2.15%
Second Lien Debt | Software            
Cost           $ 23,808
Fair Value           $ 19,233
Percentage of Net Assets           1.12%
Other debt            
Cost           $ 3,410
Fair Value           $ 2,064
Percentage of Net Assets           0.12%
Unfunded Debt Securities, First Lien            
Unfunded Commitment   564,839       $ 294,950
Fair Value   (3,621)       (4,552)
Unfunded Debt Securities            
Unfunded Commitment   564,839        
Fair Value   (3,621)       (4,552)
Equity            
Cost   54,683       49,939
Fair Value   $ 58,391       54,538
Percentage of Net Assets   3.17% 3.17% 3.17% 3.17%  
Equity | Aerospace & Defense            
Cost   $ 654        
Fair Value   $ 446        
Percentage of Net Assets   0.02% 0.02% 0.02% 0.02%  
Equity | Automobile Components            
Cost   $ 850        
Fair Value   $ 1,463        
Percentage of Net Assets   0.08% 0.08% 0.08% 0.08%  
Equity | Commercial Services & Supplies            
Cost   $ 1,907        
Fair Value   $ 3,257        
Percentage of Net Assets   0.18% 0.18% 0.18% 0.18%  
Equity | Containers & Packaging            
Cost   $ 2,791        
Fair Value   $ 1,722        
Percentage of Net Assets   0.09% 0.09% 0.09% 0.09%  
Equity | Distributors            
Cost   $ 0        
Fair Value   $ 0        
Percentage of Net Assets   0.00% 0.00% 0.00% 0.00%  
Equity | Diversified Consumer Services            
Cost   $ 1,303        
Fair Value   $ 1,258        
Percentage of Net Assets   0.07% 0.07% 0.07% 0.07%  
Equity | Electrical Equipment            
Cost   $ 150        
Fair Value   $ 150        
Percentage of Net Assets   0.01% 0.01% 0.01% 0.01%  
Equity | Food Products            
Cost   $ 2,013        
Fair Value   $ 1,028        
Percentage of Net Assets   0.06% 0.06% 0.06% 0.06%  
Equity | Health Care Providers & Services            
Cost   $ 4,955        
Fair Value   $ 4,910        
Percentage of Net Assets   0.27% 0.27% 0.27% 0.27%  
Equity | Insurance Services            
Cost   $ 4,704        
Fair Value   $ 4,727        
Percentage of Net Assets   0.26% 0.26% 0.26% 0.26%  
Equity | IT Services            
Cost   $ 13,882        
Fair Value   $ 18,845        
Percentage of Net Assets   1.02% 1.02% 1.02% 1.02%  
Equity | Professional Services            
Cost   $ 3,492        
Fair Value   $ 2,149        
Percentage of Net Assets   0.12% 0.12% 0.12% 0.12%  
Equity | Software            
Cost   $ 16,045        
Fair Value   $ 16,666        
Percentage of Net Assets   0.90% 0.90% 0.90% 0.90%  
Restricted Securities            
Fair Value   $ 58,391       $ 54,538
Percentage of Net Assets   3.17% 3.17% 3.17% 3.17% 3.17%
Common equity            
Cost           $ 30,022
Fair Value           $ 34,505
Percentage of Net Assets           2.00%
Other Securities            
Cost           $ 53,349
Fair Value           $ 56,602
Percentage of Net Assets           3.29%
Preferred equity            
Cost           $ 19,917
Fair Value           $ 20,033
Percentage of Net Assets           1.16%
Cash and Cash Equivalents            
Cost   $ 72,372        
Fair Value   $ 72,372        
Percentage of Net Assets   3.93% 3.93% 3.93% 3.93%  
Total Portfolio Investments, Cash and Cash Equivalents            
Cost [7],[8],[9]   $ 3,885,499        
Fair Value [7],[8]   $ 3,863,866        
Percentage of Net Assets [7],[8]   209.75% 209.75% 209.75% 209.75%  
Investment, Identifier [Axis]: 365 Retail Market, LLC            
Unfunded Commitment           $ 2,800
Fair Value           $ 0
Investment, Identifier [Axis]: 365 Retail Markets, LLC 1            
Variable interest rate [3],[11]           4.75%
Interest Rate [3],[11],[12]           10.30%
Par Amount [3],[11]           $ 17,105
Cost [3],[10],[11]           16,922
Fair Value [3],[11]           $ 17,105
Percentage of Net Assets [3],[11]           0.99%
Investment, Identifier [Axis]: 365 Retail Markets, LLC 2            
Variable interest rate [3],[11]           4.75%
Interest Rate [3],[11],[12]           10.30%
Par Amount [3],[11]           $ 5,488
Cost [3],[10],[11]           5,442
Fair Value [3],[11]           $ 5,488
Percentage of Net Assets [3],[11]           0.32%
Investment, Identifier [Axis]: 365 Retail Markets, LLC 3            
Variable interest rate [3],[11],[13]           4.75%
Interest Rate [3],[11],[12],[13]           10.30%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (27)
Fair Value [3],[11],[13]           $ 0
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: 365 Retail Markets, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [14],[15],[16]   9.24% 9.24% 9.24% 9.24%  
Par Amount [14],[15],[17]   $ 16,929        
Cost [14],[15]   16,773        
Fair Value [14],[15]   $ 16,929        
Percentage of Net Assets [14],[15]   0.92% 0.92% 0.92% 0.92%  
Investment, Identifier [Axis]: 365 Retail Markets, LLC, First Lien Debt 2            
Variable interest rate [14],[15]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [14],[15],[16]   9.24% 9.24% 9.24% 9.24%  
Par Amount [14],[15],[17]   $ 5,432        
Cost [14],[15]   5,394        
Fair Value [14],[15]   $ 5,432        
Percentage of Net Assets [14],[15]   0.29% 0.29% 0.29% 0.29%  
Investment, Identifier [Axis]: 48Forty Solutions, LLC            
Unfunded Commitment   $ 1,547       $ 1,086
Fair Value   $ (548)       $ (68)
Investment, Identifier [Axis]: 48Forty Solutions, LLC 1            
Variable interest rate [3],[11],[18]           6.00%
Interest Rate [3],[11],[12],[18]           11.44%
Par Amount [3],[11],[18]           $ 17,722
Cost [3],[10],[11],[18]           17,455
Fair Value [3],[11],[18]           $ 16,618
Percentage of Net Assets [3],[11],[18]           0.97%
Investment, Identifier [Axis]: 48Forty Solutions, LLC 2            
Variable interest rate [3],[13]           5.00%
Interest Rate [3],[12],[13]           13.50%
Par Amount [3],[13]           $ 1,629
Cost [3],[10],[13]           1,594
Fair Value [3],[13]           $ 1,459
Percentage of Net Assets [3],[13]           0.08%
Investment, Identifier [Axis]: 48Forty Solutions, LLC, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   2,748 2,748 2,748 2,748  
Cost [15],[19],[20]   $ 0        
Fair Value [15],[19],[20]   $ 0        
Percentage of Net Assets [15],[19],[20]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: 48Forty Solutions, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[16]   6.00% 6.00% 6.00% 6.00%  
Interest rate, PIK [14],[15],[16]   4.00% 4.00% 4.00% 4.00%  
Interest Rate [14],[15],[16]   10.65% 10.65% 10.65% 10.65%  
Par Amount [14],[15],[17]   $ 17,476        
Cost [14],[15]   17,267        
Fair Value [14],[15]   $ 11,291        
Percentage of Net Assets [14],[15]   0.61% 0.61% 0.61% 0.61%  
Investment, Identifier [Axis]: 48Forty Solutions, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[16],[21]   6.00% 6.00% 6.00% 6.00%  
Interest rate, PIK [14],[15],[16],[21]   4.00% 4.00% 4.00% 4.00%  
Interest Rate [14],[15],[16],[21]   10.65% 10.65% 10.65% 10.65%  
Par Amount [14],[15],[17],[21]   $ 1,167        
Cost [14],[15],[21]   1,140        
Fair Value [14],[15],[21]   $ 207        
Percentage of Net Assets [14],[15],[21]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: ABB Concise Optical Group, LLC            
Variable interest rate [3],[22]           7.50%
Interest Rate [3],[12],[22]           13.01%
Par Amount [3],[22]           $ 17,008
Cost [3],[10],[22]           16,685
Fair Value [3],[22]           $ 14,653
Percentage of Net Assets [3],[22]           0.85%
Investment, Identifier [Axis]: ABB Concise Optical Group, LLC, First Lien Debt            
Variable interest rate [15],[23]   7.50% 7.50% 7.50% 7.50%  
Interest Rate [15],[16],[23]   11.98% 11.98% 11.98% 11.98%  
Par Amount [15],[17],[23]   $ 17,008        
Cost [15],[23]   16,749        
Fair Value [15],[23]   $ 15,899        
Percentage of Net Assets [15],[23]   0.86% 0.86% 0.86% 0.86%  
Investment, Identifier [Axis]: AGI-CFI Holdings, Inc.            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.18%
Par Amount [3],[22]           $ 14,263
Cost [3],[10],[22]           14,048
Fair Value [3],[22]           $ 14,159
Percentage of Net Assets [3],[22]           0.82%
Investment, Identifier [Axis]: AGI-CFI Holdings, Inc., First Lien Debt            
Variable interest rate [15],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23]   10.23% 10.23% 10.23% 10.23%  
Par Amount [15],[17],[23]   $ 14,118        
Cost [15],[23]   13,960        
Fair Value [15],[23]   $ 14,118        
Percentage of Net Assets [15],[23]   0.77% 0.77% 0.77% 0.77%  
Investment, Identifier [Axis]: AMCP Pet Holdings, Inc. (Brightpet)            
Unfunded Commitment           $ 2,042
Fair Value           $ (44)
Investment, Identifier [Axis]: AMCP Pet Holdings, Inc. (Brightpet) 1            
Variable interest rate [3],[11],[18]           7.00%
Interest rate, PIK [3],[11],[18]           0.75%
Interest Rate [3],[11],[12],[18]           12.50%
Par Amount [3],[11],[18]           $ 41,763
Cost [3],[10],[11],[18]           41,011
Fair Value [3],[11],[18]           $ 40,856
Percentage of Net Assets [3],[11],[18]           2.37%
Investment, Identifier [Axis]: AMCP Pet Holdings, Inc. (Brightpet) 2            
Variable interest rate [3],[11],[13]           7.00%
Interest rate, PIK [3],[11],[13]           0.75%
Interest Rate [3],[11],[12],[13]           12.50%
Par Amount [3],[11],[13]           $ 3,798
Cost [3],[10],[11],[13]           3,715
Fair Value [3],[11],[13]           $ 3,671
Percentage of Net Assets [3],[11],[13]           0.21%
Investment, Identifier [Axis]: AMCP Pet Holdings, Inc. (Brightpet), First Lien Debt 1            
Variable interest rate [14],[15]   7.00% 7.00% 7.00% 7.00%  
Interest rate, PIK [14],[15]   3.00% 3.00% 3.00% 3.00%  
Interest Rate [14],[15],[16]   11.74% 11.74% 11.74% 11.74%  
Par Amount [14],[15],[17]   $ 41,811        
Cost [14],[15]   41,312        
Fair Value [14],[15]   $ 39,875        
Percentage of Net Assets [14],[15]   2.16% 2.16% 2.16% 2.16%  
Investment, Identifier [Axis]: AMCP Pet Holdings, Inc. (Brightpet), First Lien Debt 2            
Variable interest rate [14],[15]   7.00% 7.00% 7.00% 7.00%  
Interest rate, PIK [14],[15]   3.00% 3.00% 3.00% 3.00%  
Interest Rate [14],[15],[16]   11.74% 11.74% 11.74% 11.74%  
Par Amount [14],[15],[17]   $ 5,903        
Cost [14],[15]   5,850        
Fair Value [14],[15]   $ 5,630        
Percentage of Net Assets [14],[15]   0.31% 0.31% 0.31% 0.31%  
Investment, Identifier [Axis]: ARI Network Services, Inc.            
Unfunded Commitment   $ 1,841       $ 3,030
Fair Value   $ (7)       $ (29)
Investment, Identifier [Axis]: ARI Network Services, Inc. 1            
Variable interest rate [3],[18],[22]           5.25%
Interest Rate [3],[12],[18],[22]           10.60%
Par Amount [3],[18],[22]           $ 20,512
Cost [3],[10],[18],[22]           20,369
Fair Value [3],[18],[22]           $ 20,315
Percentage of Net Assets [3],[18],[22]           1.18%
Investment, Identifier [Axis]: ARI Network Services, Inc. 2            
Variable interest rate [3],[18],[22]           5.25%
Interest Rate [3],[12],[18],[22]           10.60%
Par Amount [3],[18],[22]           $ 3,594
Cost [3],[10],[18],[22]           3,569
Fair Value [3],[18],[22]           $ 3,559
Percentage of Net Assets [3],[18],[22]           0.21%
Investment, Identifier [Axis]: ARI Network Services, Inc. 3            
Variable interest rate [3],[13],[22]           5.25%
Interest Rate [3],[12],[13],[22]           10.60%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (19)
Fair Value [3],[13],[22]           $ (29)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: ARI Network Services, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[23]   $ 20,614        
Cost [15],[23]   20,459        
Fair Value [15],[23]   $ 20,533        
Percentage of Net Assets [15],[23]   1.11% 1.11% 1.11% 1.11%  
Investment, Identifier [Axis]: ARI Network Services, Inc., First Lien Debt 2            
Variable interest rate [15],[23],[24]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23],[24]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[23],[24]   $ 3,557        
Cost [15],[23],[24]   3,530        
Fair Value [15],[23],[24]   $ 3,544        
Percentage of Net Assets [15],[23],[24]   0.19% 0.19% 0.19% 0.19%  
Investment, Identifier [Axis]: ARI Network Services, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[21],[23]   $ 1,380        
Cost [15],[21],[23]   1,376        
Fair Value [15],[21],[23]   $ 1,369        
Percentage of Net Assets [15],[21],[23]   0.07% 0.07% 0.07% 0.07%  
Investment, Identifier [Axis]: AWP Group Holdings, Inc 1            
Variable interest rate [3],[11],[18]           5.50%
Interest Rate [3],[11],[12],[18]           10.95%
Par Amount [3],[11],[18]           $ 6,152
Cost [3],[10],[11],[18]           5,917
Fair Value [3],[11],[18]           $ 6,058
Percentage of Net Assets [3],[11],[18]           0.35%
Unfunded Commitment           $ 1,579
Fair Value           $ (24)
Investment, Identifier [Axis]: AWP Group Holdings, Inc 2            
Variable interest rate [3],[11],[13]           5.50%
Interest Rate [3],[11],[12],[13]           10.95%
Par Amount [3],[11],[13]           $ 79
Cost [3],[10],[11],[13]           63
Fair Value [3],[11],[13]           $ 54
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment           $ 620
Fair Value           $ (9)
Investment, Identifier [Axis]: AWP Group Holdings, Inc 3            
Variable interest rate [3],[11],[13]           5.50%
Interest Rate [3],[11],[12],[13]           10.95%
Par Amount [3],[11],[13]           $ 170
Cost [3],[10],[11],[13]           154
Fair Value [3],[11],[13]           $ 158
Percentage of Net Assets [3],[11],[13]           0.01%
Investment, Identifier [Axis]: AWP Group Holdings, Inc. 1            
Unfunded Commitment   $ 1,284        
Fair Value   0        
Investment, Identifier [Axis]: AWP Group Holdings, Inc. 2            
Unfunded Commitment   750        
Fair Value   $ 0        
Investment, Identifier [Axis]: AWP Group Holdings, Inc., First Lien Debt 1            
Variable interest rate [14],[15],[24]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[24]   9.11% 9.11% 9.11% 9.11%  
Par Amount [14],[15],[17],[24]   $ 7,423        
Cost [14],[15],[24]   7,205        
Fair Value [14],[15],[24]   $ 7,423        
Percentage of Net Assets [14],[15],[24]   0.40% 0.40% 0.40% 0.40%  
Investment, Identifier [Axis]: AWP Group Holdings, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[21]   9.11% 9.11% 9.11% 9.11%  
Par Amount [14],[15],[17],[21]   $ 1,549        
Cost [14],[15],[21]   1,525        
Fair Value [14],[15],[21]   $ 1,549        
Percentage of Net Assets [14],[15],[21]   0.08% 0.08% 0.08% 0.08%  
Investment, Identifier [Axis]: AWP Group Holdings, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[21]   9.11% 9.11% 9.11% 9.11%  
Par Amount [14],[15],[17],[21]   $ 40        
Cost [14],[15],[21]   26        
Fair Value [14],[15],[21]   $ 40        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Abacus Data Holdings, Inc. (AbacusNext)            
Par Amount, Shares (in shares) | shares [3],[25]           29,441
Cost [3],[10],[25]           $ 2,944
Fair Value [3],[25]           $ 2,586
Percentage of Net Assets [3],[25]           0.15%
Unfunded Commitment   $ 1,400       $ 350
Fair Value   $ 0       $ 0
Investment, Identifier [Axis]: Abacus Data Holdings, Inc. (AbacusNext) 1            
Variable interest rate [3],[11],[18]           6.25%
Interest Rate [3],[11],[12],[18]           11.71%
Par Amount [3],[11],[18]           $ 18,427
Cost [3],[10],[11],[18]           18,180
Fair Value [3],[11],[18]           $ 18,427
Percentage of Net Assets [3],[11],[18]           1.07%
Investment, Identifier [Axis]: Abacus Data Holdings, Inc. (AbacusNext) 2            
Variable interest rate [3],[11]           6.25%
Interest Rate [3],[11],[12]           11.71%
Par Amount [3],[11]           $ 1,931
Cost [3],[10],[11]           1,919
Fair Value [3],[11]           $ 1,931
Percentage of Net Assets [3],[11]           0.11%
Investment, Identifier [Axis]: Abacus Data Holdings, Inc. (AbacusNext) 3            
Variable interest rate [3],[11],[13]           6.25%
Interest Rate [3],[11],[12],[13]           11.71%
Par Amount [3],[11],[13]           $ 1,050
Cost [3],[10],[11],[13]           1,032
Fair Value [3],[11],[13]           $ 1,050
Percentage of Net Assets [3],[11],[13]           0.06%
Investment, Identifier [Axis]: Abacus Data Holdings, Inc. (AbacusNext), Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   67,388 67,388 67,388 67,388  
Cost [15],[19],[20]   $ 2,981        
Fair Value [15],[19],[20]   $ 1,571        
Percentage of Net Assets [15],[19],[20]   0.09% 0.09% 0.09% 0.09%  
Investment, Identifier [Axis]: Abacus Data Holdings, Inc. (AbacusNext), First Lien Debt 1            
Variable interest rate [14],[15],[24]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16],[24]   11.17% 11.17% 11.17% 11.17%  
Par Amount [14],[15],[17],[24]   $ 9,130        
Cost [14],[15],[24]   9,041        
Fair Value [14],[15],[24]   $ 9,130        
Percentage of Net Assets [14],[15],[24]   0.50% 0.50% 0.50% 0.50%  
Investment, Identifier [Axis]: Abacus Data Holdings, Inc. (AbacusNext), First Lien Debt 2            
Variable interest rate [14],[15],[21]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16],[21]   11.17% 11.17% 11.17% 11.17%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (12)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Abracon Group Holdings, LLC            
Unfunded Commitment           $ 441
Fair Value           $ (77)
Investment, Identifier [Axis]: Abracon Group Holdings, LLC 1            
Variable interest rate [3],[22]           6.00%
Interest Rate [3],[12],[22]           11.54%
Par Amount [3],[22]           $ 6,037
Cost [3],[10],[22]           5,943
Fair Value [3],[22]           $ 4,986
Percentage of Net Assets [3],[22]           0.29%
Investment, Identifier [Axis]: Abracon Group Holdings, LLC 2            
Variable interest rate [3],[13],[22]           6.00%
Interest Rate [3],[12],[13],[22]           11.54%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (8)
Fair Value [3],[13],[22]           $ (77)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Abracon Group Holdings, LLC 3            
Variable interest rate [3],[22]           6.00%
Interest Rate [3],[12],[22]           11.54%
Par Amount [3],[22]           $ 401
Cost [3],[10],[22]           395
Fair Value [3],[22]           $ 331
Percentage of Net Assets [3],[22]           0.02%
Investment, Identifier [Axis]: Abracon Group Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   6.60% 6.60% 6.60% 6.60%  
Interest rate, PIK [15],[23]   4.60% 4.60% 4.60% 4.60%  
Interest Rate [15],[16],[23]   11.30% 11.30% 11.30% 11.30%  
Par Amount [15],[17],[23]   $ 6,061        
Cost [15],[23]   5,986        
Fair Value [15],[23]   $ 4,496        
Percentage of Net Assets [15],[23]   0.24% 0.24% 0.24% 0.24%  
Investment, Identifier [Axis]: Abracon Group Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[23]   6.60% 6.60% 6.60% 6.60%  
Interest rate, PIK [15],[23]   4.60% 4.60% 4.60% 4.60%  
Interest Rate [15],[16],[23]   11.30% 11.30% 11.30% 11.30%  
Par Amount [15],[17],[23]   $ 401        
Cost [15],[23]   396        
Fair Value [15],[23]   $ 297        
Percentage of Net Assets [15],[23]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: Accordion Partners, LLC 1            
Unfunded Commitment   $ 4,565        
Fair Value   (22)        
Investment, Identifier [Axis]: Accordion Partners, LLC 2            
Unfunded Commitment   3,043        
Fair Value   $ (30)        
Investment, Identifier [Axis]: Accordion Partners, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[23]   $ 27,391        
Cost [15],[23]   27,121        
Fair Value [15],[23]   $ 27,121        
Percentage of Net Assets [15],[23]   1.47% 1.47% 1.47% 1.47%  
Investment, Identifier [Axis]: Accordion Partners, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (22)        
Fair Value [15],[21],[23]   $ (22)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Accordion Partners, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (30)        
Fair Value [15],[21],[23]   $ (30)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Advarra Holdings, Inc.            
Unfunded Commitment   $ 41       $ 41
Fair Value   $ 0       $ (1)
Investment, Identifier [Axis]: Advarra Holdings, Inc. 1            
Variable interest rate [2],[3]           5.25%
Interest Rate [2],[3],[12]           10.61%
Par Amount [2],[3]           $ 454
Cost [2],[3],[10]           447
Fair Value [2],[3]           $ 447
Percentage of Net Assets [2],[3]           0.03%
Investment, Identifier [Axis]: Advarra Holdings, Inc. 2            
Variable interest rate [2],[3],[13]           5.25%
Interest Rate [2],[3],[12],[13]           10.61%
Par Amount [2],[3],[13]           $ 0
Cost [2],[3],[10],[13]           0
Fair Value [2],[3],[13]           $ (1)
Percentage of Net Assets [2],[3],[13]           0.00%
Investment, Identifier [Axis]: Advarra Holdings, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[23]   8.86% 8.86% 8.86% 8.86%  
Par Amount [15],[17],[23]   $ 449        
Cost [15],[23]   441        
Fair Value [15],[23]   $ 447        
Percentage of Net Assets [15],[23]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: Advarra Holdings, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21],[23]   8.86% 8.86% 8.86% 8.86%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   0        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Alert Media, Inc.            
Unfunded Commitment   $ 4,266       $ 3,043
Fair Value   $ (62)       $ (53)
Investment, Identifier [Axis]: Alert Media, Inc. 1            
Variable interest rate [3],[11],[18]           6.25%
Interest Rate [3],[11],[12],[18]           13.08%
Par Amount [3],[11],[18]           $ 19,283
Cost [3],[10],[11],[18]           19,048
Fair Value [3],[11],[18]           $ 18,983
Percentage of Net Assets [3],[11],[18]           1.10%
Investment, Identifier [Axis]: Alert Media, Inc. 2            
Variable interest rate [3],[11],[13]           6.25%
Interest Rate [3],[11],[12],[13]           13.08%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (37)
Fair Value [3],[11],[13]           $ (53)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Alert Media, Inc., First Lien Debt 1            
Variable interest rate [14],[15],[16]   6.75% 6.75% 6.75% 6.75%  
Interest rate, PIK [14],[15],[16]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16]   11.08% 11.08% 11.08% 11.08%  
Par Amount [14],[15],[17]   $ 22,389        
Cost [14],[15]   22,197        
Fair Value [14],[15]   $ 22,123        
Percentage of Net Assets [14],[15]   1.20% 1.20% 1.20% 1.20%  
Investment, Identifier [Axis]: Alert Media, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[16],[21]   6.75% 6.75% 6.75% 6.75%  
Interest rate, PIK [14],[15],[16],[21]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16],[21]   11.08% 11.08% 11.08% 11.08%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (41)        
Fair Value [14],[15],[21]   $ (63)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Amerilife Holdings, LLC            
Par Amount, Shares (in shares) | shares [3],[25]           908
Cost [3],[10],[25]           $ 25
Fair Value [3],[25]           $ 33
Percentage of Net Assets [3],[25]           0.00%
Investment, Identifier [Axis]: Amerilife Holdings, LLC 1            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.15%
Par Amount [3],[22]           $ 2,024
Cost [3],[10],[22]           1,989
Fair Value [3],[22]           $ 1,997
Percentage of Net Assets [3],[22]           0.12%
Unfunded Commitment   $ 1,335       $ 147
Fair Value   0       $ (2)
Investment, Identifier [Axis]: Amerilife Holdings, LLC 2            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.15%
Par Amount [3],[13],[22]           $ 722
Cost [3],[10],[13],[22]           708
Fair Value [3],[13],[22]           $ 710
Percentage of Net Assets [3],[13],[22]           0.04%
Unfunded Commitment   437       $ 437
Fair Value   $ 0       $ (6)
Investment, Identifier [Axis]: Amerilife Holdings, LLC 3            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.15%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (7)
Fair Value [3],[13],[22]           $ (6)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Amerilife Holdings, LLC, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   908 908 908 908  
Cost [15],[19],[20]   $ 25        
Fair Value [15],[19],[20]   $ 54        
Percentage of Net Assets [15],[19],[20]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Amerilife Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.70% 9.70% 9.70% 9.70%  
Par Amount [15],[17],[23]   $ 2,863        
Cost [15],[23]   2,821        
Fair Value [15],[23]   $ 2,863        
Percentage of Net Assets [15],[23]   0.16% 0.16% 0.16% 0.16%  
Investment, Identifier [Axis]: Amerilife Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.70% 9.70% 9.70% 9.70%  
Par Amount [15],[17],[21],[23]   $ 1,257        
Cost [15],[21],[23]   1,248        
Fair Value [15],[21],[23]   $ 1,257        
Percentage of Net Assets [15],[21],[23]   0.07% 0.07% 0.07% 0.07%  
Investment, Identifier [Axis]: Amerilife Holdings, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.70% 9.70% 9.70% 9.70%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (5)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Anaplan, Inc.            
Variable interest rate [3],[22]           6.50%
Interest Rate [3],[12],[22]           11.85%
Par Amount [3],[22]           $ 24,000
Cost [3],[10],[22]           23,597
Fair Value [3],[22]           $ 24,000
Percentage of Net Assets [3],[22]           1.39%
Investment, Identifier [Axis]: Anaplan, Inc., First Lien Debt            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[23]   $ 33,040        
Cost [15],[23]   32,619        
Fair Value [15],[23]   $ 32,918        
Percentage of Net Assets [15],[23]   1.79% 1.79% 1.79% 1.79%  
Investment, Identifier [Axis]: Answer Acquisition, LLC            
Unfunded Commitment   $ 1,249       $ 192
Fair Value   $ (8)       $ (3)
Investment, Identifier [Axis]: Answer Acquisition, LLC 1            
Variable interest rate [3],[11]           5.75%
Interest Rate [3],[11],[12]           11.25%
Par Amount [3],[11]           $ 10,611
Cost [3],[10],[11]           10,472
Fair Value [3],[11]           $ 10,454
Percentage of Net Assets [3],[11]           0.61%
Investment, Identifier [Axis]: Answer Acquisition, LLC 2            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.25%
Par Amount [3],[11],[13]           $ 641
Cost [3],[10],[11],[13]           631
Fair Value [3],[11],[13]           $ 629
Percentage of Net Assets [3],[11],[13]           0.04%
Investment, Identifier [Axis]: Answer Acquisition, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.48% 10.48% 10.48% 10.48%  
Par Amount [14],[15],[17]   $ 13,394        
Cost [14],[15]   13,255        
Fair Value [14],[15]   $ 13,303        
Percentage of Net Assets [14],[15]   0.72% 0.72% 0.72% 0.72%  
Investment, Identifier [Axis]: Answer Acquisition, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21]   10.48% 10.48% 10.48% 10.48%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (11)        
Fair Value [14],[15],[21]   $ (9)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Any Hour, LLC 1            
Unfunded Commitment   $ 6,255        
Fair Value   (66)        
Investment, Identifier [Axis]: Any Hour, LLC 2            
Unfunded Commitment   1,801        
Fair Value   $ (19)        
Investment, Identifier [Axis]: Any Hour, LLC, First Lien Debt 1            
Variable interest rate [15],[24]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[24]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[24]   $ 23,604        
Cost [15],[24]   23,277        
Fair Value [15],[24]   $ 23,354        
Percentage of Net Assets [15],[24]   1.27% 1.27% 1.27% 1.27%  
Investment, Identifier [Axis]: Any Hour, LLC, First Lien Debt 2            
Variable interest rate [15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[21]   $ 669        
Cost [15],[21]   617        
Fair Value [15],[21]   $ 595        
Percentage of Net Assets [15],[21]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Any Hour, LLC, First Lien Debt 3            
Variable interest rate [15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[21]   $ 1,662        
Cost [15],[21]   1,616        
Fair Value [15],[21]   $ 1,626        
Percentage of Net Assets [15],[21]   0.09% 0.09% 0.09% 0.09%  
Investment, Identifier [Axis]: Any Hour, LLC, Other Debt            
Interest rate, PIK [15]   13.00% 13.00% 13.00% 13.00%  
Interest Rate [15],[16]   13.00% 13.00% 13.00% 13.00%  
Par Amount [15],[17]   $ 6,371        
Cost [15]   6,260        
Fair Value [15]   $ 6,304        
Percentage of Net Assets [15]   0.34% 0.34% 0.34% 0.34%  
Investment, Identifier [Axis]: Apex Service Partners, LLC            
Unfunded Commitment   $ 932        
Fair Value   $ 0        
Investment, Identifier [Axis]: Apex Service Partners, LLC 1            
Variable interest rate [3],[11],[18]           7.00%
Interest rate, PIK [3],[11],[18]           2.00%
Interest Rate [3],[11],[12],[18]           12.38%
Par Amount [3],[11],[18]           $ 31,834
Cost [3],[10],[11],[18]           31,235
Fair Value [3],[11],[18]           $ 31,235
Percentage of Net Assets [3],[11],[18]           1.81%
Unfunded Commitment           $ 5,922
Fair Value           $ (73)
Investment, Identifier [Axis]: Apex Service Partners, LLC 2            
Variable interest rate [3],[11],[13]           7.00%
Interest rate, PIK [3],[11],[13]           2.00%
Interest Rate [3],[11],[12],[13]           12.38%
Par Amount [3],[11],[13]           $ 1,692
Cost [3],[10],[11],[13]           1,598
Fair Value [3],[11],[13]           $ 1,598
Percentage of Net Assets [3],[11],[13]           0.09%
Unfunded Commitment           $ 2,335
Fair Value           $ (43)
Investment, Identifier [Axis]: Apex Service Partners, LLC 3            
Variable interest rate [3],[11],[13]           7.00%
Interest rate, PIK [3],[11],[13]           2.00%
Interest Rate [3],[11],[12],[13]           12.38%
Par Amount [3],[11],[13]           $ 203
Cost [3],[10],[11],[13]           156
Fair Value [3],[11],[13]           $ 156
Percentage of Net Assets [3],[11],[13]           0.01%
Investment, Identifier [Axis]: Apex Service Partners, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[24]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[24]   9.51% 9.51% 9.51% 9.51%  
Par Amount [14],[15],[17],[24]   $ 36,909        
Cost [14],[15],[24]   36,334        
Fair Value [14],[15],[24]   $ 36,909        
Percentage of Net Assets [14],[15],[24]   2.00% 2.00% 2.00% 2.00%  
Investment, Identifier [Axis]: Apex Service Partners, LLC, First Lien Debt 2            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.51% 9.51% 9.51% 9.51%  
Par Amount [14],[15],[17]   $ 8,789        
Cost [14],[15]   8,629        
Fair Value [14],[15]   $ 8,789        
Percentage of Net Assets [14],[15]   0.48% 0.48% 0.48% 0.48%  
Investment, Identifier [Axis]: Apex Service Partners, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.51% 9.51% 9.51% 9.51%  
Par Amount [14],[15],[17],[21]   $ 1,980        
Cost [14],[15],[21]   1,937        
Fair Value [14],[15],[21]   $ 1,980        
Percentage of Net Assets [14],[15],[21]   0.11% 0.11% 0.11% 0.11%  
Investment, Identifier [Axis]: Apollo Acquisition, Inc. 1            
Unfunded Commitment   $ 6,094        
Fair Value   (30)        
Investment, Identifier [Axis]: Apollo Acquisition, Inc. 2            
Unfunded Commitment   2,437        
Fair Value   $ (24)        
Investment, Identifier [Axis]: Apollo Acquisition, Inc., First Lien Debt 1            
Variable interest rate [15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17]   $ 17,469        
Cost [15]   17,294        
Fair Value [15]   $ 17,294        
Percentage of Net Assets [15]   0.94% 0.94% 0.94% 0.94%  
Investment, Identifier [Axis]: Apollo Acquisition, Inc., First Lien Debt 2            
Variable interest rate [15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[21]   $ 0        
Cost [15],[21]   (31)        
Fair Value [15],[21]   $ (31)        
Percentage of Net Assets [15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Apollo Acquisition, Inc., First Lien Debt 3            
Variable interest rate [15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[21]   $ 0        
Cost [15],[21]   (24)        
Fair Value [15],[21]   $ (24)        
Percentage of Net Assets [15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Appfire Technologies, LLC 1            
Variable interest rate [3],[11]           5.65%
Interest Rate [3],[11],[12]           11.03%
Par Amount [3],[11]           $ 18,667
Cost [3],[10],[11]           18,576
Fair Value [3],[11]           $ 18,426
Percentage of Net Assets [3],[11]           1.07%
Unfunded Commitment   $ 569       $ 1,083
Fair Value   0       $ (14)
Investment, Identifier [Axis]: Appfire Technologies, LLC 2            
Variable interest rate [3],[11],[13]           5.65%
Interest Rate [3],[11],[12],[13]           11.03%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (9)
Fair Value [3],[11],[13]           $ (14)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   4,005       $ 129
Fair Value   0       $ (2)
Investment, Identifier [Axis]: Appfire Technologies, LLC 3            
Variable interest rate [3],[13]           4.50%
Interest Rate [3],[12],[13]           13.00%
Par Amount [3],[13]           $ 38
Cost [3],[10],[13]           36
Fair Value [3],[13]           $ 36
Percentage of Net Assets [3],[13]           0.00%
Unfunded Commitment   155        
Fair Value   $ 0        
Investment, Identifier [Axis]: Appfire Technologies, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.33% 9.33% 9.33% 9.33%  
Par Amount [14],[15],[17]   $ 20,468        
Cost [14],[15]   20,400        
Fair Value [14],[15]   $ 20,468        
Percentage of Net Assets [14],[15]   1.11% 1.11% 1.11% 1.11%  
Investment, Identifier [Axis]: Appfire Technologies, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.33% 9.33% 9.33% 9.33%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (23)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Appfire Technologies, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.33% 9.33% 9.33% 9.33%  
Par Amount [14],[15],[17],[21]   $ 12        
Cost [14],[15],[21]   11        
Fair Value [14],[15],[21]   $ 12        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Applitools, Inc.            
Unfunded Commitment   $ 433       $ 433
Fair Value   $ (4)       $ (10)
Investment, Identifier [Axis]: Applitools, Inc. 1            
Interest rate, PIK [3],[22],[26]           6.25%
Interest Rate [3],[12],[22],[26]           11.61%
Par Amount [3],[22],[26]           $ 3,584
Cost [3],[10],[22],[26]           3,541
Fair Value [3],[22],[26]           $ 3,498
Percentage of Net Assets [3],[22],[26]           0.20%
Investment, Identifier [Axis]: Applitools, Inc. 2            
Variable interest rate [3],[13],[22],[26]           6.25%
Interest Rate [3],[12],[13],[22],[26]           11.61%
Par Amount [3],[13],[22],[26]           $ 0
Cost [3],[10],[13],[22],[26]           (6)
Fair Value [3],[13],[22],[26]           $ (10)
Percentage of Net Assets [3],[13],[22],[26]           0.00%
Investment, Identifier [Axis]: Applitools, Inc., First Lien Debt 1            
Interest rate, PIK [15],[23],[27]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [15],[16],[23],[27]   10.58% 10.58% 10.58% 10.58%  
Par Amount [15],[17],[23],[27]   $ 4,023        
Cost [15],[23],[27]   3,987        
Fair Value [15],[23],[27]   $ 3,989        
Percentage of Net Assets [15],[23],[27]   0.22% 0.22% 0.22% 0.22%  
Investment, Identifier [Axis]: Applitools, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23],[27]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [15],[16],[21],[23],[27]   10.58% 10.58% 10.58% 10.58%  
Par Amount [15],[17],[21],[23],[27]   $ 0        
Cost [15],[21],[23],[27]   (5)        
Fair Value [15],[21],[23],[27]   $ (4)        
Percentage of Net Assets [15],[21],[23],[27]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Apryse Software Corp., First Lien Debt            
Variable interest rate [14],[15],[24],[27]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[24],[27]   9.59% 9.59% 9.59% 9.59%  
Par Amount [14],[15],[17],[24],[27]   $ 39,356        
Cost [14],[15],[24],[27]   39,008        
Fair Value [14],[15],[24],[27]   $ 39,308        
Percentage of Net Assets [14],[15],[24],[27]   2.13% 2.13% 2.13% 2.13%  
Investment, Identifier [Axis]: Aptean, Inc.            
Variable interest rate [3],[22]           7.00%
Interest Rate [3],[12],[22]           12.46%
Par Amount [3],[22]           $ 5,950
Cost [3],[10],[22]           5,950
Fair Value [3],[22]           $ 5,950
Percentage of Net Assets [3],[22]           0.35%
Investment, Identifier [Axis]: Aptean, Inc. 1            
Unfunded Commitment   $ 537        
Fair Value   (1)        
Investment, Identifier [Axis]: Aptean, Inc. 2            
Unfunded Commitment   984        
Fair Value   $ (1)        
Investment, Identifier [Axis]: Aptean, Inc., First Lien Debt 1            
Variable interest rate [15],[23],[24]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23],[24]   9.59% 9.59% 9.59% 9.59%  
Par Amount [15],[17],[23],[24]   $ 11,746        
Cost [15],[23],[24]   11,646        
Fair Value [15],[23],[24]   $ 11,730        
Percentage of Net Assets [15],[23],[24]   0.64% 0.64% 0.64% 0.64%  
Investment, Identifier [Axis]: Aptean, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.59% 9.59% 9.59% 9.59%  
Par Amount [15],[17],[21],[23]   $ 192        
Cost [15],[21],[23]   182        
Fair Value [15],[21],[23]   $ 191        
Percentage of Net Assets [15],[21],[23]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Aptean, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.59% 9.59% 9.59% 9.59%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (9)        
Fair Value [15],[21],[23]   $ (1)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Arcoro Holdings Corp.            
Unfunded Commitment   $ 1,957        
Fair Value   $ (14)        
Investment, Identifier [Axis]: Arcoro Holdings Corp., First Lien Debt 1            
Variable interest rate [14],[15]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16]   9.83% 9.83% 9.83% 9.83%  
Par Amount [14],[15],[17]   $ 12,978        
Cost [14],[15]   12,744        
Fair Value [14],[15]   $ 12,883        
Percentage of Net Assets [14],[15]   0.70% 0.70% 0.70% 0.70%  
Investment, Identifier [Axis]: Arcoro Holdings Corp., First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16],[21]   9.83% 9.83% 9.83% 9.83%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (34)        
Fair Value [14],[15],[21]   $ (14)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Artifact Bidco, Inc. 1            
Unfunded Commitment   $ 7,759        
Fair Value   0        
Investment, Identifier [Axis]: Artifact Bidco, Inc. 2            
Unfunded Commitment   5,542        
Fair Value   $ 0        
Investment, Identifier [Axis]: Artifact Bidco, Inc., First Lien Debt 1            
Variable interest rate [15]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16]   8.83% 8.83% 8.83% 8.83%  
Par Amount [15],[17]   $ 31,700        
Cost [15]   31,397        
Fair Value [15]   $ 31,700        
Percentage of Net Assets [15]   1.72% 1.72% 1.72% 1.72%  
Investment, Identifier [Axis]: Artifact Bidco, Inc., First Lien Debt 2            
Variable interest rate [15],[21]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21]   8.83% 8.83% 8.83% 8.83%  
Par Amount [15],[17],[21]   $ 0        
Cost [15],[21]   (36)        
Fair Value [15],[21]   $ 0        
Percentage of Net Assets [15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Artifact Bidco, Inc., First Lien Debt 3            
Variable interest rate [15],[21]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21]   8.83% 8.83% 8.83% 8.83%  
Par Amount [15],[17],[21]   $ 0        
Cost [15],[21]   (51)        
Fair Value [15],[21]   $ 0        
Percentage of Net Assets [15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Ascend Partner Services, LLC 1            
Unfunded Commitment   $ 8,418        
Fair Value   0        
Investment, Identifier [Axis]: Ascend Partner Services, LLC 2            
Unfunded Commitment   673        
Fair Value   $ 0        
Investment, Identifier [Axis]: Ascend Partner Services, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[23]   8.86% 8.86% 8.86% 8.86%  
Par Amount [15],[17],[23]   $ 4,899        
Cost [15],[23]   4,852        
Fair Value [15],[23]   $ 4,899        
Percentage of Net Assets [15],[23]   0.27% 0.27% 0.27% 0.27%  
Investment, Identifier [Axis]: Ascend Partner Services, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21],[23]   8.86% 8.86% 8.86% 8.86%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (40)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Ascend Partner Services, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21],[23]   8.86% 8.86% 8.86% 8.86%  
Par Amount [15],[17],[21],[23]   $ 1,010        
Cost [15],[21],[23]   994        
Fair Value [15],[21],[23]   $ 1,010        
Percentage of Net Assets [15],[21],[23]   0.05% 0.05% 0.05% 0.05%  
Investment, Identifier [Axis]: Assembly Intermediate, LLC            
Unfunded Commitment   $ 2,074        
Fair Value   $ 0        
Investment, Identifier [Axis]: Assembly Intermediate, LLC 1            
Variable interest rate [3],[11]           6.00%
Interest Rate [3],[11],[12]           11.45%
Par Amount [3],[11]           $ 20,741
Cost [3],[10],[11]           20,451
Fair Value [3],[11]           $ 19,961
Percentage of Net Assets [3],[11]           1.16%
Unfunded Commitment           $ 1,556
Fair Value           $ (58)
Investment, Identifier [Axis]: Assembly Intermediate, LLC 2            
Variable interest rate [3],[11],[13]           6.00%
Interest Rate [3],[11],[12],[13]           11.45%
Par Amount [3],[11],[13]           $ 3,630
Cost [3],[10],[11],[13]           3,568
Fair Value [3],[11],[13]           $ 3,435
Percentage of Net Assets [3],[11],[13]           0.20%
Unfunded Commitment           $ 2,074
Fair Value           $ (78)
Investment, Identifier [Axis]: Assembly Intermediate, LLC 3            
Variable interest rate [3],[11],[13]           6.00%
Interest Rate [3],[11],[12],[13]           11.45%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (26)
Fair Value [3],[11],[13]           $ (78)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Assembly Intermediate, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16]   9.58% 9.58% 9.58% 9.58%  
Par Amount [14],[15],[17]   $ 20,741        
Cost [14],[15]   20,518        
Fair Value [14],[15]   $ 20,741        
Percentage of Net Assets [14],[15]   1.13% 1.13% 1.13% 1.13%  
Investment, Identifier [Axis]: Assembly Intermediate, LLC, First Lien Debt 2            
Variable interest rate [14],[15]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16]   9.58% 9.58% 9.58% 9.58%  
Par Amount [14],[15],[17]   $ 4,148        
Cost [14],[15]   4,106        
Fair Value [14],[15]   $ 4,148        
Percentage of Net Assets [14],[15]   0.23% 0.23% 0.23% 0.23%  
Investment, Identifier [Axis]: Assembly Intermediate, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.58% 9.58% 9.58% 9.58%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (19)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Associations, Inc. 1            
Variable interest rate [3],[11],[18]           6.50%
Interest rate, PIK [3],[11],[18]           2.50%
Interest Rate [3],[11],[12],[18]           12.17%
Par Amount [3],[11],[18]           $ 17,780
Cost [3],[10],[11],[18]           17,669
Fair Value [3],[11],[18]           $ 17,610
Percentage of Net Assets [3],[11],[18]           1.02%
Unfunded Commitment   $ 705       $ 60
Fair Value   0       $ (1)
Investment, Identifier [Axis]: Associations, Inc. 2            
Variable interest rate [3],[11],[13]           6.50%
Interest rate, PIK [3],[11],[13]           2.50%
Interest Rate [3],[11],[12],[13]           12.17%
Par Amount [3],[11],[13]           $ 21,896
Cost [3],[10],[11],[13]           21,757
Fair Value [3],[11],[13]           $ 21,687
Percentage of Net Assets [3],[11],[13]           1.26%
Unfunded Commitment   339       $ 1,203
Fair Value   $ 0       $ (11)
Investment, Identifier [Axis]: Associations, Inc. 3            
Variable interest rate [3],[11],[13]           6.50%
Interest rate, PIK [3],[11],[13]           2.50%
Interest Rate [3],[11],[12],[13]           12.17%
Par Amount [3],[11],[13]           $ 657
Cost [3],[10],[11],[13]           646
Fair Value [3],[11],[13]           $ 640
Percentage of Net Assets [3],[11],[13]           0.04%
Investment, Identifier [Axis]: Associations, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [14],[15],[16]   11.32% 11.32% 11.32% 11.32%  
Par Amount [14],[15],[17]   $ 10,893        
Cost [14],[15]   10,884        
Fair Value [14],[15]   $ 10,893        
Percentage of Net Assets [14],[15]   0.59% 0.59% 0.59% 0.59%  
Investment, Identifier [Axis]: Associations, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [14],[15],[16],[21]   11.32% 11.32% 11.32% 11.32%  
Par Amount [14],[15],[17],[21]   $ 141        
Cost [14],[15],[21]   141        
Fair Value [14],[15],[21]   $ 141        
Percentage of Net Assets [14],[15],[21]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Associations, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [14],[15],[16],[21]   11.32% 11.32% 11.32% 11.32%  
Par Amount [14],[15],[17],[21]   $ 339        
Cost [14],[15],[21]   338        
Fair Value [14],[15],[21]   $ 339        
Percentage of Net Assets [14],[15],[21]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: Atlas Purchaser, Inc.            
Variable interest rate [18],[22]           5.25%
Interest Rate [12],[18],[22]           10.88%
Par Amount [18],[22]           $ 8,831
Cost [10],[18],[22]           8,710
Fair Value [18],[22]           $ 5,210
Percentage of Net Assets [18],[22]           0.30%
Investment, Identifier [Axis]: Atlas Purchaser, Inc., First Lien Debt 1            
Variable interest rate [15],[16],[23],[24]   7.50% 7.50% 7.50% 7.50%  
Interest rate, PIK [15],[16],[23],[24]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23],[24]   11.33% 11.33% 11.33% 11.33%  
Par Amount [15],[17],[23],[24]   $ 5,811        
Cost [15],[23],[24]   5,811        
Fair Value [15],[23],[24]   $ 3,463        
Percentage of Net Assets [15],[23],[24]   0.19% 0.19% 0.19% 0.19%  
Investment, Identifier [Axis]: Atlas Purchaser, Inc., First Lien Debt 2            
Variable interest rate [15],[16],[23],[24]   7.50% 7.50% 7.50% 7.50%  
Interest rate, PIK [15],[16],[23],[24]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [15],[16],[23],[24]   11.33% 11.33% 11.33% 11.33%  
Par Amount [15],[17],[23],[24]   $ 2,510        
Cost [15],[23],[24]   2,510        
Fair Value [15],[23],[24]   $ 2,510        
Percentage of Net Assets [15],[23],[24]   0.14% 0.14% 0.14% 0.14%  
Investment, Identifier [Axis]: Atlas US Finco, Inc.            
Variable interest rate [3],[26]           7.25%
Interest Rate [3],[12],[26]           12.51%
Par Amount [3],[26]           $ 6,984
Cost [3],[10],[26]           6,845
Fair Value [3],[26]           $ 6,845
Percentage of Net Assets [3],[26]           0.40%
Investment, Identifier [Axis]: Atlas Us Finco, Inc.            
Unfunded Commitment   $ 186       $ 186
Fair Value   $ 0       $ 0
Investment, Identifier [Axis]: Atlas Us Finco, Inc. 1            
Variable interest rate [3],[11],[26]           7.25%
Interest Rate [3],[11],[12],[26]           12.51%
Par Amount [3],[11],[26]           $ 2,009
Cost [3],[10],[11],[26]           1,955
Fair Value [3],[11],[26]           $ 2,009
Percentage of Net Assets [3],[11],[26]           0.12%
Investment, Identifier [Axis]: Atlas Us Finco, Inc. 2            
Variable interest rate [3],[11],[13],[26]           7.25%
Interest Rate [3],[11],[12],[13],[26]           12.51%
Par Amount [3],[11],[13],[26]           $ 0
Cost [3],[10],[11],[13],[26]           (5)
Fair Value [3],[11],[13],[26]           $ 0
Percentage of Net Assets [3],[11],[13],[26]           0.00%
Investment, Identifier [Axis]: Atlas Us Finco, Inc., First Lien Debt 1            
Variable interest rate [14],[15],[27]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[27]   9.63% 9.63% 9.63% 9.63%  
Par Amount [14],[15],[17],[27]   $ 8,970        
Cost [14],[15],[27]   8,802        
Fair Value [14],[15],[27]   $ 8,970        
Percentage of Net Assets [14],[15],[27]   0.49% 0.49% 0.49% 0.49%  
Investment, Identifier [Axis]: Atlas Us Finco, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21],[27]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21],[27]   9.63% 9.63% 9.63% 9.63%  
Par Amount [14],[15],[17],[21],[27]   $ 0        
Cost [14],[15],[21],[27]   (4)        
Fair Value [14],[15],[21],[27]   $ 0        
Percentage of Net Assets [14],[15],[21],[27]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: AuditBoard, Inc. 1            
Unfunded Commitment   $ 10,571        
Fair Value   0        
Investment, Identifier [Axis]: AuditBoard, Inc. 2            
Unfunded Commitment   4,229        
Fair Value   $ 0        
Investment, Identifier [Axis]: AuditBoard, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16]   9.08% 9.08% 9.08% 9.08%  
Par Amount [14],[15],[17]   $ 22,200        
Cost [14],[15]   21,989        
Fair Value [14],[15]   $ 22,200        
Percentage of Net Assets [14],[15]   1.21% 1.21% 1.21% 1.21%  
Investment, Identifier [Axis]: AuditBoard, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[21]   9.08% 9.08% 9.08% 9.08%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (49)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: AuditBoard, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[21]   9.08% 9.08% 9.08% 9.08%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (39)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Avalara, Inc.            
Unfunded Commitment   $ 1,040       $ 1,130
Fair Value   $ 0       $ 0
Investment, Identifier [Axis]: Avalara, Inc. 1            
Variable interest rate [3],[22]           7.25%
Interest Rate [3],[12],[22]           12.60%
Par Amount [3],[22]           $ 11,302
Cost [3],[10],[22]           11,070
Fair Value [3],[22]           $ 11,302
Percentage of Net Assets [3],[22]           0.66%
Investment, Identifier [Axis]: Avalara, Inc. 2            
Variable interest rate [3],[13],[22]           7.25%
Interest Rate [3],[12],[13],[22]           12.60%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (22)
Fair Value [3],[13],[22]           $ 0
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Avalara, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [15],[16],[23]   10.58% 10.58% 10.58% 10.58%  
Par Amount [15],[17],[23]   $ 10,402        
Cost [15],[23]   10,224        
Fair Value [15],[23]   $ 10,402        
Percentage of Net Assets [15],[23]   0.56% 0.56% 0.56% 0.56%  
Investment, Identifier [Axis]: Avalara, Inc., First Lien Debt 2            
Variable interest rate [15],[21]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [15],[16],[21]   10.58% 10.58% 10.58% 10.58%  
Par Amount [15],[17],[21]   $ 0        
Cost [15],[21]   (16)        
Fair Value [15],[21]   $ 0        
Percentage of Net Assets [15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: BP Purchaser, LLC            
Variable interest rate [3],[22]           5.50%
Interest Rate [3],[12],[22]           10.95%
Par Amount [3],[22]           $ 17,161
Cost [3],[10],[22]           16,898
Fair Value [3],[22]           $ 16,677
Percentage of Net Assets [3],[22]           0.97%
Investment, Identifier [Axis]: BP Purchaser, LLC Rights, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   1,666,989 1,666,989 1,666,989 1,666,989  
Cost [15],[19],[20]   $ 75        
Fair Value [15],[19],[20]   $ 83        
Percentage of Net Assets [15],[19],[20]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: BP Purchaser, LLC, Common Equity            
Par Amount, Shares (in shares) | shares   1,383,156 [15],[17],[19],[20] 1,383,156 [15],[17],[19],[20] 1,383,156 [15],[17],[19],[20] 1,383,156 [15],[17],[19],[20] 1,383,156 [3],[25]
Cost   $ 1,379 [15],[19],[20]       $ 1,378 [3],[10],[25]
Fair Value   $ 659 [15],[19],[20]       $ 1,297 [3],[25]
Percentage of Net Assets   0.04% [15],[19],[20] 0.04% [15],[19],[20] 0.04% [15],[19],[20] 0.04% [15],[19],[20] 0.08% [3],[25]
Investment, Identifier [Axis]: BP Purchaser, LLC, First Lien Debt            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   10.16% 10.16% 10.16% 10.16%  
Par Amount [15],[17],[23]   $ 17,030        
Cost [15],[23]   16,811        
Fair Value [15],[23]   $ 15,794        
Percentage of Net Assets [15],[23]   0.86% 0.86% 0.86% 0.86%  
Investment, Identifier [Axis]: BPG Holdings IV Corp.            
Variable interest rate [3],[22]           6.00%
Interest Rate [3],[12],[22]           11.36%
Par Amount [3],[22]           $ 11,647
Cost [3],[10],[22]           10,972
Fair Value [3],[22]           $ 11,374
Percentage of Net Assets [3],[22]           0.66%
Investment, Identifier [Axis]: BPG Holdings IV Corp., First Lien Debt            
Variable interest rate [15],[23]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [15],[16],[23]   10.33% 10.33% 10.33% 10.33%  
Par Amount [15],[17],[23]   $ 11,529        
Cost [15],[23]   10,952        
Fair Value [15],[23]   $ 9,927        
Percentage of Net Assets [15],[23]   0.54% 0.54% 0.54% 0.54%  
Investment, Identifier [Axis]: Bottomline Technologies, Inc.            
Unfunded Commitment   $ 267       $ 267
Fair Value   $ 0       $ 0
Investment, Identifier [Axis]: Bottomline Technologies, Inc. 1            
Variable interest rate [3],[22]           5.25%
Interest Rate [3],[12],[22]           10.68%
Par Amount [3],[22]           $ 3,692
Cost [3],[10],[22]           3,630
Fair Value [3],[22]           $ 3,682
Percentage of Net Assets [3],[22]           0.21%
Investment, Identifier [Axis]: Bottomline Technologies, Inc. 2            
Variable interest rate [3],[13],[22]           5.25%
Interest Rate [3],[12],[13],[22]           10.68%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (4)
Fair Value [3],[13],[22]           $ 0
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Bottomline Technologies, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23]   10.32% 10.32% 10.32% 10.32%  
Par Amount [15],[17],[23]   $ 3,656        
Cost [15],[23]   3,603        
Fair Value [15],[23]   $ 3,656        
Percentage of Net Assets [15],[23]   0.20% 0.20% 0.20% 0.20%  
Investment, Identifier [Axis]: Bottomline Technologies, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[21],[23]   10.32% 10.32% 10.32% 10.32%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (3)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Bradyifs Holdings, LLC 1            
Variable interest rate [3],[11],[18]           6.00%
Interest Rate [3],[11],[12],[18]           11.38%
Par Amount [3],[11],[18]           $ 7,444
Cost [3],[10],[11],[18]           7,298
Fair Value [3],[11],[18]           $ 7,298
Percentage of Net Assets [3],[11],[18]           0.42%
Unfunded Commitment           $ 619
Fair Value           $ (8)
Investment, Identifier [Axis]: Bradyifs Holdings, LLC 2            
Variable interest rate [3],[11],[13]           6.00%
Interest Rate [3],[11],[12],[13]           11.38%
Par Amount [3],[11],[13]           $ 201
Cost [3],[10],[11],[13]           191
Fair Value [3],[11],[13]           $ 191
Percentage of Net Assets [3],[11],[13]           0.01%
Unfunded Commitment           $ 631
Fair Value           $ (12)
Investment, Identifier [Axis]: Bradyifs Holdings, LLC 3            
Variable interest rate [3],[11],[13]           6.00%
Interest Rate [3],[11],[12],[13]           11.38%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (12)
Fair Value [3],[11],[13]           $ (12)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Bradyplus Holdings, LLC            
Unfunded Commitment   $ 184        
Fair Value   $ 0        
Investment, Identifier [Axis]: Bradyplus Holdings, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[24]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[24]   9.52% 9.52% 9.52% 9.52%  
Par Amount [14],[15],[17],[24]   $ 7,950        
Cost [14],[15],[24]   7,817        
Fair Value [14],[15],[24]   $ 7,950        
Percentage of Net Assets [14],[15],[24]   0.43% 0.43% 0.43% 0.43%  
Investment, Identifier [Axis]: Bradyplus Holdings, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.52% 9.52% 9.52% 9.52%  
Par Amount [14],[15],[17],[21]   $ 50        
Cost [14],[15],[21]   47        
Fair Value [14],[15],[21]   $ 50        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Bridgepointe Technologies, LLC            
Unfunded Commitment   $ 1,578       $ 4,426
Fair Value   $ (18)       $ (73)
Investment, Identifier [Axis]: Bridgepointe Technologies, LLC 1            
Variable interest rate [3],[11]           6.50%
Interest Rate [3],[11],[12]           12.00%
Par Amount [3],[11]           $ 17,230
Cost [3],[10],[11]           16,726
Fair Value [3],[11]           $ 16,944
Percentage of Net Assets [3],[11]           0.98%
Investment, Identifier [Axis]: Bridgepointe Technologies, LLC 2            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           12.00%
Par Amount [3],[11],[13]           $ 10,091
Cost [3],[10],[11],[13]           9,582
Fair Value [3],[11],[13]           $ 9,850
Percentage of Net Assets [3],[11],[13]           0.57%
Investment, Identifier [Axis]: Bridgepointe Technologies, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.33% 9.33% 9.33% 9.33%  
Par Amount [14],[15],[17]   $ 17,057        
Cost [14],[15]   16,665        
Fair Value [14],[15]   $ 16,927        
Percentage of Net Assets [14],[15]   0.92% 0.92% 0.92% 0.92%  
Investment, Identifier [Axis]: Bridgepointe Technologies, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.33% 9.33% 9.33% 9.33%  
Par Amount [14],[15],[17],[21]   $ 15,295        
Cost [14],[15],[21]   14,886        
Fair Value [14],[15],[21]   $ 15,158        
Percentage of Net Assets [14],[15],[21]   0.82% 0.82% 0.82% 0.82%  
Investment, Identifier [Axis]: Bullhorn, Inc.            
Unfunded Commitment           $ 593
Fair Value           $ (2)
Investment, Identifier [Axis]: Bullhorn, Inc. 1            
Variable interest rate [3],[11],[18]           5.50%
Interest Rate [3],[11],[12],[18]           10.96%
Par Amount [3],[11],[18]           $ 15,447
Cost [3],[10],[11],[18]           15,364
Fair Value [3],[11],[18]           $ 15,399
Percentage of Net Assets [3],[11],[18]           0.89%
Unfunded Commitment   $ 386        
Fair Value   0        
Investment, Identifier [Axis]: Bullhorn, Inc. 2            
Variable interest rate [3],[11]           5.50%
Interest Rate [3],[11],[12]           10.96%
Par Amount [3],[11]           $ 63
Cost [3],[10],[11]           61
Fair Value [3],[11]           $ 62
Percentage of Net Assets [3],[11]           0.00%
Unfunded Commitment   717        
Fair Value   $ 0        
Investment, Identifier [Axis]: Bullhorn, Inc. 3            
Variable interest rate [3],[11],[13]           5.50%
Interest Rate [3],[11],[12],[13]           10.96%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (4)
Fair Value [3],[11],[13]           $ (2)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Bullhorn, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.36% 9.36% 9.36% 9.36%  
Par Amount [14],[15],[17]   $ 15,407        
Cost [14],[15]   15,313        
Fair Value [14],[15]   $ 15,407        
Percentage of Net Assets [14],[15]   0.84% 0.84% 0.84% 0.84%  
Investment, Identifier [Axis]: Bullhorn, Inc., First Lien Debt 2            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.36% 9.36% 9.36% 9.36%  
Par Amount [14],[15],[17]   $ 1,920        
Cost [14],[15]   1,909        
Fair Value [14],[15]   $ 1,920        
Percentage of Net Assets [14],[15]   0.10% 0.10% 0.10% 0.10%  
Investment, Identifier [Axis]: Bullhorn, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.36% 9.36% 9.36% 9.36%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (5)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: CLEO Communications Holding, LLC            
Unfunded Commitment   $ 12,502       $ 12,502
Fair Value   $ 0       $ (196)
Investment, Identifier [Axis]: CLEO Communications Holding, LLC 1            
Variable interest rate [3],[11],[18]           6.50%
Interest Rate [3],[11],[12],[18]           11.96%
Par Amount [3],[11],[18]           $ 39,998
Cost [3],[10],[11],[18]           39,743
Fair Value [3],[11],[18]           $ 39,370
Percentage of Net Assets [3],[11],[18]           2.29%
Investment, Identifier [Axis]: CLEO Communications Holding, LLC 2            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           11.96%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (72)
Fair Value [3],[11],[13]           $ (196)
Percentage of Net Assets [3],[11],[13]           (0.01%)
Investment, Identifier [Axis]: CLEO Communications Holding, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[24]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16],[24]   9.96% 9.96% 9.96% 9.96%  
Par Amount [14],[15],[17],[24]   $ 39,698        
Cost [14],[15],[24]   39,511        
Fair Value [14],[15],[24]   $ 39,698        
Percentage of Net Assets [14],[15],[24]   2.15% 2.15% 2.15% 2.15%  
Investment, Identifier [Axis]: CLEO Communications Holding, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16],[21]   9.96% 9.96% 9.96% 9.96%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (51)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: COP Collisionright Parent, LLC 1            
Unfunded Commitment   $ 1,842        
Fair Value   (22)        
Investment, Identifier [Axis]: COP Collisionright Parent, LLC 2            
Unfunded Commitment   884        
Fair Value   $ (10)        
Investment, Identifier [Axis]: COP Collisionright Parent, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[24]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16],[24]   10.09% 10.09% 10.09% 10.09%  
Par Amount [14],[15],[17],[24]   $ 6,364        
Cost [14],[15],[24]   6,252        
Fair Value [14],[15],[24]   $ 6,289        
Percentage of Net Assets [14],[15],[24]   0.34% 0.34% 0.34% 0.34%  
Investment, Identifier [Axis]: COP Collisionright Parent, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16],[21]   10.09% 10.09% 10.09% 10.09%  
Par Amount [14],[15],[17],[21]   $ 1,864        
Cost [14],[15],[21]   1,815        
Fair Value [14],[15],[21]   $ 1,821        
Percentage of Net Assets [14],[15],[21]   0.10% 0.10% 0.10% 0.10%  
Investment, Identifier [Axis]: COP Collisionright Parent, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16],[21]   10.09% 10.09% 10.09% 10.09%  
Par Amount [14],[15],[17],[21]   $ 154        
Cost [14],[15],[21]   137        
Fair Value [14],[15],[21]   $ 142        
Percentage of Net Assets [14],[15],[21]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: CRCI Longhorn Holdings, Inc. 1            
Unfunded Commitment   $ 2,471        
Fair Value   0        
Investment, Identifier [Axis]: CRCI Longhorn Holdings, Inc. 2            
Unfunded Commitment   906        
Fair Value   $ 0        
Investment, Identifier [Axis]: CRCI Longhorn Holdings, Inc., First Lien Debt 1            
Variable interest rate [15],[23],[24]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23],[24]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[23],[24]   $ 9,882        
Cost [15],[23],[24]   9,787        
Fair Value [15],[23],[24]   $ 9,882        
Percentage of Net Assets [15],[23],[24]   0.54% 0.54% 0.54% 0.54%  
Investment, Identifier [Axis]: CRCI Longhorn Holdings, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (12)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: CRCI Longhorn Holdings, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[21],[23]   $ 741        
Cost [15],[21],[23]   726        
Fair Value [15],[21],[23]   $ 741        
Percentage of Net Assets [15],[21],[23]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: CSC Thrive Holdings, LP (Thrive Networks)            
Par Amount, Shares (in shares) | shares [3],[25]           162,309
Cost [3],[10],[25]           $ 421
Fair Value [3],[25]           $ 855
Percentage of Net Assets [3],[25]           0.05%
Investment, Identifier [Axis]: CSC Thrive Holdings, LP (Thrive Networks), Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   162,309 162,309 162,309 162,309  
Cost [15],[19],[20]   $ 421        
Fair Value [15],[19],[20]   $ 1,082        
Percentage of Net Assets [15],[19],[20]   0.06% 0.06% 0.06% 0.06%  
Investment, Identifier [Axis]: Caerus US 1, Inc.            
Unfunded Commitment   $ 1,083        
Fair Value   $ (33)        
Investment, Identifier [Axis]: Caerus US 1, Inc. 1            
Variable interest rate [3],[22],[26]           5.75%
Interest Rate [3],[12],[22],[26]           11.11%
Par Amount [3],[22],[26]           $ 11,038
Cost [3],[10],[22],[26]           10,846
Fair Value [3],[22],[26]           $ 11,038
Percentage of Net Assets [3],[22],[26]           0.64%
Unfunded Commitment           $ 893
Fair Value           $ 0
Investment, Identifier [Axis]: Caerus US 1, Inc. 2            
Variable interest rate [3],[13],[22],[26]           5.75%
Interest Rate [3],[12],[13],[22],[26]           11.11%
Par Amount [3],[13],[22],[26]           $ 713
Cost [3],[10],[13],[22],[26]           693
Fair Value [3],[13],[22],[26]           $ 713
Percentage of Net Assets [3],[13],[22],[26]           0.04%
Unfunded Commitment           $ 293
Fair Value           $ 0
Investment, Identifier [Axis]: Caerus US 1, Inc. 3            
Variable interest rate [3],[13],[22],[26]           5.75%
Interest Rate [3],[12],[13],[22],[26]           11.11%
Par Amount [3],[13],[22],[26]           $ 878
Cost [3],[10],[13],[22],[26]           859
Fair Value [3],[13],[22],[26]           $ 878
Percentage of Net Assets [3],[13],[22],[26]           0.05%
Investment, Identifier [Axis]: Caerus US 1, Inc., First Lien Debt 1            
Variable interest rate [15],[23],[27]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23],[27]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[23],[27]   $ 10,927        
Cost [15],[23],[27]   10,765        
Fair Value [15],[23],[27]   $ 10,594        
Percentage of Net Assets [15],[23],[27]   0.58% 0.58% 0.58% 0.58%  
Investment, Identifier [Axis]: Caerus US 1, Inc., First Lien Debt 2            
Variable interest rate [15],[23],[27]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23],[27]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[23],[27]   $ 1,599        
Cost [15],[23],[27]   1,574        
Fair Value [15],[23],[27]   $ 1,550        
Percentage of Net Assets [15],[23],[27]   0.08% 0.08% 0.08% 0.08%  
Investment, Identifier [Axis]: Caerus US 1, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23],[27]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23],[27]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[21],[23],[27]   $ 88        
Cost [15],[21],[23],[27]   72        
Fair Value [15],[21],[23],[27]   $ 52        
Percentage of Net Assets [15],[21],[23],[27]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Carr, Riggs and Ingram Capital, LLC 1            
Unfunded Commitment   $ 2,188        
Fair Value   (11)        
Investment, Identifier [Axis]: Carr, Riggs and Ingram Capital, LLC 2            
Unfunded Commitment   875        
Fair Value   $ (9)        
Investment, Identifier [Axis]: Carr, Riggs and Ingram Capital, LLC, First Lien Debt 1            
Variable interest rate [15],[28]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[28]   9.24% 9.24% 9.24% 9.24%  
Par Amount [15],[17],[28]   $ 4,313        
Cost [15],[28]   4,270        
Fair Value [15],[28]   $ 4,270        
Percentage of Net Assets [15],[28]   0.23% 0.23% 0.23% 0.23%  
Investment, Identifier [Axis]: Carr, Riggs and Ingram Capital, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[28]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[28]   9.24% 9.24% 9.24% 9.24%  
Par Amount [15],[17],[21],[28]   $ 0        
Cost [15],[21],[28]   (11)        
Fair Value [15],[21],[28]   $ (11)        
Percentage of Net Assets [15],[21],[28]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Carr, Riggs and Ingram Capital, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[28]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[28]   9.24% 9.24% 9.24% 9.24%  
Par Amount [15],[17],[21],[28]   $ 125        
Cost [15],[21],[28]   115        
Fair Value [15],[21],[28]   $ 115        
Percentage of Net Assets [15],[21],[28]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Cash, Preferred Equity            
Cost   $ 63,396        
Fair Value   $ 63,396        
Percentage of Net Assets   3.44% 3.44% 3.44% 3.44%  
Investment, Identifier [Axis]: Catalis Intermediate, Inc.            
Unfunded Commitment   $ 2,778       $ 2,778
Fair Value   $ (42)       $ (153)
Investment, Identifier [Axis]: Catalis Intermediate, Inc. 1            
Variable interest rate [3],[18],[22]           5.50%
Interest Rate [3],[12],[18],[22]           11.00%
Par Amount [3],[18],[22]           $ 39,357
Cost [3],[10],[18],[22]           38,709
Fair Value [3],[18],[22]           $ 37,192
Percentage of Net Assets [3],[18],[22]           2.16%
Investment, Identifier [Axis]: Catalis Intermediate, Inc. 2            
Variable interest rate [3],[22]           5.50%
Interest Rate [3],[12],[22]           11.00%
Par Amount [3],[22]           $ 8,855
Cost [3],[10],[22]           8,723
Fair Value [3],[22]           $ 8,368
Percentage of Net Assets [3],[22]           0.49%
Investment, Identifier [Axis]: Catalis Intermediate, Inc. 3            
Variable interest rate [3],[13],[22]           5.50%
Interest Rate [3],[12],[13],[22]           11.00%
Par Amount [3],[13],[22]           $ 1,460
Cost [3],[10],[13],[22]           1,396
Fair Value [3],[13],[22]           $ 1,227
Percentage of Net Assets [3],[13],[22]           0.07%
Investment, Identifier [Axis]: Catalis Intermediate, Inc., First Lien Debt 1            
Variable interest rate [15],[23],[24]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23],[24]   9.98% 9.98% 9.98% 9.98%  
Par Amount [15],[17],[23],[24]   $ 38,954        
Cost [15],[23],[24]   38,469        
Fair Value [15],[23],[24]   $ 38,370        
Percentage of Net Assets [15],[23],[24]   2.08% 2.08% 2.08% 2.08%  
Investment, Identifier [Axis]: Catalis Intermediate, Inc., First Lien Debt 2            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   9.98% 9.98% 9.98% 9.98%  
Par Amount [15],[17],[23]   $ 8,765        
Cost [15],[23]   8,665        
Fair Value [15],[23]   $ 8,633        
Percentage of Net Assets [15],[23]   0.47% 0.47% 0.47% 0.47%  
Investment, Identifier [Axis]: Catalis Intermediate, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   9.98% 9.98% 9.98% 9.98%  
Par Amount [15],[17],[21],[23]   $ 1,460        
Cost [15],[21],[23]   1,414        
Fair Value [15],[21],[23]   $ 1,396        
Percentage of Net Assets [15],[21],[23]   0.08% 0.08% 0.08% 0.08%  
Investment, Identifier [Axis]: Cerity Partners, LLC 1            
Variable interest rate [3],[22]           6.75%
Interest Rate [3],[12],[22]           12.11%
Par Amount [3],[22]           $ 4,767
Cost [3],[10],[22]           4,639
Fair Value [3],[22]           $ 4,767
Percentage of Net Assets [3],[22]           0.28%
Unfunded Commitment   $ 1,141        
Fair Value   0        
Investment, Identifier [Axis]: Cerity Partners, LLC 2            
Variable interest rate [3],[22]           6.75%
Interest Rate [3],[12],[22]           12.11%
Par Amount [3],[22]           $ 6,698
Cost [3],[10],[22]           6,528
Fair Value [3],[22]           $ 6,698
Percentage of Net Assets [3],[22]           0.39%
Unfunded Commitment   236        
Fair Value   $ 0        
Investment, Identifier [Axis]: Cerity Partners, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.76% 9.76% 9.76% 9.76%  
Par Amount [15],[17],[23]   $ 4,707        
Cost [15],[23]   4,598        
Fair Value [15],[23]   $ 4,707        
Percentage of Net Assets [15],[23]   0.26% 0.26% 0.26% 0.26%  
Investment, Identifier [Axis]: Cerity Partners, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.76% 9.76% 9.76% 9.76%  
Par Amount [15],[17],[21],[23]   $ 7,568        
Cost [15],[21],[23]   7,410        
Fair Value [15],[21],[23]   $ 7,568        
Percentage of Net Assets [15],[21],[23]   0.41% 0.41% 0.41% 0.41%  
Investment, Identifier [Axis]: Cerity Partners, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.76% 9.76% 9.76% 9.76%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (2)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Chase Intermediate, LLC 1            
Variable interest rate [3],[13]           5.25%
Interest Rate [3],[12],[13]           11.00%
Par Amount [3],[13]           $ 0
Cost [3],[10],[13]           (99)
Fair Value [3],[13]           $ (196)
Percentage of Net Assets [3],[13]           (0.01%)
Unfunded Commitment   $ 6,276       $ 10,601
Fair Value   (9)       $ (196)
Investment, Identifier [Axis]: Chase Intermediate, LLC 2            
Variable interest rate [3],[13]           5.25%
Interest Rate [3],[12],[13]           11.00%
Par Amount [3],[13]           $ 0
Cost [3],[10],[13]           (10)
Fair Value [3],[13]           $ (10)
Percentage of Net Assets [3],[13]           0.00%
Unfunded Commitment   530       $ 530
Fair Value   $ 0       (10)
Investment, Identifier [Axis]: Chase Intermediate, LLC, First Lien Debt 1            
Variable interest rate [15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21]   $ 4,303        
Cost [15],[21]   4,206        
Fair Value [15],[21]   $ 4,288        
Percentage of Net Assets [15],[21]   0.23% 0.23% 0.23% 0.23%  
Investment, Identifier [Axis]: Chase Intermediate, LLC, First Lien Debt 2            
Variable interest rate [15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21]   $ 0        
Cost [15],[21]   (8)        
Fair Value [15],[21]   $ 0        
Percentage of Net Assets [15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Citrin Cooperman Advisors, LLC            
Unfunded Commitment   $ 1,263       7,275
Fair Value   $ 0       $ (70)
Investment, Identifier [Axis]: Citrin Cooperman Advisors, LLC 1            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.37%
Par Amount [3],[22]           $ 24,505
Cost [3],[10],[22]           24,123
Fair Value [3],[22]           $ 24,486
Percentage of Net Assets [3],[22]           1.42%
Investment, Identifier [Axis]: Citrin Cooperman Advisors, LLC 2            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.37%
Par Amount [3],[13],[22]           $ 9,330
Cost [3],[10],[13],[22]           9,115
Fair Value [3],[13],[22]           $ 9,260
Percentage of Net Assets [3],[13],[22]           0.54%
Investment, Identifier [Axis]: Citrin Cooperman Advisors, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.30% 9.30% 9.30% 9.30%  
Par Amount [15],[17],[23]   $ 24,260        
Cost [15],[23]   23,968        
Fair Value [15],[23]   $ 24,260        
Percentage of Net Assets [15],[23]   1.32% 1.32% 1.32% 1.32%  
Investment, Identifier [Axis]: Citrin Cooperman Advisors, LLC, First Lien Debt 2            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.30% 9.30% 9.30% 9.30%  
Par Amount [15],[17],[23]   $ 15,218        
Cost [15],[23]   15,003        
Fair Value [15],[23]   $ 15,218        
Percentage of Net Assets [15],[23]   0.83% 0.83% 0.83% 0.83%  
Investment, Identifier [Axis]: ComPsych Investment Corp.            
Unfunded Commitment   $ 4,000        
Fair Value   $ 0        
Investment, Identifier [Axis]: ComPsych Investment Corp., First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.38% 9.38% 9.38% 9.38%  
Par Amount [15],[17],[23]   $ 13,973        
Cost [15],[23]   13,907        
Fair Value [15],[23]   $ 13,973        
Percentage of Net Assets [15],[23]   0.76% 0.76% 0.76% 0.76%  
Investment, Identifier [Axis]: ComPsych Investment Corp., First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.38% 9.38% 9.38% 9.38%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (9)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Consor Intermediate II, LLC 1            
Unfunded Commitment   $ 4,577        
Fair Value   (26)        
Investment, Identifier [Axis]: Consor Intermediate II, LLC 2            
Unfunded Commitment   1,220        
Fair Value   $ (7)        
Investment, Identifier [Axis]: Consor Intermediate II, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[23]   8.83% 8.83% 8.83% 8.83%  
Par Amount [15],[17],[23]   $ 5,022        
Cost [15],[23]   4,975        
Fair Value [15],[23]   $ 4,994        
Percentage of Net Assets [15],[23]   0.27% 0.27% 0.27% 0.27%  
Investment, Identifier [Axis]: Consor Intermediate II, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21],[23]   8.83% 8.83% 8.83% 8.83%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (21)        
Fair Value [15],[21],[23]   $ (26)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Consor Intermediate II, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21],[23]   8.83% 8.83% 8.83% 8.83%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (11)        
Fair Value [15],[21],[23]   $ (7)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Continental Battery Company            
Variable interest rate [3],[11]           6.75%
Interest rate, PIK [3],[11]           4.08%
Interest Rate [3],[11],[12]           12.34%
Par Amount [3],[11]           $ 6,204
Cost [3],[10],[11]           6,121
Fair Value [3],[11]           $ 5,165
Percentage of Net Assets [3],[11]           0.30%
Investment, Identifier [Axis]: Continental Battery Company, First Lien Debt            
Variable interest rate [14],[15]   7.00% 7.00% 7.00% 7.00%  
Interest rate, PIK [14],[15]   4.08% 4.08% 4.08% 4.08%  
Interest Rate [14],[15],[16]   11.48% 11.48% 11.48% 11.48%  
Par Amount [14],[15],[17]   $ 6,473        
Cost [14],[15]   6,415        
Fair Value [14],[15]   $ 4,571        
Percentage of Net Assets [14],[15]   0.25% 0.25% 0.25% 0.25%  
Investment, Identifier [Axis]: Coupa Holdings, LLC 1            
Variable interest rate [3],[22]           7.50%
Interest Rate [3],[12],[22]           12.86%
Par Amount [3],[22]           $ 2,264
Cost [3],[10],[22]           2,212
Fair Value [3],[22]           $ 2,239
Percentage of Net Assets [3],[22]           0.13%
Unfunded Commitment   $ 1,085       $ 1,085
Fair Value   (5)       $ (12)
Investment, Identifier [Axis]: Coupa Holdings, LLC 2            
Variable interest rate [3],[13],[22]           7.50%
Interest Rate [3],[12],[13],[22]           12.86%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (12)
Fair Value [3],[13],[22]           $ (12)
Percentage of Net Assets [3],[13],[22]           0.00%
Unfunded Commitment   831       $ 831
Fair Value   $ (4)       $ (9)
Investment, Identifier [Axis]: Coupa Holdings, LLC 3            
Variable interest rate [3],[13],[22]           7.50%
Interest Rate [3],[12],[13],[22]           12.86%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (18)
Fair Value [3],[13],[22]           $ (9)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Coupa Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   10.09% 10.09% 10.09% 10.09%  
Par Amount [15],[17],[23]   $ 2,253        
Cost [15],[23]   2,207        
Fair Value [15],[23]   $ 2,243        
Percentage of Net Assets [15],[23]   0.12% 0.12% 0.12% 0.12%  
Investment, Identifier [Axis]: Coupa Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   10.09% 10.09% 10.09% 10.09%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (10)        
Fair Value [15],[21],[23]   $ (5)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Coupa Holdings, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   10.09% 10.09% 10.09% 10.09%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (14)        
Fair Value [15],[21],[23]   $ (4)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Cyara AcquisitionCo, LLC            
Unfunded Commitment   $ 313       $ 313
Fair Value   $ 0       $ (6)
Investment, Identifier [Axis]: Cyara AcquisitionCo, LLC 1            
Variable interest rate [3],[11]           6.75%
Interest rate, PIK [3],[11]           2.75%
Interest Rate [3],[11],[12]           12.08%
Par Amount [3],[11]           $ 4,664
Cost [3],[10],[11]           4,545
Fair Value [3],[11]           $ 4,580
Percentage of Net Assets [3],[11]           0.27%
Investment, Identifier [Axis]: Cyara AcquisitionCo, LLC 2            
Variable interest rate [3],[11],[13]           6.75%
Interest rate, PIK [3],[11],[13]           2.75%
Interest Rate [3],[11],[12],[13]           12.08%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (8)
Fair Value [3],[11],[13]           $ (6)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Cyara AcquisitionCo, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   6.25% 6.25% 6.25% 6.25%  
Interest rate, PIK [14],[15]   2.25% 2.25% 2.25% 2.25%  
Interest Rate [14],[15],[16]   10.85% 10.85% 10.85% 10.85%  
Par Amount [14],[15],[17]   $ 5,830        
Cost [14],[15]   5,718        
Fair Value [14],[15]   $ 5,830        
Percentage of Net Assets [14],[15]   0.32% 0.32% 0.32% 0.32%  
Investment, Identifier [Axis]: Cyara AcquisitionCo, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   6.25% 6.25% 6.25% 6.25%  
Interest rate, PIK [14],[15],[21]   2.25% 2.25% 2.25% 2.25%  
Interest Rate [14],[15],[16],[21]   10.85% 10.85% 10.85% 10.85%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (6)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: DCA Investment Holdings, LLC 1            
Variable interest rate [3],[18],[22]           6.50%
Interest Rate [3],[12],[18],[22]           11.85%
Par Amount [3],[18],[22]           $ 18,680
Cost [3],[10],[18],[22]           18,377
Fair Value [3],[18],[22]           $ 18,247
Percentage of Net Assets [3],[18],[22]           1.06%
Investment, Identifier [Axis]: DCA Investment Holdings, LLC 2            
Variable interest rate [3],[22]           6.50%
Interest Rate [3],[12],[22]           11.85%
Par Amount [3],[22]           $ 3,625
Cost [3],[10],[22]           3,564
Fair Value [3],[22]           $ 3,541
Percentage of Net Assets [3],[22]           0.21%
Investment, Identifier [Axis]: DCA Investment Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [15],[16],[23]   10.77% 10.77% 10.77% 10.77%  
Par Amount [15],[17],[23]   $ 20,283        
Cost [15],[23]   20,026        
Fair Value [15],[23]   $ 20,126        
Percentage of Net Assets [15],[23]   1.09% 1.09% 1.09% 1.09%  
Investment, Identifier [Axis]: DCA Investment Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[23]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [15],[16],[23]   10.77% 10.77% 10.77% 10.77%  
Par Amount [15],[17],[23]   $ 1,783        
Cost [15],[23]   1,749        
Fair Value [15],[23]   $ 1,769        
Percentage of Net Assets [15],[23]   0.10% 0.10% 0.10% 0.10%  
Investment, Identifier [Axis]: Diligent Corporation            
Variable interest rate [3],[25]           10.50%
Par Amount, Shares (in shares) | shares [3],[25]           5,000
Cost [3],[10],[25]           $ 6,329
Fair Value [3],[25]           $ 6,513
Percentage of Net Assets [3],[25]           0.38%
Unfunded Commitment           $ 2,070
Fair Value           $ (4)
Investment, Identifier [Axis]: Diligent Corporation 1            
Variable interest rate [3],[11],[18]           5.75%
Interest Rate [3],[11],[12],[18]           11.28%
Par Amount [3],[11],[18]           $ 29,740
Cost [3],[10],[11],[18]           29,629
Fair Value [3],[11],[18]           $ 29,678
Percentage of Net Assets [3],[11],[18]           1.72%
Unfunded Commitment   $ 4,118        
Fair Value   0        
Investment, Identifier [Axis]: Diligent Corporation 2            
Variable interest rate [3],[11],[18]           5.75%
Interest Rate [3],[11],[12],[18]           11.23%
Par Amount [3],[11],[18]           $ 2,179
Cost [3],[10],[11],[18]           2,170
Fair Value [3],[11],[18]           $ 2,174
Percentage of Net Assets [3],[11],[18]           0.13%
Unfunded Commitment   2,745        
Fair Value   $ 0        
Investment, Identifier [Axis]: Diligent Corporation 3            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.23%
Par Amount [3],[11],[13]           $ 2,430
Cost [3],[10],[11],[13]           2,413
Fair Value [3],[11],[13]           $ 2,421
Percentage of Net Assets [3],[11],[13]           0.14%
Investment, Identifier [Axis]: Diligent Corporation, First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   10.09% 10.09% 10.09% 10.09%  
Par Amount [15],[17],[23]   $ 28,138        
Cost [15],[23]   27,943        
Fair Value [15],[23]   $ 28,138        
Percentage of Net Assets [15],[23]   1.53% 1.53% 1.53% 1.53%  
Investment, Identifier [Axis]: Diligent Corporation, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   10.09% 10.09% 10.09% 10.09%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (28)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Diligent Corporation, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   10.09% 10.09% 10.09% 10.09%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (18)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Diligent Corporation, Preferred Equity            
Variable interest rate [15],[19]   10.50% 10.50% 10.50% 10.50%  
Par Amount, Shares (in shares) | shares [15],[17],[19]   5,000 5,000 5,000 5,000  
Cost [15],[19]   $ 7,037        
Fair Value [15],[19]   $ 7,110        
Percentage of Net Assets [15],[19]   0.39% 0.39% 0.39% 0.39%  
Investment, Identifier [Axis]: Donuts, Inc.            
Variable interest rate [3],[11],[18]           6.00%
Interest Rate [3],[11],[12],[18]           11.59%
Par Amount [3],[11],[18]           $ 24,855
Cost [3],[10],[11],[18]           24,618
Fair Value [3],[11],[18]           $ 24,838
Percentage of Net Assets [3],[11],[18]           1.44%
Investment, Identifier [Axis]: Donuts, Inc., First Lien Debt            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.49% 9.49% 9.49% 9.49%  
Par Amount [14],[15],[17]   $ 24,599        
Cost [14],[15]   24,415        
Fair Value [14],[15]   $ 24,550        
Percentage of Net Assets [14],[15]   1.33% 1.33% 1.33% 1.33%  
Investment, Identifier [Axis]: Drivecentric Holdings, LLC            
Unfunded Commitment   $ 3,529        
Fair Value   $ (3)        
Investment, Identifier [Axis]: Drivecentric Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.27% 9.27% 9.27% 9.27%  
Par Amount [15],[17],[23]   $ 26,470        
Cost [15],[23]   26,216        
Fair Value [15],[23]   $ 26,449        
Percentage of Net Assets [15],[23]   1.44% 1.44% 1.44% 1.44%  
Investment, Identifier [Axis]: Drivecentric Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.27% 9.27% 9.27% 9.27%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (33)        
Fair Value [15],[21],[23]   $ (3)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Dwyer Instruments, Inc. 1            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.17%
Par Amount [3],[22]           $ 10,512
Cost [3],[10],[22]           10,342
Fair Value [3],[22]           $ 10,303
Percentage of Net Assets [3],[22]           0.60%
Unfunded Commitment   $ 505       $ 2,954
Fair Value   (2)       $ (29)
Investment, Identifier [Axis]: Dwyer Instruments, Inc. 2            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.17%
Par Amount [3],[13],[22]           $ 2,023
Cost [3],[10],[13],[22]           1,960
Fair Value [3],[13],[22]           $ 1,953
Percentage of Net Assets [3],[13],[22]           0.11%
Unfunded Commitment   1,387       $ 1,014
Fair Value   $ 0       $ (20)
Investment, Identifier [Axis]: Dwyer Instruments, Inc. 3            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.17%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (14)
Fair Value [3],[13],[22]           $ (20)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Dwyer Instruments, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.13% 9.13% 9.13% 9.13%  
Par Amount [15],[17],[23]   $ 14,308        
Cost [15],[23]   14,127        
Fair Value [15],[23]   $ 14,270        
Percentage of Net Assets [15],[23]   0.77% 0.77% 0.77% 0.77%  
Investment, Identifier [Axis]: Dwyer Instruments, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.13% 9.13% 9.13% 9.13%  
Par Amount [15],[17],[21],[23]   $ 4,956        
Cost [15],[21],[23]   4,877        
Fair Value [15],[21],[23]   $ 4,954        
Percentage of Net Assets [15],[21],[23]   0.27% 0.27% 0.27% 0.27%  
Investment, Identifier [Axis]: Dwyer Instruments, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.13% 9.13% 9.13% 9.13%  
Par Amount [15],[17],[21],[23]   $ 233        
Cost [15],[21],[23]   214        
Fair Value [15],[21],[23]   $ 233        
Percentage of Net Assets [15],[21],[23]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: E-Discovery AcquireCo, LLC            
Unfunded Commitment   $ 2,384       $ 1,618
Fair Value   $ (10)       $ (28)
Investment, Identifier [Axis]: E-Discovery AcquireCo, LLC 1            
Variable interest rate [3],[11]           6.50%
Interest Rate [3],[11],[12]           11.89%
Par Amount [3],[11]           $ 17,795
Cost [3],[10],[11]           17,368
Fair Value [3],[11]           $ 17,482
Percentage of Net Assets [3],[11]           1.02%
Investment, Identifier [Axis]: E-Discovery AcquireCo, LLC 2            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           11.89%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (38)
Fair Value [3],[11],[13]           $ (29)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: E-Discovery AcquireCo, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16]   10.70% 10.70% 10.70% 10.70%  
Par Amount [14],[15],[17]   $ 19,505        
Cost [14],[15]   19,120        
Fair Value [14],[15]   $ 19,427        
Percentage of Net Assets [14],[15]   1.05% 1.05% 1.05% 1.05%  
Investment, Identifier [Axis]: E-Discovery AcquireCo, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16],[21]   10.70% 10.70% 10.70% 10.70%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (39)        
Fair Value [14],[15],[21]   $ (10)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: EVDR Purchaser, Inc. 1            
Unfunded Commitment   $ 5,881        
Fair Value   0        
Investment, Identifier [Axis]: EVDR Purchaser, Inc. 2            
Unfunded Commitment   2,940        
Fair Value   $ 0        
Investment, Identifier [Axis]: EVDR Purchaser, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   9.86% 9.86% 9.86% 9.86%  
Par Amount [15],[17],[23]   $ 20,428        
Cost [15],[23]   20,057        
Fair Value [15],[23]   $ 20,428        
Percentage of Net Assets [15],[23]   1.11% 1.11% 1.11% 1.11%  
Investment, Identifier [Axis]: EVDR Purchaser, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   9.86% 9.86% 9.86% 9.86%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (51)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: EVDR Purchaser, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   9.86% 9.86% 9.86% 9.86%  
Par Amount [15],[17],[21],[23]   $ 588        
Cost [15],[21],[23]   526        
Fair Value [15],[21],[23]   $ 588        
Percentage of Net Assets [15],[21],[23]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Eclipse Buyer, Inc. 1            
Unfunded Commitment   $ 719        
Fair Value   0        
Investment, Identifier [Axis]: Eclipse Buyer, Inc. 2            
Unfunded Commitment   365        
Fair Value   $ 0        
Investment, Identifier [Axis]: Eclipse Buyer, Inc., First Lien Debt 1            
Variable interest rate [15],[28]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[28]   9.26% 9.26% 9.26% 9.26%  
Par Amount [15],[17],[28]   $ 4,244        
Cost [15],[28]   4,203        
Fair Value [15],[28]   $ 4,244        
Percentage of Net Assets [15],[28]   0.23% 0.23% 0.23% 0.23%  
Investment, Identifier [Axis]: Eclipse Buyer, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[28]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[28]   9.26% 9.26% 9.26% 9.26%  
Par Amount [15],[17],[21],[28]   $ 0        
Cost [15],[21],[28]   (3)        
Fair Value [15],[21],[28]   $ 0        
Percentage of Net Assets [15],[21],[28]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Eclipse Buyer, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[28]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[28]   9.26% 9.26% 9.26% 9.26%  
Par Amount [15],[17],[21],[28]   $ 0        
Cost [15],[21],[28]   (4)        
Fair Value [15],[21],[28]   $ 0        
Percentage of Net Assets [15],[21],[28]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Eclipse Topco, Inc., Preferred Equity            
Interest rate, PIK [15],[19]   12.50% 12.50% 12.50% 12.50%  
Par Amount, Shares (in shares) | shares [15],[17],[19]   120 120 120 120  
Cost [15],[19]   $ 1,180        
Fair Value [15],[19]   $ 1,175        
Percentage of Net Assets [15],[19]   0.06% 0.06% 0.06% 0.06%  
Investment, Identifier [Axis]: Encore Holdings, LLC            
Par Amount, Shares (in shares) | shares [3],[25]           2,796
Cost [3],[10],[25]           $ 348
Fair Value [3],[25]           $ 696
Percentage of Net Assets [3],[25]           0.04%
Investment, Identifier [Axis]: Encore Holdings, LLC 1            
Variable interest rate [3],[22]           4.50%
Interest Rate [3],[12],[22]           10.45%
Par Amount [3],[22]           $ 1,831
Cost [3],[10],[22]           1,807
Fair Value [3],[22]           $ 1,831
Percentage of Net Assets [3],[22]           0.11%
Unfunded Commitment   $ 126       $ 539
Fair Value   (1)       $ 0
Investment, Identifier [Axis]: Encore Holdings, LLC 2            
Variable interest rate [3],[22]           4.50%
Interest Rate [3],[12],[22]           10.45%
Par Amount [3],[22]           $ 3,561
Cost [3],[10],[22]           3,511
Fair Value [3],[22]           $ 3,561
Percentage of Net Assets [3],[22]           0.21%
Unfunded Commitment   2,500        
Fair Value   (6)        
Investment, Identifier [Axis]: Encore Holdings, LLC 3            
Variable interest rate [3],[13],[22]           4.50%
Interest Rate [3],[12],[13],[22]           10.45%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (6)
Fair Value [3],[13],[22]           $ 0
Percentage of Net Assets [3],[13],[22]           0.00%
Unfunded Commitment   539        
Fair Value   $ (2)        
Investment, Identifier [Axis]: Encore Holdings, LLC, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   3,013 3,013 3,013 3,013  
Cost [15],[19],[20]   $ 395        
Fair Value [15],[19],[20]   $ 1,103        
Percentage of Net Assets [15],[19],[20]   0.06% 0.06% 0.06% 0.06%  
Investment, Identifier [Axis]: Encore Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[23]   $ 1,812        
Cost [15],[23]   1,792        
Fair Value [15],[23]   $ 1,805        
Percentage of Net Assets [15],[23]   0.10% 0.10% 0.10% 0.10%  
Investment, Identifier [Axis]: Encore Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[21],[23]   $ 12,409        
Cost [15],[21],[23]   12,226        
Fair Value [15],[21],[23]   $ 12,285        
Percentage of Net Assets [15],[21],[23]   0.67% 0.67% 0.67% 0.67%  
Investment, Identifier [Axis]: Encore Holdings, LLC, First Lien Debt 3            
Variable interest rate [15],[21]   4.00% 4.00% 4.00% 4.00%  
Interest Rate [15],[16],[21]   11.50% 11.50% 11.50% 11.50%  
Par Amount [15],[17],[21]   $ 0        
Cost [15],[21]   (5)        
Fair Value [15],[21]   $ (2)        
Percentage of Net Assets [15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Energy Labs Holdings Corp.            
Unfunded Commitment           $ 39
Fair Value           $ 0
Investment, Identifier [Axis]: Energy Labs Holdings Corp. 1            
Variable interest rate [3],[11]           5.25%
Interest Rate [3],[11],[12]           10.71%
Par Amount [3],[11]           $ 384
Cost [3],[10],[11]           379
Fair Value [3],[11]           $ 379
Percentage of Net Assets [3],[11]           0.02%
Unfunded Commitment   $ 477        
Fair Value   (4)        
Investment, Identifier [Axis]: Energy Labs Holdings Corp. 2            
Variable interest rate [3],[11]           5.25%
Interest Rate [3],[11],[12]           10.71%
Par Amount [3],[11]           $ 36
Cost [3],[10],[11]           36
Fair Value [3],[11]           $ 36
Percentage of Net Assets [3],[11]           0.00%
Unfunded Commitment   222        
Fair Value   $ (3)        
Investment, Identifier [Axis]: Energy Labs Holdings Corp. 3            
Variable interest rate [3],[11],[13]           5.25%
Interest Rate [3],[11],[12],[13]           10.71%
Par Amount [3],[11],[13]           $ 24
Cost [3],[10],[11],[13]           23
Fair Value [3],[11],[13]           $ 23
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Energy Labs Holdings Corp., First Lien Debt 1            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.46% 9.46% 9.46% 9.46%  
Par Amount [14],[15],[17]   $ 467        
Cost [14],[15]   462        
Fair Value [14],[15]   $ 461        
Percentage of Net Assets [14],[15]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Energy Labs Holdings Corp., First Lien Debt 2            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.46% 9.46% 9.46% 9.46%  
Par Amount [14],[15],[17]   $ 195        
Cost [14],[15]   189        
Fair Value [14],[15]   $ 189        
Percentage of Net Assets [14],[15]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Energy Labs Holdings Corp., First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.46% 9.46% 9.46% 9.46%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (2)        
Fair Value [14],[15],[21]   $ (3)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Essential Services Holding Corporation 1            
Unfunded Commitment   $ 4,773        
Fair Value   0        
Investment, Identifier [Axis]: Essential Services Holding Corporation 2            
Unfunded Commitment   2,983        
Fair Value   $ 0        
Investment, Identifier [Axis]: Essential Services Holding Corporation, First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.65% 9.65% 9.65% 9.65%  
Par Amount [15],[17],[23]   $ 17,244        
Cost [15],[23]   17,082        
Fair Value [15],[23]   $ 17,244        
Percentage of Net Assets [15],[23]   0.94% 0.94% 0.94% 0.94%  
Investment, Identifier [Axis]: Essential Services Holding Corporation, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.65% 9.65% 9.65% 9.65%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (22)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Essential Services Holding Corporation, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.65% 9.65% 9.65% 9.65%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (27)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Everbridge Holdings, LLC 1            
Unfunded Commitment   $ 6,783        
Fair Value   0        
Investment, Identifier [Axis]: Everbridge Holdings, LLC 2            
Unfunded Commitment   4,463        
Fair Value   $ 0        
Investment, Identifier [Axis]: Everbridge Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.59% 9.59% 9.59% 9.59%  
Par Amount [15],[17],[23]   $ 39,380        
Cost [15],[23]   39,194        
Fair Value [15],[23]   $ 39,380        
Percentage of Net Assets [15],[23]   2.14% 2.14% 2.14% 2.14%  
Investment, Identifier [Axis]: Everbridge Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.59% 9.59% 9.59% 9.59%  
Par Amount [15],[17],[21],[23]   $ 4,374        
Cost [15],[21],[23]   4,337        
Fair Value [15],[21],[23]   $ 4,374        
Percentage of Net Assets [15],[21],[23]   0.24% 0.24% 0.24% 0.24%  
Investment, Identifier [Axis]: Everbridge Holdings, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.59% 9.59% 9.59% 9.59%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (21)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Excelitas Technologies Corp. 1            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.23%
Par Amount [3],[22]           $ 1,455
Cost [3],[10],[22]           1,431
Fair Value [3],[22]           $ 1,442
Percentage of Net Assets [3],[22]           0.08%
Unfunded Commitment   $ 44       $ 44
Fair Value   0       $ 0
Investment, Identifier [Axis]: Excelitas Technologies Corp. 2            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           9.74%
Par Amount [3],[22]           $ 239
Cost [3],[10],[22]           244
Fair Value [3],[22]           $ 262
Percentage of Net Assets [3],[22]           0.02%
