Net Assets

9 Months Ended

Sep. 30, 2024

Net Assets [Abstract]

Net Assets

Note 8. Net Assets

Subscriptions

The Company is a non-exchange traded, perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We previously offered our Common Shares, pursuant to the terms set forth in the Company’s Confidential Private Placement Memorandum (the “Private Offering”) and subscription agreements that we entered into with investors in connection with the Private Offering (each, a “Subscription Agreement”). The Common Shares issued under the Private Offering were sold under the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as amended (the “Securities Act”) only to investors that are “accredited investors” in accordance with Rule 506 of Regulation D promulgated under the Securities Act, and other exemptions of similar import in the laws of the states and jurisdictions where the Private Offering was made.

Under the Private Offering, the Company raised equity capital through one or more closings (“Closings”) at which the Company accepted funds from investors in connection with such investors’ purchases of Common Shares (the first such Closing the “Initial Closing”). The Initial Closing occurred on February 1, 2023 (the “Initial Closing Date”). Each Closing generally occurred on a monthly basis on the first calendar day of the month or on a date as determined by the Company or the Advisor in its sole discretion. In exchange for its subscription amount, each investor received an amount of Common Shares equal to its subscription amount divided by the applicable price per Common Share (“Price Per Common Share”). The Price Per Common Share means the Company’s then-calculated net asset value per Common Share determined by the Company as of a date within 48 hours of the Closing Date, which was determined in accordance with the limitations under Section 23 of the 1940 Act. The Company may set the Price Per Common Share above the then-calculated net asset value per Common Share based on a variety of factors, including the total amount of the Company’s organizational and other expenses. The Company’s final Closing under the Private Offering occurred on June 1, 2024. All Common Shares issued under the Private Offering are now classified as Class I shares.

On June 24, 2024, the Company received a notice of effectiveness related to the Company’s registration statement on Form N-2 (as amended, the “N-2 Registration Statement”). Pursuant to the N-2 Registration Statement and the Multi-Class Order, the Company has the authority to issue up to $2,000,000,000 of its Class S shares, Class D shares, and Class I shares.

For the nine months ended September 30, 2024 and September 30, 2023, related parties purchased 326,554 Class I shares of the Company for aggregate proceeds of $6,750,000 and 102,977 Class I shares of the Company for aggregate proceeds of $2,052,000, respectively.

Certain third-party investors make their investment in the Company through certain affiliated feeder entities specifically designed to invest in the Company. As of September 30, 2024, and December 31, 2023, 12,035,986 and 6,465,480 Class I shares were owned by these affiliated feeder entities, respectively.

The following table summarizes transactions in Common Shares during the three and nine months ended September 30, 2024:

	For the Three Months Ended September 30, 2024				For the Nine Months Ended September 30, 2024(1)
	Shares		Amount		Shares		Amount
Class I
Subscriptions		2,562,447	$	52,869,000		7,653,222	$	157,391,157
Share transfers between classes		—	$	—		—	$	—
Distributions reinvested		334,457	$	6,762,718		973,395	$	19,888,261
Share repurchases		—	$	—		—	$	—
Early repurchase deduction		—	$	—		—	$	—
Net increase (decrease)		2,896,904	$	59,631,718		8,626,617	$	177,279,418
Class S(2)
Subscriptions		—	$	—		—	$	—
Share transfers between classes		—	$	—		—	$	—
Distributions reinvested		—	$	—		—	$	—
Share repurchases		—	$	—		—	$	—
Early repurchase deduction		—	$	—		—	$	—
Net increase (decrease)		—	$	—		—	$	—
Class D(2)
Subscriptions		—	$	—		—	$	—
Share transfers between classes		—	$	—		—	$	—
Distributions reinvested		—	$	—		—	$	—
Share repurchases		—	$	—		—	$	—
Early repurchase deduction		—	$	—		—	$	—
Net increase (decrease)		—	$	—		—	$	—

(1) Transactions in Common Shares for the nine months ended September 30, 2024 includes the issuances of Common Shares under the Private Offering, which were made pursuant to Subscription Agreements entered into with participating investors during the nine months ended September 30, 2024. All Common Shares issued under the Private Offering are now classified as Class I shares.

