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Share Transactions
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Share Transactions Share Transactions
Below is a summary of transactions with respect to shares of the Company’s Common Shares during the years ended December 31, 2024, 2023 and 2022:
Year Ended December 31,
202420232022
SharesAmountSharesAmountSharesAmount
Gross Proceeds from Offering
19,446,680 $573,230 8,177,385 $231,500 280,000 $7,000 
Reinvestment of Distributions147,706 4,364 — — — — 
Share Repurchase Program— — — — — — 
Net Proceeds from Share Transactions19,594,386 $577,594 8,177,385 $231,500 280,000 $7,000 
Status of Continuous Private Offering
The Company is conducting the continuous Private Offering in reliance on exemptions from the registration requirements of the Securities Act, including the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, Regulation S under the Securities Act and other exemptions from the registration requirements of the Securities Act. In connection with the Private Offering, the Company has entered into, and expects to continue to enter into, subscription agreements with investors, each, a Subscription Agreement. An investor will make a capital contribution pursuant to such Subscription Agreement and will become a common shareholder in the Company bound by the terms of the Subscription Agreement and the Company’s organizational documents.
As of December 31, 2024, the Company has issued 28,051,771 Class I shares in the Private Offering for gross proceeds of $816,490, including Class I shares issued under its distribution reinvestment plan. Of the 28,051,771 Class I shares issued in the Private Offering, 8,995,947 shares were issued to investors with capital commitments to the Company in exchange for an aggregate of $254,500 in capital contributions. As of December 31, 2024, the Company had received capital commitments of $420,000 from investors in the Private Offering, 60.6% of which has been called for funding. In addition to $165,500 in aggregate amount of remaining uncalled capital commitments for Class I shares, the Company intends to continue selling Class I shares in the Private Offering on a monthly basis.
During the years ended December 31, 2024, 2023 and 2022, the Company issued 19,594,386, 8,177,385 and 280,000 Class I shares, respectively, for gross proceeds of $577,594, $231,500 and $7,000, respectively, at an average price per share of $29.48, $28.31 and $25.00, respectively. The gross proceeds received during the year ended December 31, 2024 include reinvested shareholder distributions of $4,364 for which the Company issued 147,706 Class I shares under its distribution reinvestment plan. During the period from January 1, 2025 to February 28, 2025, the Company issued 3,341,850 Class I shares for gross proceeds of $98,932 at an average price per share of $29.60. The gross proceeds received during the period from January 1, 2025 to February 28, 2025 include reinvested shareholder distributions of $2,859 for which the Company issued 96,622 Class I shares under its distribution reinvestment plan.
Discretionary Share Repurchase Program
Beginning with the quarter ended September 30, 2024, the Company has commenced a discretionary share repurchase program in which it intends, subject to market conditions and the discretion of the Board, to offer to repurchase, in each quarter, up to 5% of the Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board 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 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 Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, or 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 Company’s discretionary share repurchase program, to the extent the Company offers to repurchase Common Shares in any particular quarter, the Company expects 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, or the Valuation Date. If shareholders tender Common Shares in a tender offer with a Valuation Date that is within the 12-month period following the initial issue date of their tendered Common Shares, the Company may repurchase such Common Shares subject to an “early repurchase deduction” of 2% of the aggregate NAV
of the Common Shares repurchased, or an Early Repurchase Deduction. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining holders of Common Shares. This Early Repurchase Deduction will also generally apply to minimum account repurchases. Common Shares may be sold to certain feeder vehicles primarily created to hold the Common Shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, the Company may not apply the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations.
The Company did not repurchase any Common Shares under its discretionary share repurchase program during the year ended December 31, 2024.
Series A Preferred Shares
On April 3, 2023, the Company issued 515 shares of its preferred shares of beneficial interest, or Preferred Shares, designated as 12.0% Series A Cumulative Preferred Shares, par value $0.001 per share, or the Series A Preferred Shares, for $1,000 per share. The Company redeemed all of the issued and outstanding Series A Preferred Shares on November 27, 2024, or the Preferred Shares Redemption Date, at a price equal to $1,000 per share, plus all accrued and unpaid dividends thereon to and including the Preferred Shares Redemption Date and a $100 redemption premium per share. From and after the close of business on the Preferred Shares Redemption Date, all dividends on the Series A Preferred Shares ceased to accrue, such shares are no longer deemed to be outstanding, and all rights of the holders of such shares ceased.
Prior to the redemption of the Series A Preferred Shares, each holder of Series A Preferred Shares was entitled to a liquidation preference of $1,000 per share, or the Liquidation Value, plus additional amounts as set forth in the Supplement to the Company’s Amended and Restated Declaration of Trust Relating to 12.0% Series A Cumulative Preferred Shares. In addition, with respect to distributions, including the payment of dividends and distribution of the Company’s assets upon dissolution, liquidation, or winding up, the Series A Preferred Shares were senior to all other classes and series of Common Shares, and ranked on parity with any other class or series of Preferred Shares, whether such class or series was existing or was created in the future, to the extent of the aggregate Liquidation Value and all accrued but unpaid dividends and any applicable redemption premium on the Series A Preferred Shares.
Prior to redemption, dividends on each Series A Preferred Share accrued on a daily basis at the rate of 12.0% per annum of the sum of the Liquidation Value thereof plus all accumulated and unpaid dividends thereon, from and including April 3, 2023, to and including the earlier of (1) the date of any liquidation, dissolution, or winding up of the Company or (2) the date on which such Series A Preferred Share were redeemed. Dividends accrued whether or not they had been authorized or declared, whether or not the Company had earnings, and whether or not there were funds legally available for payment of dividends.
See the Supplement to the Company’s Amended and Restated Declaration of Trust Relating to 12.0% Series A Cumulative Preferred Shares for more information relating to the Series A Preferred Shares.
Prior to redemption, the Company classified the Series A Preferred Shares as temporary equity outside of shareholders’ equity on its accompanying consolidated statement of assets and liabilities due to certain redemption features that are not solely within the Company’s control.