Unfunded Commitment   2,000       $ 51
Fair Value   (19)       $ 0
Investment, Identifier [Axis]: Excelitas Technologies Corp. 3            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.23%
Par Amount [3],[13],[22]           $ 126
Cost [3],[10],[13],[22]           124
Fair Value [3],[13],[22]           $ 125
Percentage of Net Assets [3],[13],[22]           0.01%
Unfunded Commitment   131        
Fair Value   $ (1)        
Investment, Identifier [Axis]: Excelitas Technologies Corp. 4            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.23%
Par Amount [3],[13],[22]           $ 80
Cost [3],[10],[13],[22]           78
Fair Value [3],[13],[22]           $ 79
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Excelitas Technologies Corp., First Lien Debt 1            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.61% 9.61% 9.61% 9.61%  
Par Amount [15],[17],[23]   $ 1,298        
Cost [15],[23]   1,278        
Fair Value [15],[23]   $ 1,284        
Percentage of Net Assets [15],[23]   0.07% 0.07% 0.07% 0.07%  
Investment, Identifier [Axis]: Excelitas Technologies Corp., First Lien Debt 2            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   8.11% 8.11% 8.11% 8.11%  
Par Amount | € [15],[17],[23]       € 237    
Cost [15],[23]   $ 242        
Fair Value [15],[23]   $ 243        
Percentage of Net Assets [15],[23]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Excelitas Technologies Corp., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.61% 9.61% 9.61% 9.61%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (13)        
Fair Value [15],[21],[23]   $ (20)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Excelitas Technologies Corp., First Lien Debt 4            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.61% 9.61% 9.61% 9.61%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (2)        
Fair Value [15],[21],[23]   $ (1)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: FLS Holding, Inc.            
Unfunded Commitment   $ 901       $ 1,802
Fair Value   $ (96)       $ (11)
Investment, Identifier [Axis]: FLS Holding, Inc. 1            
Variable interest rate [3],[11],[26]           5.25%
Interest Rate [3],[11],[12],[26]           10.77%
Par Amount [3],[11],[26]           $ 19,025
Cost [3],[10],[11],[26]           18,733
Fair Value [3],[11],[26]           $ 18,911
Percentage of Net Assets [3],[11],[26]           1.10%
Investment, Identifier [Axis]: FLS Holding, Inc. 2            
Variable interest rate [3],[11],[26]           5.25%
Interest Rate [3],[11],[12],[26]           10.77%
Par Amount [3],[11],[26]           $ 4,461
Cost [3],[10],[11],[26]           4,390
Fair Value [3],[11],[26]           $ 4,434
Percentage of Net Assets [3],[11],[26]           0.26%
Investment, Identifier [Axis]: FLS Holding, Inc. 3            
Variable interest rate [3],[11],[13],[26]           5.25%
Interest Rate [3],[11],[12],[13],[26]           10.77%
Par Amount [3],[11],[13],[26]           $ 0
Cost [3],[10],[11],[13],[26]           (24)
Fair Value [3],[11],[13],[26]           $ (11)
Percentage of Net Assets [3],[11],[13],[26]           0.00%
Investment, Identifier [Axis]: FLS Holding, Inc., First Lien Debt 1            
Variable interest rate [14],[15],[27]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[27]   9.71% 9.71% 9.71% 9.71%  
Par Amount [14],[15],[17],[27]   $ 18,833        
Cost [14],[15],[27]   18,591        
Fair Value [14],[15],[27]   $ 16,825        
Percentage of Net Assets [14],[15],[27]   0.91% 0.91% 0.91% 0.91%  
Investment, Identifier [Axis]: FLS Holding, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[27]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[27]   9.71% 9.71% 9.71% 9.71%  
Par Amount [14],[15],[17],[27]   $ 4,416        
Cost [14],[15],[27]   4,357        
Fair Value [14],[15],[27]   $ 3,945        
Percentage of Net Assets [14],[15],[27]   0.21% 0.21% 0.21% 0.21%  
Investment, Identifier [Axis]: FLS Holding, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21],[27]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21],[27]   9.71% 9.71% 9.71% 9.71%  
Par Amount [14],[15],[17],[21],[27]   $ 901        
Cost [14],[15],[21],[27]   883        
Fair Value [14],[15],[21],[27]   $ 709        
Percentage of Net Assets [14],[15],[21],[27]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: FMG Suite Holdings, LLC            
Unfunded Commitment   $ 2,319       $ 1,542
Fair Value   $ (18)       $ (10)
Investment, Identifier [Axis]: FMG Suite Holdings, LLC 1            
Variable interest rate [3],[11]           5.50%
Interest Rate [3],[11],[12]           10.78%
Par Amount [3],[11]           $ 23,574
Cost [3],[10],[11]           23,267
Fair Value [3],[11]           $ 23,392
Percentage of Net Assets [3],[11]           1.36%
Investment, Identifier [Axis]: FMG Suite Holdings, LLC 2            
Variable interest rate [3],[11]           5.50%
Interest Rate [3],[11],[12]           10.78%
Par Amount [3],[11]           $ 4,568
Cost [3],[10],[11]           4,521
Fair Value [3],[11]           $ 4,538
Percentage of Net Assets [3],[11]           0.26%
Investment, Identifier [Axis]: FMG Suite Holdings, LLC 3            
Variable interest rate [3],[13]           4.25%
Interest Rate [3],[12],[13]           12.75%
Par Amount [3],[13]           $ 777
Cost [3],[10],[13]           753
Fair Value [3],[13]           $ 762
Percentage of Net Assets [3],[13]           0.04%
Investment, Identifier [Axis]: FMG Suite Holdings, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16]   9.85% 9.85% 9.85% 9.85%  
Par Amount [14],[15],[17]   $ 23,534        
Cost [14],[15]   23,319        
Fair Value [14],[15]   $ 23,371        
Percentage of Net Assets [14],[15]   1.27% 1.27% 1.27% 1.27%  
Investment, Identifier [Axis]: FMG Suite Holdings, LLC, First Lien Debt 2            
Variable interest rate [14],[15]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16]   9.85% 9.85% 9.85% 9.85%  
Par Amount [14],[15],[17]   $ 4,522        
Cost [14],[15]   4,492        
Fair Value [14],[15]   $ 4,487        
Percentage of Net Assets [14],[15]   0.24% 0.24% 0.24% 0.24%  
Investment, Identifier [Axis]: FMG Suite Holdings, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16],[21]   9.85% 9.85% 9.85% 9.85%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (16)        
Fair Value [14],[15],[21]   $ (18)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: FORTIS Solutions Group, LLC            
Variable interest rate [3],[25]           12.25%
Par Amount, Shares (in shares) | shares [3],[25]           1,000,000
Cost [3],[10],[25]           $ 1,179
Fair Value [3],[25]           $ 970
Percentage of Net Assets [3],[25]           0.06%
Investment, Identifier [Axis]: FORTIS Solutions Group, LLC 1            
Variable interest rate [3],[22]           5.50%
Interest Rate [3],[12],[22]           10.95%
Par Amount [3],[22]           $ 26,772
Cost [3],[10],[22]           26,371
Fair Value [3],[22]           $ 26,772
Percentage of Net Assets [3],[22]           1.56%
Unfunded Commitment           $ 908
Fair Value           $ 0
Investment, Identifier [Axis]: FORTIS Solutions Group, LLC 2            
Variable interest rate [3],[13],[22]           5.50%
Interest Rate [3],[12],[13],[22]           10.95%
Par Amount [3],[13],[22]           $ 104
Cost [3],[10],[13],[22]           96
Fair Value [3],[13],[22]           $ 104
Percentage of Net Assets [3],[13],[22]           0.01%
Unfunded Commitment           $ 2,564
Fair Value           $ 0
Investment, Identifier [Axis]: FORTIS Solutions Group, LLC 3            
Variable interest rate [3],[13],[22]           5.50%
Interest Rate [3],[12],[13],[22]           10.95%
Par Amount [3],[13],[22]           $ 135
Cost [3],[10],[13],[22]           101
Fair Value [3],[13],[22]           $ 135
Percentage of Net Assets [3],[13],[22]           0.01%
Investment, Identifier [Axis]: FORTIS Solutions Group, LLC 1            
Unfunded Commitment   $ 688        
Fair Value   0        
Investment, Identifier [Axis]: FORTIS Solutions Group, LLC 2            
Unfunded Commitment   1,754        
Fair Value   $ 0        
Investment, Identifier [Axis]: FORTIS Solutions Group, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   9.93% 9.93% 9.93% 9.93%  
Par Amount [15],[17],[23]   $ 26,676        
Cost [15],[23]   26,346        
Fair Value [15],[23]   $ 26,676        
Percentage of Net Assets [15],[23]   1.45% 1.45% 1.45% 1.45%  
Investment, Identifier [Axis]: FORTIS Solutions Group, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   9.93% 9.93% 9.93% 9.93%  
Par Amount [15],[17],[21],[23]   $ 145        
Cost [15],[21],[23]   140        
Fair Value [15],[21],[23]   $ 145        
Percentage of Net Assets [15],[21],[23]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: FORTIS Solutions Group, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   9.93% 9.93% 9.93% 9.93%  
Par Amount [15],[17],[21],[23]   $ 945        
Cost [15],[21],[23]   920        
Fair Value [15],[21],[23]   $ 945        
Percentage of Net Assets [15],[21],[23]   0.05% 0.05% 0.05% 0.05%  
Investment, Identifier [Axis]: FORTIS Solutions Group, LLC, Preferred Equity            
Variable interest rate [15],[19]   12.25% 12.25% 12.25% 12.25%  
Par Amount, Shares (in shares) | shares [15],[17],[19]   1,000,000 1,000,000 1,000,000 1,000,000  
Cost [15],[19]   $ 1,337        
Fair Value [15],[19]   $ 980        
Percentage of Net Assets [15],[19]   0.05% 0.05% 0.05% 0.05%  
Investment, Identifier [Axis]: FPG Intermediate Holdco, LLC            
Variable interest rate [3],[11]           6.50%
Interest Rate [3],[11],[12]           12.04%
Par Amount [3],[11]           $ 418
Cost [3],[10],[11]           412
Fair Value [3],[11]           $ 385
Percentage of Net Assets [3],[11]           0.02%
Unfunded Commitment   $ 6        
Fair Value   $ 0        
Investment, Identifier [Axis]: FPG Intermediate Holdco, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[29]   6.75% 6.75% 6.75% 6.75%  
Interest rate, PIK [14],[15],[29]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16],[29]   11.09% 11.09% 11.09% 11.09%  
Par Amount [14],[15],[17],[29]   $ 435        
Cost [14],[15],[29]   431        
Fair Value [14],[15],[29]   $ 346        
Percentage of Net Assets [14],[15],[29]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: FPG Intermediate Holdco, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21],[29]   6.75% 6.75% 6.75% 6.75%  
Interest rate, PIK [14],[15],[21],[29]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16],[21],[29]   11.09% 11.09% 11.09% 11.09%  
Par Amount [14],[15],[17],[21],[29]   $ 11        
Cost [14],[15],[21],[29]   11        
Fair Value [14],[15],[21],[29]   $ 11        
Percentage of Net Assets [14],[15],[21],[29]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)            
Interest rate, PIK [1],[3]           16.25%
Par Amount [1],[3]           $ 1,500
Cost [1],[3],[10]           1,500
Fair Value [1],[3]           $ 170
Percentage of Net Assets [1],[3]           0.01%
Investment, Identifier [Axis]: Familia Intermediate Holdings I Corp. (Teasdale Latin Foods), Other Debt            
Interest rate, PIK [15],[30]   16.25% 16.25% 16.25% 16.25%  
Interest Rate [15],[16],[30]   16.25% 16.25% 16.25% 16.25%  
Par Amount [15],[17],[30]   $ 1,500        
Cost [15],[30]   1,500        
Fair Value [15],[30]   $ 885        
Percentage of Net Assets [15],[30]   0.05% 0.05% 0.05% 0.05%  
Investment, Identifier [Axis]: Fetch Insurance Services, LLC            
Interest rate, PIK [3]           3.75%
Interest Rate [3]           12.75%
Par Amount [3]           $ 1,953
Cost [3],[10]           1,910
Fair Value [3]           $ 1,894
Percentage of Net Assets [3]           0.11%
Investment, Identifier [Axis]: Fetch Insurance Services, LLC, Other Debt            
Variable interest rate [15]   12.75% 12.75% 12.75% 12.75%  
Interest rate, PIK [15]   3.75% 3.75% 3.75% 3.75%  
Interest Rate [15],[16]   12.75% 12.75% 12.75% 12.75%  
Par Amount [15],[17]   $ 2,029        
Cost [15]   1,995        
Fair Value [15]   $ 2,009        
Percentage of Net Assets [15]   0.11% 0.11% 0.11% 0.11%  
Investment, Identifier [Axis]: Flexera Software, LLC            
Variable interest rate [3],[11]           7.00%
Interest Rate [3],[11],[12]           12.47%
Par Amount [3],[11]           $ 13,500
Cost [3],[10],[11]           13,303
Fair Value [3],[11]           $ 13,500
Percentage of Net Assets [3],[11]           0.78%
Investment, Identifier [Axis]: Formstack Acquisition Co 1            
Unfunded Commitment   $ 3,273        
Fair Value   (21)        
Investment, Identifier [Axis]: Formstack Acquisition Co 2            
Unfunded Commitment   1,969        
Fair Value   $ (12)        
Investment, Identifier [Axis]: Formstack Acquisition Co, First Lien Debt 1            
Variable interest rate [14],[15]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16]   9.58% 9.58% 9.58% 9.58%  
Par Amount [14],[15],[17]   $ 10,896        
Cost [14],[15]   10,749        
Fair Value [14],[15]   $ 10,828        
Percentage of Net Assets [14],[15]   0.59% 0.59% 0.59% 0.59%  
Investment, Identifier [Axis]: Formstack Acquisition Co, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.58% 9.58% 9.58% 9.58%  
Par Amount [14],[15],[17],[21]   $ 1,089        
Cost [14],[15],[21]   1,053        
Fair Value [14],[15],[21]   $ 1,061        
Percentage of Net Assets [14],[15],[21]   0.06% 0.06% 0.06% 0.06%  
Investment, Identifier [Axis]: Formstack Acquisition Co, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.58% 9.58% 9.58% 9.58%  
Par Amount [14],[15],[17],[21]   $ 219        
Cost [14],[15],[21]   190        
Fair Value [14],[15],[21]   $ 205        
Percentage of Net Assets [14],[15],[21]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Foundation Risk Partners Corp.            
Unfunded Commitment   $ 6,709       $ 4,571
Fair Value   $ 0       $ 0
Investment, Identifier [Axis]: Foundation Risk Partners Corp. 1            
Variable interest rate [3],[22]           6.00%
Interest Rate [3],[12],[22]           11.45%
Par Amount [3],[22]           $ 42,533
Cost [3],[10],[22]           42,053
Fair Value [3],[22]           $ 42,533
Percentage of Net Assets [3],[22]           2.47%
Investment, Identifier [Axis]: Foundation Risk Partners Corp. 2            
Variable interest rate [3],[22]           6.00%
Interest Rate [3],[12],[22]           11.45%
Par Amount [3],[22]           $ 9,251
Cost [3],[10],[22]           9,146
Fair Value [3],[22]           $ 9,251
Percentage of Net Assets [3],[22]           0.54%
Investment, Identifier [Axis]: Foundation Risk Partners Corp. 3            
Variable interest rate [3],[13],[22]           6.00%
Interest Rate [3],[12],[13],[22]           11.45%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (44)
Fair Value [3],[13],[22]           $ 0
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Foundation Risk Partners Corp., First Lien Debt 1            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[23]   $ 42,100        
Cost [15],[23]   41,635        
Fair Value [15],[23]   $ 42,100        
Percentage of Net Assets [15],[23]   2.29% 2.29% 2.29% 2.29%  
Investment, Identifier [Axis]: Foundation Risk Partners Corp., First Lien Debt 2            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[23]   $ 9,156        
Cost [15],[23]   9,056        
Fair Value [15],[23]   $ 9,156        
Percentage of Net Assets [15],[23]   0.50% 0.50% 0.50% 0.50%  
Investment, Identifier [Axis]: Foundation Risk Partners Corp., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (60)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Frisbee Holdings, LP (Fetch)            
Par Amount, Shares (in shares) | shares [3],[25]           21,744
Cost [3],[10],[25]           $ 277
Fair Value [3],[25]           $ 277
Percentage of Net Assets [3],[25]           0.02%
Investment, Identifier [Axis]: Frisbee Holdings, LP (Fetch), Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   21,744 21,744 21,744 21,744  
Cost [15],[19],[20]   $ 277        
Fair Value [15],[19],[20]   $ 350        
Percentage of Net Assets [15],[19],[20]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: Fullsteam Operations, LLC            
Par Amount, Shares (in shares) | shares [3],[25]           3,043
Cost [3],[10],[25]           $ 100
Fair Value [3],[25]           $ 100
Percentage of Net Assets [3],[25]           0.01%
Investment, Identifier [Axis]: Fullsteam Operations, LLC 1            
Variable interest rate [3],[11]           8.25%
Interest Rate [3],[11],[12]           13.78%
Par Amount [3],[11]           $ 10,860
Cost [3],[10],[11]           10,538
Fair Value [3],[11]           $ 10,538
Percentage of Net Assets [3],[11]           0.61%
Unfunded Commitment   $ 4,083       $ 3,902
Fair Value   0       $ (68)
Investment, Identifier [Axis]: Fullsteam Operations, LLC 2            
Variable interest rate [3],[11],[13]           8.25%
Interest Rate [3],[11],[12],[13]           13.78%
Par Amount [3],[11],[13]           $ 1,034
Cost [3],[10],[11],[13]           947
Fair Value [3],[11],[13]           $ 946
Percentage of Net Assets [3],[11],[13]           0.05%
Unfunded Commitment   807       $ 608
Fair Value   0       $ (18)
Investment, Identifier [Axis]: Fullsteam Operations, LLC 3            
Variable interest rate [3],[11],[13]           8.25%
Interest Rate [3],[11],[12],[13]           13.78%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (18)
Fair Value [3],[11],[13]           $ (18)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   2,250        
Fair Value   0        
Investment, Identifier [Axis]: Fullsteam Operations, LLC 4            
Unfunded Commitment   250        
Fair Value   0        
Investment, Identifier [Axis]: Fullsteam Operations, LLC 5            
Unfunded Commitment   608        
Fair Value   $ 0        
Investment, Identifier [Axis]: Fullsteam Operations, LLC, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   2,966 2,966 2,966 2,966  
Cost [15],[19],[20]   $ 100        
Fair Value [15],[19],[20]   $ 239        
Percentage of Net Assets [15],[19],[20]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Fullsteam Operations, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   8.25% 8.25% 8.25% 8.25%  
Interest Rate [14],[15],[16]   12.91% 12.91% 12.91% 12.91%  
Par Amount [14],[15],[17]   $ 10,860        
Cost [14],[15]   10,576        
Fair Value [14],[15]   $ 10,860        
Percentage of Net Assets [14],[15]   0.59% 0.59% 0.59% 0.59%  
Investment, Identifier [Axis]: Fullsteam Operations, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   8.25% 8.25% 8.25% 8.25%  
Interest Rate [14],[15],[16],[21]   12.91% 12.91% 12.91% 12.91%  
Par Amount [14],[15],[17],[21]   $ 5,672        
Cost [14],[15],[21]   5,483        
Fair Value [14],[15],[21]   $ 5,672        
Percentage of Net Assets [14],[15],[21]   0.31% 0.31% 0.31% 0.31%  
Investment, Identifier [Axis]: Fullsteam Operations, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   8.25% 8.25% 8.25% 8.25%  
Interest Rate [14],[15],[16],[21]   12.91% 12.91% 12.91% 12.91%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (15)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: GC Waves Holdings, Inc. 1            
Variable interest rate [3],[22]           6.00%
Interest Rate [3],[12],[22]           11.46%
Par Amount [3],[22]           $ 2,302
Cost [3],[10],[22]           2,259
Fair Value [3],[22]           $ 2,259
Percentage of Net Assets [3],[22]           0.13%
Unfunded Commitment   $ 3,398       $ 6,095
Fair Value   (26)       $ (113)
Investment, Identifier [Axis]: GC Waves Holdings, Inc. 2            
Variable interest rate [3],[13],[22]           6.00%
Interest Rate [3],[12],[13],[22]           11.46%
Par Amount [3],[13],[22]           $ 628
Cost [3],[10],[13],[22]           476
Fair Value [3],[13],[22]           $ 503
Percentage of Net Assets [3],[13],[22]           0.03%
Unfunded Commitment   331       $ 331
Fair Value   $ (2)       $ (6)
Investment, Identifier [Axis]: GC Waves Holdings, Inc. 3            
Variable interest rate [3],[13],[22]           6.00%
Interest Rate [3],[12],[13],[22]           11.46%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (6)
Fair Value [3],[13],[22]           $ (6)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: GC Waves Holdings, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.21% 9.21% 9.21% 9.21%  
Par Amount [15],[17],[23]   $ 8,909        
Cost [15],[23]   8,830        
Fair Value [15],[23]   $ 8,841        
Percentage of Net Assets [15],[23]   0.48% 0.48% 0.48% 0.48%  
Investment, Identifier [Axis]: GC Waves Holdings, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.21% 9.21% 9.21% 9.21%  
Par Amount [15],[17],[21],[23]   $ 463        
Cost [15],[21],[23]   368        
Fair Value [15],[21],[23]   $ 434        
Percentage of Net Assets [15],[21],[23]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: GC Waves Holdings, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.21% 9.21% 9.21% 9.21%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (5)        
Fair Value [15],[21],[23]   $ (3)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: GI DI Cornfield Acquisition, LLC            
Unfunded Commitment   $ 15,667        
Fair Value   $ (152)        
Investment, Identifier [Axis]: GI DI Cornfield Acquisition, LLC, First Lien Debt 1            
Variable interest rate [15]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16]   8.84% 8.84% 8.84% 8.84%  
Par Amount [15],[17]   $ 30,393        
Cost [15]   29,999        
Fair Value [15]   $ 30,098        
Percentage of Net Assets [15]   1.63% 1.63% 1.63% 1.63%  
Investment, Identifier [Axis]: GI DI Cornfield Acquisition, LLC, First Lien Debt 2            
Variable interest rate [15],[21]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21]   8.84% 8.84% 8.84% 8.84%  
Par Amount [15],[17],[21]   $ 0        
Cost [15],[21]   (99)        
Fair Value [15],[21]   $ (152)        
Percentage of Net Assets [15],[21]   (0.01%) (0.01%) (0.01%) (0.01%)  
Investment, Identifier [Axis]: GPS Merger Sub, LLC 1            
Variable interest rate [3],[11],[18]           6.00%
Interest Rate [3],[11],[12],[18]           11.38%
Par Amount [3],[11],[18]           $ 4,927
Cost [3],[10],[11],[18]           4,831
Fair Value [3],[11],[18]           $ 4,831
Percentage of Net Assets [3],[11],[18]           0.28%
Unfunded Commitment   $ 1,274       $ 1,274
Fair Value   0       $ (12)
Investment, Identifier [Axis]: GPS Merger Sub, LLC 2            
Variable interest rate [3],[11],[13]           6.00%
Interest Rate [3],[11],[12],[13]           11.38%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (12)
Fair Value [3],[11],[13]           $ (12)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   1,019       $ 1,019
Fair Value   $ 0       $ (20)
Investment, Identifier [Axis]: GPS Merger Sub, LLC 3            
Variable interest rate [3],[11],[13]           6.00%
Interest Rate [3],[11],[12],[13]           11.38%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (20)
Fair Value [3],[11],[13]           $ (20)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: GPS Merger Sub, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.36% 10.36% 10.36% 10.36%  
Par Amount [14],[15],[17]   $ 6,786        
Cost [14],[15]   6,675        
Fair Value [14],[15]   $ 6,757        
Percentage of Net Assets [14],[15]   0.37% 0.37% 0.37% 0.37%  
Investment, Identifier [Axis]: GPS Merger Sub, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21]   10.36% 10.36% 10.36% 10.36%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (10)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: GPS Merger Sub, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21]   10.36% 10.36% 10.36% 10.36%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (16)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: GS AcquisitionCo, Inc.            
Unfunded Commitment           $ 2,420
Fair Value           $ 0
Investment, Identifier [Axis]: GS AcquisitionCo, Inc. 1            
Variable interest rate [3],[11],[18]           5.50%
Interest Rate [3],[11],[12],[18]           11.00%
Par Amount [3],[11],[18]           $ 75,145
Cost [3],[10],[11],[18]           74,784
Fair Value [3],[11],[18]           $ 75,145
Percentage of Net Assets [3],[11],[18]           4.37%
Unfunded Commitment   $ 51        
Fair Value   0        
Investment, Identifier [Axis]: GS AcquisitionCo, Inc. 2            
Variable interest rate [3],[11],[13]           5.50%
Interest Rate [3],[11],[12],[13]           11.00%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (13)
Fair Value [3],[11],[13]           $ 0
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   2,470        
Fair Value   $ 0        
Investment, Identifier [Axis]: GS AcquisitionCo, Inc., First Lien Debt 1            
Variable interest rate [14],[15],[24]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[24]   9.58% 9.58% 9.58% 9.58%  
Par Amount [14],[15],[17],[24]   $ 74,547        
Cost [14],[15],[24]   74,178        
Fair Value [14],[15],[24]   $ 74,547        
Percentage of Net Assets [14],[15],[24]   4.05% 4.05% 4.05% 4.05%  
Investment, Identifier [Axis]: GS AcquisitionCo, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.58% 9.58% 9.58% 9.58%  
Par Amount [14],[15],[17],[21]   $ 15        
Cost [14],[15],[21]   14        
Fair Value [14],[15],[21]   $ 15        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: GS AcquisitionCo, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.58% 9.58% 9.58% 9.58%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (13)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: GSM Acquisition Corp. (GSM Outdoors)            
Unfunded Commitment           $ 4,280
Fair Value           $ (43)
Investment, Identifier [Axis]: GSM Acquisition Corp. (GSM Outdoors) 1            
Variable interest rate [3],[11],[18]           5.00%
Interest Rate [3],[11],[12],[18]           10.47%
Par Amount [3],[11],[18]           $ 17,269
Cost [3],[10],[11],[18]           17,170
Fair Value [3],[11],[18]           $ 17,096
Percentage of Net Assets [3],[11],[18]           0.99%
Investment, Identifier [Axis]: GSM Acquisition Corp. (GSM Outdoors) 2            
Variable interest rate [3],[11]           5.00%
Interest Rate [3],[11],[12]           10.47%
Par Amount [3],[11]           $ 4,445
Cost [3],[10],[11]           4,411
Fair Value [3],[11]           $ 4,400
Percentage of Net Assets [3],[11]           0.26%
Investment, Identifier [Axis]: GSM Acquisition Corp. (GSM Outdoors) 3            
Variable interest rate [3],[11],[13]           5.00%
Interest Rate [3],[11],[12],[13]           10.47%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (29)
Fair Value [3],[11],[13]           $ (43)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: GSM Equity Investors, LP (GSM Outdoors)            
Par Amount, Shares (in shares) | shares [3],[25]           4,500
Cost [3],[10],[25]           $ 450
Fair Value [3],[25]           $ 884
Percentage of Net Assets [3],[25]           0.05%
Investment, Identifier [Axis]: Galway Borrower, LLC 1            
Variable interest rate [3],[22]           5.25%
Interest Rate [3],[12],[22]           10.71%
Par Amount [3],[22]           $ 33,377
Cost [3],[10],[22]           32,879
Fair Value [3],[22]           $ 32,430
Percentage of Net Assets [3],[22]           1.88%
Unfunded Commitment   $ 1,257       $ 1,712
Fair Value   0       $ (18)
Investment, Identifier [Axis]: Galway Borrower, LLC 2            
Variable interest rate [3],[13],[22]           5.25%
Interest Rate [3],[12],[13],[22]           10.71%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (15)
Fair Value [3],[13],[22]           $ (18)
Percentage of Net Assets [3],[13],[22]           0.00%
Unfunded Commitment   2,029       $ 2,053
Fair Value   $ 0       $ (60)
Investment, Identifier [Axis]: Galway Borrower, LLC 3            
Variable interest rate [3],[13],[22]           5.25%
Interest Rate [3],[12],[13],[22]           10.71%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (26)
Fair Value [3],[13],[22]           $ (59)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Galway Borrower, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[23]   8.83% 8.83% 8.83% 8.83%  
Par Amount [15],[17],[23]   $ 30,430        
Cost [15],[23]   30,061        
Fair Value [15],[23]   $ 30,430        
Percentage of Net Assets [15],[23]   1.65% 1.65% 1.65% 1.65%  
Investment, Identifier [Axis]: Galway Borrower, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21],[23]   8.83% 8.83% 8.83% 8.83%  
Par Amount [15],[17],[21],[23]   $ 1,698        
Cost [15],[21],[23]   1,668        
Fair Value [15],[21],[23]   $ 1,698        
Percentage of Net Assets [15],[21],[23]   0.09% 0.09% 0.09% 0.09%  
Investment, Identifier [Axis]: Galway Borrower, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21],[23]   8.83% 8.83% 8.83% 8.83%  
Par Amount [15],[17],[21],[23]   $ 185        
Cost [15],[21],[23]   160        
Fair Value [15],[21],[23]   $ 185        
Percentage of Net Assets [15],[21],[23]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Gateway US Holdings, Inc.            
Unfunded Commitment   $ 30       $ 30
Fair Value   $ 0       $ 0
Investment, Identifier [Axis]: Gateway US Holdings, Inc. 1            
Variable interest rate [3],[22],[26]           6.50%
Interest Rate [3],[12],[22],[26]           11.85%
Par Amount [3],[22],[26]           $ 750
Cost [3],[10],[22],[26]           745
Fair Value [3],[22],[26]           $ 750
Percentage of Net Assets [3],[22],[26]           0.04%
Investment, Identifier [Axis]: Gateway US Holdings, Inc. 2            
Variable interest rate [3],[22],[26]           6.50%
Interest Rate [3],[12],[22],[26]           11.85%
Par Amount [3],[22],[26]           $ 211
Cost [3],[10],[22],[26]           210
Fair Value [3],[22],[26]           $ 211
Percentage of Net Assets [3],[22],[26]           0.01%
Investment, Identifier [Axis]: Gateway US Holdings, Inc. 3            
Variable interest rate [3],[13],[22],[26]           6.50%
Interest Rate [3],[12],[13],[22],[26]           11.85%
Par Amount [3],[13],[22],[26]           $ 0
Cost [3],[10],[13],[22],[26]           0
Fair Value [3],[13],[22],[26]           $ 0
Percentage of Net Assets [3],[13],[22],[26]           0.00%
Investment, Identifier [Axis]: Gateway US Holdings, Inc., First Lien Debt 1            
Variable interest rate [15],[23],[27]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23],[27]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[23],[27]   $ 744        
Cost [15],[23],[27]   740        
Fair Value [15],[23],[27]   $ 744        
Percentage of Net Assets [15],[23],[27]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: Gateway US Holdings, Inc., First Lien Debt 2            
Variable interest rate [15],[23],[27]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23],[27]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[23],[27]   $ 210        
Cost [15],[23],[27]   209        
Fair Value [15],[23],[27]   $ 210        
Percentage of Net Assets [15],[23],[27]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Gateway US Holdings, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23],[27]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23],[27]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21],[23],[27]   $ 0        
Cost [15],[21],[23],[27]   0        
Fair Value [15],[21],[23],[27]   $ 0        
Percentage of Net Assets [15],[21],[23],[27]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Granicus, Inc. 1            
Unfunded Commitment   $ 1,955        
Fair Value   (2)        
Investment, Identifier [Axis]: Granicus, Inc. 2            
Unfunded Commitment   1,800        
Fair Value   $ 0        
Investment, Identifier [Axis]: Granicus, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   5.75% 5.75% 5.75% 5.75%  
Interest rate, PIK [15],[23]   2.25% 2.25% 2.25% 2.25%  
Interest Rate [15],[16],[23]   10.34% 10.34% 10.34% 10.34%  
Par Amount [15],[17],[23]   $ 12,874        
Cost [15],[23]   12,761        
Fair Value [15],[23]   $ 12,874        
Percentage of Net Assets [15],[23]   0.70% 0.70% 0.70% 0.70%  
Investment, Identifier [Axis]: Granicus, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest rate, PIK [15],[21],[23]   2.25% 2.25% 2.25% 2.25%  
Interest Rate [15],[16],[21],[23]   10.34% 10.34% 10.34% 10.34%  
Par Amount [15],[17],[21],[23]   $ 6,972        
Cost [15],[21],[23]   6,906        
Fair Value [15],[21],[23]   $ 6,970        
Percentage of Net Assets [15],[21],[23]   0.38% 0.38% 0.38% 0.38%  
Investment, Identifier [Axis]: Granicus, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest rate, PIK [15],[21],[23]   2.25% 2.25% 2.25% 2.25%  
Interest Rate [15],[16],[21],[23]   10.34% 10.34% 10.34% 10.34%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (16)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: GraphPad Software, LLC            
Unfunded Commitment           $ 875
Fair Value           $ (3)
Investment, Identifier [Axis]: GraphPad Software, LLC 1            
Variable interest rate [3],[11],[18]           5.50%
Interest Rate [3],[11],[12],[18]           11.20%
Par Amount [3],[11],[18]           $ 14,807
Cost [3],[10],[11],[18]           14,714
Fair Value [3],[11],[18]           $ 14,751
Percentage of Net Assets [3],[11],[18]           0.86%
Unfunded Commitment   $ 7,184        
Fair Value   0        
Investment, Identifier [Axis]: GraphPad Software, LLC 2            
Variable interest rate [3],[13],[18]           5.00%
Interest Rate [3],[12],[13],[18]           13.50%
Par Amount [3],[13],[18]           $ 875
Cost [3],[10],[13],[18]           866
Fair Value [3],[13],[18]           $ 868
Percentage of Net Assets [3],[13],[18]           0.05%
Unfunded Commitment   2,993        
Fair Value   $ 0        
Investment, Identifier [Axis]: GraphPad Software, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[23]   $ 26,824        
Cost [15],[23]   26,698        
Fair Value [15],[23]   $ 26,824        
Percentage of Net Assets [15],[23]   1.46% 1.46% 1.46% 1.46%  
Investment, Identifier [Axis]: GraphPad Software, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21],[23]   $ 796        
Cost [15],[21],[23]   759        
Fair Value [15],[21],[23]   $ 796        
Percentage of Net Assets [15],[21],[23]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: GraphPad Software, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (14)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Ground Penetrating Radar Systems, LLC            
Unfunded Commitment           $ 1,641
Fair Value           $ (14)
Investment, Identifier [Axis]: Ground Penetrating Radar Systems, LLC 1            
Variable interest rate [3],[11],[18]           4.50%
Interest Rate [3],[11],[12],[18]           10.03%
Par Amount [3],[11],[18]           $ 10,202
Cost [3],[10],[11],[18]           10,098
Fair Value [3],[11],[18]           $ 10,114
Percentage of Net Assets [3],[11],[18]           0.59%
Unfunded Commitment   $ 7,733        
Fair Value   0        
Investment, Identifier [Axis]: Ground Penetrating Radar Systems, LLC 2            
Variable interest rate [3],[11],[13]           4.50%
Interest Rate [3],[11],[12],[13]           10.03%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (11)
Fair Value [3],[11],[13]           $ (14)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   2,279        
Fair Value   $ 0        
Investment, Identifier [Axis]: Ground Penetrating Radar Systems, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[24]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[24]   9.77% 9.77% 9.77% 9.77%  
Par Amount [14],[15],[17],[24]   $ 20,460        
Cost [14],[15],[24]   20,183        
Fair Value [14],[15],[24]   $ 20,460        
Percentage of Net Assets [14],[15],[24]   1.11% 1.11% 1.11% 1.11%  
Investment, Identifier [Axis]: Ground Penetrating Radar Systems, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.77% 9.77% 9.77% 9.77%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (52)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Ground Penetrating Radar Systems, LLC, First Lien Debt 3            
Variable interest rate [15],[21]   4.25% 4.25% 4.25% 4.25%  
Interest Rate [15],[16],[21]   11.75% 11.75% 11.75% 11.75%  
Par Amount [15],[17],[21]   $ 326        
Cost [15],[21]   291        
Fair Value [15],[21]   $ 326        
Percentage of Net Assets [15],[21]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: Groundworks, LLC 1            
Variable interest rate [3],[11],[18]           6.50%
Interest Rate [3],[11],[12],[18]           11.90%
Par Amount [3],[11],[18]           $ 1,164
Cost [3],[10],[11],[18]           1,134
Fair Value [3],[11],[18]           $ 1,157
Percentage of Net Assets [3],[11],[18]           0.07%
Unfunded Commitment           $ 54
Fair Value           $ 0
Investment, Identifier [Axis]: Groundworks, LLC 2            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           11.90%
Par Amount [3],[11],[13]           $ 28
Cost [3],[10],[11],[13]           25
Fair Value [3],[11],[13]           $ 28
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment           $ 62
Fair Value           $ 0
Investment, Identifier [Axis]: Groundworks, LLC 3            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           11.90%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (2)
Fair Value [3],[11],[13]           $ 0
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: HSI Halo Acquisition, Inc. 1            
Unfunded Commitment   $ 2,685        
Fair Value   0        
Investment, Identifier [Axis]: HSI Halo Acquisition, Inc. 2            
Unfunded Commitment   2,165        
Fair Value   $ 0        
Investment, Identifier [Axis]: HSI Halo Acquisition, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.59% 9.59% 9.59% 9.59%  
Par Amount [15],[17],[23]   $ 13,587        
Cost [15],[23]   13,458        
Fair Value [15],[23]   $ 13,587        
Percentage of Net Assets [15],[23]   0.74% 0.74% 0.74% 0.74%  
Investment, Identifier [Axis]: HSI Halo Acquisition, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.59% 9.59% 9.59% 9.59%  
Par Amount [15],[17],[21],[23]   $ 563        
Cost [15],[21],[23]   545        
Fair Value [15],[21],[23]   $ 563        
Percentage of Net Assets [15],[21],[23]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: HSI Halo Acquisition, Inc., First Lien Debt 3            
Variable interest rate [15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21]   9.59% 9.59% 9.59% 9.59%  
Par Amount [15],[17],[21]   $ 0        
Cost [15],[21]   (20)        
Fair Value [15],[21]   $ 0        
Percentage of Net Assets [15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Heartland Home Services, First Lien Debt            
Variable interest rate [15],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23]   10.18% 10.18% 10.18% 10.18%  
Par Amount [15],[17],[23]   $ 1,926        
Cost [15],[23]   1,919        
Fair Value [15],[23]   $ 1,825        
Percentage of Net Assets [15],[23]   0.10% 0.10% 0.10% 0.10%  
Investment, Identifier [Axis]: Heartland Home Services, Inc.            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.11%
Par Amount [3],[22]           $ 1,946
Cost [3],[10],[22]           1,936
Fair Value [3],[22]           $ 1,942
Percentage of Net Assets [3],[22]           0.11%
Investment, Identifier [Axis]: Heartland Veterinary Partners, LLC            
Unfunded Commitment   $ 375       $ 375
Fair Value   $ 0       $ (3)
Investment, Identifier [Axis]: Heartland Veterinary Partners, LLC 1            
Variable interest rate [3],[11]           4.75%
Interest Rate [3],[11],[12]           10.21%
Par Amount [3],[11]           $ 1,847
Cost [3],[10],[11]           1,835
Fair Value [3],[11]           $ 1,830
Percentage of Net Assets [3],[11]           0.11%
Investment, Identifier [Axis]: Heartland Veterinary Partners, LLC 2            
Variable interest rate [3],[11]           4.75%
Interest Rate [3],[11],[12]           10.21%
Par Amount [3],[11]           $ 4,182
Cost [3],[10],[11]           4,158
Fair Value [3],[11]           $ 4,143
Percentage of Net Assets [3],[11]           0.24%
Investment, Identifier [Axis]: Heartland Veterinary Partners, LLC 3            
Variable interest rate [3],[11],[13]           4.75%
Interest Rate [3],[11],[12],[13]           10.21%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (2)
Fair Value [3],[11],[13]           $ (3)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Heartland Veterinary Partners, LLC 4            
Variable interest rate [3],[11]           8.00%
Interest Rate [3],[11],[12]           13.46%
Par Amount [3],[11]           $ 3,960
Cost [3],[10],[11]           3,903
Fair Value [3],[11]           $ 3,879
Percentage of Net Assets [3],[11]           0.23%
Investment, Identifier [Axis]: Heartland Veterinary Partners, LLC 5            
Variable interest rate [3],[11]           8.00%
Interest Rate [3],[11],[12]           13.46%
Par Amount [3],[11]           $ 1,540
Cost [3],[10],[11]           1,516
Fair Value [3],[11]           $ 1,508
Percentage of Net Assets [3],[11]           0.09%
Investment, Identifier [Axis]: Heartland Veterinary Partners, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16]   9.47% 9.47% 9.47% 9.47%  
Par Amount [14],[15],[17]   $ 1,828        
Cost [14],[15]   1,820        
Fair Value [14],[15]   $ 1,828        
Percentage of Net Assets [14],[15]   0.10% 0.10% 0.10% 0.10%  
Investment, Identifier [Axis]: Heartland Veterinary Partners, LLC, First Lien Debt 2            
Variable interest rate [14],[15]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16]   9.47% 9.47% 9.47% 9.47%  
Par Amount [14],[15],[17]   $ 4,139        
Cost [14],[15]   4,124        
Fair Value [14],[15]   $ 4,139        
Percentage of Net Assets [14],[15]   0.22% 0.22% 0.22% 0.22%  
Investment, Identifier [Axis]: Heartland Veterinary Partners, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[21]   9.47% 9.47% 9.47% 9.47%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (1)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Heartland Veterinary Partners, LLC, Second Lien Debt 1            
Variable interest rate [14],[15]   14.50% 14.50% 14.50% 14.50%  
Interest rate, PIK [14],[15]   7.00% 7.00% 7.00% 7.00%  
Interest Rate [14],[15],[16]   14.50% 14.50% 14.50% 14.50%  
Par Amount [14],[15],[17]   $ 4,174        
Cost [14],[15]   4,130        
Fair Value [14],[15]   $ 4,174        
Percentage of Net Assets [14],[15]   0.23% 0.23% 0.23% 0.23%  
Investment, Identifier [Axis]: Heartland Veterinary Partners, LLC, Second Lien Debt 2            
Variable interest rate [14],[15]   14.50% 14.50% 14.50% 14.50%  
Interest rate, PIK [14],[15]   7.00% 7.00% 7.00% 7.00%  
Interest Rate [14],[15],[16]   14.50% 14.50% 14.50% 14.50%  
Par Amount [14],[15],[17]   $ 1,623        
Cost [14],[15]   1,605        
Fair Value [14],[15]   $ 1,623        
Percentage of Net Assets [14],[15]   0.09% 0.09% 0.09% 0.09%  
Investment, Identifier [Axis]: Helios Service Partners, LLC 1            
Variable interest rate [3],[11]           6.25%
Interest Rate [3],[11],[12]           11.88%
Par Amount [3],[11]           $ 6,859
Cost [3],[10],[11]           6,703
Fair Value [3],[11]           $ 6,790
Percentage of Net Assets [3],[11]           0.39%
Unfunded Commitment   $ 5,193       $ 5,933
Fair Value   (36)       $ (59)
Investment, Identifier [Axis]: Helios Service Partners, LLC 2            
Variable interest rate [3],[11],[13]           6.25%
Interest Rate [3],[11],[12],[13]           11.88%
Par Amount [3],[11],[13]           $ 6,965
Cost [3],[10],[11],[13]           6,737
Fair Value [3],[11],[13]           $ 6,836
Percentage of Net Assets [3],[11],[13]           0.40%
Unfunded Commitment   1,290       $ 542
Fair Value   $ 0       $ (5)
Investment, Identifier [Axis]: Helios Service Partners, LLC 3            
Variable interest rate [3],[11],[13]           6.00%
Interest Rate [3],[11],[12],[13]           11.62%
Par Amount [3],[11],[13]           $ 748
Cost [3],[10],[11],[13]           719
Fair Value [3],[11],[13]           $ 735
Percentage of Net Assets [3],[11],[13]           0.04%
Investment, Identifier [Axis]: Helios Service Partners, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.59% 9.59% 9.59% 9.59%  
Par Amount [14],[15],[17]   $ 6,790        
Cost [14],[15]   6,678        
Fair Value [14],[15]   $ 6,788        
Percentage of Net Assets [14],[15]   0.37% 0.37% 0.37% 0.37%  
Investment, Identifier [Axis]: Helios Service Partners, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.59% 9.59% 9.59% 9.59%  
Par Amount [14],[15],[17],[21]   $ 11,098        
Cost [14],[15],[21]   10,864        
Fair Value [14],[15],[21]   $ 11,059        
Percentage of Net Assets [14],[15],[21]   0.60% 0.60% 0.60% 0.60%  
Investment, Identifier [Axis]: Helios Service Partners, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.59% 9.59% 9.59% 9.59%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (19)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Help HP SCF Investor, LP (Help/Systems)            
Par Amount, Shares (in shares) | shares [25],[26]           9,619,564
Cost [10],[25],[26]           $ 12,460
Fair Value [25],[26]           $ 15,966
Percentage of Net Assets [25],[26]           0.93%
Investment, Identifier [Axis]: Help HP SCF Investor, LP (Help/Systems), Common Equity            
Par Amount, Shares (in shares) | shares [17],[19],[20],[27]   9,619,564 9,619,564 9,619,564 9,619,564  
Cost [19],[20],[27]   $ 12,461        
Fair Value [19],[20],[27]   $ 17,193        
Percentage of Net Assets [19],[20],[27]   0.93% 0.93% 0.93% 0.93%  
Investment, Identifier [Axis]: Help/Systems Holdings, Inc.            
Variable interest rate [22]           6.75%
Interest Rate [12],[22]           12.35%
Par Amount [22]           $ 17,500
Cost [10],[22]           17,500
Fair Value [22]           $ 14,147
Percentage of Net Assets [22]           0.82%
Investment, Identifier [Axis]: Help/Systems Holdings, Inc., Second Lien Debt            
Variable interest rate [15]   6.75% 6.75% 6.75% 6.75%  
Interest Rate [15],[16]   11.44% 11.44% 11.44% 11.44%  
Par Amount [15],[17]   $ 17,500        
Cost [15]   17,500        
Fair Value [15]   $ 13,576        
Percentage of Net Assets [15]   0.74% 0.74% 0.74% 0.74%  
Investment, Identifier [Axis]: Hercules Borrower, LLC 1            
Unfunded Commitment   $ 4,519        
Fair Value   (14)        
Investment, Identifier [Axis]: Hercules Borrower, LLC 2            
Unfunded Commitment   2,176        
Fair Value   $ (670)        
Investment, Identifier [Axis]: Hercules Borrower, LLC, First Lien Debt            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.68% 9.68% 9.68% 9.68%  
Par Amount [15],[17],[21],[23]     $ 824      
Cost [15],[21],[23]   $ 448        
Fair Value [15],[21],[23]   $ 363        
Percentage of Net Assets [15],[21],[23]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: Higginbotham Insurance Agency, Inc.            
Unfunded Commitment   $ 5,655       $ 1,254
Fair Value   $ (24)       $ 0
Investment, Identifier [Axis]: Higginbotham Insurance Agency, Inc. 1            
Variable interest rate [3],[11],[18]           5.50%
Interest Rate [3],[11],[12],[18]           10.96%
Par Amount [3],[11],[18]           $ 18,295
Cost [3],[10],[11],[18]           18,118
Fair Value [3],[11],[18]           $ 18,290
Percentage of Net Assets [3],[11],[18]           1.06%
Investment, Identifier [Axis]: Higginbotham Insurance Agency, Inc. 2            
Variable interest rate [3],[11],[13]           5.50%
Interest Rate [3],[11],[12],[13]           10.96%
Par Amount [3],[11],[13]           $ 2,494
Cost [3],[10],[11],[13]           2,464
Fair Value [3],[11],[13]           $ 2,493
Percentage of Net Assets [3],[11],[13]           0.14%
Investment, Identifier [Axis]: Higginbotham Insurance Agency, Inc., First Lien Debt 1            
Variable interest rate [14],[15],[24]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [14],[15],[16],[24]   8.86% 8.86% 8.86% 8.86%  
Par Amount [14],[15],[17],[24]   $ 23,662        
Cost [14],[15],[24]   23,484        
Fair Value [14],[15],[24]   $ 23,560        
Percentage of Net Assets [14],[15],[24]   1.28% 1.28% 1.28% 1.28%  
Investment, Identifier [Axis]: Higginbotham Insurance Agency, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [14],[15],[16],[21]   8.86% 8.86% 8.86% 8.86%  
Par Amount [14],[15],[17],[21]   $ 2,304        
Cost [14],[15],[21]   2,260        
Fair Value [14],[15],[21]   $ 2,270        
Percentage of Net Assets [14],[15],[21]   0.12% 0.12% 0.12% 0.12%  
Investment, Identifier [Axis]: High Street Buyer, Inc.            
Unfunded Commitment           $ 2,136
Fair Value           $ 0
Investment, Identifier [Axis]: High Street Buyer, Inc. 1            
Variable interest rate [3],[18],[22]           5.75%
Interest Rate [3],[12],[18],[22]           11.25%
Par Amount [3],[18],[22]           $ 9,890
Cost [3],[10],[18],[22]           9,756
Fair Value [3],[18],[22]           $ 9,890
Percentage of Net Assets [3],[18],[22]           0.57%
Unfunded Commitment   $ 7,587        
Fair Value   (25)        
Investment, Identifier [Axis]: High Street Buyer, Inc. 2            
Variable interest rate [3],[18],[22]           5.75%
Interest Rate [3],[12],[18],[22]           11.25%
Par Amount [3],[18],[22]           $ 39,719
Cost [3],[10],[18],[22]           39,156
Fair Value [3],[18],[22]           $ 39,719
Percentage of Net Assets [3],[18],[22]           2.31%
Unfunded Commitment   2,136        
Fair Value   $ 0        
Investment, Identifier [Axis]: High Street Buyer, Inc. 3            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.25%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (23)
Fair Value [3],[13],[22]           $ 0
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: High Street Buyer, Inc., First Lien Debt 1            
Variable interest rate [15],[23],[24]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23],[24]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[23],[24]   $ 9,789        
Cost [15],[23],[24]   9,682        
Fair Value [15],[23],[24]   $ 9,789        
Percentage of Net Assets [15],[23],[24]   0.53% 0.53% 0.53% 0.53%  
Investment, Identifier [Axis]: High Street Buyer, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[21],[23]   $ 39,313        
Cost [15],[21],[23]   38,797        
Fair Value [15],[21],[23]   $ 39,288        
Percentage of Net Assets [15],[21],[23]   2.13% 2.13% 2.13% 2.13%  
Investment, Identifier [Axis]: High Street Buyer, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (16)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Hootsuite, Inc.            
Unfunded Commitment   $ 2,500        
Fair Value   $ (22)        
Investment, Identifier [Axis]: Hootsuite, Inc., First Lien Debt 1            
Variable interest rate [15],[27]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[27]   9.83% 9.83% 9.83% 9.83%  
Par Amount [15],[17],[27]   $ 22,388        
Cost [15],[27]   22,077        
Fair Value [15],[27]   $ 22,190        
Percentage of Net Assets [15],[27]   1.20% 1.20% 1.20% 1.20%  
Investment, Identifier [Axis]: Hootsuite, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[27]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[27]   9.83% 9.83% 9.83% 9.83%  
Par Amount [15],[17],[21],[27]   $ 0        
Cost [15],[21],[27]   (34)        
Fair Value [15],[21],[27]   $ (22)        
Percentage of Net Assets [15],[21],[27]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Hyland Software, Inc.            
Unfunded Commitment   $ 1,879       $ 1,879
Fair Value   $ 0       $ (21)
Investment, Identifier [Axis]: Hyland Software, Inc. 1            
Variable interest rate [3],[18],[22]           6.00%
Interest Rate [3],[12],[18],[22]           11.36%
Par Amount [3],[18],[22]           $ 39,656
Cost [3],[10],[18],[22]           39,077
Fair Value [3],[18],[22]           $ 39,212
Percentage of Net Assets [3],[18],[22]           2.28%
Investment, Identifier [Axis]: Hyland Software, Inc. 2            
Variable interest rate [3],[13],[22]           6.00%
Interest Rate [3],[12],[13],[22]           11.36%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (27)
Fair Value [3],[13],[22]           $ (21)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Hyland Software, Inc., First Lien Debt 1            
Variable interest rate [15],[23],[24]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [15],[16],[23],[24]   10.36% 10.36% 10.36% 10.36%  
Par Amount [15],[17],[23],[24]   $ 39,259        
Cost [15],[23],[24]   38,748        
Fair Value [15],[23],[24]   $ 39,259        
Percentage of Net Assets [15],[23],[24]   2.13% 2.13% 2.13% 2.13%  
Investment, Identifier [Axis]: Hyland Software, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [15],[16],[21],[23]   10.36% 10.36% 10.36% 10.36%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (22)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: IG Investment Holdings, LLC            
Unfunded Commitment   $ 1,211        
Fair Value   $ (11)        
Investment, Identifier [Axis]: IG Investment Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.57% 9.57% 9.57% 9.57%  
Par Amount [15],[17],[23]   $ 10,788        
Cost [15],[23]   10,684        
Fair Value [15],[23]   $ 10,684        
Percentage of Net Assets [15],[23]   0.58% 0.58% 0.58% 0.58%  
Investment, Identifier [Axis]: IG Investment Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.57% 9.57% 9.57% 9.57%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (12)        
Fair Value [15],[21],[23]   $ (12)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Icefall Parent, Inc.            
Unfunded Commitment   $ 507        
Fair Value   $ (8)        
Investment, Identifier [Axis]: Icefall Parent, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [14],[15],[16]   10.86% 10.86% 10.86% 10.86%  
Par Amount [14],[15],[17]   $ 5,323        
Cost [14],[15]   5,229        
Fair Value [14],[15]   $ 5,239        
Percentage of Net Assets [14],[15]   0.28% 0.28% 0.28% 0.28%  
Investment, Identifier [Axis]: Icefall Parent, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [14],[15],[16],[21]   10.86% 10.86% 10.86% 10.86%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (9)        
Fair Value [14],[15],[21]   $ (8)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Idera, Inc.            
Variable interest rate [3],[22]           6.75%
Interest Rate [3],[12],[22]           12.28%
Par Amount [3],[22]           $ 3,887
Cost [3],[10],[22]           3,865
Fair Value [3],[22]           $ 3,887
Percentage of Net Assets [3],[22]           0.23%
Investment, Identifier [Axis]: Idera, Inc., Second Lien Debt            
Variable interest rate [15],[23]   6.75% 6.75% 6.75% 6.75%  
Interest Rate [15],[16],[23]   11.47% 11.47% 11.47% 11.47%  
Par Amount [15],[17],[23]   $ 2,607        
Cost [15],[23]   2,595        
Fair Value [15],[23]   $ 2,607        
Percentage of Net Assets [15],[23]   0.14% 0.14% 0.14% 0.14%  
Investment, Identifier [Axis]: Imagine 360, LLC 1            
Unfunded Commitment   $ 1,718        
Fair Value   0        
Investment, Identifier [Axis]: Imagine 360, LLC 2            
Unfunded Commitment   1,064        
Fair Value   $ 0        
Investment, Identifier [Axis]: Imagine 360, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.10% 9.10% 9.10% 9.10%  
Par Amount [15],[17],[23]   $ 12,157        
Cost [15],[23]   12,043        
Fair Value [15],[23]   $ 12,157        
Percentage of Net Assets [15],[23]   0.66% 0.66% 0.66% 0.66%  
Investment, Identifier [Axis]: Imagine 360, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.10% 9.10% 9.10% 9.10%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (8)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Imagine 360, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.10% 9.10% 9.10% 9.10%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (10)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Infinite Bidco, LLC 1            
Variable interest rate [2],[3]           6.25%
Interest Rate [2],[3],[12]           11.88%
Par Amount [2],[3]           $ 12,360
Cost [2],[3],[10]           12,043
Fair Value [2],[3]           $ 12,285
Percentage of Net Assets [2],[3]           0.71%
Investment, Identifier [Axis]: Infinite Bidco, LLC 2            
Variable interest rate [2]           7.00%
Interest Rate [2],[12]           12.65%
Par Amount [2]           $ 25,500
Cost [2],[10]           25,446
Fair Value [2]           $ 21,420
Percentage of Net Assets [2]           1.24%
Investment, Identifier [Axis]: Infinite Bidco, LLC, First Lien Debt            
Variable interest rate [15],[28]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [15],[16],[28]   10.77% 10.77% 10.77% 10.77%  
Par Amount [15],[17],[28]   $ 12,235        
Cost [15],[28]   11,986        
Fair Value [15],[28]   $ 12,235        
Percentage of Net Assets [15],[28]   0.66% 0.66% 0.66% 0.66%  
Investment, Identifier [Axis]: Infinite Bidco, LLC, Second Lien Debt            
Variable interest rate [28]   7.00% 7.00% 7.00% 7.00%  
Interest Rate [16],[28]   11.85% 11.85% 11.85% 11.85%  
Par Amount [17],[28]   $ 25,500        
Cost [28]   25,454        
Fair Value [28]   $ 22,440        
Percentage of Net Assets [28]   1.22% 1.22% 1.22% 1.22%  
Investment, Identifier [Axis]: Inszone Mid, LLC 1            
Variable interest rate [3],[11]           5.75%
Interest Rate [3],[11],[12]           11.11%
Par Amount [3],[11]           $ 4,460
Cost [3],[10],[11]           4,372
Fair Value [3],[11]           $ 4,372
Percentage of Net Assets [3],[11]           0.25%
Unfunded Commitment   $ 1,082       $ 6,000
Fair Value   0       $ (64)
Investment, Identifier [Axis]: Inszone Mid, LLC 2            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.11%
Par Amount [3],[11],[13]           $ 533
Cost [3],[10],[11],[13]           463
Fair Value [3],[11],[13]           $ 464
Percentage of Net Assets [3],[11],[13]           0.03%
Unfunded Commitment   10,025       $ 817
Fair Value   0       $ (16)
Investment, Identifier [Axis]: Inszone Mid, LLC 3            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.11%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (16)
Fair Value [3],[11],[13]           $ (16)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   1,569        
Fair Value   $ 0        
Investment, Identifier [Axis]: Inszone Mid, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16]   9.50% 9.50% 9.50% 9.50%  
Par Amount [14],[15],[17]   $ 4,410        
Cost [14],[15]   4,335        
Fair Value [14],[15]   $ 4,410        
Percentage of Net Assets [14],[15]   0.24% 0.24% 0.24% 0.24%  
Investment, Identifier [Axis]: Inszone Mid, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.50% 9.50% 9.50% 9.50%  
Par Amount [14],[15],[17],[21]   $ 5,425        
Cost [14],[15],[21]   5,321        
Fair Value [14],[15],[21]   $ 5,425        
Percentage of Net Assets [14],[15],[21]   0.29% 0.29% 0.29% 0.29%  
Investment, Identifier [Axis]: Inszone Mid, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.50% 9.50% 9.50% 9.50%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (45)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Inszone Mid, LLC, First Lien Debt 4            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.50% 9.50% 9.50% 9.50%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (20)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Integrity Marketing Acquisition, LLC            
Variable interest rate [3],[25]           10.50%
Par Amount, Shares (in shares) | shares [3],[25]           3,250,000
Cost [3],[10],[25]           $ 3,956
Fair Value [3],[25]           $ 3,900
Percentage of Net Assets [3],[25]           0.23%
Unfunded Commitment   $ 434       $ 52
Fair Value   $ 0       $ (1)
Investment, Identifier [Axis]: Integrity Marketing Acquisition, LLC 1            
Variable interest rate [3],[18],[22]           6.00%
Interest Rate [3],[12],[18],[22]           11.39%
Par Amount [3],[18],[22]           $ 392
Cost [3],[10],[18],[22]           385
Fair Value [3],[18],[22]           $ 384
Percentage of Net Assets [3],[18],[22]           0.02%
Investment, Identifier [Axis]: Integrity Marketing Acquisition, LLC 2            
Variable interest rate [3],[18],[22]           6.00%
Interest Rate [3],[12],[18],[22]           11.54%
Par Amount [3],[18],[22]           $ 85,345
Cost [3],[10],[18],[22]           84,685
Fair Value [3],[18],[22]           $ 83,705
Percentage of Net Assets [3],[18],[22]           4.86%
Investment, Identifier [Axis]: Integrity Marketing Acquisition, LLC 3            
Variable interest rate [3],[13],[22]           6.00%
Interest Rate [3],[12],[13],[22]           11.39%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (2)
Fair Value [3],[13],[22]           $ (1)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Integrity Marketing Acquisition, LLC, First Lien Debt 1            
Variable interest rate [15],[23],[24]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23],[24]   9.51% 9.51% 9.51% 9.51%  
Par Amount [15],[17],[23],[24]   $ 44,454        
Cost [15],[23],[24]   44,454        
Fair Value [15],[23],[24]   $ 44,454        
Percentage of Net Assets [15],[23],[24]   2.41% 2.41% 2.41% 2.41%  
Investment, Identifier [Axis]: Integrity Marketing Acquisition, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.51% 9.51% 9.51% 9.51%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   0        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Integrity Marketing Acquisition, LLC, Preferred Equity            
Variable interest rate [15],[19]   10.50% 10.50% 10.50% 10.50%  
Par Amount, Shares (in shares) | shares [15],[17],[19]   3,250,000 3,250,000 3,250,000 3,250,000  
Cost [15],[19]   $ 4,402        
Fair Value [15],[19]   $ 4,323        
Percentage of Net Assets [15],[19]   0.23% 0.23% 0.23% 0.23%  
Investment, Identifier [Axis]: Intelerad Medical Systems Incorporated 1            
Variable interest rate [3],[11],[26]           6.50%
Interest Rate [3],[11],[12],[26]           12.03%
Par Amount [3],[11],[26]           $ 495
Cost [3],[10],[11],[26]           484
Fair Value [3],[11],[26]           $ 466
Percentage of Net Assets [3],[11],[26]           0.03%
Investment, Identifier [Axis]: Intelerad Medical Systems Incorporated 2            
Variable interest rate [3],[11],[26]           6.50%
Interest Rate [3],[11],[12],[26]           12.03%
Par Amount [3],[11],[26]           $ 34
Cost [3],[10],[11],[26]           33
Fair Value [3],[11],[26]           $ 32
Percentage of Net Assets [3],[11],[26]           0.00%
Investment, Identifier [Axis]: Intelerad Medical Systems Incorporated, First Lien Debt 1            
Variable interest rate [14],[15],[27]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [14],[15],[16],[27]   11.24% 11.24% 11.24% 11.24%  
Par Amount [14],[15],[17],[27]   $ 490        
Cost [14],[15],[27]   483        
Fair Value [14],[15],[27]   $ 475        
Percentage of Net Assets [14],[15],[27]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Intelerad Medical Systems Incorporated, First Lien Debt 2            
Variable interest rate [14],[15],[27]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [14],[15],[16],[27]   11.24% 11.24% 11.24% 11.24%  
Par Amount [14],[15],[17],[27]   $ 34        
Cost [14],[15],[27]   33        
Fair Value [14],[15],[27]   $ 33        
Percentage of Net Assets [14],[15],[27]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Investment One            
Interest rate floor   1.00% 1.00% 1.00% 1.00% 1.00%
Investment, Identifier [Axis]: Investment Three            
Interest rate floor   0.50% 0.50% 0.50% 0.50% 0.50%
Investment, Identifier [Axis]: Investment Two            
Interest rate floor   0.75% 0.75% 0.75% 0.75% 0.75%
Investment, Identifier [Axis]: Invictus Buyer, LLC 1            
Unfunded Commitment   $ 1,688        
Fair Value   (5)        
Investment, Identifier [Axis]: Invictus Buyer, LLC 2            
Unfunded Commitment   625        
Fair Value   $ (2)        
Investment, Identifier [Axis]: Invictus Buyer, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[23]   $ 4,040        
Cost [15],[23]   4,002        
Fair Value [15],[23]   $ 4,028        
Percentage of Net Assets [15],[23]   0.22% 0.22% 0.22% 0.22%  
Investment, Identifier [Axis]: Invictus Buyer, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (8)        
Fair Value [15],[21],[23]   $ (5)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Invictus Buyer, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (6)        
Fair Value [15],[21],[23]   $ (2)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Iris Buyer, LLC 1            
Variable interest rate [3],[11]           6.25%
Interest Rate [3],[11],[12]           11.60%
Par Amount [3],[11]           $ 7,008
Cost [3],[10],[11]           6,820
Fair Value [3],[11]           $ 6,820
Percentage of Net Assets [3],[11]           0.40%
Unfunded Commitment   $ 340       $ 856
Fair Value   0       $ (13)
Investment, Identifier [Axis]: Iris Buyer, LLC 2            
Variable interest rate [3],[11],[13]           6.25%
Interest Rate [3],[11],[12],[13]           11.60%
Par Amount [3],[11],[13]           $ 145
Cost [3],[10],[11],[13]           130
Fair Value [3],[11],[13]           $ 130
Percentage of Net Assets [3],[11],[13]           0.01%
Unfunded Commitment   1,001       $ 1,001
Fair Value   $ 0       $ (26)
Investment, Identifier [Axis]: Iris Buyer, LLC 3            
Variable interest rate [3],[11],[13]           6.25%
Interest Rate [3],[11],[12],[13]           11.60%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (26)
Fair Value [3],[11],[13]           $ (26)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Iris Buyer, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16]   10.84% 10.84% 10.84% 10.84%  
Par Amount [14],[15],[17]   $ 6,938        
Cost [14],[15]   6,771        
Fair Value [14],[15]   $ 6,938        
Percentage of Net Assets [14],[15]   0.38% 0.38% 0.38% 0.38%  
Investment, Identifier [Axis]: Iris Buyer, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16],[21]   10.84% 10.84% 10.84% 10.84%  
Par Amount [14],[15],[17],[21]   $ 654        
Cost [14],[15],[21]   635        
Fair Value [14],[15],[21]   $ 654        
Percentage of Net Assets [14],[15],[21]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: Iris Buyer, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16],[21]   10.84% 10.84% 10.84% 10.84%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (22)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: J.P. Morgan US Government Money Market Fund, Preferred Equity            
Cost   $ 8,976        
Fair Value   $ 8,976        
Percentage of Net Assets   0.49% 0.49% 0.49% 0.49%  
Investment, Identifier [Axis]: Jonathan Acquisition Company            
Variable interest rate [3],[11]           5.00%
Interest Rate [3],[11],[12]           10.45%
Par Amount [3],[11]           $ 2,684
Cost [3],[10],[11]           2,641
Fair Value [3],[11]           $ 2,659
Percentage of Net Assets [3],[11]           0.15%
Investment, Identifier [Axis]: Jonathan Acquisition Company, First Lien Debt            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.43% 9.43% 9.43% 9.43%  
Par Amount [14],[15],[17]   $ 3,389        
Cost [14],[15]   3,346        
Fair Value [14],[15]   $ 3,389        
Percentage of Net Assets [14],[15]   0.18% 0.18% 0.18% 0.18%  
Investment, Identifier [Axis]: KENG Acquisition, Inc 1            
Variable interest rate [3],[11]           6.25%
Interest Rate [3],[11],[12]           11.60%
Par Amount [3],[11]           $ 3,221
Cost [3],[10],[11]           3,144
Fair Value [3],[11]           $ 3,180
Percentage of Net Assets [3],[11]           0.18%
Unfunded Commitment           $ 2,040
Fair Value           $ (26)
Investment, Identifier [Axis]: KENG Acquisition, Inc 2            
Variable interest rate [3],[11],[13]           6.25%
Interest Rate [3],[11],[12],[13]           11.60%
Par Amount [3],[11],[13]           $ 400
Cost [3],[10],[11],[13]           367
Fair Value [3],[11],[13]           $ 369
Percentage of Net Assets [3],[11],[13]           0.02%
Unfunded Commitment           $ 781
Fair Value           $ (10)
Investment, Identifier [Axis]: KENG Acquisition, Inc 3            
Variable interest rate [3],[11],[13]           6.25%
Interest Rate [3],[11],[12],[13]           11.60%
Par Amount [3],[11],[13]           $ 98
Cost [3],[10],[11],[13]           77
Fair Value [3],[11],[13]           $ 86
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: KENG Acquisition, Inc. 1            
Unfunded Commitment   $ 1,346        
Fair Value   (7)        
Investment, Identifier [Axis]: KENG Acquisition, Inc. 2            
Unfunded Commitment   1,465        
Fair Value   (7)        
Investment, Identifier [Axis]: KENG Acquisition, Inc. 3            
Unfunded Commitment   878        
Fair Value   $ (4)        
Investment, Identifier [Axis]: KENG Acquisition, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.36% 9.36% 9.36% 9.36%  
Par Amount [14],[15],[17]   $ 3,189        
Cost [14],[15]   3,123        
Fair Value [14],[15]   $ 3,173        
Percentage of Net Assets [14],[15]   0.17% 0.17% 0.17% 0.17%  
Investment, Identifier [Axis]: KENG Acquisition, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.36% 9.36% 9.36% 9.36%  
Par Amount [14],[15],[17],[21]   $ 1,086        
Cost [14],[15],[21]   1,040        
Fair Value [14],[15],[21]   $ 1,067        
Percentage of Net Assets [14],[15],[21]   0.06% 0.06% 0.06% 0.06%  
Investment, Identifier [Axis]: KENG Acquisition, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.36% 9.36% 9.36% 9.36%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (17)        
Fair Value [14],[15],[21]   $ (4)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: KPSKY Acquisition, Inc. 1            
Variable interest rate [3],[22]           5.25%
Interest Rate [3],[12],[22]           10.74%
Par Amount [3],[22]           $ 33,864
Cost [3],[10],[22]           33,358
Fair Value [3],[22]           $ 33,085
Percentage of Net Assets [3],[22]           1.92%
Investment, Identifier [Axis]: KPSKY Acquisition, Inc. 2            
Variable interest rate [3],[22]           5.25%
Interest Rate [3],[12],[22]           10.74%
Par Amount [3],[22]           $ 7,754
Cost [3],[10],[22]           7,630
Fair Value [3],[22]           $ 7,576
Percentage of Net Assets [3],[22]           0.44%
Investment, Identifier [Axis]: KPSKY Acquisition, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   10.19% 10.19% 10.19% 10.19%  
Par Amount [15],[17],[23]   $ 33,518        
Cost [15],[23]   33,103        
Fair Value [15],[23]   $ 29,640        
Percentage of Net Assets [15],[23]   1.61% 1.61% 1.61% 1.61%  
Investment, Identifier [Axis]: KPSKY Acquisition, Inc., First Lien Debt 2            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   10.19% 10.19% 10.19% 10.19%  
Par Amount [15],[17],[23]   $ 7,675        
Cost [15],[23]   7,573        
Fair Value [15],[23]   $ 6,788        
Percentage of Net Assets [15],[23]   0.37% 0.37% 0.37% 0.37%  
Investment, Identifier [Axis]: KWOR Acquisition, Inc. 1            
Variable interest rate [3],[11]           5.25%
Interest Rate [3],[11],[12]           10.71%
Par Amount [3],[11]           $ 5,333
Cost [3],[10],[11]           5,250
Fair Value [3],[11]           $ 5,257
Percentage of Net Assets [3],[11]           0.31%
Unfunded Commitment           $ 3,473
Fair Value           $ (50)
Investment, Identifier [Axis]: KWOR Acquisition, Inc. 2            
Variable interest rate [3],[11],[13]           5.25%
Interest Rate [3],[11],[12],[13]           10.71%
Par Amount [3],[11],[13]           $ 1,301
Cost [3],[10],[11],[13]           1,253
Fair Value [3],[11],[13]           $ 1,233
Percentage of Net Assets [3],[11],[13]           0.07%
Unfunded Commitment           $ 70
Fair Value           $ (1)
Investment, Identifier [Axis]: KWOR Acquisition, Inc. 3            
Variable interest rate [3],[13]           4.25%
Interest Rate [3],[12],[13]           12.75%
Par Amount [3],[13]           $ 52
Cost [3],[10],[13]           51
Fair Value [3],[13]           $ 51
Percentage of Net Assets [3],[13]           0.00%
Investment, Identifier [Axis]: KWOR Acquisition, Inc., First Lien Debt 1            
Variable interest rate [15],[30]   4.25% 4.25% 4.25% 4.25%  
Interest Rate [15],[16],[30]   11.75% 11.75% 11.75% 11.75%  
Par Amount [15],[17],[30]   $ 5,299        
Cost [15],[30]   5,224        
Fair Value [15],[30]   $ 3,891        
Percentage of Net Assets [15],[30]   0.21% 0.21% 0.21% 0.21%  
Investment, Identifier [Axis]: KWOR Acquisition, Inc., First Lien Debt 2            
Variable interest rate [15],[30]   4.25% 4.25% 4.25% 4.25%  
Interest Rate [15],[16],[30]   11.75% 11.75% 11.75% 11.75%  
Par Amount [15],[17],[30]   $ 1,292        
Cost [15],[30]   1,272        
Fair Value [15],[30]   $ 948        
Percentage of Net Assets [15],[30]   0.05% 0.05% 0.05% 0.05%  
Investment, Identifier [Axis]: KWOR Acquisition, Inc., First Lien Debt 3            
Variable interest rate [15],[30]   4.25% 4.25% 4.25% 4.25%  
Interest Rate [15],[16],[30]   11.75% 11.75% 11.75% 11.75%  
Par Amount [15],[17],[30]   $ 122        
Cost [15],[30]   121        
Fair Value [15],[30]   $ 90        
Percentage of Net Assets [15],[30]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Kaseya, Inc. 1            
Variable interest rate [3],[22]           6.00%
Interest rate, PIK [3],[22]           2.50%
Interest Rate [3],[12],[22]           11.38%
Par Amount [3],[22]           $ 14,219
Cost [3],[10],[22]           14,043
Fair Value [3],[22]           $ 14,155
Percentage of Net Assets [3],[22]           0.82%
Unfunded Commitment   $ 637       $ 803
Fair Value   0       $ (4)
Investment, Identifier [Axis]: Kaseya, Inc. 2            
Variable interest rate [3],[13],[22]           6.00%
Interest rate, PIK [3],[13],[22]           2.50%
Interest Rate [3],[12],[13],[22]           11.38%
Par Amount [3],[13],[22]           $ 53
Cost [3],[10],[13],[22]           47
Fair Value [3],[13],[22]           $ 49
Percentage of Net Assets [3],[13],[22]           0.00%
Unfunded Commitment   642       $ 642
Fair Value   $ 0       $ (3)
Investment, Identifier [Axis]: Kaseya, Inc. 3            
Variable interest rate [3],[13],[22]           6.00%
Interest rate, PIK [3],[13],[22]           2.50%
Interest Rate [3],[12],[13],[22]           11.38%
Par Amount [3],[13],[22]           $ 216
Cost [3],[10],[13],[22]           206
Fair Value [3],[13],[22]           $ 212
Percentage of Net Assets [3],[13],[22]           0.01%
Investment, Identifier [Axis]: Kaseya, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   10.09% 10.09% 10.09% 10.09%  
Par Amount [15],[17],[23]   $ 14,329        
Cost [15],[23]   14,180        
Fair Value [15],[23]   $ 14,329        
Percentage of Net Assets [15],[23]   0.78% 0.78% 0.78% 0.78%  
Investment, Identifier [Axis]: Kaseya, Inc., First Lien Debt 2            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   10.09% 10.09% 10.09% 10.09%  
Par Amount [15],[17],[23]   $ 220        
Cost [15],[23]   215        
Fair Value [15],[23]   $ 220        
Percentage of Net Assets [15],[23]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Kaseya, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   10.09% 10.09% 10.09% 10.09%  
Par Amount [15],[17],[21],[23]   $ 216        
Cost [15],[21],[23]   208        
Fair Value [15],[21],[23]   $ 216        
Percentage of Net Assets [15],[21],[23]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Keystone Agency Investors 1            
Variable interest rate [3],[11]           5.50%
Interest Rate [3],[11],[12]           11.00%
Par Amount [3],[11]           $ 3,480
Cost [3],[10],[11]           3,442
Fair Value [3],[11]           $ 3,429
Percentage of Net Assets [3],[11]           0.20%
Investment, Identifier [Axis]: Keystone Agency Investors 2            
Variable interest rate [3],[11]           5.50%
Interest Rate [3],[11],[12]           11.00%
Par Amount [3],[11]           $ 4,007
Cost [3],[10],[11]           3,964
Fair Value [3],[11]           $ 3,948
Percentage of Net Assets [3],[11]           0.23%
Investment, Identifier [Axis]: Knockout Intermediate Holdings I, Inc.            
Variable interest rate [3],[25]           11.75%
Par Amount, Shares (in shares) | shares [3],[25]           2,790
Cost [3],[10],[25]           $ 3,265
Fair Value [3],[25]           $ 3,267
Percentage of Net Assets [3],[25]           0.19%
Investment, Identifier [Axis]: Knockout Intermediate Holdings I, Inc., Preferred Equity            
Variable interest rate [15],[19]   11.75% 11.75% 11.75% 11.75%  
Par Amount, Shares (in shares) | shares [15],[17],[19]   2,790 2,790 2,790 2,790  
Cost [15],[19]   $ 3,668        
Fair Value [15],[19]   $ 3,784        
Percentage of Net Assets [15],[19]   0.21% 0.21% 0.21% 0.21%  
Investment, Identifier [Axis]: Komline Sanderson Engineering Corp. 1            
Variable interest rate [2],[3],[18]           6.00%
Interest Rate [2],[3],[12],[18]           11.78%
Par Amount [2],[3],[18]           $ 17,218
Cost [2],[3],[10],[18]           17,124
Fair Value [2],[3],[18]           $ 16,681
Percentage of Net Assets [2],[3],[18]           0.97%
Unfunded Commitment           $ 8,529
Fair Value           $ (266)
Investment, Identifier [Axis]: Komline Sanderson Engineering Corp. 2            
Variable interest rate [2],[3],[13]           6.00%
Interest Rate [2],[3],[12],[13]           11.78%
Par Amount [2],[3],[13]           $ 17,776
Cost [2],[3],[10],[13]           17,634
Fair Value [2],[3],[13]           $ 16,955
Percentage of Net Assets [2],[3],[13]           0.99%
Unfunded Commitment           $ 4,746
Fair Value           $ (148)
Investment, Identifier [Axis]: Komline Sanderson Engineering Corp. 3            
Variable interest rate [3],[13]           5.00%
Interest Rate [3],[12],[13]           13.50%
Par Amount [3],[13]           $ 0
Cost [3],[10],[13]           (21)
Fair Value [3],[13]           $ (148)
Percentage of Net Assets [3],[13]           (0.01%)
Investment, Identifier [Axis]: LJ Avalon Holdings, LLC 1            
Variable interest rate [3],[11]           6.50%
Interest Rate [3],[11],[12]           12.04%
Par Amount [3],[11]           $ 4,131
Cost [3],[10],[11]           4,019
Fair Value [3],[11]           $ 4,036
Percentage of Net Assets [3],[11]           0.23%
Unfunded Commitment   $ 1,339       $ 1,028
Fair Value   0       $ (24)
Investment, Identifier [Axis]: LJ Avalon Holdings, LLC 2            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           12.04%
Par Amount [3],[11],[13]           $ 658
Cost [3],[10],[11],[13]           626
Fair Value [3],[11],[13]           $ 619
Percentage of Net Assets [3],[11],[13]           0.04%
Unfunded Commitment   675       $ 675
Fair Value   $ 0       $ (16)
Investment, Identifier [Axis]: LJ Avalon Holdings, LLC 3            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           12.04%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (17)
Fair Value [3],[11],[13]           $ (15)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: LJ Avalon Holdings, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.53% 9.53% 9.53% 9.53%  
Par Amount [14],[15],[17]   $ 4,090        
Cost [14],[15]   3,992        
Fair Value [14],[15]   $ 4,090        
Percentage of Net Assets [14],[15]   0.22% 0.22% 0.22% 0.22%  
Investment, Identifier [Axis]: LJ Avalon Holdings, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.53% 9.53% 9.53% 9.53%  
Par Amount [14],[15],[17],[21]   $ 1,674        
Cost [14],[15],[21]   1,627        
Fair Value [14],[15],[21]   $ 1,674        
Percentage of Net Assets [14],[15],[21]   0.09% 0.09% 0.09% 0.09%  
Investment, Identifier [Axis]: LJ Avalon Holdings, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.53% 9.53% 9.53% 9.53%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (14)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: LUV Car Wash            
Par Amount, Shares (in shares) | shares [3],[25]           123
Cost [3],[10],[25]           $ 123
Fair Value [3],[25]           $ 68
Percentage of Net Assets [3],[25]           0.00%
Investment, Identifier [Axis]: LUV Car Wash Group, LLC            
Variable interest rate [3],[11],[13]           7.00%
Interest Rate [3],[11],[12],[13]           12.55%
Par Amount [3],[11],[13]           $ 714
Cost [3],[10],[11],[13]           708
Fair Value [3],[11],[13]           $ 711
Percentage of Net Assets [3],[11],[13]           0.04%
Unfunded Commitment           $ 274
Fair Value           $ (1)
Investment, Identifier [Axis]: LUV Car Wash Group, LLC, First Lien Debt            
Variable interest rate [14],[15]   7.00% 7.00% 7.00% 7.00%  
Interest Rate [14],[15],[16]   11.74% 11.74% 11.74% 11.74%  
Par Amount [14],[15],[17]   $ 887        
Cost [14],[15]   882        
Fair Value [14],[15]   $ 887        
Percentage of Net Assets [14],[15]   0.05% 0.05% 0.05% 0.05%  
Investment, Identifier [Axis]: LUV Car Wash, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   123 123 123 123  
Cost [15],[19],[20]   $ 123        
Fair Value [15],[19],[20]   $ 83        
Percentage of Net Assets [15],[19],[20]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: LeadVenture, Inc.            
Unfunded Commitment   $ 826        
Fair Value   $ (3)        
Investment, Identifier [Axis]: LeadVenture, Inc., First Lien Debt            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[21],[23]   $ 367        
Cost [15],[21],[23]   360        
Fair Value [15],[21],[23]   $ 363        
Percentage of Net Assets [15],[21],[23]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: LegitScript, LLC            
Unfunded Commitment   $ 2,833        
Fair Value   $ 0        
Investment, Identifier [Axis]: LegitScript, LLC 1            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.11%
Par Amount [3],[22]           $ 26,569
Cost [3],[10],[22]           26,128
Fair Value [3],[22]           $ 26,332
Percentage of Net Assets [3],[22]           1.53%
Unfunded Commitment           $ 6,612
Fair Value           $ (59)
Investment, Identifier [Axis]: LegitScript, LLC 2            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.11%
Par Amount [3],[13],[22]           $ 702
Cost [3],[10],[13],[22]           641
Fair Value [3],[13],[22]           $ 637
Percentage of Net Assets [3],[13],[22]           0.04%
Investment, Identifier [Axis]: LegitScript, LLC 3            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.11%
Par Amount [3],[13],[22]           $ 1,000
Cost [3],[10],[13],[22]           938
Fair Value [3],[13],[22]           $ 963
Percentage of Net Assets [3],[13],[22]           0.06%
Investment, Identifier [Axis]: LegitScript, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23]   10.11% 10.11% 10.11% 10.11%  
Par Amount [15],[17],[23]   $ 26,300        
Cost [15],[23]   25,926        
Fair Value [15],[23]   $ 26,300        
Percentage of Net Assets [15],[23]   1.43% 1.43% 1.43% 1.43%  
Investment, Identifier [Axis]: LegitScript, LLC, First Lien Debt 2            
Variable interest rate [15],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23]   10.11% 10.11% 10.11% 10.11%  
Par Amount [15],[17],[23]   $ 695        
Cost [15],[23]   686        
Fair Value [15],[23]   $ 695        
Percentage of Net Assets [15],[23]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: LegitScript, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[21],[23]   10.11% 10.11% 10.11% 10.11%  
Par Amount [15],[17],[21],[23]   $ 1,333        
Cost [15],[21],[23]   1,285        
Fair Value [15],[21],[23]   $ 1,333        
Percentage of Net Assets [15],[21],[23]   0.07% 0.07% 0.07% 0.07%  
Investment, Identifier [Axis]: Lightspeed Buyer, Inc. 1            
Variable interest rate [3],[11],[18],[26]           5.25%
Interest Rate [3],[11],[12],[18],[26]           10.71%
Par Amount [3],[11],[18],[26]           $ 12,540
Cost [3],[10],[11],[18],[26]           12,381
Fair Value [3],[11],[18],[26]           $ 12,429
Percentage of Net Assets [3],[11],[18],[26]           0.72%
Unfunded Commitment   $ 545        
Fair Value   0        
Investment, Identifier [Axis]: Lightspeed Buyer, Inc. 2            
Variable interest rate [3],[11],[26]           5.25%
Interest Rate [3],[11],[12],[26]           10.71%
Par Amount [3],[11],[26]           $ 9,911
Cost [3],[10],[11],[26]           9,774
Fair Value [3],[11],[26]           $ 9,823
Percentage of Net Assets [3],[11],[26]           0.57%
Unfunded Commitment   146        
Fair Value   $ 0        
Investment, Identifier [Axis]: Lightspeed Buyer, Inc., First Lien Debt 1            
Variable interest rate [14],[15],[24]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[24]   9.08% 9.08% 9.08% 9.08%  
Par Amount [14],[15],[17],[24]   $ 23,156        
Cost [14],[15],[24]   22,981        
Fair Value [14],[15],[24]   $ 23,156        
Percentage of Net Assets [14],[15],[24]   1.26% 1.26% 1.26% 1.26%  
Investment, Identifier [Axis]: Lightspeed Buyer, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[21]   9.08% 9.08% 9.08% 9.08%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (5)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Lightspeed Buyer, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[21]   9.08% 9.08% 9.08% 9.08%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (1)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Lightspeed Solution, LLC            
Unfunded Commitment           $ 2,024
Fair Value           $ (36)
Investment, Identifier [Axis]: Lightspeed Solution, LLC 1            
Variable interest rate [3],[22]           6.50%
Interest rate, PIK [3],[22]           2.17%
Interest Rate [3],[12],[22]           11.86%
Par Amount [3],[22]           $ 7,881
Cost [3],[10],[22]           7,768
Fair Value [3],[22]           $ 7,741
Percentage of Net Assets [3],[22]           0.45%
Investment, Identifier [Axis]: Lightspeed Solution, LLC 2            
Variable interest rate [3],[13],[22]           6.50%
Interest rate, PIK [3],[13],[22]           2.17%
Interest Rate [3],[12],[13],[22]           11.86%
Par Amount [3],[13],[22]           $ 423
Cost [3],[10],[13],[22]           402
Fair Value [3],[13],[22]           $ 379
Percentage of Net Assets [3],[13],[22]           0.02%
Investment, Identifier [Axis]: Lightspeed Solution, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   6.50% 6.50% 6.50% 6.50%  
Interest rate, PIK [15],[23]   2.17% 2.17% 2.17% 2.17%  
Interest Rate [15],[16],[23]   10.86% 10.86% 10.86% 10.86%  
Par Amount [15],[17],[23]   $ 8,200        
Cost [15],[23]   8,109        
Fair Value [15],[23]   $ 8,200        
Percentage of Net Assets [15],[23]   0.45% 0.45% 0.45% 0.45%  
Investment, Identifier [Axis]: Lightspeed Solution, LLC, First Lien Debt 2            
Variable interest rate [15],[23]   6.50% 6.50% 6.50% 6.50%  
Interest rate, PIK [15],[23]   2.17% 2.17% 2.17% 2.17%  
Interest Rate [15],[16],[23]   10.86% 10.86% 10.86% 10.86%  
Par Amount [15],[17],[23]   $ 541        
Cost [15],[23]   534        
Fair Value [15],[23]   $ 541        
Percentage of Net Assets [15],[23]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: LogRhythm, Inc.            
Unfunded Commitment   $ 909        
Fair Value   $ (16)        
Investment, Identifier [Axis]: LogRhythm, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   7.50% 7.50% 7.50% 7.50%  
Interest Rate [14],[15],[16]   11.86% 11.86% 11.86% 11.86%  
Par Amount [14],[15],[17]   $ 9,091        
Cost [14],[15]   8,838        
Fair Value [14],[15]   $ 8,925        
Percentage of Net Assets [14],[15]   0.48% 0.48% 0.48% 0.48%  
Investment, Identifier [Axis]: LogRhythm, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   7.50% 7.50% 7.50% 7.50%  
Interest Rate [14],[15],[16],[21]   11.86% 11.86% 11.86% 11.86%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (25)        
Fair Value [14],[15],[21]   $ (17)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Long Term Care Group, Inc.            
Variable interest rate [3],[22]           7.00%
Interest rate, PIK [3],[22]           6.00%
Interest Rate [3],[12],[22]           12.66%
Par Amount [3],[22]           $ 5,115
Cost [3],[10],[22]           5,043
Fair Value [3],[22]           $ 4,235
Percentage of Net Assets [3],[22]           0.25%
Investment, Identifier [Axis]: Long Term Care Group, Inc., First Lien Debt            
Variable interest rate [15],[23],[29]   6.00% 6.00% 6.00% 6.00%  
Interest rate, PIK [15],[23],[29]   3.73% 3.73% 3.73% 3.73%  
Interest Rate [15],[16],[23],[29]   10.33% 10.33% 10.33% 10.33%  
Par Amount [15],[17],[23],[29]   $ 5,425        
Cost [15],[23],[29]   5,371        
Fair Value [15],[23],[29]   $ 4,650        
Percentage of Net Assets [15],[23],[29]   0.25% 0.25% 0.25% 0.25%  
Investment, Identifier [Axis]: MAI Capital Management Intermediate, LLC 1            
Unfunded Commitment   $ 1,869        
Fair Value   0        
Investment, Identifier [Axis]: MAI Capital Management Intermediate, LLC 2            
Unfunded Commitment   894        
Fair Value   $ 0        
Investment, Identifier [Axis]: MAI Capital Management Intermediate, LLC, First Lien Debt 1            
Variable interest rate [15],[23],[24]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23],[24]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[23],[24]   $ 4,632        
Cost [15],[23],[24]   4,587        
Fair Value [15],[23],[24]   $ 4,632        
Percentage of Net Assets [15],[23],[24]   0.25% 0.25% 0.25% 0.25%  
Investment, Identifier [Axis]: MAI Capital Management Intermediate, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21],[23]   $ 866        
Cost [15],[21],[23]   849        
Fair Value [15],[21],[23]   $ 866        
Percentage of Net Assets [15],[21],[23]   0.05% 0.05% 0.05% 0.05%  
Investment, Identifier [Axis]: MAI Capital Management Intermediate, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21],[23]   $ 138        
Cost [15],[21],[23]   128        
Fair Value [15],[21],[23]   $ 138        
Percentage of Net Assets [15],[21],[23]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: MHE Intermediate Holdings, LLC            
Unfunded Commitment   $ 2,000       $ 2,500
Fair Value   $ 0       $ (25)
Investment, Identifier [Axis]: MHE Intermediate Holdings, LLC 1            
Variable interest rate [3],[11],[18]           6.00%
Interest Rate [3],[11],[12],[18]           11.60%
Par Amount [3],[11],[18]           $ 19,165
Cost [3],[10],[11],[18]           18,905
Fair Value [3],[11],[18]           $ 18,990
Percentage of Net Assets [3],[11],[18]           1.10%
Investment, Identifier [Axis]: MHE Intermediate Holdings, LLC 2            
Variable interest rate [3],[11]           6.00%
Interest Rate [3],[11],[12]           11.60%
Par Amount [3],[11]           $ 3,674
Cost [3],[10],[11]           3,624
Fair Value [3],[11]           $ 3,636
Percentage of Net Assets [3],[11]           0.21%
Investment, Identifier [Axis]: MHE Intermediate Holdings, LLC 3            
Variable interest rate [3],[11],[13]           6.00%
Interest Rate [3],[11],[12],[13]           11.60%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (30)
Fair Value [3],[11],[13]           $ (25)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: MHE Intermediate Holdings, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[24]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[24]   10.79% 10.79% 10.79% 10.79%  
Par Amount [14],[15],[17],[24]   $ 11,731        
Cost [14],[15],[24]   11,611        
Fair Value [14],[15],[24]   $ 11,731        
Percentage of Net Assets [14],[15],[24]   0.64% 0.64% 0.64% 0.64%  
Investment, Identifier [Axis]: MHE Intermediate Holdings, LLC, First Lien Debt 2            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.79% 10.79% 10.79% 10.79%  
Par Amount [14],[15],[17]   $ 3,636        
Cost [14],[15]   3,599        
Fair Value [14],[15]   $ 3,636        
Percentage of Net Assets [14],[15]   0.20% 0.20% 0.20% 0.20%  
Investment, Identifier [Axis]: MHE Intermediate Holdings, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21]   10.79% 10.79% 10.79% 10.79%  
Par Amount [14],[15],[17],[21]   $ 500        
Cost [14],[15],[21]   479        
Fair Value [14],[15],[21]   $ 500        
Percentage of Net Assets [14],[15],[21]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: MRI Software, LLC            
Unfunded Commitment           $ 3,167
Fair Value           $ (28)
Investment, Identifier [Axis]: MRI Software, LLC 1            
Variable interest rate [3],[11],[18]           5.50%
Interest Rate [3],[11],[12],[18]           10.90%
Par Amount [3],[11],[18]           $ 59,262
Cost [3],[10],[11],[18]           58,975
Fair Value [3],[11],[18]           $ 58,936
Percentage of Net Assets [3],[11],[18]           3.42%
Unfunded Commitment   $ 34       $ 74
Fair Value   0       $ 0
Investment, Identifier [Axis]: MRI Software, LLC 2            
Variable interest rate [3],[11],[13]           5.50%
Interest Rate [3],[11],[12],[13]           10.90%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           0
Fair Value [3],[11],[13]           $ 0
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   2,174       $ 2,252
Fair Value   $ (2)       $ (12)
Investment, Identifier [Axis]: MRI Software, LLC 3            
Variable interest rate [3],[11],[13]           5.50%
Interest Rate [3],[11],[12],[13]           10.90%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (8)
Fair Value [3],[11],[13]           $ (12)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: MRI Software, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[24]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[24]   9.08% 9.08% 9.08% 9.08%  
Par Amount [14],[15],[17],[24]   $ 58,735        
Cost [14],[15],[24]   58,439        
Fair Value [14],[15],[24]   $ 58,694        
Percentage of Net Assets [14],[15],[24]   3.19% 3.19% 3.19% 3.19%  
Investment, Identifier [Axis]: MRI Software, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[21]   9.08% 9.08% 9.08% 9.08%  
Par Amount [14],[15],[17],[21]   $ 4        
Cost [14],[15],[21]   3        
Fair Value [14],[15],[21]   $ 4        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: MRI Software, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[21]   9.08% 9.08% 9.08% 9.08%  
Par Amount [14],[15],[17],[21]   $ 128        
Cost [14],[15],[21]   120        
Fair Value [14],[15],[21]   $ 126        
Percentage of Net Assets [14],[15],[21]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Magneto Components Buyco, LLC 1            
Variable interest rate [3],[18],[22]           6.00%
Interest Rate [3],[12],[18],[22]           11.36%
Par Amount [3],[18],[22]           $ 15,302
Cost [3],[10],[18],[22]           15,024
Fair Value [3],[18],[22]           $ 15,024
Percentage of Net Assets [3],[18],[22]           0.87%
Unfunded Commitment   $ 3,035       $ 3,035
Fair Value   (21)       $ (28)
Investment, Identifier [Axis]: Magneto Components Buyco, LLC 2            
Variable interest rate [3],[13],[22]           6.00%
Interest Rate [3],[12],[13],[22]           11.36%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (28)
Fair Value [3],[13],[22]           $ (28)
Percentage of Net Assets [3],[13],[22]           0.00%
Unfunded Commitment   2,529       $ 2,529
Fair Value   $ (17)       $ (46)
Investment, Identifier [Axis]: Magneto Components Buyco, LLC 3            
Variable interest rate [3],[13],[22]           6.00%
Interest Rate [3],[12],[13],[22]           11.36%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (46)
Fair Value [3],[13],[22]           $ (46)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Magneto Components Buyco, LLC, First Lien Debt 1            
Variable interest rate [15],[23],[24]   6.00% 6.00% 6.00% 6.00%  
Interest rate, PIK [15],[23],[24]   1.50% 1.50% 1.50% 1.50%  
Interest Rate [15],[16],[23],[24]   10.33% 10.33% 10.33% 10.33%  
Par Amount [15],[17],[23],[24]   $ 15,365        
Cost [15],[23],[24]   15,118        
Fair Value [15],[23],[24]   $ 15,261        
Percentage of Net Assets [15],[23],[24]   0.83% 0.83% 0.83% 0.83%  
Investment, Identifier [Axis]: Magneto Components Buyco, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   6.00% 6.00% 6.00% 6.00%  
Interest rate, PIK [15],[21],[23]   1.50% 1.50% 1.50% 1.50%  
Interest Rate [15],[16],[21],[23]   10.33% 10.33% 10.33% 10.33%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (24)        
Fair Value [15],[21],[23]   $ (21)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Magneto Components Buyco, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   6.00% 6.00% 6.00% 6.00%  
Interest rate, PIK [15],[21],[23]   1.50% 1.50% 1.50% 1.50%  
Interest Rate [15],[16],[21],[23]   10.33% 10.33% 10.33% 10.33%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (38)        
Fair Value [15],[21],[23]   $ (17)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Magnolia Wash Holdings            
Unfunded Commitment   $ 71       $ 71
Fair Value   $ (7)       $ (7)
Investment, Identifier [Axis]: Magnolia Wash Holdings 1            
Variable interest rate [3],[11]           6.50%
Interest Rate [3],[11],[12]           12.16%
Par Amount [3],[11]           $ 3,263
Cost [3],[10],[11]           3,210
Fair Value [3],[11]           $ 2,947
Percentage of Net Assets [3],[11]           0.17%
Investment, Identifier [Axis]: Magnolia Wash Holdings 2            
Variable interest rate [3],[11]           6.50%
Interest Rate [3],[11],[12]           12.16%
Par Amount [3],[11]           $ 699
Cost [3],[10],[11]           687
Fair Value [3],[11]           $ 631
Percentage of Net Assets [3],[11]           0.04%
Investment, Identifier [Axis]: Magnolia Wash Holdings 3            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           12.16%
Par Amount [3],[11],[13]           $ 87
Cost [3],[10],[11],[13]           85
Fair Value [3],[11],[13]           $ 72
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Magnolia Wash Holdings, First Lien Debt 1            
Variable interest rate [14],[15]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [14],[15],[16]   11.36% 11.36% 11.36% 11.36%  
Par Amount [14],[15],[17]   $ 3,263        
Cost [14],[15]   3,219        
Fair Value [14],[15]   $ 2,959        
Percentage of Net Assets [14],[15]   0.16% 0.16% 0.16% 0.16%  
Investment, Identifier [Axis]: Magnolia Wash Holdings, First Lien Debt 2            
Variable interest rate [14],[15]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [14],[15],[16]   11.36% 11.36% 11.36% 11.36%  
Par Amount [14],[15],[17]   $ 692        
Cost [14],[15]   682        
Fair Value [14],[15]   $ 627        
Percentage of Net Assets [14],[15]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Magnolia Wash Holdings, First Lien Debt 3            
Variable interest rate [14],[15],[21]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [14],[15],[16],[21]   11.36% 11.36% 11.36% 11.36%  
Par Amount [14],[15],[17],[21]   $ 87        
Cost [14],[15],[21]   85        
Fair Value [14],[15],[21]   $ 72        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Majesco            
Unfunded Commitment   $ 1,575       $ 1,575
Fair Value   $ 0       $ (18)
Investment, Identifier [Axis]: Majesco 1            
Variable interest rate [3],[11],[18]           7.25%
Interest Rate [3],[11],[12],[18]           12.60%
Par Amount [3],[11],[18]           $ 23,182
Cost [3],[10],[11],[18]           22,792
Fair Value [3],[11],[18]           $ 22,920
Percentage of Net Assets [3],[11],[18]           1.33%
Investment, Identifier [Axis]: Majesco 2            
Variable interest rate [3],[11],[13]           7.25%
Interest Rate [3],[11],[12],[13]           12.60%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (21)
Fair Value [3],[11],[13]           $ (18)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Majesco, First Lien Debt 1            
Variable interest rate [14],[15],[24]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[24]   9.08% 9.08% 9.08% 9.08%  
Par Amount [14],[15],[17],[24]   $ 33,555        
Cost [14],[15],[24]   33,077        
Fair Value [14],[15],[24]   $ 33,555        
Percentage of Net Assets [14],[15],[24]   1.82% 1.82% 1.82% 1.82%  
Investment, Identifier [Axis]: Majesco, First Lien Debt 2            
Variable interest rate [14],[15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[21]   9.08% 9.08% 9.08% 9.08%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (14)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Mantech International CP 1            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.13%