(2) There were no Class S or Class D shares outstanding for the period ended September 30, 2024.

The following table summarizes transactions in Common Shares during the three and nine months ended September 30, 2023:

	Three Months Ended September 30, 2023(1)				For the Nine Months Ended September 30, 2023(1)
	Shares		Amount		Shares		Amount
Class I
Subscriptions		21,038	$	424,300		10,490,588	$	208,601,300
Share transfers between classes		—	$	—		—	$	—
Distributions reinvested		123,021	$	3,037,048		278,368	$	5,536,831
Share repurchases		—	$	—		—	$	—
Early repurchase deduction		—	$	—		—	$	—
Net increase (decrease)		144,059	$	3,461,348		10,768,956	$	214,138,131

(1) Transactions in Common Shares for the three and nine months ended September 30, 2023 represents issuances of Common Shares under the Private Offering, which were made pursuant to Subscription Agreements entered into with participating investors during the three and nine months ended September 30, 2023. Common Shares issued pursuant to the Private Offering are reclassified as Class I shares to conform with current period presentation.

Net Asset Value per Share and Offering Price

The Administrator determines net asset value 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 net asset value per share available for each share class, which will be the prior calendar day net asset value per share (i.e. the prior month-end net asset value). The following table summarizes each month-end net asset value per share for Class I, Class S, and Class D Common Shares of beneficial interest during the nine months ended September 30, 2024 and 2023:

	Net Asset Value Per Share
For the Months Ended	Class I		Class S(1)		Class D(1)
January 31, 2024	$	20.72	$	—	$	—
February 29, 2024		20.87		—		—
March 31, 2024		20.58		—		—
April 30, 2024		20.72		—		—
May 31, 2024		20.31		—		—
June 30, 2024		20.48		—		—
July 31, 2024		20.64		—		—
August 31, 2024		20.22		—		—
September 30, 2024		20.37		—		—

(1) There were no Class S or Class D shares outstanding for the nine months ended and as of September 30, 2024.

	Net Asset Value Per Share
For the Months Ended	Class I(1)
February 28, 2023	$	19.80
March 31, 2023		19.78
April 30, 2023		19.87
May 31, 2023		19.55
June 30, 2023		20.06
July 31, 2023		20.32
August 31, 2023		20.13
September 30, 2023		20.39

(1) Common Shares issued during the three and nine months ended September 30, 2023 relate to the Private Offering and became Class I shares as part of Public Offering effective June 24, 2024. Common Shares issued pursuant to the Private Offering are reclassified as Class I shares to conform with current period presentation.

Repurchases

The Company has commenced a discretionary share repurchase program in which it may, subject to market conditions and the discretion of the Board, offer to repurchase, in each quarter, up to 5% of the Common Shares outstanding as of the close of the previous calendar quarter; provided, however, that the Company shall, subject to the Board’s discretion and approval, repurchase Common Shares from shareholders in an amount at least equal to 10% of the Company’s net asset value in respect of the fourth calendar quarter of each of the eighth and tenth calendar years following the Initial Closing Date. The Board may amend, suspend or terminate the share repurchase program at any time if in its reasonable judgment if it deems such action to be in the Company’s best interest and the best interest of the Company’s shareholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect its operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. The Company intends to conduct such repurchase offers in accordance with the requirements of Exchange Act Rule 13e-4 and the 1940 Act and subject to compliance with applicable covenants and any restrictions under the Company’s financing arrangements. All shares purchased by the Company pursuant to the terms of each tender offer will be redeemed and thereafter will be authorized and unissued shares.

Under our discretionary share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter.

During the three and nine months ended September 30, 2024, and during the year ended December 31, 2023, no shares were tendered for repurchase.

Distributions

Distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition, maintenance of the Company’s tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and shareholder servicing fees, if any.

