Debt

9 Months Ended

Sep. 30, 2024

Debt

Debt

7. Debt

On April 6, 2022, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, the lenders party thereto from time to time and ING Capital LLC (“ING”), as Administrative Agent (in such capacity, the “Administrative Agent”). The Credit Agreement had an initial multicurrency revolving loan commitment of $85,000, with uncommitted capacity to increase the revolving loan

commitments up to $500,000 in the form of dollar commitments or multicurrency commitments. On May 13, 2022, the Company entered into an Incremental Commitment and Assumption Agreement and First Amendment to Senior Secured Revolving Credit Agreement by and among the Company, the lenders party thereto, the assuming lenders party thereto and the Administrative Agent, pursuant to which, among other things, the Company amended the Credit Agreement to increase its revolving loan commitments

thereunder to $145,000, with $100,000 in the form of multicurrency commitments and $45,000 in the form of dollar commitments. The Credit Agreement permits the Company to use up to $25,000 of multicurrency commitments to incur letters of credit.

On August 26, 2022, the Company entered into an Incremental Commitment and Assumption Agreement (the “Incremental Agreement”), which supplements the Senior Secured Revolving Credit Agreement, dated as of April 6, 2022 (as amended, restated, supplemented and otherwise modified to date, including by the Incremental Agreement, the “Credit Agreement”), among the Company, as borrower, ING as Administrative Agent and the lenders party thereto. Pursuant to the Incremental Agreement, among other changes, the total commitments under the Credit Agreement increased from $145,000 to $250,000, consisting of an increase in dollar commitments from $45,000 to $140,000 and of multicurrency commitments from $100,000 to $110,000. In connection with such increase, the Company paid certain fees to the lenders providing such commitments.

On January 17, 2024, the Company signed an Incremental Agreement, which supplements the Senior Secured Revolving Credit Agreement, dated as of April 6, 2022 (as amended, restated, supplemented and otherwise modified to date, including by the Credit Agreement), among the Company, as borrower, ING, as administrative agent and the Lenders Party Thereto. Pursuant to the Incremental Agreement, among other changes, the total commitments under the Credit Agreement increased from $250,000 to $255,000.

The Credit Agreement subjects all borrowings to availability under a borrowing base, which is based on certain undrawn subscriptions of the Company and underlying portfolio investments. Subject to the conditions to borrowing, until termination of the availability period of the Credit Agreement, the Credit Agreement permits the borrowing of revolving loans denominated in (i) U.S. Dollars up to the amount of dollar commitments and (ii) U.S. Dollars, Canadian Dollars, Euros, Pound Sterling and/or other agreed foreign currencies up to the amount of multicurrency commitments. After the termination date of the availability period of the Credit Agreement, the Credit Agreement requires the Company to make mandatory prepayments out of the proceeds of certain asset sales and other recovery events and equity and debt issuances. The availability period of the Credit Agreement will terminate on April 6, 2025 and the Credit Agreement will mature on April 6, 2026.

Unless borrowed in the Alternate Base Rate (as defined in the Credit Agreement), borrowings in: (i) U.S. Dollars have an interest rate of Adjusted Term SOFR (as defined in the Credit Agreement) plus 2.375%, with a SOFR adjustment of 0.10% for an interest period of one month and 0.15% for an interest period of three months, (ii) Canadian Dollars have an interest rate of the Adjusted Eurocurrency Rate (as defined in the Credit Agreement) plus 2.375%, (iii) Euros have an interest rate of the Adjusted Eurocurrency Rate (as defined in the Credit Agreement) plus 2.375%, and (iv) Pound Sterling have an interest rate of Daily Simple RFR (as defined in the Credit Agreement) plus 2.375%, with a credit spread adjustment of 0.0326%. Borrowings based on the alternate base have an applicable margin of 1.375%. The Credit Agreement includes a commitment fee for unused commitments thereunder of (i) during the first nine months following the effective date of the Credit Agreement, 0.375% per annum and (ii) thereafter until the termination date of the availability period, (x) 0.75% per annum if the daily used amount of the commitments thereunder is less than or equal to 35%

7. Debt (Continued)

of the commitments and (y) 0.50% per annum if the daily used amount of the commitments thereunder is greater than 35% of the commitments, as well as certain other fees as agreed among the Company, the Administrative Agent and the lenders.

The Credit Agreement includes the following financial covenants: (i) a minimum shareholders equity financial covenant that requires the Company to maintain a minimum shareholders’ equity as of the last day of any fiscal quarter of at least $40,740 plus 50% of the net proceeds of sales of certain equity interests after the effective date of the Credit Agreement, (ii) an obligors’ net worth financial covenant that requires the obligors’ net worth to be no less than the minimum shareholders’ equity minus 50% of the lesser of (x) the aggregate investment in Financing Subsidiaries (as defined therein) and (y) 25% of the Company’s capital commitments, (iii) an asset coverage ratio financial covenant that requires the asset coverage ratio to be no less than 150% at any time (after giving effect to exemptive orders specified therein), and (iv) an interest coverage ratio financial covenant that requires the interest coverage ratio as of the last day of any fiscal quarter to be no less than 2.00:1.00. The Credit Agreement also includes other affirmative and negative covenants, including without limitation covenants that restrict certain indebtedness, liens, investments, restricted payments and transactions with affiliates. The Company’s obligations to the lenders under the Credit Agreement are secured by a first priority security interest in substantially all of the Company’s assets.

The Credit Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, ING may terminate the commitments and declare the outstanding advances and all other obligations under the Credit Agreement immediately due and payable.

As of September 30, 2024 and December 31, 2023, the Company was in compliance with all covenants and other requirements of the Credit Agreement.

The following table summarizes the average and maximum debt outstanding, and the interest and debt issuance cost for the nine months ended September 30, 2024 and 2023:

	For the Nine Months Ended September 30, 2024			For the Nine Months Ended September 30, 2023
Average amount of debt outstanding	$	162,228		$	164,071
Maximum amount of debt outstanding	$	219,072		$	190,702
Weighted average annualized interest and other debt expenses (1)		8.19	%		7.51	%
Annualized amortized debt issuance cost		0.61	%		0.57	%
Total annualized interest and other debt expenses		8.80	%		8.08	%

(1) Includes the stated interest expense and commitment fees on the unused portion of the Credit Agreement. Commitment fees for the nine months ended September 30, 2024 and 2023 were $352 and $326, respectively.

During the nine months ended September 30, 2024 and 2023, there was maximum of $219,072 and $190,702, respectively, of debt outstanding under the Credit Agreement, with a weighted-average interest rate, excluding amortized debt issuance cost of 8.19% and 7.51%, respectively. Outstanding debt is carried at amortized cost in the Statements of Assets and Liabilities. As of September 30, 2024 and 2023, the estimated fair value of the outstanding debt approximated its carrying value.

Total expenses related to debt for the three and nine months ended September 30, 2024 and 2023 included the following:

	For the Three Months Ended September 30, 2024		For the Nine Months Ended September 30, 2024
Interest and other debt expenses	$	3,791	$	9,970
Amortization of deferred debt issuance costs		250		743
Total interest and other debt expenses	$	4,041	$	10,713

	For the Three Months Ended September 30, 2023		For the Nine Months Ended September 30, 2023
Interest and other debt expenses	$	3,450	$	9,338
Amortization of deferred debt issuance costs		243		711
Total interest and other debt expenses	$	3,693	$	10,049