Par Amount [3],[22]           $ 355
Cost [3],[10],[22]           349
Fair Value [3],[22]           $ 355
Percentage of Net Assets [3],[22]           0.02%
Unfunded Commitment   $ 636       $ 56
Fair Value   0       $ 0
Investment, Identifier [Axis]: Mantech International CP 2            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.13%
Par Amount [3],[13],[22]           $ 31
Cost [3],[10],[13],[22]           30
Fair Value [3],[13],[22]           $ 31
Percentage of Net Assets [3],[13],[22]           0.00%
Unfunded Commitment   507       $ 53
Fair Value   $ 0       $ 0
Investment, Identifier [Axis]: Mantech International CP 3            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.13%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (1)
Fair Value [3],[13],[22]           $ 0
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Mantech International CP, First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.59% 9.59% 9.59% 9.59%  
Par Amount [15],[17],[23]   $ 4,194        
Cost [15],[23]   4,190        
Fair Value [15],[23]   $ 4,194        
Percentage of Net Assets [15],[23]   0.23% 0.23% 0.23% 0.23%  
Investment, Identifier [Axis]: Mantech International CP, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.59% 9.59% 9.59% 9.59%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (1)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Mantech International CP, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.59% 9.59% 9.59% 9.59%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (1)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Matrix Parent, Inc. 1            
Variable interest rate [22]           5.00%
Interest Rate [12],[22]           10.35%
Par Amount [22]           $ 499
Cost [10],[22]           370
Fair Value [22]           $ 339
Percentage of Net Assets [22]           0.02%
Investment, Identifier [Axis]: Matrix Parent, Inc. 2            
Variable interest rate [1],[2],[3]           8.00%
Interest Rate [1],[2],[3],[12]           13.53%
Cost [1],[2],[3],[10]           $ 10,505
Fair Value [1],[2],[3]           $ 5,733
Percentage of Net Assets [1],[2],[3]           0.33%
Investment, Identifier [Axis]: Mobile Communications America, Inc. 1            
Variable interest rate [3],[11],[18]           6.00%
Interest Rate [3],[11],[12],[18]           11.35%
Par Amount [3],[11],[18]           $ 5,955
Cost [3],[10],[11],[18]           5,868
Fair Value [3],[11],[18]           $ 5,868
Percentage of Net Assets [3],[11],[18]           0.34%
Unfunded Commitment   $ 1,553       $ 1,921
Fair Value   0       $ (14)
Investment, Identifier [Axis]: Mobile Communications America, Inc. 2            
Variable interest rate [3],[11],[13]           6.00%
Interest Rate [3],[11],[12],[13]           11.35%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (14)
Fair Value [3],[11],[13]           $ (14)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   720       $ 960
Fair Value   $ 0       $ (14)
Investment, Identifier [Axis]: Mobile Communications America, Inc. 4            
Variable interest rate [3],[11],[13]           6.00%
Interest Rate [3],[11],[12],[13]           11.35%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (14)
Fair Value [3],[11],[13]           $ (14)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Mobile Communications America, Inc., First Lien Debt 1            
Variable interest rate [14],[15],[24]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[24]   9.78% 9.78% 9.78% 9.78%  
Par Amount [14],[15],[17],[24]   $ 5,895        
Cost [14],[15],[24]   5,820        
Fair Value [14],[15],[24]   $ 5,895        
Percentage of Net Assets [14],[15],[24]   0.32% 0.32% 0.32% 0.32%  
Investment, Identifier [Axis]: Mobile Communications America, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.78% 9.78% 9.78% 9.78%  
Par Amount [14],[15],[17],[21]   $ 366        
Cost [14],[15],[21]   352        
Fair Value [14],[15],[21]   $ 366        
Percentage of Net Assets [14],[15],[21]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: Mobile Communications America, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.78% 9.78% 9.78% 9.78%  
Par Amount [14],[15],[17],[21]   $ 240        
Cost [14],[15],[21]   229        
Fair Value [14],[15],[21]   $ 240        
Percentage of Net Assets [14],[15],[21]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Model N, Inc. 1            
Unfunded Commitment   $ 3,265        
Fair Value   0        
Investment, Identifier [Axis]: Model N, Inc. 2            
Unfunded Commitment   1,741        
Fair Value   $ 0        
Investment, Identifier [Axis]: Model N, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[23]   $ 11,934        
Cost [15],[23]   11,821        
Fair Value [15],[23]   $ 11,934        
Percentage of Net Assets [15],[23]   0.65% 0.65% 0.65% 0.65%  
Investment, Identifier [Axis]: Model N, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (15)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Model N, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (16)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Montana Buyer, Inc.            
Unfunded Commitment   $ 812       $ 400
Fair Value   $ 0       $ (3)
Investment, Identifier [Axis]: Montana Buyer, Inc. 1            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.11%
Par Amount [3],[22]           $ 4,089
Cost [3],[10],[22]           4,020
Fair Value [3],[22]           $ 4,056
Percentage of Net Assets [3],[22]           0.24%
Investment, Identifier [Axis]: Montana Buyer, Inc. 2            
Variable interest rate [3],[13]           4.75%
Interest Rate [3],[12],[13]           13.25%
Par Amount [3],[13]           $ 67
Cost [3],[10],[13]           60
Fair Value [3],[13]           $ 63
Percentage of Net Assets [3],[13]           0.00%
Investment, Identifier [Axis]: Montana Buyer, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[23]   $ 8,511        
Cost [15],[23]   8,452        
Fair Value [15],[23]   $ 8,511        
Percentage of Net Assets [15],[23]   0.46% 0.46% 0.46% 0.46%  
Investment, Identifier [Axis]: Montana Buyer, Inc., First Lien Debt 2            
Variable interest rate [15],[21]   4.00% 4.00% 4.00% 4.00%  
Interest Rate [15],[16],[21]   11.50% 11.50% 11.50% 11.50%  
Par Amount [15],[17],[21]   $ 168        
Cost [15],[21]   163        
Fair Value [15],[21]   $ 168        
Percentage of Net Assets [15],[21]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: NSi Holdings, Inc. 1            
Unfunded Commitment   $ 1,316        
Fair Value   (6)        
Investment, Identifier [Axis]: NSi Holdings, Inc. 2            
Unfunded Commitment   1,316        
Fair Value   $ (13)        
Investment, Identifier [Axis]: NSi Holdings, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[23]   $ 7,368        
Cost [15],[23]   7,296        
Fair Value [15],[23]   $ 7,296        
Percentage of Net Assets [15],[23]   0.40% 0.40% 0.40% 0.40%  
Investment, Identifier [Axis]: NSi Holdings, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (6)        
Fair Value [15],[21],[23]   $ (6)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: NSi Holdings, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (13)        
Fair Value [15],[21],[23]   $ (13)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Nasuni Corporation            
Unfunded Commitment   $ 3,017        
Fair Value   $ 0        
Investment, Identifier [Axis]: Nasuni Corporation, First Lien Debt 1            
Variable interest rate [15],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23]   10.18% 10.18% 10.18% 10.18%  
Par Amount [15],[17],[23]   $ 14,483        
Cost [15],[23]   14,274        
Fair Value [15],[23]   $ 14,483        
Percentage of Net Assets [15],[23]   0.79% 0.79% 0.79% 0.79%  
Investment, Identifier [Axis]: Nasuni Corporation, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[21],[23]   10.18% 10.18% 10.18% 10.18%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (43)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Nellson Nutraceutical, Inc.            
Variable interest rate [3],[11],[18]           5.75%
Interest Rate [3],[11],[12],[18]           11.30%
Par Amount [3],[11],[18]           $ 18,419
Cost [3],[10],[11],[18]           18,265
Fair Value [3],[11],[18]           $ 18,329
Percentage of Net Assets [3],[11],[18]           1.06%
Investment, Identifier [Axis]: Nellson Nutraceutical, Inc., First Lien Debt            
Variable interest rate [14],[15],[24]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16],[24]   10.40% 10.40% 10.40% 10.40%  
Par Amount [14],[15],[17],[24]   $ 18,270        
Cost [14],[15],[24]   18,192        
Fair Value [14],[15],[24]   $ 18,270        
Percentage of Net Assets [14],[15],[24]   0.99% 0.99% 0.99% 0.99%  
Investment, Identifier [Axis]: Netwrix Corporation And Concept Searching, Inc.            
Unfunded Commitment   $ 431        
Fair Value   $ (3)        
Investment, Identifier [Axis]: Netwrix Corporation And Concept Searching, Inc. 1            
Variable interest rate [3],[22]           5.00%
Interest Rate [3],[12],[22]           10.39%
Par Amount [3],[22]           $ 5,489
Cost [3],[10],[22]           5,446
Fair Value [3],[22]           $ 5,407
Percentage of Net Assets [3],[22]           0.31%
Unfunded Commitment           $ 1,528
Fair Value           $ (23)
Investment, Identifier [Axis]: Netwrix Corporation And Concept Searching, Inc. 2            
Variable interest rate [3],[13],[22]           5.00%
Interest Rate [3],[12],[13],[22]           10.39%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (7)
Fair Value [3],[13],[22]           $ (23)
Percentage of Net Assets [3],[13],[22]           0.00%
Unfunded Commitment           $ 431
Fair Value           $ (6)
Investment, Identifier [Axis]: Netwrix Corporation And Concept Searching, Inc. 3            
Variable interest rate [3],[13],[22]           5.00%
Interest Rate [3],[12],[13],[22]           10.39%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (3)
Fair Value [3],[13],[22]           $ (6)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Netwrix Corporation And Concept Searching, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.26% 9.26% 9.26% 9.26%  
Par Amount [15],[17],[23]   $ 6,901        
Cost [15],[23]   6,853        
Fair Value [15],[23]   $ 6,857        
Percentage of Net Assets [15],[23]   0.37% 0.37% 0.37% 0.37%  
Investment, Identifier [Axis]: Netwrix Corporation And Concept Searching, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.26% 9.26% 9.26% 9.26%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (3)        
Fair Value [15],[21],[23]   $ (3)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Oak Purchaser, Inc. 1            
Variable interest rate [3],[22]           5.50%
Interest Rate [3],[12],[22]           10.85%
Par Amount [3],[22]           $ 2,792
Cost [3],[10],[22]           2,770
Fair Value [3],[22]           $ 2,732
Percentage of Net Assets [3],[22]           0.16%
Unfunded Commitment   $ 878       $ 127
Fair Value   (8)       $ (3)
Investment, Identifier [Axis]: Oak Purchaser, Inc. 2            
Variable interest rate [3],[13],[22]           5.50%
Interest Rate [3],[12],[13],[22]           10.85%
Par Amount [3],[13],[22]           $ 1,735
Cost [3],[10],[13],[22]           1,721
Fair Value [3],[13],[22]           $ 1,694
Percentage of Net Assets [3],[13],[22]           0.10%
Unfunded Commitment   372       $ 372
Fair Value   $ (3)       $ (8)
Investment, Identifier [Axis]: Oak Purchaser, Inc. 3            
Variable interest rate [3],[13],[22]           5.50%
Interest Rate [3],[12],[13],[22]           10.85%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (3)
Fair Value [3],[13],[22]           $ (8)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Oak Purchaser, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   9.83% 9.83% 9.83% 9.83%  
Par Amount [15],[17],[23]   $ 3,336        
Cost [15],[23]   3,309        
Fair Value [15],[23]   $ 3,307        
Percentage of Net Assets [15],[23]   0.18% 0.18% 0.18% 0.18%  
Investment, Identifier [Axis]: Oak Purchaser, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   9.83% 9.83% 9.83% 9.83%  
Par Amount [15],[17],[21],[23]   $ 1,993        
Cost [15],[21],[23]   1,974        
Fair Value [15],[21],[23]   $ 1,968        
Percentage of Net Assets [15],[21],[23]   0.11% 0.11% 0.11% 0.11%  
Investment, Identifier [Axis]: Oak Purchaser, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   9.83% 9.83% 9.83% 9.83%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (2)        
Fair Value [15],[21],[23]   $ (3)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Omni Intermediate Holdings, LLC 1            
Variable interest rate [3],[11]           5.00%
Interest Rate [3],[11],[12]           10.54%
Par Amount [3],[11]           $ 12,410
Cost [3],[10],[11]           12,324
Fair Value [3],[11]           $ 11,824
Percentage of Net Assets [3],[11]           0.69%
Unfunded Commitment           $ 138
Fair Value           $ (7)
Investment, Identifier [Axis]: Omni Intermediate Holdings, LLC 2            
Variable interest rate [3],[11],[13]           5.00%
Interest Rate [3],[11],[12],[13]           10.54%
Par Amount [3],[11],[13]           $ 1,263
Cost [3],[10],[11],[13]           1,247
Fair Value [3],[11],[13]           $ 1,196
Percentage of Net Assets [3],[11],[13]           0.07%
Unfunded Commitment           $ 233
Fair Value           $ (11)
Investment, Identifier [Axis]: Omni Intermediate Holdings, LLC 3            
Variable interest rate [3],[11],[13]           4.00%
Interest Rate [3],[11],[12],[13]           12.50%
Par Amount [3],[11],[13]           $ 832
Cost [3],[10],[11],[13]           826
Fair Value [3],[11],[13]           $ 781
Percentage of Net Assets [3],[11],[13]           0.05%
Investment, Identifier [Axis]: Omni Intermediate Holdings, LLC 4            
Variable interest rate [3],[11]           9.15%
Interest Rate [3],[11]           14.53%
Par Amount [3],[11]           $ 4,500
Cost [3],[11]           4,393
Fair Value [3],[11]           $ 4,223
Percentage of Net Assets [3],[11]           0.25%
Investment, Identifier [Axis]: Optimizely North America, Inc.            
Unfunded Commitment   $ 1,236        
Fair Value   $ (12)        
Investment, Identifier [Axis]: Optimizely North America, Inc., First Lien Debt 1            
Variable interest rate [15],[23],[27]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23],[27]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[23],[27]   $ 8,394        
Cost [15],[23],[27]   8,312        
Fair Value [15],[23],[27]   $ 8,312        
Percentage of Net Assets [15],[23],[27]   0.45% 0.45% 0.45% 0.45%  
Investment, Identifier [Axis]: Optimizely North America, Inc., First Lien Debt 2            
Variable interest rate [15],[23],[27]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23],[27]   8.11% 8.11% 8.11% 8.11%  
Par Amount | € [15],[17],[23],[27]       € 3,090    
Cost [15],[23],[27]   $ 3,324        
Fair Value [15],[23],[27]   $ 3,168        
Percentage of Net Assets [15],[23],[27]   0.17% 0.17% 0.17% 0.17%  
Investment, Identifier [Axis]: Optimizely North America, Inc., First Lien Debt 3            
Variable interest rate [15],[23],[27]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23],[27]   10.20% 10.20% 10.20% 10.20%  
Par Amount | £ [15],[17],[23],[27]         £ 1,030  
Cost [15],[23],[27]   $ 1,327        
Fair Value [15],[23],[27]   $ 1,277        
Percentage of Net Assets [15],[23],[27]   0.07% 0.07% 0.07% 0.07%  
Investment, Identifier [Axis]: Optimizely North America, Inc., First Lien Debt 4            
Variable interest rate [15],[21],[23],[27]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23],[27]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[21],[23],[27]   $ 0        
Cost [15],[21],[23],[27]   (12)        
Fair Value [15],[21],[23],[27]   $ (12)        
Percentage of Net Assets [15],[21],[23],[27]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: PAI Holdco, Inc.            
Variable interest rate [3],[11]           7.50%
Interest rate, PIK [3],[11]           2.00%
Interest Rate [3],[11],[12]           13.03%
Par Amount [3],[11]           $ 26,565
Cost [3],[10],[11]           26,053
Fair Value [3],[11]           $ 24,823
Percentage of Net Assets [3],[11]           1.44%
Investment, Identifier [Axis]: PAI Holdco, Inc., Second Lien Debt            
Variable interest rate [14],[15]   7.50% 7.50% 7.50% 7.50%  
Interest rate, PIK [14],[15]   2.00% 2.00% 2.00% 2.00%  
Interest Rate [14],[15],[16]   12.24% 12.24% 12.24% 12.24%  
Par Amount [14],[15],[17]   $ 27,110        
Cost [14],[15]   26,683        
Fair Value [14],[15]   $ 23,862        
Percentage of Net Assets [14],[15]   1.30% 1.30% 1.30% 1.30%  
Investment, Identifier [Axis]: PCX Holding Corp.            
Par Amount, Shares (in shares) | shares [3],[25]           6,538
Cost [3],[10],[25]           $ 654
Fair Value [3],[25]           $ 675
Percentage of Net Assets [3],[25]           0.04%
Unfunded Commitment           $ 987
Fair Value           $ (6)
Investment, Identifier [Axis]: PCX Holding Corp. 1            
Variable interest rate [3],[11],[18]           6.25%
Interest Rate [3],[11],[12],[18]           11.75%
Par Amount [3],[11],[18]           $ 18,047
Cost [3],[10],[11],[18]           17,936
Fair Value [3],[11],[18]           $ 17,944
Percentage of Net Assets [3],[11],[18]           1.04%
Investment, Identifier [Axis]: PCX Holding Corp. 2            
Variable interest rate [3],[11]           6.25%
Interest Rate [3],[11],[12]           11.75%
Par Amount [3],[11]           $ 18,172
Cost [3],[10],[11]           17,937
Fair Value [3],[11]           $ 18,068
Percentage of Net Assets [3],[11]           1.05%
Investment, Identifier [Axis]: PCX Holding Corp. 3            
Variable interest rate [3],[11],[13]           6.25%
Interest Rate [3],[11],[12],[13]           11.75%
Par Amount [3],[11],[13]           $ 864
Cost [3],[10],[11],[13]           854
Fair Value [3],[11],[13]           $ 853
Percentage of Net Assets [3],[11],[13]           0.05%
Investment, Identifier [Axis]: PCX Holding Corp., Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   6,538 6,538 6,538 6,538  
Cost [15],[19],[20]   $ 654        
Fair Value [15],[19],[20]   $ 446        
Percentage of Net Assets [15],[19],[20]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: PCX Holding Corp., First Lien Debt 1            
Variable interest rate [14],[15],[24]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16],[24]   10.73% 10.73% 10.73% 10.73%  
Par Amount [14],[15],[17],[24]   $ 17,862        
Cost [14],[15],[24]   17,781        
Fair Value [14],[15],[24]   $ 16,647        
Percentage of Net Assets [14],[15],[24]   0.90% 0.90% 0.90% 0.90%  
Investment, Identifier [Axis]: PCX Holding Corp., First Lien Debt 2            
Variable interest rate [14],[15]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16]   10.73% 10.73% 10.73% 10.73%  
Par Amount [14],[15],[17]   $ 17,986        
Cost [14],[15]   17,816        
Fair Value [14],[15]   $ 16,763        
Percentage of Net Assets [14],[15]   0.91% 0.91% 0.91% 0.91%  
Investment, Identifier [Axis]: PCX Holding Corp., First Lien Debt 3            
Variable interest rate [14],[15]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16]   10.73% 10.73% 10.73% 10.73%  
Par Amount [14],[15],[17]   $ 1,851        
Cost [14],[15]   1,844        
Fair Value [14],[15]   $ 1,725        
Percentage of Net Assets [14],[15]   0.09% 0.09% 0.09% 0.09%  
Investment, Identifier [Axis]: PDFTron Systems, Inc.            
Unfunded Commitment   $ 5,133       $ 3,850
Fair Value   $ (6)       $ (62)
Investment, Identifier [Axis]: PDFTron Systems, Inc. 1            
Variable interest rate [3],[11],[18],[26]           5.50%
Interest Rate [3],[11],[12],[18],[26]           10.86%
Par Amount [3],[11],[18],[26]           $ 30,030
Cost [3],[10],[11],[18],[26]           29,694
Fair Value [3],[11],[18],[26]           $ 29,550
Percentage of Net Assets [3],[11],[18],[26]           1.72%
Investment, Identifier [Axis]: PDFTron Systems, Inc. 2            
Variable interest rate [3],[11],[26]           5.50%
Interest Rate [3],[11],[12],[26]           10.86%
Par Amount [3],[11],[26]           $ 9,727
Cost [3],[10],[11],[26]           9,595
Fair Value [3],[11],[26]           $ 9,571
Percentage of Net Assets [3],[11],[26]           0.56%
Investment, Identifier [Axis]: PDFTron Systems, Inc. 3            
Variable interest rate [3],[11],[13],[26]           5.50%
Interest Rate [3],[11],[12],[13],[26]           10.86%
Par Amount [3],[11],[13],[26]           $ 3,850
Cost [3],[10],[11],[13],[26]           3,772
Fair Value [3],[11],[13],[26]           $ 3,727
Percentage of Net Assets [3],[11],[13],[26]           0.22%
Investment, Identifier [Axis]: PDFTron Systems, Inc., First Lien Debt            
Variable interest rate [14],[15],[21],[27]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21],[27]   9.59% 9.59% 9.59% 9.59%  
Par Amount [14],[15],[17],[21],[27]   $ 2,567        
Cost [14],[15],[21],[27]   2,519        
Fair Value [14],[15],[21],[27]   $ 2,557        
Percentage of Net Assets [14],[15],[21],[27]   0.14% 0.14% 0.14% 0.14%  
Investment, Identifier [Axis]: PDI TA Holdings, Inc. 1            
Unfunded Commitment   $ 2,301        
Fair Value   (12)        
Investment, Identifier [Axis]: PDI TA Holdings, Inc. 2            
Unfunded Commitment   2,280        
Fair Value   $ (12)        
Investment, Identifier [Axis]: PDI TA Holdings, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   10.09% 10.09% 10.09% 10.09%  
Par Amount [15],[17],[23]   $ 22,395        
Cost [15],[23]   22,204        
Fair Value [15],[23]   $ 22,279        
Percentage of Net Assets [15],[23]   1.21% 1.21% 1.21% 1.21%  
Investment, Identifier [Axis]: PDI TA Holdings, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   10.09% 10.09% 10.09% 10.09%  
Par Amount [15],[17],[21],[23]   $ 2,911        
Cost [15],[21],[23]   2,862        
Fair Value [15],[21],[23]   $ 2,884        
Percentage of Net Assets [15],[21],[23]   0.16% 0.16% 0.16% 0.16%  
Investment, Identifier [Axis]: PDI TA Holdings, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   10.09% 10.09% 10.09% 10.09%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (20)        
Fair Value [15],[21],[23]   $ (12)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: PMA Parent Holdings, LLC            
Unfunded Commitment   $ 214        
Fair Value   $ (3)        
Investment, Identifier [Axis]: PMA Parent Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   9.83% 9.83% 9.83% 9.83%  
Par Amount [15],[17],[23]   $ 3,036        
Cost [15],[23]   2,992        
Fair Value [15],[23]   $ 2,992        
Percentage of Net Assets [15],[23]   0.16% 0.16% 0.16% 0.16%  
Investment, Identifier [Axis]: PMA Parent Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   9.83% 9.83% 9.83% 9.83%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (3)        
Fair Value [15],[21],[23]   $ (3)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: PPV Intermediate Holdings LLC            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.14%
Par Amount [3],[22]           $ 4,357
Cost [3],[10],[22]           4,198
Fair Value [3],[22]           $ 4,275
Percentage of Net Assets [3],[22]           0.25%
Unfunded Commitment           $ 15,090
Fair Value           $ (124)
Investment, Identifier [Axis]: PPV Intermediate Holdings, LLC            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.14%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (71)
Fair Value [3],[13],[22]           $ (124)
Percentage of Net Assets [3],[13],[22]           (0.01%)
Investment, Identifier [Axis]: PPV Intermediate Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23]   10.26% 10.26% 10.26% 10.26%  
Par Amount [15],[17],[23]   $ 4,335        
Cost [15],[23]   4,199        
Fair Value [15],[23]   $ 4,332        
Percentage of Net Assets [15],[23]   0.24% 0.24% 0.24% 0.24%  
Investment, Identifier [Axis]: PPV Intermediate Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[23]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [15],[16],[23]   10.52% 10.52% 10.52% 10.52%  
Par Amount [15],[17],[23]   $ 15,048        
Cost [15],[23]   14,918        
Fair Value [15],[23]   $ 15,048        
Percentage of Net Assets [15],[23]   0.82% 0.82% 0.82% 0.82%  
Investment, Identifier [Axis]: PT Intermediate Holdings III, LLC            
Unfunded Commitment   $ 2,937        
Fair Value   $ 0        
Investment, Identifier [Axis]: PT Intermediate Holdings III, LLC 1            
Variable interest rate [3],[22]           5.98%
Interest Rate [3],[12],[22]           11.47%
Par Amount [3],[22]           $ 28,342
Cost [3],[10],[22]           28,128
Fair Value [3],[22]           $ 27,257
Percentage of Net Assets [3],[22]           1.58%
Investment, Identifier [Axis]: PT Intermediate Holdings III, LLC 2            
Variable interest rate [3],[22]           5.98%
Interest Rate [3],[12],[22]           11.47%
Par Amount [3],[22]           $ 15,768
Cost [3],[10],[22]           15,646
Fair Value [3],[22]           $ 15,164
Percentage of Net Assets [3],[22]           0.88%
Investment, Identifier [Axis]: PT Intermediate Holdings III, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest rate, PIK [15],[23]   1.75% 1.75% 1.75% 1.75%  
Interest Rate [15],[16],[23]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[23]   $ 41,594        
Cost [15],[23]   41,239        
Fair Value [15],[23]   $ 41,594        
Percentage of Net Assets [15],[23]   2.26% 2.26% 2.26% 2.26%  
Investment, Identifier [Axis]: PT Intermediate Holdings III, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest rate, PIK [15],[21],[23]   1.75% 1.75% 1.75% 1.75%  
Interest Rate [15],[16],[21],[23]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (4)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Pareto Health Intermediate Holdings, Inc.            
Unfunded Commitment           $ 792
Fair Value           $ (6)
Investment, Identifier [Axis]: Pareto Health Intermediate Holdings, Inc. 1            
Variable interest rate [3],[11]           6.50%
Interest Rate [3],[11],[12]           11.97%
Par Amount [3],[11]           $ 6,745
Cost [3],[10],[11]           6,619
Fair Value [3],[11]           $ 6,695
Percentage of Net Assets [3],[11]           0.39%
Unfunded Commitment   $ 5,602        
Fair Value   (28)        
Investment, Identifier [Axis]: Pareto Health Intermediate Holdings, Inc. 2            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           11.97%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (14)
Fair Value [3],[11],[13]           $ (6)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   792        
Fair Value   $ 0        
Investment, Identifier [Axis]: Pareto Health Intermediate Holdings, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.33% 9.33% 9.33% 9.33%  
Par Amount [14],[15],[17]   $ 28,593        
Cost [14],[15]   28,263        
Fair Value [14],[15]   $ 28,593        
Percentage of Net Assets [14],[15]   1.55% 1.55% 1.55% 1.55%  
Investment, Identifier [Axis]: Pareto Health Intermediate Holdings, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.33% 9.33% 9.33% 9.33%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (28)        
Fair Value [14],[15],[21]   $ (28)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Pareto Health Intermediate Holdings, Inc., First Lien Debt 3            
Variable interest rate [15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[21]   $ 0        
Cost [15],[21]   (12)        
Fair Value [15],[21]   $ 0        
Percentage of Net Assets [15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Patriot Growth Insurance Services, LLC            
Unfunded Commitment   $ 2,243       $ 4,485
Fair Value   $ 0       $ (44)
Investment, Identifier [Axis]: Patriot Growth Insurance Services, LLC 1            
Variable interest rate [3],[18],[22]           5.50%
Interest Rate [3],[12],[18],[22]           11.00%
Par Amount [3],[18],[22]           $ 62,358
Cost [3],[10],[18],[22]           61,419
Fair Value [3],[18],[22]           $ 61,747
Percentage of Net Assets [3],[18],[22]           3.59%
Investment, Identifier [Axis]: Patriot Growth Insurance Services, LLC 2            
Variable interest rate [3],[13],[22]           5.50%
Interest Rate [3],[12],[13],[22]           11.00%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (61)
Fair Value [3],[13],[22]           $ (44)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Patriot Growth Insurance Services, LLC, First Lien Debt 1            
Variable interest rate [15],[23],[24]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23],[24]   9.48% 9.48% 9.48% 9.48%  
Par Amount [15],[17],[23],[24]   $ 61,723        
Cost [15],[23],[24]   60,953        
Fair Value [15],[23],[24]   $ 61,723        
Percentage of Net Assets [15],[23],[24]   3.35% 3.35% 3.35% 3.35%  
Investment, Identifier [Axis]: Patriot Growth Insurance Services, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.48% 9.48% 9.48% 9.48%  
Par Amount [15],[17],[21],[23]   $ 2,243        
Cost [15],[21],[23]   2,194        
Fair Value [15],[21],[23]   $ 2,243        
Percentage of Net Assets [15],[21],[23]   0.12% 0.12% 0.12% 0.12%  
Investment, Identifier [Axis]: Performance Health & Wellness, First Lien Debt            
Variable interest rate [14],[15],[24]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16],[24]   10.21% 10.21% 10.21% 10.21%  
Par Amount [14],[15],[17],[24]   $ 9,398        
Cost [14],[15],[24]   9,305        
Fair Value [14],[15],[24]   $ 9,398        
Percentage of Net Assets [14],[15],[24]   0.51% 0.51% 0.51% 0.51%  
Investment, Identifier [Axis]: Performance Health Holdings, Inc.            
Variable interest rate [3],[11],[18]           5.75%
Interest Rate [3],[11],[12],[18]           11.32%
Par Amount [3],[11],[18]           $ 9,398
Cost [3],[10],[11],[18]           9,275
Fair Value [3],[11],[18]           $ 9,350
Percentage of Net Assets [3],[11],[18]           0.54%
Investment, Identifier [Axis]: PerkinElmer U.S., LLC            
Variable interest rate [3],[11],[18]           6.75%
Interest Rate [3],[11],[12],[18]           12.00%
Par Amount [3],[11],[18]           $ 4,383
Cost [3],[10],[11],[18]           4,268
Fair Value [3],[11],[18]           $ 4,373
Percentage of Net Assets [3],[11],[18]           0.25%
Investment, Identifier [Axis]: PerkinElmer U.S., LLC, First Lien Debt            
Variable interest rate [14],[15],[24]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[24]   9.34% 9.34% 9.34% 9.34%  
Par Amount [14],[15],[17],[24]   $ 4,340        
Cost [14],[15],[24]   4,244        
Fair Value [14],[15],[24]   $ 4,310        
Percentage of Net Assets [14],[15],[24]   0.23% 0.23% 0.23% 0.23%  
Investment, Identifier [Axis]: Pet Holdings, Inc. (Brightpet)            
Par Amount, Shares (in shares) | shares [3],[25]           17,543
Cost [3],[10],[25]           $ 2,013
Fair Value [3],[25]           $ 1,762
Percentage of Net Assets [3],[25]           0.10%
Investment, Identifier [Axis]: Pet Holdings, Inc. (Brightpet), Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   17,543 17,543 17,543 17,543  
Cost [15],[19],[20]   $ 2,013        
Fair Value [15],[19],[20]   $ 1,028        
Percentage of Net Assets [15],[19],[20]   0.06% 0.06% 0.06% 0.06%  
Investment, Identifier [Axis]: Peter C. Foy & Associates Insurance Services, LLC 1            
Variable interest rate [3],[18],[22]           6.00%
Interest Rate [3],[12],[18],[22]           11.47%
Par Amount [3],[18],[22]           $ 20,205
Cost [3],[10],[18],[22]           20,029
Fair Value [3],[18],[22]           $ 19,938
Percentage of Net Assets [3],[18],[22]           1.16%
Unfunded Commitment   $ 269       $ 1,695
Fair Value   (1)       $ (8)
Investment, Identifier [Axis]: Peter C. Foy & Associates Insurance Services, LLC 2            
Variable interest rate [3],[13],[22]           6.00%
Interest Rate [3],[12],[13],[22]           11.47%
Par Amount [3],[13],[22]           $ 7,140
Cost [3],[10],[13],[22]           7,060
Fair Value [3],[13],[22]           $ 7,033
Percentage of Net Assets [3],[13],[22]           0.41%
Unfunded Commitment   832       $ 832
Fair Value   $ 0       $ (12)
Investment, Identifier [Axis]: Peter C. Foy & Associates Insurance Services, LLC 3            
Variable interest rate [3],[13],[22]           6.00%
Interest Rate [3],[12],[13],[22]           11.47%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (5)
Fair Value [3],[13],[22]           $ (12)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Peter C. Foy & Associates Insurance Services, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[23]   9.83% 9.83% 9.83% 9.83%  
Par Amount [15],[17],[23]   $ 19,998        
Cost [15],[23]   19,854        
Fair Value [15],[23]   $ 19,998        
Percentage of Net Assets [15],[23]   1.09% 1.09% 1.09% 1.09%  
Investment, Identifier [Axis]: Peter C. Foy & Associates Insurance Services, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   9.83% 9.83% 9.83% 9.83%  
Par Amount [15],[17],[21],[23]   $ 8,511        
Cost [15],[21],[23]   8,443        
Fair Value [15],[21],[23]   $ 8,504        
Percentage of Net Assets [15],[21],[23]   0.46% 0.46% 0.46% 0.46%  
Investment, Identifier [Axis]: Peter C. Foy & Associates Insurance Services, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21],[23]   9.83% 9.83% 9.83% 9.83%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (4)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Pound Bidco, Inc 2            
Unfunded Commitment           $ 1,163
Fair Value           0
Investment, Identifier [Axis]: Pound Bidco, Inc.            
Unfunded Commitment           297
Fair Value           $ 0
Investment, Identifier [Axis]: Pound Bidco, Inc. 1            
Variable interest rate [3],[11],[18],[26]           6.50%
Interest Rate [3],[11],[12],[18],[26]           11.96%
Par Amount [3],[11],[18],[26]           $ 10,832
Cost [3],[10],[11],[18],[26]           10,707
Fair Value [3],[11],[18],[26]           $ 10,796
Percentage of Net Assets [3],[11],[18],[26]           0.63%
Unfunded Commitment   $ 1,631        
Fair Value   (4)        
Investment, Identifier [Axis]: Pound Bidco, Inc. 2            
Variable interest rate [3],[11],[13],[26]           6.50%
Interest Rate [3],[11],[12],[13],[26]           11.96%
Par Amount [3],[11],[13],[26]           $ 0
Cost [3],[10],[11],[13],[26]           0
Fair Value [3],[11],[13],[26]           $ 0
Percentage of Net Assets [3],[11],[13],[26]           0.00%
Unfunded Commitment   59        
Fair Value   0        
Investment, Identifier [Axis]: Pound Bidco, Inc. 3            
Variable interest rate [3],[11],[13],[18],[26]           6.50%
Interest Rate [3],[11],[12],[13],[18],[26]           11.96%
Par Amount [3],[11],[13],[18],[26]           $ 0
Cost [3],[10],[11],[13],[18],[26]           (10)
Fair Value [3],[11],[13],[18],[26]           $ 0
Percentage of Net Assets [3],[11],[13],[18],[26]           0.00%
Unfunded Commitment   1,163        
Fair Value   $ (3)        
Investment, Identifier [Axis]: Pound Bidco, Inc., First Lien Debt 1            
Variable interest rate [14],[15],[27]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[27]   10.86% 10.86% 10.86% 10.86%  
Par Amount [14],[15],[17],[27]   $ 22,180        
Cost [14],[15],[27]   22,008        
Fair Value [14],[15],[27]   $ 22,122        
Percentage of Net Assets [14],[15],[27]   1.20% 1.20% 1.20% 1.20%  
Investment, Identifier [Axis]: Pound Bidco, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21],[27]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21],[27]   10.86% 10.86% 10.86% 10.86%  
Par Amount [14],[15],[17],[21],[27]   $ 528        
Cost [14],[15],[21],[27]   528        
Fair Value [14],[15],[21],[27]   $ 522        
Percentage of Net Assets [14],[15],[21],[27]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Pound Bidco, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21],[24],[27]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21],[24],[27]   10.86% 10.86% 10.86% 10.86%  
Par Amount [14],[15],[17],[21],[24],[27]   $ 0        
Cost [14],[15],[21],[24],[27]   (8)        
Fair Value [14],[15],[21],[24],[27]   $ (3)        
Percentage of Net Assets [14],[15],[21],[24],[27]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Pritchard Industries, Inc.            
Par Amount, Shares (in shares) | shares [3],[25]           1,700,000
Cost [3],[10],[25]           $ 1,700
Fair Value [3],[25]           $ 1,785
Percentage of Net Assets [3],[25]           0.10%
Investment, Identifier [Axis]: Pritchard Industries, LLC 1            
Variable interest rate [3],[22]           5.50%
Interest Rate [3],[12],[22]           10.94%
Par Amount [3],[22]           $ 25,274
Cost [3],[10],[22]           24,925
Fair Value [3],[22]           $ 24,771
Percentage of Net Assets [3],[22]           1.44%
Investment, Identifier [Axis]: Pritchard Industries, LLC 2            
Variable interest rate [3],[22]           5.50%
Interest Rate [3],[12],[22]           10.94%
Par Amount [3],[22]           $ 6,043
Cost [3],[10],[22]           5,956
Fair Value [3],[22]           $ 5,922
Percentage of Net Assets [3],[22]           0.34%
Investment, Identifier [Axis]: Pritchard Industries, LLC, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   1,882,739 1,882,739 1,882,739 1,882,739  
Cost [15],[19],[20]   $ 1,937        
Fair Value [15],[19],[20]   $ 1,770        
Percentage of Net Assets [15],[19],[20]   0.10% 0.10% 0.10% 0.10%  
Investment, Identifier [Axis]: Pritchard Industries, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23]   10.29% 10.29% 10.29% 10.29%  
Par Amount [15],[17],[23]   $ 25,016        
Cost [15],[23]   24,750        
Fair Value [15],[23]   $ 24,718        
Percentage of Net Assets [15],[23]   1.34% 1.34% 1.34% 1.34%  
Investment, Identifier [Axis]: Pritchard Industries, LLC, First Lien Debt 2            
Variable interest rate [15],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23]   10.29% 10.29% 10.29% 10.29%  
Par Amount [15],[17],[23]   $ 5,981        
Cost [15],[23]   5,915        
Fair Value [15],[23]   $ 5,910        
Percentage of Net Assets [15],[23]   0.32% 0.32% 0.32% 0.32%  
Investment, Identifier [Axis]: Procure Acquiom Financial, LLC (Procure Analytics)            
Par Amount, Shares (in shares) | shares [3],[25]           1,000,000
Cost [3],[10],[25]           $ 1,000
Fair Value [3],[25]           $ 1,290
Percentage of Net Assets [3],[25]           0.07%
Investment, Identifier [Axis]: Procure Acquiom Financial, LLC (Procure Analytics), Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   1,000,000 1,000,000 1,000,000 1,000,000  
Cost [15],[19],[20]   $ 1,000        
Fair Value [15],[19],[20]   $ 1,470        
Percentage of Net Assets [15],[19],[20]   0.08% 0.08% 0.08% 0.08%  
Investment, Identifier [Axis]: Procure Acquireco, Inc. (Procure Analytics) 1            
Variable interest rate [3],[22]           5.00%
Interest Rate [3],[12],[22]           10.54%
Par Amount [3],[22]           $ 3,889
Cost [3],[10],[22]           3,829
Fair Value [3],[22]           $ 3,773
Percentage of Net Assets [3],[22]           0.22%
Unfunded Commitment   $ 700       $ 238
Fair Value   (3)       $ (7)
Investment, Identifier [Axis]: Procure Acquireco, Inc. (Procure Analytics) 2            
Variable interest rate [3],[22]           5.00%
Interest Rate [3],[12],[22]           10.54%
Par Amount [3],[22]           $ 192
Cost [3],[10],[22]           189
Fair Value [3],[22]           $ 186
Percentage of Net Assets [3],[22]           0.01%
Unfunded Commitment   238        
Fair Value   $ 0        
Investment, Identifier [Axis]: Procure Acquireco, Inc. (Procure Analytics) 3            
Variable interest rate [3],[13],[22]           5.00%
Interest Rate [3],[12],[13],[22]           10.54%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (3)
Fair Value [3],[13],[22]           $ (7)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Procure Acquireco, Inc. (Procure Analytics), First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.49% 9.49% 9.49% 9.49%  
Par Amount [15],[17],[23]   $ 3,849        
Cost [15],[23]   3,800        
Fair Value [15],[23]   $ 3,849        
Percentage of Net Assets [15],[23]   0.21% 0.21% 0.21% 0.21%  
Investment, Identifier [Axis]: Procure Acquireco, Inc. (Procure Analytics), First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.49% 9.49% 9.49% 9.49%  
Par Amount [15],[17],[21],[23]   $ 190        
Cost [15],[21],[23]   185        
Fair Value [15],[21],[23]   $ 187        
Percentage of Net Assets [15],[21],[23]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Procure Acquireco, Inc. (Procure Analytics), First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.49% 9.49% 9.49% 9.49%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (3)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Project Accelerate Parent, LLC            
Unfunded Commitment   $ 1,250        
Fair Value   $ 0        
Investment, Identifier [Axis]: Project Accelerate Parent, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.61% 9.61% 9.61% 9.61%  
Par Amount [15],[17],[23]   $ 8,706        
Cost [15],[23]   8,627        
Fair Value [15],[23]   $ 8,706        
Percentage of Net Assets [15],[23]   0.47% 0.47% 0.47% 0.47%  
Investment, Identifier [Axis]: Project Accelerate Parent, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.61% 9.61% 9.61% 9.61%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (11)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Project Boost Purchaser, LLC            
Unfunded Commitment   $ 273        
Fair Value   $ 0        
Investment, Identifier [Axis]: Project Boost Purchaser, LLC 1            
Variable interest rate [3],[22]           5.25%
Interest Rate [3],[12],[22]           10.64%
Par Amount [3],[22]           $ 5,668
Cost [3],[10],[22]           5,623
Fair Value [3],[22]           $ 5,662
Percentage of Net Assets [3],[22]           0.33%
Unfunded Commitment           $ 589
Fair Value           $ (1)
Investment, Identifier [Axis]: Project Boost Purchaser, LLC 2            
Variable interest rate [3],[13],[22]           5.25%
Interest Rate [3],[12],[13],[22]           10.64%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (4)
Fair Value [3],[13],[22]           $ (1)
Percentage of Net Assets [3],[13],[22]           0.00%
Unfunded Commitment           $ 449
Fair Value           $ 0
Investment, Identifier [Axis]: Project Boost Purchaser, LLC 3            
Variable interest rate [3],[13],[22]           5.25%
Interest Rate [3],[12],[13],[22]           10.64%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (3)
Fair Value [3],[13],[22]           $ 0
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Project Boost Purchaser, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.76% 9.76% 9.76% 9.76%  
Par Amount [15],[17],[23]   $ 5,610        
Cost [15],[23]   5,573        
Fair Value [15],[23]   $ 5,610        
Percentage of Net Assets [15],[23]   0.30% 0.30% 0.30% 0.30%  
Investment, Identifier [Axis]: Project Boost Purchaser, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.76% 9.76% 9.76% 9.76%  
Par Amount [15],[17],[21],[23]   $ 176        
Cost [15],[21],[23]   173        
Fair Value [15],[21],[23]   $ 176        
Percentage of Net Assets [15],[21],[23]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Project Leopard Holdings, Inc.            
Variable interest rate [3],[26]           5.25%
Interest Rate [3],[12],[26]           10.73%
Par Amount [3],[26]           $ 6,217
Cost [3],[10],[26]           5,849
Fair Value [3],[26]           $ 5,590
Percentage of Net Assets [3],[26]           0.32%
Investment, Identifier [Axis]: Project Leopard Holdings, Inc., First Lien Debt            
Variable interest rate [27],[28]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [16],[27],[28]   9.94% 9.94% 9.94% 9.94%  
Par Amount [17],[27],[28]   $ 6,154        
Cost [27],[28]   5,840        
Fair Value [27],[28]   $ 5,493        
Percentage of Net Assets [27],[28]   0.30% 0.30% 0.30% 0.30%  
Investment, Identifier [Axis]: Project Potter Buyer, LLC            
Unfunded Commitment   $ 1,173        
Fair Value   $ 0        
Investment, Identifier [Axis]: Project Potter Buyer, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.33% 10.33% 10.33% 10.33%  
Par Amount [14],[15],[17]   $ 13,617        
Cost [14],[15]   13,617        
Fair Value [14],[15]   $ 13,617        
Percentage of Net Assets [14],[15]   0.74% 0.74% 0.74% 0.74%  
Investment, Identifier [Axis]: Project Potter Buyer, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21]   10.33% 10.33% 10.33% 10.33%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   0        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Promptcare Infusion Buyer, Inc.            
Unfunded Commitment   $ 1,389        
Fair Value   $ (18)        
Investment, Identifier [Axis]: Promptcare Infusion Buyer, Inc. 1            
Variable interest rate [3],[11]           6.00%
Interest Rate [3],[11],[12]           11.46%
Par Amount [3],[11]           $ 8,981
Cost [3],[10],[11]           8,860
Fair Value [3],[11]           $ 8,865
Percentage of Net Assets [3],[11]           0.52%
Investment, Identifier [Axis]: Promptcare Infusion Buyer, Inc. 2            
Variable interest rate [3],[11]           6.00%
Interest Rate [3],[11],[12]           11.46%
Par Amount [3],[11]           $ 1,399
Cost [3],[10],[11]           1,385
Fair Value [3],[11]           $ 1,381
Percentage of Net Assets [3],[11]           0.08%
Investment, Identifier [Axis]: Promptcare Infusion Buyer, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.44% 10.44% 10.44% 10.44%  
Par Amount [14],[15],[17]   $ 8,889        
Cost [14],[15]   8,798        
Fair Value [14],[15]   $ 8,773        
Percentage of Net Assets [14],[15]   0.48% 0.48% 0.48% 0.48%  
Investment, Identifier [Axis]: Promptcare Infusion Buyer, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21]   10.44% 10.44% 10.44% 10.44%  
Par Amount [14],[15],[17],[21]   $ 2,767        
Cost [14],[15],[21]   2,723        
Fair Value [14],[15],[21]   $ 2,713        
Percentage of Net Assets [14],[15],[21]   0.15% 0.15% 0.15% 0.15%  
Investment, Identifier [Axis]: Pye-Barker Fire & Safety, LLC 1            
Unfunded Commitment   $ 6,778        
Fair Value   0        
Investment, Identifier [Axis]: Pye-Barker Fire & Safety, LLC 2            
Unfunded Commitment   3,189        
Fair Value   $ 0        
Investment, Identifier [Axis]: Pye-Barker Fire & Safety, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[23]   8.83% 8.83% 8.83% 8.83%  
Par Amount [15],[17],[23]   $ 26,325        
Cost [15],[23]   26,325        
Fair Value [15],[23]   $ 26,325        
Percentage of Net Assets [15],[23]   1.43% 1.43% 1.43% 1.43%  
Investment, Identifier [Axis]: Pye-Barker Fire & Safety, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21],[23]   8.83% 8.83% 8.83% 8.83%  
Par Amount [15],[17],[21],[23]   $ 3,752        
Cost [15],[21],[23]   3,685        
Fair Value [15],[21],[23]   $ 3,752        
Percentage of Net Assets [15],[21],[23]   0.20% 0.20% 0.20% 0.20%  
Investment, Identifier [Axis]: Pye-Barker Fire & Safety, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21],[23]   8.83% 8.83% 8.83% 8.83%  
Par Amount [15],[17],[21],[23]   $ 456        
Cost [15],[21],[23]   423        
Fair Value [15],[21],[23]   $ 456        
Percentage of Net Assets [15],[21],[23]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: QBS Parent, Inc.            
Variable interest rate [3]           8.50%
Interest Rate [3],[12]           14.04%
Par Amount [3]           $ 15,000
Cost [3],[10]           14,853
Fair Value [3]           $ 14,400
Percentage of Net Assets [3]           0.84%
Investment, Identifier [Axis]: RFS Opco, LLC            
Unfunded Commitment   $ 410        
Fair Value   $ (2)        
Investment, Identifier [Axis]: RFS Opco, LLC, First Lien Debt 1            
Variable interest rate [15],[28]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[28]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[28]   $ 14,464        
Cost [15],[28]   14,330        
Fair Value [15],[28]   $ 14,407        
Percentage of Net Assets [15],[28]   0.78% 0.78% 0.78% 0.78%  
Investment, Identifier [Axis]: RFS Opco, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[28]   3.50% 3.50% 3.50% 3.50%  
Interest Rate [15],[16],[21],[28]   7.83% 7.83% 7.83% 7.83%  
Par Amount [15],[17],[21],[28]   $ 90        
Cost [15],[21],[28]   86        
Fair Value [15],[21],[28]   $ 88        
Percentage of Net Assets [15],[21],[28]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: RSC Acquisition, Inc.            
Unfunded Commitment           $ 610
Fair Value           $ (5)
Investment, Identifier [Axis]: RSC Acquisition, Inc. 1            
Variable interest rate [3],[18],[22]           5.50%
Interest Rate [3],[12],[18],[22]           11.02%
Par Amount [3],[18],[22]           $ 32,400
Cost [3],[10],[18],[22]           31,989
Fair Value [3],[18],[22]           $ 32,125
Percentage of Net Assets [3],[18],[22]           1.87%
Investment, Identifier [Axis]: RSC Acquisition, Inc. 2            
Variable interest rate [3],[13],[22]           6.00%
Interest Rate [3],[12],[13],[22]           11.39%
Par Amount [3],[13],[22]           $ 135
Cost [3],[10],[13],[22]           124
Fair Value [3],[13],[22]           $ 128
Percentage of Net Assets [3],[13],[22]           0.01%
Investment, Identifier [Axis]: RSC Acquisition, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.21% 9.21% 9.21% 9.21%  
Par Amount [15],[17],[23]   $ 32,129        
Cost [15],[23]   31,780        
Fair Value [15],[23]   $ 32,129        
Percentage of Net Assets [15],[23]   1.74% 1.74% 1.74% 1.74%  
Investment, Identifier [Axis]: RSC Acquisition, Inc., First Lien Debt 2            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.21% 9.21% 9.21% 9.21%  
Par Amount [15],[17],[23]   $ 3,781        
Cost [15],[23]   3,758        
Fair Value [15],[23]   $ 3,781        
Percentage of Net Assets [15],[23]   0.21% 0.21% 0.21% 0.21%  
Investment, Identifier [Axis]: RSK Holdings, Inc. (Riskonnect)            
Variable interest rate [3],[22],[25]           10.50%
Par Amount, Shares (in shares) | shares [3],[22],[25]           1,012,200
Cost [3],[10],[22],[25]           $ 1,137
Fair Value [3],[22],[25]           $ 1,275
Percentage of Net Assets [3],[22],[25]           0.07%
Investment, Identifier [Axis]: RSK Holdings, Inc. (Riskonnect), Preferred Equity            
Variable interest rate [15],[19]   10.50% 10.50% 10.50% 10.50%  
Par Amount, Shares (in shares) | shares [15],[17],[19]   1,012,200 1,012,200 1,012,200 1,012,200  
Cost [15],[19]   $ 1,423        
Fair Value [15],[19]   $ 1,478        
Percentage of Net Assets [15],[19]   0.08% 0.08% 0.08% 0.08%  
Investment, Identifier [Axis]: Randy's Holdings, Inc. 1            
Variable interest rate [3],[11]           6.50%
Interest Rate [3],[11],[12]           11.87%
Par Amount [3],[11]           $ 6,676
Cost [3],[10],[11]           6,505
Fair Value [3],[11]           $ 6,653
Percentage of Net Assets [3],[11]           0.39%
Unfunded Commitment   $ 1,580       $ 2,248
Fair Value   0       $ (8)
Investment, Identifier [Axis]: Randy's Holdings, Inc. 2            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           11.87%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (27)
Fair Value [3],[11],[13]           $ (8)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   594       $ 639
Fair Value   $ 0       $ (2)
Investment, Identifier [Axis]: Randy's Holdings, Inc. 3            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           11.87%
Par Amount [3],[11],[13]           $ 260
Cost [3],[10],[11],[13]           238
Fair Value [3],[11],[13]           $ 257
Percentage of Net Assets [3],[11],[13]           0.01%
Investment, Identifier [Axis]: Randy's Holdings, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   9.45% 9.45% 9.45% 9.45%  
Par Amount [14],[15],[17]   $ 6,608        
Cost [14],[15]   6,467        
Fair Value [14],[15]   $ 6,608        
Percentage of Net Assets [14],[15]   0.36% 0.36% 0.36% 0.36%  
Investment, Identifier [Axis]: Randy's Holdings, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.45% 9.45% 9.45% 9.45%  
Par Amount [14],[15],[17],[21]   $ 664        
Cost [14],[15],[21]   634        
Fair Value [14],[15],[21]   $ 664        
Percentage of Net Assets [14],[15],[21]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: Randy's Holdings, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16],[21]   9.45% 9.45% 9.45% 9.45%  
Par Amount [14],[15],[17],[21]   $ 305        
Cost [14],[15],[21]   288        
Fair Value [14],[15],[21]   $ 305        
Percentage of Net Assets [14],[15],[21]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: Raptor Merger Sub Debt, LLC            
Unfunded Commitment   $ 1,953       $ 1,953
Fair Value   $ (7)       $ (2)
Investment, Identifier [Axis]: Raptor Merger Sub Debt, LLC 1            
Variable interest rate [3],[18],[22]           6.75%
Interest Rate [3],[12],[18],[22]           12.10%
Par Amount [3],[18],[22]           $ 32,233
Cost [3],[10],[18],[22]           31,399
Fair Value [3],[18],[22]           $ 32,201
Percentage of Net Assets [3],[18],[22]           1.87%
Investment, Identifier [Axis]: Raptor Merger Sub Debt, LLC 2            
Variable interest rate [3],[13],[22]           6.75%
Interest Rate [3],[12],[13],[22]           12.10%
Par Amount [3],[13],[22]           $ 488
Cost [3],[10],[13],[22]           431
Fair Value [3],[13],[22]           $ 486
Percentage of Net Assets [3],[13],[22]           0.03%
Investment, Identifier [Axis]: Raptor Merger Sub Debt, LLC, First Lien Debt 1            
Variable interest rate [23],[24]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [16],[23],[24]   9.83% 9.83% 9.83% 9.83%  
Par Amount [17],[23],[24]   $ 31,907        
Cost [23],[24]   31,206        
Fair Value [23],[24]   $ 31,801        
Percentage of Net Assets [23],[24]   1.73% 1.73% 1.73% 1.73%  
Investment, Identifier [Axis]: Raptor Merger Sub Debt, LLC, First Lien Debt 2            
Variable interest rate [21],[23]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [16],[21],[23]   9.83% 9.83% 9.83% 9.83%  
Par Amount [17],[21],[23]   $ 488        
Cost [21],[23]   435        
Fair Value [21],[23]   $ 480        
Percentage of Net Assets [21],[23]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Recovery Point Systems, Inc.            
Par Amount, Shares (in shares) | shares [3],[25]           1,000,000
Cost [3],[10],[25]           $ 1,000
Fair Value [3],[25]           $ 810
Percentage of Net Assets [3],[25]           0.05%
Unfunded Commitment   $ 4,000       $ 4,000
Fair Value   $ 0       $ 0
Investment, Identifier [Axis]: Recovery Point Systems, Inc. 1            
Variable interest rate [3],[11],[18]           6.50%
Interest Rate [3],[11],[12],[18]           11.07%
Par Amount [3],[11],[18]           $ 40,635
Cost [3],[10],[11],[18]           40,229
Fair Value [3],[11],[18]           $ 40,635
Percentage of Net Assets [3],[11],[18]           2.36%
Investment, Identifier [Axis]: Recovery Point Systems, Inc. 2            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           11.07%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (35)
Fair Value [3],[11],[13]           $ 0
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Recovery Point Systems, Inc., Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   1,000,000 1,000,000 1,000,000 1,000,000  
Cost [15],[19],[20]   $ 1,000        
Fair Value [15],[19],[20]   $ 570        
Percentage of Net Assets [15],[19],[20]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Recovery Point Systems, Inc., First Lien Debt 1            
Variable interest rate [14],[15],[24]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[24]   10.73% 10.73% 10.73% 10.73%  
Par Amount [14],[15],[17],[24]   $ 40,215        
Cost [14],[15],[24]   39,955        
Fair Value [14],[15],[24]   $ 40,215        
Percentage of Net Assets [14],[15],[24]   2.18% 2.18% 2.18% 2.18%  
Investment, Identifier [Axis]: Recovery Point Systems, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21]   10.73% 10.73% 10.73% 10.73%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (21)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Red Dawn SEI Buyer, Inc.            
Variable interest rate [3],[11]           8.50%
Interest Rate [3],[11],[12]           13.86%
Par Amount [3],[11]           $ 19,000
Cost [3],[10],[11]           18,727
Fair Value [3],[11]           $ 18,945
Percentage of Net Assets [3],[11]           1.10%
Investment, Identifier [Axis]: Redwood Services Group, LLC            
Unfunded Commitment   $ 151       $ 505
Fair Value   $ (1)       $ (12)
Investment, Identifier [Axis]: Redwood Services Group, LLC 1            
Variable interest rate [3],[22]           6.25%
Interest Rate [3],[12],[22]           11.70%
Par Amount [3],[22]           $ 10,829
Cost [3],[10],[22]           10,648
Fair Value [3],[22]           $ 10,563
Percentage of Net Assets [3],[22]           0.61%
Investment, Identifier [Axis]: Redwood Services Group, LLC 2            
Variable interest rate [3],[13],[22]           6.25%
Interest Rate [3],[12],[13],[22]           11.70%
Par Amount [3],[13],[22]           $ 5,706
Cost [3],[10],[13],[22]           5,645
Fair Value [3],[13],[22]           $ 5,553
Percentage of Net Assets [3],[13],[22]           0.32%
Investment, Identifier [Axis]: Redwood Services Group, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [15],[16],[23]   10.68% 10.68% 10.68% 10.68%  
Par Amount [15],[17],[23]   $ 10,720        
Cost [15],[23]   10,615        
Fair Value [15],[23]   $ 10,720        
Percentage of Net Assets [15],[23]   0.58% 0.58% 0.58% 0.58%  
Investment, Identifier [Axis]: Redwood Services Group, LLC, First Lien Debt 2            
Variable interest rate [15],[23]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [15],[16],[23]   10.68% 10.68% 10.68% 10.68%  
Par Amount [15],[17],[23]   $ 8,845        
Cost [15],[23]   8,723        
Fair Value [15],[23]   $ 8,827        
Percentage of Net Assets [15],[23]   0.48% 0.48% 0.48% 0.48%  
Investment, Identifier [Axis]: Reorganized Mobileum Acquisition Co, LLC, First Lien Debt            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest rate, PIK [14],[15]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [14],[15],[16]   10.45% 10.45% 10.45% 10.45%  
Par Amount [14],[15],[17]   $ 187        
Cost [14],[15]   187        
Fair Value [14],[15]   $ 187        
Percentage of Net Assets [14],[15]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Reorganized Mobileum Grandparent, LLC, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   25,375 25,375 25,375 25,375  
Cost [15],[19],[20]   $ 0        
Fair Value [15],[19],[20]   $ 0        
Percentage of Net Assets [15],[19],[20]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Revalize, Inc.            
Variable interest rate [3],[11],[25]           10.00%
Par Amount, Shares (in shares) | shares [3],[11],[25]           2,255
Cost [3],[10],[11],[25]           $ 2,776
Fair Value [3],[11],[25]           $ 2,833
Percentage of Net Assets [3],[11],[25]           0.16%
Unfunded Commitment   $ 19       $ 53
Fair Value   $ (1)       $ (1)
Investment, Identifier [Axis]: Revalize, Inc. 1            
Variable interest rate [3],[11]           5.75%
Interest Rate [3],[11],[12]           11.21%
Par Amount [3],[11]           $ 19,455
Cost [3],[10],[11]           19,376
Fair Value [3],[11]           $ 19,053
Percentage of Net Assets [3],[11]           1.11%
Investment, Identifier [Axis]: Revalize, Inc. 2            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.21%
Par Amount [3],[11],[13]           $ 18
Cost [3],[10],[11],[13]           17
Fair Value [3],[11],[13]           $ 16
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Revalize, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16]   10.49% 10.49% 10.49% 10.49%  
Par Amount [14],[15],[17]   $ 19,255        
Cost [14],[15]   19,205        
Fair Value [14],[15]   $ 17,949        
Percentage of Net Assets [14],[15]   0.97% 0.97% 0.97% 0.97%  
Investment, Identifier [Axis]: Revalize, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16],[21]   10.49% 10.49% 10.49% 10.49%  
Par Amount [14],[15],[17],[21]   $ 51        
Cost [14],[15],[21]   51        
Fair Value [14],[15],[21]   $ 47        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Revalize, Inc., Preferred Equity            
Variable interest rate [15],[19]   10.00% 10.00% 10.00% 10.00%  
Par Amount, Shares (in shares) | shares [15],[17],[19]   2,255 2,255 2,255 2,255  
Cost [15],[19]   $ 3,196        
Fair Value [15],[19]   $ 3,272        
Percentage of Net Assets [15],[19]   0.18% 0.18% 0.18% 0.18%  
Investment, Identifier [Axis]: Reveal Data Solutions            
Par Amount, Shares (in shares) | shares [3],[25]           477,846
Cost [3],[10],[25]           $ 621
Fair Value [3],[25]           $ 621
Percentage of Net Assets [3],[25]           0.04%
Investment, Identifier [Axis]: Reveal Data Solutions, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   477,846 477,846 477,846 477,846  
Cost [15],[19],[20]   $ 621        
Fair Value [15],[19],[20]   $ 783        
Percentage of Net Assets [15],[19],[20]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: Ridge Trail US Bidco, Inc. 1            
Unfunded Commitment   $ 8,268        
Fair Value   (22)        
Investment, Identifier [Axis]: Ridge Trail US Bidco, Inc. 2            
Unfunded Commitment   2,012        
Fair Value   $ (5)        
Investment, Identifier [Axis]: Ridge Trail US Bidco, Inc., First Lien Debt 1            
Variable interest rate [14],[15],[27]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [14],[15],[16],[27]   8.83% 8.83% 8.83% 8.83%  
Par Amount [14],[15],[17],[27]   $ 23,976        
Cost [14],[15],[27]   23,626        
Fair Value [14],[15],[27]   $ 23,912        
Percentage of Net Assets [14],[15],[27]   1.30% 1.30% 1.30% 1.30%  
Investment, Identifier [Axis]: Ridge Trail US Bidco, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21],[27]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [14],[15],[16],[21],[27]   8.83% 8.83% 8.83% 8.83%  
Par Amount [14],[15],[17],[21],[27]   $ 0        
Cost [14],[15],[21],[27]   (60)        
Fair Value [14],[15],[21],[27]   $ (22)        
Percentage of Net Assets [14],[15],[21],[27]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Ridge Trail US Bidco, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21],[27]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [14],[15],[16],[21],[27]   8.83% 8.83% 8.83% 8.83%  
Par Amount [14],[15],[17],[21],[27]   $ 744        
Cost [14],[15],[21],[27]   704        
Fair Value [14],[15],[21],[27]   $ 737        
Percentage of Net Assets [14],[15],[21],[27]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: Riskonnect Parent, LLC            
Unfunded Commitment           $ 558
Fair Value           $ (1)
Investment, Identifier [Axis]: Riskonnect Parent, LLC 1            
Variable interest rate [3],[22]           5.50%
Interest Rate [3],[12],[22]           11.00%
Par Amount [3],[22]           $ 519
Cost [3],[10],[22]           511
Fair Value [3],[22]           $ 518
Percentage of Net Assets [3],[22]           0.03%
Unfunded Commitment   $ 1,264        
Fair Value   (10)        
Investment, Identifier [Axis]: Riskonnect Parent, LLC 2            
Variable interest rate [3],[13],[22]           5.50%
Interest Rate [3],[12],[13],[22]           11.00%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (5)
Fair Value [3],[13],[22]           $ (1)
Percentage of Net Assets [3],[13],[22]           0.00%
Unfunded Commitment   915        
Fair Value   $ (7)        
Investment, Identifier [Axis]: Riskonnect Parent, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.57% 9.57% 9.57% 9.57%  
Par Amount [15],[17],[23]   $ 5,679        
Cost [15],[23]   5,586        
Fair Value [15],[23]   $ 5,635        
Percentage of Net Assets [15],[23]   0.31% 0.31% 0.31% 0.31%  
Investment, Identifier [Axis]: Riskonnect Parent, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.57% 9.57% 9.57% 9.57%  
Par Amount [15],[17],[21],[23]   $ 4,187        
Cost [15],[21],[23]   4,103        
Fair Value [15],[21],[23]   $ 4,145        
Percentage of Net Assets [15],[21],[23]   0.23% 0.23% 0.23% 0.23%  
Investment, Identifier [Axis]: Riskonnect Parent, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.57% 9.57% 9.57% 9.57%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (15)        
Fair Value [15],[21],[23]   $ (7)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: RoadOne IntermodaLogistics            
Unfunded Commitment   $ 255        
Fair Value   $ (6)        
Investment, Identifier [Axis]: RoadOne IntermodaLogistics 1            
Variable interest rate [3],[11]           6.25%
Interest Rate [3],[11],[12]           11.61%
Par Amount [3],[11]           $ 1,655
Cost [3],[10],[11]           1,612
Fair Value [3],[11]           $ 1,626
Percentage of Net Assets [3],[11]           0.09%
Unfunded Commitment           $ 273
Fair Value           $ (5)
Investment, Identifier [Axis]: RoadOne IntermodaLogistics 2            
Variable interest rate [3],[11],[13]           6.25%
Interest Rate [3],[11],[12],[13]           11.61%
Par Amount [3],[11],[13]           $ 152
Cost [3],[10],[11],[13]           144
Fair Value [3],[11],[13]           $ 144
Percentage of Net Assets [3],[11],[13]           0.01%
Unfunded Commitment           $ 309
Fair Value           $ (6)
Investment, Identifier [Axis]: RoadOne IntermodaLogistics 3            
Variable interest rate [3],[11],[13]           6.25%
Interest Rate [3],[11],[12],[13]           11.61%
Par Amount [3],[11],[13]           $ 20
Cost [3],[10],[11],[13]           12
Fair Value [3],[11],[13]           $ 14
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: RoadOne IntermodaLogistics, First Lien Debt 1            
Variable interest rate [14],[15]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16]   10.84% 10.84% 10.84% 10.84%  
Par Amount [14],[15],[17]   $ 1,639        
Cost [14],[15]   1,602        
Fair Value [14],[15]   $ 1,602        
Percentage of Net Assets [14],[15]   0.09% 0.09% 0.09% 0.09%  
Investment, Identifier [Axis]: RoadOne IntermodaLogistics, First Lien Debt 2            
Variable interest rate [14],[15]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16]   10.84% 10.84% 10.84% 10.84%  
Par Amount [14],[15],[17]   $ 150        
Cost [14],[15]   147        
Fair Value [14],[15]   $ 147        
Percentage of Net Assets [14],[15]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: RoadOne IntermodaLogistics, First Lien Debt 3            
Variable interest rate [14],[15],[21]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16],[21]   10.84% 10.84% 10.84% 10.84%  
Par Amount [14],[15],[17],[21]   $ 75        
Cost [14],[15],[21]   68        
Fair Value [14],[15],[21]   $ 68        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Routeware, Inc. 1            
Unfunded Commitment   $ 1,477        
Fair Value   0        
Investment, Identifier [Axis]: Routeware, Inc. 2            
Unfunded Commitment   341        
Fair Value   $ 0        
Investment, Identifier [Axis]: Routeware, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16]   9.60% 9.60% 9.60% 9.60%  
Par Amount [14],[15],[17]   $ 3,182        
Cost [14],[15]   3,151        
Fair Value [14],[15]   $ 3,182        
Percentage of Net Assets [14],[15]   0.17% 0.17% 0.17% 0.17%  
Investment, Identifier [Axis]: Routeware, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.60% 9.60% 9.60% 9.60%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (7)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Routeware, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.60% 9.60% 9.60% 9.60%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (3)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Runway Bidco, LLC 1            
Unfunded Commitment   $ 2,715        
Fair Value   (13)        
Investment, Identifier [Axis]: Runway Bidco, LLC 2            
Unfunded Commitment   1,357        
Fair Value   $ (13)        
Investment, Identifier [Axis]: Runway Bidco, LLC, First Lien Debt 1            
Variable interest rate [15],[28]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[28]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[28]   $ 10,928        
Cost [15],[28]   10,819        
Fair Value [15],[28]   $ 10,819        
Percentage of Net Assets [15],[28]   0.59% 0.59% 0.59% 0.59%  
Investment, Identifier [Axis]: Runway Bidco, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[28]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[28]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[21],[28]   $ 0        
Cost [15],[21],[28]   (14)        
Fair Value [15],[21],[28]   $ (13)        
Percentage of Net Assets [15],[21],[28]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Runway Bidco, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[28]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[28]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[21],[28]   $ 0        
Cost [15],[21],[28]   (14)        
Fair Value [15],[21],[28]   $ (13)        
Percentage of Net Assets [15],[21],[28]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: SDB Holdco, LLC, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   5,460,555 5,460,555 5,460,555 5,460,555  
Cost [15],[19],[20]   $ 0        
Fair Value [15],[19],[20]   $ 0        
Percentage of Net Assets [15],[19],[20]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: SV Newco 2, Inc. 1            
Unfunded Commitment   $ 14,319        
Fair Value   (113)        
Investment, Identifier [Axis]: SV Newco 2, Inc. 2            
Unfunded Commitment   8,591        
Fair Value   $ (68)        
Investment, Identifier [Axis]: SV Newco 2, Inc., First Lien Debt 1            
Variable interest rate [15],[23],[27]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23],[27]   9.26% 9.26% 9.26% 9.26%  
Par Amount [15],[17],[23],[27]   $ 22,853        
Cost [15],[23],[27]   22,530        
Fair Value [15],[23],[27]   $ 22,672        
Percentage of Net Assets [15],[23],[27]   1.23% 1.23% 1.23% 1.23%  
Investment, Identifier [Axis]: SV Newco 2, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23],[27]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23],[27]   9.26% 9.26% 9.26% 9.26%  
Par Amount [15],[17],[21],[23],[27]   $ 0        
Cost [15],[21],[23],[27]   (98)        
Fair Value [15],[21],[23],[27]   $ (113)        
Percentage of Net Assets [15],[21],[23],[27]   (0.01%) (0.01%) (0.01%) (0.01%)  
Investment, Identifier [Axis]: SV Newco 2, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23],[27]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23],[27]   9.26% 9.26% 9.26% 9.26%  
Par Amount [15],[17],[21],[23],[27]   $ 0        
Cost [15],[21],[23],[27]   (118)        
Fair Value [15],[21],[23],[27]   $ (68)        
Percentage of Net Assets [15],[21],[23],[27]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Securonix, Inc.            
Unfunded Commitment   $ 3,697       $ 3,782
Fair Value   $ (327)       $ (210)
Investment, Identifier [Axis]: Securonix, Inc. 1            
Variable interest rate [3],[22]           6.00%
Interest Rate [3],[12],[22]           11.41%
Par Amount [3],[22]           $ 21,010
Cost [3],[10],[22]           20,727
Fair Value [3],[22]           $ 19,846
Percentage of Net Assets [3],[22]           1.15%
Investment, Identifier [Axis]: Securonix, Inc. 2            
Variable interest rate [3],[13],[22]           6.00%
Interest Rate [3],[12],[13],[22]           11.41%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (47)
Fair Value [3],[13],[22]           $ (210)
Percentage of Net Assets [3],[13],[22]           (0.01%)
Investment, Identifier [Axis]: Securonix, Inc., First Lien Debt 1            
Variable interest rate [15],[16],[23]   7.00% 7.00% 7.00% 7.00%  
Interest rate, PIK [15],[16],[23]   3.75% 3.75% 3.75% 3.75%  
Interest Rate [15],[16],[23]   12.34% 12.34% 12.34% 12.34%  
Par Amount [15],[17],[23]   $ 21,010        
Cost [15],[23]   20,782        
Fair Value [15],[23]   $ 19,151        
Percentage of Net Assets [15],[23]   1.04% 1.04% 1.04% 1.04%  
Investment, Identifier [Axis]: Securonix, Inc., First Lien Debt 2            
Variable interest rate [15],[16],[21],[23]   7.00% 7.00% 7.00% 7.00%  
Interest rate, PIK [15],[16],[21],[23]   3.75% 3.75% 3.75% 3.75%  
Interest Rate [15],[16],[21],[23]   12.34% 12.34% 12.34% 12.34%  
Par Amount [15],[17],[21],[23]   $ 85        
Cost [15],[21],[23]   49        
Fair Value [15],[21],[23]   $ (249)        
Percentage of Net Assets [15],[21],[23]   (0.01%) (0.01%) (0.01%) (0.01%)  
Investment, Identifier [Axis]: Shelby Co-invest, LP (Spectrum Automotive), Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   8,500 8,500 8,500 8,500  
Cost [15],[19],[20]   $ 850        
Fair Value [15],[19],[20]   $ 1,463        
Percentage of Net Assets [15],[19],[20]   0.08% 0.08% 0.08% 0.08%  
Investment, Identifier [Axis]: Shelby Co-invest, LP. (Spectrum Automotive)            
Par Amount, Shares (in shares) | shares [3],[25]           8,500
Cost [3],[10],[25]           $ 850
Fair Value [3],[25]           $ 1,316
Percentage of Net Assets [3],[25]           0.08%
Investment, Identifier [Axis]: Sherlock Buyer Corp.            
Unfunded Commitment   $ 1,286        
Fair Value   $ 0        
Investment, Identifier [Axis]: Sherlock Buyer Corp. 1            
Variable interest rate [3],[11]           5.75%
Interest Rate [3],[11],[12]           11.20%
Par Amount [3],[11]           $ 10,950
Cost [3],[10],[11]           10,782
Fair Value [3],[11]           $ 10,943
Percentage of Net Assets [3],[11]           0.64%
Unfunded Commitment           $ 3,215
Fair Value           $ (2)
Investment, Identifier [Axis]: Sherlock Buyer Corp. 2            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.20%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (23)
Fair Value [3],[11],[13]           $ (2)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment           $ 1,286
Fair Value           $ (1)
Investment, Identifier [Axis]: Sherlock Buyer Corp. 3            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.20%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (17)
Fair Value [3],[11],[13]           $ (1)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Sherlock Buyer Corp., First Lien Debt 1            
Variable interest rate [14],[15]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16]   10.18% 10.18% 10.18% 10.18%  
Par Amount [14],[15],[17]   $ 10,838        
Cost [14],[15]   10,699        
Fair Value [14],[15]   $ 10,838        
Percentage of Net Assets [14],[15]   0.59% 0.59% 0.59% 0.59%  
Investment, Identifier [Axis]: Sherlock Buyer Corp., First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16],[21]   10.18% 10.18% 10.18% 10.18%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (13)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: SitusAMC Holdings Corp.            
Variable interest rate [3],[22]           5.50%
Interest Rate [3],[12],[22]           10.95%
Par Amount [3],[22]           $ 3,337
Cost [3],[10],[22]           3,312
Fair Value [3],[22]           $ 3,330
Percentage of Net Assets [3],[22]           0.19%
Investment, Identifier [Axis]: SitusAMC Holdings Corp., First Lien Debt            
Variable interest rate [15]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16]   9.93% 9.93% 9.93% 9.93%  
Par Amount [15],[17]   $ 7,217        
Cost [15]   7,180        
Fair Value [15]   $ 7,217        
Percentage of Net Assets [15]   0.39% 0.39% 0.39% 0.39%  
Investment, Identifier [Axis]: Skykick, Inc.            
Par Amount, Shares (in shares) | shares [3],[25]           134,101
Cost [3],[10],[25]           $ 1,275
Fair Value [3],[25]           $ 1,275
Percentage of Net Assets [3],[25]           0.07%
Investment, Identifier [Axis]: Skykick, Inc. 1            
Variable interest rate [3],[11]           10.25%
Interest rate, PIK [3],[11]           7.00%
Interest Rate [3],[11],[12]           15.91%
Par Amount [3],[11]           $ 7,754
Cost [3],[10],[11]           7,647
Fair Value [3],[11]           $ 7,181
Percentage of Net Assets [3],[11]           0.42%
Investment, Identifier [Axis]: Skykick, Inc. 2            
Variable interest rate [3],[11]           10.25%
Interest rate, PIK [3],[11]           7.00%
Interest Rate [3],[11],[12]           15.91%
Par Amount [3],[11]           $ 2,470
Cost [3],[10],[11]           2,426
Fair Value [3],[11]           $ 2,250
Percentage of Net Assets [3],[11]           0.13%
Investment, Identifier [Axis]: Smarsh, Inc. 1            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.10%
Par Amount [3],[22]           $ 4,286
Cost [3],[10],[22]           4,217
Fair Value [3],[22]           $ 4,213
Percentage of Net Assets [3],[22]           0.24%
Unfunded Commitment   $ 536       $ 536
Fair Value   0       $ (9)
Investment, Identifier [Axis]: Smarsh, Inc. 2            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.10%
Par Amount [3],[13],[22]           $ 536
Cost [3],[10],[13],[22]           523
Fair Value [3],[13],[22]           $ 518
Percentage of Net Assets [3],[13],[22]           0.03%
Unfunded Commitment   161       $ 268
Fair Value   $ 0       $ (5)
Investment, Identifier [Axis]: Smarsh, Inc. 3            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.10%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (4)
Fair Value [3],[13],[22]           $ (5)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Smarsh, Inc., First Lien Debt 1            
Variable interest rate [15]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16]   10.08% 10.08% 10.08% 10.08%  
Par Amount [15],[17]   $ 4,286        
Cost [15]   4,228        
Fair Value [15]   $ 4,286        
Percentage of Net Assets [15]   0.23% 0.23% 0.23% 0.23%  
Investment, Identifier [Axis]: Smarsh, Inc., First Lien Debt 2            
Variable interest rate [15],[21]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[21]   10.08% 10.08% 10.08% 10.08%  
Par Amount [15],[17],[21]   $ 536        
Cost [15],[21]   526        
Fair Value [15],[21]   $ 536        
Percentage of Net Assets [15],[21]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Smarsh, Inc., First Lien Debt 3            
Variable interest rate [15],[21]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[21]   10.08% 10.08% 10.08% 10.08%  
Par Amount [15],[17],[21]   $ 107        
Cost [15],[21]   104        
Fair Value [15],[21]   $ 107        
Percentage of Net Assets [15],[21]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Sonny's Enterprises, LLC            
Unfunded Commitment   $ 1,302        
Fair Value   $ (42)        
Investment, Identifier [Axis]: Sonny's Enterprises, LLC 1            
Variable interest rate [3],[11],[18]           6.75%
Interest Rate [3],[11],[12],[18]           12.28%
Par Amount [3],[11],[18]           $ 46,018
Cost [3],[10],[11],[18]           45,462
Fair Value [3],[11],[18]           $ 46,018
Percentage of Net Assets [3],[11],[18]           2.67%
Investment, Identifier [Axis]: Sonny's Enterprises, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[24]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16],[24]   10.17% 10.17% 10.17% 10.17%  
Par Amount [14],[15],[17],[24]   $ 45,548        
Cost [14],[15],[24]   45,098        
Fair Value [14],[15],[24]   $ 44,086        
Percentage of Net Assets [14],[15],[24]   2.39% 2.39% 2.39% 2.39%  
Investment, Identifier [Axis]: Sonny's Enterprises, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16],[21]   10.17% 10.17% 10.17% 10.17%  
Par Amount [14],[15],[17],[21]   $ 113        
Cost [14],[15],[21]   103        
Fair Value [14],[15],[21]   $ 68        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Spark Buyer, LLC 1            
Unfunded Commitment   $ 875        
Fair Value   (6)        
Investment, Identifier [Axis]: Spark Buyer, LLC 2            
Unfunded Commitment   438        
Fair Value   $ (6)        
Investment, Identifier [Axis]: Spark Buyer, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.77% 9.77% 9.77% 9.77%  
Par Amount [15],[17],[23]   $ 2,188        
Cost [15],[23]   2,155        
Fair Value [15],[23]   $ 2,155        
Percentage of Net Assets [15],[23]   0.12% 0.12% 0.12% 0.12%  
Investment, Identifier [Axis]: Spark Buyer, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.77% 9.77% 9.77% 9.77%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (6)        
Fair Value [15],[21],[23]   $ (6)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Spark Buyer, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.77% 9.77% 9.77% 9.77%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (6)        
Fair Value [15],[21],[23]   $ (6)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Sparkstone Electrical Group, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   1,500 1,500 1,500 1,500  
Cost [15],[19],[20]   $ 150        
Fair Value [15],[19],[20]   $ 150        
Percentage of Net Assets [15],[19],[20]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: Spectrio, LLC            
Unfunded Commitment           $ 493
Fair Value           $ (25)
Investment, Identifier [Axis]: Spectrio, LLC 1            
Variable interest rate [3],[11],[18]           6.00%
Interest rate, PIK [3],[11],[18]           5.00%
Interest Rate [3],[11],[12],[18]           11.38%
Par Amount [3],[11],[18]           $ 31,645
Cost [3],[10],[11],[18]           31,343
Fair Value [3],[11],[18]           $ 30,028
Percentage of Net Assets [3],[11],[18]           1.74%
Investment, Identifier [Axis]: Spectrio, LLC 2            
Variable interest rate [3],[11]           6.00%
Interest rate, PIK [3],[11]           5.00%
Interest Rate [3],[11],[12]           11.38%
Par Amount [3],[11]           $ 12,765
Cost [3],[10],[11]           12,725
Fair Value [3],[11]           $ 12,113
Percentage of Net Assets [3],[11]           0.70%
Investment, Identifier [Axis]: Spectrio, LLC 3            
Variable interest rate [3],[11],[13]           6.00%
Interest rate, PIK [3],[11],[13]           5.00%
Interest Rate [3],[11],[12],[13]           11.38%
Par Amount [3],[11],[13]           $ 3,498
Cost [3],[10],[11],[13]           3,460
Fair Value [3],[11],[13]           $ 3,294
Percentage of Net Assets [3],[11],[13]           0.19%
Investment, Identifier [Axis]: Spectrio, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[24]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[24]   10.51% 10.51% 10.51% 10.51%  
Par Amount [14],[15],[17],[24]   $ 31,725        
Cost [14],[15],[24]   31,518        
Fair Value [14],[15],[24]   $ 29,197        
Percentage of Net Assets [14],[15],[24]   1.58% 1.58% 1.58% 1.58%  
Investment, Identifier [Axis]: Spectrio, LLC, First Lien Debt 2            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.51% 10.51% 10.51% 10.51%  
Par Amount [14],[15],[17]   $ 12,798        
Cost [14],[15]   12,770        
Fair Value [14],[15]   $ 11,778        
Percentage of Net Assets [14],[15]   0.64% 0.64% 0.64% 0.64%  
Investment, Identifier [Axis]: Spectrio, LLC, First Lien Debt 3            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.51% 10.51% 10.51% 10.51%  
Par Amount [14],[15],[17]   $ 4,036        
Cost [14],[15]   4,011        
Fair Value [14],[15]   $ 3,715        
Percentage of Net Assets [14],[15]   0.20% 0.20% 0.20% 0.20%  
Investment, Identifier [Axis]: Spectrum Automotive Holdings Corp. 1            
Variable interest rate [3],[18],[22]           5.75%
Interest Rate [3],[12],[18],[22]           11.22%
Par Amount [3],[18],[22]           $ 23,410
Cost [3],[10],[18],[22]           23,162
Fair Value [3],[18],[22]           $ 22,888
Percentage of Net Assets [3],[18],[22]           1.33%
Unfunded Commitment   $ 8,432       $ 1,154
Fair Value   (47)       $ (26)
Investment, Identifier [Axis]: Spectrum Automotive Holdings Corp. 2            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.22%
Par Amount [3],[13],[22]           $ 5,366
Cost [3],[10],[13],[22]           5,301
Fair Value [3],[13],[22]           $ 5,220
Percentage of Net Assets [3],[13],[22]           0.30%
Unfunded Commitment   881       $ 881
Fair Value   $ (5)       $ (20)
Investment, Identifier [Axis]: Spectrum Automotive Holdings Corp. 3            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.22%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (8)
Fair Value [3],[13],[22]           $ (20)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Spectrum Automotive Holdings Corp., First Lien Debt 1            
Variable interest rate [15],[23],[24]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23],[24]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[23],[24]   $ 23,170        
Cost [15],[23],[24]   22,970        
Fair Value [15],[23],[24]   $ 23,040        
Percentage of Net Assets [15],[23],[24]   1.25% 1.25% 1.25% 1.25%  
Investment, Identifier [Axis]: Spectrum Automotive Holdings Corp., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[21],[23]   $ 7,449        
Cost [15],[21],[23]   7,322        
Fair Value [15],[21],[23]   $ 7,360        
Percentage of Net Assets [15],[21],[23]   0.40% 0.40% 0.40% 0.40%  
Investment, Identifier [Axis]: Spectrum Automotive Holdings Corp., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (5)        
Fair Value [15],[21],[23]   $ (5)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Spotless Brands, LLC            
Unfunded Commitment           $ 114
Fair Value           $ (1)
Investment, Identifier [Axis]: Spotless Brands, LLC 1            
Variable interest rate [3],[11]           6.50%
Interest Rate [3],[11],[12]           12.03%
Par Amount [3],[11]           $ 4,503
Cost [3],[10],[11]           4,429
Fair Value [3],[11]           $ 4,463
Percentage of Net Assets [3],[11]           0.26%
Investment, Identifier [Axis]: Spotless Brands, LLC 2            
Variable interest rate [3],[11]           6.50%
Interest Rate [3],[11],[12]           12.03%
Par Amount [3],[11]           $ 852
Cost [3],[10],[11]           838
Fair Value [3],[11]           $ 845
Percentage of Net Assets [3],[11]           0.05%
Investment, Identifier [Axis]: Spotless Brands, LLC 3            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           12.03%
Par Amount [3],[11],[13]           $ 31
Cost [3],[10],[11],[13]           29
Fair Value [3],[11],[13]           $ 30
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Stepping Stones Healthcare Services, LLC 1            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.20%
Par Amount [3],[22]           $ 4,288
Cost [3],[10],[22]           4,237
Fair Value [3],[22]           $ 4,227
Percentage of Net Assets [3],[22]           0.25%
Unfunded Commitment   $ 1,125       $ 276
Fair Value   (3)       $ (4)
Investment, Identifier [Axis]: Stepping Stones Healthcare Services, LLC 2            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.20%
Par Amount [3],[13],[22]           $ 965
Cost [3],[10],[13],[22]           952
Fair Value [3],[13],[22]           $ 947
Percentage of Net Assets [3],[13],[22]           0.06%
Unfunded Commitment   625       $ 625
Fair Value   $ 0       $ (9)
Investment, Identifier [Axis]: Stepping Stones Healthcare Services, LLC 3            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.20%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (6)
Fair Value [3],[13],[22]           $ (9)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Stepping Stones Healthcare Services, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[23]   $ 4,255        
Cost [15],[23]   4,213        
Fair Value [15],[23]   $ 4,255        
Percentage of Net Assets [15],[23]   0.23% 0.23% 0.23% 0.23%  
Investment, Identifier [Axis]: Stepping Stones Healthcare Services, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21],[23]   $ 1,079        
Cost [15],[21],[23]   1,061        
Fair Value [15],[21],[23]   $ 1,077        
Percentage of Net Assets [15],[21],[23]   0.06% 0.06% 0.06% 0.06%  
Investment, Identifier [Axis]: Stepping Stones Healthcare Services, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (4)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Summit Acquisition Inc            
Variable interest rate [3],[18],[22]           6.75%
Interest Rate [3],[12],[18],[22]           12.10%
Par Amount [3],[18],[22]           $ 7,353
Cost [3],[10],[18],[22]           7,146
Fair Value [3],[18],[22]           $ 7,242
Percentage of Net Assets [3],[18],[22]           0.42%
Investment, Identifier [Axis]: Summit Acquisition, Inc. 1            
Variable interest rate [3],[13],[22]           6.75%
Interest Rate [3],[12],[13],[22]           12.10%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (22)
Fair Value [3],[13],[22]           $ (25)
Percentage of Net Assets [3],[13],[22]           0.00%
Unfunded Commitment           $ 1,638
Fair Value           $ (25)
Investment, Identifier [Axis]: Summit Acquisition, Inc. 2            
Variable interest rate [3],[13],[22]           6.75%
Interest Rate [3],[12],[13],[22]           12.10%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (22)
Fair Value [3],[13],[22]           $ (12)
Percentage of Net Assets [3],[13],[22]           0.00%
Unfunded Commitment           $ 819
Fair Value           $ (12)
Investment, Identifier [Axis]: Summit Buyer, LLC 1            
Variable interest rate [3],[11]           5.75%
Interest Rate [3],[11],[12]           11.26%
Par Amount [3],[11]           $ 21,896
Cost [3],[10],[11]           21,670
Fair Value [3],[11]           $ 21,370
Percentage of Net Assets [3],[11]           1.24%
Unfunded Commitment           $ 197
Fair Value           $ (5)
Investment, Identifier [Axis]: Summit Buyer, LLC 2            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.26%
Par Amount [3],[11],[13]           $ 32,011
Cost [3],[10],[11],[13]           31,671
Fair Value [3],[11],[13]           $ 31,239
Percentage of Net Assets [3],[11],[13]           1.82%
Unfunded Commitment           $ 2,443
Fair Value           $ (59)
Investment, Identifier [Axis]: Summit Buyer, LLC 3            
Variable interest rate [3],[13]           4.75%
Interest Rate [3],[12],[13]           13.25%
Par Amount [3],[13]           $ 0
Cost [3],[10],[13]           (22)
Fair Value [3],[13]           $ (59)
Percentage of Net Assets [3],[13]           0.00%
Investment, Identifier [Axis]: Superman Holdings, LLC            
Unfunded Commitment           $ 380
Fair Value           $ (5)
Investment, Identifier [Axis]: Superman Holdings, LLC 1            
Variable interest rate [3],[11]           6.13%
Interest Rate [3],[11],[12]           11.47%
Par Amount [3],[11]           $ 1,601
Cost [3],[10],[11]           1,566
Fair Value [3],[11]           $ 1,581
Percentage of Net Assets [3],[11]           0.09%
Unfunded Commitment   $ 6,552        
Fair Value   0        
Investment, Identifier [Axis]: Superman Holdings, LLC 2            
Variable interest rate [3],[11],[13]           6.13%
Interest Rate [3],[11],[12],[13]           11.47%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (4)
Fair Value [3],[11],[13]           $ (5)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   2,901        
Fair Value   $ 0        
Investment, Identifier [Axis]: Superman Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[23]   8.86% 8.86% 8.86% 8.86%  
Par Amount [15],[17],[23]   $ 20,047        
Cost [15],[23]   19,951        
Fair Value [15],[23]   $ 20,047        
Percentage of Net Assets [15],[23]   1.09% 1.09% 1.09% 1.09%  
Investment, Identifier [Axis]: Superman Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21],[23]   8.86% 8.86% 8.86% 8.86%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (16)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Superman Holdings, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.50% 4.50% 4.50% 4.50%  
Interest Rate [15],[16],[21],[23]   8.86% 8.86% 8.86% 8.86%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (14)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Surewerx Purchaser III, Inc. 1            
Variable interest rate [3],[22],[26]           6.75%
Interest Rate [3],[12],[22],[26]           12.10%
Par Amount [3],[22],[26]           $ 5,447
Cost [3],[10],[22],[26]           5,300
Fair Value [3],[22],[26]           $ 5,447
Percentage of Net Assets [3],[22],[26]           0.32%
Unfunded Commitment   $ 1,128       $ 1,128
Fair Value   0       $ 0
Investment, Identifier [Axis]: Surewerx Purchaser III, Inc. 2            
Variable interest rate [3],[13],[22],[26]           6.75%
Interest Rate [3],[12],[13],[22],[26]           12.10%
Par Amount [3],[13],[22],[26]           $ 0
Cost [3],[10],[13],[22],[26]           (19)
Fair Value [3],[13],[22],[26]           $ 0
Percentage of Net Assets [3],[13],[22],[26]           0.00%
Unfunded Commitment   341       $ 494
Fair Value   $ 0       $ 0
Investment, Identifier [Axis]: Surewerx Purchaser III, Inc. 3            
Variable interest rate [3],[13],[22],[26]           6.75%
Interest Rate [3],[12],[13],[22],[26]           12.10%
Par Amount [3],[13],[22],[26]           $ 574
Cost [3],[10],[13],[22],[26]           547
Fair Value [3],[13],[22],[26]           $ 574
Percentage of Net Assets [3],[13],[22],[26]           0.03%
Investment, Identifier [Axis]: Surewerx Purchaser III, Inc., First Lien Debt 1            
Variable interest rate [15],[23],[27]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23],[27]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[23],[27]     $ 5,647      
Cost [15],[23],[27]   $ 5,451        
Fair Value [15],[23],[27]   $ 5,570        
Percentage of Net Assets [15],[23],[27]   0.30% 0.30% 0.30% 0.30%  
Investment, Identifier [Axis]: Surewerx Purchaser III, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23],[27]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23],[27]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[21],[23],[27]   $ 0        
Cost [15],[21],[23],[27]   (16)        
Fair Value [15],[21],[23],[27]   $ 0        
Percentage of Net Assets [15],[21],[23],[27]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Surewerx Purchaser III, Inc., First Lien Debt 3            
Variable interest rate [15],[23],[27]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23],[27]   9.58% 9.58% 9.58% 9.58%  
Par Amount [15],[17],[23],[27]     $ 793      
Cost [15],[23],[27]   $ 757        
Fair Value [15],[23],[27]   $ 776        
Percentage of Net Assets [15],[23],[27]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: Surewerx Topco, LP            
Par Amount, Shares (in shares) | shares [3],[25],[26]           512
Cost [3],[10],[25],[26]           $ 512
Fair Value [3],[25],[26]           $ 565
Percentage of Net Assets [3],[25],[26]           0.03%
Investment, Identifier [Axis]: Surewerx Topco, LP, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[20],[27]   512 512 512 512  
Cost [15],[20],[27]   $ 512        
Fair Value [15],[20],[27]   $ 684        
Percentage of Net Assets [15],[20],[27]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: Suveto            
Unfunded Commitment   $ 1,231       $ 930
Fair Value   (12)       $ (19)
Investment, Identifier [Axis]: Suveto 1            
Variable interest rate [3],[22]           4.25%
Interest Rate [3],[12],[22]           9.71%
Par Amount [3],[22]           $ 11,837
Cost [3],[10],[22]           11,753
Fair Value [3],[22]           $ 11,597
Percentage of Net Assets [3],[22]           0.67%
Investment, Identifier [Axis]: Suveto 2            
Variable interest rate [3],[13],[22]           4.25%
Interest Rate [3],[12],[13],[22]           9.71%
Par Amount [3],[13],[22]           $ 366
Cost [3],[10],[13],[22]           352
Fair Value [3],[13],[22]           $ 340
Percentage of Net Assets [3],[13],[22]           0.02%
Investment, Identifier [Axis]: Suveto Buyer, LLC            
Par Amount, Shares (in shares) | shares [3],[25],[26]           19,257
Cost [3],[10],[25],[26]           $ 1,926
Fair Value [3],[25],[26]           $ 1,701
Percentage of Net Assets [3],[25],[26]           0.10%
Unfunded Commitment   240        
Fair Value   $ (1)        
Investment, Identifier [Axis]: Suveto Buyer, LLC, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20],[27]   19,257 19,257 19,257 19,257  
Cost [15],[19],[20],[27]   $ 1,926        
Fair Value [15],[19],[20],[27]   $ 1,870        
Percentage of Net Assets [15],[19],[20],[27]   0.10% 0.10% 0.10% 0.10%  
Investment, Identifier [Axis]: Suveto Buyer, LLC, First Lien Debt            
Variable interest rate [15],[21]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21]   9.11% 9.11% 9.11% 9.11%  
Par Amount [15],[17],[21]   $ 62        
Cost [15],[21]   61        
Fair Value [15],[21]   $ 61        
Percentage of Net Assets [15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Suveto, First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.11% 9.11% 9.11% 9.11%  
Par Amount [15],[17],[23]   $ 11,716        
Cost [15],[23]   11,653        
Fair Value [15],[23]   $ 11,604        
Percentage of Net Assets [15],[23]   0.63% 0.63% 0.63% 0.63%  
Investment, Identifier [Axis]: Suveto, First Lien Debt 2            
Variable interest rate [15],[21]   3.75% 3.75% 3.75% 3.75%  
Interest Rate [15],[16],[21]   11.25% 11.25% 11.25% 11.25%  
Par Amount [15],[17],[21]   $ 65        
Cost [15],[21]   55        
Fair Value [15],[21]   $ 52        
Percentage of Net Assets [15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Sweep Midco, LLC, Second Lien Debt 1            
Par Amount [15],[17],[20]   $ 1,674        
Cost [15],[20]   836        
Fair Value [15],[20]   $ 1,085        
Percentage of Net Assets [15],[20]   0.06% 0.06% 0.06% 0.06%  
Investment, Identifier [Axis]: Sweep Midco, LLC, Second Lien Debt 2            
Par Amount [15],[17],[20]   $ 4,872        
Cost [15],[20]   0        
Fair Value [15],[20]   $ 0        
Percentage of Net Assets [15],[20]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Sweep Purchaser, LLC            
Unfunded Commitment   $ 1,406        
Fair Value   $ 0        
Investment, Identifier [Axis]: Sweep Purchaser, LLC 1            
Variable interest rate [3],[11]           5.75%
Interest Rate [3],[11],[12]           11.23%
Par Amount [3],[11]           $ 8,616
Cost [3],[10],[11]           8,522
Fair Value [3],[11]           $ 6,878
Percentage of Net Assets [3],[11]           0.40%
Unfunded Commitment           $ 273
Fair Value           $ (55)
Investment, Identifier [Axis]: Sweep Purchaser, LLC 2            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.23%
Par Amount [3],[11],[13]           $ 5,873
Cost [3],[10],[11],[13]           5,803
Fair Value [3],[11],[13]           $ 4,634
Percentage of Net Assets [3],[11],[13]           0.27%
Unfunded Commitment           $ 28
Fair Value           $ (6)
Investment, Identifier [Axis]: Sweep Purchaser, LLC 3            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.23%
Par Amount [3],[11],[13]           $ 1,378
Cost [3],[10],[11],[13]           1,364
Fair Value [3],[11],[13]           $ 1,094
Percentage of Net Assets [3],[11],[13]           0.06%
Investment, Identifier [Axis]: Sweep Purchaser, LLC, First Lien Debt 1            
Interest rate, PIK [15]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16]   10.24% 10.24% 10.24% 10.24%  
Par Amount [15],[17]   $ 6,129        
Cost [15]   6,129        
Fair Value [15]   $ 6,129        
Percentage of Net Assets [15]   0.33% 0.33% 0.33% 0.33%  
Investment, Identifier [Axis]: Sweep Purchaser, LLC, First Lien Debt 2            
Variable interest rate [14],[15]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16]   10.24% 10.24% 10.24% 10.24%  
Par Amount [14],[15],[17]   $ 3,163        
Cost [14],[15]   3,163        
Fair Value [14],[15]   $ 3,163        
Percentage of Net Assets [14],[15]   0.17% 0.17% 0.17% 0.17%  
Investment, Identifier [Axis]: Sweep Purchaser, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16],[21]   10.24% 10.24% 10.24% 10.24%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   0        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Syntax Systems Ltd 1            
Variable interest rate [3],[22],[26]           5.50%
Interest Rate [3],[12],[22],[26]           10.96%
Par Amount [3],[22],[26]           $ 35,093
Cost [3],[10],[22],[26]           34,830
Fair Value [3],[22],[26]           $ 34,469
Percentage of Net Assets [3],[22],[26]           2.00%
Unfunded Commitment           $ 1,447
Fair Value           $ (26)