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. Distributions will be made to shareholders at such times and in such amounts as determined by the Board. The Company may pay distributions to its Shareholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its Shareholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to Shareholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

In addition, the Company has adopted a dividend reinvestment plan (“DRP”), pursuant to which each shareholder will receive dividends in the form of additional Common Shares unless they notify the Company that they instead desire to receive cash or a combination of cash and Common Shares as set forth below. If a shareholder receives dividends in the form of Common Shares, dividend proceeds that otherwise would have been distributed in cash will be retained by the Company for reinvestment. Shareholders who receive dividends and other distributions in the form of Common Shares generally are subject to the same U.S. federal tax consequences as investors who elect to receive their distributions in cash; however, since their cash dividends will be reinvested, those investors will not receive cash with which to pay any applicable taxes on re-invested dividends. A shareholder may elect to receive dividends and other distributions in cash or a combination of cash and Common Shares by notifying the Company in the manner set forth in the shareholder’s Subscription Agreement at least 5 business days prior to the dividend or distribution declaration date fixed by the Board for such dividend. If such notice is received by the Company less than 5 business days prior to the relevant dividend or distribution declaration date, then that dividend will be paid in the form of Common Shares and any subsequent dividends will be paid in cash or a combination of cash and Common Shares.

The following tables summarize the distributions paid and Common Shares issued pursuant to the DRP for the nine months ended September 30, 2024 and September 30, 2023, respectively:

			Class I
Date Declared	Record Date	Payment Date	Amount Per Share		Distribution Declared		DRP Shares Issued		Value of DRP Shares Issued
August 12, 2024	August 12, 2024	September 26, 2024	$	0.56	$	10,656,800		334,457	$	6,762,718
May 13, 2024	May 13, 2024	June 26, 2024	$	0.58	$	8,136,028		263,981	$	5,361,226
March 26, 2024	March 26, 2024	March 28, 2024	$	0.57	$	6,414,447		195,395	$	4,077,919
December 29, 2023	December 31, 2023	January 30, 2024	$	0.04	$	431,411		12,826	$	263,317
November 10, 2023	December 31, 2023	January 30, 2024	$	0.52	$	5,608,339		166,736	$	3,423,081
					$	31,247,025			$	19,888,261

Of the total distributions paid during the three and nine months ended September 30, 2024, $3,894,082 and $11,358,764 was distributed in cash, respectively. Of the total distributions paid for the nine months ended September 30, 2024 $2,353,352 was payable as of December 31, 2023.

			Class I(1)
Date Declared	Record Date	Payment Date	Amount Per Share		Distribution Declared		DRP Shares Issued		Value of DRP Shares Issued
August 7, 2023	August 7, 2023	August 22, 2023	$	0.38	$	4,040,011		123,021	$	3,037,048
May 9, 2023	May 9, 2023	June 29, 2023	$	0.30	$	3,139,941		155,347	$	2,499,783
					$	7,179,952			$	5,536,831

(1) Common Shares issued during the three and nine months ended September 30, 2023 relate to the Private Offering and became Class I shares as part of Public Offering effective June 24, 2024. Common Shares issued pursuant to the Private Offering are reclassified as Class I shares to conform with current period presentation.

Of the total distributions paid during the three and nine months ended September 30, 2023, $1,002,963 and $1,643,121 was distributed in cash, respectively.

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 Advisor, which is subject to recoupment.

For the three and nine months ended September 30, 2024, a portion of the Company’s distributions resulted from expense support from the Advisor, and future distributions may result from expense support from the Advisor, each of which is subject to repayment by the Company within three years from the date of payment. 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 Advisor 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 GAAP basis, include required adjustments to GAAP net investment income in the current period to determine taxable income available for distributions. The following table presents the sources of distributions on a GAAP basis that the Company declared on its Common Shares for the nine months ended September 30, 2024 and September 30, 2023, respectively:

	For the Nine Months Ended September 30,
	2024(1)				2023
	Class I				Class I(2)
	Per Share		Amount		Per Share		Amount
Net investment income		1.14	$	22,199,205		0.63	$	6,743,100
Net realized gains		0.11		2,137,087		0.05		436,852
Distributions in excess of net investment income		0.04		870,983		0.00		—
Total		1.29	$	25,207,275		0.68	$	7,179,952

(1) There were no Class S or Class D shares outstanding for the nine months ended and as of September 30, 2024.

(2) Common Shares issued during the nine months ended September 30, 2023 relate to the Private Offering and became Class I shares as part of Public Offering effective June 24, 2024. Common Shares issued pursuant to the Private Offering are reclassified as Class I shares to conform with current period presentation.