Net Assets

9 Months Ended

Sep. 30, 2023

Asset Net [Abstract]

Net Assets

Note 7. Net Assets

The Company has the authority to issue an unlimited number of common shares of beneficial interest at $0.01 per share par value.

On July 22, 2021, an affiliate of the Adviser purchased 2,000 shares of the Company’s Class I common shares at $25.00 per share.

On January 7, 2022, the Company had satisfied the minimum offering requirement, and the Company’s Board authorized the release of proceeds from escrow. As of such date, the Company issued and sold 26,258,912 shares (consisting all of Class I shares at an offering price of $25.00 per share; no Class S or Class D shares were issued or sold as of such date), and the escrow agent released net proceeds of approximately $656,473 to the Company as payment for such shares.

The following table summarizes transactions in common shares of beneficial interest during the three and nine months ended September 30, 2023 and 2022:

	Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
	September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Class S:
Proceeds from shares sold		7,041,291	$	171,574		3,176,969	$	74,030		12,660,297	$	305,297		8,916,542	$	214,812
Repurchase of common shares		(109,366)		(2,685)		(2,131)		(49)		(211,304)		(5,136)		(7,233)		(165)
Early repurchase deduction		—		—		—		1		—		9		—		3
Distributions reinvested		201,357		4,906		64,142		1,495		483,863		11,612		95,242		2,248
Net increase (decrease)		7,133,282	$	173,795		3,238,980	$	75,477		12,932,856	$	311,782		9,004,551	$	216,898
Class D:
Proceeds from shares sold		58,969	$	1,441		120,416	$	2,817		91,115	$	2,201		120,416	$	2,817
Repurchase of common shares		—		—		—		—		—		—		—		—
Early repurchase deduction		—		—		—		—		—		—		—		—
Distributions reinvested		579		14		319		7		1,249		30		319		7
Net increase (decrease)		59,548	$	1,455		120,735	$	2,824		92,364	$	2,231		120,735	$	2,824
Class I:
Proceeds from shares sold		16,720,864	$	407,636		9,056,629	$	210,157		34,391,746	$	827,647		75,194,730	$	1,855,621
Repurchase of common shares		(1,882,529)		(46,210)		(250,113)		(5,744)		(10,923,813)		(262,835)		(326,288)		(7,486)
Early repurchase deduction		—		—		—		115		—		5		—		150
Distributions reinvested		919,582		22,397		655,606		15,268		2,588,602		62,000		1,302,235		31,087
Net increase (decrease)		15,757,917	$	383,823		9,462,122	$	219,796		26,056,535	$	626,817		76,170,677	$	1,879,372
Total net increase (decrease)		22,950,747	$	559,073		12,821,837	$	298,097		39,081,755	$	940,830		85,295,963	$	2,099,094

Net Asset Value per Share and Offering Price

The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class S, Class D and Class I common shares during the nine months ended September 30, 2023 and 2022:

	NAV Per Share
For the Month Ended	Class S		Class D		Class I
January 31, 2023	$	23.64	$	23.64	$	23.64
February 28, 2023		23.76		23.76		23.76
March 31, 2023		23.82		23.82		23.82
April 30, 2023		23.95		23.95		23.95
May 31, 2023		23.91		23.91		23.91
June 30, 2023		24.18		24.18		24.18
July 31, 2023		24.38		24.38		24.38
August 31, 2023		24.50		24.50		24.50
September 30, 2023		24.55		24.55		24.55

	NAV Per Share (1)
For the Month Ended	Class S		Class D		Class I
January 31, 2022	$	25.04	$	—	$	25.04
February 28, 2022		24.74		—		24.74
March 31, 2022		24.71		—		24.71
April 30, 2022		24.63		—		24.63
May 31, 2022		23.72		—		23.72
June 30, 2022		22.87		—		22.87
July 31, 2022		23.43		23.43		23.43
August 31, 2022		23.55		23.55		23.55
September 30, 2022		22.97		22.97		22.97

(1)Class D shares were first issued on July 1, 2022.

Distributions

The Board authorizes and declares monthly distribution amounts per share of Class S, Class D and Class I common shares. The following table presents distributions that were declared during the nine months ended September 30, 2023:

			Class S Distributions				Class D Distributions				Class I Distributions
Record Date	Declaration Date	Payment Date	Per Share		Amount*		Per Share		Amount*		Per Share		Amount*
January 31, 2023	January 20, 2023	February 24, 2023	$	0.1433	$	1,631	$	0.1551	$	18	$	0.1600	$	13,422
February 28, 2023	February 17, 2023	March 29, 2023		0.1446		1,703		0.1555		18		0.1600		13,675
February 28, 2023	January 20, 2023	March 29, 2023		0.0200		236		0.0200		2		0.0200		1,709	(1)
March 31, 2023	March 24, 2023	April 26, 2023		0.1428		1,803		0.1550		20		0.1600		14,193
March 31, 2023	January 20, 2023	April 26, 2023		0.0200		253		0.0200		3		0.0200		1,774	(1)
April 28, 2023	April 20, 2023	May 26, 2023		0.1434		1,964		0.1551		22		0.1600		14,345
April 28, 2023	January 20, 2023	May 26, 2023		0.0200		274		0.0200		3		0.0200		1,793	(1)
May 31, 2023	May 23, 2023	June 28, 2023		0.1427		2,169		0.1549		22		0.1600		14,759
May 31, 2023	April 20, 2023	June 28, 2023		0.0200		304		0.0200		3		0.0200		1,845	(1)
June 30, 2023	June 23, 2023	July 27, 2023		0.1433		2,392		0.1551		22		0.1600		15,329
June 30, 2023	May 23, 2023	July 27, 2023		0.0200		334		0.0200		3		0.0200		1,916	(1)
July 30, 2023	June 23, 2023	August 29, 2023		0.0200		381		0.0200		3		0.0200		1,945
July 31, 2023	July 20, 2023	August 29, 2023		0.1425		2,715		0.1549		22		0.1600		15,557	(1)
August 31, 2023	August 23, 2023	September 27, 2023		0.1424		2,948		0.1548		25		0.1600		16,333
August 31, 2023	July 20, 2023	September 27, 2023		0.0200		414		0.0200		3		0.0200		2,042	(1)
September 30, 2023	September 21, 2023	October 27, 2023		0.1629		3,888		0.1750		35		0.1800		19,779
			$	1.4479	$	23,409	$	1.5554	$	224	$	1.6000	$	150,416

* Totals may not foot due to rounding.

(1)Represents a special distribution.

The following table presents distributions that were declared during the nine months ended September 30, 2022:

				Class S Distributions				Class D Distributions				Class I Distributions
Record Date	Declaration Date		Payment Date	Per Share		Amount*		Per Share		Amount*		Per Share		Amount*
January 31, 2022		January 31, 2022	March 7, 2022	$	—	$	—	$	—	$	—	$	0.1045	$	2,744
February 28, 2022		February 28, 2022	April 1, 2022		0.1245		22		—		—		0.1408		6,096
March 29, 2022		March 29, 2022	April 29, 2022		0.1229		225		—		—		0.1408		7,472
April 30, 2022		April 21, 2022	May 26, 2022		0.1235		426		—		—		0.1408		8,388
May 31, 2022		May 20, 2022	June 28, 2022		0.1230		576		—		—		0.1408		9,105
June 30, 2022		June 22, 2022	July 28, 2022		0.1242		717		—		—		0.1408		9,404
July 29, 2022		July 25, 2022	August 29, 2022		0.1243		842		0.1359		3		0.1408		10,012
August 31, 2022		August 23, 2022	September 28, 2022		0.1239		956		0.1358		7		0.1408		10,366
September 30, 2022		September 22, 2022	October 28, 2022		0.1243		1,120		0.1360		16		0.1408		10,760
				$	0.9907	$	4,883	$	0.4077	$	27	$	1.2309	$	74,347

* Totals may not foot due to rounding.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Character of Distributions

The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

Through September 30, 2023, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the nine months ended September 30, 2023:

	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	1.4479	$	23,409	$	1.5554	$	224	$	1.6000	$	150,416
Net realized gains		—		—		—		—		—		—
Distributions in excess of net investment income		—		—		—		—		—		—
	$	1.4479	$	23,409	$	1.5554	$	224	$	1.6000	$	150,416

The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the nine months ended September 30, 2022:

	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	0.9907	$	4,884	$	0.4077	$	27	$	1.2309	$	74,347
Net realized gains		—		—		—		—		—		—
Distributions in excess of net investment income		—		—		—		—		—		—
	$	0.9907	$	4,884	$	0.4077	$	27	$	1.2309	$	74,347

Share Repurchase Program

At the discretion of our Board of Trustees, the Company has commenced a share repurchase program in which it intends to repurchase the Company’s common shares outstanding as of the close of the previous calendar quarter. The Board of Trustees may amend or suspend the share repurchase program if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Should the Board of Trustees suspend the share repurchase program, the Board of Trustees will consider whether the continued suspension of the program is in the best interests of the Company and shareholders on a quarterly basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

The following table presents information with respect to the Company’s share repurchases during the nine months ended September 30, 2023:

Repurchase Deadline Request	Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)	Price Paid Per Share	Repurchase Pricing Date	Amount Repurchased (all classes) (3)	Maximum number of shares that may yet be purchased under the repurchase plan (2)
March 15, 2023	5,512,759	5.94%	$23.82	March 31, 2023	$131,283	—
June 14, 2023	3,630,463	3.78%	$24.18	June 30, 2023	87,781	1,167,048
September 14, 2023	1,991,895	1.83%	$24.55	September 30, 2023	48,894	3,458,546

(1) Percentage is based on total shares as of the close of the previous calendar quarter

(2) All repurchase requests were satisfied in full

(3) Amounts shown net of Early Repurchase Deduction

The following table presents information with respect to the Company’s share repurchases during the nine months ended September 30, 2022:

Repurchase Deadline Request	Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)	Price Paid Per Share	Repurchase Pricing Date	Amount Repurchased (all classes) (3)	Maximum number of shares that may yet be purchased under the repurchase plan (2)
June 17, 2022	81,278	0.11%	$22.87	June 30, 2022	$1,821	2,745,085
September 13, 2022	252,244	0.01%	$22.97	September 30, 2022	5,677	3,623,806

(1) Percentage is based on total shares as of the close of the previous calendar quarter

(2) All repurchase requests were satisfied in full

(3) Amounts shown net of Early Repurchase Deduction