Investment, Identifier [Axis]: Syntax Systems Ltd 2            
Variable interest rate [3],[13],[22],[26]           5.50%
Interest Rate [3],[12],[13],[22],[26]           10.96%
Par Amount [3],[13],[22],[26]           $ 2,295
Cost [3],[10],[13],[22],[26]           2,274
Fair Value [3],[13],[22],[26]           $ 2,229
Percentage of Net Assets [3],[13],[22],[26]           0.13%
Investment, Identifier [Axis]: Syntax Systems, Ltd., First Lien Debt            
Variable interest rate [15],[23],[27]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23],[27]   9.46% 9.46% 9.46% 9.46%  
Par Amount [15],[17],[23],[27]   $ 37,377        
Cost [15],[23],[27]   37,153        
Fair Value [15],[23],[27]   $ 37,296        
Percentage of Net Assets [15],[23],[27]   2.02% 2.02% 2.02% 2.02%  
Investment, Identifier [Axis]: Tamarack Intermediate, LLC            
Unfunded Commitment   $ 900        
Fair Value   $ 0        
Investment, Identifier [Axis]: Tamarack Intermediate, LLC 1            
Variable interest rate [3],[22]           5.75%
Interest Rate [3],[12],[22]           11.28%
Par Amount [3],[22]           $ 5,548
Cost [3],[10],[22]           5,462
Fair Value [3],[22]           $ 5,415
Percentage of Net Assets [3],[22]           0.31%
Unfunded Commitment           $ 398
Fair Value           $ (6)
Investment, Identifier [Axis]: Tamarack Intermediate, LLC 2            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.28%
Par Amount [3],[13],[22]           $ 202
Cost [3],[10],[13],[22]           192
Fair Value [3],[13],[22]           $ 192
Percentage of Net Assets [3],[13],[22]           0.01%
Unfunded Commitment           $ 900
Fair Value           $ (22)
Investment, Identifier [Axis]: Tamarack Intermediate, LLC 3            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.28%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (13)
Fair Value [3],[13],[22]           $ (22)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Tamarack Intermediate, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23]   10.30% 10.30% 10.30% 10.30%  
Par Amount [15],[17],[23]   $ 7,019        
Cost [15],[23]   6,939        
Fair Value [15],[23]   $ 7,019        
Percentage of Net Assets [15],[23]   0.38% 0.38% 0.38% 0.38%  
Investment, Identifier [Axis]: Tamarack Intermediate, LLC, First Lien Debt 2            
Variable interest rate [15],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23]   10.30% 10.30% 10.30% 10.30%  
Par Amount [15],[17],[23]   $ 595        
Cost [15],[23]   584        
Fair Value [15],[23]   $ 595        
Percentage of Net Assets [15],[23]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Tamarack Intermediate, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[21],[23]   10.30% 10.30% 10.30% 10.30%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (10)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Tank Holding Corp. 1            
Variable interest rate [3],[18]           5.75%
Interest Rate [3],[12],[18]           11.21%
Par Amount [3],[18]           $ 15,713
Cost [3],[10],[18]           15,452
Fair Value [3],[18]           $ 15,050
Percentage of Net Assets [3],[18]           0.87%
Unfunded Commitment   $ 73       $ 494
Fair Value   0       $ (10)
Investment, Identifier [Axis]: Tank Holding Corp. 2            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.21%
Par Amount [3],[13],[22]           $ 250
Cost [3],[10],[13],[22]           237
Fair Value [3],[13],[22]           $ 236
Percentage of Net Assets [3],[13],[22]           0.01%
Unfunded Commitment   800       $ 587
Fair Value   $ (16)       $ (26)
Investment, Identifier [Axis]: Tank Holding Corp. 3            
Variable interest rate [13]           5.75%
Interest Rate [12],[13]           11.21%
Par Amount [13]           $ 213
Cost [10],[13]           202
Fair Value [13]           $ 177
Percentage of Net Assets [13]           0.01%
Investment, Identifier [Axis]: Tank Holding Corp., First Lien Debt 1            
Variable interest rate [23],[24]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [16],[23],[24]   10.27% 10.27% 10.27% 10.27%  
Par Amount [17],[23],[24]   $ 13,845        
Cost [23],[24]   13,676        
Fair Value [23],[24]   $ 13,571        
Percentage of Net Assets [23],[24]   0.74% 0.74% 0.74% 0.74%  
Investment, Identifier [Axis]: Tank Holding Corp., First Lien Debt 2            
Variable interest rate [15],[23],[24]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23],[24]   10.27% 10.27% 10.27% 10.27%  
Par Amount [15],[17],[23],[24]   $ 1,709        
Cost [15],[23],[24]   1,671        
Fair Value [15],[23],[24]   $ 1,701        
Percentage of Net Assets [15],[23],[24]   0.09% 0.09% 0.09% 0.09%  
Investment, Identifier [Axis]: Tank Holding Corp., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[21],[23]   10.27% 10.27% 10.27% 10.27%  
Par Amount [15],[17],[21],[23]   $ 414        
Cost [15],[21],[23]   403        
Fair Value [15],[21],[23]   $ 412        
Percentage of Net Assets [15],[21],[23]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: Tank Holding Corp., First Lien Debt 4            
Variable interest rate [21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [16],[21],[23]   10.27% 10.27% 10.27% 10.27%  
Par Amount [17],[21],[23]   $ 0        
Cost [21],[23]   (9)        
Fair Value [21],[23]   $ (16)        
Percentage of Net Assets [21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Teasdale Foods, Inc. (Teasdale Latin Foods)            
Variable interest rate [3],[11]           7.25%
Interest rate, PIK [3],[11]           1.00%
Interest Rate [3],[11],[12]           12.68%
Par Amount [3],[11]           $ 10,837
Cost [3],[10],[11]           10,742
Fair Value [3],[11]           $ 9,928
Percentage of Net Assets [3],[11]           0.58%
Investment, Identifier [Axis]: Teasdale Foods, Inc. (Teasdale Latin Foods), First Lien Debt            
Variable interest rate [14],[15]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [14],[15],[16]   10.99% 10.99% 10.99% 10.99%  
Par Amount [14],[15],[17]   $ 10,812        
Cost [14],[15]   10,764        
Fair Value [14],[15]   $ 10,504        
Percentage of Net Assets [14],[15]   0.57% 0.57% 0.57% 0.57%  
Investment, Identifier [Axis]: Thrive Buyer, Inc. (Thrive Networks)            
Unfunded Commitment   $ 661       $ 1,321
Fair Value   $ 0       $ (26)
Investment, Identifier [Axis]: Thrive Buyer, Inc. (Thrive Networks) 1            
Variable interest rate [3],[11],[18]           6.00%
Interest Rate [3],[11],[12],[18]           11.55%
Par Amount [3],[11],[18]           $ 22,937
Cost [3],[10],[11],[18]           22,634
Fair Value [3],[11],[18]           $ 22,516
Percentage of Net Assets [3],[11],[18]           1.31%
Investment, Identifier [Axis]: Thrive Buyer, Inc. (Thrive Networks) 2            
Variable interest rate [3],[11]           6.00%
Interest Rate [3],[11],[12]           11.50%
Par Amount [3],[11]           $ 16,912
Cost [3],[10],[11]           16,705
Fair Value [3],[11]           $ 16,577
Percentage of Net Assets [3],[11]           0.96%
Investment, Identifier [Axis]: Thrive Buyer, Inc. (Thrive Networks) 3            
Variable interest rate [3],[13]           5.00%
Interest Rate [3],[12],[13]           13.50%
Par Amount [3],[13]           $ 661
Cost [3],[10],[13]           639
Fair Value [3],[13]           $ 621
Percentage of Net Assets [3],[13]           0.04%
Investment, Identifier [Axis]: Thrive Buyer, Inc. (Thrive Networks), First Lien Debt 1            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.78% 10.78% 10.78% 10.78%  
Par Amount [14],[15],[17]   $ 22,702        
Cost [14],[15]   22,490        
Fair Value [14],[15]   $ 22,702        
Percentage of Net Assets [14],[15]   1.23% 1.23% 1.23% 1.23%  
Investment, Identifier [Axis]: Thrive Buyer, Inc. (Thrive Networks), First Lien Debt 2            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.78% 10.78% 10.78% 10.78%  
Par Amount [14],[15],[17]   $ 16,740        
Cost [14],[15]   16,595        
Fair Value [14],[15]   $ 16,740        
Percentage of Net Assets [14],[15]   0.91% 0.91% 0.91% 0.91%  
Investment, Identifier [Axis]: Thrive Buyer, Inc. (Thrive Networks), First Lien Debt 3            
Variable interest rate [14],[15],[21]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21]   10.78% 10.78% 10.78% 10.78%  
Par Amount [14],[15],[17],[21]   $ 1,321        
Cost [14],[15],[21]   1,307        
Fair Value [14],[15],[21]   $ 1,321        
Percentage of Net Assets [14],[15],[21]   0.07% 0.07% 0.07% 0.07%  
Investment, Identifier [Axis]: Tidi Legacy Products, Inc. 1            
Variable interest rate [3],[11]           5.50%
Interest Rate [3],[11],[12]           10.86%
Par Amount [3],[11]           $ 3,470
Cost [3],[10],[11]           3,400
Fair Value [3],[11]           $ 3,400
Percentage of Net Assets [3],[11]           0.20%
Unfunded Commitment   $ 494       $ 913
Fair Value   (1)       $ (9)
Investment, Identifier [Axis]: Tidi Legacy Products, Inc. 2            
Variable interest rate [3],[11],[13]           5.50%
Interest Rate [3],[11],[12],[13]           10.86%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (9)
Fair Value [3],[11],[13]           $ (9)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   356       $ 657
Fair Value   $ (1)       $ (13)
Investment, Identifier [Axis]: Tidi Legacy Products, Inc. 3            
Variable interest rate [3],[11],[13]           5.50%
Interest Rate [3],[11],[12],[13]           10.86%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (13)
Fair Value [3],[11],[13]           $ (13)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: Tidi Legacy Products, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16]   9.61% 9.61% 9.61% 9.61%  
Par Amount [14],[15],[17]   $ 1,858        
Cost [14],[15]   1,825        
Fair Value [14],[15]   $ 1,854        
Percentage of Net Assets [14],[15]   0.10% 0.10% 0.10% 0.10%  
Investment, Identifier [Axis]: Tidi Legacy Products, Inc., First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.61% 9.61% 9.61% 9.61%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (4)        
Fair Value [14],[15],[21]   $ (1)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Tidi Legacy Products, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.61% 9.61% 9.61% 9.61%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (6)        
Fair Value [14],[15],[21]   $ (1)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Tivity Health, Inc.            
Variable interest rate [3],[22]           6.00%
Interest Rate [3],[12],[22]           11.35%
Par Amount [3],[22]           $ 3,674
Cost [3],[10],[22]           3,627
Fair Value [3],[22]           $ 3,668
Percentage of Net Assets [3],[22]           0.21%
Investment, Identifier [Axis]: Tivity Health, Inc., First Lien Debt            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.36% 9.36% 9.36% 9.36%  
Par Amount [15],[17],[23]   $ 8,612        
Cost [15],[23]   8,572        
Fair Value [15],[23]   $ 8,612        
Percentage of Net Assets [15],[23]   0.47% 0.47% 0.47% 0.47%  
Investment, Identifier [Axis]: Total Debt Investments, First Lien Debt            
Cost [7],[8],[9]   $ 3,758,444        
Fair Value [7],[8]   $ 3,733,103        
Percentage of Net Assets [7],[8]   202.65% 202.65% 202.65% 202.65%  
Investment, Identifier [Axis]: Total Portfolio Investments            
Cost [10],[31],[32]           $ 3,226,776
Fair Value [10],[31],[32]           $ 3,193,561
Percentage of Net Assets [10],[31],[32]           185.55%
Investment, Identifier [Axis]: Transit Technologies, LLC 1            
Unfunded Commitment   $ 2,841        
Fair Value   0        
Investment, Identifier [Axis]: Transit Technologies, LLC 2            
Unfunded Commitment   1,704        
Fair Value   $ 0        
Investment, Identifier [Axis]: Transit Technologies, LLC, First Lien Debt 1            
Variable interest rate [15],[23],[24]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23],[24]   9.51% 9.51% 9.51% 9.51%  
Par Amount [15],[17],[23],[24]   $ 7,955        
Cost [15],[23],[24]   7,878        
Fair Value [15],[23],[24]   $ 7,955        
Percentage of Net Assets [15],[23],[24]   0.43% 0.43% 0.43% 0.43%  
Investment, Identifier [Axis]: Transit Technologies, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.51% 9.51% 9.51% 9.51%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (13)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Transit Technologies, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.51% 9.51% 9.51% 9.51%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (16)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Trintech, Inc.            
Unfunded Commitment   $ 2,092       $ 2,092
Fair Value   $ (31)       $ (39)
Investment, Identifier [Axis]: Trintech, Inc. 1            
Variable interest rate [3],[11],[18]           6.50%
Interest Rate [3],[11],[12],[18]           11.86%
Par Amount [3],[11],[18]           $ 34,086
Cost [3],[10],[11],[18]           33,440
Fair Value [3],[11],[18]           $ 33,445
Percentage of Net Assets [3],[11],[18]           1.94%
Investment, Identifier [Axis]: Trintech, Inc. 2            
Variable interest rate [3],[11],[13]           6.50%
Interest Rate [3],[11],[12],[13]           11.86%
Par Amount [3],[11],[13]           $ 837
Cost [3],[10],[11],[13]           782
Fair Value [3],[11],[13]           $ 782
Percentage of Net Assets [3],[11],[13]           0.05%
Investment, Identifier [Axis]: Trintech, Inc., First Lien Debt 1            
Variable interest rate [14],[15],[24]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [14],[15],[16],[24]   9.86% 9.86% 9.86% 9.86%  
Par Amount [14],[15],[17],[24]   $ 33,745        
Cost [14],[15],[24]   33,195        
Fair Value [14],[15],[24]   $ 33,252        
Percentage of Net Assets [14],[15],[24]   1.81% 1.81% 1.81% 1.81%  
Investment, Identifier [Axis]: Trintech, Inc., First Lien Debt 2            
Variable interest rate [15],[21]   5.50% 5.50% 5.50% 5.50%  
Interest Rate [15],[16],[21]   9.86% 9.86% 9.86% 9.86%  
Par Amount [15],[17],[21]   $ 837        
Cost [15],[21]   793        
Fair Value [15],[21]   $ 794        
Percentage of Net Assets [15],[21]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: Triple Lift, Inc.            
Unfunded Commitment   $ 4,000       $ 2,467
Fair Value   $ (171)       $ (172)
Investment, Identifier [Axis]: Triple Lift, Inc. 1            
Variable interest rate [3],[18],[22]           5.75%
Interest Rate [3],[12],[18],[22]           11.17%
Par Amount [3],[18],[22]           $ 27,300
Cost [3],[10],[18],[22]           26,926
Fair Value [3],[18],[22]           $ 25,400
Percentage of Net Assets [3],[18],[22]           1.48%
Investment, Identifier [Axis]: Triple Lift, Inc. 2            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.17%
Par Amount [3],[13],[22]           $ 1,533
Cost [3],[10],[13],[22]           1,484
Fair Value [3],[13],[22]           $ 1,255
Percentage of Net Assets [3],[13],[22]           0.07%
Investment, Identifier [Axis]: Triple Lift, Inc., First Lien Debt 1            
Variable interest rate [15],[23],[24]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23],[24]   10.25% 10.25% 10.25% 10.25%  
Par Amount [15],[17],[23],[24]   $ 27,020        
Cost [15],[23],[24]   26,721        
Fair Value [15],[23],[24]   $ 25,864        
Percentage of Net Assets [15],[23],[24]   1.40% 1.40% 1.40% 1.40%  
Investment, Identifier [Axis]: Triple Lift, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[21],[23]   10.25% 10.25% 10.25% 10.25%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (38)        
Fair Value [15],[21],[23]   $ (171)        
Percentage of Net Assets [15],[21],[23]   (0.01%) (0.01%) (0.01%) (0.01%)  
Investment, Identifier [Axis]: Trunk Acquisition, Inc.            
Unfunded Commitment           $ 857
Fair Value           $ (16)
Investment, Identifier [Axis]: Trunk Acquisition, Inc. 1            
Variable interest rate [3],[11]           5.75%
Interest Rate [3],[11],[12]           11.25%
Par Amount [3],[11]           $ 8,960
Cost [3],[10],[11]           8,901
Fair Value [3],[11]           $ 8,797
Percentage of Net Assets [3],[11]           0.51%
Unfunded Commitment   $ 755        
Fair Value   (4)        
Investment, Identifier [Axis]: Trunk Acquisition, Inc. 2            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.25%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (4)
Fair Value [3],[11],[13]           $ (16)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   857        
Fair Value   $ (4)        
Investment, Identifier [Axis]: Trunk Acquisition, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.48% 10.48% 10.48% 10.48%  
Par Amount [14],[15],[17]   $ 8,869        
Cost [14],[15]   8,827        
Fair Value [14],[15]   $ 8,822        
Percentage of Net Assets [14],[15]   0.48% 0.48% 0.48% 0.48%  
Investment, Identifier [Axis]: Trunk Acquisition, Inc., First Lien Debt 2            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.48% 10.48% 10.48% 10.48%  
Par Amount [14],[15],[17]   $ 742        
Cost [14],[15]   735        
Fair Value [14],[15]   $ 735        
Percentage of Net Assets [14],[15]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: Trunk Acquisition, Inc., First Lien Debt 3            
Variable interest rate [14],[15],[21]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21]   10.48% 10.48% 10.48% 10.48%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (4)        
Fair Value [14],[15],[21]   $ (4)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Trunk Acquisition, Inc., First Lien Debt 4            
Variable interest rate [14],[15],[21]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21]   10.48% 10.48% 10.48% 10.48%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (2)        
Fair Value [14],[15],[21]   $ (4)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Turbo Buyer, Inc. 1            
Variable interest rate [3],[11]           6.00%
Interest Rate [3],[11],[12]           11.50%
Par Amount [3],[11]           $ 37,555
Cost [3],[10],[11]           37,197
Fair Value [3],[11]           $ 37,202
Percentage of Net Assets [3],[11]           2.16%
Investment, Identifier [Axis]: Turbo Buyer, Inc. 2            
Variable interest rate [3],[11]           6.00%
Interest Rate [3],[11],[12]           11.50%
Par Amount [3],[11]           $ 37,738
Cost [3],[10],[11]           37,306
Fair Value [3],[11]           $ 37,383
Percentage of Net Assets [3],[11]           2.17%
Investment, Identifier [Axis]: Turbo Buyer, Inc., First Lien Debt 1            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.48% 10.48% 10.48% 10.48%  
Par Amount [14],[15],[17]   $ 37,170        
Cost [14],[15]   36,996        
Fair Value [14],[15]   $ 35,899        
Percentage of Net Assets [14],[15]   1.95% 1.95% 1.95% 1.95%  
Investment, Identifier [Axis]: Turbo Buyer, Inc., First Lien Debt 2            
Variable interest rate [14],[15]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16]   10.48% 10.48% 10.48% 10.48%  
Par Amount [14],[15],[17]   $ 37,353        
Cost [14],[15]   37,140        
Fair Value [14],[15]   $ 36,076        
Percentage of Net Assets [14],[15]   1.96% 1.96% 1.96% 1.96%  
Investment, Identifier [Axis]: Two Six Labs, LLC 1            
Variable interest rate [3],[18],[22]           5.50%
Interest Rate [3],[12],[18],[22]           10.85%
Par Amount [3],[18],[22]           $ 25,894
Cost [3],[10],[18],[22]           25,465
Fair Value [3],[18],[22]           $ 25,366
Percentage of Net Assets [3],[18],[22]           1.47%
Unfunded Commitment   $ 2,200       $ 2,134
Fair Value   (6)       $ (48)
Investment, Identifier [Axis]: Two Six Labs, LLC 2            
Variable interest rate [3],[22]           5.50%
Interest Rate [3],[12],[22]           10.85%
Par Amount [3],[22]           $ 4,231
Cost [3],[10],[22]           4,169
Fair Value [3],[22]           $ 4,136
Percentage of Net Assets [3],[22]           0.24%
Unfunded Commitment   2,134        
Fair Value   $ (6)        
Investment, Identifier [Axis]: Two Six Labs, LLC 3            
Variable interest rate [3],[13],[22]           5.50%
Interest Rate [3],[12],[13],[22]           10.85%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (26)
Fair Value [3],[13],[22]           $ (48)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Two Six Labs, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.90% 9.90% 9.90% 9.90%  
Par Amount [15],[17],[23]   $ 34,367        
Cost [15],[23]   33,937        
Fair Value [15],[23]   $ 34,314        
Percentage of Net Assets [15],[23]   1.86% 1.86% 1.86% 1.86%  
Investment, Identifier [Axis]: Two Six Labs, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.90% 9.90% 9.90% 9.90%  
Par Amount [15],[17],[21],[23]   $ 4,210        
Cost [15],[21],[23]   4,150        
Fair Value [15],[21],[23]   $ 4,192        
Percentage of Net Assets [15],[21],[23]   0.23% 0.23% 0.23% 0.23%  
Investment, Identifier [Axis]: Two Six Labs, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.90% 9.90% 9.90% 9.90%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (19)        
Fair Value [15],[21],[23]   $ (6)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: UHY Advisors, Inc. 1            
Unfunded Commitment   $ 2,208        
Fair Value   (11)        
Investment, Identifier [Axis]: UHY Advisors, Inc. 2            
Unfunded Commitment   584        
Fair Value   $ (6)        
Investment, Identifier [Axis]: UHY Advisors, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.26% 9.26% 9.26% 9.26%  
Par Amount [15],[17],[23]   $ 2,208        
Cost [15],[23]   2,186        
Fair Value [15],[23]   $ 2,186        
Percentage of Net Assets [15],[23]   0.12% 0.12% 0.12% 0.12%  
Investment, Identifier [Axis]: UHY Advisors, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.26% 9.26% 9.26% 9.26%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (11)        
Fair Value [15],[21],[23]   $ (11)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: UHY Advisors, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.26% 9.26% 9.26% 9.26%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (6)        
Fair Value [15],[21],[23]   $ (6)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: US Infra Svcs Buyer, LLC 1            
Variable interest rate [3],[11],[18]           7.25%
Interest rate, PIK [3],[11],[18]           0.50%
Interest Rate [3],[11],[12],[18]           12.33%
Par Amount [3],[11],[18]           $ 14,973
Cost [3],[10],[11],[18]           14,842
Fair Value [3],[11],[18]           $ 14,193
Percentage of Net Assets [3],[11],[18]           0.82%
Investment, Identifier [Axis]: US Infra Svcs Buyer, LLC 2            
Variable interest rate [3],[11],[18]           7.25%
Interest rate, PIK [3],[11],[18]           0.50%
Interest Rate [3],[11],[12],[18]           12.33%
Par Amount [3],[11],[18]           $ 2,113
Cost [3],[10],[11],[18]           2,095
Fair Value [3],[11],[18]           $ 2,003
Percentage of Net Assets [3],[11],[18]           0.12%
Investment, Identifier [Axis]: US Infra Svcs Buyer, LLC 3            
Variable interest rate [3],[11]           7.25%
Interest rate, PIK [3],[11]           0.50%
Interest Rate [3],[11],[12]           12.33%
Par Amount [3],[11]           $ 2,250
Cost [3],[10],[11]           2,233
Fair Value [3],[11]           $ 2,133
Percentage of Net Assets [3],[11]           0.12%
Investment, Identifier [Axis]: US Infra Svcs Buyer, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[24]   7.25% 7.25% 7.25% 7.25%  
Interest rate, PIK [14],[15],[24]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[24]   12.01% 12.01% 12.01% 12.01%  
Par Amount [14],[15],[17],[24]   $ 13,851        
Cost [14],[15],[24]   13,747        
Fair Value [14],[15],[24]   $ 12,111        
Percentage of Net Assets [14],[15],[24]   0.66% 0.66% 0.66% 0.66%  
Investment, Identifier [Axis]: US Infra Svcs Buyer, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[24]   7.25% 7.25% 7.25% 7.25%  
Interest rate, PIK [14],[15],[24]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16],[24]   12.01% 12.01% 12.01% 12.01%  
Par Amount [14],[15],[17],[24]   $ 1,955        
Cost [14],[15],[24]   1,945        
Fair Value [14],[15],[24]   $ 1,709        
Percentage of Net Assets [14],[15],[24]   0.09% 0.09% 0.09% 0.09%  
Investment, Identifier [Axis]: US Infra Svcs Buyer, LLC, First Lien Debt 3            
Variable interest rate [14],[15]   7.25% 7.25% 7.25% 7.25%  
Interest rate, PIK [14],[15]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [14],[15],[16]   12.01% 12.01% 12.01% 12.01%  
Par Amount [14],[15],[17]   $ 2,250        
Cost [14],[15]   2,240        
Fair Value [14],[15]   $ 1,967        
Percentage of Net Assets [14],[15]   0.11% 0.11% 0.11% 0.11%  
Investment, Identifier [Axis]: United Flow Technologies Intermediate Holdco II, LLC 1            
Variable interest rate [3],[11]           5.75%
Interest Rate [3],[11],[12]           11.28%
Par Amount [3],[11]           $ 16,801
Cost [3],[10],[11]           16,566
Fair Value [3],[11]           $ 16,577
Percentage of Net Assets [3],[11]           0.96%
Unfunded Commitment   $ 4,465       $ 32
Fair Value   0       $ 0
Investment, Identifier [Axis]: United Flow Technologies Intermediate Holdco II, LLC 2            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.28%
Par Amount [3],[11],[13]           $ 19,651
Cost [3],[10],[11],[13]           19,349
Fair Value [3],[11],[13]           $ 19,390
Percentage of Net Assets [3],[11],[13]           1.13%
Unfunded Commitment   990       $ 1,155
Fair Value   $ 0       $ (15)
Investment, Identifier [Axis]: United Flow Technologies Intermediate Holdco II, LLC 3            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.28%
Par Amount [3],[11],[13]           $ 1,845
Cost [3],[10],[11],[13]           1,811
Fair Value [3],[11],[13]           $ 1,805
Percentage of Net Assets [3],[11],[13]           0.10%
Investment, Identifier [Axis]: United Flow Technologies Intermediate Holdco II, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16]   9.58% 9.58% 9.58% 9.58%  
Par Amount [14],[15],[17]   $ 8,888        
Cost [14],[15]   8,762        
Fair Value [14],[15]   $ 8,888        
Percentage of Net Assets [14],[15]   0.48% 0.48% 0.48% 0.48%  
Investment, Identifier [Axis]: United Flow Technologies Intermediate Holdco II, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.58% 9.58% 9.58% 9.58%  
Par Amount [14],[15],[17],[21]   $ 485        
Cost [14],[15],[21]   447        
Fair Value [14],[15],[21]   $ 485        
Percentage of Net Assets [14],[15],[21]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: United Flow Technologies Intermediate Holdco II, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [14],[15],[16],[21]   9.58% 9.58% 9.58% 9.58%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (14)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: UpStack, Inc. 1            
Variable interest rate [3],[11]           5.75%
Interest Rate [3],[11],[12]           11.60%
Par Amount [3],[11]           $ 8,250
Cost [3],[10],[11]           8,115
Fair Value [3],[11]           $ 8,044
Percentage of Net Assets [3],[11]           0.47%
Unfunded Commitment   $ 3,750       $ 6,197
Fair Value   0       $ (155)
Investment, Identifier [Axis]: UpStack, Inc. 2            
Variable interest rate [3],[11],[13]           6.25%
Interest Rate [3],[11],[12],[13]           11.60%
Par Amount [3],[11],[13]           $ 6,767
Cost [3],[10],[11],[13]           6,548
Fair Value [3],[11],[13]           $ 6,442
Percentage of Net Assets [3],[11],[13]           0.37%
Unfunded Commitment   1,275       $ 613
Fair Value   $ 0       $ (15)
Investment, Identifier [Axis]: UpStack, Inc. 3            
Variable interest rate [3],[11],[13]           6.25%
Interest Rate [3],[11],[12],[13]           11.60%
Par Amount [3],[11],[13]           $ 263
Cost [3],[10],[11],[13]           248
Fair Value [3],[11],[13]           $ 241
Percentage of Net Assets [3],[11],[13]           0.01%
Investment, Identifier [Axis]: UpStack, Inc., First Lien Debt 1            
Variable interest rate [15],[23],[24]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23],[24]   9.52% 9.52% 9.52% 9.52%  
Par Amount [15],[17],[23],[24]   $ 9,750        
Cost [15],[23],[24]   9,656        
Fair Value [15],[23],[24]   $ 9,750        
Percentage of Net Assets [15],[23],[24]   0.53% 0.53% 0.53% 0.53%  
Investment, Identifier [Axis]: UpStack, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.52% 9.52% 9.52% 9.52%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (18)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: UpStack, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.52% 9.52% 9.52% 9.52%  
Par Amount [15],[17],[21],[23]   $ 225        
Cost [15],[21],[23]   211        
Fair Value [15],[21],[23]   $ 225        
Percentage of Net Assets [15],[21],[23]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: User Zoom Technologies, Inc.            
Variable interest rate [3],[22]           7.00%
Interest Rate [3],[12],[22]           12.49%
Par Amount [3],[22]           $ 38,689
Cost [3],[10],[22]           38,050
Fair Value [3],[22]           $ 38,070
Percentage of Net Assets [3],[22]           2.21%
Investment, Identifier [Axis]: User Zoom Technologies, Inc., First Lien Debt            
Variable interest rate [15],[23]   7.00% 7.00% 7.00% 7.00%  
Interest Rate [15],[16],[23]   12.25% 12.25% 12.25% 12.25%  
Par Amount [15],[17],[23]   $ 38,689        
Cost [15],[23]   38,145        
Fair Value [15],[23]   $ 38,689        
Percentage of Net Assets [15],[23]   2.10% 2.10% 2.10% 2.10%  
Investment, Identifier [Axis]: V Global Holdings, LLC            
Unfunded Commitment   $ 279       $ 396
Fair Value   $ (14)       $ (8)
Investment, Identifier [Axis]: V Global Holdings, LLC 1            
Variable interest rate [3],[18],[22]           5.75%
Interest Rate [3],[12],[18],[22]           11.21%
Par Amount [3],[18],[22]           $ 4,854
Cost [3],[10],[18],[22]           4,780
Fair Value [3],[18],[22]           $ 4,756
Percentage of Net Assets [3],[18],[22]           0.28%
Investment, Identifier [Axis]: V Global Holdings, LLC 2            
Variable interest rate [3],[13],[22]           5.75%
Interest Rate [3],[12],[13],[22]           11.21%
Par Amount [3],[13],[22]           $ 276
Cost [3],[10],[13],[22]           269
Fair Value [3],[13],[22]           $ 262
Percentage of Net Assets [3],[13],[22]           0.02%
Investment, Identifier [Axis]: V Global Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23],[24]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23],[24]   10.42% 10.42% 10.42% 10.42%  
Par Amount [15],[17],[23],[24]   $ 4,805        
Cost [15],[23],[24]   4,747        
Fair Value [15],[23],[24]   $ 4,567        
Percentage of Net Assets [15],[23],[24]   0.25% 0.25% 0.25% 0.25%  
Investment, Identifier [Axis]: V Global Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[21],[23]   10.42% 10.42% 10.42% 10.42%  
Par Amount [15],[17],[21],[23]   $ 393        
Cost [15],[21],[23]   389        
Fair Value [15],[21],[23]   $ 359        
Percentage of Net Assets [15],[21],[23]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: VRC Companies, LLC            
Unfunded Commitment   $ 1,653        
Fair Value   $ 0        
Investment, Identifier [Axis]: VRC Companies, LLC 1            
Variable interest rate [3],[11],[18]           5.75%
Interest Rate [3],[11],[12],[18]           11.12%
Par Amount [3],[11],[18]           $ 63,939
Cost [3],[10],[11],[18]           63,310
Fair Value [3],[11],[18]           $ 63,856
Percentage of Net Assets [3],[11],[18]           3.71%
Unfunded Commitment           $ 1,653
Fair Value           $ (2)
Investment, Identifier [Axis]: VRC Companies, LLC 2            
Variable interest rate [3],[11]           5.75%
Interest Rate [3],[11],[12]           11.12%
Par Amount [3],[11]           $ 9,063
Cost [3],[10],[11]           8,966
Fair Value [3],[11]           $ 9,051
Percentage of Net Assets [3],[11]           0.53%
Investment, Identifier [Axis]: VRC Companies, LLC 3            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.12%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (15)
Fair Value [3],[11],[13]           $ (2)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: VRC Companies, LLC, First Lien Debt 1            
Variable interest rate [14],[15]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16]   10.27% 10.27% 10.27% 10.27%  
Par Amount [14],[15],[17]   $ 72,257        
Cost [14],[15]   71,720        
Fair Value [14],[15]   $ 72,257        
Percentage of Net Assets [14],[15]   3.92% 3.92% 3.92% 3.92%  
Investment, Identifier [Axis]: VRC Companies, LLC, First Lien Debt 2            
Variable interest rate [14],[15]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16]   10.27% 10.27% 10.27% 10.27%  
Par Amount [14],[15],[17]   $ 496        
Cost [14],[15]   491        
Fair Value [14],[15]   $ 496        
Percentage of Net Assets [14],[15]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: VRC Companies, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16],[21]   10.27% 10.27% 10.27% 10.27%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (10)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Vardiman Black Holdings, LLC            
Unfunded Commitment   $ 87        
Fair Value   $ 0        
Investment, Identifier [Axis]: Vardiman Black Holdings, LLC 1            
Variable interest rate [1],[3]           9.00%
Interest rate, PIK [1],[3]           2.00%
Interest Rate [1],[3],[12]           14.40%
Par Amount [1],[3]           $ 3,386
Cost [1],[3],[10]           3,360
Fair Value [1],[3]           $ 2,815
Percentage of Net Assets [1],[3]           0.16%
Investment, Identifier [Axis]: Vardiman Black Holdings, LLC 2            
Variable interest rate [1],[3]           9.00%
Interest rate, PIK [1],[3]           2.00%
Interest Rate [1],[3],[12]           14.40%
Par Amount [1],[3]           $ 4,020
Cost [1],[3],[10]           3,988
Fair Value [1],[3]           $ 3,342
Percentage of Net Assets [1],[3]           0.19%
Investment, Identifier [Axis]: Vardiman Black Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[28]   7.00% 7.00% 7.00% 7.00%  
Interest rate, PIK [15],[28]   2.00% 2.00% 2.00% 2.00%  
Interest Rate [15],[16],[28]   11.65% 11.65% 11.65% 11.65%  
Par Amount [15],[17],[28]   $ 5,767        
Cost [15],[28]   5,767        
Fair Value [15],[28]   $ 5,767        
Percentage of Net Assets [15],[28]   0.31% 0.31% 0.31% 0.31%  
Investment, Identifier [Axis]: Vardiman Black Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[28],[29]   7.00% 7.00% 7.00% 7.00%  
Interest rate, PIK [15],[21],[28],[29]   2.00% 2.00% 2.00% 2.00%  
Interest Rate [15],[16],[21],[28],[29]   11.65% 11.65% 11.65% 11.65%  
Par Amount [15],[17],[21],[28],[29]   $ 597        
Cost [15],[21],[28],[29]   582        
Fair Value [15],[21],[28],[29]   $ 597        
Percentage of Net Assets [15],[21],[28],[29]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Vardiman Black Holdings, LLC, Preferred Equity            
Interest rate, PIK [15],[19]   6.00% 6.00% 6.00% 6.00%  
Par Amount, Shares (in shares) | shares [15],[17],[19]   2,649,446 2,649,446 2,649,446 2,649,446  
Cost [15],[19]   $ 1,809        
Fair Value [15],[19]   $ 923        
Percentage of Net Assets [15],[19]   0.05% 0.05% 0.05% 0.05%  
Investment, Identifier [Axis]: Vehlo Purchaser, LLC 1            
Unfunded Commitment   $ 14,495        
Fair Value   (91)        
Investment, Identifier [Axis]: Vehlo Purchaser, LLC 2            
Unfunded Commitment   143        
Fair Value   $ (1)        
Investment, Identifier [Axis]: Vehlo Purchaser, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[23]   9.61% 9.61% 9.61% 9.61%  
Par Amount [15],[17],[23]   $ 2,936        
Cost [15],[23]   2,911        
Fair Value [15],[23]   $ 2,917        
Percentage of Net Assets [15],[23]   0.16% 0.16% 0.16% 0.16%  
Investment, Identifier [Axis]: Vehlo Purchaser, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.61% 9.61% 9.61% 9.61%  
Par Amount [15],[17],[21],[23]   $ 713        
Cost [15],[21],[23]   633        
Fair Value [15],[21],[23]   $ 617        
Percentage of Net Assets [15],[21],[23]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Vehlo Purchaser, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.25% 5.25% 5.25% 5.25%  
Interest Rate [15],[16],[21],[23]   9.61% 9.61% 9.61% 9.61%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (1)        
Fair Value [15],[21],[23]   $ (1)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Vensure Employer Services, Inc.            
Variable interest rate [3],[13],[22]           5.25%
Interest Rate [3],[12],[13],[22]           10.63%
Par Amount [3],[13],[22]           $ 328
Cost [3],[10],[13],[22]           306
Fair Value [3],[13],[22]           $ 306
Percentage of Net Assets [3],[13],[22]           0.02%
Unfunded Commitment   $ 1,719       $ 2,362
Fair Value   $ 0       $ (20)
Investment, Identifier [Axis]: Vensure Employer Services, Inc., First Lien Debt 1            
Variable interest rate [15],[28]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[28]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[28]   $ 7,972        
Cost [15],[28]   7,895        
Fair Value [15],[28]   $ 7,972        
Percentage of Net Assets [15],[28]   0.43% 0.43% 0.43% 0.43%  
Investment, Identifier [Axis]: Vensure Employer Services, Inc., First Lien Debt 2            
Variable interest rate [15],[21],[28]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[28]   9.33% 9.33% 9.33% 9.33%  
Par Amount [15],[17],[21],[28]   $ 309        
Cost [15],[21],[28]   296        
Fair Value [15],[21],[28]   $ 309        
Percentage of Net Assets [15],[21],[28]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: Verdantas, LLC 1            
Unfunded Commitment   $ 2,500        
Fair Value   (18)        
Investment, Identifier [Axis]: Verdantas, LLC 2            
Unfunded Commitment   1,754        
Fair Value   $ (18)        
Investment, Identifier [Axis]: Verdantas, LLC, Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   4,780 4,780 4,780 4,780  
Cost [15],[19],[20]   $ 5        
Fair Value [15],[19],[20]   $ 6        
Percentage of Net Assets [15],[19],[20]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Verdantas, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[23]   9.45% 9.45% 9.45% 9.45%  
Par Amount [15],[17],[23]   $ 16,409        
Cost [15],[23]   16,179        
Fair Value [15],[23]   $ 16,243        
Percentage of Net Assets [15],[23]   0.88% 0.88% 0.88% 0.88%  
Investment, Identifier [Axis]: Verdantas, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.45% 9.45% 9.45% 9.45%  
Par Amount [15],[17],[21],[23]   $ 693        
Cost [15],[21],[23]   663        
Fair Value [15],[21],[23]   $ 668        
Percentage of Net Assets [15],[21],[23]   0.04% 0.04% 0.04% 0.04%  
Investment, Identifier [Axis]: Verdantas, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.00% 5.00% 5.00% 5.00%  
Interest Rate [15],[16],[21],[23]   9.45% 9.45% 9.45% 9.45%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (23)        
Fair Value [15],[21],[23]   $ (18)        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Verdantas, LLC, Preferred Equity            
Variable interest rate [15],[19]   10.00% 10.00% 10.00% 10.00%  
Par Amount, Shares (in shares) | shares [15],[17],[19]   473,220 473,220 473,220 473,220  
Cost [15],[19]   $ 506        
Fair Value [15],[19]   $ 572        
Percentage of Net Assets [15],[19]   0.03% 0.03% 0.03% 0.03%  
Investment, Identifier [Axis]: Vermont Aus Pty Ltd            
Variable interest rate [3],[22],[26]           5.50%
Interest Rate [3],[12],[22],[26]           11.00%
Par Amount [3],[22],[26]           $ 8,351
Cost [3],[10],[22],[26]           8,190
Fair Value [3],[22],[26]           $ 8,194
Percentage of Net Assets [3],[22],[26]           0.48%
Investment, Identifier [Axis]: Vertex Service Partners, LLC 1            
Variable interest rate [3],[18],[22]           5.50%
Interest Rate [3],[12],[18],[22]           10.90%
Par Amount [3],[18],[22]           $ 1,774
Cost [3],[10],[18],[22]           1,730
Fair Value [3],[18],[22]           $ 1,730
Percentage of Net Assets [3],[18],[22]           0.10%
Unfunded Commitment   $ 734       $ 2,562
Fair Value   (3)       $ (39)
Investment, Identifier [Axis]: Vertex Service Partners, LLC 2            
Variable interest rate [3],[13],[22]           5.50%
Interest Rate [3],[12],[13],[22]           10.90%
Par Amount [3],[13],[22]           $ 854
Cost [3],[10],[13],[22]           802
Fair Value [3],[13],[22]           $ 802
Percentage of Net Assets [3],[13],[22]           0.05%
Unfunded Commitment   53       $ 460
Fair Value   $ 0       $ (11)
Investment, Identifier [Axis]: Vertex Service Partners, LLC, 3            
Variable interest rate [3],[13],[22]           5.50%
Interest Rate [3],[12],[13],[22]           10.90%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (11)
Fair Value [3],[13],[22]           $ (11)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: Vertex Service Partners, LLC, First Lien Debt 1            
Variable interest rate [15],[23],[24]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23],[24]   10.11% 10.11% 10.11% 10.11%  
Par Amount [15],[17],[23],[24]   $ 1,761        
Cost [15],[23],[24]   1,722        
Fair Value [15],[23],[24]   $ 1,761        
Percentage of Net Assets [15],[23],[24]   0.10% 0.10% 0.10% 0.10%  
Investment, Identifier [Axis]: Vertex Service Partners, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[21],[23]   10.11% 10.11% 10.11% 10.11%  
Par Amount [15],[17],[21],[23]   $ 3,409        
Cost [15],[21],[23]   3,330        
Fair Value [15],[21],[23]   $ 3,405        
Percentage of Net Assets [15],[21],[23]   0.18% 0.18% 0.18% 0.18%  
Investment, Identifier [Axis]: Vertex Service Partners, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[21],[23]   10.11% 10.11% 10.11% 10.11%  
Par Amount [15],[17],[21],[23]   $ 407        
Cost [15],[21],[23]   398        
Fair Value [15],[21],[23]   $ 407        
Percentage of Net Assets [15],[21],[23]   0.02% 0.02% 0.02% 0.02%  
Investment, Identifier [Axis]: Vessco Midco Holdings, LLC            
Unfunded Commitment           $ 428
Fair Value           $ 0
Investment, Identifier [Axis]: Vessco Midco Holdings, LLC 1            
Variable interest rate [3],[11],[18]           4.50%
Interest Rate [3],[11],[12],[18]           9.97%
Par Amount [3],[11],[18]           $ 2,687
Cost [3],[10],[11],[18]           2,673
Fair Value [3],[11],[18]           $ 2,687
Percentage of Net Assets [3],[11],[18]           0.16%
Unfunded Commitment   $ 2,750        
Fair Value   0        
Investment, Identifier [Axis]: Vessco Midco Holdings, LLC 2            
Variable interest rate [3],[11]           4.50%
Interest Rate [3],[11],[12]           9.97%
Par Amount [3],[11]           $ 1,751
Cost [3],[10],[11]           1,742
Fair Value [3],[11]           $ 1,751
Percentage of Net Assets [3],[11]           0.10%
Unfunded Commitment   1,244        
Fair Value   $ 0        
Investment, Identifier [Axis]: Vessco Midco Holdings, LLC 3            
Variable interest rate [3],[13]           3.50%
Interest Rate [3],[12],[13]           12.00%
Par Amount [3],[13]           $ 20
Cost [3],[10],[13]           18
Fair Value [3],[13]           $ 20
Percentage of Net Assets [3],[13]           0.00%
Investment, Identifier [Axis]: Vessco Midco Holdings, LLC, First Lien Debt 1            
Variable interest rate [15],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[23]   9.11% 9.11% 9.11% 9.11%  
Par Amount [15],[17],[23]   $ 11,199        
Cost [15],[23]   11,093        
Fair Value [15],[23]   $ 11,199        
Percentage of Net Assets [15],[23]   0.61% 0.61% 0.61% 0.61%  
Investment, Identifier [Axis]: Vessco Midco Holdings, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.11% 9.11% 9.11% 9.11%  
Par Amount [15],[17],[21],[23]   $ 983        
Cost [15],[21],[23]   961        
Fair Value [15],[21],[23]   $ 983        
Percentage of Net Assets [15],[21],[23]   0.05% 0.05% 0.05% 0.05%  
Investment, Identifier [Axis]: Vessco Midco Holdings, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[23]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[23]   9.11% 9.11% 9.11% 9.11%  
Par Amount [15],[17],[21],[23]   $ 0        
Cost [15],[21],[23]   (12)        
Fair Value [15],[21],[23]   $ 0        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Victors Purchaser, LLC 1            
Unfunded Commitment   $ 1,213        
Fair Value   0        
Investment, Identifier [Axis]: Victors Purchaser, LLC 2            
Unfunded Commitment   570        
Fair Value   $ 0        
Investment, Identifier [Axis]: Victors Purchaser, LLC, First Lien Debt 1            
Variable interest rate [15],[28]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[28]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[28]   $ 5,094        
Cost [15],[28]   5,045        
Fair Value [15],[28]   $ 5,094        
Percentage of Net Assets [15],[28]   0.28% 0.28% 0.28% 0.28%  
Investment, Identifier [Axis]: Victors Purchaser, LLC, First Lien Debt 2            
Variable interest rate [15],[21],[28]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[28]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21],[28]   $ 0        
Cost [15],[21],[28]   (6)        
Fair Value [15],[21],[28]   $ 0        
Percentage of Net Assets [15],[21],[28]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Victors Purchaser, LLC, First Lien Debt 3            
Variable interest rate [15],[21],[28]   4.75% 4.75% 4.75% 4.75%  
Interest Rate [15],[16],[21],[28]   9.08% 9.08% 9.08% 9.08%  
Par Amount [15],[17],[21],[28]     $ 146      
Cost [15],[21],[28]   $ 99        
Fair Value [15],[21],[28]   $ 101        
Percentage of Net Assets [15],[21],[28]   0.01% 0.01% 0.01% 0.01%  
Investment, Identifier [Axis]: World Insurance Associates, LLC            
Unfunded Commitment   $ 1,269       $ 1,269
Fair Value   $ (28)       $ (41)
Investment, Identifier [Axis]: World Insurance Associates, LLC 1            
Variable interest rate [3],[11],[18]           6.00%
Interest Rate [3],[11],[12],[18]           11.36%
Par Amount [3],[11],[18]           $ 64,847
Cost [3],[10],[11],[18]           63,382
Fair Value [3],[11],[18]           $ 62,776
Percentage of Net Assets [3],[11],[18]           3.65%
Investment, Identifier [Axis]: World Insurance Associates, LLC 2            
Variable interest rate [3],[11],[13]           6.00%
Interest Rate [3],[11],[12],[13]           11.36%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (11)
Fair Value [3],[11],[13]           $ (41)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: World Insurance Associates, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[24]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[24]   10.34% 10.34% 10.34% 10.34%  
Par Amount [14],[15],[17],[24]   $ 66,670        
Cost [14],[15],[24]   65,501        
Fair Value [14],[15],[24]   $ 66,557        
Percentage of Net Assets [14],[15],[24]   3.61% 3.61% 3.61% 3.61%  
Investment, Identifier [Axis]: World Insurance Associates, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   6.00% 6.00% 6.00% 6.00%  
Interest Rate [14],[15],[16],[21]   10.34% 10.34% 10.34% 10.34%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (6)        
Fair Value [14],[15],[21]   $ (28)        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: YI, LLC 1            
Variable interest rate [3],[11],[18]           5.75%
Interest Rate [3],[11],[12],[18]           11.09%
Par Amount [3],[11],[18]           $ 5,654
Cost [3],[10],[11],[18]           5,542
Fair Value [3],[11],[18]           $ 5,542
Percentage of Net Assets [3],[11],[18]           0.32%
Unfunded Commitment   $ 1,178       $ 1,178
Fair Value   0       $ (12)
Investment, Identifier [Axis]: YI, LLC 2            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.09%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (12)
Fair Value [3],[11],[13]           $ (12)
Percentage of Net Assets [3],[11],[13]           0.00%
Unfunded Commitment   883       $ 883
Fair Value   $ 0       $ (17)
Investment, Identifier [Axis]: YI, LLC 3            
Variable interest rate [3],[11],[13]           5.75%
Interest Rate [3],[11],[12],[13]           11.09%
Par Amount [3],[11],[13]           $ 0
Cost [3],[10],[11],[13]           (17)
Fair Value [3],[11],[13]           $ (17)
Percentage of Net Assets [3],[11],[13]           0.00%
Investment, Identifier [Axis]: YI, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[24]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16],[24]   10.39% 10.39% 10.39% 10.39%  
Par Amount [14],[15],[17],[24]   $ 5,597        
Cost [14],[15],[24]   5,501        
Fair Value [14],[15],[24]   $ 5,597        
Percentage of Net Assets [14],[15],[24]   0.30% 0.30% 0.30% 0.30%  
Investment, Identifier [Axis]: YI, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16],[21]   10.39% 10.39% 10.39% 10.39%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (10)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: YI, LLC, First Lien Debt 3            
Variable interest rate [14],[15],[21]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [14],[15],[16],[21]   10.39% 10.39% 10.39% 10.39%  
Par Amount [14],[15],[17],[21]   $ 0        
Cost [14],[15],[21]   (14)        
Fair Value [14],[15],[21]   $ 0        
Percentage of Net Assets [14],[15],[21]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: Zarya Intermediate, LLC            
Unfunded Commitment   $ 3,649       $ 521
Fair Value   $ (4)       $ 0
Investment, Identifier [Axis]: Zarya Intermediate, LLC 1            
Variable interest rate [3],[11],[26]           6.50%
Interest Rate [3],[11],[12],[26]           11.89%
Par Amount [3],[11],[26]           $ 35,408
Cost [3],[10],[11],[26]           35,408
Fair Value [3],[11],[26]           $ 35,408
Percentage of Net Assets [3],[11],[26]           2.06%
Investment, Identifier [Axis]: Zarya Intermediate, LLC 2            
Variable interest rate [3],[11],[13],[26]           6.50%
Interest Rate [3],[11],[12],[13],[26]           11.89%
Par Amount [3],[11],[13],[26]           $ 3,128
Cost [3],[10],[11],[13],[26]           3,128
Fair Value [3],[11],[13],[26]           $ 3,128
Percentage of Net Assets [3],[11],[13],[26]           0.18%
Investment, Identifier [Axis]: Zarya Intermediate, LLC, First Lien Debt 1            
Variable interest rate [14],[15],[27]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [14],[15],[16],[27]   11.01% 11.01% 11.01% 11.01%  
Par Amount [14],[15],[17],[27]   $ 35,142        
Cost [14],[15],[27]   35,142        
Fair Value [14],[15],[27]   $ 35,107        
Percentage of Net Assets [14],[15],[27]   1.91% 1.91% 1.91% 1.91%  
Investment, Identifier [Axis]: Zarya Intermediate, LLC, First Lien Debt 2            
Variable interest rate [14],[15],[21],[27]   6.50% 6.50% 6.50% 6.50%  
Interest Rate [14],[15],[16],[21],[27]   11.01% 11.01% 11.01% 11.01%  
Par Amount [14],[15],[17],[21],[27]   $ 0        
Cost [14],[15],[21],[27]   0        
Fair Value [14],[15],[21],[27]   $ (4)        
Percentage of Net Assets [14],[15],[21],[27]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: iCIMS, Inc.            
Unfunded Commitment   $ 36        
Fair Value   $ 0        
Investment, Identifier [Axis]: iCIMS, Inc. 1            
Variable interest rate [3],[22]           7.25%
Interest rate, PIK [3],[22]           3.88%
Interest Rate [3],[12],[22]           12.62%
Par Amount [3],[22]           $ 7,064
Cost [3],[10],[22]           6,963
Fair Value [3],[22]           $ 7,064
Percentage of Net Assets [3],[22]           0.41%
Unfunded Commitment           $ 101
Fair Value           $ 0
Investment, Identifier [Axis]: iCIMS, Inc. 2            
Variable interest rate [3],[13],[22]           7.25%
Interest rate, PIK [3],[13],[22]           3.88%
Interest Rate [3],[12],[13],[22]           12.62%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (1)
Fair Value [3],[13],[22]           $ 0
Percentage of Net Assets [3],[13],[22]           0.00%
Unfunded Commitment           $ 38
Fair Value           $ 0
Investment, Identifier [Axis]: iCIMS, Inc. 3            
Variable interest rate [3],[13],[22]           7.25%
Interest rate, PIK [3],[13],[22]           3.88%
Interest Rate [3],[12],[13],[22]           12.62%
Par Amount [3],[13],[22]           $ 8
Cost [3],[10],[13],[22]           7
Fair Value [3],[13],[22]           $ 8
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: iCIMS, Inc., First Lien Debt 1            
Variable interest rate [15],[16],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[23]   10.38% 10.38% 10.38% 10.38%  
Par Amount [15],[17],[23]   $ 7,080        
Cost [15],[23]   6,997        
Fair Value [15],[23]   $ 7,080        
Percentage of Net Assets [15],[23]   0.38% 0.38% 0.38% 0.38%  
Investment, Identifier [Axis]: iCIMS, Inc., First Lien Debt 2            
Variable interest rate [15],[16],[21],[23]   5.75% 5.75% 5.75% 5.75%  
Interest Rate [15],[16],[21],[23]   10.38% 10.38% 10.38% 10.38%  
Par Amount [15],[17],[21],[23]   $ 9        
Cost [15],[21],[23]   9        
Fair Value [15],[21],[23]   $ 9        
Percentage of Net Assets [15],[21],[23]   0.00% 0.00% 0.00% 0.00%  
Investment, Identifier [Axis]: mPulse Mobile, Inc.            
Par Amount, Shares (in shares) | shares [3],[25]           165,761
Cost [3],[10],[25]           $ 1,220
Fair Value [3],[25]           $ 1,218
Percentage of Net Assets [3],[25]           0.07%
Unfunded Commitment   $ 1,734        
Fair Value   $ (22)        
Investment, Identifier [Axis]: mPulse Mobile, Inc.            
Unfunded Commitment           $ 2,668
Fair Value           $ (59)
Investment, Identifier [Axis]: mPulse Mobile, Inc. 1            
Variable interest rate [3],[22]           6.50%
Interest Rate [3],[12],[22]           11.83%
Par Amount [3],[22]           $ 40,740
Cost [3],[10],[22]           39,916
Fair Value [3],[22]           $ 39,947
Percentage of Net Assets [3],[22]           2.32%
Investment, Identifier [Axis]: mPulse Mobile, Inc. 2            
Variable interest rate [3],[22]           6.50%
Interest Rate [3],[12],[22]           11.98%
Par Amount [3],[22]           $ 5,417
Cost [3],[10],[22]           5,300
Fair Value [3],[22]           $ 5,308
Percentage of Net Assets [3],[22]           0.31%
Investment, Identifier [Axis]: mPulse Mobile, Inc. 3            
Variable interest rate [3],[13],[22]           6.50%
Interest Rate [3],[12],[13],[22]           11.83%
Par Amount [3],[13],[22]           $ 0
Cost [3],[10],[13],[22]           (60)
Fair Value [3],[13],[22]           $ (59)
Percentage of Net Assets [3],[13],[22]           0.00%
Investment, Identifier [Axis]: mPulse Mobile, Inc., Common Equity            
Par Amount, Shares (in shares) | shares [15],[17],[19],[20]   165,761 165,761 165,761 165,761  
Cost [15],[19],[20]   $ 1,220        
Fair Value [15],[19],[20]   $ 2,117        
Percentage of Net Assets [15],[19],[20]   0.11% 0.11% 0.11% 0.11%  
Investment, Identifier [Axis]: mPulse Mobile, Inc., First Lien Debt 1            
Variable interest rate [15],[23]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [15],[16],[23]   10.68% 10.68% 10.68% 10.68%  
Par Amount [15],[17],[23]   $ 11,989        
Cost [15],[23]   11,854        
Fair Value [15],[23]   $ 11,968        
Percentage of Net Assets [15],[23]   0.65% 0.65% 0.65% 0.65%  
Investment, Identifier [Axis]: mPulse Mobile, Inc., First Lien Debt 2            
Variable interest rate [15],[23]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [15],[16],[23]   10.68% 10.68% 10.68% 10.68%  
Par Amount [15],[17],[23]   $ 19,928        
Cost [15],[23]   19,554        
Fair Value [15],[23]   $ 19,697        
Percentage of Net Assets [15],[23]   1.07% 1.07% 1.07% 1.07%  
Investment, Identifier [Axis]: mPulse Mobile, Inc., First Lien Debt 3            
Variable interest rate [15],[21],[23]   6.25% 6.25% 6.25% 6.25%  
Interest Rate [15],[16],[21],[23]   10.68% 10.68% 10.68% 10.68%  
Par Amount [15],[17],[21],[23]   $ 934        
Cost [15],[21],[23]   889        
Fair Value [15],[21],[23]   $ 901        
Percentage of Net Assets [15],[21],[23]   0.05% 0.05% 0.05% 0.05%  
[1]
Investment was on non-accrual status as of December 31, 2023.
[2]
Loan includes interest rate floor of 0.50%.
[3] These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee, under the supervision of the Board of Directors (the “Board of Directors” or the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
[4]
Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedging item within interest expense.
[5] For further details, see Note 6 “Debt” to our consolidated financial statements included in this report.
[6] Contains a variable rate structure. Bears interest at a rate determined by SOFR.
[7]
Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.
[8]
Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments (including preferred equity investments) are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2024 the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2024, the Company is not an “affiliated person” of any of its portfolio companies.
[9] The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
[10] The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
[11]
Loan includes interest rate floor of 1.00% .
[12]
Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR (“E”) or SOFR (“S”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2023. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2023. As of December 31, 2023, the reference rates for our variable rate loans were the 3-month E at 3.91%, 1-month S at 5.35%, the 3-month S at 5.33%; the 6-month S at 5.16% and the P at 8.50% .
[13] Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2023:
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
First Lien Debt
365 Retail Markets, LLCRevolver12/23/2026$2,800 $— 
48Forty Solutions, LLCRevolver11/30/20261,086 (68)
AMCP Pet Holdings, Inc. (Brightpet)Revolver10/5/20262,042 (44)
ARI Network Services, Inc.Revolver2/28/20253,030 (29)
AWP Group Holdings, Inc.Delayed Draw Term Loan8/1/20251,579 (24)
AWP Group Holdings, Inc.Revolver12/24/2029620 (9)
Abacus Data Holdings, Inc. (AbacusNext)Revolver3/10/2027350 — 
Abracon Group Holdings, LLCDelayed Draw Term Loan7/6/2024441 (77)
Advarra Holdings, Inc.Delayed Draw Term Loan8/26/202441 (1)
Alert Media, Inc.Revolver4/10/20263,043 (53)
Amerilife Holdings, LLCDelayed Draw Term Loan10/7/2025147 (2)
Amerilife Holdings, LLCRevolver8/31/2028437 (6)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Answer Acquisition, LLCRevolver12/30/2026$192 $(3)
Apex Service Partners, LLCDelayed Draw Term Loan10/24/20255,922 (73)
Apex Service Partners, LLCRevolver10/24/20292,335 (43)
Appfire Technologies, LLCDelayed Draw Term Loan6/13/20241,083 (14)
Appfire Technologies, LLCRevolver3/9/2027129 (2)
Applitools, Inc.Revolver5/25/2028433 (10)
Assembly Intermediate, LLCDelayed Draw Term Loan1/1/20241,556 (58)
Assembly Intermediate, LLCRevolver10/19/20272,074 (78)
Associations, Inc.Delayed Draw Term Loan6/10/202460 (1)
Associations, Inc.Revolver7/2/20271,203 (11)
Atlas Us Finco, Inc.Revolver12/9/2028186 — 
Avalara, Inc.Revolver10/19/20281,130 — 
Bottomline Technologies, Inc.Revolver5/15/2028267 — 
Bradyifs Holdings, LLCDelayed Draw Term Loan10/31/2025619 (8)
Bradyifs Holdings, LLCRevolver10/31/2029631 (12)
Bridgepointe Technologies, LLCDelayed Draw Term Loan4/1/20254,426 (73)
Bullhorn, Inc.Revolver9/30/2026593 (2)
CLEO Communications Holding, LLCRevolver6/9/202712,502 (196)
Caerus US 1, Inc.Delayed Draw Term Loan10/28/2024893 — 
Caerus US 1, Inc.Revolver5/25/2029293 — 
Catalis Intermediate, Inc.Revolver8/4/20272,778 (153)
Chase Intermediate, LLCDelayed Draw Term Loan8/31/202510,601 (196)
Chase Intermediate, LLCRevolver10/30/2028530 (10)
Citrin Cooperman Advisors, LLCDelayed Draw Term Loan12/13/20257,275 (70)
Coupa Holdings, LLCDelayed Draw Term Loan8/27/20241,085 (12)
Coupa Holdings, LLCRevolver2/27/2029831 (9)
Cyara AcquisitionCo, LLCRevolver6/28/2029313 (6)
Diligent CorporationRevolver8/24/20252,070 (4)
Dwyer Instruments, Inc.Delayed Draw Term Loan12/22/20252,954 (29)
Dwyer Instruments, Inc.Revolver7/21/20271,014 (20)
E-Discovery AcquireCo, LLCRevolver8/29/20291,618 (28)
Encore Holdings, LLCRevolver11/23/2027539 — 
Energy Labs Holdings Corp.Revolver4/7/202839 — 
Excelitas Technologies Corp.Delayed Draw Term Loan8/12/202444 — 
Excelitas Technologies Corp.Revolver8/14/202851 — 
FLS Holding, Inc.Revolver12/17/20271,802 (11)
FMG Suite Holdings, LLCRevolver10/30/20261,542 (10)
FORTIS Solutions Group, LLCDelayed Draw Term Loan6/24/2024908 — 
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
FORTIS Solutions Group, LLCRevolver10/15/2027$2,564 $— 
Foundation Risk Partners Corp.Revolver10/29/20274,571 — 
Fullsteam Operations, LLCDelayed Draw Term Loan5/27/20253,902 (68)
Fullsteam Operations, LLCRevolver11/27/2029608 (18)
GC Waves Holdings, Inc.Delayed Draw Term Loan12/31/20246,095 (113)
GC Waves Holdings, Inc.Revolver8/11/2028331 (6)
GPS Merger Sub, LLCDelayed Draw Term Loan10/2/20251,274 (12)
GPS Merger Sub, LLCRevolver10/2/20291,019 (20)
GS AcquisitionCo, Inc.Revolver5/22/20262,420 — 
GSM Acquisition Corp. (GSM Outdoors)Revolver11/16/20264,280 (43)
Galway Borrower, LLCDelayed Draw Term Loan4/28/20241,712 (18)
Galway Borrower, LLCRevolver9/30/20272,053 (60)
Gateway US Holdings, Inc.Revolver9/22/202630 — 
GraphPad Software, LLCRevolver4/27/2027875 (3)
Ground Penetrating Radar Systems, LLCRevolver6/26/20251,641 (14)
Groundworks, LLCDelayed Draw Term Loan9/14/202454 — 
Groundworks, LLCRevolver3/14/202962 — 
Heartland Veterinary Partners, LLCRevolver12/10/2026375 (3)
Helios Service Partners, LLCDelayed Draw Term Loan2/7/20255,933 (59)
Helios Service Partners, LLCRevolver3/19/2027542 (5)
Higginbotham Insurance Agency, Inc.Delayed Draw Term Loan8/23/20251,254 — 
High Street Buyer, Inc.Revolver4/16/20272,136 — 
Hyland Software, Inc.Revolver9/19/20291,879 (21)
Inszone Mid, LLCDelayed Draw Term Loan11/10/20256,000 (64)
Inszone Mid, LLCRevolver11/12/2029817 (16)
Integrity Marketing Acquisition, LLCRevolver8/27/202652 (1)
Iris Buyer, LLCDelayed Draw Term Loan10/2/2030856 (13)
Iris Buyer, LLCRevolver10/2/20291,001 (26)
KENG Acquisition, Inc.Delayed Draw Term Loan8/1/20252,040 (26)
KENG Acquisition, Inc.Revolver8/1/2029781 (10)
KWOR Acquisition, Inc.Delayed Draw Term Loan6/22/20243,473 (50)
KWOR Acquisition, Inc.Revolver12/22/202770 (1)
Kaseya, Inc.Delayed Draw Term Loan6/23/2024803 (4)
Kaseya, Inc.Revolver6/25/2029642 (3)
Komline Sanderson Engineering Corp.Delayed Draw Term Loan5/27/20248,529 (266)
Komline Sanderson Engineering Corp.Revolver3/17/20264,746 (148)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
LJ Avalon Holdings, LLCDelayed Draw Term Loan8/1/2024$1,028 $(24)
LJ Avalon Holdings, LLCRevolver2/1/2029675 (16)
LUV Car Wash Group, LLCDelayed Draw Term Loan3/14/2024274 (1)
LegitScript, LLCDelayed Draw Term Loan6/24/20246,612 (59)
LegitScript, LLCRevolver6/24/20283,167 (28)
Lightspeed Solution, LLCDelayed Draw Term Loan3/1/20242,024 (36)
MHE Intermediate Holdings, LLCRevolver7/21/20272,500 (25)
MRI Software, LLCDelayed Draw Term Loan12/19/202574 — 
MRI Software, LLCRevolver2/10/20262,252 (12)
Magneto Components Buyco, LLCDelayed Draw Term Loan6/5/20253,035 (28)
Magneto Components Buyco, LLCRevolver12/5/20292,529 (46)
Magnolia Wash HoldingsRevolver7/14/202871 (7)
MajescoRevolver9/21/20261,575 (18)
Mantech International CPDelayed Draw Term Loan9/14/202456 — 
Mantech International CPRevolver9/14/202853 — 
Mobile Communications America, Inc.Delayed Draw Term Loan10/16/20251,921 (14)
Mobile Communications America, Inc.Revolver10/16/2029960 (14)
Montana Buyer, Inc.Revolver7/22/2028400 (3)
Netwrix Corporation And Concept Searching, Inc.Delayed Draw Term Loan6/10/20241,528 (23)
Netwrix Corporation And Concept Searching, Inc.Revolver6/11/2029431 (6)
Oak Purchaser, Inc.Delayed Draw Term Loan4/28/2024127 (3)
Oak Purchaser, Inc.Revolver4/28/2028372 (8)
Omni Intermediate Holdings, LLCDelayed Draw Term Loan6/24/2024138 (7)
Omni Intermediate Holdings, LLCRevolver12/30/2025233 (11)
PCX Holding Corp.Revolver4/22/2027987 (6)
PDFTron Systems, Inc.Revolver7/15/20263,850 (62)
PPV Intermediate Holdings, LLCDelayed Draw Term Loan8/31/202515,090 (124)
Pareto Health Intermediate Holdings, Inc.Revolver6/1/2029792 (6)
Patriot Growth Insurance Services, LLCRevolver10/16/20284,485 (44)
Peter C. Foy & Associates Insurance Services, LLCDelayed Draw Term Loan10/19/20241,695 (8)
Peter C. Foy & Associates Insurance Services, LLCRevolver11/1/2027832 (12)
Pound Bidco, Inc.Delayed Draw Term Loan12/31/2024297 — 
Pound Bidco, Inc.Revolver1/30/20261,163 
Procure Acquireco, Inc. (Procure Analytics)Revolver12/20/2028238 (7)
Project Boost Purchaser, LLCDelayed Draw Term Loan5/2/2024589 (1)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Project Boost Purchaser, LLCRevolver5/2/2028$449 $— 
RSC Acquisition, Inc.Delayed Draw Term Loan2/14/2025610 (5)
Randy's Holdings, Inc.Delayed Draw Term Loan11/1/20242,248 (8)
Randy's Holdings, Inc.Revolver11/1/2028639 (2)
Raptor Merger Sub Debt, LLCRevolver4/1/20281,953 (2)
Recovery Point Systems, Inc.Revolver8/12/20264,000 — 
Redwood Services Group, LLCDelayed Draw Term Loan1/31/2025505 (12)
Revalize, Inc.Revolver4/15/202753 (1)
Riskonnect Parent, LLCDelayed Draw Term Loan7/7/2024558 (1)
RoadOne IntermodaLogisticsDelayed Draw Term Loan6/30/2024273 (5)
RoadOne IntermodaLogisticsRevolver12/29/2028309 (6)
Securonix, Inc.Revolver4/5/20283,782 (210)
Sherlock Buyer Corp.Delayed Draw Term Loan9/6/20253,215 (2)
Sherlock Buyer Corp.Revolver12/8/20271,286 (1)
Smarsh, Inc.Delayed Draw Term Loan2/18/2024536 (9)
Smarsh, Inc.Revolver2/16/2029268 (5)
Spectrio, LLCRevolver12/9/2026493 (25)
Spectrum Automotive Holdings Corp.Delayed Draw Term Loan6/29/20241,154 (26)
Spectrum Automotive Holdings Corp.Revolver6/29/2027881 (20)
Spotless Brands, LLCRevolver7/25/2028114 (1)
Stepping Stones Healthcare Services, LLCDelayed Draw Term Loan1/1/2024276 (4)
Stepping Stones Healthcare Services, LLCRevolver12/30/2026625 (9)
Summit Acquisition, Inc.Delayed Draw Term Loan11/1/20241,638 (25)
Summit Acquisition, Inc.Revolver5/1/2029819 (12)
Summit Buyer, LLCDelayed Draw Term Loan8/25/2025197 (5)
Summit Buyer, LLCRevolver1/14/20262,443 (59)
Superman Holdings, LLCDelayed Draw Term Loan5/1/2025380 (5)
Surewerx Purchaser III, Inc.Delayed Draw Term Loan6/28/20241,128 — 
Surewerx Purchaser III, Inc.Revolver12/28/2028494 — 
SuvetoRevolver9/9/2027930 (19)
Sweep Purchaser, LLCDelayed Draw Term Loan5/5/2024273 (55)
Sweep Purchaser, LLCRevolver11/30/202628 (6)
Syntax Systems LtdRevolver10/29/20261,447 (26)
Tamarack Intermediate, LLCDelayed Draw Term Loan10/6/2025398 (6)
Tamarack Intermediate, LLCRevolver3/13/2028900 (22)
Tank Holding Corp.Delayed Draw Term Loan5/22/2024494 (10)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Tank Holding Corp.Revolver3/31/2028$587 $(26)
Thrive Buyer, Inc. (Thrive Networks)Revolver1/22/20271,321 (26)
Tidi Legacy Products, Inc.Delayed Draw Term Loan6/19/2025913 (9)
Tidi Legacy Products, Inc.Revolver12/19/2029657 (13)
Trintech, Inc.Revolver7/25/20292,092 (39)
Triple Lift, Inc.Revolver5/5/20282,467 (172)
Trunk Acquisition, Inc.Revolver2/19/2026857 (16)
Two Six Labs, LLCRevolver8/20/20272,134 (48)
United Flow Technologies Intermediate Holdco II, LLCDelayed Draw Term Loan1/1/202432 — 
United Flow Technologies Intermediate Holdco II, LLCRevolver10/29/20261,155 (15)
UpStack, Inc.Delayed Draw Term Loan6/30/20256,197 (155)
UpStack, Inc.Revolver8/20/2027613 (15)
V Global Holdings, LLCRevolver12/22/2025396 (8)
VRC Companies, LLCRevolver6/29/20271,653 (2)
Vensure Employer Services, Inc.Delayed Draw Term Loan6/15/20252,362 (20)
Vertex Service Partners, LLCDelayed Draw Term Loan11/8/20252,562 (39)
Vertex Service Partners, LLCRevolver11/8/2030460 (11)
Vessco Midco Holdings, LLCRevolver10/18/2026428 — 
World Insurance Associates, LLCRevolver4/3/20281,269 (41)
YI, LLCDelayed Draw Term Loan6/6/20251,178 (12)
YI, LLCRevolver12/3/2029883 (17)
Zarya Intermediate, LLCRevolver7/1/2027521 — 
iCIMS, Inc.Delayed Draw Term Loan8/18/2025101 — 
iCIMS, Inc.Revolver8/18/202838 — 
mPulse Mobile, Inc.Revolver12/18/20272,668 (59)
Total First Lien Debt Unfunded Commitments$294,950 $(4,552)
Total Unfunded Commitments$294,950 $(4,552)
[14]
Loan includes interest rate floor of 1.00%.
[15] These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company's Valuation Designee, under the supervision of the Board of Directors (the "Board of Directors" or the "Board") (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
[16]
Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either CORRA ("C") or EURIBOR ("E") or SOFR ("S") or SONIA ("SA") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2024. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2024. As of December 31, 2024, the reference rates for our variable rate loans were the C at 3.32%, 1-month E at 2.85%, 1-month S at 4.33%, 3-month S at 4.31%, 6-month S at 4.25%, SA at 4.70% and the P at 7.50%.
[17] Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Euro ("€"), Great British Pound (“GBP”), or Canadian dollar ("CAD").
[18] Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). See Note 6 “Debt”.
[19]
Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of December 31, 2024, the aggregate fair value of these securities is $58,391 or 3.17% of the Company’s net assets. The initial acquisition dates have been included for such securities.
[20] Non-income producing security.
[21] Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2024:
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
First Lien Debt
48Forty Solutions, LLCRevolver11/30/2029$1,547 $(548)
ARI Network Services, Inc.Revolver8/28/20261,841 (7)
AWP Group Holdings, Inc.Delayed Draw Term Loan8/23/20261,284 — 
AWP Group Holdings, Inc.Revolver12/23/2030750 — 
Abacus Data Holdings, Inc. (AbacusNext)Revolver3/10/20271,400 — 
Accordion Partners, LLCDelayed Draw Term Loan11/15/20264,565 (22)
Accordion Partners, LLCRevolver11/17/20313,043 (30)
Advarra Holdings, Inc.Delayed Draw Term Loan9/14/202641 — 
Alert Media, Inc.Revolver4/12/20274,266 (62)
Amerilife Holdings, LLCDelayed Draw Term Loan6/17/20261,335 — 
Amerilife Holdings, LLCRevolver8/31/2028437 — 
Answer Acquisition, LLCRevolver12/30/20261,249 (8)
Any Hour, LLCDelayed Draw Term Loan5/23/20266,255 (66)
Any Hour, LLCRevolver5/23/20301,801 (19)
Apex Service Partners, LLCRevolver10/24/2029932 — 
Apollo Acquisition, Inc.Delayed Draw Term Loan12/30/20266,094 (30)
Apollo Acquisition, Inc.Revolver12/30/20302,437 (24)
Appfire Technologies, LLCDelayed Draw Term Loan3/31/2025569 — 
Appfire Technologies, LLCDelayed Draw Term Loan6/28/20264,005 — 
Appfire Technologies, LLCRevolver3/9/2028155 — 
Applitools, Inc.Revolver5/25/2028433 (4)
Aptean, Inc.Delayed Draw Term Loan1/30/2026537 (1)
Aptean, Inc.Revolver1/30/2031984 (1)
Arcoro Holdings Corp.Revolver3/28/20301,957 (14)
Artifact Bidco, Inc.Delayed Draw Term Loan5/22/20277,759 — 
Artifact Bidco, Inc.Revolver7/26/20305,542 — 
Ascend Partner Services, LLCDelayed Draw Term Loan8/9/20268,418 — 
Ascend Partner Services, LLCRevolver8/11/2031673 — 
Assembly Intermediate, LLCRevolver10/19/20272,074 — 
Associations, Inc.Delayed Draw Term Loan7/3/2028705 — 
Associations, Inc.Revolver7/3/2028339 — 
Atlas Us Finco, Inc.Revolver12/9/2028186 — 
AuditBoard, Inc.Delayed Draw Term Loan7/12/202610,571 — 
AuditBoard, Inc.Revolver7/14/20314,229 — 
Avalara, Inc.Revolver10/19/20281,040 — 
Bottomline Technologies, Inc.Revolver5/15/2028267 — 
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Bradyplus Holdings, LLCDelayed Draw Term Loan10/31/2025$184 $— 
Bridgepointe Technologies, LLCDelayed Draw Term Loan6/3/20261,578 (18)
Bullhorn, Inc.Delayed Draw Term Loan5/11/2026386 — 
Bullhorn, Inc.Revolver10/1/2029717 — 
CLEO Communications Holding, LLCRevolver6/9/202712,502 — 
COP Collisionright Parent, LLCDelayed Draw Term Loan1/29/20261,842 (22)
COP Collisionright Parent, LLCRevolver1/29/2030884 (10)
CRCI Longhorn Holdings, Inc.Delayed Draw Term Loan8/27/20262,471 — 
CRCI Longhorn Holdings, Inc.Revolver8/27/2031906 — 
Caerus US 1, Inc.Revolver5/25/20291,083 (33)
Carr, Riggs and Ingram Capital, LLCDelayed Draw Term Loan11/18/20262,188 (11)
Carr, Riggs and Ingram Capital, LLCRevolver11/18/2031875 (9)
Catalis Intermediate, Inc.Revolver8/4/20272,778 (42)
Cerity Partners, LLCDelayed Draw Term Loan6/7/20261,141 — 
Cerity Partners, LLCRevolver7/30/2029236 — 
Chase Intermediate, LLCDelayed Draw Term Loan8/31/20256,276 (9)
Chase Intermediate, LLCRevolver10/30/2028530 — 
Citrin Cooperman Advisors, LLCDelayed Draw Term Loan12/13/20251,263 — 
ComPsych Investment Corp.Delayed Draw Term Loan7/23/20274,000 — 
Consor Intermediate II, LLCDelayed Draw Term Loan5/10/20264,577 (26)
Consor Intermediate II, LLCRevolver5/12/20311,220 (7)
Coupa Holdings, LLCDelayed Draw Term Loan8/27/20251,085 (5)
Coupa Holdings, LLCRevolver2/27/2029831 (4)
Cyara AcquisitionCo, LLCRevolver6/28/2029313 — 
Diligent CorporationDelayed Draw Term Loan4/30/20264,118 — 
Diligent CorporationRevolver8/2/20302,745 — 
Drivecentric Holdings, LLCRevolver8/15/20313,529 (3)
Dwyer Instruments, Inc.Delayed Draw Term Loan11/20/2026505 (2)
Dwyer Instruments, Inc.Revolver7/20/20291,387 — 
E-Discovery AcquireCo, LLCRevolver8/29/20292,384 (10)
EVDR Purchaser, Inc.Delayed Draw Term Loan8/14/20255,881 — 
EVDR Purchaser, Inc.Revolver2/14/20312,940 — 
Eclipse Buyer, Inc.Delayed Draw Term Loan9/6/2026719 — 
Eclipse Buyer, Inc.Revolver9/6/2031365 — 
Encore Holdings, LLCDelayed Draw Term Loan10/31/2026126 (1)
Encore Holdings, LLCDelayed Draw Term Loan12/20/20262,500 (6)
Encore Holdings, LLCRevolver11/23/2027539 (2)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Energy Labs Holdings Corp.Delayed Draw Term Loan5/24/2026$477 $(4)
Energy Labs Holdings Corp.Revolver4/7/2028222 (3)
Essential Services Holding CorporationDelayed Draw Term Loan6/17/20264,773 — 
Essential Services Holding CorporationRevolver6/17/20302,983 — 
Everbridge Holdings, LLCDelayed Draw Term Loan7/2/20266,783 — 
Everbridge Holdings, LLCRevolver7/2/20314,463 — 
Excelitas Technologies Corp.Delayed Draw Term Loan5/1/202544 — 
Excelitas Technologies Corp.Delayed Draw Term Loan5/1/20262,000 (19)
Excelitas Technologies Corp.Revolver8/14/2028131 (1)
FLS Holding, Inc.Revolver12/17/2027901 (96)
FMG Suite Holdings, LLCRevolver10/30/20262,319 (18)
FORTIS Solutions Group, LLCDelayed Draw Term Loan6/24/2025688 — 
FORTIS Solutions Group, LLCRevolver10/15/20271,754 — 
FPG Intermediate Holdco, LLCDelayed Draw Term Loan12/31/2025— 
Formstack Acquisition CoDelayed Draw Term Loan3/30/20263,273 (21)
Formstack Acquisition CoRevolver3/28/20301,969 (12)
Foundation Risk Partners Corp.Revolver10/29/20296,709 — 
Fullsteam Operations, LLCDelayed Draw Term Loan8/25/20254,083 — 
Fullsteam Operations, LLCDelayed Draw Term Loan2/23/2026807 — 
Fullsteam Operations, LLCDelayed Draw Term Loan5/1/20262,250 — 
Fullsteam Operations, LLCDelayed Draw Term Loan6/30/2026250 — 
Fullsteam Operations, LLCRevolver11/27/2029608 — 
GC Waves Holdings, Inc.Delayed Draw Term Loan10/4/20263,398 (26)
GC Waves Holdings, Inc.Revolver10/4/2030331 (2)
GI DI Cornfield Acquisition, LLCDelayed Draw Term Loan5/31/202615,667 (152)
GPS Merger Sub, LLCDelayed Draw Term Loan10/2/20261,274 — 
GPS Merger Sub, LLCRevolver10/2/20291,019 — 
GS AcquisitionCo, Inc.Delayed Draw Term Loan3/26/202651 — 
GS AcquisitionCo, Inc.Revolver5/25/20282,470 — 
Galway Borrower, LLCDelayed Draw Term Loan2/6/20261,257 — 
Galway Borrower, LLCRevolver9/29/20282,029 — 
Gateway US Holdings, Inc.Revolver9/22/202830 — 
Granicus, Inc.Delayed Draw Term Loan1/17/20261,955 (2)
Granicus, Inc.Revolver1/17/20311,800 — 
GraphPad Software, LLCDelayed Draw Term Loan6/28/20267,184 — 
GraphPad Software, LLCRevolver6/30/20312,993 — 
Ground Penetrating Radar Systems, LLCDelayed Draw Term Loan4/2/20277,733 — 
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Ground Penetrating Radar Systems, LLCRevolver4/2/2031$2,279 $— 
HSI Halo Acquisition, Inc.Delayed Draw Term Loan6/28/20262,685 — 
HSI Halo Acquisition, Inc.Revolver6/28/20302,165 — 
Heartland Veterinary Partners, LLCRevolver12/10/2026375 — 
Helios Service Partners, LLCDelayed Draw Term Loan2/10/20255,193 (36)
Helios Service Partners, LLCRevolver3/19/20271,290 — 
Hercules Borrower, LLCDelayed Draw Term Loan4/5/20264,519 (14)
Hercules Borrower, LLCDelayed Draw Term Loan4/17/20252,176 (670)
Higginbotham Insurance Agency, Inc.Delayed Draw Term Loan3/27/20265,655 (24)
High Street Buyer, Inc.Delayed Draw Term Loan3/11/20267,587 (25)
High Street Buyer, Inc.Revolver4/16/20272,136 — 
Hootsuite, Inc.Revolver5/22/20302,500 (22)
Hyland Software, Inc.Revolver9/19/20291,879 — 
IG Investment Holdings, LLCRevolver9/22/20281,211 (11)
Icefall Parent, Inc.Revolver1/25/2030507 (8)
Imagine 360, LLCDelayed Draw Term Loan9/20/20261,718 — 
Imagine 360, LLCRevolver10/2/20281,064 — 
Inszone Mid, LLCDelayed Draw Term Loan11/10/20251,082 — 
Inszone Mid, LLCDelayed Draw Term Loan7/24/202610,025 — 
Inszone Mid, LLCRevolver11/12/20291,569 — 
Integrity Marketing Acquisition, LLCRevolver8/25/2028434 — 
Invictus Buyer, LLCDelayed Draw Term Loan6/3/20261,688 (5)
Invictus Buyer, LLCRevolver6/3/2031625 (2)
Iris Buyer, LLCDelayed Draw Term Loan4/2/2025340 — 
Iris Buyer, LLCRevolver10/2/20291,001 — 
KENG Acquisition, Inc.Delayed Draw Term Loan8/1/20251,346 (7)
KENG Acquisition, Inc.Delayed Draw Term Loan7/17/20261,465 (7)
KENG Acquisition, Inc.Revolver8/1/2029878 (4)
Kaseya, Inc.Delayed Draw Term Loan6/23/2025637 — 
Kaseya, Inc.Revolver6/25/2029642 — 
LJ Avalon Holdings, LLCDelayed Draw Term Loan10/1/20251,339 — 
LJ Avalon Holdings, LLCRevolver2/1/2029675 — 
LeadVenture, Inc.Delayed Draw Term Loan8/28/2026826 (3)
LegitScript, LLCRevolver6/24/20282,833 — 
Lightspeed Buyer, Inc.Delayed Draw Term Loan6/1/2025545 — 
Lightspeed Buyer, Inc.Revolver2/3/2027146 — 
LogRhythm, Inc.Revolver7/2/2029909 (16)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
MAI Capital Management Intermediate, LLCDelayed Draw Term Loan8/29/2026$1,869 $— 
MAI Capital Management Intermediate, LLCRevolver8/29/2031894 — 
MHE Intermediate Holdings, LLCRevolver7/21/20272,000 — 
MRI Software, LLCDelayed Draw Term Loan9/4/202634 — 
MRI Software, LLCRevolver2/10/20272,174 (2)
Magneto Components Buyco, LLCDelayed Draw Term Loan6/5/20253,035 (21)
Magneto Components Buyco, LLCRevolver12/5/20292,529 (17)
Magnolia Wash HoldingsRevolver7/14/202871 (7)
MajescoRevolver9/21/20271,575 — 
Mantech International CPDelayed Draw Term Loan6/14/2025636 — 
Mantech International CPRevolver9/14/2028507 — 
Mobile Communications America, Inc.Delayed Draw Term Loan10/16/20251,553 — 
Mobile Communications America, Inc.Revolver10/16/2029720 — 
Model N, Inc.Delayed Draw Term Loan6/26/20263,265 — 
Model N, Inc.Revolver6/27/20311,741 — 
Montana Buyer, Inc.Revolver7/22/2028812 — 
NSi Holdings, Inc.Delayed Draw Term Loan11/15/20261,316 (6)
NSi Holdings, Inc.Revolver11/15/20311,316 (13)
Nasuni CorporationRevolver9/10/20303,017 — 
Netwrix Corporation And Concept Searching, Inc.Revolver6/11/2029431 (3)
Oak Purchaser, Inc.Delayed Draw Term Loan2/1/2025878 (8)
Oak Purchaser, Inc.Revolver4/28/2028372 (3)
Optimizely North America, Inc.Revolver10/30/20311,236 (12)
PDFTron Systems, Inc.Revolver7/15/20265,133 (6)
PDI TA Holdings, Inc.Delayed Draw Term Loan2/1/20262,301 (12)
PDI TA Holdings, Inc.Revolver2/3/20312,280 (12)
PMA Parent Holdings, LLCRevolver1/31/2031214 (3)
PT Intermediate Holdings III, LLCDelayed Draw Term Loan4/8/20262,937 — 
Pareto Health Intermediate Holdings, Inc.Delayed Draw Term Loan6/20/20265,602 (28)
Pareto Health Intermediate Holdings, Inc.Revolver6/1/2029792 — 
Patriot Growth Insurance Services, LLCRevolver10/16/20282,243 — 
Peter C. Foy & Associates Insurance Services, LLCDelayed Draw Term Loan4/23/2026269 (1)
Peter C. Foy & Associates Insurance Services, LLCRevolver11/1/2027832 — 
Pound Bidco, Inc.Delayed Draw Term Loan2/1/20271,631 (4)
Pound Bidco, Inc.Delayed Draw Term Loan2/1/202759 — 
Pound Bidco, Inc.Revolver2/1/20271,163 (3)
Procure Acquireco, Inc. (Procure Analytics)Delayed Draw Term Loan10/31/2026700 (3)
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Procure Acquireco, Inc. (Procure Analytics)Revolver12/20/2028$238 $— 
Project Accelerate Parent, LLCRevolver2/24/20311,250 — 
Project Boost Purchaser, LLCRevolver5/2/2028273 — 
Project Potter Buyer, LLCRevolver4/23/20261,173 — 
Promptcare Infusion Buyer, Inc.Delayed Draw Term Loan10/19/20251,389 (18)
Pye-Barker Fire & Safety, LLCDelayed Draw Term Loan5/24/20266,778 — 
Pye-Barker Fire & Safety, LLCRevolver5/24/20303,189 — 
RFS Opco, LLCRevolver4/4/2029410 (2)
Randy's Holdings, Inc.Delayed Draw Term Loan11/1/20251,580 — 
Randy's Holdings, Inc.Revolver11/1/2029594 — 
Raptor Merger Sub Debt, LLCRevolver4/1/20291,953 (7)
Recovery Point Systems, Inc.Revolver8/12/20264,000 — 
Redwood Services Group, LLCDelayed Draw Term Loan2/5/2026151 (1)
Revalize, Inc.Revolver4/15/202719 (1)
Ridge Trail US Bidco, Inc.Delayed Draw Term Loan8/30/20278,268 (22)
Ridge Trail US Bidco, Inc.Revolver3/31/20312,012 (5)
Riskonnect Parent, LLCDelayed Draw Term Loan3/1/20261,264 (10)
Riskonnect Parent, LLCRevolver12/7/2028915 (7)
RoadOne IntermodaLogisticsRevolver12/29/2028255 (6)
Routeware, Inc.Delayed Draw Term Loan9/18/20261,477 — 
Routeware, Inc.Revolver9/18/2031341 — 
Runway Bidco, LLCDelayed Draw Term Loan12/17/20262,715 (13)
Runway Bidco, LLCRevolver12/17/20311,357 (13)
SV Newco 2, Inc.Delayed Draw Term Loan5/31/202614,319 (113)
SV Newco 2, Inc.Revolver6/2/20318,591 (68)
Securonix, Inc.Revolver4/5/20283,697 (327)
Sherlock Buyer Corp.Revolver12/8/20271,286 — 
Smarsh, Inc.Delayed Draw Term Loan2/18/2025536 — 
Smarsh, Inc.Revolver2/16/2029161 — 
Sonny's Enterprises, LLCDelayed Draw Term Loan6/5/20261,302 (42)
Spark Buyer, LLCDelayed Draw Term Loan10/15/2026875 (6)
Spark Buyer, LLCRevolver10/15/2031438 (6)
Spectrum Automotive Holdings Corp.Delayed Draw Term Loan3/24/20268,432 (47)
Spectrum Automotive Holdings Corp.Revolver6/29/2027881 (5)
Stepping Stones Healthcare Services, LLCDelayed Draw Term Loan4/25/20261,125 (3)
Stepping Stones Healthcare Services, LLCRevolver12/30/2026625 — 
Superman Holdings, LLCDelayed Draw Term Loan8/28/20266,552 — 
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Superman Holdings, LLCRevolver8/29/2031$2,901 $— 
Surewerx Purchaser III, Inc.Delayed Draw Term Loan12/28/20251,128 — 
Surewerx Purchaser III, Inc.Revolver12/28/2028341 — 
SuvetoRevolver9/9/20271,231 (12)
Suveto Buyer, LLCDelayed Draw Term Loan11/15/2026240 (1)
Sweep Purchaser, LLCRevolver6/30/20271,406 — 
Tamarack Intermediate, LLCRevolver3/13/2028900 — 
Tank Holding Corp.Delayed Draw Term Loan11/22/202573 — 
Tank Holding Corp.Revolver3/31/2028800 (16)
Thrive Buyer, Inc. (Thrive Networks)Revolver1/22/2027661 — 
Tidi Legacy Products, Inc.Delayed Draw Term Loan6/19/2025494 (1)
Tidi Legacy Products, Inc.Revolver12/19/2029356 (1)
Transit Technologies, LLCDelayed Draw Term Loan8/20/20262,841 — 
Transit Technologies, LLCRevolver8/20/20301,704 — 
Trintech, Inc.Revolver7/25/20292,092 (31)
Triple Lift, Inc.Revolver5/5/20284,000 (171)
Trunk Acquisition, Inc.Delayed Draw Term Loan12/20/2026755 (4)
Trunk Acquisition, Inc.Revolver2/19/2026857 (4)
Two Six Labs, LLCDelayed Draw Term Loan10/9/20252,200 (6)
Two Six Labs, LLCRevolver8/20/20272,134 (6)
UHY Advisors, Inc.Delayed Draw Term Loan11/22/20262,208 (11)
UHY Advisors, Inc.Revolver11/21/2031584 (6)
United Flow Technologies Intermediate Holdco II, LLCDelayed Draw Term Loan6/21/20264,465 — 
United Flow Technologies Intermediate Holdco II, LLCRevolver6/21/2030990 — 
UpStack, Inc.Delayed Draw Term Loan8/23/20263,750 — 
UpStack, Inc.Revolver8/25/20311,275 — 
V Global Holdings, LLCRevolver12/22/2025279 (14)
VRC Companies, LLCRevolver6/29/20271,653 — 
Vardiman Black Holdings, LLCDelayed Draw Term Loan3/29/202687 — 
Vehlo Purchaser, LLCDelayed Draw Term Loan10/5/202514,495 (91)
Vehlo Purchaser, LLCRevolver5/24/2028143 (1)
Vensure Employer Services, Inc.Delayed Draw Term Loan9/27/20261,719 — 
Verdantas, LLCDelayed Draw Term Loan11/8/20262,500 (18)
Verdantas, LLCRevolver5/6/20301,754 (18)
Vertex Service Partners, LLCDelayed Draw Term Loan10/1/2026734 (3)
Vertex Service Partners, LLCRevolver11/8/203053 — 
Vessco Midco Holdings, LLCDelayed Draw Term Loan7/24/20262,750 — 
Investments — non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Vessco Midco Holdings, LLCRevolver7/24/2031$1,244 $— 
Victors Purchaser, LLCDelayed Draw Term Loan8/15/20261,213 — 
Victors Purchaser, LLCRevolver8/15/2031570 — 
World Insurance Associates, LLCRevolver4/3/20281,269 (28)
YI, LLCDelayed Draw Term Loan6/1/20251,178 — 
YI, LLCRevolver12/3/2029883 — 
Zarya Intermediate, LLCRevolver7/1/20273,649 (4)
iCIMS, Inc.Revolver8/18/202836 — 
mPulse Mobile, Inc.Revolver12/17/20271,734 (22)
Total First Lien Debt Unfunded Commitments$564,839 $(3,621)
Total Unfunded Commitments$564,839 $(3,621)
[22]
Loan includes interest rate floor of 0.75%.
[23]
Loan includes interest rate floor of 0.75%.
[24] Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). See Note 6 “Debt”.
[25]
Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of December 31, 2023, the aggregate fair value of these securities is $54,538 or 3.17% of the Company’s net assets. The initial acquisition dates have been included for such securities.
[26]
The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, non-qualifying assets represented 6.55% of total assets as calculated in accordance with regulatory requirements.
[27]
The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2024, non-qualifying assets represented 7.63% of total assets as calculated in accordance with regulatory requirements.
[28]
Loan includes interest rate floor of 0.50%.
[29] The investment includes an exit fee that is receivable upon certain conditions being met. See Note 2 "Significant Accounting Policies".
[30]
Investment was on non-accrual status as of December 31, 2024.
[31]
Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.
[32]
Unless otherwise indicated, issuers of debt and equity investments held by the Company (where such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2023, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2023, the Company is not an “affiliated person” of any of its portfolio companies.
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ORGANIZATION
12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION ORGANIZATION
Morgan Stanley Direct Lending Fund (the “Company”) is a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company has elected to be treated, and intends to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is not a subsidiary of or consolidated with Morgan Stanley.
The Company was formed as a Delaware limited liability company on May 30, 2019 and, effective November 25, 2019, converted to a Delaware corporation. The Company commenced investment operations in January 2020. The Company is externally managed by MS Capital Partners Adviser Inc., an indirect wholly owned subsidiary of Morgan Stanley (the “Adviser” or “Investment Adviser”). The Investment Adviser is an indirect, wholly owned subsidiary of Morgan Stanley.
The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company.
The Company conducted private offerings of its common stock, par value $0.001 per share (the “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 each private offering, each investor made a capital commitment (a “Capital Commitment”) to purchase shares of Common Stock pursuant to a subscription agreement entered into with the Company. As of October 4, 2023, all Capital Commitments had been fully funded.
On January 26, 2024, the Company closed its initial public offering (“IPO”), issuing 5,000,000 shares of its Common Stock at a public offering price of $20.67 per share. Net of underwriting fees, the Company received net cash proceeds, before offering expenses, of $97.1 million. The Company’s Common Stock began trading on the NYSE under the symbol “MSDL” on January 24, 2024.
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SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.
Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly owned subsidiaries in the consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.
The Company has formed wholly owned subsidiaries, which are structured as Delaware limited liability companies, for the purpose of holding certain investments in portfolio companies made by the Company. The Company’s wholly owned subsidiaries include: DLF CA SPV LLC (“CA SPV”), DLF SPV LLC (“DLF SPV”), DLF Financing SPV LLC (“Financing SPV”) and DLF Equity Holdings LLC (“Equity Holdings,” and collectively with CA SPV, DLF SPV and Financing SPV, the “subsidiaries”). The Company consolidates its wholly owned subsidiaries in these consolidated financial statements.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less, and restricted cash pledged as collateral. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.
Foreign Currency Translation
The functional currency of the Company is the U.S. Dollar. Investments denominated in foreign currencies are translated into U.S. Dollars based upon currency exchange rates effective on the last business day of the current reporting period. Net changes in fair value of investments due to foreign exchange rates fluctuation is recorded as change in unrealized appreciation (depreciation) from translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. Investment and non-investment activities denominated in foreign currencies, including purchase and sales of investments, borrowings and repayments of debt, income and expenses, are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.
Investments
Investment transactions are recorded on the trade date. Receivables/payables from investments sold/purchased on the Consolidated Statements of Assets and Liabilities consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
The Company's Board of Directors (the “Board of Directors” or the “Board”), with the assistance of the Company’s audit committee (the “Audit Committee”), determines the fair value of the Company’s investments in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”) issued by the FASB. The Board of Directors has delegated to the Investment Adviser as the valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors. ASC 820 defines fair value as “the price 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.” Fair value is a market-based measurement, not an entity-specific measurement. For some investments, observable market transactions or market information might be available. For other investments, observable market
transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same - to estimate the price when an orderly transaction to sell the investment would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant). Refer to Note 5 “Fair Value Measurements” for the Company’s framework for determining fair value, fair value hierarchies, and the composition of the Company’s portfolio.
Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge certain of the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and Board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that 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, among other things, 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. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so.
Revenue Recognition
Interest Income
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective investment using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt investment, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
PIK Income
The Company has debt investments in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in PIK income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-cash source of income is included when determining what must be paid out to stockholders in the form of distributions in order for the Company to maintain its status as a RIC, even though the Company has not yet collected cash.
Dividend Income
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies. Dividend income is presented net of withholding tax, if any.
Other Income
The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.
Non-Accrual Investments
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments
received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
As of December 31, 2024 and December 31, 2023, the Company had certain investments in two and three portfolio companies, respectively, that were on non-accrual status. The amortized cost of investments on non-accrual status as of December 31, 2024 and December 31, 2023 was $8,117 and $19,353, respectively.
Offering Costs
The Company records expenses related to public equity offerings as a reduction of capital upon completion of an offering of registered securities.
Deferred Financing Costs and Debt Issuance Costs
Deferred financing and debt issuance costs consist of fees and expenses paid in connection with the closing of and amendments to the Company’s borrowings. The aforementioned costs are amortized using the straight-line method over each instrument’s term. Deferred financing costs related to a revolving credit facility is presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. Deferred debt issuance costs related to any notes are presented net against the outstanding debt balance on the Consolidated Statements of Assets and Liabilities.
Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes, at least annually, to its stockholders as distributions.
In order to continue to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.
The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (the “ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a distribution declared prior to filing the final tax return related to the year which generated such ICTI.    
In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company accrued $2,437, $1,519 and $334 of U.S. federal excise tax, respectively.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which enhances disclosure requirements about significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”). ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by ASC 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim periods beginning with the first quarter ended March 31, 2025. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company has adopted ASU 2023-07 effective December 31, 2024 and concluded that the application of this guidance did not have any material impact on its consolidated financial statements. See Note 13 for more information.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU 2023-09”). ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual
periods beginning after December 15, 2024 and early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its financial statement disclosures.
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SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
On November 25, 2019, the Company entered into an investment advisory agreement with our Adviser (the "Original Investment Advisory Agreement").
On January 24, 2024, the Company entered into the Amended and Restated Investment Advisory Agreement with the Adviser (as amended and restated, the “Investment Advisory Agreement”). The Investment Advisory Agreement incorporates (i) a cumulative three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized capital loss, if any, during the applicable three-year lookback period. The Investment Advisory Agreement was most recently re-approved by the Board in August 2024 and will continue from year to year if approved annually the Board of Directors or the Company’s stockholders, including, in each case, a majority of the directors who are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act (the "Independent Directors").
The Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a base management fee (the “Base Management Fee”) and an incentive fee. The cost of both the Base Management Fee and the incentive fee are ultimately be borne by the stockholders.
Base Management Fee
The Base Management Fee is calculated at an annual rate of 1.0% of the Company's average gross assets at the end of the two most recently completed calendar quarters, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents.
Pursuant to the Original Investment Advisory Agreement, the Adviser agreed to irrevocably waive the portion of the Base Management Fee in excess of 0.25% of the Company’s average gross assets calculated in accordance with the Original Investment Advisory Agreement prior to a listing of the Common Stock on a national securities exchange.
Pursuant to the Investment Advisory Agreement, the Adviser has agreed to irrevocably waive any portion of the Base Management Fee in excess of 0.75% of the Company's average gross assets calculated in accordance with the Investment Advisory Agreement for the period from January 24, 2024 to January 24, 2025 (the “Waiver Period”).
Base Management Fees waived during the Waiver Period are not subject to recoupment by the Adviser. For services rendered under the Investment Advisory Agreement, the Base Management Fee is payable quarterly in arrears. Base Management Fees for any partial month or quarter will be appropriately pro-rated.
For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, Base Management Fees were $25,479, $7,637 and $6,679, net of waiver, respectively. As of December 31, 2024 and December 31, 2023, $7,042 and $2,012, respectively, were payable to the Investment Adviser relating to Base Management Fees.
Incentive Fee
The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains.
i.Incentive Fee Based on Income
The first part is determined and paid quarterly based on the Company's pre-incentive fee net investment income, and is subject to an Incentive Fee Cap (as defined below) pursuant to the Investment Advisory Agreement. Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement (as defined below), any interest expense and distributions paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Adviser is not obligated to return any incentive fee it receives on PIK interest that is later determined to be uncollectible in cash.
Pursuant to the Original Investment Advisory Agreement, the Company paid its Adviser an income-based incentive fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows:
No income based incentive fee if the Company’s pre-incentive fee net investment income, expressed as a return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, does not exceed the hurdle rate of 1.5% (6.0% annualized);
100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.8182% (7.2728% annualized). This portion of the pre-incentive fee net investment income (which exceeds the Hurdle Rate but is less than 1.8182%) is referred to as the “catch-up”. This “catch-up” portion is meant to provide the Adviser with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if the “catch up” is achieved; and
17.5% of the Company’s pre-incentive fee net investment income, if any, that exceeds the rate of return of 1.8182% (7.2728% annualized).
Pursuant to the Investment Advisory Agreement, the Company pays its Adviser an incentive fee on its aggregate pre-incentive fee net investment income in respect of (1) for the quarter ending March 31, 2024 (the “First Calendar Quarter”), the First Calendar Quarter, and (2) commencing with the quarter ending June 30, 2024, the current calendar quarter and eleven preceding calendar quarters beginning with the calendar quarter commencing on April 1, 2024 (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commence on or after April 1, 2024) (in either case, the “Trailing Twelve Quarters”).
Pre-incentive fee net investment income in respect of the First Calendar Quarter was compared to a hurdle rate equal to 1.5% (6.0% annualized), and, if pre-incentive fee net investment income for the First Calendar Quarter exceeded the hurdle rate, the incentive fee would be 100% of pre-incentive fee net investment income until the Adviser has received a “catch up” equal to 17.5%, plus 17.5% of pre-incentive fee net investment income above the catch up.
Commencing with the quarter ending June 30, 2024, pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters is compared to a “Hurdle Rate” equal to the product of (i) the hurdle rate of 1.5% per quarter (6% annualized) and (ii) the sum of the Company's net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The incentive fee based on income for each calendar quarter will be determined as follows:

