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Capital Commitments
9 Months Ended
Sep. 30, 2024
Capital Commitments [Abstract]  
Capital Commitments
3.
Capital Commitments

The following information sets forth the total capital committed to the Company as of September 30, 2024 and December 31, 2023 (in ‘000s):

 

 

As of
September 30,
2024

 

 

As of
December 31,
2023

 

Capital Commitments

 

$

755,972

 

 

$

626,104

 

Cumulative Capital Funded (1)

 

 

338,560

 

 

 

287,117

 

Unfunded Capital Commitments

 

$

417,412

 

 

$

338,987

 

 

(1)
Excludes cumulative amounts reinvested totaling $16.6 million and $7.5 million as of September 30, 2024 and December 31, 2023, respectively.

With respect to each capital commitment made by a Member, the Member is required to either (i) opt into the Company’s reinvestment plan (the “Reinvestment Plan”), whereby the Member will have its current income distributions automatically withheld and reinvested into the Company (with additional Units of the Company corresponding to such reinvestment being issued to such Member), which is referred to as a “Reinvestment Election”, or (ii) opt out of the Reinvestment Plan, which is referred to as a “Distribution Election”, in each case, as elected in the Company’s subscription agreement (the “Subscription Agreement”) of such Member. Any Member that does not make any such election in its Subscription Agreement will, by default, be deemed to have made a “Distribution Election.”

The Company entered into separate subscription agreements with a number of investors for the Private Offering. Each investor has made a capital commitment (a “Capital Commitment”) to purchase Units pursuant to a subscription agreement (a “Subscription Agreement”). We refer to the initial date on which Capital Commitments were first accepted by or on behalf of the Company from Members as the “Initial Closing,” and each such date on which Capital Commitments are accepted as a “closing.” Thereafter, subsequent closings for additional Capital Commitments from new and existing Members may generally be held as of the end of the calendar quarter, subject to our discretion to hold closings at any other time.

Each Capital Commitment made by a Member at a closing has its own lock-up period (a “Lock-Up Period”). The Lock-Up Period for each Capital Commitment is the period commencing on the applicable closing and ending on the third anniversary of such closing. Upon the expiration of a Member’s Lock-Up Period, such Member may choose to be released from its Remaining Commitment (as defined below), subject to certain post-commitment period obligations. Beginning in the fourth quarter of 2024 investors will begin to exit their Lock-Up Period in accordance with the Company’s Second Amended and Restated Limited Liability Company Operating Agreement (the “Second A&R LLCA”).

A Member’s “Remaining Commitment” equals such Capital Commitment reduced by amounts contributed to the Company in respect of capital calls and post-commitment period capital calls and increased by (i) the amount of any unused capital

contributions that are returned to such Member pursuant to the last sentence of the following paragraph and (ii) distributions to such Member that represent a return of capital (and not Current Income (as defined below)). Each Capital Commitment made by a Member is accounted for separately, including for purposes of determining Remaining Commitments and capital calls. In no event will a Member be required to make a capital contribution in respect of its Capital Commitment in excess of its Remaining Commitment.

Each Capital Commitment (or a portion thereof, as applicable) of a Member lasts until (i) the Company determines to repurchase all or any portion of such Member’s Units that are attributable to such Capital Commitment (or such portion thereof, as applicable), as discussed below (which for the avoidance of doubt, will not become available pursuant to a Member’s repurchase request until the expiration of the Lock-Up Period), (ii) such Member has chosen to be released from its Remaining Commitments after the expiration of its Lock-Up Period (except with respect to post commitment period obligations) or (iii) the Company has elected to wind up.