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Subsequent Events
9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events

Note 10. Subsequent Events

 

Management has evaluated subsequent events through the date of issuance of these consolidated financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the consolidated financial statements other than those disclosed below.

October Financial Update and Distribution Declaration

On October 1, 2023, the Company issued and sold 11,199,047 shares (consisting of 8,290,439 Class I shares, 2,861,620 Class S shares, and 46,988 Class D shares at an offering price of $24.55 per share for the Class I, Class S, and Class D shares), and the Company received approximately $274.9 million as payment for such shares.

On October 24, 2023, the Company's Board declared distributions of $0.1623 per Class S Share, $0.1748 per Class D share, and $0.1800 per Class I share which is payable on or around November 29, 2023 to shareholders of record as of October 31, 2023. Additionally, the Company will pay a special distribution of $0.02 per share on or around November 29, 2023 to all shareholders of record as of October 31, 2023.

November Subscriptions

The Company received approximately $220 million of net proceeds relating to the issuance of Class S shares, Class D shares, and Class I shares for subscriptions effective November 1, 2023.


Credit Facility Agreements

Merlin Funding LLC

On October 6, 2023, Merlin Funding LLC (“Merlin Funding”), a wholly owned, consolidated subsidiary of the Company, entered into a credit facility (the “Merlin Credit Facility”), among Merlin Funding as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent and as a lender, and Deutsche Bank National Trust Company, as collateral agent, account bank and collateral custodian. From time to time Merlin Funding expects to use amounts borrowed under the Merlin Credit Facility to acquire eligible assets from the secondary market, composed primarily of first priority broadly syndicated corporate loans. The Merlin Credit Facility provides for the ability to draw and re-draw revolving loans for a period of up to two years after the closing date unless the commitments are terminated sooner as provided in the Merlin Credit Facility credit agreement. Amounts drawn under the Merlin Credit Facility will bear interest at the 1-month secured overnight financing rate published by the Federal Reserve Bank of New York (the “Term SOFR”), in each case, plus a margin. Borrowings under the Merlin Funding Credit Agreement bear interest at Term SOFR plus a spread of (x) to and excluding October 6, 2025, 1.60%, (y) from October 6, 2025 and prior to April 6, 2026, 2.20% and (z) from April 6, 2026 and thereafter, 2.40%. The Company serves as warehouse collateral manager to Merlin Funding.

 

 

Amended and Restated Senior Secured Facility

On October 12, 2023, the Company amended and extended its Senior Secured Facility. Lender commitments under the Senior Secured Facility increased from $2.085 billion to $2.185 billion and the Senior Secured Facility’s “accordion” feature that allows the Company to increase the size of the Senior Secured Facility increased from approximately $2.753 billion to approximately $3.278 billion.

The final maturity date under the Senior Secured Facility was extended by over one year from March 11, 2027 to October 12, 2028. The covenants and representations and warranties the Company is required to comply with were also modified (including, among other things, that the minimum shareholders’ equity test was reset), but the remaining terms and conditions of the Senior Secured Facility remain substantially the same.

Terms used in the foregoing paragraphs have the meanings set forth in the Senior Secured Facility. The description above is only a summary of the material provisions of the Senior Secured Facility and does not purport to be complete and is qualified in its entirety by reference to the provisions in such Senior Secured Facility, which is attached as exhibits.