No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Rate;
100% of pre-incentive fee net investment income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.8182% in any calendar quarter (7.2728% annualized). This portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.8182%) is referred to as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 17.5% of the Company's pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.8182% in any calendar quarter; and
17.5% of the pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds 1.8182% in any calendar quarter (7.2728% annualized), which reflects that once the hurdle rate is reached and the catch-up is achieved, 17.5% of the Company's pre-incentive fee net investment income that exceeds the catch-up amount is paid to the Adviser.

Commencing with the quarter ending June 30, 2024, each income incentive fee is subject to an incentive fee cap (the “Incentive Fee Cap”) that in respect of any calendar quarter is an amount equal to 17.5% of the Cumulative Pre-Incentive Fee Net Return (as defined herein) during the Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. In the event the Incentive Fee Cap is zero or a negative value then no income incentive fee shall be payable and if the Incentive Fee Cap is less than the amount of incentive fee based on income that would otherwise be payable, the amount of incentive fee based on income shall be reduced to an amount equal to the Incentive Fee Cap.

“Cumulative Pre-Incentive Fee Net Return” (A) during the First Calendar Quarter, the sum of pre-incentive fee net investment income in the First Calendar Quarter and (B) during the relevant Trailing Twelve Quarters, the sum of (x) pre-incentive fee net investment income in respect of the Trailing Twelve Quarters and (y) Adjusted Capital Returns (as defined below) in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Company shall pay no income incentive fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less
than the incentive fee calculated as described above, the Company shall pay the Adviser the Income Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the incentive fee calculated as described above, the Company shall pay the Adviser the incentive fee in respect of such quarter. “Adjusted Capital Returns” in respect of a particular period means the sum of aggregate realized losses and aggregate realized capital gains in respect of such period.

