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Share Transactions
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Share Transactions Share Transactions
Below is a summary of transactions with respect to shares of the Company’s Common Shares during the six months ended June 30, 2025 and 2024:
Six Months Ended June 30,
20252024
SharesAmountSharesAmount
Gross Proceeds from Offering9,957,124 $294,997 4,790,999 $140,304 
Reinvestment of Distributions338,615 10,031 6,898 203 
Share Repurchase Program(18,836)(547)— — 
Net Proceeds from Share Transactions10,276,903 $304,481 4,797,897 $140,507 
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 June 30, 2025, the Company has issued 38,347,510 Class I shares in the Private Offering for gross proceeds of $1,121,122, including Class I shares issued under its distribution reinvestment plan. Of the 38,347,510 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 June 30, 2025, 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 six months ended June 30, 2025 and 2024, the Company issued 10,295,739 and 4,797,897 Class I shares, respectively, for gross proceeds of $305,028 and $140,507, respectively, at an average price per share of $29.63 and $29.29, respectively. The gross proceeds received during the six months ended June 30, 2025 and 2024 include reinvested shareholder distributions of $10,031 and $203, respectively, for which the Company issued 338,615 and 6,898 Class I shares, respectively, under its distribution reinvestment plan.
During the period from July 1, 2025 to July 31, 2025, the Company issued 2,486,927 Class I shares for gross proceeds of $73,812 at an average price per share of $29.68. The gross proceeds received during the period from July 1, 2025 to July 31, 2025 include reinvested shareholder distributions of $1,812 for which the Company issued 61,040 Class I shares under its distribution reinvestment plan.
Discretionary Share Repurchase Program
Beginning with the quarter ended September 30, 2024, the Company commenced a discretionary share repurchase program in which it intends, subject to market conditions and the discretion of the Company’s Board of Trustees, or the Board, to offer to repurchase, in each quarter, up to 5% of the Common Shares outstanding (either by number of shares or aggregate net asset value, or 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 may, in its sole discretion from time to time, waive the early repurchase deduction in the following circumstances (subject to the conditions described below): repurchases resulting from death, qualifying disability or divorce; in the event that a Shareholder’s shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance; due to trade or operational error; or repurchases submitted in connection with discretionary transfer programs (and similar arrangements) as approved by the Company. Shareholders should be aware that their financial intermediary’s operational systems may not support participation in a Company-approved discretionary transfer program or may impose additional or different requirements in connection with such requests. Accordingly, Shareholders wishing to submit tender requests in connection with a Company-approved discretionary transfer program should contact their financial intermediary as soon as possible in order to determine their financial intermediary’s system limitations or requirements.
The following table sets forth information regarding repurchases of Common Shares effectuated under the Company’s discretionary share repurchase program during the six months ended June 30, 2025:
Repurchase Date
Offer DateTender Offer ExpirationPurchase Price per ShareCommon Shares Repurchased
Aggregate Dollar Amount of Common Shares Accepted for Repurchase
January 2, 2025(1)
December 2, 2024December 30, 2024———
April 1, 2025March 3, 2025March 28, 2025$29.6418,836$547
________________
(1)The Company did not repurchase any Common Shares under its discretionary share repurchase program on the applicable repurchase date.
On June 2, 2025, the Company commenced a tender offer pursuant to which it offered to repurchase up to 1,662,583 Common Shares tendered prior to the offer expiring on June 30, 2025. During the period from July 1, 2025 to July 31, 2025, the Company repurchased 39,970 Common Shares that were validly tendered by shareholders at a purchase price of $29.68 per share for aggregate consideration of $1,186.
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 were not solely within the Company’s control.