XML 37 R19.htm IDEA: XBRL DOCUMENT v3.25.0.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
On August 2, 2022, and as amended on May 9, 2024, the Company entered into a facility agreement, or the Cliffwater Facility Agreement, with Cliffwater Corporate Lending Fund, or Cliffwater, and CCLF Holdings (D13) LLC, or CCLF Sub, and together with Cliffwater, individually and collectively, the Financing Provider, each an unaffiliated third party, to acquire portfolio investments from time to time by purchasing all or a portion of certain investments owned and held by the Financing Provider at the Company’s or the Financing Provider’s request pursuant to the terms and provisions of the Cliffwater Facility Agreement, or the Warehousing Transaction. The Cliffwater Facility Agreement creates a forward obligation of the Financing Provider to sell, and a forward obligation of the Company or its designee to purchase, all or a portion of certain investments owned and held by the Financing Provider at the Company’s or the Financing Provider’s request pursuant to the terms and conditions of the Cliffwater Facility Agreement. Prior to the date on which (i) an insolvency proceeding is commenced by the Company or (ii) an insolvency proceeding is commenced against the Company and is not dismissed or stayed within 60 days, such date, the Facility End Date, the Company’s obligation to purchase such investments is conditional upon satisfying certain conditions, including that the Company has
called and received cash funding from subscriptions in an aggregate amount of at least $500,000, such condition, the Capital Condition.
During the year ended December 31, 2024, the Company purchased investments, including unfunded commitments, with a cost of $238,169 from the Financing Provider. As of December 31, 2024, $21,179 of these purchases are included in payable for investments purchased in the consolidated statements of assets and liabilities. For the period from January 1, 2025 through March 7, 2025, the Company purchased investments, including unfunded commitments, with a cost of $14,924 from the Financing Provider.
As of December 31, 2024, the conditions precedent to the Company’s obligation to purchase any additional investments from the Financing Provider had not been met. The Company did not hold any beneficial interest in the warehouse.
The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. The Adviser has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.
The Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material effect upon its financial condition or results of operations.
Unfunded commitments to provide funds to portfolio companies are not recorded in the Company’s consolidated statements of assets and liabilities. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company has sufficient liquidity to fund these commitments. As of December 31, 2024, the Company’s unfunded commitments consisted of the following:
Category / Company(1)
Commitment Amount
Senior Secured Loans—First Lien
Apex Service Partners LLC$893 
Apex Service Partners LLC1,828 
Arcfield Acquisition Corp1,375 
Area Wide Protective Inc2,769 
Avetta LLC1,146 
Avetta LLC1,605 
Cadence Education LLC1,412 
Cadence Education LLC1,632 
Carrier Fire Protection2,056 
Carrier Fire Protection1,792 
Carrier Fire Protection41 
Clarience Technologies LLC4,026 
Clarience Technologies LLC4,026 
CLEAResult Consulting Inc3,108 
CLEAResult Consulting Inc1,145 
Community Brands Inc641 
Community Brands Inc1,644 
CSafe Global864 
Dental365 LLC1,995 
Dental365 LLC3,757 
DOXA Insurance Holdings LLC1,233 
DOXA Insurance Holdings LLC184 
DOXA Insurance Holdings LLC838 
DuBois Chemicals Inc2,138 
DuBois Chemicals Inc2,138 
Galway Partners Holdings LLC841 
Granicus Inc46 
Category / Company(1)
Commitment Amount
Granicus Inc$1,339 
Heritage Environmental Services Inc2,797 
Heritage Environmental Services Inc276 
Highgate Hotels Inc1,580 
Homrich & Berg Inc1,745 
Homrich & Berg Inc9,433 
Individual FoodService514 
Insightsoftware.Com Inc913 
Insightsoftware.Com Inc889 
Integrity Marketing Group LLC6,056 
Integrity Marketing Group LLC16,917 
J S Held LLC1,588 
J S Held LLC3,375 
Lazer Logistics Inc1,230 
Lazer Logistics Inc1,918 
Legends Hospitality LLC1,809 
Legends Hospitality LLC1,005 
Magna Legal Services LLC849 
Magna Legal Services LLC2,386 
MAI Capital Management LLC3,577 
MAI Capital Management LLC1,705 
MB2 Dental Solutions LLC5,057 
MB2 Dental Solutions LLC1,882 
Mercer Advisors Inc10,226 
Model N Inc2,664 
Model N Inc1,421 
Netsmart Technologies Inc4,236 
Netsmart Technologies Inc4,343 
OEConnection LLC2,560 
OEConnection LLC1,596 
OEConnection LLC1,376 
PSC Group117 
PSC Group543 
Radwell International LLC1,451 
Radwell International LLC9,233 
Revere Superior Holdings Inc477 
Revere Superior Holdings Inc538 
Rialto Capital Management LLC362 
Rockefeller Capital Management LP4,097 
Service Express Inc3,263 
Service Express Inc1,535 
Shaw Development LLC2,049 
Spotless Brands LLC3,034 
STV Group Inc1,185 
STV Group Inc1,974 
SureScripts LLC5,938 
Turnpoint Services Inc692 
Turnpoint Services Inc1,108 
USIC Holdings Inc1,313 
USIC Holdings Inc2,341 
Veriforce LLC1,170 
Category / Company(1)
Commitment Amount
Veriforce LLC$935 
Wealth Enhancement Group LLC298 
Woolpert Inc2,984 
Woolpert Inc5,195 
Zeus Industrial Products Inc3,244 
Zeus Industrial Products Inc2,826 
Asset Based Finance
Altitude II IRL WH Borrower DAC, Revolver54 
Bausch Health Cos Inc, Revolver18,750 
Curia Global Inc, Revolver5,333 
Discover Financial Services, Subordinated Loan23 
GreenSky Holdings LLC, Term Loan374 
Lennar Corp, Term Loan328 
Powin Energy Corp/NV, Revolver7,253 
TalkTalk Telecom Group Ltd, Revolver2,861 
Trinseo Materials Operating SCA / Trinseo Materials Finance Inc, Revolver8,537 
Weber-Stephen Products LLC, Revolver14,284 
Total$258,134 
Unfunded Equity/Other commitments$22,827 
__________
(1)May be commitments to one or more entities affiliated with the named company.
As of December 31, 2024, the Company’s debt commitments are comprised of $127,709 revolving credit facilities and $130,425 delayed draw term loans, which generally are used for acquisitions or capital expenditures and are subject to certain performance tests. Such unfunded debt commitments have a fair value representing unrealized appreciation (depreciation) of $261. The Company’s unfunded Equity/Other commitments generally require certain conditions to be met or actual approval from the Adviser prior to funding.
While the Company does not expect to fund all of its unfunded commitments, there can be no assurance that it will not be required to do so.
In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under such arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. The Company had no such guarantees outstanding at December 31, 2024 and December 31, 2023.