For the Waiver Period, the Adviser has irrevocably waived its right to receive each component of the income incentive fee in excess of amounts calculated as described above using (1) 15.0% instead of 17.5% and (2) a catch-up amount (as applicable) calculated using 1.7647% in place of 1.8182%. For periods in which the waiver described in this paragraph is in effect for less than a full quarter or calendar year, as applicable, the applicable incentive fee shall be calculated at a weighted rate during the applicable days in such period during the Waiver Period.
For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, income based incentive fees were $37,432, $42,012 and $26,635, net of waiver respectively. As of December 31, 2024 and December 31, 2023, $8,956 and $11,766, respectively, were payable to the Investment Adviser relating to income based incentive fees.

ii.Incentive Fee Based on Capital Gains

The second part of the incentive fee is determined on realized capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 17.5% of realized capital gains, if any, on a cumulative basis from the date of the Company's election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”). For the purpose of computing the incentive fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps as if the Company owned the reference assets directly. Therefore, realized gains and realized losses on the disposition of any reference assets, as well as unrealized depreciation on reference assets retained in the derivative financial instrument or swap, will be included on a cumulative basis in the calculation of the capital gains incentive fee

For the calendar years ended December 31, 2024 and December 31, 2025, the Adviser has irrevocably waived any capital gains incentive fee in excess of amounts calculated as described above using 15.0% instead of 17.5% in the calculation of any such capital gains incentive fee solely with respect to the Waiver Period, such that the capital gains incentive fee shall be calculated at a weighted rate calculated based on this waiver being applicable only during the applicable days in such calendar year during the Waiver Period, based, in each case, on the number of days in the applicable year.

Under U.S. GAAP, the Company is required to accrue an incentive fee on capital gains, including unrealized capital appreciation even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement. If such amount is positive at the end of a period, then the Company records an incentive fee on capital gain incentive fee equal to 17.5% (or 15% during the Waiver Period) of such amount, less the aggregate amount of any previously paid capital gain incentive fees. If such amount is negative, no accrual is recorded for such period.
For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, the Investment Adviser accrued $0, $0 and $(2,441) capital gains incentive fees. The Investment Advisory Agreement does not permit unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.
As of December 31, 2024 and December 31, 2023, $0 and $0, respectively, were payable to the Investment Adviser relating to capital gains incentive fees payable.
Administration Agreement
MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company pursuant to an administration agreement (the “Administration Agreement”). The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements from the Company for its costs and expenses and the Company’s allocable portion of overhead costs incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to its Chief Financial Officer and Chief Compliance Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears. The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors.
For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company incurred $216, $178 and $72, respectively, in expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations.
Amounts unpaid and included in payable to affiliates on the Consolidated Statements of Assets and Liabilities as of December 31, 2024 and December 31, 2023 were $29 and $178, respectively.
Expense Support and Waiver Agreement
On December 31, 2019, the Company entered into an expense support and waiver agreement (the “Expense Support and Waiver Agreement”) with the Investment Adviser. Under the terms of the Expense Support and Waiver Agreement, the Investment Adviser agreed to waive any reimbursement by the Company of offering and organizational expenses incurred by the Investment Adviser on behalf of the Company in excess of $1,000 or 0.10% of the aggregate capital commitments of the Company, whichever is greater. If actual organization and offering costs incurred exceeded the greater of $1,000 or 0.10% of the Company’s total capital commitments, the Investment Adviser or its affiliate would bear the excess costs.
For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, the Investment Adviser recaptured $0, $0 and $44, respectively, of previously waived amounts from the Company.
Sub-Administration Agreement
The Company has entered into sub-administration agreement with State Street Bank and Trust Company (the “Sub-Administrator”) under which the Sub-Administrator provides various accounting and administrative services to the Company. The Sub-Administrator also serves as the Company’s custodian, transfer agent, distribution paying agent and registrar.
Placement Agent Agreement
On August 30, 2019, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc. (the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates assisted in the placement of Common Stock in the Company’s private offerings. The Company was not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement. Payments were made by the Investment Adviser to the Placement Agent. To the extent the Paying Agent received any payments it would remit the payment to the Placement Agent. The Placement Agent Agreement terminated on January 24, 2024.
MS Credit Partners Holdings, Inc. Investment
MS Credit Partners Holdings, Inc., or MS Credit Partners Holdings, a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, made an aggregate capital commitment of $200,000 to the Company pursuant to a subscription agreement entered into in December 2019, which had been fully funded as of October 4, 2023. As of December 31, 2024 and December 31, 2023, MS Credit Partners Holdings held approximately 11.0% and 11.7% of the Company’s outstanding shares of Common Stock, respectively. Morgan Stanley has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.
Morgan Stanley & Co. Related Transactions
Morgan Stanley & Co. LLC, an indirect, wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, served as an initial purchaser in connection with the private placement of the Company’s 2027 Notes (as defined below in Note 6. “Debt”) and received fees of $213 at closing on February 11, 2022, under the purchase agreement entered into by the Company in connection with such private placement.
Morgan Stanley & Co. LLC served as a co-agent in connection with the private placement of the Company’s 2025 Notes (as defined below in Note 6. “Debt”) and received fees of $138 at closing on September 13, 2022.
Morgan Stanley & Co. LLC served as a co-agent in connection with the private placement of the Company’s 2029 Notes (as defined below in Note 6. “Debt”) and received fees of $210 at closing on May 27, 2024.
Morgan Stanley & Co. LLC served as an underwriter in the IPO and received $1,241 of underwriting fees at closing on January 26, 2024.
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INVESTMENTS
12 Months Ended
Dec. 31, 2024
Schedule of Investments [Abstract]  
INVESTMENTS INVESTMENTS
The composition of the Company’s investment portfolio at cost and fair value was as follows:
December 31, 2024
December 31, 2023(1)
CostFair Value% of Total Investments at Fair ValueCostFair Value% of Total Investments at Fair Value
First Lien Debt$3,669,886 $3,654,538 96.5 %$3,027,413 $3,004,544 94.1 %
Second Lien Debt78,803 69,367 1.8 146,014 132,415 4.1 
Other Debt Investments9,755 9,198 0.2 3,410 2,064 0.1 
Equity54,683 58,391 1.5 49,939 54,538 1.7 
Total$3,813,127 $3,791,494 100.0 %$3,226,776 $3,193,561 100.0 %
(1) The Company reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2023.
The industry composition of investments at fair value was as follows:
December 31, 2024December 31, 2023
Aerospace & Defense2.2 %2.2 %
Air Freight & Logistics0.3 1.1 
Automobile Components3.0 3.5 
Automobiles3.6 4.7 
Biotechnology0.7 0.5 
Building Products0.4 — 
Chemicals0.5 0.6 
Commercial Services & Supplies9.1 9.6 
Construction & Engineering2.0 1.5 
Consumer Staples Distribution & Retail0.7 — 
Containers & Packaging1.2 1.4 
Distributors2.3 2.9 
Diversified Consumer Services4.7 2.5 
Electrical Equipment0.1 — 
Electronic Equipment, Instruments & Components2.1 2.1 
Energy Equipment & Services— 0.5 
Financial Services2.5 1.9 
Food Products2.0 2.3 
Ground Transportation0.6 — 
Health Care Equipment & Supplies0.6 0.7 
Health Care Providers & Services5.0 4.6 
Health Care Technology1.6 1.9 
Industrial Conglomerates1.2 1.3 
Insurance Services12.0 14.9 
Interactive Media & Services2.6 3.2 
IT Services8.9 8.7 
Leisure Products— 0.7 
Life Sciences Tools & Services0.3 — 
Machinery0.9 2.1 
Multi-Utilities0.6 0.7 
Pharmaceuticals0.3 0.4 
Professional Services5.4 3.8 
Real Estate Management & Development3.6 5.3 
Software18.9 14.2 
Wireless Telecommunication Services0.1 0.2 
Total100.0 %100.0 %
The geographic composition of investments at cost and fair value was as follows:
December 31, 2024December 31, 2023
CostFair Value% of Total
Investments at
Fair Value
CostFair Value% of Total
Investments at
Fair Value
Australia$8,798 $8,970 0.2 %$16,985 $17,048 0.5 %
Canada153,734 154,953 4.1 98,674 98,387 3.1 
United Kingdom12,411 12,196 0.3 12,398 12,629 0.4 
United States3,638,184 3,615,375 95.4 3,098,719 3,065,497 96.0 
Total$3,813,127 $3,791,494 100.0 %$3,226,776 $3,193,561 100.0 %
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FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
The three-level hierarchy for fair value measurements is defined as follows:
Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. The Company will not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level 2—inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3—inputs to the valuation methodology are unobservable and significant to the overall fair value measurement, and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, first and second lien debt, non-investment grade residual interests in securitizations and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
Pursuant to the framework set forth above, the Company values securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of the investments from pricing services, brokers or dealers’ quotes, or counterparty marks in order to value liquid assets that are not traded in active markets. Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained.
Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Valuation Designee or the Board of Directors, does not represent fair value, each is valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. Non-controlled debt investments are generally fair valued using discounted cash flow technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. Discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. Non-controlled equity investments are generally fair valued using a market approach and/or an income approach. The market approach typically utilizes market value multiples of comparable publicly traded companies. The income approach typically utilizes a discounted cash flow analysis of the portfolio company. The Valuation Designee, under the supervision of the Board of Directors undertakes a multi-step valuation process each quarter, as described below:
1)each portfolio company or investment is initially valued by using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs;
2)preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of the Investment Adviser’s senior management;
3)the Board of Directors or Valuation Designee engages independent third-party valuation firms to provide positive assurance on a portion of the Company’s illiquid investments each quarter (such that each illiquid investment is reviewed by an independent valuation firm at least once on a rolling twelve-month basis) including review of management’s preliminary valuation and conclusion of fair value;
4)the Audit Committee reviews the assessments of the Valuation Designee and the independent third-party valuation firms and provides the Board of Directors with recommendations with respect to the fair value of each investment in the Company’s portfolio; and
5)the Board of Directors discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company’s portfolio in good faith based on the input of the Valuation Designee and, where applicable, the third-party valuation firms.
The fair value is generally determined based on the assessment of the following factors, as relevant:
•     the nature and realizable value of any collateral;
•     call features, put features and other relevant terms of debt;
•     the portfolio company’s leverage and ability to make payments;
•     the portfolio company’s public or private letter credit ratings;
•     the portfolio company’s actual and expected earnings and discounted cash flow;
•     prevailing interest rates for like securities and expected volatility in future interest rates;
•     the markets in which the issuer does business and recent economic and/or market events; and
•     comparisons to publicly traded securities.
Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information.
The Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of the Company’s portfolio investments.
The following tables present the fair value hierarchy of investments:
December 31, 2024
December 31, 2023(2)
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
First Lien Debt$— $51,329 $3,603,209 $3,654,538 $— $24,674 $2,979,870 $3,004,544 
Second Lien Debt— 36,016 33,351 69,367 — 35,567 96,848 132,415 
Other Debt Investments— — 9,198 9,198 — — 2,064 2,064 
Equity— — 41,198 41,198 — — 38,572 38,572 
Subtotal$— $87,345 $3,686,956 $3,774,301 $— $60,241 $3,117,354 $3,177,595 
Investment measured at net asset value(1)
17,193 15,966 
Total Investments$3,791,494 $3,193,561 
Cash equivalents$8,976 $— $— $8,976 $— $— $— $— 
(1) The Company, as a practical expedient, estimates the fair value of its investment in Help HP SCF Investor, LP using the net asset value of the Company’s members’ interest in the entity. As such, the fair value has not been classified within the fair value hierarchy.
(2) The Company reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2023.
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the year ended December 31, 2024:
First Lien DebtSecond Lien DebtOther Debt InvestmentsEquityTotal Investments
Fair value, beginning of period$2,979,870 $96,848 $2,064 $38,572 $3,117,354 
Purchases of investments(1)
1,220,903 836 5,770 3,888 1,231,397 
Proceeds from principal repayments and sales of investments(2)
(594,707)(59,230)— (1,481)(655,418)
Accretion of discount/amortization of premium13,762 837 16 — 14,615 
Payment-in-kind9,091 842 560 2,580 13,073 
Net change in unrealized appreciation (depreciation)7,497 3,723 788 (2,117)9,891 
Net realized gains (losses)(5,731)(10,505)— (244)(16,480)
Transfers into/(out) of Level 3(3)
(27,476)— — — (27,476)
Fair value, end of period$3,603,209 $33,351 $9,198 $41,198 $3,686,956 
Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2024$4,259 $(1,256)$788 $(1,682)$2,109 
(1)     Purchases may include investments received in corporate action and restructurings.
(2)     Sales may include investments received in corporate action and restructurings.
(3)     Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the year ended December 31, 2023:
First Lien DebtSecond Lien DebtOther SecuritiesTotal Investments
Fair value, beginning of period$2,668,749 $122,891 $36,395 $2,828,035 
Purchases of investments618,914 86 1,812 620,812 
Proceeds from principal repayments and sales of investments(359,835)— — (359,835)
Accretion of discount/amortization of premium10,908 269 10 11,187 
Payment-in-kind3,417 532 2,120 6,069 
Net change in unrealized appreciation (depreciation)37,599 (6)299 37,892 
Net realized gains (losses)118 — — 118 
Transfers into/(out) of Level 3(1)
— (26,924)— (26,924)
Fair value, end of period$2,979,870 $96,848 $40,636 $3,117,354 
Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2023$37,547 $(6)$299 $37,840 
(1)     Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The tables are not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.
December 31, 2024
Range(1)
Asset CategoryFair
Value
Valuation Technique (2)
Significant Unobservable
Input
LowHigh
Weighted
Average(3)
Investments in first lien debt$3,597,236 Yield AnalysisDiscount Rate8.05 %34.06 %10.31 %
5,973 Market ApproachEBITDA Multiple6.50x
Investments in second lien debt33,351 Yield AnalysisDiscount Rate10.18 %16.41 %15.09 %
Other debt8,313 Yield AnalysisDiscount Rate9.42 %14.90 %10.74 %
885 Market ApproachEBITDA Multiple9.00x
  Preferred equity22,694 Income ApproachDiscount Rate12.15 %17.50 %13.71 %
923 Market ApproachEBITDA Multiple8.50x
  Common equity14,442 Market ApproachEBITDA Multiple3.90x18.70x13.47x
3,139 Market ApproachRevenue Multiple7.60x12.70x8.80x
Total Investments$3,686,956 
(1) For an asset category that contains a single investment, the range is not included.
(2) During the year ended December 31, 2024, one unsecured debt position with a fair value of $2.01 million transitioned from an income approach to a yield analysis valuation technique.
(3) Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

December 31, 2023
Range
Asset CategoryFair
Value
Valuation TechniqueSignificant Unobservable
Input
LowHigh
Weighted
Average(1)
Investments in first lien debt$2,979,870 Yield AnalysisDiscount Rate8.61 %25.09 %11.00 %
Investments in second lien debt96,848 Yield AnalysisDiscount Rate10.80 %31.13 %14.37 %
Other debt1,894 Income ApproachDiscount Rate14.60 %14.60 %14.60 %
170 Market ApproachEBITDA Multiple9.00x9.00x9.00x
Preferred equity18,758 Income ApproachDiscount Rate12.19 %15.68 %13.47 %
1,275 Market ApproachRevenue Multiple7.50x7.50x7.50x
Common equity16,600 Market ApproachEBITDA Multiple8.10x18.70x13.26x
1,939 Market ApproachRevenue Multiple7.60x9.80x8.47x
Total Investments$3,117,354 
(1) Weighted average is calculated by weighting the significant unobservable input by the relative fair value of the investment.

The significant unobservable input used in yield analysis is discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The significant unobservable inputs used in the income approach are the comparative yield or discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value.

Financial instruments disclosed but not carried at fair value
The Company’s debt is presented at carrying value on the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s 2027 Notes (as defined below in Note 6. “Debt”) are based on third party pricing received by the Company. The fair value of the Company’s credit facilities, 2025 Notes and 2029 Notes are estimated in accordance with the Company's valuation policy. The carrying value, fair value and level of the Company’s debt were as follows:
December 31, 2024December 31, 2023
Level Carrying ValueFair ValueCarrying ValueFair Value
CIBC Subscription Facility(1)
3$— $— $— $— 
BNP Funding Facility3316,000 316,000 282,000 282,000 
Truist Credit Facility3617,401 617,401 520,263 520,263 
2027 Notes(2)
2422,174 418,370 420,834 407,617 
2025 Notes(2)
3274,144 275,000 272,935 275,000 
2029 Notes(2)
3343,760 350,455 — — 
Total$1,973,479 $1,977,226 $1,496,032 $1,484,880 
(1)The CIBC Subscription Facility matured and was fully paid off as of December 31, 2022.
(2)As of December 31, 2024, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $2,374, $856 and $3,297 and unamortized original issuance discount of $452, $0 and $3,398, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $3,499, $2,065 $0, and unamortized original issuance discount of $667, $0 and $0, respectively.
The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy.
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DEBT
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
DEBT DEBT
The Company’s debt obligations were as follows.
December 31, 2024December 31, 2023
Aggregate Principal CommittedOutstanding PrincipalUnused PortionAggregate Principal CommittedOutstanding PrincipalUnused Portion
CIBC Subscription Facility(1)
$— $— $— $— $— $— 
BNP Funding Facility600,000 316,000 284,000 600,000 282,000 318,000 
Truist Credit Facility(2)
1,300,000 617,401 680,770 1,120,000 520,263 599,484 
2027 Notes(3)
425,000 425,000 — 425,000 425,000 — 
2025 Notes(3)
275,000 275,000 — 275,000 275,000 — 
2029 Notes(3)
350,000 350,000 — — — — 
Total$2,950,000 $1,983,401 $964,770 $2,420,000 $1,502,263 $917,484 
(1)The CIBC Subscription Facility matured and was fully paid off as of December 31, 2022.
(2)As of December 31, 2024 and December 31, 2023, a letter of credit of $1,828 and $253, respectively, was outstanding, which reduced the unused availability under the Truist Credit Facility by the same amount. Under the Truist Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2024 and December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 3,298 and 238, respectively, Canadian dollars (CAD) of 300 and 0, respectively and Pound Sterling (GBP) of 1,020 and 0, respectively.
(3)As of December 31, 2024, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $2,374, $856 and $3,297 and unamortized original issuance discount of $452, $0 and $3,398, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $3,499, $2,065 $0, and unamortized original issuance discount of $667, $0 and $0, respectively.
The Company's summary information of its debt obligations were as follows:
For the Year Ended
December 31, 2024December 31, 2023December 31, 2022
Combined weighted average interest rate (1)
6.46 %6.51 %4.05 %
Combined weighted average effective interest rate (2)
6.90 %6.85 %4.41 %
Combined weighted average debt outstanding$1,681,358 $1,576,285$1,432,492 
(1) Excludes unused commitment fees, amortization of financing costs, accretion of original issue discount and net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items.
(2) Excludes unused commitment fees and net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items.
As of December 31, 2024 and December 31, 2023, the Company was in compliance with all covenants and other requirements of each of the credit facilities, and each of the respective unsecured notes.
CIBC Subscription Facility
On December 31, 2019, the Company entered into a revolving credit agreement (as amended, restated or otherwise modified from time to time, the "CIBC Subscription Facility") with CIBC Bank USA as administrative agent and arranger. The CIBC Subscription Facility allowed the Company to borrow up to the maximum revolving commitment at any one time outstanding, subject to certain
restrictions, including availability under the borrowing base, which is based on unused Capital Commitments. The CIBC Subscription Facility bore interest at a rate at the Company’s election of either (i) the per annum one or three-month LIBOR, divided by a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities, plus 1.65% or (ii) the prime rate plus 0.65%, as calculated under the CIBC Subscription Facility. The CIBC Subscription Facility was secured by the unfunded commitments of certain stockholders of the Company. The CIBC Subscription Facility matured and was fully paid off as of December 31, 2022.

The summary information of the CIBC Subscription Facility is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$— $— $8,312 
Facility unused commitment fees— — 26 
Amortization of deferred financing costs— — 1,347 
Total$— $— $9,685 
Weighted average interest rate— %— %3.13 %
Weighted average outstanding balance$— $— $262,184 
BNP Funding Facility
On October 14, 2020, DLF LLC entered into a Revolving Credit and Security Agreement (as amended, restated or otherwise modified from time to time, the “Credit and Security Agreement”) with DLF LLC, as the borrower, BNP Paribas (“BNP”), as the administrative agent and lender, the Company, as the equity holder and as the servicer, and U.S. Bank National Association, as collateral agent to (as amended, the “BNP Funding Facility”). As of December 31, 2024, the borrowing capacity under the BNP Funding Facility was $600,000. The applicable margin on borrowings during the reinvestment period is 2.25% and, after the reinvestment period, 2.75%. The obligations of DLF LLC under the BNP Funding Facility are secured by the assets held by DLF LLC. The BNP Funding Facility reinvestment period ends on August 21, 2027 and the facility has a final maturity date of August 21, 2029.
The summary information of the BNP Funding Facility is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$20,662 $27,086 $15,376 
Facility unused commitment fees2,068 771 507 
Amortization of deferred financing costs1,650 1,257 1,145 
Total$24,380 $29,114 $17,028 
Weighted average interest rate7.77 %7.51 %3.90 %
Weighted average outstanding balance$261,541 $355,507 $389,216 
Truist Credit Facility
On July 16, 2021, the Company entered into a Senior Secured Revolving Credit Agreement with Truist Bank (as amended, restated or otherwise modified from time to time, the “Truist Credit Facility). The maximum principal amount of the Truist Credit Facility is $1,300,000, subject to availability under the borrowing base. The Truist Credit Facility includes an uncommitted accordion feature that, as of December 31, 2024, allows the Company, under certain circumstances, to increase the borrowing capacity to up to $1,950,000. As of December 31, 2024, the availability period of the Truist Credit Facility will terminate on April 19, 2028. The Truist Credit Facility is guaranteed by certain domestic subsidiaries of the Company (the “Guarantors”). The Company’s obligations to the lenders under the Truist Credit Facility are secured by a first priority security interest in substantially all of the assets of the Company and each Guarantor, subject to certain exceptions.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the Truist Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the highest of (a) the prime rate as publicly announced by Truist Bank, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (c) Term SOFR (as defined in the Truist Credit Facility agreement) on such day plus 1% per annum) plus either (A) 0.75% or (B) 0.875%, based on certain borrowing base conditions and (y) for loans for which the Company elects the term benchmark option, Term SOFR, for borrowings denominated in U.S. dollars, or the applicable term benchmark rate for borrowings denominated in certain foreign currencies, in each case for the related interest period for such borrowing plus 1.875% per annum or such other applicable margin as is applicable to such foreign currency borrowings. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. The Company pays letter of credit participation fees and a fronting fee on the average daily amount of
any letter of credit issued and outstanding under the Truist Credit Facility, as applicable. As of December 31, 2024, the Truist Credit Facility has a maturity date of April 19, 2029.
The summary information of the Truist Credit Facility is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$36,415 $37,055 $11,959 
Facility unused commitment fees2,912 2,287 2,487 
Amortization of deferred financing costs2,077 1,992 1,243 
Total$41,404 $41,334 $15,689 
Weighted average interest rate7.15 %7.02 %3.68 %
Weighted average outstanding balance$500,828 $520,778 $320,955 
Unsecured Notes
2027 Notes
On February 11, 2022, the Company issued $425,000 in aggregate principal amount of 4.50% notes due 2027 (the restricted securities initially issued on February 11, 2022 together with the unrestricted securities issued pursuant to the exchange offer described below, the “2027 Notes”) pursuant to the First Supplemental Indenture dated February 11, 2022 (the “First Supplemental Indenture”), which supplements a base indenture, dated as of February 11, 2022 (as may be further amended, supplemented or otherwise modified from time to time, the “Base Indenture” and together with the First Supplemental Indenture, the “February 2027 Notes Indenture”).
The 2027 Notes will mature on February 11, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the February 2027 Notes Indenture. Interest on the 2027 Notes is due semiannually in February and August of each year. The 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
Pursuant to a Registration Statement on Form N-14 (File No. 333-264774), filed on July 20, 2022, the Company closed an exchange offer in which holders of the 2027 Notes that were restricted because they were issued in a private placement were offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. Through this exchange offer, holders representing 85.87% of the outstanding principal of the then restricted 2027 Notes obtained registered unrestricted 2027 Notes.
The summary information of 2027 Notes is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$19,125 $19,125 $17,000 
Accretion of original issuance discount215 214 190 
Amortization of debt issuance costs1,133 1,122 996 
Total$20,473 $20,461 $18,186 
Stated interest rate4.50 %4.50 %4.50 %
2025 Notes
On September 13, 2022, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $275,000 in aggregate principal amount of Series A Senior Notes due September 13, 2025 (the “2025 Notes”) to certain qualified institutional investors in a private placement. The 2025 Notes were delivered and paid for on September 13, 2022, subject to certain customary closing conditions. The 2025 Notes have a fixed interest rate of 7.55% per year. The 2025 Notes will mature on September 13, 2025 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the Note Purchase Agreement. Interest on the 2025 Notes is due semiannually in February and August of each year. Subject to the terms of the Note Purchase Agreement, the Company may redeem the 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before June 13, 2025, a make-whole premium. The Company’s obligations under the Note Purchase Agreement are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The summary information of 2025 Notes is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$20,762 $20,762 $6,229 
Amortization of debt issuance costs1,216 1,212 365 
Total$21,978 $21,974 $6,594 
Stated interest rate7.55 %7.55 %7.55 %
2029 Notes

On May 17, 2024, the Company issued $350,000 in aggregate principal amount of 6.150% notes due 2029 (the “2029 Notes”), pursuant to the Second Supplemental Indenture dated May 17, 2024 (the “Second Supplemental Indenture”), which supplements the Base Indenture (together with the Second Supplemental Indenture, the “March 2029 Notes Indenture”).
The 2029 Notes will mature on May 17, 2029 and may be redeemed in whole or in part at the Company’s option at any time prior to April 17, 2029 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the March 2029 Notes Indenture and at par value on April 17, 2029 or thereafter. Interest on the 2029 Notes is due semiannually in May and November of each year. The 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the 2029 Notes Offering, the Company entered into interest rate swaps. Under the interest rate swap agreement related to the 2029 Notes, the Company receives a fixed interest rate of 6.413% per annum and pays a floating interest rate of SOFR + 2.37% per annum on $350,000 of the 2029 Notes. For the year ended December 31, 2024, the Company paid no periodic payments. The interest expense related to the 2029 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of December 31, 2024, the interest rate swaps had a fair value of $445. Based on the fair value measurement hierarchy, the swaps are classified as level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps are either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swaps is offset by the change in fair value of the 2029 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of 2029 Notes is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$13,393 $— $— 
Accretion of original issuance discount488 — — 
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items10 — — 
Amortization of debt issuance costs802 — — 
Total$14,693 $— $— 
Stated interest rate6.15 %— %— %
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COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.
The Company’s investment portfolio contains debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of December 31, 2024 and December 31, 2023, the Company had $564,839 and $294,950 of unfunded commitments to fund delayed draw and revolving senior secured loans, respectively.
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NET ASSETS
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
NET ASSETS NET ASSETS
Equity
The following table shows the components of total distributable earnings (loss) as shown on the Consolidated Statements of Assets and Liabilities:
As of
December 31, 2024December 31, 2023December 31, 2022
Total distributable earnings (loss), beginning of period$8,459 $(54,779)$15,782 
Net investment income (loss) after taxes220,235 198,061 128,010 
Net realized gain (loss)(16,467)118 537 
Net unrealized appreciation (depreciation)11,796 32,835 (80,005)
Dividends declared(195,729)(169,291)(119,437)
Tax reclassification of stockholders’ equity1,330 1,515 334 
Total distributable earnings (loss), end of period$29,624 $8,459 $(54,779)
On January 26, 2024, the Company closed its IPO, issuing 5,000,000 shares of its Common Stock at a public offering price of $20.67 per share. Net of underwriting fees, the Company received net cash proceeds, before offering expenses, of approximately $97.1 million. The Company’s Common Stock began trading on the NYSE under the symbol “MSDL” on January 24, 2024.
In connection with the IPO, the Company redeemed any fractional shares of Common Stock outstanding for cash in an amount equal to the pro rata portion of $20.67 per share of Common Stock, which was the initial public offering price in the IPO.
The following table summarizes the total shares issued and proceeds received from the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2023:
Share Issuance DateShares IssuedAmount
October 04, 202310,680,808 $220,238 
Total10,680,808 $220,238 
Following the above capital call, the Company did not have any remaining undrawn capital commitments.
Distributions
Prior to January 26, 2024, the Company had an “opt in” dividend reinvestment plan, or the Prior DRIP. As a result, the Company’s stockholders who elected to “opt in” to the Prior DRIP had their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. The Company adopted an “opt out” DRIP on January 26, 2024 as amended and restated effective December 7, 2024, the DRIP. As a result, the Company’s stockholders who have not “opted out” of the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. The shares of Common Stock distributed in the Company’s DRIP are either through (i) newly issued shares of Common Stock or (ii) acquired by the plan administrator through the purchase of outstanding shares of Common Stock on the open market. If, on the payment date for any distribution, the most recently computed net asset value per share as of the DRIP is equal to or less than the closing market price plus estimated per share fees, the plan administrator will invest the distribution amount in newly issued shares of Common Stock. Otherwise, the plan administrator will invest the dividend amount in shares acquired by purchasing shares of
Common Stock on the open market. The following table summarizes the distributions declared on shares of the Company’s Common Stock and shares distributed pursuant to the DRIP to stockholders who had not opted out of the DRIP.
The following table summarizes the Company’s distributions declared as well as the DRIP shares issued for the year ended December 31, 2024, and December 31, 2023:

Date DeclaredRecord DatePayment DatePer Share Amount
Shares(1)
For the year ended December 31, 2024
February 29, 2024March 29, 2024April 25, 2024$0.50 512,519 
May 08, 2024June 28, 2024July 25, 20240.50 553,637 
(2)
January 11, 2024August 05, 2024October 25, 20240.10 111,159 
(2)(3)
August 06, 2024September 30, 2024October 25, 20240.50 546,673 
(2)
January 11, 2024November 04, 2024January 24, 20250.10 101,485 
(2)(3)
November 04, 2024December 31, 2024January 24, 20250.50 473,635 
(2)
$2.20 2,299,108 
For the year ended December 31, 2023
March 28, 2023March 28, 2023April 25, 2023$0.50 482,721 
June 27, 2023June 27, 2023July 25, 20230.57 554,001 
(4)
September 26, 2023September 26, 2023October 25, 20230.60 579,388 
(5)
December 28, 2023December 28, 2023January 25, 20240.60 615,660 
(5)
$2.27 2,231,770 
(1) In connection with the distributions with payment dates on January 25, 2024 and January 25, 2023, 615,660 and 445,235 DRIP shares were issued, respectively.
(2) In accordance with the Company’s DRIP, shares were purchased in the open market.
(3) Represents a special distribution declared by the Board on January 11, 2024.
(4) Includes a supplemental distribution of $0.07.
(5) Includes a supplemental distribution of $0.10.
Share Repurchase Plan
On January 25, 2024, the Company entered into a share repurchase plan, or the Company 10b5-1 Plan, to acquire up to $100 million in the aggregate of the Company’s Common Stock at prices below the Company’s net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Company 10b5-1 Plan was approved by the Board of Directors on September 11, 2023. The Company 10b5-1 Plan requires Wells Fargo Securities, LLC, as the Company’s agent, to repurchase Common Stock on its behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value per share, including any distributions declared). Under the Company 10b5-1 Plan, the volume of purchases would be expected to increase as the price of the Company’s Common Stock declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of the Company’s Common Stock and trading volumes, and no assurance can be given that Common Stock will be repurchased in any particular amount or at all. The repurchase of shares pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit repurchases under certain circumstances. The Company 10b5-1 Plan commenced beginning 60 calendar days following the end of the “restricted period” under Regulation M and will terminate upon the earliest to occur of (i) 12-months from the commencement date of the Company 10b5-1 Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.
The “restricted period” under Regulation M ended upon the closing of the Company's IPO and, therefore, the Common Stock repurchases/purchases described above began on March 26, 2024.
The following table summarizes the shares repurchased under the Company 10b5-1 Plan during the year ended December 31, 2024:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
July 1, 2024 - July 31, 202439,344 $19.99 39,344 $99.2 
August 1, 2024 - August 31, 2024217,796 20.10 217,796 94.8 
September 1, 2024 - September 30, 2024172,513 20.04 172,513 91.4 
October 1, 2024 - October 31, 2024187,607 19.99 187,607 87.6 
November 1, 2024 - November 30, 2024307,336 20.34 307,336 81.9 
December 1, 2024 - December 31, 2024— — — 81.9 
Total Repurchases924,596 924,596 
No shares were repurchased under the Company's 10b5-1 plan during the six months ended June 30, 2024.
No shares were repurchased under the Company's 10b5-1 Plan during the year ended December 31, 2023.
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EARNINGS (LOSS) PER SHARE
12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
EARNINGS (LOSS) PER SHARE EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Numerator—net increase/(decrease) in net assets resulting from operations$215,564 $231,014 $48,542 
Denominator—weighted average shares outstanding88,649,149 74,239,743 61,676,363 
Basic and diluted earnings (loss) per share$2.43 $3.11 $0.79 
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INCOME TAXES
12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
For income tax purposes, distributions made to the Company’s stockholders are reported as ordinary income, capital gains, or a combination thereof. The tax character of distributions made were as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Distributions paid from:
Ordinary income (including net short-term capital gains)$195,611 $168,975 $119,433 
Net long-term capital gains118 316 
Total taxable distributions$195,729 $169,291 $119,437 
Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, and incentive fee accrual associated with any unrealized gains, as unrealized gains or losses are generally not included in taxable income until they are realized.
For the year ended December 31, 2024, the Company estimated U.S. federal taxable income exceeded its distributions made from such taxable income during the year; consequently, the Company has elected to carry forward the excess for distribution to stockholders in 2024. The amount carried forward to 2025 is estimated to be approximately $68,618, of which $68,618 is expected to be ordinary income and $0 is expected to be capital gains, although these amounts will not be finalized until the 2024 tax returns are filed in 2025.
The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book-to-tax treatment of net operating losses, dividend re-designations and timing of the deductibility of certain business expenses, as applicable. To the extent these differences are permanent, they are charged or credited to additional paid-in capital, undistributed net investment income or undistributed net realized gains on investments, as appropriate.
The book-to-tax differences relating to distributions made to the Company’s stockholders resulted in reclassifications among certain capital accounts as follows:
As of
December 31, 2024December 31, 2023December 31, 2022
Paid-in capital in excess of par value$(1,330)$(1,515)$(334)
Total distributable earnings (loss)1,330 1,515 334 
The cost and unrealized gain (loss) on the Company’s consolidated financial instruments, as calculated on a tax basis, were as follows (amounts calculated using book-to-tax differences as of the most recent fiscal year ended December 31, 2024, December 31, 2023 and December 31, 2022):
As of
December 31, 2024December 31, 2023December 31, 2022
Gross unrealized appreciation$38,155 $19,066 $6,529 
Gross unrealized depreciation(59,527)(52,242)(72,587)
Net unrealized appreciation (depreciation)$(21,372)$(33,176)$(66,058)
Tax cost of investments at year end$3,813,066 $3,226,720 $2,939,635 
At December 31, 2024 the Company had available for federal income tax purposes unused capital losses of approximately $17,387, of which $11,768 are short-term and $5,619 are long-term, that do not have an expiration date.

To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Company for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
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CONSOLIDATED FINANCIAL HIGHLIGHTS
12 Months Ended
Dec. 31, 2024
Investment Company [Abstract]  
CONSOLIDATED FINANCIAL HIGHLIGHTS CONSOLIDATED FINANCIAL HIGHLIGHTS
The following are the financial highlights (dollar amounts in thousands, except per share amounts):
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022December 31, 2021December 31, 2020
Per Share Data:(1)
Net asset value, beginning of period$20.67 $19.81 $20.91 $20.08 $20.00 
Net investment income (loss)
2.48 2.67 2.08 2.34 1.41 
Net unrealized and realized gain (loss)(2)
(0.07)0.46 (1.26)0.52 (0.28)
Net increase (decrease) in net assets resulting from operations2.41 3.13 0.82 2.86 1.13 
Dividends declared(2.20)(2.27)(1.92)(2.07)(1.30)
Repurchase of common Stock0.01 — — — — 
Issuance of common stock, net of underwriting and offering costs(0.08)— — 0.04 0.25 
Total increase (decrease) in net assets0.14 0.86 (1.10)0.83 0.08 
Net asset value, end of period$20.81 $20.67 $19.81 $20.91 $20.08 
Per share market value, end of period 20.66 n/an/an/an/a
Shares outstanding, end of period88,511,089 83,278,831 70,536,678 56,838,027 15,024,425 
Weighted average shares outstanding88,649,149 74,239,743 61,676,363 31,159,302 7,559,426 
Total return based on net asset value(3)
12.00 %16.40 %3.99 %14.83 %7.07 %
Total return based on market value(4)
11.19 %n/an/an/an/a
Ratio/Supplemental Data (all amounts in thousands except ratios and shares):
Net assets, end of period(5)
$1,842,156 $1,721,151 $1,397,305 $1,188,587 $301,620 
Ratio of net expenses to average net assets(5)
10.52 %11.14 %7.99 %6.77 %7.02 %
Ratio of expenses before waivers to average net assets(5)
11.38 %12.65 %9.55 %8.26 %8.20 %
Ratio of net investment income to average net assets(5)
11.83 %13.01 %9.97 %10.55 %6.62 %
Ratio of total contributed capital to total committed capital, end of periodn/a100.00 %86.48 %88.87 %20.57 %
Asset coverage ratio(6)
193.00 %215.00 %191.00 %195.00 %190.00 %
Portfolio turnover rate18.85 %11.98 %14.87 %27.18 %31.11 %
(1)The per share data was derived by using the weighted average shares outstanding during the period, except otherwise noted.
(2)The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.
(3)Total return (not annualized) is calculated assuming a purchase of Common Stock at the opening of the first day of the period and a sale on the closing of the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s DRIP.
(4)Total return based on market value is calculated as the change in market value per share during the respective periods, taking into account distributions, if any, reinvested in accordance with the Company’s DRIP. The beginning market value per share is based on the initial public offering price of $20.67 per share and not annualized.
(5)Amounts are annualized except for incentive fees, organization and offering costs and other expenses for which expense support was provided, as applicable.
(6)Effective December 17, 2019, in accordance with Section 61(a)(2) of the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to December 17, 2019, in accordance with the 1940 Act, with certain limited exceptions, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing.
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SEGMENT REPORTING
12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
SEGMENT REPORTING SEGMENT REPORTING
The Company operates through a single operating and reporting segment with an investment objective to generate current income and, to a lesser extent, capital appreciation, primarily from directly originated senior secured term loans. The Company’s chief operating decision maker (the “CODM”) includes the Chief Executive Officer, President, Chief Financial Officer, and Chief Operating Officer. The CODM uses the net increase (decrease) in net assets resulting from operations to assess the performance and makes operating decisions of the Company. The evaluation of this metric is used in determining the Company’s distribution policy, portfolio construction and deployment, and strategic initiatives. Segment assets are reflected on the accompanying consolidated statements of assets and liabilities as “total assets” and the significant segment expenses are listed on the accompanying consolidated statements of operations.
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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.
Pursuant to a Registration Statement on Form N-14 (File No. 333-283653), which went effective on January 14, 2025, the Company closed an exchange offer in which holders of the 2029 Notes that were restricted because they were issued in a private placement were offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. Through this exchange offer, holders representing 99.32% of the outstanding principal of the then restricted 2029 Notes obtained registered, unrestricted 2029 Notes.
On February 25, 2025, the Company amended and restated that certain senior secured revolving credit agreement with Truist Bank (the “A&R Credit Agreement”). The A&R Credit Agreement amended certain terms of the Truist Credit Facility, including, but not limited to, amendments to (a) increase the facility size from $1,300,000 to $1,450,000, (b) extend the revolving period and maturity date with respect to the loans and commitments held by the lenders who consented to the maturity extension until February 23, 2029 and February 25, 2030, respectively, (c) reprice the Truist Credit Facility to S + 1.775% and (d) modify certain covenant restrictions.
From January 1, 2025 through February 26, 2025, the Company repurchased 11,401 shares at an average price of $20.31, as part of the Company 10b5-1 plan
On February 27, 2025, the Board authorized an amended and restated share repurchase plan, or the Amended and Restated Company 10b5-1 Plan. Under the Amended and Restated Company 10b5-1 Plan, the Company may acquire up to $100 million in the aggregate of Common Stock at prices below its net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The Amended and Restated Company 10b5-1 Plan will terminate upon the earliest to occur of (i) 24-months from the commencement date of the original Company 10b5-1 Plan (refer to Note 8 “Net Assets” for information on the original Company 10b5-1 plan), (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Amended and Restated Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Amended and Restated Company 10b5-1 Plan.
On February 27, 2025, the Board declared a distribution of $0.50 per share, which is payable on April 25, 2025 to shareholders of record as of March 31, 2025.
.
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Pay vs Performance Disclosure - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Net increase (decrease) in net assets resulting from operations $ 215,564 $ 231,014 $ 48,542
XML 41 R23.htm IDEA: XBRL DOCUMENT v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
XML 42 R24.htm IDEA: XBRL DOCUMENT v3.25.0.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
XML 43 R25.htm IDEA: XBRL DOCUMENT v3.25.0.1
N-2 - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Cover [Abstract]            
Entity Central Index Key 0001782524          
Amendment Flag false          
Securities Act File Number 814-01332          
Document Type 10-K          
Entity Registrant Name Morgan Stanley Direct Lending Fund          
Entity Address, Address Line One 1585 Broadway          
Entity Address, City or Town New York          
Entity Address, State or Province NY          
Entity Address, Postal Zip Code 10036          
City Area Code 212          
Local Phone Number 761-4000          
Entity Well-known Seasoned Issuer Yes          
Entity Emerging Growth Company false          
Financial Highlights [Abstract]            
Senior Securities [Table Text Block]
The following is information about the Company's senior securities as of dates indicated in the table below:
Class and Period
Total Amount Outstanding Exclusive of Treasury Securities(1)
Asset Coverage per Unit(2)
Liquidating Preference per Unit(3)
Average Market Value per Unit
($in thousands)($in thousands)
2025 Notes
December 31, 2024$275,000 1,930 — 
N/A(4)
December 31, 2023$275,000 2,146 — 
N/A(4)
December 31, 2022$275,000 1,912 — 
N/A(4)
2027 Notes
December 31, 2024$425,000 1,930 — 
N/A(4)
December 31, 2023$425,000 2,146 — 
N/A(4)
December 31, 2022$425,000 1,912 — 
N/A(4)
2029 Notes
December 31, 2024$350,000 1,930 — 
N/A(4)
Truist Credit Facility
December 31, 2024$617,401 1,930 — 
N/A(4)
December 31, 2023$520,263 2,146 — 
N/A(4)
December 31, 2022$432,254 1,912 — 
N/A(4)
December 31, 2021$476,000 1,951 — 
N/A(4)
BNP Funding Facility
December 31, 2024$316,000 1,930 — 
N/A(4)
December 31, 2023$282,000 2,146 — 
N/A(4)
December 31, 2022$400,000 1,912 — 
N/A(4)
December 31, 2021$463,500 1,951 — 
N/A(4)
December 31, 2020$— — — 
N/A(4)
CIBC Subscription Facility
December 31, 2024$— — — 
N/A(4)
December 31, 2023$— — — 
N/A(4)
December 31, 2022$— — — 
N/A(4)
December 31, 2021$310,350 1,951 — 
N/A(4)
December 31, 2020$333,850 1,903 — 
N/A(4)
December 31, 2019$— — — 
N/A(4)
(1)Total amount of each class of senior securities outstanding at the end of the period presented.
(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “ - ” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)Not applicable because the senior securities are not registered for public trading on a stock exchange.
         
Senior Securities, Note [Text Block] SENIOR SECURITIES
The following is information about the Company's senior securities as of dates indicated in the table below:
Class and Period
Total Amount Outstanding Exclusive of Treasury Securities(1)
Asset Coverage per Unit(2)
Liquidating Preference per Unit(3)
Average Market Value per Unit
($in thousands)($in thousands)
2025 Notes
December 31, 2024$275,000 1,930 — 
N/A(4)
December 31, 2023$275,000 2,146 — 
N/A(4)
December 31, 2022$275,000 1,912 — 
N/A(4)
2027 Notes
December 31, 2024$425,000 1,930 — 
N/A(4)
December 31, 2023$425,000 2,146 — 
N/A(4)
December 31, 2022$425,000 1,912 — 
N/A(4)
2029 Notes
December 31, 2024$350,000 1,930 — 
N/A(4)
Truist Credit Facility
December 31, 2024$617,401 1,930 — 
N/A(4)
December 31, 2023$520,263 2,146 — 
N/A(4)
December 31, 2022$432,254 1,912 — 
N/A(4)
December 31, 2021$476,000 1,951 — 
N/A(4)
BNP Funding Facility
December 31, 2024$316,000 1,930 — 
N/A(4)
December 31, 2023$282,000 2,146 — 
N/A(4)
December 31, 2022$400,000 1,912 — 
N/A(4)
December 31, 2021$463,500 1,951 — 
N/A(4)
December 31, 2020$— — — 
N/A(4)
CIBC Subscription Facility
December 31, 2024$— — — 
N/A(4)
December 31, 2023$— — — 
N/A(4)
December 31, 2022$— — — 
N/A(4)
December 31, 2021$310,350 1,951 — 
N/A(4)
December 31, 2020$333,850 1,903 — 
N/A(4)
December 31, 2019$— — — 
N/A(4)
(1)Total amount of each class of senior securities outstanding at the end of the period presented.
(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “ - ” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)Not applicable because the senior securities are not registered for public trading on a stock exchange.
         
General Description of Registrant [Abstract]            
Effects of Leverage [Text Block]
The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. The amount of leverage that we employ will be subject to the restrictions of the 1940 Act and the supervision of our Board of Directors. At the time of any proposed borrowing, the amount of leverage we employ will also depend on our Adviser’s assessment of market and other factors. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. For example, due to the interplay of the 1940 Act restrictions on principal and joint transactions and the U.S. risk retention rules adopted pursuant to Section 941 of Dodd-Frank, as a BDC we are limited in our ability to enter into any securitization transactions. We cannot assure you that the SEC or any other regulatory authority will modify such regulations or provide administrative guidance that would give us greater flexibility to enter into securitizations. We have in the past and may in the future issue senior debt securities to banks, insurance companies and other lenders. Lenders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. We may pledge up to 100% of our assets, may grant a security interest in all of our assets and may pledge the right to make capital calls of stockholders under the terms of any debt instruments we may enter into with lenders. Under the terms of any credit facility or debt instrument we enter into, we are likely to be required to comply with certain financial and operational covenants. Failure to comply with such covenants could result in a default under the applicable credit facility or debt instrument if we are unable to obtain a waiver from the applicable lender or holder, and such lender or holder could accelerate repayment under such indebtedness and negatively affect our business, financial condition, results of operations and cash flows. In addition, under the terms of any credit facility or other debt instrument we enter into, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause our net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our equity stake in a leveraged investment. Similarly, any decrease in our net investment income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make distributions on our Common Stock or any outstanding preferred stock. Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. Our common stockholders bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to the Adviser.
As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include our borrowings and any preferred stock that we may issue in the future, which is currently 150%. If this ratio were to decline below 150% (or such other percentage as may be prescribed by law from time to time), we could not incur additional debt and could be required to sell a portion of our investments to repay some debt when it was disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions in amounts sufficient to maintain our status as a RIC, or at all.
The following table illustrates the effect of leverage on returns from an investment in our Common Stock as of December 31, 2024, assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below (amounts in thousands).
Assumed Return on Our Portfolio (Net of Expenses)
(10)%(5)%0%5%10%
Corresponding return to common stockholder assuming actual asset coverage as of December 31, 2024 (1)
(28.2)%(17.6)%(7.0)%3.7%14.3%
(1) Assumes $3,912,018 in total assets, $1,983,401 in debt outstanding and $1,842,156 in net assets as of December 31, 2024, and an effective weighted average annual interest of 6.46% as of December 31, 2024 (excluding unused fees and financing costs).
Based on our outstanding indebtedness of $1,983,401 as of December 31, 2024 and the effective weighted average annual interest rate of 6.46% (excluding unused fees and financing costs), our investment portfolio would have been required to experience an annual return of at least 3.28% to cover annual interest payments on the outstanding debt.
         
Annual Coverage Return Rate [Percent] 6.46%          
Effects of Leverage [Table Text Block]
Assumed Return on Our Portfolio (Net of Expenses)
(10)%(5)%0%5%10%
Corresponding return to common stockholder assuming actual asset coverage as of December 31, 2024 (1)
(28.2)%(17.6)%(7.0)%3.7%14.3%
(1) Assumes $3,912,018 in total assets, $1,983,401 in debt outstanding and $1,842,156 in net assets as of December 31, 2024, and an effective weighted average annual interest of 6.46% as of December 31, 2024 (excluding unused fees and financing costs).
         
Return at Minus Ten [Percent] (28.20%)          
Return at Minus Five [Percent] (17.60%)          
Return at Zero [Percent] (7.00%)          
Return at Plus Five [Percent] 3.70%          
Return at Plus Ten [Percent] 14.30%          
Effects of Leverage, Purpose [Text Block]
The following table illustrates the effect of leverage on returns from an investment in our Common Stock as of December 31, 2024, assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below (amounts in thousands).
         
NAV Per Share $ 20.81 $ 20.67 $ 19.81 $ 20.91 $ 20.08 $ 20.00
Leverage Risk [Member]            
General Description of Registrant [Abstract]            
Risk [Text Block]
We intend to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.
The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. The amount of leverage that we employ will be subject to the restrictions of the 1940 Act and the supervision of our Board of Directors. At the time of any proposed borrowing, the amount of leverage we employ will also depend on our Adviser’s assessment of market and other factors. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. For example, due to the interplay of the 1940 Act restrictions on principal and joint transactions and the U.S. risk retention rules adopted pursuant to Section 941 of Dodd-Frank, as a BDC we are limited in our ability to enter into any securitization transactions. We cannot assure you that the SEC or any other regulatory authority will modify such regulations or provide administrative guidance that would give us greater flexibility to enter into securitizations. We have in the past and may in the future issue senior debt securities to banks, insurance companies and other lenders. Lenders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. We may pledge up to 100% of our assets, may grant a security interest in all of our assets and may pledge the right to make capital calls of stockholders under the terms of any debt instruments we may enter into with lenders. Under the terms of any credit facility or debt instrument we enter into, we are likely to be required to comply with certain financial and operational covenants. Failure to comply with such covenants could result in a default under the applicable credit facility or debt instrument if we are unable to obtain a waiver from the applicable lender or holder, and such lender or holder could accelerate repayment under such indebtedness and negatively affect our business, financial condition, results of operations and cash flows. In addition, under the terms of any credit facility or other debt instrument we enter into, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause our net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our equity stake in a leveraged investment. Similarly, any decrease in our net investment income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make distributions on our Common Stock or any outstanding preferred stock. Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. Our common stockholders bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to the Adviser.
As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include our borrowings and any preferred stock that we may issue in the future, which is currently 150%. If this ratio were to decline below 150% (or such other percentage as may be prescribed by law from time to time), we could not incur additional debt and could be required to sell a portion of our investments to repay some debt when it was disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions in amounts sufficient to maintain our status as a RIC, or at all.
The following table illustrates the effect of leverage on returns from an investment in our Common Stock as of December 31, 2024, assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below (amounts in thousands).
Assumed Return on Our Portfolio (Net of Expenses)
(10)%(5)%0%5%10%
Corresponding return to common stockholder assuming actual asset coverage as of December 31, 2024 (1)
(28.2)%(17.6)%(7.0)%3.7%14.3%
(1) Assumes $3,912,018 in total assets, $1,983,401 in debt outstanding and $1,842,156 in net assets as of December 31, 2024, and an effective weighted average annual interest of 6.46% as of December 31, 2024 (excluding unused fees and financing costs).
Based on our outstanding indebtedness of $1,983,401 as of December 31, 2024 and the effective weighted average annual interest rate of 6.46% (excluding unused fees and financing costs), our investment portfolio would have been required to experience an annual return of at least 3.28% to cover annual interest payments on the outstanding debt.
         
2025 Notes [Member]            
Financial Highlights [Abstract]            
Senior Securities Amount $ 275,000 $ 275,000 $ 275,000      
Senior Securities Coverage per Unit $ 1,930,000 $ 2,146,000 $ 1,912,000      
Preferred Stock Liquidating Preference $ 0 $ 0 $ 0      
2027 Notes [Member]            
Financial Highlights [Abstract]            
Senior Securities Amount $ 425,000 $ 425,000 $ 425,000      
Senior Securities Coverage per Unit $ 1,930,000 $ 2,146,000 $ 1,912,000      
Preferred Stock Liquidating Preference $ 0 $ 0 $ 0      
2029 Notes [Member]            
Financial Highlights [Abstract]            
Senior Securities Amount $ 350,000          
Senior Securities Coverage per Unit $ 1,930,000          
Preferred Stock Liquidating Preference $ 0          
Truist Credit Facility [Member]            
Financial Highlights [Abstract]            
Senior Securities Amount $ 617,401 $ 520,263 $ 432,254 $ 476,000    
Senior Securities Coverage per Unit $ 1,930,000 $ 2,146,000 $ 1,912,000 $ 1,951,000    
Preferred Stock Liquidating Preference $ 0 $ 0 $ 0 $ 0    
BNP Funding Facility [Member]            
Financial Highlights [Abstract]            
Senior Securities Amount $ 316,000 $ 282,000 $ 400,000 $ 463,500 $ 0  
Senior Securities Coverage per Unit $ 1,930,000 $ 2,146,000 $ 1,912,000 $ 1,951,000 $ 0  
Preferred Stock Liquidating Preference $ 0 $ 0 $ 0 $ 0 $ 0  
CIBC Subscription Facility [Member]            
Financial Highlights [Abstract]            
Senior Securities Amount $ 0 $ 0 $ 0 $ 310,350 $ 333,850 $ 0
Senior Securities Coverage per Unit $ 0 $ 0 $ 0 $ 1,951,000 $ 1,903,000 $ 0
Preferred Stock Liquidating Preference $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
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Cybersecurity Risk Management and Strategy Disclosure
12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
Risk management and strategy
The Company and the broader financial services industry face an increasingly complex and evolving threat environment.
Morgan Stanley has made and continues to make substantial investments in cybersecurity and fraud prevention technology, and employ experienced talent to lead its Cybersecurity and Information Security organizations and program under the oversight of Morgan Stanley’s Board of Directors (the “MS Board”) and the Operations and Technology Committee of the MS Board (“BOTC”).
As part of its enterprise risk management (“ERM”) framework, Morgan Stanley has implemented and maintains a program to assess, identify, and manage risks arising from the cybersecurity threats confronting the Firm (“Cybersecurity Program”). Morgan Stanley’s Cybersecurity Program helps protect the Firm’s clients, customers, employees, property, products, services, and reputation by seeking to preserve the confidentiality, integrity, and availability of information, enable the secure delivery of financial services, and protect the business and the safe operation of our technology systems, including as applicable to the Company and its stockholders. Morgan Stanley continually adjusts its Cybersecurity Program to address the evolving cybersecurity threat landscape and comply with extensive legal and regulatory expectations.
The Adviser and the Administrator manage the Company’s day-to-day operations, and the Company uses the Cybersecurity Program to assess, identify and manage material cybersecurity risks affecting the Company and its operations. The Company’s business is dependent on the communications and information systems of Morgan Stanley, including but not limited to the Cybersecurity Program, and other third-party service providers.
Processes for assessing, identifying, and managing material risks from cybersecurity threats
Morgan Stanley’s Cybersecurity Program takes into account industry best practices and addresses risks from cybersecurity threats to the Firm’s network, infrastructure, computing environment, and the third-parties Morgan Stanley relies on, including third parties relied on by the Company. Morgan Stanley periodically assesses the design of its cybersecurity controls against the Cyber Risk Institute Cyber Profile, which is based on the National Institute of Standards and Technology Cybersecurity (“NIST”) Framework for Improving Critical Infrastructure Cybersecurity, as well as against global cybersecurity regulations, and develops improvements to those controls in response to those assessments. Morgan Stanley’s Cybersecurity Program also includes cybersecurity and information security policies, procedures, and technologies that are designed to address regulatory requirements and protect Morgan Stanley’s clients’, employees’ and own data, and the data of the Company and its officers and stockholders, against unauthorized disclosure, modification, and misuse. These policies, procedures, and technologies cover a broad range of areas, including: identification of internal and external threats, access control, data security, protective controls, detection of malicious or unauthorized activity, incident response, and recovery planning.

Morgan Stanley’s threat intelligence function within the Cybersecurity Program actively engages in private and public information sharing communities and leverages both commercial and proprietary products to collect a wide variety of industry and governmental information regarding the latest cybersecurity threats, which informs Morgan Stanley’s cybersecurity risk assessments and strategy, including as applicable to the Company. This information is also provided to an internal Morgan Stanley cyber threat detection team, which develops and implements strategies designed to defend against these cybersecurity threats across Morgan Stanley’s environment, including systems and applications that may be relied upon by the Company. Morgan Stanley’s vulnerability management team, as well as Morgan Stanley’s Non-Financial Risk function (“NFR”) review external cybersecurity incidents that may be relevant to the Firm and the Company, to further inform the design of the Cybersecurity Program. To assess the efficacy of Morgan Stanley’s controls and defenses designed to mitigate cybersecurity risk, it utilizes internal and external testing, including penetration testing and red team engagements. The results of these assessments are used to strengthen the Cybersecurity Program. Additionally, Morgan Stanley maintains a global training program covering cybersecurity risks and requirements, including heightened security training to specialized employees, and conducts regular phishing email simulations for its employees and consultants as preventative measures.

When a threat is identified in Morgan Stanley’s environment, its incident response team follows an incident response plan to evaluate the impact to the Firm and coordinate appropriate remediation. If warranted, the cybersecurity incident will be reported to applicable regulators, authorities, impacted clients or counterparties, as appropriate. The Firm’s cybersecurity incident response and remediation processes, including assessing materiality and reporting requirements, are reviewed through tabletop exercises.

Morgan Stanley’s processes are designed to help oversee, identify, and mitigate cybersecurity risks associated with its use of third-party vendors, including those vendors relied upon by the Company. Morgan Stanley maintains a third-party risk management program that includes evaluation of, and response to, cybersecurity risks at its third-party vendors, including those vendors relied upon by the Company. Prior to engaging third-party vendors to provide services to the Firm or the Company, Morgan Stanley conducts assessments of the third-party vendors’ cybersecurity program to identify the impact of their services on the cybersecurity risks to the Firm or, as relevant, the Company. Once on-boarded, third-party vendors’ cybersecurity programs are subject to risk-based oversight, which may include security questionnaires, submission of independent security audit reports or a Firm audit of the third-party vendor’s security program, and, with limited exceptions, third-party vendors are required to meet Morgan Stanley’s minimum cybersecurity standards. Where a third-party vendor cannot meet those standards, its services, and the residual risk to the Firm, are subject to review, challenge, and escalation through Morgan Stanley’s risk management processes and ERM committees, which may ultimately result in requesting increased security measures or ceasing engagement with such third-party vendor.

Morgan Stanley’s Cybersecurity Program is regularly assessed by the Morgan Stanley Internal Audit Department (“IAD”) through various assurance activities, with the results reported to the Audit Committee of the MS Board (“BAC”) and the BOTC and, as applicable to the Board of Directors of the Company. Annually, key elements of the Cybersecurity Program are subject to review by an independent third-party, the results of which, including opportunities identified for improvement and related remediation plans, are reviewed with the BOTC. The Cybersecurity Program is also examined regularly by the Firm’s prudential and conduct regulators within the scope of their jurisdiction.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block]
The Company and the broader financial services industry face an increasingly complex and evolving threat environment.
Morgan Stanley has made and continues to make substantial investments in cybersecurity and fraud prevention technology, and employ experienced talent to lead its Cybersecurity and Information Security organizations and program under the oversight of Morgan Stanley’s Board of Directors (the “MS Board”) and the Operations and Technology Committee of the MS Board (“BOTC”).
As part of its enterprise risk management (“ERM”) framework, Morgan Stanley has implemented and maintains a program to assess, identify, and manage risks arising from the cybersecurity threats confronting the Firm (“Cybersecurity Program”). Morgan Stanley’s Cybersecurity Program helps protect the Firm’s clients, customers, employees, property, products, services, and reputation by seeking to preserve the confidentiality, integrity, and availability of information, enable the secure delivery of financial services, and protect the business and the safe operation of our technology systems, including as applicable to the Company and its stockholders. Morgan Stanley continually adjusts its Cybersecurity Program to address the evolving cybersecurity threat landscape and comply with extensive legal and regulatory expectations.
The Adviser and the Administrator manage the Company’s day-to-day operations, and the Company uses the Cybersecurity Program to assess, identify and manage material cybersecurity risks affecting the Company and its operations. The Company’s business is dependent on the communications and information systems of Morgan Stanley, including but not limited to the Cybersecurity Program, and other third-party service providers.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
Morgan Stanley and Company Management’s role in assessing and managing material risks from cybersecurity threats
Morgan Stanley’s Cybersecurity Program is operated and maintained by its management, including the Chief Information Officer (“CIO”) of Cyber, Data, Risk and Resilience and the Chief Information Security Officer (“CISO”). These senior officers are responsible for assessing and managing the Firm’s cybersecurity risks, which includes cybersecurity risks faced by the Company. Morgan Stanley’s Cybersecurity Program strategy, which is set by the CISO and overseen by the Morgan Stanley’s Head of Operational Cyber, Technology, and Information Security Non-Financial Risk, (“Head of NFR CTIS”), is informed by various risk and control assessments, control testing, external assessments, threat intelligence, and public and private information sharing. Morgan Stanley’s Cybersecurity Program also includes processes for escalating and considering the materiality of incidents that impact the
Firm and the Company, including escalation to senior management of Morgan Stanley, the MS Board, and management of the Company.

The Chief Compliance Officer ("CCO") of the Company is responsible for overseeing the Company’s risk management function and generally relies on the CIO, CISO, and Head of NFR CTIS to assist with assessing and managing material risks from cybersecurity threats that are applicable to the Company. The CIO has over 30 years of experience in various engineering, information technology (“IT"), operations, and information security roles. The CISO has over 25 years of experience leading cybersecurity teams at financial institutions, including in the areas of IT strategy, risk management, and information security. The Head of NFR CTIS has over 20 years of experience in technology, security, and compliance roles, including experience in government security agencies. The Company's CCO has worked in the financial services industry for 19 years and has covered business developments from a compliance perspective for over 10 years, during which time the Company’s CCO has gained expertise in assessing and managing risk applicable to the Company.

Risk levels and mitigating measures are presented to and monitored by dedicated management-level cybersecurity risk committees at Morgan Stanley. These committees include representatives from Firm management as well as business and control stakeholders who review, challenge and, where appropriate, consider exceptions to the Firm’s policies and procedures. Significant cybersecurity risks are escalated from these committees to Morgan Stanley’s Non-Financial Risk Committee. The CIO and the Head of NFR CTIS report on the status of Morgan Stanley’s Cybersecurity Program, including significant cybersecurity risks; review metrics related to the program; and discuss the status of regulatory and remedial actions and incidents to the Firm Risk Committee, the BOTC and the MS Board. To the extent any cybersecurity incidents relate to the Company, the status of such incidents and remedial actions will be reported to our Board.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] The Chief Compliance Officer ("CCO") of the Company is responsible for overseeing the Company’s risk management function and generally relies on the CIO, CISO, and Head of NFR CTIS to assist with assessing and managing material risks from cybersecurity threats that are applicable to the Company.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]
The Chief Compliance Officer ("CCO") of the Company is responsible for overseeing the Company’s risk management function and generally relies on the CIO, CISO, and Head of NFR CTIS to assist with assessing and managing material risks from cybersecurity threats that are applicable to the Company. The CIO has over 30 years of experience in various engineering, information technology (“IT"), operations, and information security roles. The CISO has over 25 years of experience leading cybersecurity teams at financial institutions, including in the areas of IT strategy, risk management, and information security. The Head of NFR CTIS has over 20 years of experience in technology, security, and compliance roles, including experience in government security agencies. The Company's CCO has worked in the financial services industry for 19 years and has covered business developments from a compliance perspective for over 10 years, during which time the Company’s CCO has gained expertise in assessing and managing risk applicable to the Company.

Risk levels and mitigating measures are presented to and monitored by dedicated management-level cybersecurity risk committees at Morgan Stanley. These committees include representatives from Firm management as well as business and control stakeholders who review, challenge and, where appropriate, consider exceptions to the Firm’s policies and procedures. Significant cybersecurity risks are escalated from these committees to Morgan Stanley’s Non-Financial Risk Committee. The CIO and the Head of NFR CTIS report on the status of Morgan Stanley’s Cybersecurity Program, including significant cybersecurity risks; review metrics related to the program; and discuss the status of regulatory and remedial actions and incidents to the Firm Risk Committee, the BOTC and the MS Board. To the extent any cybersecurity incidents relate to the Company, the status of such incidents and remedial actions will be reported to our Board.
Cybersecurity Risk Role of Management [Text Block]
Morgan Stanley and Company Management’s role in assessing and managing material risks from cybersecurity threats
Morgan Stanley’s Cybersecurity Program is operated and maintained by its management, including the Chief Information Officer (“CIO”) of Cyber, Data, Risk and Resilience and the Chief Information Security Officer (“CISO”). These senior officers are responsible for assessing and managing the Firm’s cybersecurity risks, which includes cybersecurity risks faced by the Company. Morgan Stanley’s Cybersecurity Program strategy, which is set by the CISO and overseen by the Morgan Stanley’s Head of Operational Cyber, Technology, and Information Security Non-Financial Risk, (“Head of NFR CTIS”), is informed by various risk and control assessments, control testing, external assessments, threat intelligence, and public and private information sharing. Morgan Stanley’s Cybersecurity Program also includes processes for escalating and considering the materiality of incidents that impact the
Firm and the Company, including escalation to senior management of Morgan Stanley, the MS Board, and management of the Company.

The Chief Compliance Officer ("CCO") of the Company is responsible for overseeing the Company’s risk management function and generally relies on the CIO, CISO, and Head of NFR CTIS to assist with assessing and managing material risks from cybersecurity threats that are applicable to the Company. The CIO has over 30 years of experience in various engineering, information technology (“IT"), operations, and information security roles. The CISO has over 25 years of experience leading cybersecurity teams at financial institutions, including in the areas of IT strategy, risk management, and information security. The Head of NFR CTIS has over 20 years of experience in technology, security, and compliance roles, including experience in government security agencies. The Company's CCO has worked in the financial services industry for 19 years and has covered business developments from a compliance perspective for over 10 years, during which time the Company’s CCO has gained expertise in assessing and managing risk applicable to the Company.

Risk levels and mitigating measures are presented to and monitored by dedicated management-level cybersecurity risk committees at Morgan Stanley. These committees include representatives from Firm management as well as business and control stakeholders who review, challenge and, where appropriate, consider exceptions to the Firm’s policies and procedures. Significant cybersecurity risks are escalated from these committees to Morgan Stanley’s Non-Financial Risk Committee. The CIO and the Head of NFR CTIS report on the status of Morgan Stanley’s Cybersecurity Program, including significant cybersecurity risks; review metrics related to the program; and discuss the status of regulatory and remedial actions and incidents to the Firm Risk Committee, the BOTC and the MS Board. To the extent any cybersecurity incidents relate to the Company, the status of such incidents and remedial actions will be reported to our Board.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] The Chief Compliance Officer ("CCO") of the Company is responsible for overseeing the Company’s risk management function and generally relies on the CIO, CISO, and Head of NFR CTIS to assist with assessing and managing material risks from cybersecurity threats that are applicable to the Company.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] The CIO has over 30 years of experience in various engineering, information technology (“IT"), operations, and information security roles. The CISO has over 25 years of experience leading cybersecurity teams at financial institutions, including in the areas of IT strategy, risk management, and information security. The Head of NFR CTIS has over 20 years of experience in technology, security, and compliance roles, including experience in government security agencies. The Company's CCO has worked in the financial services industry for 19 years and has covered business developments from a compliance perspective for over 10 years, during which time the Company’s CCO has gained expertise in assessing and managing risk applicable to the Company.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]
The Chief Compliance Officer ("CCO") of the Company is responsible for overseeing the Company’s risk management function and generally relies on the CIO, CISO, and Head of NFR CTIS to assist with assessing and managing material risks from cybersecurity threats that are applicable to the Company. The CIO has over 30 years of experience in various engineering, information technology (“IT"), operations, and information security roles. The CISO has over 25 years of experience leading cybersecurity teams at financial institutions, including in the areas of IT strategy, risk management, and information security. The Head of NFR CTIS has over 20 years of experience in technology, security, and compliance roles, including experience in government security agencies. The Company's CCO has worked in the financial services industry for 19 years and has covered business developments from a compliance perspective for over 10 years, during which time the Company’s CCO has gained expertise in assessing and managing risk applicable to the Company.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
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SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
Use of Estimates
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.
Consolidation
Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly owned subsidiaries in the consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.
The Company has formed wholly owned subsidiaries, which are structured as Delaware limited liability companies, for the purpose of holding certain investments in portfolio companies made by the Company. The Company’s wholly owned subsidiaries include: DLF CA SPV LLC (“CA SPV”), DLF SPV LLC (“DLF SPV”), DLF Financing SPV LLC (“Financing SPV”) and DLF Equity Holdings LLC (“Equity Holdings,” and collectively with CA SPV, DLF SPV and Financing SPV, the “subsidiaries”). The Company consolidates its wholly owned subsidiaries in these consolidated financial statements.
Cash, Cash Equivalents and Restricted Cash
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less, and restricted cash pledged as collateral. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.
Foreign Currency Translation
Foreign Currency Translation
The functional currency of the Company is the U.S. Dollar. Investments denominated in foreign currencies are translated into U.S. Dollars based upon currency exchange rates effective on the last business day of the current reporting period. Net changes in fair value of investments due to foreign exchange rates fluctuation is recorded as change in unrealized appreciation (depreciation) from translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. Investment and non-investment activities denominated in foreign currencies, including purchase and sales of investments, borrowings and repayments of debt, income and expenses, are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.
Investments
Investments
Investment transactions are recorded on the trade date. Receivables/payables from investments sold/purchased on the Consolidated Statements of Assets and Liabilities consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
The Company's Board of Directors (the “Board of Directors” or the “Board”), with the assistance of the Company’s audit committee (the “Audit Committee”), determines the fair value of the Company’s investments in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”) issued by the FASB. The Board of Directors has delegated to the Investment Adviser as the valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors. ASC 820 defines fair value as “the price 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.” Fair value is a market-based measurement, not an entity-specific measurement. For some investments, observable market transactions or market information might be available. For other investments, observable market
transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same - to estimate the price when an orderly transaction to sell the investment would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant).
Derivative Instruments
Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge certain of the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and Board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that 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, among other things, 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. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so.
Revenue Recognition
Revenue Recognition
Interest Income
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective investment using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt investment, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
PIK Income
The Company has debt investments in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in PIK income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-cash source of income is included when determining what must be paid out to stockholders in the form of distributions in order for the Company to maintain its status as a RIC, even though the Company has not yet collected cash.
Dividend income
Dividend Income
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies. Dividend income is presented net of withholding tax, if any.
Other Income
Other Income
The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.
Non-Accrual Investments
Non-Accrual Investments
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments
received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Offering Costs
Offering Costs
The Company records expenses related to public equity offerings as a reduction of capital upon completion of an offering of registered securities.
Deferred Financing Costs and Debt issuance Costs
Deferred Financing Costs and Debt Issuance Costs
Deferred financing and debt issuance costs consist of fees and expenses paid in connection with the closing of and amendments to the Company’s borrowings. The aforementioned costs are amortized using the straight-line method over each instrument’s term. Deferred financing costs related to a revolving credit facility is presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. Deferred debt issuance costs related to any notes are presented net against the outstanding debt balance on the Consolidated Statements of Assets and Liabilities.
Income Taxes
Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes, at least annually, to its stockholders as distributions.
In order to continue to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.
The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (the “ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a distribution declared prior to filing the final tax return related to the year which generated such ICTI.    
In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company accrued $2,437, $1,519 and $334 of U.S. federal excise tax, respectively.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which enhances disclosure requirements about significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”). ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by ASC 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim periods beginning with the first quarter ended March 31, 2025. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company has adopted ASU 2023-07 effective December 31, 2024 and concluded that the application of this guidance did not have any material impact on its consolidated financial statements. See Note 13 for more information.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU 2023-09”). ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual
periods beginning after December 15, 2024 and early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its financial statement disclosures.
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INVESTMENTS (Tables)
12 Months Ended
Dec. 31, 2024
Schedule of Investments [Abstract]  
Schedule of Investments
The composition of the Company’s investment portfolio at cost and fair value was as follows:
December 31, 2024
December 31, 2023(1)
CostFair Value% of Total Investments at Fair ValueCostFair Value% of Total Investments at Fair Value
First Lien Debt$3,669,886 $3,654,538 96.5 %$3,027,413 $3,004,544 94.1 %
Second Lien Debt78,803 69,367 1.8 146,014 132,415 4.1 
Other Debt Investments9,755 9,198 0.2 3,410 2,064 0.1 
Equity54,683 58,391 1.5 49,939 54,538 1.7 
Total$3,813,127 $3,791,494 100.0 %$3,226,776 $3,193,561 100.0 %
(1) The Company reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2023.
The industry composition of investments at fair value was as follows:
December 31, 2024December 31, 2023
Aerospace & Defense2.2 %2.2 %
Air Freight & Logistics0.3 1.1 
Automobile Components3.0 3.5 
Automobiles3.6 4.7 
Biotechnology0.7 0.5 
Building Products0.4 — 
Chemicals0.5 0.6 
Commercial Services & Supplies9.1 9.6 
Construction & Engineering2.0 1.5 
Consumer Staples Distribution & Retail0.7 — 
Containers & Packaging1.2 1.4 
Distributors2.3 2.9 
Diversified Consumer Services4.7 2.5 
Electrical Equipment0.1 — 
Electronic Equipment, Instruments & Components2.1 2.1 
Energy Equipment & Services— 0.5 
Financial Services2.5 1.9 
Food Products2.0 2.3 
Ground Transportation0.6 — 
Health Care Equipment & Supplies0.6 0.7 
Health Care Providers & Services5.0 4.6 
Health Care Technology1.6 1.9 
Industrial Conglomerates1.2 1.3 
Insurance Services12.0 14.9 
Interactive Media & Services2.6 3.2 
IT Services8.9 8.7 
Leisure Products— 0.7 
Life Sciences Tools & Services0.3 — 
Machinery0.9 2.1 
Multi-Utilities0.6 0.7 
Pharmaceuticals0.3 0.4 
Professional Services5.4 3.8 
Real Estate Management & Development3.6 5.3 
Software18.9 14.2 
Wireless Telecommunication Services0.1 0.2 
Total100.0 %100.0 %
The geographic composition of investments at cost and fair value was as follows:
December 31, 2024December 31, 2023
CostFair Value% of Total
Investments at
Fair Value
CostFair Value% of Total
Investments at
Fair Value
Australia$8,798 $8,970 0.2 %$16,985 $17,048 0.5 %
Canada153,734 154,953 4.1 98,674 98,387 3.1 
United Kingdom12,411 12,196 0.3 12,398 12,629 0.4 
United States3,638,184 3,615,375 95.4 3,098,719 3,065,497 96.0 
Total$3,813,127 $3,791,494 100.0 %$3,226,776 $3,193,561 100.0 %
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FAIR VALUE MEASUREMENTS (Tables)
12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Portfolio Investments by Level in the Fair Value Hierarchy
The following tables present the fair value hierarchy of investments:
December 31, 2024
December 31, 2023(2)
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
First Lien Debt$— $51,329 $3,603,209 $3,654,538 $— $24,674 $2,979,870 $3,004,544 
Second Lien Debt— 36,016 33,351 69,367 — 35,567 96,848 132,415 
Other Debt Investments— — 9,198 9,198 — — 2,064 2,064 
Equity— — 41,198 41,198 — — 38,572 38,572 
Subtotal$— $87,345 $3,686,956 $3,774,301 $— $60,241 $3,117,354 $3,177,595 
Investment measured at net asset value(1)
17,193 15,966 
Total Investments$3,791,494 $3,193,561 
Cash equivalents$8,976 $— $— $8,976 $— $— $— $— 
(1) The Company, as a practical expedient, estimates the fair value of its investment in Help HP SCF Investor, LP using the net asset value of the Company’s members’ interest in the entity. As such, the fair value has not been classified within the fair value hierarchy.
(2) The Company reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2023.
Changes in Level III Portfolio Investments
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the year ended December 31, 2024:
First Lien DebtSecond Lien DebtOther Debt InvestmentsEquityTotal Investments
Fair value, beginning of period$2,979,870 $96,848 $2,064 $38,572 $3,117,354 
Purchases of investments(1)
1,220,903 836 5,770 3,888 1,231,397 
Proceeds from principal repayments and sales of investments(2)
(594,707)(59,230)— (1,481)(655,418)
Accretion of discount/amortization of premium13,762 837 16 — 14,615 
Payment-in-kind9,091 842 560 2,580 13,073 
Net change in unrealized appreciation (depreciation)7,497 3,723 788 (2,117)9,891 
Net realized gains (losses)(5,731)(10,505)— (244)(16,480)
Transfers into/(out) of Level 3(3)
(27,476)— — — (27,476)
Fair value, end of period$3,603,209 $33,351 $9,198 $41,198 $3,686,956 
Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2024$4,259 $(1,256)$788 $(1,682)$2,109 
(1)     Purchases may include investments received in corporate action and restructurings.
(2)     Sales may include investments received in corporate action and restructurings.
(3)     Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the year ended December 31, 2023:
First Lien DebtSecond Lien DebtOther SecuritiesTotal Investments
Fair value, beginning of period$2,668,749 $122,891 $36,395 $2,828,035 
Purchases of investments618,914 86 1,812 620,812 
Proceeds from principal repayments and sales of investments(359,835)— — (359,835)
Accretion of discount/amortization of premium10,908 269 10 11,187 
Payment-in-kind3,417 532 2,120 6,069 
Net change in unrealized appreciation (depreciation)37,599 (6)299 37,892 
Net realized gains (losses)118 — — 118 
Transfers into/(out) of Level 3(1)
— (26,924)— (26,924)
Fair value, end of period$2,979,870 $96,848 $40,636 $3,117,354 
Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2023$37,547 $(6)$299 $37,840 
(1)     Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.
Schedule of Fair Value Measurement Inputs and Valuation Techniques
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The tables are not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.
December 31, 2024
Range(1)
Asset CategoryFair
Value
Valuation Technique (2)
Significant Unobservable
Input
LowHigh
Weighted
Average(3)
Investments in first lien debt$3,597,236 Yield AnalysisDiscount Rate8.05 %34.06 %10.31 %
5,973 Market ApproachEBITDA Multiple6.50x
Investments in second lien debt33,351 Yield AnalysisDiscount Rate10.18 %16.41 %15.09 %
Other debt8,313 Yield AnalysisDiscount Rate9.42 %14.90 %10.74 %
885 Market ApproachEBITDA Multiple9.00x
  Preferred equity22,694 Income ApproachDiscount Rate12.15 %17.50 %13.71 %
923 Market ApproachEBITDA Multiple8.50x
  Common equity14,442 Market ApproachEBITDA Multiple3.90x18.70x13.47x
3,139 Market ApproachRevenue Multiple7.60x12.70x8.80x
Total Investments$3,686,956 
(1) For an asset category that contains a single investment, the range is not included.
(2) During the year ended December 31, 2024, one unsecured debt position with a fair value of $2.01 million transitioned from an income approach to a yield analysis valuation technique.
(3) Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

December 31, 2023
Range
Asset CategoryFair
Value
Valuation TechniqueSignificant Unobservable
Input
LowHigh
Weighted
Average(1)
Investments in first lien debt$2,979,870 Yield AnalysisDiscount Rate8.61 %25.09 %11.00 %
Investments in second lien debt96,848 Yield AnalysisDiscount Rate10.80 %31.13 %14.37 %
Other debt1,894 Income ApproachDiscount Rate14.60 %14.60 %14.60 %
170 Market ApproachEBITDA Multiple9.00x9.00x9.00x
Preferred equity18,758 Income ApproachDiscount Rate12.19 %15.68 %13.47 %
1,275 Market ApproachRevenue Multiple7.50x7.50x7.50x
Common equity16,600 Market ApproachEBITDA Multiple8.10x18.70x13.26x
1,939 Market ApproachRevenue Multiple7.60x9.80x8.47x
Total Investments$3,117,354 
(1) Weighted average is calculated by weighting the significant unobservable input by the relative fair value of the investment.
Schedule of Carrying Values and Fair Values of Debt The carrying value, fair value and level of the Company’s debt were as follows:
December 31, 2024December 31, 2023
Level Carrying ValueFair ValueCarrying ValueFair Value
CIBC Subscription Facility(1)
3$— $— $— $— 
BNP Funding Facility3316,000 316,000 282,000 282,000 
Truist Credit Facility3617,401 617,401 520,263 520,263 
2027 Notes(2)
2422,174 418,370 420,834 407,617 
2025 Notes(2)
3274,144 275,000 272,935 275,000 
2029 Notes(2)
3343,760 350,455 — — 
Total$1,973,479 $1,977,226 $1,496,032 $1,484,880 
(1)The CIBC Subscription Facility matured and was fully paid off as of December 31, 2022.
(2)As of December 31, 2024, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $2,374, $856 and $3,297 and unamortized original issuance discount of $452, $0 and $3,398, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $3,499, $2,065 $0, and unamortized original issuance discount of $667, $0 and $0, respectively.
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DEBT (Tables)
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt Instruments
The Company’s debt obligations were as follows.
December 31, 2024December 31, 2023
Aggregate Principal CommittedOutstanding PrincipalUnused PortionAggregate Principal CommittedOutstanding PrincipalUnused Portion
CIBC Subscription Facility(1)
$— $— $— $— $— $— 
BNP Funding Facility600,000 316,000 284,000 600,000 282,000 318,000 
Truist Credit Facility(2)
1,300,000 617,401 680,770 1,120,000 520,263 599,484 
2027 Notes(3)
425,000 425,000 — 425,000 425,000 — 
2025 Notes(3)
275,000 275,000 — 275,000 275,000 — 
2029 Notes(3)
350,000 350,000 — — — — 
Total$2,950,000 $1,983,401 $964,770 $2,420,000 $1,502,263 $917,484 
(1)The CIBC Subscription Facility matured and was fully paid off as of December 31, 2022.
(2)As of December 31, 2024 and December 31, 2023, a letter of credit of $1,828 and $253, respectively, was outstanding, which reduced the unused availability under the Truist Credit Facility by the same amount. Under the Truist Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2024 and December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 3,298 and 238, respectively, Canadian dollars (CAD) of 300 and 0, respectively and Pound Sterling (GBP) of 1,020 and 0, respectively.
(3)As of December 31, 2024, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $2,374, $856 and $3,297 and unamortized original issuance discount of $452, $0 and $3,398, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $3,499, $2,065 $0, and unamortized original issuance discount of $667, $0 and $0, respectively.
The Company's summary information of its debt obligations were as follows:
For the Year Ended
December 31, 2024December 31, 2023December 31, 2022
Combined weighted average interest rate (1)
6.46 %6.51 %4.05 %
Combined weighted average effective interest rate (2)
6.90 %6.85 %4.41 %
Combined weighted average debt outstanding$1,681,358 $1,576,285$1,432,492 
(1) Excludes unused commitment fees, amortization of financing costs, accretion of original issue discount and net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items.
(2) Excludes unused commitment fees and net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items.
The summary information of the CIBC Subscription Facility is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$— $— $8,312 
Facility unused commitment fees— — 26 
Amortization of deferred financing costs— — 1,347 
Total$— $— $9,685 
Weighted average interest rate— %— %3.13 %
Weighted average outstanding balance$— $— $262,184 
The summary information of the BNP Funding Facility is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$20,662 $27,086 $15,376 
Facility unused commitment fees2,068 771 507 
Amortization of deferred financing costs1,650 1,257 1,145 
Total$24,380 $29,114 $17,028 
Weighted average interest rate7.77 %7.51 %3.90 %
Weighted average outstanding balance$261,541 $355,507 $389,216 
The summary information of the Truist Credit Facility is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$36,415 $37,055 $11,959 
Facility unused commitment fees2,912 2,287 2,487 
Amortization of deferred financing costs2,077 1,992 1,243 
Total$41,404 $41,334 $15,689 
Weighted average interest rate7.15 %7.02 %3.68 %
Weighted average outstanding balance$500,828 $520,778 $320,955 
The summary information of 2027 Notes is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$19,125 $19,125 $17,000 
Accretion of original issuance discount215 214 190 
Amortization of debt issuance costs1,133 1,122 996 
Total$20,473 $20,461 $18,186 
Stated interest rate4.50 %4.50 %4.50 %
The summary information of 2025 Notes is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$20,762 $20,762 $6,229 
Amortization of debt issuance costs1,216 1,212 365 
Total$21,978 $21,974 $6,594 
Stated interest rate7.55 %7.55 %7.55 %
The summary information of 2029 Notes is as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Borrowing interest expense$13,393 $— $— 
Accretion of original issuance discount488 — — 
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items10 — — 
Amortization of debt issuance costs802 — — 
Total$14,693 $— $— 
Stated interest rate6.15 %— %— %
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NET ASSETS (Tables)
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Schedule of Distributable Earnings
The following table shows the components of total distributable earnings (loss) as shown on the Consolidated Statements of Assets and Liabilities:
As of
December 31, 2024December 31, 2023December 31, 2022
Total distributable earnings (loss), beginning of period$8,459 $(54,779)$15,782 
Net investment income (loss) after taxes220,235 198,061 128,010 
Net realized gain (loss)(16,467)118 537 
Net unrealized appreciation (depreciation)11,796 32,835 (80,005)
Dividends declared(195,729)(169,291)(119,437)
Tax reclassification of stockholders’ equity1,330 1,515 334 
Total distributable earnings (loss), end of period$29,624 $8,459 $(54,779)
The book-to-tax differences relating to distributions made to the Company’s stockholders resulted in reclassifications among certain capital accounts as follows:
As of
December 31, 2024December 31, 2023December 31, 2022
Paid-in capital in excess of par value$(1,330)$(1,515)$(334)
Total distributable earnings (loss)1,330 1,515 334 
Schedule of Stockholders Equity
The following table summarizes the total shares issued and proceeds received from the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2023:
Share Issuance DateShares IssuedAmount
October 04, 202310,680,808 $220,238 
Total10,680,808 $220,238 
Schedule of Dividends Declared and Payable
The following table summarizes the Company’s distributions declared as well as the DRIP shares issued for the year ended December 31, 2024, and December 31, 2023:

Date DeclaredRecord DatePayment DatePer Share Amount
Shares(1)
For the year ended December 31, 2024
February 29, 2024March 29, 2024April 25, 2024$0.50 512,519 
May 08, 2024June 28, 2024July 25, 20240.50 553,637 
(2)
January 11, 2024August 05, 2024October 25, 20240.10 111,159 
(2)(3)
August 06, 2024September 30, 2024October 25, 20240.50 546,673 
(2)
January 11, 2024November 04, 2024January 24, 20250.10 101,485 
(2)(3)
November 04, 2024December 31, 2024January 24, 20250.50 473,635 
(2)
$2.20 2,299,108 
For the year ended December 31, 2023
March 28, 2023March 28, 2023April 25, 2023$0.50 482,721 
June 27, 2023June 27, 2023July 25, 20230.57 554,001 
(4)
September 26, 2023September 26, 2023October 25, 20230.60 579,388 
(5)
December 28, 2023December 28, 2023January 25, 20240.60 615,660 
(5)
$2.27 2,231,770 
(1) In connection with the distributions with payment dates on January 25, 2024 and January 25, 2023, 615,660 and 445,235 DRIP shares were issued, respectively.
(2) In accordance with the Company’s DRIP, shares were purchased in the open market.
(3) Represents a special distribution declared by the Board on January 11, 2024.
(4) Includes a supplemental distribution of $0.07.
(5) Includes a supplemental distribution of $0.10.
Schedule of Shares Repurchased Under Company 10b5-1 Plan
The following table summarizes the shares repurchased under the Company 10b5-1 Plan during the year ended December 31, 2024:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
July 1, 2024 - July 31, 202439,344 $19.99 39,344 $99.2 
August 1, 2024 - August 31, 2024217,796 20.10 217,796 94.8 
September 1, 2024 - September 30, 2024172,513 20.04 172,513 91.4 
October 1, 2024 - October 31, 2024187,607 19.99 187,607 87.6 
November 1, 2024 - November 30, 2024307,336 20.34 307,336 81.9 
December 1, 2024 - December 31, 2024— — — 81.9 
Total Repurchases924,596 924,596 
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EARNINGS (LOSS) PER SHARE (Tables)
12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table sets forth the computation of basic and diluted earnings per share:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Numerator—net increase/(decrease) in net assets resulting from operations$215,564 $231,014 $48,542 
Denominator—weighted average shares outstanding88,649,149 74,239,743 61,676,363 
Basic and diluted earnings (loss) per share$2.43 $3.11 $0.79 
XML 51 R33.htm IDEA: XBRL DOCUMENT v3.25.0.1
INCOME TAXES (Tables)
12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Tax Character of Distributions
For income tax purposes, distributions made to the Company’s stockholders are reported as ordinary income, capital gains, or a combination thereof. The tax character of distributions made were as follows:
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022
Distributions paid from:
Ordinary income (including net short-term capital gains)$195,611 $168,975 $119,433 
Net long-term capital gains118 316 
Total taxable distributions$195,729 $169,291 $119,437 
Schedule of Distributable Earnings
The following table shows the components of total distributable earnings (loss) as shown on the Consolidated Statements of Assets and Liabilities:
As of
December 31, 2024December 31, 2023December 31, 2022
Total distributable earnings (loss), beginning of period$8,459 $(54,779)$15,782 
Net investment income (loss) after taxes220,235 198,061 128,010 
Net realized gain (loss)(16,467)118 537 
Net unrealized appreciation (depreciation)11,796 32,835 (80,005)
Dividends declared(195,729)(169,291)(119,437)
Tax reclassification of stockholders’ equity1,330 1,515 334 
Total distributable earnings (loss), end of period$29,624 $8,459 $(54,779)
The book-to-tax differences relating to distributions made to the Company’s stockholders resulted in reclassifications among certain capital accounts as follows:
As of
December 31, 2024December 31, 2023December 31, 2022
Paid-in capital in excess of par value$(1,330)$(1,515)$(334)
Total distributable earnings (loss)1,330 1,515 334 
Schedule of Cost of Investments
The cost and unrealized gain (loss) on the Company’s consolidated financial instruments, as calculated on a tax basis, were as follows (amounts calculated using book-to-tax differences as of the most recent fiscal year ended December 31, 2024, December 31, 2023 and December 31, 2022):
As of
December 31, 2024December 31, 2023December 31, 2022
Gross unrealized appreciation$38,155 $19,066 $6,529 
Gross unrealized depreciation(59,527)(52,242)(72,587)
Net unrealized appreciation (depreciation)$(21,372)$(33,176)$(66,058)
Tax cost of investments at year end$3,813,066 $3,226,720 $2,939,635 
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CONSOLIDATED FINANCIAL HIGHLIGHTS (Tables)
12 Months Ended
Dec. 31, 2024
Investment Company [Abstract]  
Schedule of Financial Highlights
The following are the financial highlights (dollar amounts in thousands, except per share amounts):
For the Year Ended
 December 31, 2024December 31, 2023December 31, 2022December 31, 2021December 31, 2020
Per Share Data:(1)
Net asset value, beginning of period$20.67 $19.81 $20.91 $20.08 $20.00 
Net investment income (loss)
2.48 2.67 2.08 2.34 1.41 
Net unrealized and realized gain (loss)(2)
(0.07)0.46 (1.26)0.52 (0.28)
Net increase (decrease) in net assets resulting from operations2.41 3.13 0.82 2.86 1.13 
Dividends declared(2.20)(2.27)(1.92)(2.07)(1.30)
Repurchase of common Stock0.01 — — — — 
Issuance of common stock, net of underwriting and offering costs(0.08)— — 0.04 0.25 
Total increase (decrease) in net assets0.14 0.86 (1.10)0.83 0.08 
Net asset value, end of period$20.81 $20.67 $19.81 $20.91 $20.08 
Per share market value, end of period 20.66 n/an/an/an/a
Shares outstanding, end of period88,511,089 83,278,831 70,536,678 56,838,027 15,024,425 
Weighted average shares outstanding88,649,149 74,239,743 61,676,363 31,159,302 7,559,426 
Total return based on net asset value(3)
12.00 %16.40 %3.99 %14.83 %7.07 %
Total return based on market value(4)
11.19 %n/an/an/an/a
Ratio/Supplemental Data (all amounts in thousands except ratios and shares):
Net assets, end of period(5)
$1,842,156 $1,721,151 $1,397,305 $1,188,587 $301,620 
Ratio of net expenses to average net assets(5)
10.52 %11.14 %7.99 %6.77 %7.02 %
Ratio of expenses before waivers to average net assets(5)
11.38 %12.65 %9.55 %8.26 %8.20 %
Ratio of net investment income to average net assets(5)
11.83 %13.01 %9.97 %10.55 %6.62 %
Ratio of total contributed capital to total committed capital, end of periodn/a100.00 %86.48 %88.87 %20.57 %
Asset coverage ratio(6)
193.00 %215.00 %191.00 %195.00 %190.00 %
Portfolio turnover rate18.85 %11.98 %14.87 %27.18 %31.11 %
(1)The per share data was derived by using the weighted average shares outstanding during the period, except otherwise noted.
(2)The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.
(3)Total return (not annualized) is calculated assuming a purchase of Common Stock at the opening of the first day of the period and a sale on the closing of the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s DRIP.
(4)Total return based on market value is calculated as the change in market value per share during the respective periods, taking into account distributions, if any, reinvested in accordance with the Company’s DRIP. The beginning market value per share is based on the initial public offering price of $20.67 per share and not annualized.
(5)Amounts are annualized except for incentive fees, organization and offering costs and other expenses for which expense support was provided, as applicable.
(6)Effective December 17, 2019, in accordance with Section 61(a)(2) of the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to December 17, 2019, in accordance with the 1940 Act, with certain limited exceptions, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing.
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ORGANIZATION (Details) - USD ($)
$ / shares in Units, $ in Millions
Jan. 26, 2024
Dec. 31, 2024
Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]      
Common stock, par value (in dollars per share)   $ 0.001 $ 0.001
IPO      
Subsidiary, Sale of Stock [Line Items]      
Shares Issued (in shares) 5,000,000    
Sale of stock (in dollars per share) $ 20.67    
Sale of stock, consideration received $ 97.1    
XML 54 R36.htm IDEA: XBRL DOCUMENT v3.25.0.1
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
USD ($)
investment
Dec. 31, 2024
USD ($)
investment
Dec. 31, 2023
USD ($)
investment
Dec. 31, 2022
USD ($)
Accounting Policies [Abstract]        
Number of nonaccrual investments owned | investment 2 2 3  
Amortized cost $ 8,117 $ 8,117 $ 19,353  
Excise tax expense $ 2,437 $ 2,437 $ 1,519 $ 334
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SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Jan. 26, 2024
Jan. 24, 2024
Dec. 31, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2019
Related Party Transaction [Line Items]                      
Management fees, net of waiver     $ 25,479     $ 7,637   $ 6,679      
Management fees payable     7,042     2,012   7,042 $ 2,012    
Income based incentive fees, net of waivers     37,432             $ 26,635  
Income based incentive fees               43,467 42,012 26,635  
Reversal of capital gains incentive fees               0 0 2,441  
Income based incentive fees payable     8,956     11,766   8,956 11,766    
Capital call proceeds received in advance     0     0   0 0    
Administrative service fees               216 178 72  
Payable to affiliates     29     2,870   29 2,870    
Expense support               $ 0 0 $ 44  
MS Credit Partners Holdings | Morgan Stanley Direct Lending Fund                      
Related Party Transaction [Line Items]                      
Ownership percentage             11.70% 11.00%      
MS Credit Partners Holdings                      
Related Party Transaction [Line Items]                      
Unfunded commitments                     $ 200,000
Related Party                      
Related Party Transaction [Line Items]                      
Base management fee rate               1.00%      
Threshold minimum rate for waived portion               0.25%      
Related party fees $ 1,241                    
Related Party | Quarterly hurdle rate                      
Related Party Transaction [Line Items]                      
Incentive rate               1.50%      
Related Party | Annualized hurdle rate                      
Related Party Transaction [Line Items]                      
Incentive rate       6.00% 6.00%     6.00%      
Related Party | Incentive Fee Rate Pre Incentive Fee Net Investment Income Below Catch Up Threshold                      
Related Party Transaction [Line Items]                      
Incentive rate               100.00%      
Related Party | Incentive Fee Rate Quarterly Catch Up Threshold                      
Related Party Transaction [Line Items]                      
Incentive rate               1.8182%      
Related Party | Incentive Fee Rate Annualized Catch Up Threshold                      
Related Party Transaction [Line Items]                      
Incentive rate               7.2728%      
Related Party | Incentive Fee Rate Pre Incentive Fee Net Investment Income Exceeds Catch Up Threshold                      
Related Party Transaction [Line Items]                      
Incentive rate               17.50%      
Related Party | Incentive Fee Rate Realized Capital Gains                      
Related Party Transaction [Line Items]                      
Incentive rate               17.50%      
Related Party | Incentive Fee Rate Realized Capital Gains, Waiver Period                      
Related Party Transaction [Line Items]                      
Incentive rate               15.00%      
Related Party | Administration Agreement                      
Related Party Transaction [Line Items]                      
Initial term               2 years      
Payable to affiliates     $ 29     $ 178   $ 29 $ 178    
Related Party | Amended and Restated Investment Advisory Agreement                      
Related Party Transaction [Line Items]                      
Cumulative lookback provision term   3 years                  
Threshold minimum rate for waived portion   0.75%                  
Related Party | Pre-Incentive Fee Rate Quarterly Hurdle Rate                      
Related Party Transaction [Line Items]                      
Incentive rate       1.50% 1.50%            
Related Party | Pre-Incentive Fee Net Investment Income Below Catch Up Threshold                      
Related Party Transaction [Line Items]                      
Incentive rate         100.00%     100.00%      
Related Party | Pre-Incentive Fee Rate Quarterly Catch Up Threshold                      
Related Party Transaction [Line Items]                      
Incentive rate               1.8182%      
Related Party | Pre-Incentive Fee Rate Annualized Catch Up Threshold                      
Related Party Transaction [Line Items]                      
Incentive rate               7.2728%      
Related Party | Pre-Incentive Fee Net Investment Income Exceeds Catch Up Threshold                      
Related Party Transaction [Line Items]                      
Incentive rate         17.50%     17.50%      
Related Party | Pre-Incentive Fee Net Investment Income Catch Up Threshold                      
Related Party Transaction [Line Items]                      
Incentive rate         17.50%            
Related Party | Pre-Incentive Fee Net Investment Income Incentive Fee Cap                      
Related Party Transaction [Line Items]                      
Incentive rate       17.50%              
Related Party | Waiver Period, Pre-Incentive Fee Net Investment Income Exceeds Catch Up Threshold                      
Related Party Transaction [Line Items]                      
Incentive rate               15.00%      
Related Party | Waiver Period, Pre-Incentive Fee Rate Quarterly Catch Up Threshold                      
Related Party Transaction [Line Items]                      
Incentive rate               1.7647%      
Related Party | 2027 Notes                      
Related Party Transaction [Line Items]                      
Related party fees               $ 213      
Related Party | 2025 Notes                      
Related Party Transaction [Line Items]                      
Related party fees               138      
Related Party | 2029 Notes                      
Related Party Transaction [Line Items]                      
Related party fees               $ 210      
XML 56 R38.htm IDEA: XBRL DOCUMENT v3.25.0.1
INVESTMENTS - Composition of Investments at Fair Value (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Schedule of Investments [Line Items]    
Cost $ 3,813,127 $ 3,226,776
Fair Value $ 3,791,494 $ 3,193,561
Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 100.00% 100.00%
Australia    
Schedule of Investments [Line Items]    
Cost $ 8,798 $ 16,985
Fair Value $ 8,970 $ 17,048
Australia | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.20% 0.50%
Canada    
Schedule of Investments [Line Items]    
Cost $ 153,734 $ 98,674
Fair Value $ 154,953 $ 98,387
Canada | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 4.10% 3.10%
United Kingdom    
Schedule of Investments [Line Items]    
Cost $ 12,411 $ 12,398
Fair Value $ 12,196 $ 12,629
United Kingdom | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.30% 0.40%
United States    
Schedule of Investments [Line Items]    
Cost $ 3,638,184 $ 3,098,719
Fair Value $ 3,615,375 $ 3,065,497
United States | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 95.40% 96.00%
Aerospace & Defense | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 2.20% 2.20%
Air Freight & Logistics | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.30% 1.10%
Automobile Components | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 3.00% 3.50%
Automobiles | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 3.60% 4.70%
Biotechnology | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.70% 0.50%
Building Products | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.40% 0.00%
Chemicals | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.50% 0.60%
Commercial Services & Supplies | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 9.10% 9.60%
Construction & Engineering | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 2.00% 1.50%
Consumer Staples Distribution & Retail | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.70% 0.00%
Containers & Packaging | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 1.20% 1.40%
Distributors | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 2.30% 2.90%
Diversified Consumer Services | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 4.70% 2.50%
Electrical Equipment | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.10% 0.00%
Electronic Equipment, Instruments & Components | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 2.10% 2.10%
Energy Equipment & Services | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.00% 0.50%
Financial Services | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 2.50% 1.90%
Food Products | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 2.00% 2.30%
Ground Transportation | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.60% 0.00%
Health Care Equipment & Supplies | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.60% 0.70%
Health Care Providers & Services | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 5.00% 4.60%
Health Care Technology | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 1.60% 1.90%
Industrial Conglomerates | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 1.20% 1.30%
Insurance Services | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 12.00% 14.90%
Interactive Media & Services | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 2.60% 3.20%
IT Services | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 8.90% 8.70%
Leisure Products | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.00% 0.70%
Life Sciences Tools & Services | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.30% 0.00%
Machinery | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.90% 2.10%
Multi-Utilities | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.60% 0.70%
Pharmaceuticals | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.30% 0.40%
Professional Services | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 5.40% 3.80%
Real Estate Management & Development | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 3.60% 5.30%
Software | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 18.90% 14.20%
Wireless Telecommunication Services | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.10% 0.20%
First Lien Debt    
Schedule of Investments [Line Items]    
Cost $ 3,669,886 $ 3,027,413
Fair Value $ 3,654,538 $ 3,004,544
First Lien Debt | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 96.50% 94.10%
First Lien Debt | Aerospace & Defense    
Schedule of Investments [Line Items]    
Cost [1]   $ 69,354
Fair Value   69,364
First Lien Debt | Air Freight & Logistics    
Schedule of Investments [Line Items]    
Cost [1]   30,213
Fair Value   29,744
First Lien Debt | Automobile Components    
Schedule of Investments [Line Items]    
Cost [1]   86,754
Fair Value   86,173
First Lien Debt | Automobiles    
Schedule of Investments [Line Items]    
Cost [1]   151,741
Fair Value   150,980
First Lien Debt | Biotechnology    
Schedule of Investments [Line Items]    
Cost [1]   15,580
Fair Value   15,619
First Lien Debt | Chemicals    
Schedule of Investments [Line Items]    
Cost [1]   20,940
Fair Value   20,481
First Lien Debt | Commercial Services & Supplies    
Schedule of Investments [Line Items]    
Cost [1]   306,475
Fair Value   304,534
First Lien Debt | Construction & Engineering    
Schedule of Investments [Line Items]    
Cost [1]   47,178
Fair Value   46,877
First Lien Debt | Containers & Packaging    
Schedule of Investments [Line Items]    
Cost [1]   43,466
Fair Value   43,688
First Lien Debt | Distributors    
Schedule of Investments [Line Items]    
Cost [1]   98,033
Fair Value   93,930
First Lien Debt | Diversified Consumer Services    
Schedule of Investments [Line Items]    
Cost [1]   81,164
Fair Value   80,159
First Lien Debt | Electronic Equipment, Instruments & Components    
Schedule of Investments [Line Items]    
Cost [1]   45,611
Fair Value   44,711
First Lien Debt | Financial Services    
Schedule of Investments [Line Items]    
Cost [1]   59,701
Fair Value   59,992
First Lien Debt | Food Products    
Schedule of Investments [Line Items]    
Cost [1]   73,733
Fair Value   72,784
First Lien Debt | Health Care Equipment & Supplies    
Schedule of Investments [Line Items]    
Cost [1]   22,434
Fair Value   22,614
First Lien Debt | Health Care Providers & Services    
Schedule of Investments [Line Items]    
Cost [1]   139,406
Fair Value   138,138
First Lien Debt | Health Care Technology    
Schedule of Investments [Line Items]    
Cost [1]   61,205
Fair Value   61,443
First Lien Debt | Industrial Conglomerates    
Schedule of Investments [Line Items]    
Cost [1]   33,707
Fair Value   34,595
First Lien Debt | Insurance Services    
Schedule of Investments [Line Items]    
Cost [1]   472,289
Fair Value   471,507
First Lien Debt | Interactive Media & Services    
Schedule of Investments [Line Items]    
Cost [1]   104,479
Fair Value   100,782
First Lien Debt | IT Services    
Schedule of Investments [Line Items]    
Cost [1]   230,636
Fair Value   224,725
First Lien Debt | Leisure Products    
Schedule of Investments [Line Items]    
Cost [1]   21,552
Fair Value   21,453
First Lien Debt | Machinery    
Schedule of Investments [Line Items]    
Cost [1]   68,230
Fair Value   66,966
First Lien Debt | Multi-Utilities    
Schedule of Investments [Line Items]    
Cost [1]   20,654
Fair Value   20,828
First Lien Debt | Pharmaceuticals    
Schedule of Investments [Line Items]    
Cost [1]   12,398
Fair Value   12,629
First Lien Debt | Professional Services    
Schedule of Investments [Line Items]    
Cost [1]   116,655
Fair Value   118,043
First Lien Debt | Real Estate Management & Development    
Schedule of Investments [Line Items]    
Cost   168,456
Fair Value   168,090
First Lien Debt | Software    
Schedule of Investments [Line Items]    
Cost [1]   419,529
Fair Value   417,855
First Lien Debt | Wireless Telecommunication Services    
Schedule of Investments [Line Items]    
Cost   5,840
Fair Value   5,840
Second Lien Debt    
Schedule of Investments [Line Items]    
Cost $ 78,803 146,014
Fair Value $ 69,367 $ 132,415
Second Lien Debt | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 1.80% 4.10%
Second Lien Debt | Health Care Providers & Services    
Schedule of Investments [Line Items]    
Cost [1]   $ 5,419
Fair Value   5,387
Second Lien Debt | IT Services    
Schedule of Investments [Line Items]    
Cost [1]   40,092
Fair Value   36,979
Second Lien Debt | Software    
Schedule of Investments [Line Items]    
Cost   23,808
Fair Value   19,233
Other Debt Investments    
Schedule of Investments [Line Items]    
Cost $ 9,755 3,410
Fair Value $ 9,198 $ 2,064
Other Debt Investments | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 0.20% 0.10%
Equity    
Schedule of Investments [Line Items]    
Cost $ 54,683 $ 49,939
Fair Value $ 58,391 $ 54,538
Equity | Investment Owned at Fair Value | Investment Type Concentration Risk    
Schedule of Investments [Line Items]    
% of Total Investments at Fair Value 1.50% 1.70%
Equity | Aerospace & Defense    
Schedule of Investments [Line Items]    
Cost $ 654  
Fair Value 446  
Equity | Automobile Components    
Schedule of Investments [Line Items]    
Cost 850  
Fair Value 1,463  
Equity | Commercial Services & Supplies    
Schedule of Investments [Line Items]    
Cost 1,907  
Fair Value 3,257  
Equity | Containers & Packaging    
Schedule of Investments [Line Items]    
Cost 2,791  
Fair Value 1,722  
Equity | Distributors    
Schedule of Investments [Line Items]    
Cost 0  
Fair Value 0  
Equity | Diversified Consumer Services    
Schedule of Investments [Line Items]    
Cost 1,303  
Fair Value 1,258  
Equity | Electrical Equipment    
Schedule of Investments [Line Items]    
Cost 150  
Fair Value 150  
Equity | Food Products    
Schedule of Investments [Line Items]    
Cost 2,013  
Fair Value 1,028  
Equity | Health Care Providers & Services    
Schedule of Investments [Line Items]    
Cost 4,955  
Fair Value 4,910  
Equity | Insurance Services    
Schedule of Investments [Line Items]    
Cost 4,704  
Fair Value 4,727  
Equity | IT Services    
Schedule of Investments [Line Items]    
Cost 13,882  
Fair Value 18,845  
Equity | Professional Services    
Schedule of Investments [Line Items]    
Cost 3,492  
Fair Value 2,149  
Equity | Software    
Schedule of Investments [Line Items]    
Cost 16,045  
Fair Value $ 16,666  
[1] The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
XML 57 R39.htm IDEA: XBRL DOCUMENT v3.25.0.1
FAIR VALUE MEASUREMENTS - Fair Value Levels (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value $ 3,791,494 $ 3,193,561
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 0 0
Level 1 | Cash equivalents    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 8,976 0
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 87,345 60,241
Level 2 | Cash equivalents    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 3,686,956 3,117,354
Level 3 | Cash equivalents    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Level 1, Level 2, and Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 3,774,301 3,177,595
Level 1, Level 2, and Level 3 | Cash equivalents    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 8,976 0
Net Asset Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 17,193 15,966
First Lien Debt | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 0 0
First Lien Debt | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 51,329 24,674
First Lien Debt | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 3,603,209 2,979,870
First Lien Debt | Level 1, Level 2, and Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 3,654,538 3,004,544
Second Lien Debt | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 0 0
Second Lien Debt | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 36,016 35,567
Second Lien Debt | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 33,351 96,848
Second Lien Debt | Level 1, Level 2, and Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 69,367 132,415
Other Debt Investments | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 0 0
Other Debt Investments | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 0 0
Other Debt Investments | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 9,198 2,064
Other Debt Investments | Level 1, Level 2, and Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 9,198 2,064
Equity | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 0 0
Equity | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 0 0
Equity | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value 41,198 38,572
Equity | Level 1, Level 2, and Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value $ 41,198 $ 38,572
XML 58 R40.htm IDEA: XBRL DOCUMENT v3.25.0.1
FAIR VALUE MEASUREMENTS - Level III Rollforward (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Fair value, beginning of period $ 3,117,354 $ 2,828,035
Purchases of investments 1,231,397 620,812
Proceeds from principal repayments and sales of investments (655,418) (359,835)
Accretion of discount/amortization of premium 14,615 11,187
Payment-in-kind 13,073 6,069
Transfers into/(out) of Level 3 (27,476) (26,924)
Fair value, end of period 3,686,956 3,117,354
Net change in unrealized appreciation (depreciation) from investments still held 2,109 37,840
Net change in unrealized appreciation (depreciation)    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Total gains or losses included in earnings $ 9,891 $ 37,892
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments
Net realized gains (losses)    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Total gains or losses included in earnings $ (16,480) $ 118
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Net realized gain (loss) on non-controlled/non-affiliated investments Net realized gain (loss) on non-controlled/non-affiliated investments
First Lien Debt    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Fair value, beginning of period $ 2,979,870 $ 2,668,749
Purchases of investments 1,220,903 618,914
Proceeds from principal repayments and sales of investments (594,707) (359,835)
Accretion of discount/amortization of premium 13,762 10,908
Payment-in-kind 9,091 3,417
Transfers into/(out) of Level 3 (27,476) 0
Fair value, end of period 3,603,209 2,979,870
Net change in unrealized appreciation (depreciation) from investments still held 4,259 37,547
First Lien Debt | Net change in unrealized appreciation (depreciation)    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Total gains or losses included in earnings 7,497 37,599
First Lien Debt | Net realized gains (losses)    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Total gains or losses included in earnings (5,731) 118
Second Lien Debt    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Fair value, beginning of period 96,848 122,891
Purchases of investments 836 86
Proceeds from principal repayments and sales of investments (59,230) 0
Accretion of discount/amortization of premium 837 269
Payment-in-kind 842 532
Transfers into/(out) of Level 3 0 (26,924)
Fair value, end of period 33,351 96,848
Net change in unrealized appreciation (depreciation) from investments still held (1,256) (6)
Second Lien Debt | Net change in unrealized appreciation (depreciation)    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Total gains or losses included in earnings 3,723 (6)
Second Lien Debt | Net realized gains (losses)    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Total gains or losses included in earnings (10,505) 0
Other Debt Investments    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Fair value, beginning of period 2,064  
Purchases of investments 5,770  
Proceeds from principal repayments and sales of investments 0  
Accretion of discount/amortization of premium 16  
Payment-in-kind 560  
Transfers into/(out) of Level 3 0  
Fair value, end of period 9,198 2,064
Net change in unrealized appreciation (depreciation) from investments still held 788  
Other Debt Investments | Net change in unrealized appreciation (depreciation)    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Total gains or losses included in earnings 788  
Other Debt Investments | Net realized gains (losses)    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Total gains or losses included in earnings 0  
Equity    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Fair value, beginning of period 38,572  
Purchases of investments 3,888  
Proceeds from principal repayments and sales of investments (1,481)  
Accretion of discount/amortization of premium 0  
Payment-in-kind 2,580  
Transfers into/(out) of Level 3 0  
Fair value, end of period 41,198 38,572
Net change in unrealized appreciation (depreciation) from investments still held (1,682)  
Equity | Net change in unrealized appreciation (depreciation)    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Total gains or losses included in earnings (2,117)  
Equity | Net realized gains (losses)    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Total gains or losses included in earnings (244)  
Other Securities    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Fair value, beginning of period $ 40,636 36,395
Purchases of investments   1,812
Proceeds from principal repayments and sales of investments   0
Accretion of discount/amortization of premium   10
Payment-in-kind   2,120
Transfers into/(out) of Level 3   0
Fair value, end of period   40,636
Net change in unrealized appreciation (depreciation) from investments still held   299
Other Securities | Net change in unrealized appreciation (depreciation)    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Total gains or losses included in earnings   299
Other Securities | Net realized gains (losses)    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Total gains or losses included in earnings   $ 0
XML 59 R41.htm IDEA: XBRL DOCUMENT v3.25.0.1
FAIR VALUE MEASUREMENTS - Unobservable Inputs (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 3,791,494 $ 3,193,561
Level 3    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value 3,686,956 3,117,354
Level 3 | First Lien Debt    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value 3,603,209 2,979,870
Level 3 | First Lien Debt | Yield Analysis | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 3,597,236 $ 2,979,870
Level 3 | First Lien Debt | Yield Analysis | Low | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.0805 0.0861
Level 3 | First Lien Debt | Yield Analysis | High | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.3406 0.2509
Level 3 | First Lien Debt | Yield Analysis | Weighted Average(3) | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.1031 0.1100
Level 3 | First Lien Debt | Market Approach | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 5,973  
Level 3 | First Lien Debt | Market Approach | Weighted Average(3) | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.065  
Level 3 | Second Lien Debt    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 33,351 $ 96,848
Level 3 | Second Lien Debt | Yield Analysis | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 33,351 $ 96,848
Level 3 | Second Lien Debt | Yield Analysis | Low | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.1018 0.1080
Level 3 | Second Lien Debt | Yield Analysis | High | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.1641 0.3113
Level 3 | Second Lien Debt | Yield Analysis | Weighted Average(3) | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.1509 0.1437
Level 3 | Other Debt Investments    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 9,198 $ 2,064
Level 3 | Other Debt Investments | Yield Analysis | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 8,313  
Level 3 | Other Debt Investments | Yield Analysis | Low | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.0942  
Level 3 | Other Debt Investments | Yield Analysis | High | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.1490  
Level 3 | Other Debt Investments | Yield Analysis | Weighted Average(3) | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.1074  
Level 3 | Other Debt Investments | Income Approach | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value   $ 1,894
Level 3 | Other Debt Investments | Income Approach | Low | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input   0.1460
Level 3 | Other Debt Investments | Income Approach | High | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input   0.1460
Level 3 | Other Debt Investments | Income Approach | Weighted Average(3) | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input   0.1460
Level 3 | Other Debt Investments | Market Approach | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 885 $ 170
Level 3 | Other Debt Investments | Market Approach | Low | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input   9
Level 3 | Other Debt Investments | Market Approach | High | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input   9
Level 3 | Other Debt Investments | Market Approach | Weighted Average(3) | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 9 9
Level 3 | Preferred equity | Income Approach | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 22,694 $ 18,758
Level 3 | Preferred equity | Income Approach | Low | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.1215 0.1219
Level 3 | Preferred equity | Income Approach | High | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.1750 0.1568
Level 3 | Preferred equity | Income Approach | Weighted Average(3) | Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.1371 0.1347
Level 3 | Preferred equity | Market Approach | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 923 $ 1,275
Level 3 | Preferred equity | Market Approach | Low | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input   7.5
Level 3 | Preferred equity | Market Approach | High | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input   7.5
Level 3 | Preferred equity | Market Approach | Weighted Average(3) | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 8.5 7.5
Level 3 | Common equity | Market Approach | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 14,442 $ 16,600
Level 3 | Common equity | Market Approach | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 3,139 $ 1,939
Level 3 | Common equity | Market Approach | Low | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 3.9 8.1
Level 3 | Common equity | Market Approach | Low | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 7.6 7.6
Level 3 | Common equity | Market Approach | High | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 18.7 18.7
Level 3 | Common equity | Market Approach | High | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 12.7 9.8
Level 3 | Common equity | Market Approach | Weighted Average(3) | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 13.47 13.26
Level 3 | Common equity | Market Approach | Weighted Average(3) | EBITDA Multiple    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 8.8 8.47
Level 3 | Other Security Investments, Unsecured Debt | Yield Analysis    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Fair Value $ 2,010  
XML 60 R42.htm IDEA: XBRL DOCUMENT v3.25.0.1
FAIR VALUE MEASUREMENTS - Carrying Value and Fair Value of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
2027 Notes | Senior Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Unamortized debt issuance costs $ 2,374 $ 3,499
Unamortized original issuance discount 452 667
2025 Notes | Senior Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Unamortized debt issuance costs 856 2,065
Unamortized original issuance discount 0 0
2029 Notes | Senior Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Unamortized debt issuance costs 3,297 0
Unamortized original issuance discount 3,398 0
Carrying Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 1,973,479 1,496,032
Carrying Value | BNP Funding Facility | Line of Credit | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 316,000 282,000
Carrying Value | Truist Credit Facility | Line of Credit | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 617,401 520,263
Carrying Value | 2027 Notes | Senior Notes | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 422,174 420,834
Carrying Value | 2025 Notes | Senior Notes | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 274,144 272,935
Carrying Value | 2029 Notes | Senior Notes | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 343,760 0
Carrying Value | CIBC Substriction Facility | Line of Credit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Fair Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 1,977,226 1,484,880
Fair Value | BNP Funding Facility | Line of Credit | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 316,000 282,000
Fair Value | Truist Credit Facility | Line of Credit | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 617,401 520,263
Fair Value | 2027 Notes | Senior Notes | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 418,370 407,617
Fair Value | 2025 Notes | Senior Notes | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 275,000 275,000
Fair Value | 2029 Notes | Senior Notes | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 350,455 0
Fair Value | CIBC Substriction Facility | Line of Credit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt $ 0 $ 0
XML 61 R43.htm IDEA: XBRL DOCUMENT v3.25.0.1
DEBT - Schedule of Debt Obligations (Details)
€ in Thousands, £ in Thousands, $ in Thousands, $ in Thousands
Dec. 31, 2024
USD ($)
Dec. 31, 2024
EUR (€)
Dec. 31, 2024
CAD ($)
Dec. 31, 2024
GBP (£)
Dec. 31, 2023
USD ($)
Dec. 31, 2023
EUR (€)
Dec. 31, 2023
CAD ($)
Dec. 31, 2023
GBP (£)
Sep. 13, 2022
USD ($)
Feb. 11, 2022
USD ($)
Debt Instrument [Line Items]                    
Aggregate Principal Committed $ 2,950,000       $ 2,420,000          
Outstanding Principal 1,983,401       1,502,263          
Unused Portion 964,770       917,484          
CIBC Substriction Facility | Line of Credit                    
Debt Instrument [Line Items]                    
Aggregate Principal Committed 0       0          
Outstanding Principal 0       0          
Unused Portion 0       0          
BNP Funding Facility | Line of Credit                    
Debt Instrument [Line Items]                    
Aggregate Principal Committed 600,000       600,000          
Outstanding Principal 316,000       282,000          
Unused Portion 284,000       318,000          
Truist Credit Facility | Line of Credit                    
Debt Instrument [Line Items]                    
Aggregate Principal Committed 1,300,000 € 3,298 $ 300 £ 1,020 1,120,000 € 238 $ 0 £ 0    
Outstanding Principal 617,401       520,263          
Unused Portion 680,770       599,484          
Outstanding letters of credit 1,828       253          
2027 Notes | Senior Notes                    
Debt Instrument [Line Items]                    
Aggregate Principal Committed 425,000       425,000         $ 425,000
Outstanding Principal 425,000       425,000          
Unused Portion 0       0          
Unamortized debt issuance costs 2,374       3,499          
Unamortized original issuance discount 452       667          
2025 Notes | Senior Notes                    
Debt Instrument [Line Items]                    
Aggregate Principal Committed 275,000       275,000       $ 275,000  
Outstanding Principal 275,000       275,000          
Unused Portion 0       0          
Unamortized debt issuance costs 856       2,065          
Unamortized original issuance discount 0       0          
2029 Notes | Senior Notes                    
Debt Instrument [Line Items]                    
Aggregate Principal Committed 350,000       0          
Outstanding Principal 350,000       0          
Unused Portion 0       0          
Unamortized debt issuance costs 3,297       0          
Unamortized original issuance discount $ 3,398       $ 0          
XML 62 R44.htm IDEA: XBRL DOCUMENT v3.25.0.1
DEBT - Summary Information of Debt Obligations (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Debt Disclosure [Abstract]      
Combined weighted average interest rate 6.90% 6.85% 4.41%
Combined weighted average effective interest rate 6.46% 6.51% 4.05%
Combined weighted average debt outstanding $ 1,681,358 $ 1,576,285 $ 1,432,492
XML 63 R45.htm IDEA: XBRL DOCUMENT v3.25.0.1
DEBT - Narrative (Details)
€ in Thousands, £ in Thousands, $ in Thousands, $ in Thousands
3 Months Ended 12 Months Ended
May 17, 2024
USD ($)
Dec. 31, 2019
Dec. 31, 2023
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
Dec. 31, 2024
EUR (€)
Dec. 31, 2024
CAD ($)
Dec. 31, 2024
GBP (£)
Dec. 31, 2023
EUR (€)
Dec. 31, 2023
CAD ($)
Dec. 31, 2023
GBP (£)
Sep. 13, 2022
USD ($)
Feb. 11, 2022
USD ($)
Jul. 16, 2021
USD ($)
Debt Instrument [Line Items]                              
Outstanding amount     $ 1,502,263 $ 1,983,401 $ 1,502,263                    
Available capacity     917,484 $ 964,770 917,484                    
Unused fee percentage       0.375%                      
Aggregate principal amount     $ 2,420,000 $ 2,950,000 2,420,000                    
Interest Rate Swap, Series 2029 Notes                              
Debt Instrument [Line Items]                              
Fair Value [1],[2],[3]       $ 445                      
BNP Funding Facility | Line of Credit                              
Debt Instrument [Line Items]                              
Weighted average interest rate     7.51% 7.77%   3.90%                  
Maximum borrowing capacity       $ 600,000                      
Outstanding amount     $ 282,000 316,000 282,000                    
Available capacity     318,000 284,000 318,000                    
Aggregate principal amount     600,000 $ 600,000 $ 600,000                    
BNP Funding Facility | Base Rate | Line of Credit | Low | 1-month Period                              
Debt Instrument [Line Items]                              
Interest rate       2.25%                      
BNP Funding Facility | Base Rate | Line of Credit | High | 3-month Period                              
Debt Instrument [Line Items]                              
Interest rate       2.75%                      
Truist Credit Facility | Line of Credit                              
Debt Instrument [Line Items]                              
Weighted average interest rate       7.15% 7.02% 3.68%                  
Maximum borrowing capacity       $ 1,950,000                     $ 1,300,000
Outstanding amount     520,263 617,401 $ 520,263                    
Available capacity     599,484 680,770 599,484                    
Aggregate principal amount     1,120,000 $ 1,300,000 1,120,000   € 3,298 $ 300 £ 1,020 € 238 $ 0 £ 0      
Truist Credit Facility | Line of Credit | Variable Rate Component Two                              
Debt Instrument [Line Items]                              
Interest rate       0.875%                      
Truist Credit Facility | Line of Credit | Variable Rate Component One                              
Debt Instrument [Line Items]                              
Interest rate       0.75%                      
Truist Credit Facility | Federal Resere Bank of New York Rate | Line of Credit                              
Debt Instrument [Line Items]                              
Interest rate       0.50%                      
Truist Credit Facility | Eurodollar | Line of Credit                              
Debt Instrument [Line Items]                              
Interest rate       1.875%                      
Truist Credit Facility | Secured Overnight Financing Rate (SOFR) | Line of Credit                              
Debt Instrument [Line Items]                              
Interest rate       1.00%                      
2027 Notes | Senior Notes                              
Debt Instrument [Line Items]                              
Outstanding amount     425,000 $ 425,000 425,000                    
Available capacity     0 0 0                    
Aggregate principal amount     $ 425,000 $ 425,000 $ 425,000                 $ 425,000  
Stated interest rate     4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50%   4.50%  
Percentage of holders representing outstanding principal                           85.87%  
2025 Notes | Senior Notes                              
Debt Instrument [Line Items]                              
Outstanding amount     $ 275,000 $ 275,000 $ 275,000                    
Available capacity     0 0 0                    
Aggregate principal amount     $ 275,000 $ 275,000 $ 275,000               $ 275,000    
Stated interest rate     7.55% 7.55% 7.55% 7.55% 7.55% 7.55% 7.55% 7.55% 7.55% 7.55% 7.55%    
2029 Notes | Senior Notes                              
Debt Instrument [Line Items]                              
Outstanding amount     $ 0 $ 350,000 $ 0                    
Available capacity     0 0 0                    
Aggregate principal amount     $ 0 $ 350,000 $ 0                    
Stated interest rate 6.15%   0.00% 6.15% 0.00% 0.00% 6.15% 6.15% 6.15% 0.00% 0.00% 0.00%      
2029 Notes | Senior Notes | Interest Rate Swap, Series 2029 Notes                              
Debt Instrument [Line Items]                              
Aggregate principal amount $ 350                            
Stated interest rate 6.413%                            
2029 Notes | Secured Overnight Financing Rate (SOFR) | Senior Notes | Interest Rate Swap, Series 2029 Notes                              
Debt Instrument [Line Items]                              
Interest rate 2.37%                            
CIBC Substriction Facility | Line of Credit                              
Debt Instrument [Line Items]                              
Outstanding amount     $ 0 $ 0 $ 0                    
Available capacity     0 0 0                    
Aggregate principal amount     $ 0 $ 0 $ 0                    
CIBC Substriction Facility | Line of Credit | Revolving Credit Facility                              
Debt Instrument [Line Items]                              
Weighted average interest rate     0.00% 0.00%   3.13%                  
CIBC Substriction Facility | Prime Rate | Line of Credit | Revolving Credit Facility                              
Debt Instrument [Line Items]                              
Interest rate   0.65%                          
CIBC Substriction Facility | London Interbank Offered Rate (LIBOR)1 | Line of Credit | Revolving Credit Facility                              
Debt Instrument [Line Items]                              
Interest rate   1.65%                          
[1]
Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedging item within interest expense.
[2] For further details, see Note 6 “Debt” to our consolidated financial statements included in this report.
[3] Contains a variable rate structure. Bears interest at a rate determined by SOFR.
XML 64 R46.htm IDEA: XBRL DOCUMENT v3.25.0.1
DEBT - Schedule of Long-Term Debt (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
May 17, 2024
Sep. 13, 2022
Feb. 11, 2022
Debt Instrument [Line Items]              
Amortization of deferred financing costs   $ 3,726 $ 3,249 $ 3,735      
Net unrealized (appreciation) depreciation on interest rate swap attributed to unsecured notes   10 0 0      
Total   122,928 112,883 67,182      
BNP Funding Facility | Line of Credit              
Debt Instrument [Line Items]              
Borrowing interest expense $ 27,086 20,662   15,376      
Facility unused commitment fees 771 2,068   507      
Amortization of deferred financing costs 1,257 1,650   1,145      
Total $ 29,114 $ 24,380   $ 17,028      
Weighted average interest rate 7.51% 7.77%   3.90%      
Weighted average outstanding balance $ 355,507 $ 261,541   $ 389,216      
Truist Credit Facility | Line of Credit              
Debt Instrument [Line Items]              
Borrowing interest expense   36,415 37,055 11,959      
Facility unused commitment fees   2,912 2,287 2,487      
Amortization of deferred financing costs   2,077 1,992 1,243      
Total   $ 41,404 $ 41,334 $ 15,689      
Weighted average interest rate   7.15% 7.02% 3.68%      
Weighted average outstanding balance   $ 500,828 $ 520,778 $ 320,955      
2027 Notes | Senior Notes              
Debt Instrument [Line Items]              
Borrowing interest expense   19,125 19,125 17,000      
Accretion of original issuance discount   215 214 190      
Amortization of debt issuance costs   1,133 1,122 996      
Total   $ 20,473 $ 20,461 $ 18,186      
Stated interest rate 4.50% 4.50% 4.50% 4.50%     4.50%
2025 Notes | Senior Notes              
Debt Instrument [Line Items]              
Borrowing interest expense   $ 20,762 $ 20,762 $ 6,229      
Amortization of debt issuance costs   1,216 1,212 365      
Total   $ 21,978 $ 21,974 $ 6,594      
Stated interest rate 7.55% 7.55% 7.55% 7.55%   7.55%  
2029 Notes | Senior Notes              
Debt Instrument [Line Items]              
Borrowing interest expense   $ 13,393 $ 0 $ 0      
Accretion of original issuance discount   488 0 0      
Net unrealized (appreciation) depreciation on interest rate swap attributed to unsecured notes   10 0 0      
Amortization of debt issuance costs   802 0 0      
Total   $ 14,693 $ 0 $ 0      
Stated interest rate 0.00% 6.15% 0.00% 0.00% 6.15%    
CIBC Substriction Facility | Line of Credit | Revolving Credit Facility              
Debt Instrument [Line Items]              
Borrowing interest expense $ 0 $ 0   $ 8,312      
Facility unused commitment fees 0 0   26      
Amortization of deferred financing costs 0 0   1,347      
Total $ 0 $ 0   $ 9,685      
Weighted average interest rate 0.00% 0.00%   3.13%      
Weighted average outstanding balance $ 0 $ 0   $ 262,184      
XML 65 R47.htm IDEA: XBRL DOCUMENT v3.25.0.1
COMMITMENTS AND CONTINGENCIES (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Delayed Draw and Revolving Senior Secured Loans  
Financial Support for Nonconsolidated Legal Entity [Line Items]  
Unfunded commitments $ 294,950
XML 66 R48.htm IDEA: XBRL DOCUMENT v3.25.0.1
NET ASSETS - Schedule of Distributable Earnings (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Investment Company, Net Assets [Roll Forward]      
Total distributable earnings (loss), beginning of period $ 8,459    
Net investment income (loss) after taxes 220,235 $ 198,061 $ 128,010
Net realized gain (loss) (16,480) 118 537
Net unrealized appreciation (depreciation) 11,904 32,835 (80,005)
Dividends declared (195,729) (169,291) (119,437)
Total distributable earnings (loss), end of period 29,624 8,459  
Total distributable earnings (loss)      
Investment Company, Net Assets [Roll Forward]      
Total distributable earnings (loss), beginning of period 8,459 (54,779) 15,782
Net investment income (loss) after taxes 220,235 198,061 128,010
Net realized gain (loss) (16,467) 118 537
Net unrealized appreciation (depreciation) 11,796 32,835 (80,005)
Dividends declared (195,729) (169,291) (119,437)
Tax reclassification of stockholders’ equity 1,330 1,515 334
Total distributable earnings (loss), end of period $ 29,624 $ 8,459 $ (54,779)
XML 67 R49.htm IDEA: XBRL DOCUMENT v3.25.0.1
NET ASSETS - Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
Jan. 26, 2024
Jan. 25, 2024
Company 10b5-1 Plan    
Subsidiary, Sale of Stock [Line Items]    
Share repurchase, authorized amount   $ 100.0
IPO    
Subsidiary, Sale of Stock [Line Items]    
Shares Issued (in shares) 5,000,000  
Sale of stock (in dollars per share) $ 20.67  
Sale of stock, consideration received $ 97.1  
XML 68 R50.htm IDEA: XBRL DOCUMENT v3.25.0.1
NET ASSETS - Shares Issued From Capital Drawdowns (Details) - USD ($)
$ in Thousands
12 Months Ended
Oct. 04, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Equity [Abstract]        
Shares Issued (in shares) 10,680,808   10,680,808  
Amount $ 220,238 $ 95,847 $ 220,238 $ 249,291
XML 69 R51.htm IDEA: XBRL DOCUMENT v3.25.0.1
NET ASSETS - Distributions Declared and Payable (Details) - $ / shares
12 Months Ended
Jan. 25, 2024
Jan. 25, 2023
Dec. 31, 2024
Dec. 31, 2023
Dividends Payable [Line Items]        
Per Share Amount (in dollars per share)     $ 2.20 $ 2.27
Shares (in shares)     2,299,108 2,231,770
DRIP Shares Issued (in shares) 615,660 445,235    
O 2024 M2 Aggregate Dividends        
Dividends Payable [Line Items]        
Per Share Amount (in dollars per share)     $ 0.50  
Shares (in shares)     512,519  
O 2024 M5 Aggregate Dividends        
Dividends Payable [Line Items]        
Per Share Amount (in dollars per share)     $ 0.50  
Shares (in shares)     553,637  
S 2024 M1 Dividends Paid In October 2024        
Dividends Payable [Line Items]        
Special distribution (in dollars per share)     $ 0.10  
Shares (in shares)     111,159  
O 2024 M8 Aggregate Dividends        
Dividends Payable [Line Items]        
Per Share Amount (in dollars per share)     $ 0.50  
Shares (in shares)     546,673  
S 2024 M1 Dividends Paid January 2025        
Dividends Payable [Line Items]        
Per Share Amount (in dollars per share)     $ 0.10  
Shares (in shares)     101,485  
O 2024 M11 Aggregate Dividends        
Dividends Payable [Line Items]        
Per Share Amount (in dollars per share)     $ 0.50  
Shares (in shares)     473,635  
O 2023 M3 Aggregate Dividends        
Dividends Payable [Line Items]        
Per Share Amount (in dollars per share)       $ 0.50
Shares (in shares)       482,721
O 2023 M6 Aggregate Dividends        
Dividends Payable [Line Items]        
Per Share Amount (in dollars per share)       $ 0.57
Shares (in shares)       554,001
O 2023 M9 Aggregated Dividends        
Dividends Payable [Line Items]        
Per Share Amount (in dollars per share)       $ 0.60
Shares (in shares)       579,388
O 2023 M12 Aggregated Dividends        
Dividends Payable [Line Items]        
Per Share Amount (in dollars per share)       $ 0.60
Shares (in shares)       615,660
O 2023 M6 Dividends        
Dividends Payable [Line Items]        
Supplemental distribution (in dollars per share)       $ 0.07
O 2023 M9 Dividends        
Dividends Payable [Line Items]        
Supplemental distribution (in dollars per share)       $ 0.10
XML 70 R52.htm IDEA: XBRL DOCUMENT v3.25.0.1
NET ASSETS - Summary of Shares Repurchased (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended
Dec. 31, 2024
Nov. 30, 2024
Nov. 07, 2024
Oct. 31, 2024
Sep. 30, 2024
Aug. 31, 2024
Jul. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Equity, Class of Treasury Stock [Line Items]                        
Average price paid per share (in dollars per share)               $ 0.01 $ 0 $ 0 $ 0 $ 0
Company 10b5-1 Plan                        
Equity, Class of Treasury Stock [Line Items]                        
Total number of shares purchased (in shares) 0 307,336 11,401 187,607 172,513 217,796 39,344 924,596        
Average price paid per share (in dollars per share) $ 0 $ 20.34 $ 20.31 $ 19.99 $ 20.04 $ 20.10 $ 19.99          
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (in shares) 0 307,336   187,607 172,513 217,796 39,344 924,596        
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) $ 81,900 $ 81,900   $ 87,600 $ 91,400 $ 94,800 $ 99,200 $ 81,900        
XML 71 R53.htm IDEA: XBRL DOCUMENT v3.25.0.1
EARNINGS (LOSS) PER SHARE (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Earnings Per Share [Abstract]          
Numerator—net increase/(decrease) in net assets resulting from operations $ 215,564 $ 231,014 $ 48,542    
Weighted average shares outstanding - basic (in shares) 88,649,149 74,239,743 61,676,363 31,159,302 7,559,426
Weighted average shares outstanding - diluted (in shares) 88,649,149 74,239,743 61,676,363 31,159,302 7,559,426
Basic earnings (loss) per share (in dollars per share) $ 2.43 $ 3.11 $ 0.79    
Diluted earnings (loss) per share (in dollars per share) $ 2.43 $ 3.11 $ 0.79    
XML 72 R54.htm IDEA: XBRL DOCUMENT v3.25.0.1
INCOME TAXES - Schedule of Tax Character of Distributions (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Distributions paid from:      
Ordinary income (including net short-term capital gains) $ 195,611 $ 168,975 $ 119,433
Net long-term capital gains 118 316 4
Total taxable distributions $ 195,729 $ 169,291 $ 119,437
XML 73 R55.htm IDEA: XBRL DOCUMENT v3.25.0.1
INCOME TAXES - Narrative (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Investments, Owned, Federal Income Tax Note [Line Items]  
Capital loss carryforward $ 17,387
Tax Year 2025  
Investments, Owned, Federal Income Tax Note [Line Items]  
Capital loss carryforward 68,618
Ordinary income  
Investments, Owned, Federal Income Tax Note [Line Items]  
Capital loss carryforward 11,768
Ordinary income | Tax Year 2025  
Investments, Owned, Federal Income Tax Note [Line Items]  
Capital loss carryforward 68,618
Capital gains  
Investments, Owned, Federal Income Tax Note [Line Items]  
Capital loss carryforward 5,619
Capital gains | Tax Year 2025  
Investments, Owned, Federal Income Tax Note [Line Items]  
Capital loss carryforward $ 0
XML 74 R56.htm IDEA: XBRL DOCUMENT v3.25.0.1
INCOME TAXES - Schedule of Book-to-Tax Distributions (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Paid-in capital in excess of par value      
Investment Company, Changes in Net Assets [Line Items]      
Increase (decrease) due to reclassifications $ (1,330) $ (1,515) $ (334)
Total distributable earnings (loss)      
Investment Company, Changes in Net Assets [Line Items]      
Increase (decrease) due to reclassifications $ 1,330 $ 1,515 $ 334
XML 75 R57.htm IDEA: XBRL DOCUMENT v3.25.0.1
INCOME TAXES - Schedule of Cost of Investments (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Gross unrealized appreciation $ 38,155 $ 19,066 $ 6,529
Gross unrealized depreciation (59,527) (52,242) (72,587)
Net unrealized appreciation (depreciation) (21,372) (33,176) (66,058)
Tax cost of investments at year end $ 3,813,066 $ 3,226,720 $ 2,939,635
XML 76 R58.htm IDEA: XBRL DOCUMENT v3.25.0.1
CONSOLIDATED FINANCIAL HIGHLIGHTS (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Jan. 26, 2024
Investment Company, Financial Highlights [Roll Forward]            
Net asset value, beginning of period (in dollars per share) $ 20.67 $ 19.81 $ 20.91 $ 20.08 $ 20.00  
Net investment income (loss) (in dollars per share) 2.48 2.67 2.08 2.34 1.41  
Net unrealized and realized gain (loss) (in dollars per share) (0.07) 0.46 (1.26) 0.52 (0.28)  
Net increase (decrease) in net assets resulting from operations (in dollars per share) 2.41 3.13 0.82 2.86 1.13  
Dividends declared (in dollars per share) (2.20) (2.27) (1.92) (2.07) (1.30)  
Repurchase of common stock (in dollars per share) 0.01 0 0 0 0  
Issuance of common stock, net of underwriting and offering costs (in dollars per share) (0.08) 0 0 0.04 0.25  
Total increase (decrease) in net assets (in dollars per share) 0.14 0.86 (1.10) 0.83 0.08  
Net asset value, end of period (in dollars per share) 20.81 $ 20.67 $ 19.81 $ 20.91 $ 20.08  
Per share market value, end of period (in dollars per share) $ 20.66          
Shares outstanding, end of period (in shares) 88,511,089 83,278,831 70,536,678 56,838,027 15,024,425  
Weighted average shares outstanding - basic (in shares) 88,649,149 74,239,743 61,676,363 31,159,302 7,559,426  
Weighted average shares outstanding - diluted (in shares) 88,649,149 74,239,743 61,676,363 31,159,302 7,559,426  
Total return based on net asset value (in percent) 12.00% 16.40% 3.99% 14.83% 7.07%  
Total return based on market value (in percent) 11.19%          
Ratio/Supplemental Data (all amounts in thousands except ratios and shares):            
Net assets, end of period (in shares) $ 1,842,156 $ 1,721,151 $ 1,397,305 $ 1,188,587 $ 301,620  
Ratio of net expenses to average net assets 10.52% 11.14% 7.99% 6.77% 7.02%  
Ratio of expenses before waivers to average net assets 11.38% 12.65% 9.55% 8.26% 8.20%  
Ratio of net investment income to average net assets 11.83% 13.01% 9.97% 10.55% 6.62%  
Ratio of total contributed capital to total committed capital, end of period   100.00% 86.48% 88.87% 20.57%  
Asset coverage ratio 193.00% 215.00% 191.00% 195.00% 190.00%  
Portfolio turnover rate 18.85% 11.98% 14.87% 27.18% 31.11%  
IPO            
Ratio/Supplemental Data (all amounts in thousands except ratios and shares):            
Sale of stock (in dollars per share)           $ 20.67
XML 77 R59.htm IDEA: XBRL DOCUMENT v3.25.0.1
Segment Reporting (Details)
12 Months Ended
Dec. 31, 2024
segment
Segment Reporting [Abstract]  
Number of operating segments 1
Number of reportable segments 1
XML 78 R60.htm IDEA: XBRL DOCUMENT v3.25.0.1
SUBSEQUENT EVENTS - Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
1 Months Ended 12 Months Ended
Feb. 25, 2025
Dec. 31, 2024
Nov. 30, 2024
Nov. 07, 2024
Oct. 31, 2024
Sep. 30, 2024
Aug. 31, 2024
Jul. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Feb. 27, 2025
Jan. 14, 2025
Jan. 25, 2024
Jul. 16, 2021
Subsequent Event [Line Items]                                  
Average price paid per share (in dollars per share)                 $ 0.01 $ 0 $ 0 $ 0 $ 0        
Company 10b5-1 Plan                                  
Subsequent Event [Line Items]                                  
Share repurchase, authorized amount                               $ 100  
Total number of shares purchased (in shares)   0 307,336 11,401 187,607 172,513 217,796 39,344 924,596                
Average price paid per share (in dollars per share)   $ 0 $ 20.34 $ 20.31 $ 19.99 $ 20.04 $ 20.10 $ 19.99                  
Truist Credit Facility | Line of Credit                                  
Subsequent Event [Line Items]                                  
Maximum borrowing capacity   $ 1,950             $ 1,950               $ 1,300
Subsequent Event                                  
Subsequent Event [Line Items]                                  
Per share amount (in dollars per share) $ 0.50                                
Subsequent Event | Company 10b5-1 Plan                                  
Subsequent Event [Line Items]                                  
Share repurchase, authorized amount                           $ 100      
Subsequent Event | Truist Credit Facility | Line of Credit                                  
Subsequent Event [Line Items]                                  
Maximum borrowing capacity $ 1,450                                
Interest rate 1.775%                                
Subsequent Event | 2029 Notes | Senior Notes                                  
Subsequent Event [Line Items]                                  
Percentage of outstanding principal                             99.32%    
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